Terms and Conditions - SoundSpace Consulting

In these Terms and Conditions, unless the context otherwise requires:

• "Agreement" means these Terms and Conditions and any statement of work or project proposal.
• "Client" means you, the person or entity engaging SoundSpace Consulting for services.
• "Company" means SoundSpace Consulting ABN 90870690608 (Australian Business Number) and all related entities.
• "Confidential Information" means any proprietary, sensitive, or non-public information disclosed by either party.
• "Deliverables" means the specific outputs agreed to be provided under the project scope.
• "Services" includes all services offered by SoundSpace Consulting including but not limited to website build, SEO & AI optimisation, digital marketing, website hosting, maintenance, security, social media management, and consulting.
• "Website" means the website built, maintained, or optimised on behalf of the Client.

2.1 All offers for services are provided in writing via email, proposal document, or quote and are valid for 30 days unless otherwise stated.

2.2 Your acceptance of the offer constitutes acceptance of these Terms and Conditions. Any modifications must be agreed to in writing by both parties.

2.3 SoundSpace Consulting reserves the right to decline any service request at its sole discretion.

2.4 Verbal agreements are not binding unless confirmed in writing by SoundSpace Consulting.

3.1 SoundSpace Consulting will provide the services described in the statement of work or project proposal ("Project Scope").

3.2 Services include but are not limited to:

• • Website Build & Development using modern .js frameworks
• • SEO & AI Optimisation (technical SEO, content optimisation, schema markup, Core Web Vitals)
• • Digital Marketing Strategy & Campaign Management
• • Website Hosting & Infrastructure Management
• • Website Maintenance & Updates
• • Website Security & Compliance
• • Marketing Consulting & Strategy

3.3 Scope changes, additional services, or variations to the original agreement will be quoted separately and invoiced upon completion.

3.4 The Project Scope defines the deliverables. Any work outside the scope requires a written change request and additional fees.

4.1 Fees & Invoicing

• • Service fees are as quoted in the written proposal in Australian Dollars (AUD)
• • Invoices are issued upon work completion or as per the agreed schedule
• • All prices exclude GST unless otherwise stated

4.2 Payment Terms

• • Invoices are payable within 14 days of issue
• • Payment methods: Bank transfer, credit card, or other agreed methods
• • Late payments will incur interest at 10% per annum
• • Deposits may be required before work commences (non-refundable but credited against final invoice)

4.3 Additional Charges

• • Additional revisions beyond agreed scope: $150-300/hour depending on complexity
• • Rush delivery fees: 25-50% premium on project costs
• • Additional hosting resources, integrations, or custom development will be quoted separately
• • Expenses (third-party tools, licenses, stock images) invoiced at cost

4.4 Retainers & Monthly Services

• • Monthly retainers are payable in advance
• • Unused hours do not roll over to the following month
• • Retainer services can be cancelled with 30 days written notice

5.1 All notices must be in writing and sent via email to the contact address provided in the Agreement.

5.2 For SoundSpace Consulting notices: camilla@soundspaceconsulting.com.au

5.3 Notices are deemed received on the date of sending if sent during business hours on a business day.

6.1 Termination for Non-Payment

• • If invoice remains unpaid after 30 days, SoundSpace Consulting may suspend services
• • If unpaid after 60 days, services will be terminated and work may be removed
• • All outstanding fees remain due

6.2 Termination for Breach

• • Breach of these Terms will result in written notice with 14 days to remedy
• • If breach is not remedied, services may be terminated immediately
• • Breaches include: illegal requests, copyright violations, harassment, or non-compliance with policies

6.3 Termination by Client

• • Client may terminate with written notice
• • Client is liable for all work completed to date plus reasonable expenses
• • Early termination of retainers incurs 30 days notice or fees

6.4 Termination by SoundSpace

• • SoundSpace may terminate for legal/compliance issues
• • SoundSpace may terminate if business ceases or services are discontinued
• • 30 days notice will be provided where possible

7.1 Entire Agreement: These Terms and Conditions, together with your proposal, constitute the entire agreement between you and SoundSpace Consulting.

