Terms & Conditions

Save when you prepay in 40-hour blocks. Prepaid credit expires 12 months from invoice date.

On-site: 4 hours minimum. Remote: 1 hour minimum (2 hours outside business hours).

01Terms & Conditions

This contract is governed by the laws of NSW, Australia. The operation of the postal acceptance rule is expressly excluded. The terms and conditions contained on this document supersede any previous terms and conditions.

02Limited Liability

In no event shall Digital Broker Labs or its suppliers be liable for any accidental, consequential, incidental or indirect damages of any kind (including without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use or of the inability to use the software. In no event shall Digital Broker Labs' liability for any claims whether in contract, tort or other theory of liability exceed the purchase price of the subject products or services, unless such limitation of liability is otherwise prohibited by law.

03Copyright

The intellectual property rights, copyright and company trade secrets of Digital Broker Labs vested in all software products, upgrades, dual-media software, hard-copy or electronic manuals and documentation are vested in Digital Broker Labs, which reserves the right to use the software or material, or any part of it in other applications and for its own use.

04Development Work Credit

In the event Digital Broker Labs performs web development services, the Client acknowledges and will ensure that: (a) Digital Broker Labs receives a permanent credit on the Site (including, without limitation, any alteration, modification or subsequent use of the Site) which acknowledges Digital Broker Labs as the developer of the Site; Unless otherwise agreed in writing credit shall be "Proudly developed by Digital Broker Labs" in a suitable position of each page of the Site. This text will provide a permanent link to www.digitalbrokerlabs.dev; (b) Digital Broker Labs may claim credit in its own promotional material for the development of the Site; and (c) the Client will remove the credit within 24 hours of receiving a notice from Digital Broker Labs to do so. In the event Digital Broker Labs performs web or other software development services, Digital Broker Labs reserves the right to develop and publish a case study on the work performed.

05Hourly Rate Work

Unless specified otherwise in writing, the Client authorizes Digital Broker Labs to undertake work on an hourly-rate basis. Digital Broker Labs may provide an estimated time to complete this work. Such estimates are not binding and all hours performed will be charged at the rates set out or otherwise agreed. Digital Broker Labs reserves the right to not provide estimates for work regarded by Digital Broker Labs to be less than 24 billing hours. The minimum time chargeable for on-site work is 4 (four) hours. The minimum time chargeable for remote work is 1 hour per request during business hours and/or 2 (two) hours per request outside of business hours. Any whole day booking cancelled within 4 business hours will incur a minimum 8 hour charge.

06Pre-Paid Work

Digital Broker Labs may offer a pre-paid rate where time is pre-paid in blocks of 40 hours. Pre-paid rates become effective upon the day of payment. Rates revert to standard if pre-payment is not made prior to work commencing, or not so made for second or subsequent prepaid invoices in respect of work past the previously prepaid work. We recommend that you process payment within 24 hours of receiving a new invoice to ensure that the prepaid discount is maintained. Unused prepaid credit expires 12 months from the date of issue of the invoice. No refund will be made for unused prepaid credit.

07Fixed Price Work

Digital Broker Labs may agree to perform certain work for a fixed price in accordance with an agreed specification. In this event, the specifications are fixed. Any additional or unspecified work will be billable to the Client's account. A 50% payment of any fixed-price component is required prior to commencement of work and 25% payment is required upon delivery of the software for User Acceptance Testing (i.e. when a "test please" email is sent). The final 25% payment is required prior to the work entering Production OR work commencing on any other component OR the elapse of 30 days after sending the "Test Please" email (whichever is sooner). Digital Broker Labs will only conduct fixed-price work in a Development and/or Staging environment. The Client forfeits any incomplete or unfinished work the moment the work enters Production.

08Requests for Work

Work requested by the Client (including employees or representatives of the Client), in written, electronic, or verbal form, is authorized by the Client. The Client may choose to work through a "Product Owner". If so, the Client must inform Digital Broker Labs of this decision in writing. Subsequent to this advice the Product Owner has sole authority to request billable work. All requests that the Product Owner is CC'd on are considered authorized.

