Before After Digital. Terms of Service

Version: 1.2
Effective date: 11 June 2026
Last updated: 13 June 2026
Trading name: Before After Digital, a registered business name of Monika Andrea Almasy.
Operator: Monika Andrea Almasy, sole trader, ABN 44 137 669 949.
Principal place of business: PO Box 233, Runaway Bay QLD 4216, Australia.
Contact email: [email protected]
Governing law: Queensland, Australia.

Plain-language summary. These Terms of Service set out the contract between Before After Digital and you, the client, for a done-for-you website redesign and the monthly care plan that hosts and looks after it. By paying our deposit invoice you agree to these terms. The terms cover scope, payments, intellectual property, refunds, the care plan, warranty, liability, and dispute resolution. They are written for Australian law and preserve your rights under the Australian Consumer Law (ACL). Prices are in Australian dollars for clients in Australia and in US dollars for clients outside Australia, and we do not charge GST.

1. Acceptance of terms

Plain-language summary. Paying the deposit invoice means you accept these terms. If you do not accept them, do not pay the deposit and let us know.

1.1 These Terms of Service (the "Terms") form a binding contract between Monika Andrea Almasy, trading as Before After Digital (ABN 44 137 669 949) ("Before After Digital", "we", "us", or "our"), and the person, business, or entity that engages us (the "Client", "you", or "your").

1.2 You accept these Terms by any of the following actions, each of which is sufficient on its own:
- (a) paying our deposit invoice in full or in part for any project covered by these Terms;
- (b) signing a written proposal, statement of work, or services agreement that incorporates or refers to these Terms;
- (c) confirming your acceptance in writing (including email) after being provided a copy of, or link to, these Terms;
- (d) instructing us to commence work after you have been provided with these Terms.

1.3 Where you accept these Terms on behalf of a company, partnership, trust, or other entity, you warrant that you have authority to bind that entity, and references to "you" include both you personally and that entity.

1.4 If any term in a signed proposal or statement of work conflicts with these Terms, the signed proposal or statement of work prevails to the extent of the inconsistency. This lets us take on a larger or bespoke project on its own written terms while these Terms cover our standard done-for-you offer.

1.5 "Before After Digital" is a registered business name of Monika Andrea Almasy (ABN 44 137 669 949). Contracts, invoices, and other documents are issued in the legal name "Monika Andrea Almasy, ABN 44 137 669 949", which is your contractual counterparty. The registered business name is used for marketing and brand identification, regardless of which name appears on customer-facing material.

2. Services covered

Plain-language summary. We redesign and rebuild your site as one clean page, with your existing content carried across and a contact form included, and host it for you on a required monthly care plan. Extra pages, copywriting, a logo refresh, and SEO setup are optional add-ons. Anything outside what is written into your project scope is out of scope.

2.1 Before After Digital provides the following services (the "Services"):
- (a) Website redesign, hosted. A done-for-you project to redesign and rebuild your homepage as a live, hosted website. The base build consolidates the existing content from your current site into one page and includes a contact form, the design, the build, go-live, the included revision rounds at clause 7, and the post-launch warranty at clause 11. This is the base offer.
- (b) Required care plan. A monthly hosting and care plan for the website we build. The care plan is required: we build and host the site for you, so every build runs on a care plan from go-live. Detailed at clause 9.
- (c) Optional add-ons. Additional pages, copywriting, a logo refresh, one-time SEO setup, and any other design, content, integration, or technical work (including a third-party booking or scheduling integration), each agreed and quoted separately as set out in your proposal or as a written variation.

2.2 The exact deliverables, page count, integrations, add-ons, and inclusions for each engagement are set out in the relevant proposal. The scope in writing is the only binding scope. Any indicative price you build on our pricing page is an estimate, not a contract; the binding scope and price are set in the proposal.

2.3 Unless expressly listed as included in your proposal, the Services do not include:
- (a) ongoing content writing, blog post production, or marketing copy beyond what is quoted;
- (b) paid advertising creation, management, or media spend;
- (c) ongoing search engine optimisation (SEO) campaigns beyond the one-time on-page SEO setup add-on, where purchased, or the ongoing SEO work in the Growth care tier, where taken;
- (d) email marketing platform setup, list management, or campaign sends;
- (e) custom software development or bespoke web application work beyond standard website configuration;
- (f) third-party service subscription costs (domain, premium plugins, stock photography, fonts, email, CDN, analytics, etc.), which you agree to pay directly to the provider unless we have agreed in writing to pass them through;
- (g) graphic design work beyond what is needed to deliver the agreed website, except the logo refresh add-on where purchased (which is a cleanup and light refresh of an existing logo, not bespoke brand design);
- (h) translation, localisation, or multilingual builds unless explicitly scoped;
- (i) accessibility certification or audit beyond reasonable WCAG-aligned best practice as part of the build;
- (j) legal review of any content you provide or instruct us to publish.

