Terms & Conditions

1. Introduction and Acceptance

• 1.1  These Terms and Conditions (“Terms”) are published at pixelz360.com.au/terms-conditions/ and govern the provision of digital services (including web design, development, marketing, hosting, and maintenance) by Pixelz360 Pty Ltd (ABN 81 672 209 415) trading as Pixelz360 (“the Agency”, “we”, “us”) to any client who accepts a proposal or quote referencing these Terms (“the Client”, “you”). These Terms are incorporated by reference into every proposal or quote issued by Pixelz360, whether or not they are separately attached.
• 1.2  By accepting a quote, paying a deposit, or instructing us to commence work, the Client agrees to be bound by these Terms as published on our website at the time the proposal or quote is issued. Confirmation from the Client via email or mail is sufficient to formalise an agreement. Any instruction or confirmation given verbally, including by telephone, is not binding unless confirmed in writing (including by email) by the Client within 2 business days. The person accepting this agreement on behalf of the Client warrants that they have full authority to bind the Client to these Terms. Where this warranty is false or the Client is later found not to have been validly bound, the individual who accepted on the Client’s behalf agrees to be personally liable for all obligations arising under this agreement.
• 1.3  Pixelz360 provides services only to clients who are 18 years of age or above.
• 1.4  In these Terms, unless the context requires otherwise:
• 1.5  Force Majeure. Neither party will be liable for any failure or delay in performing its obligations under this agreement where such failure or delay results from circumstances beyond that party’s reasonable control, including but not limited to natural disasters, pandemic, industrial action, internet or telecommunications outages, third-party software or hosting failures, or changes in law. The affected party must notify the other party as soon as reasonably practicable and use reasonable efforts to mitigate the impact of the delay.
• 1.6  Order of Precedence. These Terms, together with the applicable proposal or quote, constitute the agreement between the parties. In the event of any inconsistency between these Terms and the proposal or quote, these Terms will prevail unless the proposal or quote expressly states that a specific provision is intended to override these Terms.
• 1.7  Updates to These Terms. Pixelz360 may update these Terms from time to time by publishing a revised version on our website. The version of these Terms in effect on the date the Client’s proposal or quote is issued will govern that engagement, unless the Client and Pixelz360 agree in writing to a variation. Continued use of Recurring Digital Services after a Terms update takes effect constitutes acceptance of the updated Terms for that ongoing service.

2. Services and Scope

• 2.1  We will provide the services explicitly set out in the agreed proposal or quote (“the Deliverables”), based on the information, materials, and requirements disclosed by the Client at the time the proposal or quote was issued.
• 2.2  Any requests outside the agreed scope will be treated as additional work, subject to additional fees and timelines. Additional work will be quoted in advance and must be approved by the Client in writing prior to commencement. Where a Client verbally instructs Pixelz360 to proceed with additional work, Pixelz360 may treat that instruction as approval for invoicing purposes provided Pixelz360 confirms the instruction and cost in writing prior to, or promptly after, commencing that work.
• 2.3  The Client is responsible for ensuring the timely availability of any material, feedback, and approvals required by Pixelz360 to complete the work within the agreed timeline. Timelines and delivery dates provided by Pixelz360 are estimates only and are not guaranteed, as they depend on the timely provision of materials, feedback, and approvals by the Client. Pixelz360 is not liable for any delay, cost, or loss arising from the Client’s failure to provide these within the agreed timeframe.
• 2.4  Revisions: Where a proposal specifies a number of included revision rounds, any further revision requests beyond that number will be treated as additional work under clause 2.2.
• 2.5  Client Non-Responsiveness: Where the Client fails to respond to a request for materials, feedback, or approval for a period of 30 consecutive days, Pixelz360 may treat the project as on hold. Pixelz360 reserves the right to (a) suspend further work until the Client responds, (b) charge a re-engagement fee as set out in the current Schedule of Fees to resume work, and (c) exclude the period of non-response from any timeline calculation or delivery commitment.
• 2.6  Change in Scope Due to Undisclosed Complexity: Where the actual scope of work required differs materially from what was disclosed by the Client at the time of quoting (including but not limited to existing site complexity, hosting environment, or third-party integrations), Pixelz360 reserves the right to revise the quoted fees and timeline accordingly, subject to the Client’s written approval in accordance with clause 2.2.

