Terms of Conditions

These Terms form a binding agreement between you (“you” or the “Client”) and NexDesign. Where we provide you a separate proposal, quote or statement of work, that document together with these Terms governs the engagement. These Terms are governed by the laws of Victoria, Australia.

You must be at least 18 years old and have the legal capacity to enter into a contract. If you engage us on behalf of a business or other entity, you confirm you have authority to bind that entity to these Terms.

NexDesign provides creative and technical services, which may include brand and graphic design, web design and development, mobile app development, AI development, software and product engineering, social media and digital marketing, and ongoing hosting, maintenance and support. We may improve, modify or discontinue aspects of our Services, and will give reasonable notice where a change materially affects an active engagement.

Project work is defined in a proposal, quote or statement of work describing the scope, deliverables, timeline and fees. Work outside the agreed scope (“variations”) may incur additional fees and timelines, which we will confirm with you before proceeding. Estimates are based on the information available at the time and may change if the scope or requirements change.

Design, website, application and software development engagements are governed by a separate written agreement — such as a proposal, statement of work, service agreement or development contract (each a “Project Agreement”). By instructing us to proceed, accepting a Project Agreement, paying a deposit, or otherwise confirming an engagement (including by electronic acceptance), you agree to be bound by that Project Agreement together with these Terms. Where there is any inconsistency between a Project Agreement and these Terms, the Project Agreement prevails to the extent of the inconsistency for that engagement. Some engagements and deliverables may also be subject to third-party or product licences, which you agree to comply with.

Some Services are offered as subscription plans billed monthly or yearly in Australian dollars (AUD), inclusive of GST where applicable. Subscriptions renew automatically for successive periods until cancelled. To change or cancel a subscription, please contact us at hello@nexdesign.agency; changes take effect from the next billing period unless we agree otherwise. We may change plan pricing or features on reasonable notice, which will apply from your next renewal.

Fees are set out in your proposal, quote or chosen plan. Unless stated otherwise, invoices are payable by the due date shown. Card and subscription payments are processed securely by our payment provider (Stripe). We may pause or suspend work or Services where fees are overdue. You are responsible for any applicable taxes, and for bank or payment-processor fees where relevant.

Our pricing reflects the scope, nature, complexity and volume of the work involved. We reserve the right to review and revise our pricing — including project fees, quoted amounts, rates and plan prices — based on the work involved or otherwise at our discretion. Revised pricing may apply to new work, fresh quotes and variations with or without notice, and any additional, changed or out-of-scope work is charged at our then-current rates. Price changes to existing subscriptions take effect from your next renewal (see clause 5). Nothing in this clause limits any rights you may have under the Australian Consumer Law that cannot be lawfully excluded.

Deposits and fees for work already performed are non-refundable, except where a refund is required under the Australian Consumer Law or expressly agreed in writing. Cancelling a subscription stops future renewals; fees already paid for the current period are not refunded unless required by law. Nothing in this clause limits your rights under the Australian Consumer Law.

You agree to provide the materials, content, access, approvals and feedback we reasonably need, in a timely manner, to deliver the Services. You are responsible for the accuracy and legality of content you supply, and you confirm you hold the necessary rights and licences for any materials you provide to us (including text, images, logos and data). Delays in providing materials or approvals may affect timelines and costs.

Upon full payment of all applicable fees, ownership of the final deliverables created specifically for you transfers to you, unless stated otherwise in your engagement. We retain ownership of our pre-existing materials, tools, frameworks, know-how and methodologies, and of any third-party or licensed assets (which remain subject to their own licences). Unless you ask us not to, we may display and describe completed work in our portfolio and marketing.

In addition to our agency services, NexDesign Agency Pty Ltd owns and operates a number of products, applications and ventures, including (without limitation) Sage, Tradely and NexChat (together, our “Products”). These Products are owned by, and traded under, NexDesign Agency Pty Ltd or its related entities.

