These General Terms of Service when combined with a Quote and signed by a Client constitute a binding contract of sale for the Work set out in the Quote.
General Terms & Conditions
1. Definitions
In these Terms, the following words and expressions have the meanings set out below unless the context requires otherwise.
“Agreement” means these Terms together with any signed Quote, Project Proposal, or Statement of Work issued by Spin Design to the Client.
“AI Generated Content” means any content, code, image, text, or asset produced in whole or in part through the use of artificial intelligence tools or platforms, including but not limited to large language models, generative image tools, and code completion assistants.
“AI Tools” means any artificial intelligence platform, tool, or service used by Spin Design in the course of delivering the Services, including generative AI tools, machine learning services, and AI enhanced design or development utilities.
“Australian Consumer Law” or “ACL” means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
“Business Day” means a day other than a Saturday, Sunday, or public holiday in New South Wales, Australia.
“Client” means the individual, company, or entity named in the Quote that engages Spin Design to undertake the Work.
“Confidential Information” means all non-public information disclosed by one party to the other in connection with this Agreement, including business strategies, client lists, technical specifications, pricing, and project briefs, whether disclosed in writing, verbally, or through the designated project platform.
“Content” means any text, images, video, audio, data, or other material supplied by the Client to Spin Design for inclusion in the Deliverables.
“Deliverables” means any website, application, design asset, code, document, or other output produced by Spin Design under this Agreement and set out in the Quote.
“EziDebit” means EziDebit Pty Ltd, a licensed direct debit provider and third party payment processing service used by Spin Design to facilitate scheduled and on demand direct debit payments from the Client. EziDebit’s services are subject to its own terms and conditions, which the Client agrees to upon completing the EziDebit direct debit authorisation process.
“Fee” means the total monetary charges payable by the Client to Spin Design for undertaking the Work, as set out in the Quote, exclusive of GST unless otherwise stated.
“GST” has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
“Intellectual Property” or “IP” means all intellectual property rights including copyright, trade marks, design rights, patents, moral rights, and all other rights of a similar nature, whether registered or unregistered, subsisting anywhere in the world.
“Major Revision” means a change to the Work that involves changing the entire colour scheme; significantly altering the overall layout or structure of content; changing the way website navigation functions; or altering content to the extent that a database or core site architecture must be reconfigured.
“Minor Revision” means a change to the Work that involves amendments to text, font styles, text colour, website navigation labels, colour adjustments to individual layout elements, or repositioning of individual design elements within an existing layout.
“On Demand Debit” means a single, non recurring direct debit transaction initiated by the Spin Design Accounts team via the EziDebit platform for a specific payment amount outside the Client’s scheduled maintenance plan subscription, including but not limited to project milestone payments, variation invoices, ad hoc service charges, and other amounts agreed between the parties. On Demand Debits require an active EziDebit authorisation and are subject to the two Business Day prior notice process set out in clause 6.10.
“Personal Information” has the meaning given in the Privacy Act 1988 (Cth).
“Platform” means the designated project management platform used by Spin Design (currently Teamwork.com, or such other platforms as Spin Design may notify the Client in writing from time to time).
“Privacy Act” means the Privacy Act 1988 (Cth) and the Australian Privacy Principles (“APPs”) contained therein.
“Quote/Proposal” means the written proposal delivered by Spin Design to the Client setting out the scope of Work and itemised Fee.
“Services” means all website design, development, hosting, domain management, digital strategy, SEO, AI enhanced services, maintenance, and ancillary consulting activities provided by Spin Design under this Agreement.
“Spin Design” means Spin Design Pty Ltd (ABN 95 094 058 698), a company incorporated in New South Wales, Australia.
“Stripe” means Stripe, Inc. financial technology company providing online payment processing and economic infrastructure for internet businesses.
“Third Party Materials” means any software, plugins, themes, stock imagery, fonts, libraries, or other materials owned by a third party and incorporated into the Deliverables.
“WCAG” means the Web Content Accessibility Guidelines published by the World Wide Web Consortium (W3C), as updated from time to time.
“Work” means the goods and/or services described in the Quote, including all Design Projects and Website Projects.
2. Formation of Agreement
These Terms become binding on both Spin Design and the Client upon the earliest of the following: (a) the Client signing or countersigning the Quote; (b) the Client paying the initial deposit; or (c) the Client providing written instruction (including by email) to Spin Design to commence Work. Each Quote, once accepted, forms a separate agreement governed by these Terms. In the event of any inconsistency between a Quote and these Terms, the terms of the Quote will prevail to the extent of that inconsistency.
3. Project Management and Communications
3.1 Designated Platform
Spin Design uses the Platform to centralise project communications, asset delivery, revision requests, and approvals. All project related instructions, content submissions, revision requests, and approvals submitted through the Platform are binding on both parties.
3.2 Email as a Binding Channel
Email correspondence between authorised representatives of both parties also constitutes a valid and binding channel for instructions, approvals, and agreements, provided that the relevant communication is clear, unambiguous, and sent from an email address previously nominated by each party for that purpose. Where an approval or instruction is given by email, it carries the same weight as one submitted through the Platform. Spin Design’s nominated project contact email address will be confirmed in the Quote or at project commencement.
3.3 Informal Channels
Communications received via SMS, WhatsApp, social media messaging, telephone (unless confirmed in writing within 24 hours), or other informal channels will be acknowledged by Spin Design where practicable, but will not constitute a formal instruction, revision request, or approval. Spin Design accepts no responsibility for delays, errors, rework costs, or budget overruns arising from instructions or assets submitted through informal channels.
3.4 Conflict Between Channels
Where a conflict exists between an instruction or approval submitted by email and one submitted through the Platform, the most recent dated communication will prevail unless the parties agree otherwise in writing.
3.5 Platform Data and Privacy
By engaging Spin Design, the Client consents to the use of the Platform and acknowledges that project data will be processed by the Platform provider in accordance with its published privacy policy. Spin Design will notify the Client in writing if the designated Platform changes. Spin Design will use reasonable endeavours to ensure that any replacement platform provides a comparable level of data security and functionality.
3.6 Client Representative
The Client must nominate a single authorised representative with authority to give approvals and instructions on behalf of the Client. The Client must notify Spin Design in writing of any change to its nominated representative. Spin Design is entitled to rely on instructions and approvals received from the most recently nominated representative.
