WellStrategic Terms and Conditions

For Commercial Photography, Virtual Tours, Drone, Video, VR, SEO, Web Design and Development, Software, Apps, Hosting, and Related Digital Services.

This is the canonical, always-current version. Any earlier .docx files are superseded.

These Terms and Conditions ("Terms") govern all engagements between WellStrategic Pty Ltd (ABN 67 675 839 880) ("WellStrategic") and the Client ("Client"), collectively "the Parties."

By (a) accepting a quote in writing or by email, (b) providing a digital signature on a proposal, (c) issuing a Purchase Order, or (d) making a deposit payment, the Client is deemed to have accepted these Terms and to have authorised WellStrategic to commence work.

These Terms apply to all current and continuing engagements, including ongoing services to existing Clients, regardless of whether a particular service is presently being marketed.

PART A — GENERAL TERMS

1. Definitions

Client: Any individual, business, government body, or entity engaging WellStrategic to provide Services.
Services: Any services provided by WellStrategic, including but not limited to: commercial photography; video production; virtual tours (premium, accessible, Google, Matterport, customised, and any other tour format); VR experiences; drone photography and videography; software, mobile or web applications; SaaS or subscription products; tour hosting; web design and development; SEO services; digital content production; and any related professional services.
Project: A discrete engagement of one or more Services as set out in a quote, proposal, statement of work, or written instruction accepted by both Parties.
Shoot Day: Any day on which WellStrategic (or its subcontractors) attends a venue, location, or remote site to capture content for the Project.
Deliverables: The final outputs delivered to the Client under the Project.
Materials: Any goods, content, branding, photographs, documents, props, equipment, website content, account credentials, or other items provided by the Client to WellStrategic.
Agreed Fee: Fees set out in a quote and accepted by the Client, including service fees and applicable Travel and Expenses.
Travel and Expenses: Costs incurred by WellStrategic for travel (kilometres, flights, transport, fuel, tolls, parking, ferries), accommodation, meals, and incidental expenses related to providing Services at Client-designated locations.
Intellectual Property: All copyright, designs, code, photographs, video, virtual tours, panoramas, software, drawings, methodologies, processes, and other intellectual property created by WellStrategic.
GST: Goods and Services Tax under A New Tax System (Goods and Services Tax) Act 1999 (Cth). All amounts in these Terms and any quote are exclusive of GST unless expressly stated otherwise.
Pricing Matrix: WellStrategic's then-current internal pricing calculator used to prepare quotes.
ACL: The Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)).

2. Scope, Application, and Acceptance

These Terms apply to all engagements between WellStrategic and the Client across every Service line, whether one-off, recurring, or ongoing.
These Terms continue to apply to existing Clients receiving Services that WellStrategic may not actively market to new Clients.
Acceptance occurs by any of: (a) written or email acceptance of a quote, (b) digital signature on a proposal, (c) issuing a Purchase Order, or (d) making a deposit payment.
For Projects with a total quoted value of $5,000 or more (excluding GST), written acceptance of the quote is required before WellStrategic commences work.
Proposed amendments to these Terms must be submitted in writing prior to Project commencement. WellStrategic reserves the right to accept or reject amendments at its sole discretion.

3. Provider Branding and Attribution

All Deliverables (including virtual tours, panoramas, video, VR content, drone footage, websites, and software products) include WellStrategic's branding and attribution as a mark of authenticity. This may include nadir branding on panoramas, video credits, footer links on websites, and "powered by" or attribution lines in software products.
Branding removal is available by prior written agreement and is subject to additional fees at WellStrategic's then-current rate.

4. Client Acknowledgements

WellStrategic retains a lien (and a right to withhold delivery, hosting, or further work) on all Deliverables and Client-provided Materials until full payment is received in cleared funds.
No title, copyright, or intellectual property rights in the Services or Deliverables transfer to the Client until full payment is received in cleared funds.
On full payment, the Client receives only the agreed final Deliverables, not raw, unedited, or working files.
WellStrategic is not responsible for issues arising from third-party platforms, hosts, search engines, app stores, browsers, devices, or services (including but not limited to Google, Amazon (AWS), Meta, Apple, Microsoft, Cloudflare, hosting providers, CDN providers, plugin authors, or any successor or equivalent platforms).

5. Client Materials and Storage

Materials provided by the Client are used and stored at the Client's sole risk. WellStrategic is not obliged to insure Materials.
WellStrategic is not liable for loss, destruction, or damage to Materials except where directly caused by WellStrategic's gross negligence, in which case liability is limited to the replacement cost of the physical Material and excludes any consequential or indirect losses.
WellStrategic is not liable for Material losses caused by third parties not directly engaged by WellStrategic.
The Client must retain master copies and backups of all Materials. WellStrategic is not responsible for permanent retention of Client Materials beyond Project completion.