7.2 Amendments: SoundSpace Consulting may update these Terms at any time. Changes apply to new projects but not retroactively to existing agreements unless agreed in writing.

7.3 Governing Law: These Terms are governed by the laws of Western Australia, Australia.

7.4 Jurisdiction: Both parties agree to submit to the jurisdiction of Australian courts.

7.5 Severability: If any provision is unenforceable, it will be modified to the minimum extent necessary, and other provisions remain in effect.

7.6 No Waiver: Failure to enforce any provision does not constitute a waiver of that provision.

7.7 Relationship: SoundSpace Consulting acts as an independent service provider, not as your agent, partner, or employee.

8.1 Scope & Deliverables: Custom website development using modern .js frameworks, responsive design, SEO-optimised structure, initial setup, and configuration as outlined in the proposal.

8.2 Technology & Framework: Websites are built on modern .js frameworks and cloud-based hosting. Client has no claim to proprietary tools or frameworks used.

8.3 Client Responsibilities:

• • Provide accurate, timely content and information
• • Supply all images, videos, and assets in timely manner
• • Ensure content does not violate copyright or trademark laws
• • Review and approve deliverables within agreed timeframes
• • Maintain active domain registrations and hosting

8.4 Bug Fixes & Support: Minor bugs discovered within 30 days of launch are fixed at no charge. After 30 days, bug fixes are charged at $150-300/hour depending on complexity.

8.5 Revisions: The agreed number of revision rounds is included in the project fee. Additional revisions are $150-300/hour.

8.6 Browser & Device Compatibility: Websites are tested and optimised for modern browsers (Chrome, Safari, Firefox, Edge) and responsive devices (desktop, tablet, mobile). Legacy browser compatibility is not guaranteed.

8.7 Performance & Optimization: SoundSpace optimises for Core Web Vitals and SEO best practices. Performance depends on server resources, user internet speed, and hosting configuration. We do not guarantee specific load times.

8.8 Archiving Policy: Websites that are inactive or unpaid may be archived or removed after 90 days notice.

9.1 Scope: Technical SEO implementation, content optimisation, schema markup, Core Web Vitals improvement, and AI-powered content enhancements as outlined in the proposal.

9.2 SEO Disclaimer: While SoundSpace optimises for search engines, we cannot guarantee specific rankings or traffic increases. SEO results depend on competition, market conditions, and algorithm changes outside our control.

9.3 Content Accuracy: Client is responsible for ensuring all content is accurate, legally compliant, and does not violate any laws or third-party rights.

9.4 AI Content Use: SoundSpace may use AI tools to enhance content. All AI-generated content is reviewed for accuracy and appropriateness before publication. Client retains responsibility for all content on their website.

9.5 Reporting & Analytics: Monthly reports provide metrics on rankings, traffic, and optimisation progress. Reports are estimates based on available data and may vary from actual performance.

10.1 Campaign Management: Digital marketing campaigns are managed according to agreed budgets and strategies. Monthly reporting on campaign performance is provided.

10.2 Ad Account Authorization: Client authorises SoundSpace to manage ad accounts (Google Ads, Meta Ads, etc.) on their behalf. Client remains responsible for platform compliance and policies.

10.3 Budget & Spend: Ad spend budgets are as agreed. SoundSpace will not exceed agreed monthly budgets without written approval.

10.4 Results Disclaimer: Campaign results vary based on market conditions, audience quality, and competition. We cannot guarantee specific conversion rates or ROI.

10.5 Cancellation: Campaigns can be cancelled with 30 days notice. Final costs include campaign wind-down and reporting.

11.1 Hosting Agreement: Website hosting requires a separate ongoing fee. Hosting can be managed by SoundSpace or transferred to Client's provider.

11.2 Uptime & Support: Cloud hosting provides 99.9% uptime guarantee. Technical support available during business hours (Mon-Fri, 9am-5pm AWST).

11.3 Backups & Data: Automated daily backups are maintained. Client responsible for maintaining additional backups as required.

