Terms and Conditions

Agreement Terms
1. The Agreement between GG and the Client consists of:
  1. the Proposal (valid for 30 days unless stated otherwise);
  2. these Terms & Conditions;
  3. any attached end user license agreement for third-party materials; and
  4. any additional annexures.
2. The Client may accept these Terms and Conditions by:
  1. signing and returning the Proposal; or
  2. conduct, such as placing an order, instructing GG to proceed, or receiving services.
  3. Once accepted, the Client agrees to be bound by these Terms & Conditions.
  4. Any special conditions proposed by the Client will only be binding if agreed in writing by GG.
Duration
1. This Agreement begins on the Commencement Date and continues for the agreed Term, subject to any agreed extensions or applicable rollover periods.
2. Before the Term ends, both parties may agree to extend it for the same duration as the Term, or another period as agreed in writing (Extended Term).
Supply of Services
1. GG will provide the Services to the Client.
2. The Client may request additional services at GG’s prevailing rates and charges at the time of supply.
Fees & Payment Terms
1. The Client agrees to pay the Fees.
2. GG will issue tax invoices at its discretion, usually on a monthly basis, when a task is completed, or when a deposit is required in advance.
3. The Client must pay invoices via direct debit within fifteen (15) days of the invoice date, unless a different schedule is agreed in writing.
4. Fees are exclusive of GST unless expressly stated otherwise.
5. Fees outlined in the Proposal do not cover:
  1. work performed outside the agreed scope;
  2. additional hours beyond the agreed number per month;
  3. consultations, telephone calls, meetings and preparation time, travel or other incidentals; or
  4. additional costs due to delays caused by the Client.
6. Where extra work or delays occur, the Client must pay for additional services at GG’s Hourly Rate.
7. If no specific fee is set for a service, the Client must pay for the service at GG’s Hourly Rate at the time of supply.
8. For any agreement renewal, the Client will pay at GG’s prevailing rates unless otherwise agreed in writing.
Retainer Agreements
1. In the event GG is engaged on retainer, the following applies:
2. Payment of Fees must be made in full, monthly in advance, by the 1st of each month.
3. Unless otherwise stipulated, the Term of the Agreement will be 12 months with opportunity for six-month review. Following that, the Agreement will be ongoing and continue indefinitely until either party notifies the other it wishes to terminate, upon provision of one (1) months’ written notice.
Consulting Work, Strategic Projects & Investor Relations
1. In the event GG is engaged for consulting, strategic projects or investor relations, the following applies:
  1. A 50% deposit is required before work begins, with the balance due on completion.
  2. If the Client delays the project by more than six weeks due to inaction, non-responsiveness, internal issues, or external factors (all of which may be determined by GG in its absolute discretion), GG may invoice the remaining balance in full. Upon payment, the timeframe for project resumption will be agreed upon.
  3. If such a delay exceeds three (3) months, GG may charge additional Fees for extended project management, changeover, onboarding and administration at the Hourly Rate.
  4. Work outside the scope of the Proposal will be billed monthly at GG’s Hourly Rate.
Website Development
1. In the event GG is engaged for website development, the following applies:
  1. Standard website development takes approximately 12-14 weeks unless agreed otherwise.
  2. Unless otherwise stipulated in the proposal, payment is structured as follows:
    1. 50% due upon contract signing;
    2. 25% due at design prototype sign-off; and
    3. 25% due on completion of the site, before the website goes live.
  3. The final payment will also become due in circumstances where the Client delays the project by more than (4) weeks of its original completion date, due to failing to provide necessary assets such as images, content, animations, technical specifications. Once paid, GG will complete the project within a mutually agreed timeframe.
  4. If the Client delays the agreed project schedule by more than four weeks due to inaction, non-responsiveness, internal issues, or external factors (all of which may be determined by GG in its absolute discretion), GG may invoice the remaining balance in full. Upon payment, the timeframe for project resumption will be agreed upon.
  5. Additional Fees will be charged at the Hourly Rate:
    1. if a delay occurs due to Client inaction, non-responsiveness, internal issues, or external factors and exceeds three months, for extended project management, changeover, onboarding and administration, in which case GG reserves the right to re-scope the project;
    2. for time spent updating the hosting environment, if the Client does not use GG’s recommended server for project uploading;
    3. for additional changes beyond the Client’s entitlement to two rounds of minor design amendments during the template design phase; and
    4. for any changes after final design approval.
  6. Where the Client elects to provide written content and visual assets, the Client must supply them in the format stipulated by GG. A content handling fee (inclusive of up to 10 hours’ review and assessment time) will apply to review the materials and determine suitability for use, as well as prepare provided content for population. GG may additionally scope and charge the Client based on the Hourly Rate for any re-formatting requirements, additional amendments or extensions to content requirements.