2.4 We may decline to take on, or may pause, any engagement where in our reasonable judgement the work is unlawful, deceptive, misleading, or contrary to professional standards or platform policies.

3. Engagement and contract formation

Plain-language summary. We send you a written proposal. You accept it, we send a deposit invoice, you pay it, and only then do we start work. We will not log into any of your live systems before the proposal is accepted and the deposit is paid. Verbal or casual chat does not change scope. Only written variations do.

3.1 The standard engagement flow is:
- (a) enquiry, or a package you build on our pricing page, or a discovery exchange;
- (b) a written proposal, including scope, add-ons, fees, the payment schedule, and timeline;
- (c) your written acceptance of the proposal, by signature, email confirmation, or payment of the deposit invoice;
- (d) issue and payment of the deposit invoice (clause 4.1(a));
- (e) commencement of work;
- (f) your review and approval against the included revision rounds;
- (g) payment of the balance, go-live, IP transfer, and handover, with the care plan starting at go-live.

3.2 We will not access, log into, audit, configure, or modify any of your live systems (including your existing website, CMS, hosting account, domain registrar, email accounts, analytics, advertising accounts, or any other third-party platform) before:
- (a) the proposal has been accepted by you in writing; and
- (b) the deposit invoice has been paid in cleared funds.

3.3 Receiving credentials, "have a look around" invitations, or screen-sharing offers from you before clauses 3.2(a) and 3.2(b) are satisfied does not constitute authorisation, and we will not act on them. This protects both parties.

3.4 Before committing to a price, we review your current website to understand what the work involves. If that review or the work itself surfaces unknowns that affect scope, timeline, or feasibility, we will raise them with you in writing and propose a path forward (no change, a written variation, or, if appropriate, a project pause).

3.5 Scope is set in writing. Conversational suggestions, emails saying "while you are in there could you also...", verbal asks during calls, casual chat in messaging apps, or implied requests are not scope. Only changes recorded in a written variation that we both agree to (by email is sufficient) become part of the project. This protects you from surprise invoices and protects us from scope creep.

3.6 We reserve the right to refuse or withdraw from any engagement before commencement of work, in which case any deposit already paid will be refunded in full.

4. Fees and payment schedule

Plain-language summary. Prices are in Australian dollars for clients in Australia, and in US dollars for clients outside Australia, as set out in your proposal. We do not charge GST. The build is paid in two halves: a 50% deposit to start, and the remaining 50% before your site goes live. Add-ons are quoted in your proposal. The monthly care plan is billed separately, in advance. Work pauses if invoices are not paid on time.

4.1 The payment schedule for a website redesign engagement is:
- (a) Deposit: 50% of the build fee, payable on acceptance of the proposal and before any work begins. This deposit is non-refundable once work has commenced, as set out at clause 8.
- (b) Balance: the remaining 50% of the build fee, payable on completion and before your site goes live or is handed over, whichever is earlier.

4.2 Add-ons are included in the relevant invoice as set out in your proposal. The monthly care plan (clause 9) is invoiced separately and is not part of the build fee.

4.3 Fees are in Australian dollars (AUD) for clients in Australia and in US dollars (USD) for clients outside Australia, as set out in your written proposal and on our pricing page. Before After Digital is not registered for GST and does not charge GST. No document we issue is a "tax invoice". If our GST registration status changes, we will update these Terms and reflect GST on invoices as required by law.

4.4 If your card or bank account is denominated in a currency different from the one you are billed in, your bank or card issuer may apply a currency conversion fee. That fee is your responsibility, not ours.

4.5 Invoices are payable within 14 days of issue, by bank transfer (account details on the invoice) or any other method we accept in writing, including card payment where we make it available.

4.6 If an invoice remains unpaid for more than 14 days past its due date, we may, at our discretion:
- (a) pause all work on your project until the overdue invoice is paid in full;
- (b) suspend access to any staging environments, design files, or work in progress;
- (c) charge interest on the overdue amount at the Reserve Bank of Australia cash rate plus 4% per annum, calculated daily;
- (d) recover reasonable costs of collection, including debt recovery agency fees and legal costs, to the extent permitted by law;
- (e) terminate the engagement under clause 16, in which case clause 5 (intellectual property) applies and no IP transfers to you.

4.7 Time is of the essence in respect of payment.

5. Intellectual property

Plain-language summary. Until you pay in full, the design and code we produce remain ours. When you pay the balance, ownership of the final website transfers to you. Anything we built before that, including drafts and work-in-progress, stays ours until full payment. Stock photos, fonts, and third-party plugins keep their own licences.