4. Client Content Obligations
4.1 Supply of Content
The Client must supply all required Content to Spin Design prior to commencement of Work, or within the timeframe specified in the Quote. Content must be supplied in a format reasonably specified by Spin Design.
4.2 Content Warranties
The Client warrants that all Content supplied to Spin Design:
- is accurate, complete, and not misleading;
- does not infringe the intellectual property, privacy, moral rights, or other legal rights of any third party;
- is not defamatory, obscene, harassing, or unlawful;
- complies with all applicable laws and industry codes; and
- where WCAG 2.2 AA accessibility compliance is required, meets the relevant accessibility standards for text, image descriptions, document formatting, and media.
4.3 Consequences of Late or Non Compliant Content
If the Client fails to supply Content within the agreed timeframe, or supplies Content that does not meet the warranties in clause 4.2, Spin Design may:
- apply a project holding fee as set out in the Quote or at Spin Design’s then current rate;
- extend the project completion date by a period equivalent to the delay caused; or
- treat the failure as a Client caused variation and issue a variation quote for any additional work required.
4.4 Client Indemnity for Content
The Client indemnifies Spin Design and its personnel against all claims, losses, damages, costs (including reasonable legal costs), and expenses arising from or in connection with Content supplied by the Client that does not comply with the warranties in clause 4.2.
5. Revisions by Client
5.1 Included Revision Entitlement
The Client is entitled to the following revision rounds, included within the agreed Fee: up to five (5) Minor Revisions and up to one (1) Major Revision. Additional revision entitlements may be specified in the Quote.
5.2 How to Submit Revisions
Revision requests and approvals may be submitted through the Platform or by email from an authorised representative of the Client to the nominated Spin Design project contact. Both channels are recognised as valid and binding for the purposes of this clause. Communications received via SMS, WhatsApp, social media messaging, or other informal channels will be acknowledged where practicable but will not constitute a formal revision request or approval.
5.3 Revision Period
The revision entitlement applies from the date Spin Design presents the relevant draft or milestone to the Client for review, whether delivered through the Platform or notified by email. The revision entitlement for each milestone expires upon the Client providing written approval of that milestone through either of the channels described in clause 5.2. Where a conflict exists between a revision request or approval submitted by email and one submitted through the Platform, the most recent dated communication will prevail unless the parties agree otherwise in writing.
5.4 Post Approval Changes
Once the Client approves a milestone or the completed Work, no further revisions within the included entitlement are available for that milestone. Additional revisions requested after approval, or revisions that exceed the included entitlement, will be quoted and charged at Spin Design’s current hourly rate.
5.5 ACL Preservation
For the avoidance of doubt, this clause does not limit any right the Client may have under the Australian Consumer Law where Work fails to conform to an agreed specification.
6. Payment of the Fee
6.1 Standard Payment Schedule
Unless an alternative payment schedule is set out in the Quote, the following payment structure applies:
- fifty percent (50%) of the Fee is payable by the Client upon acceptance of the Quote and prior to commencement of Work;
- forty percent (40%) of the Fee is payable upon Spin Design presenting final mockup Deliverables to the Client for approval; and
- the remaining ten percent (10%) is payable within fourteen (14) Business Days of Spin Design notifying the Client that the Work is complete and ready for delivery.
6.2 GST
All amounts stated in the Quote are exclusive of GST unless expressly stated otherwise. GST will be added to each invoice at the prevailing rate and is payable by the Client in addition to the Fee.
6.3 Delivery on Full Payment
Within twenty four (24) hours of Spin Design receiving full and final payment of all outstanding amounts, Spin Design will deliver the agreed Deliverables to the Client.
6.4 Hourly and Casual Work Rates
Casual and out of scope work is charged at Spin Design’s current standard hourly rate (as published on the Spin Design website from time to time, currently $180.00 exGST per hour), with a minimum charge of thirty (30) minutes per task, and subsequent time charged in fifteen (15) minute increments.
6.5 Late Payment Interest
Invoices not paid within fourteen (14) Business Days of the due date will accrue interest at the rate of ten percent (10%) per annum, calculated daily from the due date until payment is received in full.
6.6 Suspension for Non Payment
Spin Design reserves the right to suspend delivery of completed Deliverables and the provision of ongoing Services where any invoice remains unpaid for more than fifteen (15) days after its due date. Suspension under this clause does not constitute a termination of the Agreement and does not affect Spin Design’s right to recover outstanding amounts.
6.7 Disputed Invoices
The Client must notify Spin Design in writing of any dispute regarding an invoice within seven (7) Business Days of receipt. Failure to notify within this period will be deemed acceptance of the invoice. Where an invoice is disputed in part, the undisputed portion remains due and payable by the original due date.
6.8 Credit Card Payment via Stripe
Credit card payments are processed via Stripe, a third party payment gateway. By selecting credit card as a payment method, the Client agrees to the following fee structure, which is charged by Stripe and passed on to the Client in full:
- Domestic Australian card transactions (Visa, Mastercard, and American Express): 1.70% + AU$0.30 per successful transaction.
- International card transactions (cards issued outside Australia): 3.50% + AU$0.30 per successful transaction.
These fees are inclusive of GST where applicable. Stripe’s current pricing is published at stripe.com/au/pricing and may be updated by Stripe from time to time. In the event that Stripe adjusts its fee structure, Spin Design will update this clause and provide the Client with reasonable notice of any change.
6.9 Stripe Refund Policy — Transaction Fees Are Non Refundable
The Client acknowledges and agrees that Stripe does not refund transaction processing fees in the event that a payment is subsequently refunded, whether in full or in part. This is a policy of Stripe as the payment processor and is outside the control of Spin Design. Specifically:
- When a refund is issued on a card transaction, Stripe retains the original processing fee (both the percentage component and the fixed AU$0.30 per transaction component) that was charged at the time of the original payment. These fees are not returned to Spin Design by Stripe.
- In addition, Stripe charges an additional fixed processing fee on the refund transaction itself. This means that every refund processed via Stripe results in a net cost to Spin Design, which the Client acknowledges as a consequence of selecting credit card as the payment method.
- Where Spin Design agrees to issue a refund to the Client in accordance with this Agreement or applicable law, the refund amount returned to the Client will be the original invoiced amount less the non refundable Stripe transaction fee(s) applicable to the original payment and the refund transaction. Spin Design will provide the Client with a written breakdown of any fee deductions applied to a refund upon request.