09Warranty

No warranty applies to work done on an hourly basis, including bug fixing. Digital Broker Labs and its suppliers disclaim all other warranties, either express or implied, including, but not limited to implied warranties or merchantability and fitness for a particular purpose, with regard to the software, the accompanying written materials, and any accompanying hardware. A limited 5 business day warranty ("the Warranty period") begins upon delivery of any fixed price work on staging (not in production). If the work enters Production prior to the expiry of 5 business days, the warranty ceases. A software bug within the fixed price component is covered by the warranty where: The application crashes to code (excluding bugs resulting from third party products); or The application displays data inconsistent with the specified business rules; or The application is missing functionality specified in the specification; or The page design/layout is substantially inconsistent with the agreed mock-ups; And the developers can reproduce the above on the test server and the application is not yet "live" and the issue has been reported in time. All software bugs shall be presumed to fall outside the warranty unless proven by the client otherwise. "Business Day" is defined as any day except a public holiday throughout NSW, or a Saturday or Sunday.

10Uninvited Solicitation

The parties agree that the Client, its associated entities, sub-contractors, employees or entities with whom it has directed Digital Broker Labs to deal, will not employ or approach for employment any Digital Broker Labs employee or contractor during the term and for a minimum period of six (6) months following termination of this agreement. Should the Client, its associated entities, sub-contractors, employees, or an entity with whom it has directed Digital Broker Labs to deal, employs a Digital Broker Labs employee or contractor in breach of the above provision, the Client will pay Digital Broker Labs 29% of the total annual remuneration package paid to the solicited person by the new employer with such amount payable within 14 days of the date Digital Broker Labs reasonably ascertains the employment, and the Client agrees that such amount is a genuine pre-estimate of damages flowing to Digital Broker Labs.

11Support

Reproducing issues can be difficult. The client warrants that, before reporting an issue, the client will ensure their systems are up to date. Digital Broker Labs will perform these tasks to the clients account before investigating any issues if the tasks are not completed successfully by the client. Software will be supported either under an hourly rate, Service Level Agreement or on a Per Issue basis.

12Training & Documentation

Training is charged in half day or full day sessions. Documentation, if required, is at additional cost. If documentation has not been specifically estimated or quoted, it will not be supplied. All custom documentation, including additions, deletions, and amendments is to the Client's account.

13Cancellations by the Client

If any hourly job is cancelled by the Client after commencement, Digital Broker Labs will charge for all hours up to that point in time. Any whole day booking cancelled within 4 business hours will incur a minimum 8 hour charge. Any whole day booking that involves travel and accommodation cancelled within 16 business hours (48 hours) will incur a minimum 8 hour charge. If an hourly job is cancelled by the Client, any pre-paid work not fully completed will not be refunded; however the remaining balance will be credited to the Client's account for future utilisation. If any fixed price job is cancelled by the Client, Digital Broker Labs will retain the initial fifty percent of pre-paid value. Any further hours completed will be charged to the Client as a proportion of the quoted price based on hours completed to that point in time.

14Cancellations by Digital Broker Labs

Digital Broker Labs reserves the right to terminate any previously agreed project specification for fixed price work without prior notice. Digital Broker Labs will charge on a pro-rata basis for any work completed. Digital Broker Labs reserves the right to terminate any previously purchased pre-paid work blocks without prior notice. In this case, the Client will be refunded for hours not completed as a proportion of the pre-paid blocks purchase value. Digital Broker Labs reserves the right to terminate any ongoing service contract including, but not limited to hosting and maintenance, with fourteen days notice. In this case, any paid unexecuted services will be refunded as proportion of the charged price based on percentage of specified project completed.

15Payment Terms

Digital Broker Labs may at its sole discretion conduct work only on a prepaid basis. Otherwise payment terms are 7 days. The Client agrees that Digital Broker Labs can stop work if payment terms are exceeded. Digital Broker Labs reserves the right to take legal action to recover debt and/or withhold source code until invoices are paid in full. Client has 7 (seven) days from date of receipt of an invoice to query invoice or timesheet. The Client abrogates any right of reply after this time.

16Interest

Digital Broker Labs reserves the right to charge interest on all overdue accounts (including fees and disbursements) at a rate of 8% per annum compounded daily. Overdue accounts are deemed to be those accounts that remain unpaid after 7 days from the date of invoice for services or products provided by Digital Broker Labs.

