Terms of Service

By accessing or using our website or services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. These Terms constitute a legally binding agreement between you and ScaleMe Inc. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

We reserve the right to modify these Terms at any time. We will notify you of any material changes by posting the updated Terms on our website with a new "Last updated" date. Your continued use of our services after such modifications constitutes your acceptance of the updated Terms.

ScaleMe Inc. provides professional web design and development services, including but not limited to:

• Custom website design and development
• Responsive web design for mobile, tablet, and desktop devices
• Website hosting setup and configuration
• Search engine optimization (SEO) services
• Website maintenance and support services
• Content management system (CMS) implementation
• E-commerce website development
• Website updates and modifications

The specific services to be provided will be detailed in a separate service agreement, proposal, or project brief that will be provided to you before work commences. All services are subject to the terms and conditions set forth in this document and any additional terms specified in your service agreement.

To ensure the successful completion of your project, you agree to:

• Provide Accurate Information: Supply accurate, complete, and timely information, content, images, logos, and other materials necessary for the completion of your project.
• Timely Feedback: Provide timely feedback and approvals during the design and development process. Delays in providing feedback may extend project timelines.
• Content Ownership: Ensure that all content, images, and materials you provide do not infringe upon any third-party rights, including copyright, trademark, or privacy rights.
• Payment Obligations: Make payments in accordance with the payment schedule agreed upon in your service agreement.
• Compliance: Ensure that your use of the website and services complies with all applicable laws and regulations, including Australian consumer protection laws and advertising standards.
• Access Credentials: Provide necessary access credentials for hosting, domain, and third-party services when required for project completion.
• Content Accuracy and Legality: You are solely responsible for the accuracy, legality, and appropriateness of all content, text, images, and materials you provide. You warrant that all content provided does not infringe upon any third-party rights, including copyright, trademark, privacy, or publicity rights. We are not responsible for any legal issues arising from content you provide.
• Project Cancellation: If you choose to cancel a project after work has commenced, you will be responsible for payment of all work completed up to the date of cancellation, plus a cancellation fee of 25% of the remaining project balance. Cancellation must be provided in writing. Work completed will be delivered to you upon payment of all outstanding amounts.

Payment terms will be specified in your service agreement. Generally:

• Deposit: A deposit (typically 50% of the total project cost) is required before work commences. This deposit is non-refundable once work has begun, except as required by Australian Consumer Law.
• Final Payment: The remaining balance is due upon project completion and final approval, or as otherwise specified in your service agreement.
• Payment Methods: We accept bank transfers and credit card payments. All prices are in Australian Dollars (AUD) unless otherwise specified.
• Late Payments: Late payments may incur interest charges at a rate of 1.5% per month (18% per annum) on the outstanding amount. We reserve the right to suspend services until payment is received.
• Additional Work: Any work beyond the scope of the original agreement will be charged at our standard hourly rate or as agreed upon in writing.
• Rush Fees: Projects requiring completion in less than the standard timeline may incur rush fees. Rush fees are calculated as a percentage of the total project cost and vary based on the requested delivery timeframe:
  • 50% or less of standard timeline: 50% rush fee
  • 51-75% of standard timeline: 30% rush fee
  • 76-90% of standard timeline: 15% rush fee
  Rush fees must be agreed upon in writing before work commences and are non-refundable. Rush projects may require prioritization of your project over others and may limit the number of revision rounds available.
• Scope Changes: Changes to the project scope after work has commenced may result in additional charges and timeline adjustments. All scope changes must be approved in writing and may incur additional fees based on the complexity and time required.
• Refunds: Refunds are handled in accordance with Australian Consumer Law. If you are not satisfied with our services, please contact us to discuss your concerns.