For the avoidance of doubt, this clause does not limit or exclude any right the Client may have to a refund under the Australian Consumer Law. Where a refund is required by law and the application of Stripe fees would result in the Client receiving less than the full statutory entitlement, Spin Design will absorb the non refundable Stripe fees necessary to make the Client whole. Clients who wish to avoid non refundable transaction fees are encouraged to pay by Electronic Funds Transfer (EFT), for which no processing fees apply.
6.10 EziDebit Direct Debit
For recurring and on demand payments, Spin Design offers automated payment processing via EziDebit, a licensed direct debit provider. EziDebit is available for two payment arrangements:
Scheduled Direct Debit — used for ongoing maintenance plan subscriptions, where the debit amount and frequency are fixed and agreed at the time the maintenance plan is accepted. Scheduled debits occur automatically on the agreed billing cycle without requiring further approval for each individual transaction.
On Demand Direct Debit — used for payments outside the maintenance plan subscription, including project milestones, ad hoc work, variation invoices, or other amounts as advised by the Spin Design Accounts team. On Demand debits are not automatic and require the following process:
The Spin Design Accounts team will contact the Client by email to advise of an upcoming On Demand debit, including the amount, the reason for the debit, and the proposed debit date. A notice will be issued no less than two (2) Business Days prior to the proposed debit date. If the Client does not respond to the two day notice with an objection or dispute in writing, the Spin Design Accounts team will proceed with processing the debit on the proposed date. The Client’s silence will be treated as confirmation that the debit amount is not disputed. Where the Client does raise a dispute within the two day notice period, the debit will be held pending resolution in accordance with the disputed invoices process in clause 6.7.
An On Demand direct debit arrangement must be approved by the Client in advance, following a recommendation and explanation from the Spin Design Accounts team. The Accounts team will contact the Client to explain the On Demand arrangement before it is activated. On Demand debits will not be processed without the Client first having an active EziDebit authorisation in place.
Both arrangement types are available via the two EziDebit direct debit methods:
Payments made by credit card via the Spin Design Payment Portal will incur a processing fee of 1.75% of the invoiced amount plus $0.30 per transaction. Payments made by Electronic Funds Transfer (EFT) to the Spin Design nominated bank account do not incur any additional fee. EFT details are provided on each invoice.
Upon acceptance of a Quote or maintenance plan, the Client will receive an email from the Spin Design Accounts team containing a secure link with instructions for completing the EziDebit direct debit authorisation. The direct debit arrangement will not commence until the Client has completed the authorisation process. The Client may update or cancel their direct debit authorisation at any time by providing written notice to Spin Design, subject to any applicable minimum notice period under the relevant maintenance plan or service agreement.
EziDebit Service Fees
The following EziDebit service fees are charged by EziDebit and are passed on to the Client in full. These fees apply to both Scheduled and On Demand debit arrangements and are charged in addition to the relevant invoice or subscription amount:
Direct Debit Bank Account Transaction Fee: AU$0.99 per transaction. Direct Debit Credit Card Transaction Fee: AU$0.38 per transaction. SMS Payment Reminder Notification: AU$0.28 per SMS where applicable. Visa, Mastercard, and American Express Service Fee: 1.99% of the transaction amount, applied to all direct debit credit card transactions. Failed Payment Fee: AU$9.90 per failed or dishonoured direct debit transaction.
All EziDebit fees are set by EziDebit and are subject to change. Spin Design will provide reasonable notice to the Client of any changes to EziDebit fees that affect the Client’s direct debit arrangement. The Client is responsible for ensuring that sufficient funds are available in the nominated account on each scheduled or on demand debit date. Spin Design accepts no liability for costs, service disruption, or failed payment fees arising from insufficient funds or an incorrect account nomination provided by the Client.
6.11 Electronic Funds Transfer (EFT)
Payments made by Electronic Funds Transfer (EFT) directly to the Spin Design nominated bank account do not incur any additional processing fees and are the recommended payment method for Clients wishing to avoid third party transaction costs. EFT payment details are provided on each invoice. Clients paying by EFT should include the invoice number as the payment reference to facilitate prompt allocation.
6.12 Price Adjustments
Spin Design reserves the right to modify the pricing structure for its Services at any time, including adjustments to hourly rates, fixed fee charges, recurring subscription fees, and third party pass-through costs. Price adjustments may be necessitated by changes in operational costs, fluctuating market conditions, modifications to service offerings, changes to third party provider pricing, or regulatory requirements. Any change to existing pricing will be communicated to the Client or Customer with a minimum of thirty (30) days prior written notice by email to the registered contact address. The notice will clearly identify the specific changes, the effective date, and the impact on the current service agreement. Continued use of Spin Design’s Services after the effective date of a price adjustment constitutes acceptance of the revised pricing. Where the Client or Customer does not agree with a price adjustment, they may cancel or terminate the relevant Service prior to the effective date in accordance with the cancellation provisions of this Agreement.
7. Intellectual Property
7.1 Assignment of Bespoke IP
Upon receipt of full and final payment of all amounts owing under this Agreement, Spin Design assigns to the Client all copyright in bespoke Deliverables created specifically for the Client under this Agreement, to the extent that such copyright is capable of assignment under the Copyright Act 1968 (Cth).
7.2 Retained IP — Licence Only
The following are expressly excluded from the assignment in clause 7.1 and are licenced (not assigned) to the Client on a perpetual, non exclusive, royalty free basis for the purpose of using the Deliverables:
- Spin Design’s pre existing proprietary frameworks, tools, methodologies, and code libraries;
- Third Party Materials incorporated into the Deliverables, which are subject to the terms of the relevant third party licence; and
- AI Generated Content incorporated into the Deliverables.
7.3 AI Generated Content — Special Provisions
AI Generated Content is provided on an as is basis. Spin Design makes no warranty as to the originality, copyrightability, or freedom from third party IP claims of any AI Generated Content. The Client accepts sole responsibility for any IP risk arising from its use of AI Generated Content following delivery. Where requested by the Client, Spin Design will identify which elements of the Deliverables incorporate AI Generated Content.
7.4 Third Party Licence Compliance
Where Deliverables incorporate Third Party Materials, the Client must comply with the applicable third party licence terms. Spin Design will, upon request, provide the Client with details of any Third Party Material licence obligations applicable to the Deliverables.