3. Fees, Invoicing, and Payment

• 3.1  The Client agrees to pay the fees set out in the proposal. All fees are stated in Australian Dollars (AUD) unless otherwise expressly stated. Unless otherwise stated in the proposal, a non-refundable commencement invoice (Initial Payment) must be paid in full before work begins.
• 3.2  All invoices are payable within the payment term stated on the invoice. Where no payment term is stated on an invoice, it is payable within 7 days of the invoice date.
• 3.3  All prices are exclusive of GST and any third-party software, licensing, or subscription costs unless expressly stated otherwise.
• 3.4  Late Payment: Where an invoice remains unpaid after its due date, the late payment fee set out in clause 15 will apply. The Client authorises Pixelz360, via our payment processor Stripe, to re-attempt payment using any securely saved direct debit or card details provided by the Client.
• 3.5  Suspension for Non-Payment: Where an invoice remains unpaid 7 days after its due date, Pixelz360 may, after providing at least 48 hours’ written notice to the Client, suspend work, withhold deployment of Deliverables, or suspend the Client’s live website until payment is received in full. No notice is required to pause work on Deliverables that have not yet been delivered or deployed to the Client. Reinstatement following suspension may incur a reinstatement fee as set out in the current Schedule of Fees.
• 3.6  Non-Payment Consequences: Persistent non-payment may result in the matter being referred for debt recovery or legal action, and may be reported to credit reporting agencies in accordance with applicable law.
• 3.7  Recurring Services — Minimum Term: For service packages that include a minimum term, the minimum term begins from the date the service payment is first made, not from the date the agreement is signed. Recurring Digital Services are payable in advance and are typically collected via automated recurring billing through Stripe.
• 3.8  Holding Period: Where the Client has paid an Initial Payment but elects not to proceed, changes their mind, or holds the project, the Initial Payment is non-refundable and may be retained by Pixelz360 as the deposit for the project for the holding period specified in the proposal. Where no holding period is specified, the default holding period is 90 days, after which Pixelz360 may close the project file.
• 3.9  Payment Processing and Stored Credentials: Payments are processed securely via our third-party payment gateway, Stripe. Pixelz360 does not directly store full credit card data on our servers. By supplying payment details, the Client agrees to Stripe’s terms of service and explicitly authorises Pixelz360 to securely store these payment credentials on file via Stripe for the purpose of processing agreed ongoing fees, outstanding invoices, or re-attempting failed payments.

4. Design, Development, and Revisions

• 4.1  The design and development process will follow the milestones outlined in the proposal, subject to adjustment in accordance with clauses 2.3 (timeline estimates), 2.5 (Client non-responsiveness), and 2.6 (change in scope).
• 4.2  Satisfaction Guarantee: Any “satisfaction guarantee” or “money-back guarantee” referenced in a Pixelz360 proposal or quote applies strictly to the initial design phase and is available only where requested in writing within the period stated in the proposal (or, where no period is stated, within 7 days of the initial design concepts being presented) and prior to the commencement of the development phase. The development phase is deemed to commence upon the Client’s written approval of the design, or upon Pixelz360 beginning development work at the Client’s instruction, whichever occurs first. Where validly claimed, this guarantee entitles the Client to a refund of design fees paid (excluding any non-refundable Initial Payment or commencement fee), and is the Client’s sole and exclusive remedy for dissatisfaction with the initial design concepts. This guarantee does not apply to fees for development, hosting, maintenance, or third-party costs, and excludes any claim for consequential loss.
• 4.3  Deployment Approvals: For any material change to site functionality (being a change that alters core functionality, structure, or the Client-facing experience of the site, as reasonably determined by Pixelz360), Pixelz360 will seek the Client’s prior approval (which may be provided via email) before deployment. Where the Client does not respond to a request for approval within 5 business days, Pixelz360 may treat the request as approved for the purpose of proceeding with deployment, without limiting the Client’s other rights under these Terms. Pixelz360 reserves the right to deploy minor changes, routine maintenance, bug fixes, and security updates — including emergency security patches — without prior Client approval where reasonably necessary to protect the security or stability of the site. Pixelz360 maintains version control and retains the ability to roll back changes if reasonably required, subject to the availability of backups in accordance with clause 5.2.

