Services Agreement | Shipshape Digital

Version 1.4. The signing page shows the version and fingerprint of the copy you sign.

Who this is between

Shipshape Digital, a business name of Stefan Floratos, sole trader (ABN 61 235 500 282) ("we", "us"), and

The client ("you"), the business named when this agreement is signed.

1. How this agreement works

This agreement sets the rules for all work we do for you. Each job has its own scope, which says what we'll do, the price and the payment schedule. A scope only becomes part of this agreement when you accept it.
If documents disagree, this order applies: the accepted scope first, then this agreement, then the terms of service on our website.
Agreed in writing: what's included is what's in the scope, plus any changes we both confirm by email. Nothing agreed only verbally forms part of the job. New features or changes outside the scope are quoted, or done using Harbour hours if you have them.
Small one-off purchases (a Rigging audit, Harbour hours) can be bought through a payment link without a separate scope. The description on the payment link and our website then acts as the scope.

2. Payment

Prices are in Australian dollars. Shipshape Digital isn't registered for GST, so there's no GST to add.
Rigging audits and Harbour hours are paid in full upfront. Launch websites are 50% upfront and 50% at go-live, or 7 days after the site is ready for your review, whichever comes first. Larger builds follow the payment schedule in their scope.
Work starts when payment clears. Invoices are due within 7 days unless the scope says otherwise.
All payments are by card through Stripe, using a payment link or the pay button on your invoice, unless we agree another way in writing. We never change our bank details by email. If you get a message saying otherwise, call or email us on a known address before paying.
If a payment is overdue, work pauses until it's paid. A late payment never takes a live website down.

Keeping payments on schedule

Due dates are fixed. Each payment in a scope is tied to a date or an event with a date limit (for example "at go-live, or 7 days after the site is ready for your review, whichever comes first"). A payment doesn't move later because feedback, content, access or approvals from your side are late.
Waiting on you. If we've been waiting on your content, feedback or access for more than 30 days, we'll remind you in writing. If nothing arrives within 14 days of that reminder, we may pause the job and invoice the work done to that point (worked out as in section 9.3), less anything you've already paid. When you're ready, we restart where we stopped, and the rest of the scope price is due as the remaining stages are done.
Acceptance. When we tell you in writing that a stage or the finished work is ready, you have 5 business days to check it and report any fault. It's accepted when you approve it in writing, when you start using it live in your business, or when that time passes without a fault being reported, whichever comes first. A fault you report later is still covered by "Built right, or I fix it" (section 5). If, within those 5 business days, you report a fault that stops you using the work as agreed, we fix it and tell you in writing when it's done; any payment whose date limit runs from that review (for example "7 days after the site is ready for your review") then runs from the day we tell you, not from the first one. Minor issues (section 2.9) don't restart it.
Small fixes don't hold up payment. Minor issues that don't stop you using the work (a typo, an image that needs swapping, a spacing problem) go on a fix list. We fix them within 10 business days, and they don't delay acceptance or any payment. If we disagree about whether something is minor, we treat it as a fault under section 2.8.
Disputes over one item. If you dispute part of an invoice, tell us in writing before it's due, saying which item and why. Pay the rest by the due date. We'll work through the disputed item with you under section 10, and it doesn't delay any other payment or the rest of the work. If you find a problem after the due date, you can still raise it under section 10.

3. Refunds and cancelling

These apply to the fixed-price items. Larger builds follow any refund terms in their scope; where it says nothing, section 9 (ending the work) applies.