7.5 Moral Rights
Spin Design retains moral rights in all Work as provided under Part IX of the Copyright Act 1968 (Cth), including the right of attribution and the right of integrity. The Client must not, without the prior written consent of Spin Design, falsely attribute the Work to another person or modify the Work in a manner that is prejudicial to Spin Design’s honour or reputation.
7.6 Portfolio and Marketing Rights
Spin Design retains an irrevocable, royalty free licence to display completed Deliverables in its portfolio, website, social media, case studies, and marketing materials for the purpose of promoting its services. The Client may request exclusion from Spin Design’s public portfolio by providing written notice within thirty (30) days of project completion. Spin Design may identify the Client as a customer in its general marketing materials. The Client may withdraw consent to being named at any time by written notice, effective within thirty (30) days of receipt by Spin Design.
7.7 Client Warranties Regarding Content IP
The Client warrants that it owns or has obtained all necessary licences and permissions for all Content supplied to Spin Design, and that Spin Design’s use of that Content to produce the Deliverables will not infringe any third party IP rights. The Client indemnifies Spin Design against all claims arising from a breach of this warranty.
8. Artificial Intelligence Tools and Governance
8.1 Use of AI Tools
Spin Design may use AI Tools in the course of designing and developing Deliverables. This may include the use of AI Tools for tasks such as code generation, image creation, copywriting assistance, layout suggestions, portrait enhancement, and quality review. The use of AI Tools does not reduce Spin Design’s obligation to deliver the Services to an agreed professional standard. All Deliverables that incorporate AI Generated Content are reviewed by qualified human personnel before delivery.
8.2 Client Disclosure and Consent
By accepting a Quote, the Client acknowledges and consents to the potential use of AI Tools in the delivery of the Services. Where the Client requires that AI Tools not be used for a specific element of the Work, the Client must notify Spin Design in writing prior to commencement of that element. Spin Design will use reasonable endeavours to accommodate such a request, which may affect the timeline and Fee.
8.3 Data Inputs and AI Platforms
AI Tools may process Client supplied content, project briefs, and creative assets as inputs. Spin Design will take reasonable steps to select AI platforms that do not use Client data to train third party models, but cannot guarantee this in respect of all third party AI providers, whose terms govern their own data use. The Client must not supply any sensitive Personal Information, health information, or financial account data as an input to Spin Design for processing through AI Tools without prior written agreement.
8.4 AI Portrait and Image Enhancement Services
Where the Client engages Spin Design for AI enhanced portrait or image services, the Client warrants that:
- it has obtained the consent of each individual whose likeness is contained in images submitted for AI enhancement;
- the submission and processing of such images complies with the Privacy Act 1988 (Cth) and any applicable state or territory privacy legislation; and
- the images do not depict any individual under the age of eighteen (18) years without verified parental or guardian consent in writing.
Spin Design will process facial image data solely for the purpose of delivering the agreed enhancement service and will not retain source images beyond sixty (60) days following delivery, unless the Client has entered into a separate data storage arrangement.
8.5 AI Content Ownership
Notwithstanding clause 7.1, ownership of AI Generated Content cannot be guaranteed by Spin Design. Under the Copyright Act 1968 (Cth) as currently interpreted, copyright may not subsist in works generated solely by AI. The Client acknowledges this legal uncertainty and accepts sole responsibility for any IP risk arising from the use of AI Generated Content in the Deliverables.
8.6 Responsible AI Use
Spin Design is committed to the responsible and ethical use of AI Tools. Spin Design will not use AI Tools to produce content that is discriminatory, deceptive, defamatory, or in breach of any applicable law. Where AI output is used in a client facing Deliverable, Spin Design will apply human review to ensure the output meets the agreed brief and quality standard.
9. Third Party Involvement
9.1 Restriction During Project
During the active project period, the Client must not engage any third party to perform work on the same project scope without the prior written consent of Spin Design. This restriction does not apply to the Client’s engagement of legal, financial, accessibility, or other professional advisers, or to any work outside the agreed project scope.
9.2 Permitted Third Parties
Where Spin Design grants consent to a Client engaged third party, the Client will ensure that the third party coordinates directly with Spin Design and that all work is compatible with the project specifications. The Client accepts responsibility for the work, outputs, and conduct of any permitted third party and will indemnify Spin Design against reasonable costs arising from errors, incompatibilities, security vulnerabilities, or delays caused by that third party’s involvement.
9.3 Third Party APIs and Integrations
Where Deliverables integrate third party services, platforms, or application programming interfaces (such as payment gateways, mapping services, social media platforms, or software as a service tools), the Client acknowledges that:
- the availability, performance, and terms of those third party services are outside Spin Design’s control;
- Spin Design is not liable for any loss, disruption, or damage arising from the failure, modification, or discontinuation of any third party service; and
- the Client is responsible for ensuring ongoing compliance with the terms and conditions of any third party service integrated into the Deliverables.
10. Order of Work
Unless otherwise agreed in writing, the standard project workflow is as follows:
- Client commissions Spin Design and executes the Agreement by signing or accepting the Quote.
- Spin Design issues the Quote and project brief.
- Client pays the initial deposit of fifty percent (50%) of the Fee.
- Spin Design commences Work upon receipt of the initial deposit and all required Content.
- Spin Design completes Work to draft stage and presents to Client via the Platform or email for review.
- Client provides feedback and revision requests through the Platform or by email.
- Spin Design issues the interim progress invoice for forty percent (40%) of the Fee.
- Client pays the progress invoice.
- Spin Design completes the Work and notifies the Client by email or through the Platform.
- Spin Design issues the final invoice for the remaining ten percent (10%) of the Fee.
- Client pays the final invoice within fourteen (14) Business Days.
- Spin Design delivers the completed Deliverables within twenty four (24) hours of receipt of full payment.
11. Accessibility Compliance
11.1 Standard Commitment
Unless otherwise specified in the Quote, Spin Design will use reasonable endeavours to design and develop Deliverables in accordance with WCAG 2.2 at Level AA, as published by the W3C. Accessibility conformance applies to the Deliverables as built and delivered by Spin Design.
11.2 Limitations on Warranty
Spin Design does not warrant ongoing WCAG conformance following:
- the Client’s independent modification of the Deliverables after handover;
- the addition of user generated content or third party embedded content; or
- changes to the WCAG standard published after the project completion date.