5. Client Responsibilities and Data

• 5.1  The Client must provide all necessary content, materials, and access (for example, logos, copy, server credentials) required for us to perform the services in a timely manner. Delays in providing materials may result in project delays, and Pixelz360 will not bear any costs incurred by the Client for loss of earnings due to such delays. The Client warrants that all content, information, claims, and materials supplied to Pixelz360 are accurate, not misleading, and comply with all applicable laws, including the Australian Consumer Law.
• 5.2  Data and Backups: Pixelz360 will maintain site backups in accordance with the specific hosting plan selected by the Client, including the backup frequency and retention period applicable to that plan. The Client acknowledges they are solely responsible for verifying the accuracy, completeness, and independent backup of any business-critical data they enter or maintain on the site (including but not limited to inventory, pricing, availability, and bookings). Pixelz360 accepts no liability for any loss arising from data entered, altered, or deleted by the Client or their agents, or for any data loss falling outside the backup frequency and retention period of the Client’s selected plan.
• 5.3  Privacy and Data Protection: Pixelz360 is committed to complying with the Australian Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs). All personal data collected, stored, or processed by Pixelz360 on behalf of the Client will be handled in accordance with these standards, including secure storage, appropriate access controls, and clear procedures for data deletion. The Client is responsible for its own compliance obligations in respect of personal information collected through its website or campaigns, including maintaining a compliant privacy policy and obtaining all necessary consents from individuals. Each party will notify the other without undue delay upon becoming aware of any actual or suspected data breach affecting the other party’s data, and will cooperate reasonably in assessing and responding to that breach, including in meeting any obligations under the Notifiable Data Breaches scheme. Where a separate Data Processing Agreement is required, it may be provided for review alongside the proposal.
• 5.4  The Client guarantees they hold all necessary rights, licences, and permissions for any data or materials submitted to Pixelz360. Any copyright or other intellectual property violation caused by data or materials submitted by the Client is not the responsibility of Pixelz360. Pixelz360 reserves the right to refuse any material that may breach copyright unless authentic verification of the right to use such content is provided. The Client indemnifies Pixelz360 against all claims, losses, damages, and reasonable costs (including legal costs) arising from any third-party claim that materials or information supplied by the Client infringe that third party’s rights or breach any applicable law.
• 5.5  Account and Credential Security: The Client is responsible for maintaining the security and confidentiality of all account credentials, logins, and access details relating to their website, hosting, and associated services, and for all activity carried out using those credentials. Where the Client grants access to any third party, the Client remains responsible for that party’s actions. Pixelz360 is not liable for any loss arising from unauthorised access resulting from the Client’s failure to safeguard credentials.
• 5.6  Acceptable Use: The Client must not use any website, hosting, or service provided by Pixelz360 to store, publish, or transmit any material that is unlawful, defamatory, infringing, or malicious. Where Pixelz360 becomes aware of such material, Pixelz360 may remove it or suspend the affected service, and will notify the Client as soon as reasonably practicable.
• 5.7  Client-Side Modifications: Where the Client, or any third party engaged by the Client, modifies the website, its code, plugins, themes, or hosting configuration, Pixelz360 is not responsible for any resulting defect, malfunction, or security vulnerability. Any work required to diagnose or rectify issues arising from such modifications falls outside the agreed scope and any maintenance plan, and is chargeable in accordance with clause 2.2.

6. Testing, Defect Rectification, and Go-Live

• 6.1  Testing and Rectification: The Client remains fully responsible for testing the Deliverables prior to approving deployment and making the site live for general use. Where the Client identifies a defect or malfunction in the Deliverables during the testing phase, or within the defect-notification period stated in the proposal following the go-live date (or, where no period is stated, within 30 days following the go-live date), the Client must promptly notify Pixelz360 in writing.
• 6.2  Deemed Acceptance: The Deliverables are deemed accepted by the Client on the earliest of: (a) the Client’s written approval; (b) the Client making the site live or otherwise using the Deliverables for commercial purposes; or (c) the expiry of 10 business days following Pixelz360 notifying the Client that the Deliverables are ready for testing, where the Client has not notified Pixelz360 of any defect in writing within that period.
• 6.3  Sole Remedy: Provided the defect is a direct result of Pixelz360’s work, Pixelz360 will rectify the issue at no additional cost within a reasonable period. Subject to clause 9, this rectification is the Client’s sole and exclusive remedy. The Client agrees not to engage a third party to rectify a defect, or to claim the cost of doing so, without first providing Pixelz360 a reasonable opportunity to investigate and remedy it. Pixelz360’s obligation under this clause does not extend to any loss arising from the defect.
• 6.4  What Is Not a Defect: For the purposes of this clause, a defect does not include: (a) a request to change, add to, or alter agreed functionality, design, or content, which is treated as additional work under clause 2.2; (b) any issue arising from modifications made by the Client or a third party engaged by the Client, as set out in clause 5.7; (c) any issue arising from third-party software, plugins, themes, hosting, or services not supplied or controlled by Pixelz360; (d) any issue arising from content, materials, or data supplied by the Client; or (e) cosmetic variation in rendering between different browsers, devices, or screen sizes that does not materially affect functionality.
• 6.5  Compatibility: Pixelz360 ensures the developed site functions correctly on the server on which it was initially installed and across mainstream web and mobile browsers current as at the date of delivery. Pixelz360 does not warrant compatibility with browsers, devices, or operating systems released, updated, or discontinued after that date. Pixelz360 is not responsible if the website subsequently breaks down due to causes outside its control after submission to the Client, including as a result of updates to third-party software, plugins, themes, or hosting environments. Where the Client does not hold a current maintenance plan, any work required to address such issues is chargeable in accordance with clause 2.2.