5.1 In this clause, "Project IP" means all designs, layouts, wireframes, mockups, custom code, custom graphics, custom illustrations, theme files, child themes, and other original creative or technical materials produced by Before After Digital specifically for your engagement. It does not include Background IP (clause 5.4) or Third-Party Materials (clause 5.5).

5.2 Until you have paid all invoices issued under the engagement in full and in cleared funds:
- (a) all Project IP, in any form (drafts, work-in-progress, staging, or final), remains the sole property of Before After Digital;
- (b) you have no licence, express or implied, to use, copy, deploy, modify, or sublicense any Project IP;
- (c) any deployment, copying, screenshotting, or reuse of work-in-progress without our written consent is a breach of these Terms and an infringement of our copyright.

5.3 On receipt of full payment of all invoices issued under the engagement, Before After Digital assigns to you all right, title, and interest in the final deliverables of the Project IP, free and clear of encumbrances. Drafts, working files, and superseded versions are not assigned and remain our property unless expressly included in the proposal.

5.4 Background IP. Any pre-existing tools, frameworks, code libraries, design systems, processes, methodologies, templates, or know-how owned by Before After Digital before the engagement, or developed independently of it ("Background IP"), remains the sole property of Before After Digital. To the extent that Background IP is incorporated into or required to operate the final deliverables, we grant you a perpetual, worldwide, royalty-free, non-exclusive, non-transferable licence to use it solely as part of the delivered website.

5.5 Third-Party Materials. Stock photography, icons, fonts, premium themes or plugins, third-party software, software-as-a-service subscriptions, and other materials owned by parties other than Before After Digital ("Third-Party Materials") are licensed to you (or, where applicable, to us on your behalf) on the licence terms of the relevant third-party provider. Those terms govern your use of those materials. You are responsible for maintaining any subscription, renewal, or licence fees for Third-Party Materials after handover, unless otherwise agreed in writing.

5.6 We retain the right to:
- (a) display the work in our portfolio, on our website, and in case studies, marketing material, and proposals to other prospective clients, including before-and-after comparisons, screenshots, and short narrative descriptions of the engagement, unless you have asked us in writing not to do so;
- (b) include a discreet "Built by Before After Digital" credit and link in the footer of the delivered site, which you may remove on written request;
- (c) reuse generic, non-confidential, non-client-specific elements of our methodology, code patterns, and process for other engagements.

5.7 You warrant that you own, or have the right to use and licence to us, all content, text, images, logos, video, audio, and other material you provide to us for use on the website. You indemnify us as set out at clause 12 in respect of any third-party claim arising from material you supply.

6. Client responsibilities

Plain-language summary. We need your input to deliver on time. Brand assets, copy, approvals, and decisions within agreed turnaround times. If you are slow, the project is slow, and we may need to pause or rescope.

6.1 You agree to:
- (a) provide a single point of contact authorised to make decisions and approvals on your behalf;
- (b) supply all brand assets (logos in vector format where available, brand colours, fonts, brand guidelines if any), photography, copy, and other content reasonably required for the build, by the dates agreed in writing;
- (c) review and respond to design drafts, staging reviews, content drafts, and approval requests within the turnaround times agreed, typically 5 business days unless otherwise agreed;
- (d) provide timely access to any third-party accounts, hosting, domain registrar, CMS, analytics, and other systems we reasonably need, after the deposit is paid (per clause 3.2);
- (e) ensure that all content you provide is accurate, lawful, not misleading or deceptive, and that you have the right to use and publish it;
- (f) keep credentials secure, change them after handover where appropriate, and notify us promptly of any compromise;
- (g) comply with applicable laws (including the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), the Australian Consumer Law, and industry-specific regulation that applies to your business).

6.2 If you do not meet your obligations at clause 6.1 within the agreed turnaround times, we may:
- (a) extend the project timeline by a reasonable period to accommodate the delay;
- (b) place the project on pause after 14 days of unresolved client-side delay, with written notice;
- (c) propose a written rescope where the delay materially affects the agreed scope or feasibility (for example, where assets you said you would provide are not available);
- (d) charge a reasonable restart fee if the project is paused for more than 30 days due to client-side delay, to cover the cost of rebuilding context and rescheduling;
- (e) where you remain unresponsive for more than 60 consecutive days after we have given written notice and a reasonable opportunity to cure, treat the delay as a material breach and terminate the engagement under clause 16, in which case any unpaid invoices for work completed remain payable and clause 5 applies to IP.

6.3 We will give written notice before exercising our rights at clauses 6.2(b) to 6.2(e), and will give you a reasonable opportunity to cure the delay first.