Rigging audit: full refund if you cancel before the first session (call, video or remote).
Launch deposit: full refund if you cancel before we get started (our first call or email about your site after you pay). After that, half the deposit is refunded if you cancel before we email you the first design. Once the first design has been sent, the deposit isn't refundable.
Harbour hours: full refund if you ask within 7 days of payment and no hours have been used. After that, hours aren't refunded as cash, but they don't go to waste:
- they're valid for 12 months from payment, and we'll email you a reminder 30 days before they expire;
- any unused hours carry over if you buy another block before they expire;
- you can put unused hours towards any Shipshape Digital work, such as an audit or a website, worth what you paid for them; and
- if we end the arrangement or stop trading, we refund any unused hours in full, at the rate you paid.
Overpayments and duplicate payments are refunded in full.
How refunds are paid: refunds go back to the card you paid with, through Stripe, or to the bank account you paid from if we agreed a bank transfer. We process refunds within 2 business days of agreeing them. Card refunds can take 5–10 business days to show.
Nothing in this section limits your rights under the Australian Consumer Law (section 5).

4. Your part

Give us the access, information and approvals the job needs, in good time. Delays on your side move the timeline, not the payment dates.
Keep your domain, hosting, Cloudflare, email and other accounts in your own name, with secure passwords and two-factor sign-in. Keep your own backups of your business data.
We can't control the security of your email accounts or devices. If they're compromised, attackers can reset passwords and get back into systems we've cleaned or built.
Tell us straight away if you think something isn't working as agreed.
Give us access with the least permission the job needs (read-only wherever it's enough), and tell us which systems hold personal or health information.
Your own edits. If you, your staff or another provider change what we built (for example by editing the website files on GitHub), the "Built right, or I fix it" promise doesn't cover problems those changes cause. We can fix or undo them using Harbour hours.
Running costs. Third-party services your system needs (domain renewals, Cloudflare plans, software subscriptions) are billed to you directly by those providers. Any we know about are listed in the scope.

5. Your consumer rights and our promise

Our services come with guarantees that can't be excluded under the Australian Consumer Law, including that they'll be provided with due care and skill, be fit for any purpose you told us about, and be supplied within a reasonable time. Where our services are not of a kind ordinarily acquired for personal, domestic or household use, our liability for failing to meet a guarantee is limited, as section 64A of the Australian Consumer Law allows, to supplying the services again or paying the cost of having them supplied again, unless you show it wouldn't be fair or reasonable for us to rely on this limit.
Built right, or I fix it: if anything we built doesn't work as agreed in writing, we fix it at no cost, for as long as it remains unchanged and with us. Launch websites also get 30 days of free small adjustments after go-live.
Not covered by that promise: new features or changes, problems caused by changes made by you or someone else, changes or outages at third-party services we don't control (hosting platforms, software vendors, their APIs), and your own email system.
Where a third-party service changes and something we built stops working because of it, we tell you what's needed and how long it will take. With your approval, we fix it using Harbour hours or a quote.

6. Limits on liability

Apart from your consumer rights above, and except for fraud, wilful misconduct or personal injury:

each of us is liable to the other for no more than the total fees paid or payable under the scope or purchase the claim relates to, or, for a breach by us of section 8 (Confidentiality and your data) or of a non-disclosure agreement between us, no more than the greater of those fees and the amount our professional indemnity insurance pays for that claim; and
neither of us is liable to the other for indirect or consequential loss, such as lost profits, lost revenue or lost opportunities.

This section doesn't limit your obligation to pay our fees for work done.

7. Ownership

When the work is paid in full, you own what we built for you: the code, content, accounts and admin access. We keep the tools, templates and know-how we use across clients, and you get a permanent licence to use any of them that are part of your system. Your domain and your other service accounts are in your name. We build your site in Shipshape Digital's own Cloudflare account while you review the first design; before it goes live you set up your own Cloudflare account (we help), add us as a member, and we move the site into it. Until final payment, we keep the code in Shipshape Digital's GitHub and hold the admin access; once you've paid in full, we hand over the admin access and the code is yours, and we transfer it to you when you ask.
You confirm that content you give us (text, photos, logos) is yours to use or that you have permission, and you allow us to use it for your job.
Open-source and third-party components stay under their own licences. We tell you about any that come with conditions you need to know about.
Showing our work. We may list your business and show your site or a description of the work in our portfolio, unless you tell us not to. We never show your data, your customers' details or anything confidential. A small "Website by Shipshape Digital" credit and link in a website footer is yours to keep or remove.

8. Confidentiality and your data

We keep your business information and anything we see while working in your systems confidential, use it only for your job, and handle passwords and keys securely (never in emails, notes or code). See our privacy policy for how we handle personal information.
You keep our pricing, proposals and anything we mark confidential to yourself.
These duties continue after the work ends. They don't apply to information that's public (other than through a breach), that the other side already had or got lawfully elsewhere, or that the law requires to be disclosed (with notice to the other side where allowed).
Personal and health information. Where the work gives us access to personal information you hold, including customer, patient or staff details and health information, whether in your systems, on screen, in a recording, an export or a file you send us: we only access what the job needs; we don't copy it unless the scope says so or it's in a session recording or transcript under section 8.5; we keep any copy secure, share it with no one, and delete it when the job ends (a session recording or transcript within the period in section 8.5); and we don't use real patient data for testing. If we become aware of, or suspect, unauthorised access to, disclosure of or loss of that information, at any time, we tell you without delay and in any case within 72 hours, tell you what we know, and help you contain it and assess it so you can meet your own obligations, including the notifiable data breaches scheme where it applies to you.
Recordings. Sessions we record (such as a Rigging audit screen-share) are recorded only with everyone on the call told first. A recording may come with an automatic written transcript, which we treat the same way as the recording. We keep recordings and transcripts only for the job, and delete them, including from any recycle bin, within 90 days of the report. We avoid recording personal or health information: we ask you to use a demo or test record where the session would show one, and stop the recording while any screen shows real personal or health information, then start it again.
If you've also signed our mutual NDA, or one of your own, we follow both. Where they differ on the same point, the one that gives the information more protection applies, and duties for personal and health information last for as long as either of us holds it.
Subcontractors. We don't give anyone else access to your systems or information without your written OK. If you agree to one, they're bound by the same confidentiality terms and we stay responsible for their work.

9. Ending the work

Either of us can end a job with written notice. Subject to the refund rules in section 3, you pay for work done up to that point, and we hand over everything paid for. When you leave, we remove our access and hand over the details of how your system runs.
Either of us can end this whole agreement the same way. Any scope already accepted carries on under this agreement until it's finished or ended.
Work done to that point is worked out from the scope's payment schedule and the stages completed. Where that isn't clear, it's the hours logged at the Harbour rate ($140 an hour), and never more than the scope price.
On leaving, we follow our exit checklist: transfer the code repository to you, remove our access and tokens, and give you the "moving parts" document for your system. If a contact form sends through our email service, we keep it sending for 30 days while it's switched to one you own.

10. Sorting out problems

If something goes wrong, tell us in writing and we'll try to resolve it directly within 14 days. If that doesn't work, we'll try mediation before going to court. These terms are governed by the laws of Queensland.

Either of us can still go to court for urgent relief (for example, to stop a misuse of confidential information).

11. General

Notices go by email to the addresses in the signing record (ours is [email protected]), or any new address the other side gives in writing.
Things outside our control. Neither of us is responsible for a delay caused by something outside our reasonable control (for example a major outage at a platform provider). Payment dates for work already done don't move.
Changes to this agreement only take effect if we both agree in writing. If we update our standard agreement, it applies to you only if you accept the new version. A change to the terms of service on our website never changes a scope you've already accepted.
Independent contractor. We work for you as an independent business, not as an employee.
Assignment. Neither of us transfers this agreement to someone else without the other's written OK, except that we may transfer it to a company we set up to run Shipshape Digital, with notice to you.
Whole agreement. This agreement, the accepted scopes and any NDA between us are the whole agreement for the work. They replace earlier proposals and discussions about it.

How it's signed

This agreement is signed online. We email you a one-time link to our signing page on shipshapedigital.com, our operations domain. You type your name and role and tick to accept; we record the date and time, your email address, IP address, the document version and its fingerprint, and send a PDF copy to both of us.

Questions before you sign? Get in touch. Want an NDA in place first? See our mutual NDA.

Master services agreement