These Terms and Conditions ("Agreement") govern the provision of website design and related services by Orvantis Ventures Pty Ltd (ACN 690 803 902), trading as Orvantis Digital, a company incorporated in Queensland, Australia ("Service Provider", "we", "us", "our"), to any individual or entity ("Client", "you", "your") who engages our services or accesses our website at www.orvantisdigitalx.com (the "Site").
By submitting an enquiry form, accepting a written quote, paying a deposit, or otherwise engaging our services, you confirm that you have read, understood, and agree to be bound by this Agreement in its entirety. If you do not accept these terms, you must not engage our services.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior representations, negotiations, understandings, or agreements, whether oral or written.
All Quotes issued by the Service Provider are valid for fourteen (14) days from the date of issue, unless expressly stated otherwise. A Quote does not constitute a binding offer and is subject to change prior to acceptance.
A Project commences upon receipt of both (a) written acceptance of the Quote by the Client, and (b) payment of the Deposit. No work will be undertaken prior to receipt of the Deposit.
Any changes to the agreed scope of work following Project commencement must be agreed in writing by both parties and may result in additional charges and revised delivery timelines.
The total fee for the Services shall be as set out in the applicable Quote and is inclusive of Goods and Services Tax (GST) where applicable. All amounts are quoted and payable in Australian Dollars (AUD) unless otherwise agreed in writing.
Payment is structured as follows:
Payment is due within seven (7) days of the date of invoice unless otherwise agreed in writing. The Service Provider reserves the right to charge interest on overdue amounts at a rate of two percent (2%) per month, compounding monthly, from the due date until the date of payment.
The Service Provider reserves the right to suspend or terminate the provision of Services in the event of non-payment and shall not be obligated to deliver final Deliverables or connect the Project to any domain until all outstanding amounts have been paid in full.
Each Project includes a specified number of revision rounds as stated in the applicable Quote. A "revision round" is defined as one consolidated set of feedback provided by the Client following review of a Deliverable. Feedback must be provided in a single, consolidated communication per revision round.
Revision requests that fall outside the agreed scope of work, or that exceed the number of included revision rounds, will be assessed and quoted separately at the Service Provider's standard hourly rate of AUD $120 per hour, or such other rate as agreed in writing.
The Service Provider reserves the right to determine, acting reasonably, whether a requested change constitutes a revision within scope or a variation requiring additional fees.
The Service Provider will use reasonable endeavours to deliver the Project within the timeframe indicated in the Quote. All delivery estimates are indicative only and are not guarantees of delivery by a specific date.
Delivery timelines are contingent upon the timely provision of Client Materials, prompt feedback, and payment of the Deposit. Delays caused by the Client, including failure to provide required materials or feedback within agreed timeframes, may result in revised delivery timelines. The Service Provider shall not be liable for any loss or damage arising from delays caused by the Client or by circumstances beyond the Service Provider's reasonable control.
The Client agrees to:
The Client accepts full responsibility for the accuracy and legality of all content provided for inclusion in the Deliverables. The Service Provider shall have no liability for any claims arising from content supplied by the Client.
Upon receipt of all payments due under this Agreement, the Service Provider assigns to the Client all intellectual property rights in the Deliverables created specifically for the Client's Project, including all copyright. Until such payment is received in full, all intellectual property rights in the Deliverables vest exclusively in the Service Provider.
The Service Provider retains ownership of all underlying tools, frameworks, methodologies, know-how, code libraries, and pre-existing materials used in the creation of the Deliverables ("Background IP"). Nothing in this Agreement shall be construed as transferring any rights in the Background IP to the Client.
The Client warrants that all Client Materials provided to the Service Provider are owned by the Client or that the Client has obtained all necessary licences and permissions for their use, and that their use in the Deliverables will not infringe the intellectual property rights or other rights of any third party. The Client indemnifies the Service Provider against any claims, losses, damages, or expenses arising from any breach of this warranty.
The Service Provider reserves the right to display completed Deliverables in its portfolio and marketing materials unless the Client expressly requests otherwise in writing at the time of Project commencement.
Each party agrees to keep confidential all non-public information disclosed by the other party in connection with this Agreement ("Confidential Information"), and not to use or disclose such information for any purpose other than the performance of this Agreement, without the prior written consent of the disclosing party.
This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is required to be disclosed by law or regulatory authority.
The Service Provider warrants that:
Except as expressly stated in this Agreement, all warranties, conditions, and representations, whether express or implied by statute, common law, or otherwise, are excluded to the maximum extent permitted by applicable law, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
The Service Provider does not warrant that the Deliverables will generate any specific volume of leads, enquiries, sales, or revenue. Results will vary depending on numerous factors outside the Service Provider's control, including the Client's market, pricing, competition, and the quality of their coaching services.
To the maximum extent permitted by applicable law, the Service Provider's total aggregate liability to the Client under or in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to the Service Provider under the applicable Project.
In no event shall the Service Provider be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, loss of profits, loss of business, loss of data, loss of goodwill, or any other economic loss, even if the Service Provider has been advised of the possibility of such damages.
Nothing in this Agreement limits or excludes liability that cannot be limited or excluded by applicable law, including liability under the Australian Consumer Law for guarantees that cannot be excluded.
If the Client is a consumer under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)), the Client may have rights and guarantees that cannot be excluded, restricted, or modified. Nothing in this Agreement is intended to exclude, restrict, or modify any such rights or guarantees.
To the extent permitted by the Australian Consumer Law, the Service Provider's liability for a failure to comply with a consumer guarantee in respect of services is limited, at the Service Provider's election, to the resupply of the services or the payment of the cost of having the services supplied again.
The Client may cancel a Project at any time by providing written notice to the Service Provider. In the event of cancellation:
The Service Provider reserves the right to terminate this Agreement with immediate effect if the Client breaches any material term of this Agreement and fails to remedy such breach within seven (7) days of written notice. In such case, no refund of the Deposit shall be payable.
The Service Provider may utilise third-party platforms and services in the delivery of the Services, including but not limited to Systeme.io, Typeform, and Calendly. The use of such platforms is subject to the terms and conditions of the respective third-party providers. The Service Provider makes no representation or warranty regarding the availability, performance, or security of any third-party platform.
Where a Project is built on a third-party platform, the Client acknowledges that continued use of that platform may be subject to ongoing subscription fees payable directly to the platform provider, and that such fees are not the responsibility of the Service Provider.
Following delivery and handover of the completed Project, any amendments, additions, or modifications to the Deliverables requested by the Client will be assessed and quoted separately. Unless a specific ongoing support arrangement has been agreed in writing, the Service Provider has no ongoing obligation to maintain, update, or modify the Deliverables following delivery.
Post-delivery amendments are charged at the Service Provider's standard rate of AUD $120 per hour, or such other rate as agreed in writing at the time of the amendment request.
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, government action, civil unrest, power outages, or failure of third-party service providers ("Force Majeure Event").
The party affected by a Force Majeure Event shall promptly notify the other party in writing and shall use reasonable endeavours to mitigate the effect of the Force Majeure Event. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement by written notice, and the parties shall negotiate in good faith regarding any refund of amounts paid.
This Agreement shall be governed by and construed in accordance with the laws of the State of Queensland, Australia, without regard to its conflict of laws principles. The parties submit to the non-exclusive jurisdiction of the courts of Queensland, Australia.
In the event of a dispute arising out of or in connection with this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiation. If the dispute is not resolved within thirty (30) days of written notice of the dispute, either party may refer the dispute to mediation before commencing legal proceedings, except where urgent injunctive or other equitable relief is required.
For any queries regarding these Terms and Conditions, please contact: