Bare Digital Pty Ltd · Version 2.0 · Effective 1 September 2026 · ACN 641 067 923 · ABN 78 437 341 715
These Terms & Conditions form part of your agreement with Bare Digital and accompany the Fee Proposal issued to you. They supersede all previous versions.
1.1 These Terms & Conditions (Terms), the accepted Fee Proposal / Scope of Work (Fee Proposal), and any annexures form the Agreement.
1.2 Bare, we, us, our means Bare Digital Pty Ltd (ACN 641 067 923, ABN 78 437 341 715) (Bare Digital Pty Ltd ATF Bare Digital Trust).
1.3 Client, you, your means the entity named in the Fee Proposal.
1.4 These Terms apply to engagements with a total value of A$25,000 (ex GST) or less, or to retainers with a monthly fee of A$25,000 (ex GST) or less. Engagements above that value are governed by a separate written agreement, and these Terms do not apply to them.
1.5 Where these Terms conflict with the Fee Proposal, the Fee Proposal prevails.
2.1 Services means the professional services described in the Fee Proposal, which may include website development, web application development, website growth (SEO/AEO), branding and design, search and social advertising, hosting resale, digital and technology consulting, and AI enablement and training.
2.2 Deliverables means the outputs we provide under the Fee Proposal (for example website files, applications, designs, documents, ads assets, reports, advice and recommendations).
2.3 Client Materials means any content, data, images, video, logins, approvals, access, and instructions you provide (or you ask us to source) to perform the Services.
2.4 Third-Party Services means tools and platforms not owned by Bare (for example WordPress, hosting providers, plugins, stock libraries, Google, Meta, LinkedIn, Atlassian, Microsoft, and AI Tools).
2.5 AI Tools means third-party artificial intelligence and machine learning services used in the performance of the Services, including large language models and generative image, text and code tools.
2.6 AI Output means any part of a Deliverable generated in whole or in substantial part by an AI Tool.
2.7 Personal Information has the meaning given in the Privacy Act 1988 (Cth).
2.8 Application means software we build for you that stores data, authenticates users, or processes transactions, as distinct from a website consisting of published pages.
2.9 Hosting Services means website hosting, domain registration, email hosting, SSL and related infrastructure that we resell or administer on your behalf.
2.10 Head Contractor means a party who engages Bare to perform Services that form part of that party's own delivery to a further client.
2.11 Consulting Services means advisory, configuration, troubleshooting and implementation work on digital tools, platforms and processes, delivered as advice, recommendations, configuration or documentation rather than as a designed or built asset.
3.1 You engage Bare to provide the Services in accordance with this Agreement, and Bare agrees to provide the Services with due care and skill.
3.2 The scope is strictly limited to what is set out in the Fee Proposal. Anything else is a change request and treated as out-of-scope (see clause 6).
3.3 Timeframes are estimates unless expressly stated as fixed in the Fee Proposal. Delivery depends on timely inputs, access, and approvals from you.
4.1 You will:
4.2 You warrant you have the rights to provide Client Materials for use in the project (including any logos, images, video, testimonials, and data).
4.3 You are responsible for final approval of Deliverables before public release (including website launch, application launch, ad launches, print, or publishing).
4.4 You must tell us in writing, before the Fee Proposal is accepted, of any policy of yours that restricts the use of AI Tools, the storage or processing of your data outside Australia, or the platforms we may use. Clause 15 sets out what applies if you do not.
5.1 Fees are as set out in the Fee Proposal and are in AUD, exclusive of GST unless stated otherwise.
5.2 Third-party costs are not included unless itemised in the Fee Proposal (for example stock, fonts, plugins, licences, subscriptions, hosting, domains, ad spend, AI Tool usage and metered API costs, photography, printing). Where you ask us to procure these, you must pre-approve and pay those costs before we commit.
5.3 If an hourly rate is required (out-of-scope work, extra revisions, extra meetings), it will be the rate stated in the Fee Proposal. If not stated, our default rate applies: A$180 + GST per hour, billed in 15-minute increments, with your written approval before we proceed.
5.4 Travel is not included unless itemised. If you request on-site work, travel time and out-of-pocket costs are billable at clause 5.3 and/or as agreed.
6.1 Any change to scope, assumptions, deliverables, or timelines must be agreed in writing (email) before we start the change.
6.2 If you request changes and we reasonably consider them out-of-scope, we will provide a variation estimate or apply clause 5.3 (as agreed).
6.3 If you direct us to proceed without agreeing the variation price, you authorise us to bill under clause 5.3.
7.1 Unless stated otherwise in the Fee Proposal, each deliverable includes one (1) consolidated round of revisions.
7.2 Revision requests must be:
7.3 Additional revisions, fragmented feedback, or changes to previously approved items are billable under clause 5.3.
7.4 If you do not respond within ten (10) business days of a request for approval, we may treat the item as approved for scheduling purposes and proceed, or we may pause the project (see clause 25.6).
8.1 Payment is by electronic funds transfer (EFT) only. Our bank details appear on each invoice.
8.2 We do not accept credit card, debit card, or digital wallet payment. If you require an alternative payment method, you must request it in writing before the Fee Proposal is accepted, and it applies only if we agree to it in writing. A request made after acceptance does not oblige us to accept that method.
8.3 Where we have agreed in writing to an alternative payment method, any cost of acceptance is reflected in the fee quoted to you and is not added as a separate surcharge.
8.4 Direct debit is available for Hosting Services and other recurring charges under clause 19, by written arrangement.
8.5 Unless the Fee Proposal states otherwise:
8.6 We may pause work and withhold Deliverables or access (including website handover, application handover, or launch) if invoices are overdue.
8.7 Late amounts may accrue interest at 10% per annum, calculated daily, from the due date until paid, plus reasonable recovery costs.
9.1 For fixed-scope projects (for example website builds, applications, branding), milestone payments may apply as set out in the Fee Proposal.
9.2 Deposits are applied to project setup, scheduling, and work performed. If you delay supplying required inputs for more than sixty (60) days, we may:
10.1 Retainers are scoped to outputs, not to hours. The Fee Proposal describes what is delivered each period. It does not allocate a number of hours, and no hour bank is created.
10.2 Because no hours are allocated, no hours accrue, roll over, carry forward, or become refundable at the end of any period, and unused capacity in one period does not increase the deliverables in another.
10.3 Where the agreed outputs for a period cannot be delivered because inputs, approvals or access were not provided, the fee for that period remains payable and the outputs are not carried forward unless we agree otherwise in writing.
10.4 Work outside the agreed outputs is out-of-scope and billable under clause 5.3.
10.5 The term and renewal are as set out in the Fee Proposal. Fee changes on renewal require written notice at least thirty (30) days before the renewal date, and apply only from the renewal, not retrospectively.
11.1 You are responsible for:
11.2 Third-party software (themes, plugins) may change, deprecate, or conflict over time. We are not responsible for third-party outages or changes.
11.3 Unless included in the Fee Proposal, ongoing maintenance, updates, security hardening, content uploads, and support are not included.
12.1 We do not guarantee rankings, traffic, enquiries, or AI citations. Search and AI systems change, competitors act, and results depend on many factors outside our control.
12.2 Our role is to build and improve the foundations (structure, content, internal linking, technical best practice) and iterate based on performance data and your priorities.
12.3 You agree that results are typically cumulative and require consistent publishing, approvals, and time.
13.1 Ad spend is separate from our fees unless expressly included.
13.2 Ad account access depends on whose payment method funds the account.
13.3 Where clause 13.2(b) applies:
13.4 Stopping or pausing campaigns under clause 13.3(d) is not a breach of this Agreement, and we are not liable for any loss of performance, ranking, audience or momentum arising from it.
13.5 On termination, where clause 13.2(b) applied, we will provide a final performance export. Transfer of the advertising account itself is subject to the platform's own rules and is not guaranteed.
13.6 We do not guarantee performance outcomes. Platform policies, auctions, competition, seasonality, and tracking constraints impact results.
13.7 You are responsible for confirming you have the rights to advertise the offer and use the supplied creative and content. You are also responsible for industry compliance and claims substantiation.
13.8 We may pause campaigns if invoices are overdue, if we identify compliance risk, or if tracking or access is insufficient to manage responsibly.
14.1 Consulting Services are delivered as advice, recommendations, configuration or documentation. The decision to act on any recommendation is yours, and you are responsible for assessing it against your own circumstances.
14.2 Where we configure, style or integrate a Third-Party Service on your behalf, that service remains under its provider's control. We are not responsible for changes to its features, pricing, licensing or availability, and a change by the provider may render our configuration partly or wholly ineffective.
14.3 Where a Deliverable depends on a subscription, licence or trial held by you, that dependency will be identified to you. Maintaining it is your responsibility, and the Deliverable may stop functioning if it lapses.
14.4 Consulting Services do not include ongoing support, monitoring or maintenance of the tools or configurations concerned unless itemised in the Fee Proposal.
14.5 We do not provide legal, accounting, tax or financial advice. Where a recommendation touches those areas, you should obtain advice from a qualified professional.
15.1 We use AI Tools in the ordinary course of delivering the Services, including for research, drafting, design, code generation, analysis and reporting. By accepting the Fee Proposal you consent to that use, subject to this clause.
15.2 Client Materials may be processed by AI Tools where it is necessary to perform the Services. We will not use Client Materials to train any third-party AI model, and we select tools whose terms exclude training on business inputs.
15.3 AI Tools may process and store data outside Australia. If your policy or your own obligations require processing to remain in Australia, or prohibit AI processing of your material, you must tell us in writing before the Fee Proposal is accepted (clause 4.4). We will then either scope the Services without those tools, at a fee reflecting the additional time, or decline the engagement.
15.4 Every Deliverable is reviewed by a person before it reaches you. We do not deliver unreviewed AI Output.
15.5 You remain responsible under clause 4.3 for final approval of all Deliverables before public release, including verification of any factual claim, figure, citation or legal statement they contain.
15.6 Where we deliver AI enablement, configuration or training Services, we do not warrant the accuracy of output produced by the tools we configure, and you remain responsible for how your personnel use them.
16.1 Each party retains ownership of its pre-existing IP.
16.2 Upon full payment of all fees due, you receive a non-exclusive, perpetual licence to use the Deliverables for your business purposes, unless the Fee Proposal states otherwise.
16.3 AI Output. You acknowledge that material generated by an AI Tool may not attract copyright protection in Australia, and that neither party may be able to claim ownership of it. To the extent copyright does not subsist in any AI Output, clause 16.2 operates as an unrestricted permission to use that material rather than a licence of rights, and we make no warranty that AI Output is protectable, exclusive to you, or not substantially similar to material provided to another party.
16.4 Bare retains ownership of working files, native and source files, and raw project files unless expressly included or purchased as an add-on in the Fee Proposal. Application source code is dealt with in clause 20.
16.5 Third-party assets (fonts, stock, plugins, licences) are subject to their own licence terms and may require separate purchase or renewal by you.
16.6 Portfolio use. Unless you notify us in writing before launch, you grant Bare permission to display non-confidential Deliverables (for example screenshots, excerpts, public links) for our marketing and portfolio. This clause does not apply where we act as a subcontractor (see clause 22.4).
17.1 Each party must keep confidential information confidential and only use it to perform the Agreement.
17.2 This does not apply to information that is public, already known, independently developed, or required by law to be disclosed.
17.3 Processing confidential information through an AI Tool under clause 15 is not a breach of this clause, provided the tool's terms exclude training on business inputs and access is limited to personnel performing the Services.
18.1 Where we hold or process Personal Information on your behalf, we will handle it only as needed to perform the Services, and will not disclose it except to Third-Party Services used in delivery or as required by law.
18.2 We will take reasonable steps to protect credentials, access and data we hold for you, including multi-factor authentication where the platform supports it, and access limited to personnel performing the Services.
18.3 You remain the party responsible for your own obligations under the Privacy Act 1988 (Cth), including any privacy policy disclosure required in relation to automated decision-making. Where your obligations require specific handling by us, you must tell us in writing before the Fee Proposal is accepted so it can be scoped.
18.4 Notifiable breach. If we become aware of unauthorised access to, or disclosure or loss of, your data held by us, we will notify you without undue delay and in any event within seventy-two (72) hours of becoming aware, tell you what we know, and assist you in meeting any notification obligation you have.
18.5 You must notify us promptly when a person who held access to your accounts through us leaves your business, so access can be revoked.
18.6 On termination we will, at your written request made within thirty (30) days, return or delete the Client Materials and credentials we hold, other than material we must retain by law or hold in routine backups.
19.1 Hosting Services are resold or administered on your behalf. The underlying service is provided by a third party under its own terms, and we do not warrant uptime, performance or data integrity beyond what that provider offers us.
19.2 Hosting and domain fees are billed annually in advance unless the Fee Proposal states otherwise, and are payable by EFT or by direct debit under clause 8.4.
19.3 Fees may change on renewal, and we pass provider increases through. Providers frequently notify us of an increase only shortly before the renewal date, sometimes with less than fourteen (14) days' notice, so we cannot commit to a fixed notice period. We will tell you as soon as reasonably practicable after we are notified.
19.4 If you do not accept a renewal fee, you must tell us in writing before the renewal date. We will not renew, the service will lapse on its expiry date, and clause 19.7 governs migration. It is your responsibility to have migrated away before that date.
19.5 Where a domain is registered in your name, you own it. Where we register or hold a domain on your behalf, we will transfer it to you on request at no charge beyond any registry fee, provided your account is not in arrears.
19.6 We may suspend Hosting Services where an invoice is more than fourteen (14) days overdue. We will give you written notice before suspending. Suspension does not reduce the amount owed, and reactivation is subject to payment in full.
19.7 Migration away. On termination or non-renewal for any reason, you may request a migration of your site, files, databases and email away from our hosting. We will provide a full export, and the access required for your incoming provider, within ten (10) business days of the request and payment of any outstanding amounts. Hands-on migration work by us is billable under clause 5.3.
19.8 Backups are as provided by the underlying host unless a specific backup regime is itemised in the Fee Proposal. You are responsible for maintaining your own independent backup of anything you cannot afford to lose.
20.1 This clause applies where the Deliverable is an Application, and prevails over clause 11 to the extent of any inconsistency.
20.2 Ownership of source code. On full payment, you own the application source code we write specifically for you, other than our pre-existing IP, third-party libraries, and any reusable components we licence to you on a non-exclusive basis. This is an exception to clause 16.4.
20.3 Platform accounts (for example hosting, database, payment and AI provider accounts) are established in your name, and you pay those providers directly. Estimated running costs stated in the Fee Proposal are estimates, not a cap, and usage-based costs vary with the volume of use.
20.4 Where the Application stores Personal Information, you are the entity responsible for that data, including any consent wording, privacy policy, and notification obligation. You must provide the consent wording and privacy policy before launch, and we are not responsible for their adequacy.
20.5 We will apply reasonable and generally accepted security practices to the build, including access controls appropriate to the data stored. No application is free of defects, and we do not warrant that the Application is secure against every form of attack.
20.6 Unless a support or maintenance arrangement is itemised in the Fee Proposal, the Application is handed over as-is at acceptance. Dependency updates, security patching, monitoring and incident response are not included.
20.7 We will remedy defects in our own code reported in writing within thirty (30) days of acceptance, at no charge, where the Application does not perform as described in the Fee Proposal. This does not extend to changes in third-party services, changes you or a third party make to the code, or new requirements.