7. Ongoing Maintenance and Support

• 7.1  If the Client engages us for ongoing maintenance, the terms of the specific maintenance plan set out in the proposal apply, together with this clause 7. Maintenance plans are Recurring Digital Services and are subject to clauses 3.7 (minimum term), 3.5 (suspension for non-payment), and 14.1 (termination on notice).
• 7.2  Maintenance Services: Where the Client holds a current maintenance plan, Pixelz360 will conduct regular security checks, plugin updates, and theme updates at a minimum frequency of once per calendar month, and will provide the Client with a monthly maintenance report detailing the updates and checks performed. Reports will be provided to the Client’s nominated contact within a reasonable period following the completion of each monthly maintenance cycle.
• 7.3  Exclusions from Maintenance: Unless expressly stated in the applicable maintenance plan, maintenance does not include: (a) new features, redesigns, or changes to existing functionality; (b) content creation, entry, or updates; (c) remediation of issues arising from Client-side modifications under clause 5.7; (d) malware removal, hacking remediation, or restoration arising from causes outside Pixelz360’s control; (e) migrations to or from other hosting providers; or (f) support for third-party software, services, or integrations not supplied by Pixelz360. Work of this nature falls outside the maintenance plan and is chargeable in accordance with clause 2.2 or at the rate set out in the proposal or current Schedule of Fees.
• 7.4  Third-Party Licences and Costs: The Client is responsible for all ongoing third-party licence, subscription, and renewal costs associated with their website, including premium plugins, themes, SSL certificates, and external services, unless expressly included in the maintenance plan. Where a licence lapses or is not renewed, Pixelz360 is not responsible for any resulting loss of functionality, security update, or support.
• 7.5  Updates and Replacements: Where a plugin, theme, or third-party component becomes abandoned, unsupported, incompatible, or presents a security risk, Pixelz360 may update, replace, or remove it as reasonably necessary to maintain the security and stability of the site, and will notify the Client of any material change made under this clause.
• 7.6  Support Requests: Support requests must be submitted in writing through the support channel nominated by Pixelz360. Any response or resolution times indicated by Pixelz360, whether in the proposal, on our website, or otherwise, are targets based on reasonable endeavours and are not guarantees, unless a specific service level is expressly agreed in writing.
• 7.7  No Guarantee of Uninterrupted Operation: A maintenance plan reduces but does not eliminate the risk of faults, downtime, or security incidents. Pixelz360 does not warrant that a website will operate without interruption or error. Where Pixelz360 recommends an update, migration, or remedial action and the Client declines, defers, or fails to approve it, Pixelz360 is not liable for any loss, fault, or security incident arising from that decision.

8. Intellectual Property

• 8.1  Background IP: “Background IP” means any intellectual property owned or licensed by Pixelz360 that exists prior to, or is developed independently of, the Client’s project, including frameworks, libraries, reusable code components, templates, tools, methodologies, and know-how. All Background IP remains the exclusive property of Pixelz360. Nothing in these Terms transfers ownership of Background IP to the Client, and Pixelz360 remains free to use, adapt, and reuse its Background IP for any purpose, including for other clients.
• 8.2  Transfer of Deliverables: Upon receipt of full payment of all outstanding invoices, all intellectual property rights in the bespoke elements of the Deliverables created specifically for the Client (including custom code, designs, and materials) transfer to the Client, excluding Background IP and Third-Party Materials, which are dealt with in clauses 8.1 and 8.4 respectively.
• 8.3  Licence of Background IP: Where Background IP is embedded in or necessary to the operation of the Deliverables, Pixelz360 grants the Client a perpetual, non-exclusive, royalty-free licence to use that Background IP solely as part of, and for the purpose of operating, the Deliverables. This licence does not permit the Client to extract, resell, sublicense, or distribute the Background IP separately from the Deliverables.
• 8.4  Third-Party Materials: Certain components of the Deliverables may be licensed rather than owned, including open source and GPL-licensed software, WordPress core, themes, plugins, stock imagery, and fonts (“Third-Party Materials”). Ownership of Third-Party Materials does not transfer to the Client. The Client’s use of Third-Party Materials is governed by the applicable third-party licence terms, and the Client is responsible for ongoing licence and renewal costs in accordance with clause 7.4.
• 8.5  Concepts Not Selected: Design concepts, drafts, and other materials presented to but not selected or paid for by the Client remain the property of Pixelz360, and may be adapted and reused by Pixelz360 for other purposes.
• 8.6  No Use Prior to Payment: Until full payment of all outstanding invoices has been received, the Client has no right or licence to use, publish, deploy, copy, or modify the Deliverables. Any such use prior to full payment constitutes an infringement of Pixelz360’s intellectual property rights.
• 8.7  Client Materials: The Client retains ownership of all content, data, trade marks, and materials supplied by the Client. The Client grants Pixelz360 a licence to use those materials for the purpose of performing the services and, subject to clause 8.8, for promotional purposes. The Client’s warranty in respect of supplied materials is set out in clause 5.4.
• 8.8  Promotional Use: Pixelz360 retains the right to use the Deliverables and the Client’s name and logo for promotional purposes, including in our portfolio, case studies, and marketing materials. The Client may withdraw this permission by written notice, in which case Pixelz360 will cease further promotional use within a reasonable period, but is not required to remove or recall materials already published, printed, or distributed.
• 8.9  Moral Rights: To the extent permitted by the Copyright Act 1968 (Cth), each party consents to the other party performing acts in relation to the Deliverables that would otherwise infringe the moral rights of its personnel, including altering, adapting, or reproducing the Deliverables without attribution.