  7. Where the Client requests access to the staging site for the purpose of self-populating content, GG may provide such access at its discretion. Upon granting access:
    1. the Client assumes full responsibility for the integrity of the staging environment, including any code breaks, formatting issues, or incompatibility between content and design;
    2. GG will not be responsible for rectifying any bugs, technical errors, or layout disruptions caused by the Client’s changes or input; and
    3. any remedial work or rework requested by the Client after access has been granted will be scoped and charged at the Hourly Rate.
Hosting & Maintenance
1. In the event GG is engaged for hosting and maintenance, the following applies:
  1. Fees for hosting and maintenance are billed quarterly in advance.
  2. After the initial Term (or any Extended Term), the Agreement continues on a rolling monthly basis, unless terminated with one (1) month’s written notice.
  3. Content, functionality/features, and design updates are not covered under the scope of hosting and maintenance, and additional fees, subject to Client approval, will apply if hosting or maintenance needs exceed the agreed scope at any time.
  4. If GG is required to host a legacy website which was not built by GG, any issues arising from this e.g. outdated code, technology, plugins, or hosting conflicts are not covered. Fixes for any such issues will be scoped and charged at the Hourly Rate.
  5. GG will take reasonable security measures to secure the Client’s website and data, but is not liable for breaches, revenue loss, or data loss due to third-party actions, unforeseen events, or Client acts or omissions.
2. Bugs reported during the build and rollout phase will be logged and scheduled for resolution. Bugs reported within two months of go-live are covered and will be repaired under warranty. After this period, fixes are charged at the Hourly Rate unless covered by a maintenance plan.
3. Where a Bug is caused by GG’s hosting environment, repair cost will be covered by the annual subscription cost. If the Client hosts their website elsewhere, GG will charge the Hourly Rate to fix hosting-related Bugs.
Client OBLIGATIONS & WARRANTIES
1. Client Obligations
  The Client must:
  1. provide necessary information and decisions promptly, and acknowledges that;
    1. any significant delay in providing necessary information or decisions grants a corresponding extension of time for GG to provide or complete the Services;
    2. GG need not commence or otherwise resume provision of the Services until necessary information and decisions have been provided; and
    3. if the Client fails to provide such information or decisions to GG for a period in excess of thirty (30) days, GG may treat this as an Event of Default;
  2. comply with GG’s reasonable requests;
  3. co-operate, work collaboratively, proactively and constructively with GG and ensure third-parties do the same, to allow GG to meet its obligations under this Agreement; and
  4. maintain secure and updated computer systems, with appropriate cybersecurity protection measures in place.
2. Client Warranties
  The Client represents and warrants to GG that:
  1. any information it supplies to GG is true and correct;
  2. entering this Agreement will not cause the Client to be in breach of any other obligations;
  3. it is not in default of any obligations to third parties;
  4. it owns or holds a valid license for all intellectual property (whether registered or unregistered) displayed on its website, and indemnifies GG against any claims for intellectual property infringement made by third-parties.
3. This clause survives termination of the Agreement.
Intellectual Property
1. GG retains ownership of all Intellectual Property Rights associated with any Deliverable until full payment is made.
2. At the time of full payment, if the Client has complied with all provisions of the Agreement, the Client is granted a non-exclusive license to use the Deliverables.
3. GG retains copyright in all reusable components of the Deliverables, but simultaneously grants to the Client a non-exclusive licence to make use of the components as part of the Deliverable.
4. GG may, at its discretion, license Raw Artwork files to the Client at 50% of production costs.
5. The Client grants GG the right to insert authorship acknowledgements in digital presentations, websites, or web-based systems developed by GG, which may include hyperlinks to GG’s website, and permission to promote GG’s services based on (i) work performed, (ii) results achieved and (iii) final deliverables.
6. Unless otherwise agreed in writing, GG shall have no responsibility to archive, store, or otherwise maintain a copy of any Deliverable once a Deliverable has been delivered to the Client.
Confidentiality
1. Each party acknowledges that, in the course of performing this Agreement they may receive or have access to Confidential Information.
2. Each party must:
  1. keep all Confidential Information strictly confidential;
  2. only use Confidential Information for the purposes of fulfilling its obligations under this Agreement;
  3. not disclose Confidential Information to any third-party; except:
  4. to employees, contractors, or advisers who need to know and are bound by confidentiality obligations no less strict than those in this Agreement;