21.1 We will perform the Services with due care and skill and in line with generally accepted professional standards.
21.2 Except as expressly stated, and to the maximum extent permitted by law, we exclude other warranties.
21.3 Nothing in this Agreement excludes, restricts, or modifies any non-excludable rights or remedies under the Australian Consumer Law.
22.1 This clause applies where you engage Bare as a Head Contractor, so that our Services form part of your own delivery to a further client.
22.2 Our contract is with you, not with your client. We take instructions from you, invoice you, and are paid by you.
22.3 Payment to us is not conditional on you being paid by your client. Clause 8 applies unchanged.
22.4 We will not name you, your client, or the project in our marketing or portfolio, and clause 16.6 does not apply, unless you give written permission. We will treat the existence of the engagement as confidential.
22.5 Where your contract with your client imposes obligations that must flow down to us (for example insurance levels, security standards, data residency, or restrictions on AI Tools), you must give us those terms in writing before the Fee Proposal is accepted. We are not bound by a head contract term we have not been given.
22.6 We may be identified to your client as your supplier where you choose, or delivered under your brand, as agreed in writing.
23.1 Bare maintains professional indemnity insurance and will provide a current certificate of currency on request.
23.2 Where your contract, tender or panel arrangement requires a minimum level of cover, you must tell us the required level in writing before the Fee Proposal is accepted. Cover above the level we hold is available by arrangement and at your cost.
24.1 Neither party is liable for failure to perform due to events outside reasonable control (for example outages, platform failures, natural disasters, industrial action). Timelines will be extended accordingly.
25.1 This Agreement starts on acceptance of the Fee Proposal and continues until the Services are completed or terminated.
25.2 For retainers, the term and renewal are as set out in the Fee Proposal and clause 10.5.
25.3 Either party may terminate for convenience with fourteen (14) days' written notice, unless the Fee Proposal specifies a minimum term.
25.4 Either party may terminate immediately if the other party commits a material breach and fails to remedy it within fourteen (14) days of written notice.
25.5 Either party may terminate immediately if the other becomes insolvent or enters administration.
25.6 If the project is paused due to Client delay (missing inputs or approvals) for more than sixty (60) days, we may reschedule or terminate under clause 25.3.
25.7 On termination:
26.1 To the extent permitted by law, Bare is not liable for:
26.2 Our total aggregate liability arising out of or in connection with the Agreement is limited to the fees paid to Bare for the Services giving rise to the claim in the six (6) months immediately preceding the event giving rise to the claim, capped at A$10,000, except where liability cannot be limited by law.
26.3 Clause 26.2 reflects the value of engagements governed by these Terms (clause 1.4). Engagements above that value are governed by a separate agreement with its own liability position.
26.4 You indemnify Bare against any third-party claim arising from Client Materials, your instructions, or your use of Deliverables, except to the extent caused by Bare's breach of this Agreement.
26.5 We are not liable for loss arising from your use of, or reliance on, AI Output that you approved for release under clause 4.3.
27.1 If a dispute arises, the parties will first attempt to resolve it by good-faith negotiations between nominated senior representatives.
27.2 If unresolved within fourteen (14) days, either party may refer the dispute to mediation in Perth, Western Australia, before commencing court proceedings (except for urgent injunctive relief).
28.1 Bare is an independent contractor. Nothing creates employment, partnership, or agency.
28.2 Assignment: neither party may assign this Agreement without written consent (not to be unreasonably withheld).
28.3 Notices may be given by email to the addresses in the Fee Proposal.
28.4 Governing law: Western Australia. The parties submit to the courts of Western Australia.
These Terms accompany the Fee Proposal issued to you and form part of your agreement with Bare Digital. The version that applies to an engagement is the version named in the accepted Fee Proposal.
Bare Digital Pty Ltd ATF Bare Digital Trust · Leederville, Western Australia · bare.digital