6. Client Undertakings and Warranties

The Client warrants that it has obtained, and will maintain, all necessary permits, licences, intellectual property rights, releases, and consents required for the Services, including those for: location access; venue use; brand assets; third-party content; individual appearances; website content; software components; and any other content or assets provided to WellStrategic.
The Client warrants that all Materials provided to WellStrategic are accurate, lawful, free from defamatory or infringing content, and may be used by WellStrategic for the purpose of the Project.
The Client warrants that it has authority to instruct WellStrategic in respect of all premises, accounts, websites, and platforms accessed under the Project.
The Client indemnifies WellStrategic against all claims, losses, damages, costs (including legal costs on a solicitor-and-own-client basis), penalties, fines, and expenses arising from any breach of these warranties or from any third-party claim relating to the Client's instructions, content, or conduct.

7. Project Delays and Communication

Project timelines depend on the Client providing complete, accurate, and timely instructions, Materials, access (including website and account access), approvals, and cooperation.
The Client must appoint a single authorised contact, available on business days in Western Australia, with full authority to provide instructions, approve elements, and respond to requests promptly.
WellStrategic is not liable for delays caused by the Client, third parties, third-party platform changes, force majeure, equipment failure (not due to gross negligence), or any factor beyond its reasonable control.
The Client is liable for all costs, losses, and expenses (including additional Travel and Expenses, idle time for personnel or equipment, and rescheduling fees) arising from delays caused by the Client.

8. Rescheduling and Postponement

Rescheduling requests must be made in writing and are subject to WellStrategic's availability.
Client-initiated rescheduling fees, calculated against the affected Shoot Day or Service period (excluding Travel and Expenses):
(a) More than 14 days' notice: no fee if re-booked within 60 days; otherwise the cancellation provisions in clause 27 apply.
(b) 7–14 days' notice: 25% of the affected Agreed Fee.
(c) 3–7 days' notice: 50% of the affected Agreed Fee.
(d) Less than 3 days' notice: 100% of the affected Agreed Fee.
The Client remains liable for any non-refundable or non-transferable Travel and Expenses, idle time for personnel or equipment, and the original deposit, which is applied to the rescheduled Project.
Where WellStrategic initiates a reschedule, WellStrategic will notify the Client promptly and reschedule for a mutually agreeable date at no additional service fee. Non-refundable Travel and Expenses already incurred remain payable by the Client. If no mutually agreeable date can be reached within 60 days, either Party may cancel under clause 27.

9. Subcontracting

WellStrategic may engage third-party contractors, freelancers, agencies, or service providers to perform any part of the Services without further Client consent.
WellStrategic remains responsible for the conformance of subcontracted work to the agreed Project scope.

10. Talent and Background Persons

The Client is responsible for securing all necessary releases, permissions, and consents from individuals appearing in any Deliverable (photography, video, VR, drone footage, virtual tours, websites, or software).
WellStrategic is not liable for legal claims arising from unauthorised appearances in Deliverables.
Re-edits, re-shoots, or post-production work to remove individuals from Deliverables are at the Client's expense at WellStrategic's then-current rate.
WellStrategic will obtain releases from individuals only if expressly requested in writing and included in the Agreed Fee.

11. Privacy and Compliance

WellStrategic will take reasonable measures to blur identifiable faces and vehicle number plates in photography, video, VR content, drone footage, and virtual tours where required by applicable law or by the Client. Complete blurring is not guaranteed.
Re-editing for additional privacy treatment after Deliverables are approved is at the Client's expense.
WellStrategic handles Client personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs).

12. Intellectual Property and Recorded Material Ownership

All Deliverables, raw files, working files, source code, design files, project files, and Intellectual Property created by WellStrategic remain the exclusive property of WellStrategic until full payment is received in cleared funds.
On full payment, the Client receives a non-exclusive, non-transferable, perpetual licence to use the final Deliverables for the agreed purpose. Sub-licensing, resale, or assignment requires WellStrategic's prior written consent.
Raw, unedited, working, source, and project files are not included as standard. Where required, such files may be licensed separately at WellStrategic's then-current rate by separate written agreement.
Copyright in third-party materials (music, stock imagery, plugins, libraries, fonts, frameworks, third-party SEO or hosting tools) remains with the original owner. The Client is responsible for re-licensing those materials for use beyond the original Project scope.
If payment remains outstanding, WellStrategic may withhold, remove, or repurpose any Deliverables (including using them for promotional, commercial, or portfolio purposes) without further obligation to the Client.

13. Anomalous Images, Discoveries, and Incidental Material

WellStrategic retains exclusive ownership and copyright of any anomalous, unique, novel, or incidental material discovered during capture or post-production that falls outside the agreed Project scope (including unique architectural details, natural phenomena, candid moments, or unexpected subject matter).
Such material may be used by WellStrategic for promotional, editorial, or commercial purposes without further Client approval, unless otherwise agreed in writing prior to capture.