7. Revisions

Plain-language summary. The build includes two rounds of revisions. Further rounds are a flat fee. Anything outside the agreed scope is quoted separately as a variation.

7.1 The build includes 2 rounds of revisions. Further revision rounds are charged at a flat A$225 each (US$150 for clients billed in US dollars).

7.2 A "revision round" means a consolidated set of feedback delivered in a single written response, addressed in a single iteration of work. Drip-fed feedback delivered in multiple separate messages over time may, at our discretion, count as multiple rounds.

7.3 Changes that are out of the agreed scope, rather than revisions to what was agreed, will be quoted separately as a written variation or as an add-on, in the currency you are billed in.

7.4 We will not begin out-of-scope work until you have approved the variation in writing and, where required, paid any deposit on the variation.

8. Refund policy

Plain-language summary. The deposit is non-refundable once we start work, because it pays for the time we put in. The balance is refundable for work not yet done, up to the point your site goes live. Once the site is delivered and live, the build fee is not refundable. Your rights under the Australian Consumer Law are not affected.

8.1 The deposit (clause 4.1(a)) is refundable in full where we have not yet commenced any work. Once we commence work, the deposit becomes non-refundable, as it covers the time and effort we put into your build.

8.2 The balance (clause 4.1(b)) is refundable in full or in part, on a pro-rata basis reflecting work completed, up to the point where your site goes live or is handed over. After your site goes live or is handed over, the build fee is not refundable.

8.3 The monthly care plan is handled under clause 9, not this clause. Care plan fees already charged for the current month are not refunded on cancellation.

8.4 Where you cancel the engagement before completion for any reason other than our material breach:
- (a) the deposit is not refundable once work has commenced;
- (b) you remain liable to pay for any work completed up to the date of cancellation, including any work in progress;
- (c) we will issue a final reconciliation invoice or refund, as appropriate;
- (d) clause 5 (intellectual property) applies, and no IP transfers to you unless and until full payment of the reconciliation invoice is received.

8.5 Where we cancel the engagement before completion due to our inability to deliver, and you are not in material breach, we will refund all amounts paid for work not yet delivered, on a pro-rata basis. Clause 5 continues to apply, and no IP transfers to you until full payment of any reconciliation invoice is received.

8.6 Nothing in this clause 8 limits or excludes any non-excludable consumer guarantee or right you have under the Australian Consumer Law (clause 10.3).

9. Care plan

Plain-language summary. Every site we build runs on a monthly care plan, billed in advance, so it stays live, secure, and looked after. There is no lock-in. You can cancel any time, your plan runs to the end of the month you have paid for, you keep a copy of your website files, and we never charge a cancellation fee.

9.1 We build and host your website for you, so a care plan is required from go-live. The care plan keeps your site online, secure, and maintained.

9.2 Care plans are billed monthly in advance, with no GST, in the currency you are billed in (Australian dollars for clients in Australia, US dollars for clients outside Australia). The tiers are (US-dollar prices shown in brackets):
- (a) Host-it, A$45 per month (US$29). Hosting, SSL, and uptime monitoring. No content changes. This is the required minimum.
- (b) Care, A$147 per month (US$97). Everything in Host-it, plus monthly content updates, small changes, and email support. Content updates and small changes are covered up to 30 minutes of our time each month.
- (c) Growth, A$297 per month (US$197). Everything in Care, plus ongoing content and SEO work, covered up to 2 hours of our time each month, with priority turnaround.

Priority turnaround on the Growth tier means your requests are placed ahead of standard care clients in our queue, and we aim to start them within 2 business days. It is an aim, not a guaranteed completion time. Included time on the Care and Growth tiers does not carry over from one month to the next. If a request needs more than your tier's included time, we tell you first and quote it as a small add-on, rather than charging you by surprise.

The current inclusions for each tier are set out on our pricing page and in your proposal. You can change tier at any time, effective from your next billing month.

9.3 Cancellation. Care plans are month-to-month. There is no minimum term and no lock-in. You can cancel at any time. When you cancel:
- (a) your plan runs to the end of the month you have already paid for. We do not charge you again, and we do not refund part of the current month;
- (b) within 7 days we send you a downloadable copy of your finished website files, so you can host your site somewhere else if you choose;
- (c) your site stays live until the end of the paid month;
- (d) after that, we keep a copy on our hosting for 30 days in case you need it, then remove it permanently;
- (e) your domain name stays yours. You or your new host repoint it. If we registered a domain for you, we transfer it to you at cost.

9.4 Failed payment. If a care plan payment fails, we will email you. If the plan is still unpaid 14 days later, we treat it as cancelled and the steps at clause 9.3 apply.