9. Consumer Guarantees

• 9.1  Australian Consumer Law: Nothing in these Terms excludes, restricts, or modifies any guarantee, warranty, right, or remedy conferred by the Australian Consumer Law (ACL) contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth), or any other applicable law, that cannot lawfully be excluded, restricted, or modified. This clause prevails over any other provision of these Terms to the extent of any inconsistency, including clauses 6.3 and 10.
• 9.2  Application: Where the Client acquires services from Pixelz360 as a consumer within the meaning of the ACL, the consumer guarantees under the ACL apply to that supply, including guarantees that services will be rendered with due care and skill, will be reasonably fit for any purpose made known to Pixelz360, and will be supplied within a reasonable time.
• 9.3  Remedy for Guarantee Breach: To the extent permitted by law, and where the services supplied are not of a kind ordinarily acquired for personal, domestic, or household use or consumption, Pixelz360’s liability for a failure to comply with a consumer guarantee under the ACL is limited, at Pixelz360’s option, to the resupply of the relevant services or the payment of the cost of having the services resupplied. Where the law does not permit such a limitation, this clause does not apply and the Client’s rights under the ACL are unaffected.
• 9.4  Client Acknowledgement: Where the Client acquires the services for the purposes of a business, the Client acknowledges that the services are not of a kind ordinarily acquired for personal, domestic, or household use or consumption. This acknowledgement does not operate to exclude, restrict, or modify any right the Client has under the ACL that cannot lawfully be excluded, restricted, or modified.

10. Limitation of Liability

• 10.1  Limitation of Liability: To the maximum extent permitted by law, and subject to clause 9, the total aggregate liability of Pixelz360 to the Client arising out of or in connection with this agreement, whether in contract, tort (including negligence), under statute, or otherwise, shall not exceed the total fees actually paid by the Client to Pixelz360 for the specific service giving rise to the claim in the 12 months immediately preceding the event giving rise to the claim.
• 10.2  Exclusion of Indirect Loss: Subject to clause 9, and to the maximum extent permitted by law, Pixelz360 will not be liable to the Client for any indirect, incidental, special, or consequential loss or damage, including but not limited to loss of profits, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, or loss or corruption of data, however arising, whether or not Pixelz360 was advised of the possibility of such loss.
• 10.3  No Guarantee of Results: Pixelz360 will perform marketing, search engine optimisation, and advertising services with due care and skill, but does not guarantee any particular outcome, including search engine rankings, traffic volumes, impressions, clicks, leads, conversions, sales, return on ad spend, or cost per acquisition. Outcomes depend on factors outside Pixelz360’s control, including search engine and platform algorithms, competitor activity, market conditions, the Client’s own products, pricing, and sales processes, and the Client’s implementation of recommendations. Any forecast, projection, or estimate provided by Pixelz360 is an indicative estimate based on available information and is not a warranty or guarantee of performance.
• 10.4  Third-Party Platforms and Services: Pixelz360 is not liable for any loss arising from the unavailability, suspension, or modification of any third-party software, platform, service, or material, including advertising account suspensions, ad or content disapprovals, policy or algorithm changes, pricing changes, or API changes made by third parties such as Google, Meta, or hosting and software providers. Pixelz360 is also not liable for losses arising from work carried out on the instruction of the Client or their appointed agent, or from any matter excluded under clauses 5.7, 6.4, or 7.7.
• 10.5  Client Contribution: Pixelz360’s liability is reduced proportionately to the extent that any loss or damage is caused or contributed to by the Client, the Client’s personnel or agents, or the Client’s failure to comply with its obligations under these Terms.
• 10.6  Time Limit for Claims: To the maximum extent permitted by law, and subject to clause 9, the Client must notify Pixelz360 in writing of any claim arising out of or in connection with this agreement within 12 months of the date on which the Client became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim.
• 10.7  Third-Party Disputes: Pixelz360 will not be a party to any dispute between the Client and the Client’s own customers, suppliers, or other third parties.
• 10.8  No Limit on Fees Owing: Nothing in this clause limits or reduces the Client’s obligation to pay fees properly due to Pixelz360, or Pixelz360’s right to recover them.

11. Complaints Procedure

• 11.1  Informal Procedure: Pixelz360 provides Clients with a contact channel for any problem experienced with their services. Complaints should be directed to the account manager or to the contact address published on the Pixelz360 website. The Client should provide sufficient information and outline the grounds for the complaint, and Pixelz360 will endeavour to resolve the matter as quickly as possible.
• 11.2  Formal Procedure: Where the Client believes the matter cannot be resolved informally, or a satisfactory outcome has not been achieved, the Client may make a formal complaint in writing to Pixelz360. Pixelz360 will acknowledge the complaint within 5 business days of receipt and will provide a considered response and any proposed remedy within 20 business days of receipt, or within such longer period as is reasonable where the matter requires further investigation and the Client is notified of that extension.
• 11.3  Escalation: Where a dispute is not resolved through the formal procedure, either party may escalate the matter by written notice setting out the nature of the dispute and the outcome sought. Senior representatives of each party will meet, in person or by video conference, within 10 business days of that notice and will negotiate in good faith to resolve the dispute.
• 11.4  Mediation: Where the dispute remains unresolved 20 business days after escalation under clause 11.3, either party may refer the dispute to mediation before a mediator agreed by the parties or, failing agreement, nominated by an accredited mediation body in Queensland. The parties will share the mediator’s costs equally and each bear their own costs of attending. Neither party may commence legal proceedings in respect of a dispute until the process in clauses 11.2 to 11.4 has been completed, except as permitted by clause 11.6.
• 11.5  Continued Performance and Payment: While a dispute is being resolved under this clause, each party will continue to perform its obligations under this agreement. The Client must continue to pay all amounts that are not the subject of the dispute in accordance with clause 3, and clauses 3.5 and 15 continue to apply to those undisputed amounts.
• 11.6  Urgent Relief: Nothing in this clause prevents either party from seeking urgent injunctive or interlocutory relief from a court where reasonably necessary to protect its interests.
• 11.7  Relationship with Clause 10.6: Engaging in the complaints or dispute resolution process under this clause does not extend the period within which a claim must be notified under clause 10.6. A Client wishing to preserve a claim must notify Pixelz360 in writing within that period regardless of whether this process is on foot.