11.4 Security & SSL: SSL certificates included. SoundSpace implements standard security measures but cannot guarantee complete protection against all threats.

11.5 Cancellation: Hosting can be cancelled with 30 days written notice. Final invoice due upon cancellation.

12.1 Ongoing Maintenance: If maintenance is not included in your agreement, website updates, security patches, and hosting management are your responsibility.

12.2 Security Patches: SoundSpace maintains hosting software and frameworks with regular security updates. Major updates may require testing and approval.

12.3 Security Compliance: Client is responsible for ensuring website compliance with privacy laws, consumer protection regulations, and industry-specific requirements.

12.4 Access & Credentials: Do not share sensitive credentials unless necessary. Provide limited access where possible and notify immediately of security breaches.

14.1 Confidential Information: Both parties agree to keep proprietary information confidential, including business strategies, client lists, and pricing.

14.2 Data Protection: SoundSpace implements reasonable security measures to protect data. However, no system is completely secure. Client is responsible for maintaining data backups.

14.3 Privacy Compliance: Use of personal information is governed by our Privacy Policy. Clients must comply with Australian Privacy Principles and applicable data protection laws.

14.4 Secure Information Transfer: Sensitive information should be transferred securely. Do not send passwords or sensitive data via unsecured channels.

15.1 Client Content: Client retains all rights to content, images, and materials provided (text, photos, videos, brand assets, etc.).

15.2 Work Product: Upon full payment, Client receives a license to use deliverables (website, designs, optimisations) for the agreed purpose. SoundSpace retains ownership of tools, templates, frameworks, and processes.

15.3 Third-Party Assets: Client responsible for ensuring proper licensing of stock images, fonts, plugins, and materials. Client liable for copyright violations.

15.4 Portfolio Use: SoundSpace may display your website/project in our portfolio (unless Client requests confidentiality) to demonstrate work quality.

15.5 License Grant: This is a non-exclusive, non-transferable license to use deliverables for Client's business purposes only.

Client agrees to indemnify and hold SoundSpace Consulting harmless from any claims, damages, or costs (including legal fees) arising from:

• • Content provided by Client that violates intellectual property rights
• • Non-compliance with laws or regulations
• • Client's misuse of the website or services
• • Claims by third parties related to Client's business, content, or website
• • Breach of these Terms and Conditions by Client

17.1 Liability Cap: To the maximum extent permitted by law, SoundSpace's total liability for any claim shall not exceed the fees paid in the 12 months preceding the claim.

17.2 Excluded Damages: SoundSpace is not liable for indirect, incidental, special, consequential, or punitive damages, including:

• • Loss of revenue or business opportunity
• • Loss of data or information
• • Loss of profits or business interruption
• • Reputational harm

17.3 Third-Party Services: SoundSpace is not liable for issues arising from third-party services (hosting providers, ad networks, plugins, software) beyond our reasonable control.

18.1 Our Warranty: SoundSpace warrants that services will be performed in a professional manner consistent with industry standards.

18.2 Disclaimer: Except as stated above, services are provided "as is" without warranties of merchantability, fitness for a particular purpose, or non-infringement.

18.3 No Guarantee: SoundSpace does not guarantee results including search rankings, traffic increases, conversion rates, or lead generation.

18.4 Third-Party Tools: SoundSpace uses third-party tools and platforms. We are not responsible for their functionality, availability, or compliance issues.

19.1 Deposits: Deposits are non-refundable but credited against final invoices. Deposits are required to secure project dates.

19.2 Installment Payments: Projects may be paid in installments: 50% deposit, 50% on completion. Payment schedule outlined in proposal.

19.3 Escrow: SoundSpace may hold funds in escrow until deliverables are accepted and all terms are satisfied.

19.4 Currency: All fees are in Australian Dollars (AUD) unless otherwise stated.

If services are provided to a company or business entity, the Director/Owner may be required to personally guarantee payment of all outstanding invoices and fees. This ensures payment liability extends to the individual if the business entity cannot pay.