17Credit Card Payments

All payments made by credit card are charged at cost. Any fees charged by payment processors will be passed on to the client at the exact rate charged to Digital Broker Labs.

18Deadlines

Digital Broker Labs may choose to estimate the completion date of a project. While we will endeavour to meet all deadlines, we do not offer any guarantees, and Digital Broker Labs is not liable for losses suffered due to a project being completed after the estimated completion date.

19Equipment

Digital Broker Labs is not liable for any equipment failures be it Digital Broker Labs' equipment or equipment on the Client site to the maximum extent permissible by law.

20Viruses

While Digital Broker Labs endeavours to have all its hardware virus-free, the Client is expected to have current virus protection, and Digital Broker Labs is not liable for any accidental infection of the Client's hardware.

21Expenses

When requested by the client, or where the work so requires, Digital Broker Labs may travel to locations which it considers safe and within a reasonable travel time. For full day bookings within the Sydney metropolitan area, travel is not billable. For part day bookings (less than 8 hours on site), travel time is billable at the standard rate. Outside the Sydney metropolitan area: For partial day bookings all travel time within business hours is billable. If travel is applicable, the Client shall pay for ordinary expenses including accommodation, airfare, and other transport at cost. Accommodation shall be charged at market rates but at no less than AUD$200 + GST per night if not booked and paid for by the client. A per diem of AUD$75 + GST per day is chargeable for meals if reasonable provision is not made by the Client.

22Goods and Services Tax ("GST")

Unless otherwise provided in this Agreement, any moneys payable under this Agreement have been calculated without regard to GST. Any amount which is payable on account of GST as a consequence of any supply made under this Agreement is to be paid to the party making the supply at the same time as payment is made for the relevant supply.

23Source Code Ownership

The copyright in the software developed by Digital Broker Labs pursuant to this Agreement, other than in the Retained Software, shall vest in the Client on acceptance. "Retained Software" includes any software of a generic nature used or developed by Digital Broker Labs during the course of this Agreement including any frameworks, libraries, or toolkits. The copyright and all other intellectual property rights in the Retained Software vest in Digital Broker Labs. Digital Broker Labs grants a non-exclusive, transferable, perpetual Australian right and license to use, deploy and modify the software comprising the Retained Software within the Client's group of companies for the Client's own internal purposes. Digital Broker Labs reserves the right to use in any way it thinks fit, including in the development of software for third parties, any programming tools, skills or techniques acquired by Digital Broker Labs in the course of this Agreement.

24Services of all Notices

Services of all notices shall be sufficient if delivered or sent by any form of email (preferred), or post (standard, certified or registered) to either party's business address.

25Testing

The Client is responsible to ensure the software has been tested. The Client agrees that prior to a version being submitted to the client, Digital Broker Labs developers may: Perform automated testing; Perform an internal "Test Please" (checking that pages or forms load, not checking the business rules). After Digital Broker Labs sends the Client a "Test Please" email, the Client must promptly conduct User Acceptance Testing, checking the specified work for bugs, sending all feedback within 5 business days ("the testing period"). For any fixed price work, Digital Broker Labs is not required to commence development on a future release, if any current release is not approved by the Client. For time and materials work, the work will be considered "auto-approved" and deployed to Production once the testing period has expired.

26Use of AI Technologies

The Client authorizes Digital Broker Labs to use such third party Artificial Intelligence technologies (Github Copilot, Claude, ChatGPT, Azure AI etc) as Digital Broker Labs considers appropriate in the conduct of the work. The Client must notify Digital Broker Labs if there are any specific AI technologies that they would prefer are not used.

27De-identification of Data

The Client must de-identify any data provided or supplied to Digital Broker Labs prior to the provision or supply of that data to Digital Broker Labs. For the purpose of this clause 'de-identify' means removing any information which identifies or could potentially be used to identify an individual. The Client warrants that any data it provides or supplies to Digital Broker Labs has been so de-identified.

28Severability

Each of the above clauses is severable and is enforceable separately. If one or more clauses are deemed unenforceable, this does not affect the validity of the rest of the contract.

29Business Hours

Digital Broker Labs Business Hours are Monday through Friday, 9:00am - 5:00pm AEST not including NSW public holidays.

To engage Digital Broker Labs, please contact us to discuss your project requirements. By engaging our services, you agree to these terms and conditions.