12. Hosting and Staging

• 12.1  Hosting: Where the Client takes hosting with Pixelz360, hosting fees are payable in advance in accordance with the selected plan, and may be collected by direct debit or saved card details via Stripe. Hosting is a Recurring Digital Service and is subject to clauses 3.7, 14.1, and 14.8. Pixelz360 may suspend hosting in accordance with clause 3.5 (non-payment) or clause 5.6 (acceptable use). Backups are provided in accordance with clause 5.2.
• 12.2  Availability: Pixelz360 will take reasonable steps to maintain hosting availability but does not warrant that hosting will be uninterrupted or error free. Pixelz360 may carry out scheduled maintenance and will give the Client reasonable notice where that maintenance is likely to cause material disruption. Emergency maintenance may be carried out without notice where necessary to protect the security or stability of the infrastructure.
• 12.3  Third-Party Infrastructure and Data Location: Hosting services may be provided using third-party infrastructure and data centres, and the Client’s data may be stored or processed outside Australia. Pixelz360 will take reasonable steps to ensure that any such provider maintains appropriate security standards. The Client’s use of hosting is subject to the acceptable use requirements of the relevant upstream provider.
• 12.4  Fair Use and Resources: Hosting plans are subject to the resource limits set out in the applicable plan, including limits on storage, bandwidth, and server resources. Where the Client’s usage materially exceeds those limits or adversely affects other users on shared infrastructure, Pixelz360 may require the Client to upgrade to a suitable plan, or may charge for additional resource usage at the rate set out in the current Schedule of Fees. Pixelz360 will notify the Client before charging for excess usage or requiring an upgrade.
• 12.5  Fee Review: Pixelz360 may vary hosting and other recurring service fees by giving the Client at least 30 days’ written notice. Where the Client does not accept a variation, the Client may terminate the affected Recurring Digital Service by written notice before the variation takes effect, without incurring any early termination charge, and clause 14.1 will not require a further notice period in that circumstance.
• 12.6  Staging Environments: Where a staging website is deployed on a Pixelz360 hosting server, hosting fees may apply if the staging environment remains active beyond the period stated in the proposal or Schedule of Fees, or, where no period is stated, beyond 30 days from deployment of the staging environment. This applies regardless of where the Client intends to host the live website. Until the website is deployed to its final live hosting environment, it is considered hosted on a Pixelz360 server and subject to applicable hosting charges.
• 12.7  Domain Names: Unless expressly stated in the proposal, the Client is responsible for registering and renewing its own domain names and for all associated costs. Where Pixelz360 registers or renews a domain name at the Client’s request, it does so as the Client’s agent, and the domain name remains the Client’s property. Pixelz360 is not responsible for any loss arising from a domain name expiring, lapsing, or being transferred where renewal was the Client’s responsibility, or where the Client has not provided funds or instructions in time. Upon termination, Pixelz360 will provide reasonable assistance to transfer any domain name it administers to the Client or the Client’s nominated provider, subject to payment of all outstanding invoices.