11.3 Enhanced Accessibility Requirements
Where accessibility requirements beyond WCAG 2.2 AA are required, including requirements applicable to Australian Government clients, NDIS registered providers, or other regulated sector clients, these must be specified in writing in the Quote and may attract additional fees.
11.4 NDIS Clients
Where the Client is an NDIS registered provider or operates within the disability services sector, Spin Design will take reasonable additional care to ensure that Deliverables meet sector specific accessibility expectations. Spin Design recommends that all NDIS sector clients conduct an independent accessibility audit prior to public launch.
11.5 Independent Audit Recommendation
Spin Design recommends that all Clients conduct an independent WCAG accessibility audit prior to the public launch of any digital product, regardless of project scope.
12. Data Privacy and Protection
12.1 Compliance with Privacy Act
Spin Design is bound by the Australian Privacy Principles (APPs) under the Privacy Act 1988 (Cth). Spin Design collects, uses, holds, and discloses Personal Information only to the extent necessary to deliver the Services and operate its business. Spin Design’s full Privacy Policy is published at www.spindesign.com.au/privacy-policy and is incorporated into this Agreement by reference.
12.2 Client Data Handling
In the course of delivering the Services, Spin Design may receive or have access to Personal Information belonging to the Client or the Client’s customers. Spin Design will:
- only use such Personal Information for the purposes of delivering the Services;
- not disclose such Personal Information to any third party except as required to deliver the Services or as required by law;
- implement reasonable technical and organisational measures to protect Personal Information from unauthorised access, loss, or disclosure; and
- notify the Client promptly upon becoming aware of any actual or suspected unauthorised access to Personal Information held in connection with this Agreement.
12.3 Notifiable Data Breaches
In the event that Spin Design becomes aware of a data breach affecting Personal Information held in connection with this Agreement, Spin Design will assess the breach and, where required, notify the affected individuals and the Office of the Australian Information Commissioner (OAIC) in accordance with the Notifiable Data Breaches scheme under Part IIIC of the Privacy Act 1988 (Cth). Spin Design will notify the Client of any such breach as soon as practicable.
12.4 Data Sovereignty
Spin Design hosts Client websites on Australian based servers located in Tier III or Tier IV data centres. Project management data, communications, and payment processing may be handled by third party platforms whose servers are located outside Australia, including in the United States and European Union. Spin Design takes reasonable steps to ensure that such transfers are subject to appropriate contractual protections. Clients in regulated sectors (including health, finance, and government) who have specific data residency requirements must notify Spin Design in writing prior to commencement of Work.
12.5 Retention and Destruction
Spin Design retains Personal Information and project data for as long as is necessary to deliver the Services and meet its legal obligations. Financial records are retained for a minimum of seven (7) years in accordance with the Corporations Act 2001 (Cth) and taxation legislation. Upon written request following project completion, Spin Design will securely delete or return Client data within thirty (30) Business Days, subject to any overriding legal retention obligation.
13. Cybersecurity Responsibilities
13.1 Spin Design Obligations During Development
Spin Design will apply reasonable industry standard security practices during the development of Deliverables, including the use of reputable and actively maintained software components, secure coding practices, and encrypted data transmission where applicable. Spin Design’s security obligations apply to the period of active development only.
13.2 Client Obligations Post Handover
Following project handover, the Client assumes full responsibility for the ongoing security posture of the Deliverables, including:
- applying software, plugin, content management system, and platform updates in a timely manner;
- maintaining strong access credentials and implementing multi factor authentication where available;
- engaging qualified professionals for periodic security assessments;
- maintaining appropriate cyber liability insurance; and
- following any security recommendations provided by Spin Design at the time of handover.
13.3 Security Incidents
The Client must notify Spin Design promptly upon becoming aware of any security incident, breach, or suspected compromise affecting the Deliverables. Where the Client engages Spin Design to assist with a security incident response after the project handover period, such work will be charged at Spin Design’s current hourly rate.
13.4 Hosting Account Security
Spin Design may suspend or terminate a hosting account under the following circumstances, subject to the notice provisions below:
- non payment: accounts overdue by thirty (30) or more days may be suspended after Spin Design provides seven (7) Business Days written notice by email;
- breach of Acceptable Use Policy: accounts may be suspended after forty eight (48) hours written notice identifying the breach and inviting the Client to remedy it;
- suspected fraudulent or illegal activity: accounts may be suspended immediately and without notice where Spin Design has reasonable grounds to believe illegal activity is occurring; and
- repeated security incidents: accounts that experience three (3) or more verified security incidents within any three (3) month period may be suspended pending a mandatory security review.
Prior to permanent deletion of a hosting account, Spin Design will provide the Client with fourteen (14) Business Days written notice and a reasonable opportunity to export or retrieve its data. Following deletion, data will be retained for thirty (30) days before being securely destroyed. Suspended accounts may be reinstated upon resolution of the relevant issue and payment of any outstanding amounts plus a reinstatement fee (currently $200.00 exGST, subject to review with reasonable notice).
14. Confidentiality
14.1 Mutual Confidentiality Obligations
Each party (“Receiving Party”) agrees to hold in strict confidence all Confidential Information received from the other party (“Disclosing Party”) and to use such Confidential Information only for the purpose of performing its obligations or exercising its rights under this Agreement.
14.2 Standard of Care
Each Receiving Party must protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in any event no less than a reasonable standard of care.
14.3 Permitted Disclosures
A Receiving Party may disclose Confidential Information:
- to its employees, contractors, and subcontractors who need to know the information for the purpose of this Agreement and who are bound by equivalent confidentiality obligations; or
- as required by law, court order, or regulatory authority, provided that the Receiving Party gives the Disclosing Party as much prior written notice as is practicable.
14.4 Exclusions
Confidentiality obligations do not apply to information that:
- is or becomes publicly available other than through a breach of this Agreement;
- was lawfully known to the Receiving Party before disclosure by the Disclosing Party; or
- is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
14.5 Survival
Confidentiality obligations under this clause survive termination or expiry of this Agreement for a period of three (3) years.
15. Limitation of Liability
15.1 Cap on Liability
To the maximum extent permitted by law, including the ACL, Spin Design’s total aggregate liability to the Client for any claim or series of related claims arising out of or in connection with this Agreement (whether in contract, tort, negligence, statute, or otherwise) is limited to the total Fees paid by the Client to Spin Design in the three (3) months immediately preceding the event giving rise to the claim.