9.5 The care plan does not include:
- (a) major redesigns, new pages, or new functionality, which are quoted separately as add-ons or a variation;
- (b) recovery from issues caused by changes you or any third party makes outside our scope;
- (c) third-party platform fees (domain renewal, premium plugin renewals, paid SaaS subscriptions, CDN), which remain your responsibility unless we have expressly included them;
- (d) marketing, paid ad management, email marketing, or other services not listed for your tier.

9.6 Fair use. Where your usage materially exceeds the typical pattern for your tier (for example, sustained high traffic spikes, abnormal storage growth, or repeated requests beyond your tier's inclusions), we may, with reasonable notice, propose a tier upgrade or a written variation. We will not surprise-charge you. We will discuss it first.

9.7 We may suspend the care plan where:
- (a) a care plan invoice is more than 14 days overdue, after written notice (see clause 9.4);
- (b) the site is being used for unlawful purposes, hosts malicious code, or is causing platform-level issues that materially affect other clients;
- (c) doing so is reasonably required to protect security or stability.

9.8 We are not a domain registrar, email host, or DNS host by default. Where we configure those for you as part of the build or care plan, we do so on your behalf and at your direction. The accounts remain in your name unless otherwise expressly agreed in writing.

10. Limitation of liability

Plain-language summary. Our liability to you is capped at the fees you have actually paid us. We are not liable for indirect or consequential losses such as lost profits or lost business opportunities. Nothing in this clause limits any right you have under the Australian Consumer Law that cannot be excluded by contract.

10.1 To the maximum extent permitted by law, our total aggregate liability to you arising out of or in connection with these Terms, the Services, or any engagement (whether in contract, tort including negligence, under statute, or otherwise) is capped at the total fees actually paid by you to us under the relevant engagement in the 12 months immediately preceding the event giving rise to the liability.

10.2 To the maximum extent permitted by law, we are not liable to you, and you release us, in respect of any:
- (a) loss of profit, revenue, business, anticipated savings, or goodwill;
- (b) loss of opportunity;
- (c) loss of or damage to data, except where caused by our wilful default;
- (d) loss arising from third-party platforms, software, plugins, hosts, or providers;
- (e) loss arising from content, instructions, or materials supplied by you;
- (f) loss arising from changes you or any third party makes to the site after handover;
- (g) indirect, special, incidental, punitive, or consequential loss of any kind, however caused.

10.3 Australian Consumer Law preserved. Nothing in these Terms excludes, restricts, or modifies any condition, warranty, guarantee, right, or remedy that you have under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law (ACL) at Schedule 2, or any other law that cannot lawfully be excluded, restricted, or modified by agreement. Where a consumer guarantee under the ACL applies and the Services are not of a kind ordinarily acquired for personal, domestic, or household use or consumption, our liability for failure to comply with that guarantee is, to the extent permitted, limited at our option to:
- (a) supplying the Services again; or
- (b) paying the cost of having the Services supplied again.

10.4 Where you are a "consumer" under the ACL and the Services are of a kind ordinarily acquired for personal, domestic, or household use or consumption, the limitation in clause 10.3 does not apply, and your full ACL rights apply without limitation. The cap in clause 10.1 also does not apply to liability that cannot lawfully be limited under the ACL.

10.5 Each party must take reasonable steps to mitigate any loss it suffers.

10.6 Carve-outs. Nothing in clause 10.1 or 10.2 limits or excludes liability for:
- (a) death or personal injury caused by negligence;
- (b) fraud, fraudulent misrepresentation, or wilful misconduct;
- (c) the Client's payment obligations under clause 4;
- (d) the Client's indemnity obligations under clause 12;
- (e) any liability that cannot lawfully be limited or excluded.

11. Warranties and disclaimers

Plain-language summary. We do the work to a reasonable professional standard, and for 90 days after launch we fix genuine defects in our work for free. Beyond that, the Services come "as is". Your consumer guarantees under Australian law are not affected.

11.1 We warrant that:
- (a) we will perform the Services with due care and skill, consistent with reasonable industry standards for website design and development in Australia;
- (b) the Services will be reasonably fit for the purpose set out in the proposal, where you have made that purpose known to us;
- (c) we will use commercially reasonable efforts to deliver within the timelines agreed, while recognising that timelines depend on your timely cooperation under clause 6.

11.2 To the maximum extent permitted by law, and subject always to clause 10.3, we exclude all other representations, warranties, conditions, and guarantees in respect of the Services, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, security, or uninterrupted operation.