  5. if required by law, court order or regulatory authority, provided that reasonable notice is given to the disclosing party (where permitted); or
  6. with the prior written consent of the disclosing party.
  7. take reasonable steps to protect Confidential Information from unauthorised access, disclosure, or misuse;
  8. immediately notify the other party of any suspected or actual unauthorised access, use, copying, or disclosure of Confidential Information;
  9. if requested by the disclosing party, the receiving party must return or destroy all copies of Confidential Information in its possession or control, except where retention is required for compliance with legal or regulatory obligations.
3. This clause survives termination of this Agreement.
Payment Enforcement and Recovery of Costs
1. If the Client fails to make payment by the due date, GG may:
  1. charge interest on the overdue amount, at a rate equal to the RBA cash rate plus 2% p.a., accruing daily until full payment is received;
  2. issue a $50 administrative fee per overdue payment reminder; and
  3. suspend or withhold further services until all outstanding amounts are paid in full, including access to hosted websites or staging platforms.
2. If the Client’s account remains unpaid after the due date, GG may at any time:
  1. engage a debt collection agency or initiate legal proceedings to recover the outstanding amount; and
  2. require the Client to pay all reasonable costs associated with recovering the debt, including but not limited to:
    1. legal fees on a solicitor-client basis;
    2. debt collection agency fees; and
    3. court and enforcement costs.
3. If GG incurs any financial loss due to the Client’s failure to make payment, including lost profits, administrative time, and opportunity costs, the Client agrees to indemnify GG for such losses.
4. The Client acknowledges that failure to make timely payment constitutes a material breach of this agreement, giving GG the right to terminate this agreement and seek damages.
5. Any disputed invoices must be notified to GG in writing within 7 days of receipt. Failure to do so will result in the invoice being deemed accepted and payable in full.
6. This clause survives termination of the agreement.
Warranties
1. GG warrants:
  1. the Services for the period of twelve (12) months after supply; and
  2. that the Services will be performed with due care, skill, and diligence, in accordance with applicable industry standards.
2. To the extent the Services are covered by the Australian Consumer Law (ACL), then:
  1. GG’s Services come with consumer guarantees that cannot be excluded under the ACL; and
  2. the Client is entitled to a refund for a major failure and compensation for any other reasonably foreseeable loss or damage.
3. In the event the Client is seeking a remedy under this warranty clause, it must submit a claim in writing to GG within five (5) Business Days of the fault becoming apparent. Each party shall be responsible for their own costs associated with making a claim pursuant to this clause.
4. This clause survives termination or expiry of this Agreement.
Limitation of Liability
1. To the extent permitted by law, GG’s total liability for any claim arising out of or related to this Agreement, whether in contract, tort (including negligence), statute, or otherwise, is limited to:
  1. the re-supply of the Services; or
  2. the cost of having the Services re-supplied,
    determined at GG’s discretion, and in any event is limited to the total value of this contract in relation to any compensation payable to the Client.
2. GG is not liable for any indirect, incidental, special, or consequential loss suffered by the Client, including but not limited to:
  1. loss of profits, revenue, or business opportunities;
  2. reputational damage;
  3. data loss or corruption;
  4. third-party claims; or
  5. costs of rectifying or re-performing services not caused by GG’s fault.
3. GG is not liable for any failure or delay in performing its obligations due to factors outside its reasonable control, including but not limited to acts of God, cyberattacks, regulatory changes, or third-party service disruptions.
4. This clause survives termination or expiry of this Agreement.
Client Acknowledgements
1. The Client acknowledges that:
  1. it is responsible for final acceptance and approval of all work prepared by GG (and via third party suppliers) for the Client;
  2. GG does not guarantee specific results or outcomes unless expressly stated in writing;
  3. GG makes no warranties or guarantees that:
    1. the Services or Deliverables will be uninterrupted, error-free, or fit for a particular purpose unless expressly agreed;
    2. external third-parties (such as web hosting providers or software platforms) will perform as expected and that the Services or Deliverables will work properly following subsequent changes or updates to third-party software; or
    3. security vulnerabilities, cyber threats, or unauthorised access can be completely prevented; and
  4. GG is not responsible for any defects, delays, or failures caused by the Client’s failure to provide accurate information, approvals, or co-operation.
Indemnities
1. The Client indemnifies GG against any claims, losses, liabilities, costs, or expenses arising from:
  1. the Client’s breach of this Agreement;
  2. reliance on information or instructions provided by the Client;
  3. incorrect or delayed information;
  4. third-party claims relating to:
    1. the Client’s use of the Services or Deliverables;
    2. the Client’s misuse of third-party materials;