All names, logos, trademarks, designs and other intellectual property associated with our Products are the property of NexDesign Agency Pty Ltd or its licensors, and may not be used without our prior written consent. Each Product is a separate service and may be governed by its own terms of service and privacy policy, which apply to your use of that Product in addition to, or instead of, these Terms. Any reference or link to our Products does not create a partnership, agency or joint venture between you and us.

To the maximum extent permitted by law, our Products are provided on an “as is” and “as available” basis and your use of them is at your own risk. The disclaimers in our “Warranties & Disclaimers” clause and the exclusions and limitations in our “Limitation of Liability” clause apply equally to our Products, in addition to any separate terms governing each Product. To the extent permitted by law, we are not liable for any loss or damage arising from, or in connection with, your access to or use of our Products. Nothing in this clause limits or excludes any rights you may have under the Australian Consumer Law that cannot be lawfully excluded.

Our Services may rely on or integrate third-party products and platforms (for example, hosting, payment, analytics and AI providers). Those services are governed by their own terms, and we are not responsible for their availability, performance or acts. Where a third-party service charges fees directly, you are responsible for those charges.

Each party may receive confidential information from the other. Both parties agree to keep such information confidential and use it only for the purposes of the engagement, except where disclosure is required by law.

We will perform the Services with due care and skill. To the extent permitted by law, and except for guarantees that cannot be excluded under the Australian Consumer Law, the Services, deliverables and our Products are provided “as is” and we make no other warranties, express or implied. We do not warrant that any website, application or output will be uninterrupted or error-free.

To the maximum extent permitted by law, and subject to our Australian Consumer Law clause, our total liability arising out of or in connection with the Services or our Products is limited to the fees paid by you to us in the twelve (12) months before the event giving rise to the liability. We are not liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, data or goodwill. Nothing in these Terms excludes liability that cannot be excluded by law.

Our Services come with guarantees that cannot be excluded under the Australian Consumer Law (ACL). Nothing in these Terms limits or excludes those rights. Where we are permitted to limit our liability for a breach of a non-major consumer guarantee, our liability is limited (at our option) to resupplying the Services or paying the cost of having the Services resupplied.

You agree to indemnify us against claims, losses and costs arising from the content or materials you provide to us, your breach of these Terms, or your unlawful use of the Services or deliverables, except to the extent caused by our negligence or breach.

Either party may terminate an engagement as set out in the relevant Project Agreement or on reasonable notice. We may terminate or suspend an engagement, Service or subscription:

• immediately, where you breach these Terms or a Project Agreement, fail to pay an amount when due, become insolvent or bankrupt, or engage in unlawful, unsafe or unethical conduct; or
• for any reason, including where the nature of the engagement, or issues arising in connection with it, make it impractical or undesirable for us to continue, by giving you at least thirty (30) days’ written notice.

On termination, you must pay for all work performed and costs reasonably incurred up to the termination date. To the maximum extent permitted by law, we are not liable for any loss or damage (including any financial, consequential or indirect loss, or loss of profits, revenue or opportunity) arising from the suspension or termination of an engagement, Service or subscription in accordance with these Terms. Nothing in this clause limits any rights you may have under the Australian Consumer Law that cannot be lawfully excluded. Clauses that by their nature should survive (including intellectual property, confidentiality, liability and payment obligations) continue after termination.

These Terms, together with any proposal or statement of work, are the entire agreement between us. If any provision is found to be unenforceable, the remaining provisions continue in effect. A failure to enforce a provision is not a waiver of it. You may not assign your rights without our consent. Neither party is liable for delays caused by events beyond its reasonable control (force majeure). These Terms are governed by the laws of Victoria, Australia, and the parties submit to the exclusive jurisdiction of the courts of Victoria. We may update these Terms from time to time; the current version will be posted on this page, and continued use of our Services constitutes acceptance.

For questions about these Terms or our Services, please contact us:

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Conditions.