15.2 Exclusion of Consequential Loss
To the maximum extent permitted by law, Spin Design is not liable for any indirect, consequential, incidental, special, or punitive loss or damage, including but not limited to:
- loss of revenue, profit, or anticipated savings;
- loss of business opportunity or goodwill;
- loss of or corruption of data;
- business interruption; or
- reputational harm,
even if Spin Design has been advised of the possibility of such loss or damage.
15.3 Specific Exclusions
Without limiting clauses 15.1 and 15.2, Spin Design expressly excludes liability for:
- failure, interruption, degradation, or modification of any third party services, platforms, APIs, payment gateways, hosting providers, or software as a service tools integrated into Deliverables;
- errors, inaccuracies, or IP issues arising from AI Generated Content, where the Client has been informed of AI involvement in accordance with clause 8;
- security incidents attributable to vulnerabilities in third party software, plugins, themes, or hosting infrastructure outside Spin Design’s direct control;
- any loss arising from the Client’s failure to maintain software updates, backups, or security protocols following project handover; and
- any loss arising from Content supplied by the Client that breaches the warranties in clause 4.2.
15.4 ACL Non Exclusion
Nothing in this clause excludes, restricts, or modifies:
- any liability for death or personal injury caused by Spin Design’s negligence;
- any liability for fraudulent misrepresentation; or
- any consumer guarantee or other right under the ACL that cannot be lawfully excluded or limited.
Where the ACL applies and the relevant supply is not ordinarily acquired for personal, domestic, or household use, Spin Design’s liability is limited, at Spin Design’s election, to resupply of the Services or the cost of having the Services supplied again.
16. Indemnity
The Client indemnifies Spin Design and its directors, employees, contractors, and agents against all claims, losses, damages, liabilities, and reasonable costs (including legal costs on a solicitor and own client basis) arising from or in connection with:
- any breach by the Client of this Agreement, including any breach of the Content warranties in clause 4.2 or the AI portrait warranties in clause 8.4;
- the Client’s use or misuse of the Deliverables after project handover;
- the Client’s failure to maintain the security of the Deliverables following handover in accordance with clause 13.2;
- the acts or omissions of any third party engaged by the Client in connection with the Work; and
- any claim by a third party arising from Content supplied by the Client.
17. Variation Management (Change Control)
17.1 Requesting Variations
Either party may request a variation to the agreed scope of Work by submitting a written variation request through the Platform or by email. A variation request must describe the proposed change, the reason for the change, and (where possible) the anticipated impact on the timeline and Fee.
17.2 Variation Quotes
Upon receiving a variation request, Spin Design will assess the request and provide the Client with a written variation quote setting out the additional Fee (if any), the revised timeline, and any other relevant terms. No variation work will commence until the Client has approved the variation quote in writing, whether through the Platform or by email from the Client’s nominated representative.
17.3 Scope Creep
Where the Client requests work or outcomes that are outside the scope described in the Quote during the course of a project, Spin Design will notify the Client that a variation is required. Spin Design is not obliged to undertake out of scope work without an approved variation quote. Verbal or informal requests for out of scope work that have not been confirmed through a variation quote are not binding on Spin Design.
18. Hosting, Domains, and Third Party Accounts
18.1 Account Ownership
Unless otherwise agreed in writing in the Quote, all hosting accounts, domain registrations, and third party platform accounts (including CMS accounts, email platforms, and analytics accounts) established by Spin Design on behalf of the Client remain the property of the Client. Spin Design will use reasonable endeavours to ensure that all such accounts are registered in the Client’s name or transferred to the Client upon project completion.
18.2 Renewal Responsibility
Where hosting, domain, or third party service renewals are managed by Spin Design on behalf of the Client, Spin Design will provide reasonable advance notice of upcoming renewal dates. The Client is responsible for ensuring that sufficient funds are available to meet all renewal costs, including but not limited to domain name registrations, hosting plan renewals, premium WordPress plugin licences, Shopify App subscriptions, and any other third party software or service licences incorporated into the Deliverables.
The Client acknowledges that WordPress plugins and Shopify Apps are subject to their own independent licence and subscription terms set by their respective developers. Where a premium plugin or app licence lapses due to non renewal, the relevant functionality, security updates, and developer support for that plugin or app may cease. Spin Design accepts no liability for any loss of functionality, security vulnerability, data loss, or disruption to the Client’s website or online store arising from the expiry or non renewal of any WordPress plugin licence or Shopify App subscription.
Spin Design accepts no liability for the expiry, suspension, or loss of any domain, hosting service, third party account, plugin licence, or app subscription arising from the Client’s failure to authorise or fund a renewal in a timely manner. Where Spin Design manages renewals on the Client’s behalf and the Client has not provided authorisation or funding within seven (7) Business Days of Spin Design’s written renewal notice, Spin Design may allow the relevant service or licence to lapse without further obligation.
18.3 Post Termination Account Transfer
Upon termination of this Agreement or upon the Client’s request, and subject to all outstanding Fees being paid, Spin Design will cooperate in good faith to transfer access to all Client owned accounts and Deliverables to the Client or a nominated third party within ten (10) Business Days.
18.4 Hosting Services
Where Spin Design provides hosting services, such services are governed by Spin Design’s Website Hosting Terms and Conditions, available at www.spindesign.com.au/website-hosting-terms-conditions, which are incorporated into this Agreement by reference.
19. Cancellation and Termination
19.1 Termination for Convenience
Either party may terminate this Agreement for convenience by providing thirty (30) Business Days written notice to the other party, delivered by email to the nominated contact address.
19.2 Immediate Termination by Spin Design
Spin Design may terminate this Agreement immediately and without notice where:
- the Client fails to pay any undisputed invoice within thirty (30) days of its due date;
- the Client becomes insolvent, enters voluntary administration, has a receiver or liquidator appointed, or passes a resolution for winding up;
- the Client engages in conduct that is unlawful, abusive, threatening, or discriminatory toward Spin Design personnel; or
- the Client materially breaches this Agreement and fails to remedy that breach within fourteen (14) Business Days of receiving written notice from Spin Design identifying the breach.