    3. the Client’s failure to comply with the terms of third-party licences; or
    4. disruptions, errors, or failures caused by third-party materials; and
  5. any intellectual property infringement caused by the Client’s supplied materials or instructions.
2. This clause survives termination or expiry of this Agreement.
Use of Third-Party Materials
1. The Client acknowledges that certain services provided by GG may incorporate or rely on third-party materials, software, tools, or services.
2. The Client is responsible for all costs associated with third-party materials and services. GG will:
  1. notify the Client of any required third-party materials and associated costs; and
  2. obtain the Client’s approval before incurring any third-party expenses on their behalf.
3. Where third-party licences or agreements are required, the Client must:
  1. enter into any necessary contracts directly with the third-party provider; or
  2. authorise GG to acquire the licence on the Client’s behalf, in which case the Client agrees that any contractual obligations will remain between the Client and the third-party provider.
4. Third-party licences and material shall be obtained by GG as the Client’s agent and the contractual relationship in respect of those licences, services, and material shall be between the Client and the third-party. If there is any defect in any third-party licences, services or other material, the Client acknowledges that the Client’s remedy shall be against the third-party, not GG.
5. GG will take reasonable steps to ensure that third-party materials are properly licensed and fit for purpose, but makes no warranties regarding:
  1. the continued availability, performance, or compatibility of third-party materials;
  2. changes, updates, or discontinuation of third-party services that may impact the Deliverables; or
  3. any defects, security vulnerabilities, or failures in third-party materials outside GG’s control.
6. If a third-party service is no longer available or becomes obsolete, GG may assist the Client in sourcing an alternative, subject to additional fees.
7. This clause survives termination of this Agreement.
Termination
1. Either party may terminate this Agreement by giving not less than three (3) months written notice prior to the expiry of the Term, or any Extended Term, or lesser amount where specified in this Agreement.
2. Termination by Client
  Should the Client terminate the Agreement prior to the end of the Term or any Extended Term by providing the required notice in writing to GG, the Client must pay:
  1. for all Services provided by GG to the Client up until the date of the notice; and
  2. an amount equivalent to 100% of any amounts that would have been payable during the balance of the Term or any Extended Term.
3. Termination or Suspension by GG
  GG may, at its discretion, choose to terminate the Agreement by written notice, or otherwise suspend its provision of Services, if:
  1. an Event of Default occurs;
  2. in GG’s reasonable opinion it appears that mutual confidence and trust no longer exists between GG and the Client;
  3. a conflict of interest arises which is irreconcilable; or
  4. it is entitled to, for any other reason permitted by law.
4. If terminated due to an Event of Default, GG may:
  1. retain all Fees paid; and
  2. seek to recover any losses resulting from termination, including lost profits.
Event of Default
1. The following events constitute an Event of Default:
  1. the Client has materially breached its obligations under the Agreement;
  2. the Client has misrepresented any material fact and/or failed to inform GG of material facts necessary to enable GG to perform its obligations;
  3. the Client has not given adequate information within a reasonable time of being requested or required to do so;
  4. if the Client fails to pay the Fees on the due date as required under this Agreement and such failure continues for more than five (5) Business Days;
  5. if the Client fails to perform or observe any of the covenants or provisions of this Agreement on the part of the Client to be performed or observed and (if capable of remedy) such default continues for more than ten (10) Business Days (or such longer period as GG in its absolute discretion permits) after notice from GG requiring the Client to remedy the same;
  6. if a liquidator, administrator, receiver or trustee in bankruptcy is appointed in respect of the Client or a Director;
  7. if a petition seeking the liquidation or bankruptcy of the Client or a Director is filed; or
  8. if the Client enters into any composition or arrangement with creditors.
CLIENT Director OBLIGATIONS
1. The Directors acknowledge that GG is entering into this Agreement based on the Client’s ability to meet its obligations, including timely payment of Fees.
2. If the Client is unable to meet its obligations, the Directors agree to take reasonable steps to ensure the Client fulfils its commitments, including working with GG directly to resolve outstanding payments.
3. The Director obligations under this clause:
  1. continue while there are unpaid amounts or unfulfilled obligations under this Agreement;
  2. do not require GG to first take legal action against the Client before seeking Director assistance; and
  3. reflect the Director’s role in overseeing the Client’s financial and contractual commitments.
4. If there is more than one Director, each is jointly and severally responsible for ensuring the Client meets its obligations, meaning GG may seek assistance from any or all Directors.