We understand that sometimes you need your website completed faster than our standard timeline. We offer rush services subject to availability and the following terms:

• Availability: Rush services are subject to our current workload and resource availability. We reserve the right to decline rush requests if we cannot reasonably accommodate them without compromising quality or other client commitments.
• Rush Fee Structure: Rush fees are calculated as a percentage of the total project cost and must be paid upfront along with the project deposit:
  • Projects requiring completion in 50% or less of standard timeline: 50% rush fee
  • Projects requiring completion in 51-75% of standard timeline: 30% rush fee
  • Projects requiring completion in 76-90% of standard timeline: 15% rush fee
• Standard Timeline Reference: Standard timelines are typically 2-4 weeks for Starter plans, 3-6 weeks for Professional plans, and 4-8 weeks for Enterprise plans, depending on project complexity. Rush timelines are calculated based on these standard timelines.
• Revision Limitations: Rush projects may have limited revision rounds (typically 1-2 rounds instead of the standard 2-3 rounds) to meet the accelerated timeline. Additional revisions beyond the included rounds will incur additional charges.
• Client Cooperation Required: Rush projects require immediate and timely feedback, content provision, and approvals from the client. Delays in client response may result in timeline extensions or additional rush fees if the project cannot be completed within the agreed rush timeframe.
• Quality Standards: While we will maintain our quality standards, rush projects may have reduced flexibility for extensive design iterations or major scope changes during the development process.
• Non-Refundable: Rush fees are non-refundable once work has commenced, even if the project is later extended or cancelled, as they compensate for resource prioritization and opportunity costs.
• Written Agreement Required: All rush service requests must be agreed upon in writing, including the specific delivery date, rush fee amount, and any limitations on revisions or scope changes.

Intellectual property ownership is an important aspect of our service relationship:

• Client Content: You retain all ownership rights to content, images, logos, and other materials you provide to us. You grant us a license to use such materials solely for the purpose of completing your project.
• Final Deliverables: Upon full payment, you will own the final website design and code created specifically for your project. This includes custom designs, layouts, and custom-developed features.
• Third-Party Components: Your website may include third-party components, frameworks, or libraries (such as React, Next.js, or other open-source software) that are subject to their respective licenses. You will have the right to use these components as part of your website.
• Our Tools and Methods: We retain ownership of our proprietary tools, methodologies, templates, and general knowledge used in providing services. We may use similar approaches for other clients.
• Portfolio Rights: We reserve the right to display your completed website in our portfolio and marketing materials, unless otherwise agreed in writing.

Project timelines and deliverables will be specified in your service agreement:

• Timeline Estimates: All project timelines are estimates based on the information provided at the time of agreement. Actual completion dates may vary based on project complexity, client feedback speed, and scope changes.
• Delays: We are not responsible for delays caused by late provision of content, materials, or feedback from you, third-party service providers, or circumstances beyond our reasonable control.
• Revisions: Standard packages typically include 2-3 rounds of revisions. Additional revisions may incur additional charges as specified in your service agreement.
• Approval Process: You will have the opportunity to review and approve designs and functionality at designated milestones. Your approval will be required before proceeding to the next phase.
• Launch: Upon final approval and payment, we will assist with website launch. You are responsible for ensuring all content is accurate and compliant before going live.
• Client Delays: Project timelines are based on timely receipt of content, materials, feedback, and approvals from the client. Delays in providing required materials or feedback will extend the project timeline accordingly. We are not responsible for delays caused by client inaction or late responses. If client delays exceed 30 days without communication, the project may be placed on hold and may incur reactivation fees.
• Change Orders: Any changes to the project scope, design, functionality, or requirements after the initial agreement has been signed must be documented in a written change order. Change orders may result in additional fees and timeline adjustments. Work will not proceed on change order items until the change order has been approved and signed by both parties.
• Third-Party Dependencies: Project timelines may be affected by third-party services, including but not limited to hosting providers, domain registrars, payment processors, API providers, or other external services. We are not responsible for delays caused by third-party service providers.

Hosting and maintenance services are subject to separate agreements:

• Hosting: We can assist with hosting setup, but hosting is typically provided by third-party hosting providers. You are responsible for selecting and maintaining your hosting account, unless we provide hosting services under a separate agreement.
• Domain Names: Domain name registration and renewal are your responsibility, unless otherwise specified in your service agreement.
• Maintenance Services: Ongoing maintenance, updates, and support services are available under separate maintenance agreements. Basic maintenance may include security updates, bug fixes, and minor content updates.
• Third-Party Services: Your website may integrate with third-party services (payment processors, email services, etc.). We are not responsible for the availability, functionality, or terms of third-party services.
• Backups: While we recommend regular backups, you are responsible for maintaining backups of your website content and data, unless backup services are included in a maintenance agreement.