13. Advertising Spend and Third-Party Accounts

• 13.1  Definitions: In this clause, “Ad Spend” means amounts payable to advertising platforms such as Google, Meta, LinkedIn, or similar for the purchase of media, and “Management Fees” means Pixelz360’s fees for planning, building, and managing campaigns. Ad Spend and Management Fees are separate amounts, and Management Fees are payable regardless of the level of Ad Spend unless the proposal expressly states otherwise.
• 13.2  Payment of Ad Spend: Unless the proposal expressly states otherwise, Ad Spend is payable by the Client directly to the relevant advertising platform using the Client’s own payment method. Where Pixelz360 agrees to fund Ad Spend on the Client’s behalf, that Ad Spend must be prepaid by the Client, or reimbursed in accordance with the invoice on which it appears, and clauses 3.4, 3.5, and 15 apply to those amounts.
• 13.3  Budget Authorisation: The Client authorises Pixelz360 to commit Ad Spend up to the budget approved by the Client in writing. Pixelz360 will not knowingly exceed an approved budget without the Client’s written approval. The Client acknowledges that advertising platforms may deliver spend above a nominated daily budget within their own operating tolerances, and that actual spend over a billing period may vary from the approved budget for that reason. Pixelz360 is not liable for platform overdelivery within those tolerances.
• 13.4  Suspension of Campaigns: Where any invoice for Management Fees or Ad Spend remains unpaid after its due date, or where a Client-funded payment method fails, Pixelz360 may pause or suspend campaigns immediately and without notice. This is an exception to the notice requirement in clause 3.5, because Ad Spend continues to accrue while campaigns remain live. Pixelz360 is not liable for any loss of performance, ranking, or campaign learning resulting from a suspension under this clause.
• 13.5  Unspent Budget: Where the Client has prepaid Ad Spend that remains unspent on termination, that amount will be refunded or credited to the Client after deduction of any Management Fees and other amounts properly owing to Pixelz360. Management Fees are not refundable on the basis that budget was unspent.
• 13.6  Client Accounts: Where the Client holds its own advertising, analytics, or webmaster accounts, those accounts and all data in them remain the Client’s property. The Client will grant Pixelz360 the access required to perform the services, and may revoke that access at any time, but revoking access during an engagement may prevent Pixelz360 from performing the services and does not reduce the Client’s payment obligations.
• 13.7  Accounts Created by Pixelz360: Where Pixelz360 creates an advertising, analytics, or webmaster account for the Client, including under a Pixelz360 manager or business account, that account is created for the Client’s benefit and the Client is the beneficial owner of it. Subject to payment of all outstanding invoices, on termination Pixelz360 will transfer administrative ownership of that account to the Client or its nominated provider, or where the platform does not permit transfer, will provide the Client with the access and data export the platform does permit. Pixelz360 may retain aggregated and de-identified performance data for benchmarking and internal purposes.
• 13.8  Platform Terms and Compliance: The Client’s advertising is subject to the terms, policies, and approval processes of the relevant platform. The Client is responsible for ensuring that products, services, claims, landing pages, and creative supplied or approved by the Client comply with those policies and with applicable law. Pixelz360 is not liable for ad disapprovals, account suspensions, or policy enforcement action by a platform, as set out in clause 10.4, except to the extent caused by Pixelz360’s own failure to exercise due care and skill.
• 13.9  Reporting and Data: Reporting provided by Pixelz360 is based on data made available by third-party platforms. The Client acknowledges that figures reported by different platforms and analytics tools commonly differ due to differing attribution models, tracking methods, and reporting windows, and that such variance is not a defect under clause 6.4.

14. Termination, Cancellation, and Offboarding

• 14.1  Ending the Agreement (No Fault): Either party can end this agreement, or stop a specific Recurring Digital Service, by giving the other party at least 30 days’ written notice. During that 30-day notice period, work continues as normal and the Client keeps paying as usual. Clause 14.2 explains an exception for services that have a minimum term.
• 14.2  Minimum Term Services: Some services have a minimum term set out in clause 3.7. If a service has a minimum term, the Client cannot end it early just by giving 30 days’ notice — the Client needs to wait until the minimum term is up, unless one of these applies: (a) Pixelz360 has increased its fees under clause 12.5 and the Client is ending the service because of that increase; or (b) Pixelz360 is ending the service for cause under clause 14.3. If the Client does end a minimum-term service early without either exception applying, the Client still owes the fees for the rest of the minimum term.
• 14.3  Ending the Agreement for Cause: Either party can end this agreement immediately, with no notice period, if the other party seriously breaches these Terms and either: (a) doesn’t fix it within 14 days of being asked to in writing; or (b) the breach can’t be fixed at all. On top of this, Pixelz360 can also end the agreement immediately if the Client doesn’t pay an invoice within 30 days of its due date, or if the Client breaches the acceptable use rules in clause 5.6.
• 14.4  Insolvency: Either party can end this agreement immediately if the other party becomes insolvent — for example, if they have an administrator, receiver, or liquidator appointed, enter an arrangement with creditors, or stop trading.
• 14.5  What Happens When the Agreement Ends: When the agreement ends, the Client must pay for all work done up to that point, plus any remaining minimum-term fees owed under clause 14.2. Any non-refundable deposit is not returned. Ending the agreement doesn’t cancel any right either party already had before it ended — for example, the right to be paid for work already done.
• 14.6  Handing Over Files: Once the Client has paid everything owed, Pixelz360 will give the Client the digital assets they’re entitled to under clause 8 (their custom code, designs, and materials) in a standard exportable format. If the Client still owes money, Pixelz360 doesn’t have to hand these over yet, and clauses 8.2 and 8.6 keep applying until payment is made. Pixelz360 will remove the Client’s system access soon after the agreement ends. If the Client wants extra help with the handover beyond a standard export, that’s chargeable under clause 2.2.
• 14.7  Getting Client Data Back, and Deletion: After the agreement ends, the Client has 30 days to request and collect any data still held by Pixelz360. After that, Pixelz360 will delete the Client’s data from its active systems. Some copies may still exist for a while in routine backups until those backups naturally expire — Pixelz360 isn’t required to hunt these down and delete them early. Pixelz360 can also keep records where the law requires it, or where it reasonably needs them to defend a legal claim.
• 14.8  When Billing Stops: Billing for a service that’s ended stops at the end of the notice period (clause 14.1) or minimum term (clause 14.2), whichever is later. If the Client’s website is still sitting on Pixelz360’s hosting after that date, hosting keeps running month-to-month and the Client keeps paying for it, until the site is actually moved off or removed. Moving the site to a new provider is the Client’s responsibility — once Pixelz360 has handed over the files, Pixelz360 isn’t responsible for anything that goes wrong with that move.
• 14.9  What Continues After the Agreement Ends: Some parts of these Terms are meant to keep applying even after the agreement ends — specifically, clause 3 (for any money still owed), clause 5.4 (indemnity), clause 8 (IP), clause 9 (consumer guarantees), clause 10 (liability), clause 11 (disputes), clauses 14.5 to 14.9 (this clause), and clause 16 (general terms). Any other clause that’s clearly meant to keep applying after the end of the agreement also continues.