Notice

Any notice under this Agreement must be in writing and sent to the recipient’s contact details as specified in the Proposal. Notices may be given by:If a notice is received after 5:00 PM or on a non-business day, it is deemed received at 9:00 AM on the next business day.

Method of Notice	When Notice is Deemed Received
Hand Delivery	On the date the notice is left at the recipient’s address.
Post (Registered)	Three (3) business days after posting.
Post (Standard)	Four (4) business days after posting.
Email	On the date the email is sent, provided the sender does not receive a delivery failure notification.

Force Majeure
1. Neither party will be liable for any failure or delay in performing its obligations under this Agreement if that failure or delay is due to an event beyond its reasonable control, including but not limited to natural disasters, government interventions, pandemics, strikes, cyberattacks, or disruptions to third-party services essential to performance (Force Majeure Event).
2. If a Force Majeure Event occurs:
  1. the affected party must notify the other party as soon as reasonably practicable; and
  2. obligations impacted by the event will be suspended for the duration of the event, with timeframes extended as necessary.
3. If the Force Majeure Event continues for more than 45 days, either party may terminate this Agreement by providing written notice.
4. The Client remains responsible for payments due for services already provided.
GENERAL PROVISIONS
1. Variations
  GG will inform the Client in writing of any substantial change to anything included in this Agreement, as soon as reasonably practicable after GG becomes aware of that substantial change.
2. Severability
  If any part of this Agreement is or becomes void and unenforceable then that part is or will be severed from this Agreement and the remainder shall not be affected.
3. Governing Laws
  This Agreement shall be governed by the laws of Western Australia and the parties submit to the exclusive jurisdiction of the Courts of Western Australia.
4. Joint & Several Liability
  If a party comprises more than one person, each person shall be jointly and severally liable to perform that party’s obligations under this Agreement.
5. If any special or contingent conditions are set out in this Agreement or any Proposal, those conditions will apply in addition to these Terms and Conditions.
6. Special Conditions
  If there is any inconsistency between a special or contingent condition and these Terms and Conditions, the special or contingent condition will prevail to the extent of the inconsistency.
7. Entire Contract
  The Agreement forms the entire contract between GG and the Client and supersedes the terms on any Client’s purchase order which are inconsistent with these terms.
Definitions
1. In this Agreement, the following words shall have the following meanings:
  ACL means the Australian Consumer Law as contained in the Competition and Consumer Act 2010 (Cth).Agreement means these Terms and Conditions between GG and the Client, inclusive of the documents and terms applicable under clause 1.1.Annexure means an annexure to this Agreement.Bugs means when an action produces an incorrect or unexpected result or behaves in an unintended way.
  
  Business Day means a day which is not a Saturday, Sunday, or public or bank holiday in the place where an act is to be performed or payment is to be made.
  
  Commencement Date means the date so specified in the Proposal.
  
  Confidential Information means the terms of this Agreement and all business, financial, and technical information of a party, other than information which:
  a) is in the public domain (except as a result of a breach of this Agreement by the other party); or
  b) comes to the other party through a third party who is under no obligation of confidentiality.
  
  Deliverable means any files, webpage, document or other deliverable created during the provisions of the Services.
  
  Director means a director, partner, trustee, or proprietor of the Client.
  
  Event of Default has the meaning ascribed to it by clause 19.
  
  Extended Term means any extension to the Term, pursuant to clause 2.2.
  
  Fees means the fees payable to GG by the Client pursuant to this Agreement.
  
  Force Majeure Event has the meaning prescribed by clause 22.
  
  GG means Gilligan Group Pty Ltd (ACN 602 512 514), (ABN 84 602 512 514).
  
  Hourly Rate means the hourly rate specified in the Proposal.
  
  Intellectual Property Rights means intellectual property rights, in relation to the following material produced during, or arising out of, the provision of the Services:
  a) the Raw Artwork;
  b) collateral, written materials, brand, art files, strategy, and digital works, including websites and SEO strategy;
  c) any patent, trademarks, copyright, registered design or other design right, electronic or circuit layout right, and any corresponding property or right under the laws of any jurisdiction throughout the world;
  d) any right under the laws of Australia, or of any other jurisdiction throughout the world, to apply for the grant of registration of a patent, trade mark, copyright, design, electronic or circuit layout right, or any corresponding property or right; and
  e) any rights throughout the world in respect of an invention, discovery, trade secret, know-how, concept, idea, information, data, algorithm, or formula.
  
  Raw Artwork means a raw artwork Deliverable, such as an Indesign or Photoshop files, which may contains GG’s know-how, licensing, methodologies, intellectual property, and processes belonging to GG.
  
  Services means the services to be supplied by GG as specified in the Proposal, and any additional services requested by the Client.
  
  Term means the period commencing on the Commencement Date and extending for:
  a) the period specified in the Proposal, if any; or
  b) the period of twelve (12) months, if no period is specified in the Proposal.