11.3 We do not warrant that:
- (a) the website will achieve any particular search engine ranking, traffic level, conversion rate, or business outcome;
- (b) the website will be free from all bugs, errors, or vulnerabilities, especially after handover or after third-party changes;
- (c) third-party platforms, plugins, themes, hosts, or services will continue to operate, remain compatible, or be free of defects;
- (d) the website will display identically across every browser, device, screen size, or assistive technology, although we follow reasonable cross-browser and responsive design practice as part of the build.

11.4 Post-launch warranty. For 90 days after your site goes live, we fix genuine defects in our work at no additional cost. A defect is something we built that does not work the way we agreed: a link or form we set up is broken, the layout breaks on a common phone or browser, a feature that was in scope does not work, or an error we introduced. This free-fix promise applies on every care plan, including Host-it. The following are not defects and are not covered by this warranty: new pages, features, or content that were not in the agreed scope; content or wording changes after launch; changes you or a third party make to the site yourselves; problems caused by third-party tools, plugins, or accounts you add or control; and issues with your domain or email provider. Those are handled by your included revision rounds, a paid add-on, or your care plan. To report a defect, email us. We will acknowledge it within 2 business days and fix a genuine defect within a reasonable time.

11.5 Clause 10.3 (ACL preservation) applies to this clause 11 in full. The warranty at clause 11.4 is in addition to your non-excludable rights under the Australian Consumer Law, not a substitute for or limit on them.

12. Indemnity

Plain-language summary. If something you give us causes a third-party legal claim (for example, you give us an image you do not have the rights to, and the photographer sues), you cover us for that. We cover you in the same way for the original work we create.

12.1 You indemnify and hold harmless Before After Digital, and our subcontractors, agents, and personnel, against all loss, damage, cost, expense (including reasonable legal costs), and liability that we suffer or incur arising out of or in connection with:
- (a) any content, text, copy, image, video, audio, logo, font, trademark, code, data, or other material you supply to us, instruct us to use, or instruct us to publish, where it infringes the intellectual property, moral, privacy, confidentiality, or other rights of any third party;
- (b) any breach by you of these Terms or of any law, including the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), the Australian Consumer Law, or industry-specific regulation that applies to your business;
- (c) any misleading, deceptive, defamatory, unlawful, or harmful content you supply or instruct us to publish;
- (d) any unauthorised use of our work in progress before full payment, in breach of clause 5.

12.1A Cap on Client indemnity. Your aggregate liability under clause 12.1 is capped at three times the total fees paid by you under the relevant engagement, except for claims under clause 12.1(a) (third-party intellectual property infringement arising from material you supply or instruct us to use), which are not subject to this cap.

12.1B Reciprocal indemnity from us to you. We indemnify and hold harmless the Client against all loss, damage, cost, expense (including reasonable legal costs), and liability arising out of any third-party claim that the original Project IP we create for you, or any third-party assets we select and supply on your behalf, infringes the intellectual property rights of a third party. This indemnity does not apply to the extent that the claim arises from material you supplied to us, instructions you gave us, or modifications made to the Project IP after handover.

12.2 The indemnity at clause 12.1 is reduced to the extent that the loss is caused or contributed to by our negligence, wilful default, or breach of these Terms. The indemnity at clause 12.1B is reduced to the extent that the loss is caused or contributed to by your negligence, wilful default, or breach of these Terms.

12.3 We will:
- (a) notify you promptly of any claim that may give rise to indemnification;
- (b) allow you, at your cost, to assume and control the defence of the claim, subject to our reasonable consent to counsel and settlement terms;
- (c) cooperate reasonably with you in the defence;
- (d) not settle or compromise any claim without your prior written consent (not to be unreasonably withheld), where the settlement would impose any obligation on you.

13. Confidentiality

Plain-language summary. Both sides keep each other's confidential information confidential. This continues after the project ends.

13.1 In this clause, "Confidential Information" means any non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") in connection with the Services, including business plans, financial information, customer lists, pricing, designs, source code, processes, methods, credentials, and any information marked or reasonably identifiable as confidential.

13.2 Each party agrees to:
- (a) keep the other party's Confidential Information strictly confidential;
- (b) use it only for the purpose of performing or receiving the Services;
- (c) protect it with at least the same degree of care it uses for its own Confidential Information of similar sensitivity, and no less than a reasonable standard of care;
- (d) disclose it only to personnel, subcontractors, or professional advisors who need to know it for the purpose of the engagement and who are bound by confidentiality obligations no less protective than those in this clause.

13.3 Confidential Information does not include information that:
- (a) is or becomes publicly available other than through breach of these Terms;
- (b) was lawfully known to the Recipient before disclosure;
- (c) is lawfully received from a third party without a duty of confidentiality;
- (d) is independently developed by the Recipient without reference to the Discloser's Confidential Information;
- (e) is required to be disclosed by law, regulation, court order, or regulatory authority, in which case the Recipient will, where lawful, give the Discloser prompt notice and a reasonable opportunity to seek a protective order.