19.3 Consequences of Termination
Upon termination for any reason:
- the Client must pay for all Services rendered and all costs and expenses reasonably incurred by Spin Design up to the date of termination;
- the initial deposit is non refundable unless Spin Design terminates without cause, in which case a pro rata refund will be assessed against work completed and costs incurred;
- each party must promptly return or securely destroy the other party’s Confidential Information and materials;
- Spin Design will, upon receipt of all outstanding payments, provide the Client with all completed Deliverables in their then current form; and
- the Client indemnifies Spin Design for reasonable legal costs incurred in recovering outstanding Fees, provided that Spin Design has first issued a written demand and allowed fourteen (14) Business Days for a response.
19.4 Survival
The following clauses survive termination or expiry of this Agreement: clause 7 (Intellectual Property), clause 8.3 (AI data), clause 12 (Data Privacy), clause 14 (Confidentiality), clause 15 (Limitation of Liability), clause 16 (Indemnity), clause 20 (Dispute Resolution), and clause 21 (Governing Law).
20. Force Majeure
Neither party will be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by an event or circumstance beyond that party’s reasonable control, including but not limited to natural disasters, acts of government, war, civil unrest, pandemic or epidemic, widespread internet or infrastructure outages, cyberattacks on third party platforms, or legislative changes that materially affect the provision of digital services (“Force Majeure Event”). The affected party must:
- notify the other party in writing as soon as practicable after becoming aware of the Force Majeure Event;
- use reasonable endeavours to minimise the impact of the Force Majeure Event and to resume performance as soon as possible; and
- keep the other party informed of progress and anticipated resolution.
If a Force Majeure Event continues for more than sixty (60) consecutive Business Days, either party may terminate this Agreement by giving fourteen (14) Business Days written notice, without liability to the other party, except that the Client must pay for all Services rendered and costs incurred prior to termination.
21. Dispute Resolution
21.1 Mandatory Process
The parties agree to the following process before commencing any legal proceedings, except where a party is seeking urgent interlocutory or injunctive relief:
- the disputing party must provide written notice of the dispute to the other party’s nominated contact (by email or through the Platform), setting out the nature, details, and proposed resolution of the dispute;
- senior representatives of each party must meet in good faith within ten (10) Business Days of the notice, whether in person, by video conference, or by telephone, to attempt to resolve the dispute; and
- if the dispute is not resolved within twenty (20) Business Days of the notice, either party may refer the dispute to mediation administered by the Resolution Institute or a similarly accredited body. The costs of mediation will be shared equally between the parties.
21.2 Continuing Obligations
The parties must continue to perform their respective obligations under this Agreement during the dispute resolution process, unless the Agreement has been terminated.
21.3 Urgent Relief
Nothing in this clause prevents either party from seeking urgent interlocutory, injunctive, or other urgent equitable relief from a court of competent jurisdiction.
22. Governing Law and Jurisdiction
This Agreement is governed by the laws of the State of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia for the resolution of any dispute arising out of or in connection with this Agreement that is not resolved through the dispute resolution process in clause 21.
23. Amendments to These Terms
Spin Design may amend these Terms from time to time to reflect changes in law, business practice, regulatory requirements, or service offerings. Spin Design will provide at least thirty (30) Business Days written notice of any material amendment to Clients with active projects or ongoing service agreements, by email to the address on file. Amendments will be published on the Spin Design website with the effective date and version number clearly displayed. Clients who do not agree to an amendment may terminate their ongoing Services in accordance with clause 19.1. Continued use of Spin Design’s Services after the effective date of any amendment constitutes acceptance of the amended Terms.
24. General Provisions
24.1 Entire Agreement
This Agreement constitutes the entire agreement between Spin Design and the Client with respect to the subject matter and supersedes all prior representations, negotiations, understandings, and agreements, whether written or oral. No representation, warranty, or undertaking not expressly set out in this Agreement or the Quote is binding on either party.
24.2 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, or severed if modification is not possible. The validity and enforceability of the remaining provisions will not be affected.
24.3 Waiver
A failure or delay by either party to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy. A waiver of any right or remedy is only effective if given in writing and does not constitute a waiver of any subsequent breach or default.
24.4 Assignment
The Client must not assign, transfer, or novate its rights or obligations under this Agreement without the prior written consent of Spin Design. Spin Design may assign its rights and obligations under this Agreement to a related entity or in connection with a sale of its business upon written notice to the Client.
24.5 Relationship of Parties
Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Each party acts as an independent contractor.
24.6 Notices
Notices under this Agreement must be in writing and may be delivered by email to the nominated contact address of the receiving party, or by post to the party’s registered address. A notice sent by email is deemed received on the next Business Day after transmission, unless the sender receives an automated non delivery notification. A notice sent by post is deemed received three (3) Business Days after posting.
24.7 No Reliance on Representations
The Client acknowledges that it has not relied on any representation, warranty, or statement made by or on behalf of Spin Design that is not set out in this Agreement or the Quote in deciding to enter into this Agreement.
24.8 Counterparts and Electronic Execution
This Agreement may be executed in counterparts. An electronic signature, digitally authenticated acceptance through the Platform, or an email confirmation from an authorised representative constitutes a valid and binding execution of this Agreement.
Acceptable Use Policy
as of 1st July 2020
1. Definitions
a. Spin Design – means Spin Design Pty Ltd (ACN 95 094 058 698), the party agreeing to undertake the Work.
b. Client – means the party named in the Quote, being the party commissioning Spin Design to undertake the Work.
c. Quote – means the Proposal to undertake the Work delivered by Spin Design to Client and setting out the related scope of works and itemised costing.
d. Fee – means the total of all monetary charges and reimbursements charged by Spin Design to Client for completely undertaking the Work.
e. Day – means a business day and Days means successive business days.
f. Work – means the goods and/or services set out in the Quote and falls into two categories:
1. Design Project – which refers to standard graphic design and print projects; and
2. Website Project – which refers to the design, creation and/or commissioning of websites, either in whole or in part.
g. Content – means any static text and images to be included in a Website Project or any text, copy and/or images to be used in a Design Project.
h. Revisions – means any changes or alterations to the Work requested by Client and falls into two categories:
1. Minor Revisions – which includes changes to text (such as font styles, text colour
, and website navigation titles); colour changes of layout elements; and repositioning of elements in the design/layout.
2. Major Revisions – which includes changing the entire colour scheme of the site or design; moving modifying the entire layout of content; changing the way website navigation functions; and, altering content layout to the extent that a website database needs to be altered.
i. Intellectual Property – referred to herein as IP and includes without limitation all existing intangible rights and property belonging to or which is created by Spin Design whilst undertaking the Work, including Photoshop Layered PSDs, Flash FLAs, Illustrator A1s, website templates, custom coding, and 3-D source files – which shall be and remain the property of Spin Design unless Client enters into a further agreement with Spin Design to purchase selected IP.
