1. Acceptance of Terms

This document outlines the Terms of Service (“ToS” or “Agreement”) between Odyssey Web Solutions (“The Agency,” “We,” “Us,” or “Our”) and the client (“The Client,” “You,” or “Your”) engaging Our services. By accepting a proposal, making a payment, or otherwise instructing Us to commence work, You agree to be bound by these ToS, which are governed by the laws of Victoria, Australia.

2. Scope of Work and Deliverables

2.1. Project Proposal: The specific services, deliverables, costs, and timelines are detailed in a separate written Project Proposal or Statement of Work (“SOW”). In case of conflict, the SOW takes precedence over these ToS.

2.2. Client Responsibilities: The Client is responsible for timely provision of all necessary information, content (text, images, logos), approvals, and feedback. Delays caused by the Client may result in project suspension or a revised timeline, at Our discretion.

2.3. Revisions: The SOW will specify the number of design or development revisions included. Any revisions requested outside of the agreed scope or number will be subject to additional billing at Our standard hourly rate.

3. Payment Terms and Fees

3.1. Deposit: All projects require a 50% mandatory upfront deposit before any work commences. This deposit is non-refundable, as it covers the initial planning, research, and resource allocation.

3.2. Invoicing: Invoices for remaining fees will be issued at agreed milestones or upon project completion, as specified in the SOW.

3.3. Payment Methods: We accept major credit cards (Visa and Mastercard) and bank transfers.

3.4. Late Payment: Failure to pay an invoice within 14 days of the due date may result in a suspension of services, including the removal of developed websites from hosting. A late payment fee of 10% per month, or the maximum amount permitted by Australian law, may be applied to overdue balances.

4. Intellectual Property (IP)

4.1. Client IP: The Client guarantees that all content, materials, or intellectual property provided to The Agency is owned by the Client or that the Client has the necessary licences or permissions to use it. The Client indemnifies Us against any claim arising from the use of materials provided by You.

4.2. Transfer of IP: Upon full and final payment of all invoices, the copyright and intellectual property rights for the completed, custom website design and any specifically developed code will transfer to the Client.

4.3. Agency Tools & Code: We retain the right to use Our own internal frameworks, development tools, pre-existing proprietary code, and non-exclusive stock assets used in the creation of the deliverables.

5. Warranties and Limitation of Liability

5.1. Implied Warranties: Nothing in this agreement is intended to exclude, restrict or modify rights which You may have under the Competition and Consumer Act 2010 (Cth) or other Australian legislation.

5.2. Limited Warranty: We warrant that Our services will be provided with reasonable care and skill. We provide a 30-day warranty on all web development work from the date of launch to fix any bugs or errors directly caused by Our development.

5.3. Exclusions: This warranty does not cover issues arising from: * Third-party software updates (e.g., WordPress, plugins, iOS/Android). * Client alterations to the website’s code or content. * Third-party hosting or server issues outside of Our control. * Security breaches not attributable to Our negligence.

5.4. Limitation of Liability: To the maximum extent permitted by Australian law, Our total aggregate liability to the Client for any claim arising out of this agreement shall be limited to the total fees paid by the Client to Us under the SOW.

6. Hosting and Maintenance

6.1. Client Choice: The Client is responsible for selecting, paying for, and maintaining web hosting unless otherwise agreed in the SOW.

6.2. Maintenance Plans: We offer separate website maintenance plans. Without an active maintenance plan, The Agency is not responsible for website security, backups, or updates post-launch.

7. Termination

7.1. Termination for Cause: Either party may terminate this Agreement if the other party breaches a material term of this Agreement and fails to remedy that breach within 14 days of written notice.

7.2. Termination by Client: If the Client terminates the project without cause, all amounts paid, including the 50% deposit, are non-refundable. The Client will also be immediately liable for any work completed up to the date of termination at Our standard hourly rate, less the deposit amount.