13.4 This clause 13 survives termination of these Terms for a period of 5 years, except in respect of trade secrets, which remain confidential indefinitely.

13.5 Nothing in this clause prevents us from using your name and a description of the engagement in our portfolio and marketing material as permitted under clause 5.6, provided we do not disclose your Confidential Information.

14. Cold-email outreach disclosure

Plain-language summary. We do cold outreach to find new clients. If you became a client through cold outreach, the same Terms apply to you. Our Privacy Policy explains how we handle your information.

14.1 Before After Digital uses cold email outreach as one of several channels to introduce our Services to prospective clients, in compliance with the Spam Act 2003 (Cth), including by using accurate sender identification, providing a functional unsubscribe mechanism, and meeting any applicable consent or business-relationship requirements.

14.2 Where you became a client following a cold outreach contact, these Terms apply to your engagement on the same basis as for any other client.

14.3 Our handling of personal information, including information collected through cold outreach, prospect research, website analytics, and the conduct of engagements, is set out in our Privacy Policy, available at /privacy/. The Privacy Policy is incorporated into these Terms by reference.

15. Dispute resolution

Plain-language summary. If something goes wrong, we talk first. If that does not work, we try mediation in Queensland. Court is a last resort, in Queensland.

15.1 If a dispute arises out of or in connection with these Terms, the Services, or any engagement (a "Dispute"), the parties agree to follow the steps in this clause 15 before commencing any court proceedings, except where urgent injunctive or interlocutory relief is required.

15.2 Step 1: Notification and good-faith negotiation. The party raising the Dispute must give written notice to the other party setting out the nature of the Dispute, the relevant facts, and the outcome it is seeking. The parties will meet (in person, by phone, or by video) within 14 days of the notice and negotiate in good faith to resolve the Dispute.

15.3 Step 2: Mediation. If the Dispute is not resolved within 30 days of the notice under clause 15.2, either party may refer the Dispute to mediation administered by the Resolution Institute (or another mediator agreed in writing) under the Resolution Institute Mediation Rules. The mediation will take place in Brisbane, Queensland, unless the parties agree to another venue (online mediation accepted by mutual agreement). The parties will share the mediator's fees equally and bear their own costs.

15.4 Step 3: Court. If the Dispute is not resolved by mediation within 60 days of the mediation referral, either party may commence proceedings in a court of competent jurisdiction in Queensland, Australia.

15.5 Each party will continue to perform its obligations under these Terms during any Dispute resolution process to the extent reasonably possible.

15.6 This clause 15 does not prevent either party from seeking urgent injunctive or interlocutory relief from a court at any time.

16. Term and termination

Plain-language summary. Either side can end the contract for serious breach with notice. We can also end it for non-payment. If the contract ends before you have paid in full, you do not get the IP, and we will refund the unearned part of any payment (other than the deposit once work has started). You can cancel the care plan any time under clause 9.

16.1 These Terms apply from the date of acceptance under clause 1.2 and continue until the engagement is completed, or until terminated under this clause 16. The care plan continues month-to-month until cancelled under clause 9.

16.2 Either party may terminate the engagement immediately by written notice if the other party:
- (a) commits a material breach of these Terms and fails to remedy that breach within 14 days of receiving written notice requiring it to do so;
- (b) commits a material breach that is not capable of remedy;
- (c) becomes insolvent, enters into administration, voluntary administration, liquidation, receivership, or any analogous insolvency process, or is unable to pay its debts as they fall due.

16.3 We may terminate the engagement immediately by written notice if:
- (a) you fail to pay an invoice within 14 days of its due date and fail to remedy the non-payment within 7 days of written notice;
- (b) you have been unresponsive for the period set out at clause 6.2(e), after we have given written notice and a reasonable opportunity to cure;
- (c) we reasonably believe that continuing the engagement would cause us to breach a law or professional standard.

16.4 You may terminate the engagement at any time for convenience by written notice, in which case clause 8.4 applies. You may cancel the care plan at any time under clause 9.3.

16.5 On termination of the engagement for any reason:
- (a) you must pay all invoices issued for work completed up to the date of termination, including any work in progress;
- (b) we will issue a final reconciliation invoice or pro-rata refund, applying clause 8;
- (c) clause 5 (intellectual property) applies. No IP transfers to you unless and until full payment of all invoices, including the reconciliation invoice, is received in cleared funds;
- (d) each party will return or, at the Discloser's election, destroy the other party's Confidential Information, except where retention is required by law, by professional obligation, or by reasonable backup and audit policies;
- (e) clauses that by their nature should survive termination (including clauses 5, 8, 9.3, 10, 11, 12, 13, 15, 16.5, 18, and 19) survive termination.