2. Project Management
At Spin Design, we employ the monday.com project management platform for the comprehensive organization and execution of all our projects and tasks. This streamlined approach enables us to centralize information and resources for each project, ensuring optimal efficiency and communication.
Please note: If you opt not to utilise the provided monday.com platform and instead opt for alternative communication methods such as email, WhatsApp, SMS, etc., we cannot guarantee the timely completion or budget adherence of your project. This is due to potential communication challenges, misplaced assets, or unclear instructions that may arise without the use of our preferred management system.
3. Client to provide Content
a. Client must provide all Content to Spin Design prior to commencement of the Work.
b. Any Website Project with a database backend and/or content management system can have dynamic content inserted at a later stage by Client.
4. Revisions by Client
a. Client may request up to 5 Minor Revisions and up to 1 Major Revision, prior to the Quote being approved.
b. After Client approves the Work, no further Revisions may be made.
c. Revisions required by Client after the Work has commenced will incur additional charges, for which Spin Design will prepare an additional Quote requiring approval by Client.
d. Any additional Revisions required by Client must be received by Spin Design within 3 Days of commencement of the Work or, otherwise, Spin Design shall be allowed to proportionally extend the completion date for the Work.
5. Involvement of Third Parties
a. Client shall not utilise the services of any Third Party on or in relation to the Work without the written permission of Spin Design.
b. Where Spin Design provides such permission, Client shall indemnify and keep Spin Design indemnified in respect of all damage or costs of any nature whatsoever arising from or in relation to actions taken by, or in following advice received from, such Third Party.
6. Payment of the Fee
a. Upon acceptance of the Quote and prior to Work commencing, Client shall pay to Spin Design 50% of the Fee.
b. Spin Design shall present to Client final draft forms of the Work (final layouts for Design Projects and mockups for Website Projects) prior to proceeding to complete the Work. If Client approves these final drafts, it shall pay to Spin Design a further 40% of the Fee prior to Spin Design proceeding to complete the Work.
c. Upon Spin Design giving notice to Client that the Work is complete, Client shall within 14 Days pay to Spin Design the final outstanding 10% of the Fee.
d. Within 24 hours of Spin Design receiving full and final payment for the Work, it shall deliver to Client the agreed product of the Work.
e. Spin Design charges $140 exGST per hour with a minimum charge of 30 minutes or any task and then further time is charged out in 15 min increments for any casual work.
7. Rights of the Parties to use the Work
a. Once it has fully paid the Fee, Client has an unfettered right to use the product of the Work, being the subject of this agreement.
b. Unless Client has entered into a further agreement with Spin Design, as contemplated in Clause 1 (i) hereof, Client shall not have any rights whatsoever in relation to website codes or designs owned, created or utilised by Spin Design in undertaking the Work.
c. In any case, Spin Design shall retain a right to utilise in its marketing efforts any product of the Work and shall retain any and all attribution (moral) rights to all IP and product of the Work created or utilised in the pursuit of this agreement.
d. Client hereby irrevocably grants Spin Design permission to name Client as one of its customers in any of Spin Design’s marketing efforts.
8. Cancellation by Client
a. Client shall not unreasonably withhold acceptance of or payment for the Work.
b. If, prior to completion of the Work, Client observes any non-conformance with the agreed performance of the Work, it shall immediately notify Spin Design of the problem and allow Spin Design to make any necessary corrections.
c. If thereafter Client cancels the Work, in the absence of provable gross negligence on the part of Spin Design, Client shall pay all outstanding monies owing to Spin Design or which would have been outstanding at and up to the time of cancellation by Client.
d. Forthwith upon cancellation, Client shall return all items in its possession relating to the Work and shall ensure that it keeps no copies thereof.
e. Client hereby indemnifies Spin Design for all costs, expenses and reasonable legal fees associated with any action brought by Spin Design against Client in relation to the recovery of any outstanding part of the Fee unpaid by Client.
9. Order of Work
a. Client commissions Spin Design to undertake the Work.
b. Spin Design generates the Quote.
c. Client signs the General Terms of Service and pays 50% of the Fee.
d. Spin Design commences Work upon receipt of an initial payment and all Content.
e. Spin Design completes Work to draft stage and delivers to Client for approval or final Revision.
f. Spin Design issues interim invoice (Progress Payment) to Client for 40% of the Fee.
g. Spin Design completes the Work and issues invoice to Client for the final 10% of the Fee.
h. Client makes payment to Spin Design for final invoice.
i. Spin Design delivers the product of the Work to Client.
10. Credit Card Payment Fees
All credit card payments paid via the Spin Design Payment Portal will incur the following fees
- 1.75% of the invoiced amount.
- Plus a transaction fee of 30 cents.
11. Changes
10.1. Spin Design may amend our Acceptable Use Policy at any time. Changes to this agreement will become effective upon their publication to our website.
10.2. Continued use of the Service(s) constitutes acceptance of the amended terms. If you do not wish to accept the amended terms, you may request cancellation of your Services) in-line with our cancellation policy found within our Terms of Service.
If you have any questions about this agreement please contact our Customer Care team via email at info@spindesign.com.au
12. Suspension or Deletion of your Hosting Account
We may suspend or delete your hosting account under the following circumstances:
12.1 Non-payment. If your account balance is overdue for at least two months (60 days), we may suspend or delete your account without notice.
12.2 Unsatisfactory use. If we determine that your account is being used in a way that is unsatisfactory or inconsistent with our terms and conditions, we may suspend or delete your account. This could include, for example, using your account to host illegal content or to send spam.
12.3 Fraudulent activity. If we believe that your account is being used for fraudulent purposes, we may suspend or delete your account without notice.
12.4 Hacking. If we believe that your account has been hacked, we may suspend your account until you take steps to secure it. If you do not take steps to secure your account within a reasonable period of time, we may delete your account.
12.5 Multiple hacking incidents. If your account has been hacked three times in a three-month period, we may delete your account without notice.
If your account is deleted, it can be restored by paying all overdue amounts plus a $200 exGST restoration fee.
We will always act fairly and reasonably when we suspend or delete an account. If you have any questions about why your account has been suspended or deleted, please contact us.