Terms of Service.

01Acceptance of terms

By accessing or using the Perspectiv website (perspectiv.com.au) or our services, you agree to be bound by these Terms of Service. If you do not agree, do not use our website or services. These terms apply in addition to any project-specific agreement (e.g. quote, Statement of Work (SOW), retainer) you have with us. To the extent of any conflict between these general terms and a project agreement, the project agreement prevails for that project.

02Definitions

• "We" / "Us" / "Our" means Perspectiv (sole trader, Australia) and any trading name we use.
• "You" / "Your" means the client, visitor, user, or end user of our website or services.
• "Services" means the website design, development, hosting, maintenance, and related digital services we offer, including under a retainer or subscription.
• "Project" means a specific engagement governed by a quote, contract, or Statement of Work (SOW).
• "Statement of Work (SOW)" means the document that describes the scope, deliverables, timeline, and fees for a project.
• "Deliverables" means the custom designs, code, and other outputs we create for you under a project agreement.
• "Initial fee" means the one-off fee for the initial build or setup as set out in the SOW or quote.
• "Retainer" / "Subscription" means an agreed-upon recurring fee, monthly or annually, for hosting, support, updates, and continued use of the website under licence.
• "Background IP" means our pre-existing materials, code, code libraries, frameworks, and know-how that we import into the website.
• "Project IP" means content, copy, branding, and other materials you provide so that we create specifically for your brand (e.g. your logo, your copy).

03Use of the website

• You must use our website only for lawful purposes and in a way that does not infringe others' rights or restrict their use.
• You must not attempt to gain unauthorised access to our systems, introduce malware, scrape data without permission, or use the site for spam or misleading activity.
• We may suspend or restrict access to the website at any time without notice if we believe these terms have been breached or for operational, security, or maintenance reasons.

04Services, scope & quotations

• Project agreements: The nature, scope, price, deliverables, and timeline of our services are set out in individual project agreements (e.g. quote, SOW, retainer). These documents form part of your contract with us for that project.
• Quote validity: Unless otherwise stated in the quote, quotations are valid for 30 days from the date of issue and are based on the project scope at that time. We reserve the right to re-quote if the quote lapses, if there are changes to scope or functionality, or if significant time has passed.
• Variations and scope creep: Work that falls outside the original Statement of Work or agreed scope (e.g. extra pages, new features, additional design or content changes after sign-off) requires a written variation and may be quoted as out-of-scope work. No extra work is covered unless agreed in writing.
• Service changes: We reserve the right to modify or discontinue general service offerings (e.g. package descriptions on the website) at any time. Such changes do not affect existing project agreements.

05Client responsibilities

To enable us to deliver on time and to scope, you agree to:

• Content and assets: Provide final, approved content (e.g. text, images, logos, branding) in the format and by the dates we reasonably specify. Delays in providing content may affect the project timeline and you will be responsible for any delays unless agreed otherwise.
• Feedback and approvals: Review deliverables and provide feedback and approvals in a timely manner. If we do not receive feedback or approval within a reasonable time (e.g. 7 days after we send notice in the project agreement), we may treat the deliverable as approved or pause the project until we receive it.
• Accuracy: Ensure that any content, materials, or instructions you provide are accurate, complete, and that you have the right to use them. You are responsible for checking that copy, contact details, and other client-supplied content are correct before launch.

06Revisions & additional work

• Included revisions: Your project agreement or SOW will specify the number of rounds of revisions (if any) included in the initial fee. Additional rounds of design or content changes beyond that may be charged at our then-current rate.
• Out-of-scope work: Work that falls outside the agreed scope will be quoted separately and is not included unless agreed in writing (see Section 04).

07Payment terms

• Payment schedule: Payment terms (e.g. initial fee, deposit, milestone payments, retainer fee) are as specified in the project agreement or SOW. Invoices are due within the period stated on the invoice (e.g. 7 or 14 days).
• Currency and GST: Unless otherwise agreed in writing, fees are in Australian Dollars (AUD). If we are registered for GST, GST will be shown separately on tax invoices and you must pay the GST amount.
• Overdue amounts: Overdue amounts may attract interest at a reasonable rate (e.g. as specified in the project agreement). We may suspend work, suspend access to live services, or withhold deliverables until payment is received. Initial fees are non-refundable unless otherwise specified in writing in the project agreement or required by law (e.g. the Australian Consumer Law).
• Retainer / subscription — suspension for non-payment: If you are on a retainer or subscription (e.g. hosting, support), we may suspend the service (including access to or use of the website / live services) after the due date. We will give you reasonable notice where practicable before suspending. Services will be restored once all overdue amounts are paid.
• Retainer / subscription — termination notice: Either party may terminate the retainer or subscription on 30 days' written notice to the other. You remain liable for all fees for the notice period and any unpaid amounts up to the date of termination.
• Project delay: If the project is significantly delayed due to your failure to provide content, feedback, or approvals within a reasonable time, we may issue a final invoice for the balance after a specified period (e.g. 60 days after presentation of the site or after the last milestone), or as set out in the project agreement.