17. Force majeure

Plain-language summary. Neither side is liable for failure to perform when something genuinely outside our control gets in the way (natural disaster, war, pandemic, major outage). We will tell each other and work around it.

17.1 Neither party is liable for any failure or delay in performing its obligations under these Terms (other than an obligation to pay money that has already fallen due) to the extent that the failure or delay is caused by an event beyond its reasonable control, including natural disaster, fire, flood, storm, earthquake, pandemic, epidemic, war, terrorism, civil unrest, government action or directive, embargo, strike, industrial action, major telecommunications or internet outage, or major third-party platform outage (each, a "Force Majeure Event").

17.2 The party affected by a Force Majeure Event will:
- (a) notify the other party as soon as reasonably practicable, with reasonable particulars of the event and the expected duration;
- (b) use reasonable efforts to mitigate the effect of the event;
- (c) resume performance as soon as reasonably practicable after the event ends.

17.3 If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the engagement by written notice, in which case clause 16.5 applies.

18. General

Plain-language summary. Standard contract clauses. The contract is the whole agreement. If one part is unenforceable, the rest still applies. You cannot transfer the contract to someone else without our consent.

18.1 Entire agreement. These Terms, together with the relevant proposal, the Privacy Policy, and any written variation agreed by the parties, constitute the entire agreement between the parties in respect of the Services. They supersede any prior representation, agreement, statement, or understanding, whether oral or written.

18.2 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be severed to the minimum extent necessary, and the remaining provisions continue in full force and effect.

18.3 No waiver. A failure or delay by a party in exercising any right under these Terms is not a waiver of that right. A single or partial exercise of a right does not preclude any further exercise of that right or any other right. A waiver is effective only if given in writing and signed by the waiving party.

18.4 Assignment. You may not assign, novate, transfer, or sub-contract any of your rights or obligations under these Terms without our prior written consent. We may assign or novate these Terms, or any of our rights or obligations under them, to a successor entity, including in connection with a restructure, sale, or transfer of all or substantially all of our business or assets, provided that the assignee assumes our obligations to you.

18.5 Subcontracting. We may engage subcontractors to perform parts of the Services. We remain responsible to you for the performance of those subcontractors as if it were our own.

18.6 Notices. Notices under these Terms must be in writing and may be given by email to the email address most recently used by the recipient in the engagement, or by registered post to the recipient's postal address last notified in writing. Email notices are deemed received on the next business day after transmission, provided no automated delivery failure or bounce-back notice has been received within 24 hours. Postal notices are deemed received three business days after posting.

18.7 Independent contractor. We provide the Services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment relationship, or agency between the parties. Neither party has authority to bind the other.

18.8 No third-party beneficiaries. These Terms are for the benefit of the parties and their permitted successors and assigns. No third party has any right to enforce them.

18.9 Counterparts and electronic signing. Where any document is signed in connection with these Terms, it may be signed in counterparts and by electronic means, each of which is an original and which together constitute one document.

19. Governing law and jurisdiction

Plain-language summary. Queensland law applies. Queensland courts have jurisdiction.

19.1 These Terms are governed by and construed in accordance with the laws in force in Queensland, Australia, and the laws of the Commonwealth of Australia applicable in Queensland.

19.2 Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland, and the courts of appeal from them, in respect of any dispute, proceeding, or matter arising out of or in connection with these Terms, subject to clause 15 (dispute resolution).

20. Changes to terms

Plain-language summary. We can update these terms. For an active project, the version that applied when you signed up keeps applying. New versions only apply to new work or after we give you notice for the care plan.

20.1 We may amend these Terms from time to time. The current version is published at /terms/.

20.2 For any active engagement, the version of the Terms in effect on the date you accepted the relevant proposal continues to apply for the duration of that engagement, unless the parties agree in writing to apply a later version.

20.3 For any new engagement entered into after the effective date of an updated version, the updated version applies.

20.4 For the ongoing care plan, we will give you at least 30 days' written notice of any material change to these Terms before the change takes effect for that service. If you do not agree to the change, you may cancel the care plan under clause 9.3 before the change takes effect.

20.5 Each version of these Terms is identified by version number and effective date at the top of the document. We will keep prior versions accessible on reasonable request.

21. Contact

If you have any questions about these Terms, or wish to give us notice under them, please contact:

Monika Andrea Almasy, trading as Before After Digital
ABN: 44 137 669 949
Postal address: PO Box 233, Runaway Bay QLD 4216, Australia
Email: [email protected]

End of Terms of Service. Version 1.2, effective 11 June 2026, last updated 13 June 2026.