15. Late Payment Fee

• 15.1  If any invoice remains unpaid 30 days after its due date, a late payment fee of 10% of the outstanding invoice amount, capped at $2,500, will be added to the balance owing. This fee reflects the administrative costs, cash-flow impact, and cost of funds associated with recovering overdue payments, and is a genuine pre-estimate of the loss suffered by Pixelz360 as a result of late payment. The fee is charged once per invoice and does not compound.
• 15.2  Disputed Amounts: The late payment fee does not apply to any amount that is the subject of a genuine dispute raised by the Client in writing before the due date and pursued in accordance with clause 11. The fee continues to apply to all undisputed amounts in accordance with clause 11.5. Where a dispute is resolved in Pixelz360’s favour, the late payment fee applies to the disputed amount from the date of that resolution if payment is not then made within 30 days.
• 15.3  Additional Rights: This clause is in addition to, and does not limit, Pixelz360’s rights to suspend work, withhold Deliverables, suspend the Client’s website under clause 3.5, re-attempt payment via any saved card or direct debit details under clause 3.4, terminate for cause under clause 14.3, or refer the matter for debt recovery under clause 3.6.

16. General

• 16.1  Notices: Any notice under these Terms must be in writing and sent to the other party’s nominated email address or postal address, or, in the case of Pixelz360, to the contact address published on our website. A notice is deemed received: (a) if sent by email, at the time of transmission, provided no delivery failure notification is received; or (b) if sent by post, three business days after posting. The Client must keep its nominated contact details current and notify Pixelz360 of any change.
• 16.2  Confidentiality: Each party must keep the other party’s Confidential Information confidential and must not disclose it to any third party except: (a) to its personnel, contractors, or professional advisers who need to know it and are bound by equivalent obligations; (b) with the other party’s written consent; or (c) as required by law. This obligation survives termination and continues for 3 years after termination. Nothing in this clause restricts Pixelz360’s promotional rights under clause 8.8.
• 16.3  Non-Solicitation: During the term of this agreement and for 12 months after its termination, the Client must not, without Pixelz360’s prior written consent, directly or indirectly solicit or engage any employee or contractor of Pixelz360 who was materially involved in providing services to the Client. This clause does not prevent a Client engaging a person who responds to a general recruitment advertisement not specifically directed at Pixelz360 personnel.
• 16.4  Assignment and Subcontracting: The Client may not assign or transfer its rights or obligations under this agreement without Pixelz360’s prior written consent, which will not be unreasonably withheld. Pixelz360 may subcontract any part of the services, but remains responsible for services performed by its subcontractors. Pixelz360 may assign this agreement in connection with a sale or restructure of its business on written notice to the Client.
• 16.5  Waiver: A failure or delay by either party to exercise a right under these Terms does not operate as a waiver of that right. A waiver is only effective if given in writing and applies only to the specific instance for which it is given.
• 16.6  Variation: Except as provided in clauses 1.7 and 12.5, any variation to this agreement must be agreed in writing by both parties.
• 16.7  Relationship of the Parties: Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties, except as expressly stated in clause 12.7 in relation to domain name registration.
• 16.8  Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision is to be read down to the extent necessary to make it valid and enforceable, or, if it cannot be read down, severed, and the remaining provisions continue in full force and effect.
• 16.9  Governing Law: These Terms are governed by the laws of Queensland, Australia, and the parties submit to the exclusive jurisdiction of the courts of Queensland.
• 16.10  Entire Agreement: These Terms, together with the applicable proposal or quote and any Schedule of Fees, constitute the entire agreement between the parties and supersede all prior agreements and understandings in relation to their subject matter. Clause 1.6 governs any inconsistency between these documents. Nothing in this clause operates to exclude, restrict, or modify any liability arising under the Australian Consumer Law for misleading or deceptive conduct, or any liability for fraud.