08Intellectual property — Website-as-a-Service model

• Our ownership — source code, Background IP & engine: Perspectiv retains ownership of all source code, Background IP, and the engine of the website (including the codebase, frameworks, libraries, architecture, and reusable code or tools). We do not transfer ownership of the underlying code or engine to you at any time.
• Licence to use while subscribed: While your subscription or retainer is active and all invoices are paid, we grant you a non-exclusive, non-transferable licence to use the website (including the design and code we have created for your project) for your business purposes. This licence does not include the right to copy, modify, sublicense, or transfer the source code or engine to any third party.
• IP & rights left intact: Project Deliverables (code and design) remain under our ownership and you have a right to use the Deliverables (including the built website, and outputs for the project) only while your initial fees and any applicable retainer are paid. We may suspend or revoke the licence if any amount is overdue.
• Project IP (your content) stays with you: Ownership of Project IP (e.g. your logos, your copy, your branding, and materials you specifically created or supplied) remains with you. You grant us a licence to use such materials as needed to perform the project, including as required to provide the services.
• Portfolio: Unless agreed otherwise in writing, we may display your project in our portfolio and marketing materials. If you prefer not to be listed, please let us know and we'll remove it.
• Domain names: Where we register or manage domain names on your behalf, the domain remains your property (registered in your or your business's name where the registrar permits). On termination, we will assist with transfer of domain management as reasonably requested.
• Third-party and open-source components: Any third-party or open-source components in the deliverables remain subject to their respective licences; we will inform you of material components where relevant.

09Third-party services — no liability for third-party failures

We use third-party tools (e.g. availability or control of third-party services on which the website or our services depend), including hosting providers, APIs, plugins, CMS, payment gateways, email delivery, analytics platforms, and browser or device updates. We are not responsible for selecting and configuring third-party services but we do not guarantee their continued operation, compatibility, or security. Any liability we might otherwise have in respect of their performance is limited to the fullest extent permitted by law, subject to your rights under the Australian Consumer Law.

10Browser & device support

Websites we build are designed to be responsive and to work on the latest two (2) versions of the major browsers: Google Chrome, Apple Safari, Mozilla Firefox, and Microsoft Edge. We do not guarantee correct appearance, behaviour, or functionality on older browser versions, other browsers, or every device. Support for additional browsers or versions may be agreed separately and may attract additional cost. Any liability we might have in respect of browser or device compatibility is limited to the fullest extent permitted by the Australian Consumer Law.

11No guarantee of commercial results

We do not guarantee any specific commercial outcome from the use of our services or the website, including sales, revenue, leads, search engine rankings (SEO), traffic, or conversion rates. Results depend on many factors outside our control (e.g. your industry, market, content, and marketing). Any statements about specific benefits are not guaranteed. This applies to the fullest extent permitted by law, subject to the Australian Consumer Law.

12Confidentiality

Each party will keep the other's confidential information (including business and technical information) confidential and use it only for the purpose of the engagement, except where disclosure is required by law or with the other party's consent. This obligation survives termination of the project or these terms.

13Limitation of liability — subject to Australian Consumer Law

Subject at all times to the Australian Consumer Law and other lawful rights that cannot be excluded by agreement:

• Cap: To the maximum extent permitted by law, our total liability for any claim or series of related claims arising out of or in connection with our website or services, including negligence, is limited to the amount you paid us for the relevant project or service in the 12 months before the claim arose (or, if the amount was greater than that period, to the amount paid for the most recent 12-month period for that project or service).
• Excluded loss: We are not liable for indirect, incidental, special, or consequential loss or damage (e.g. loss of profit, revenue, data, goodwill, or business opportunity), even if we have been told of the possibility of such loss.

Nothing in these terms excludes, restricts, or modifies any consumer guarantee or other right you have under the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law) or other applicable law that cannot be excluded or limited by agreement.

14Indemnity

You agree to indemnify us (and our officers, employees, and contractors) against any loss, cost, damage, or claim (including reasonable legal costs) arising from (a) your breach of these terms or the project agreement, (b) your use of our services or deliverables in a way that infringes a third party's rights or is otherwise unlawful, or (c) any third-party claim arising from your use of the website or our services. This indemnity does not apply to the extent the loss or claim was caused by our negligence or wilful misconduct.

15Termination & cancellation

• Website use: You may terminate or restrict your access to our website at any time without notice.
• Projects: Termination and cancellation of projects (including refunds, transfer of work, and amount of work done up to date) are governed by the project agreement. If the project agreement does not specify, what is reasonable in the circumstances will apply. You will be liable for all fees for work performed and reasonable costs incurred up to the date of termination. If you cancel after work has commenced, deposits and project payments are typically non-refundable; any influence on this is subject to the Australian Consumer Law.
• Retainer / subscription: Either party may terminate the retainer or subscription on 30 days' written notice (see Section 07). You are liable for all unpaid fees for the notice period and any unpaid amounts up to the date of termination. We do not provide ongoing access to source code or hosting after the notice period unless otherwise agreed in writing.

16General

• Governing law: These terms are governed by the laws of the State of Queensland and the Commonwealth of Australia. The courts of that State have non-exclusive jurisdiction.
• Entire agreement: For use of the website, these terms (together with our Privacy Policy) constitute the entire agreement between us. For projects, the project agreement together with these terms constitutes the entire arrangement.
• Severability: If any part of these terms is found to be unenforceable, that part is severed and the rest continues in effect.
• Waiver: A failure to enforce any right does not waive that right.
• Changes: We may update these Terms of Service at any time by posting the updated version on this page and updating the "Last updated" date. Continued use of the website or services after changes constitutes acceptance of the updated terms. For existing projects, the version of the terms that applied at the time of signing the project agreement remains the controlling version unless otherwise agreed.

17Contact

For questions about these Terms of Service, contact us via our contact page or by email at hello@perspectiv.com.au.