We warrant that:

• Our services will be performed with reasonable care and skill in accordance with industry standards
• We will use materials and methods that are fit for the purpose for which they are intended
• We will comply with all applicable Australian laws and regulations

However, we make no warranties or representations regarding:

• The uninterrupted or error-free operation of your website
• The compatibility of your website with all browsers, devices, or third-party services
• Search engine rankings or SEO results
• The accuracy, completeness, or legality of content you provide
• The performance of third-party hosting providers or services

To the maximum extent permitted by Australian Consumer Law, all other warranties, express or implied, are excluded. Nothing in these Terms excludes, restricts, or modifies any rights you may have under the Australian Consumer Law that cannot be excluded, restricted, or modified.

To the maximum extent permitted by law:

• Our Liability: Our total liability to you for any claims arising out of or in connection with our services is limited to the amount you have paid us for the specific service giving rise to the claim in the 12 months preceding the claim.
• Indirect Damages: We are not liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities, even if we have been advised of the possibility of such damages.
• Third-Party Actions: We are not liable for any loss or damage arising from the actions of third parties, including hosting providers, domain registrars, or other service providers.
• Content Issues: We are not liable for any loss or damage arising from content you provide, including copyright infringement, defamation, or other legal issues.

These limitations do not apply to liability that cannot be excluded under Australian Consumer Law, including liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.

Either party may terminate a service agreement under the following circumstances:

• By Client: You may terminate a project by providing written notice. You will be responsible for payment of all work completed up to the date of termination, plus any cancellation fees specified in your service agreement.
• By Us: We may terminate a project if you breach these Terms, fail to make payments, or engage in conduct that makes it unreasonable for us to continue. We will provide reasonable notice where possible.
• Upon Completion: The service agreement terminates upon completion of the project and full payment, unless ongoing maintenance or support services are agreed upon.
• Effect of Termination: Upon termination, you will receive all completed work and materials for which you have paid. We will retain copies of work for our records as required by law.

If a dispute arises between us:

• Good Faith Negotiation: Both parties agree to attempt to resolve disputes through good faith negotiation before pursuing other remedies.
• Mediation: If negotiation fails, disputes may be referred to mediation through an agreed mediator or mediation service in Melbourne, Victoria.
• Legal Action: If mediation is unsuccessful, either party may pursue legal action in the courts of Victoria, Australia.
• Consumer Rights: Nothing in this section limits your rights under Australian Consumer Law to seek remedies through the Australian Competition and Consumer Commission (ACCC) or other consumer protection bodies.

These Terms are governed by the laws of Victoria, Australia. Any disputes arising out of or in connection with these Terms or our services will be subject to the exclusive jurisdiction of the courts of Victoria, Australia. These Terms are subject to the Australian Consumer Law and other applicable Australian legislation, which may provide you with additional rights and remedies that cannot be excluded or limited.

• Entire Agreement: These Terms, together with your service agreement, constitute the entire agreement between us regarding the subject matter and supersede all prior agreements and understandings.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
• Assignment: You may not assign or transfer your rights or obligations under these Terms without our written consent. We may assign our rights and obligations to a third party in connection with a merger, acquisition, or sale of assets.
• Waiver: Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.
• Force Majeure: We are not liable for any failure to perform our obligations due to circumstances beyond our reasonable control, including natural disasters, pandemics, government actions, or internet outages.

If you have any questions about these Terms of Service or need to contact us regarding your project, please reach out:

ScaleMe Inc.

Melbourne, Victoria, Australia

Email: inquiries@scaleme.com

We will respond to your inquiry within a reasonable timeframe. For complaints or concerns about our services, we encourage you to contact us directly so we can work together to resolve any issues.