14. File Retention and Disposal

WellStrategic may dispose of raw, edited, working, source, and project files 12 months after Project completion unless otherwise agreed in writing.
If Services remain unpaid 12 months after Project completion, WellStrategic may dispose of all related files without notice or liability.
Extended file storage beyond 12 months may be requested for an additional fee at WellStrategic's then-current rate.

15. Liability and Equipment Failure

WellStrategic is not responsible for delays, failures, or losses due to equipment failure (including drones, cameras, computers, or software), staff illness, third-party service interruptions, or external disruptions, except where caused by WellStrategic's gross negligence.
In the event of Project termination due to circumstances beyond WellStrategic's reasonable control, deposits are non-refundable.
WellStrategic's liability under this clause is strictly limited to the return of any unearned portion of deposits already received.

16. Right of Refusal or Termination

WellStrategic may immediately suspend or terminate Services if: (a) personnel face actual or threatened injury, harassment, intimidation, discrimination, or unsafe conditions; (b) equipment is at risk of damage, loss, or theft; (c) the Client breaches these Terms or any Project-specific agreement; or (d) the Client requests work that is unlawful, unethical, or contrary to applicable platform policies.
On termination for Client breach: all payments made are non-refundable, all outstanding fees become immediately payable, and WellStrategic may seek compensation for any further loss or damage.

17. Limitation of Liability

The Client indemnifies WellStrategic against all claims, losses, damages, and legal costs arising from or relating to the Client's instructions, content, Materials, representations, premises, accounts, conduct, or any third-party claim arising from the Project.
WellStrategic is not responsible for financial losses incurred by the Client due to issues such as marketing effectiveness, search engine ranking, traffic volumes, conversion rates, business outcomes, third-party hosting failures, browser compatibility issues, or platform policy changes.
WellStrategic's total aggregate liability under or in connection with these Terms shall not exceed the total fees actually received by WellStrategic from the Client for the relevant Project. WellStrategic excludes liability for indirect, consequential, special, exemplary, or punitive loss to the maximum extent permitted by law.
Where liability arises under a non-excludable consumer guarantee that is not a major failure under section 268 of the ACL, WellStrategic's liability is limited (at WellStrategic's option) to: (a) re-supplying the Service; (b) issuing a Service Credit of equivalent value (subject to the Client's acceptance); or (c) refunding the cost of re-supplying the Service. Where the Client has a right to a cash refund under the ACL, that right is preserved.

18. Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any right, remedy, guarantee, condition, or warranty that cannot be excluded, restricted, or modified under the ACL or any other applicable consumer protection legislation.
Where any provision of these Terms is inconsistent with such non-excludable rights, the non-excludable right prevails to the extent of the inconsistency, and the remainder of these Terms continues in full force and effect.

19. Right of First Refusal

The Client grants WellStrategic the right of first refusal for any similar or related Services for two (2) years from the Project completion date.
The Client must provide WellStrategic with written notice of proposed terms before engaging another provider for similar Services. WellStrategic has 10 business days to accept or decline. If declined, the Client may engage another provider on terms no more favourable than those offered to WellStrategic.

20. Showcase and Public Broadcast

WellStrategic may showcase Project work and Deliverables on its website, social media platforms (including but not limited to LinkedIn, Facebook, Instagram, TikTok, X, YouTube), portfolio, proposals, and promotional materials, unless the Client objects in writing before Project commencement.
For security-sensitive, restricted-access, or government sites, WellStrategic will obtain the Client's prior written approval before any public display.

21. Review, Approval, and Deemed Acceptance

The Client must review and approve Deliverables (including virtual tour proofs, video edits, VR content, drone footage, SEO deliverables, website staging versions, and software releases) within 14 days of submission or publication.
Failure to provide written feedback within 14 days constitutes deemed acceptance of the Deliverables, and the final balance becomes immediately due.

22. Tweaks and Changes

Each Project includes two (2) rounds of tweaks within the original scope at no additional cost. Tweaks are minor adjustments such as: small colour corrections, minor copy edits, repositioning navigation points, additional minor blurring, minor SEO content edits, minor design tweaks, or small bug fixes.
Changes are significant modifications that exceed the original scope, including: new images or footage, new shots, layout changes, restructured navigation, additional pages, new features or functionality, extensive SEO strategy revisions, major design overhauls, or major code refactors. Changes incur additional fees at WellStrategic's then-current rate, subject to a new quotation and written acceptance.
Additional rounds of tweaks beyond the included two rounds incur fees at WellStrategic's then-current rate.

23. Quotations and Variations

All pricing is calculated using WellStrategic's current Pricing Matrix and is set out in the applicable quote. Quotations are based on estimated time, scope, and typical conditions.
Where actual conditions or scope differ materially from those quoted (including additional Shoot Days, complexity, content, or Client-driven changes), WellStrategic may issue a revised quotation.
No variation to a quote, scope, or these Terms is binding unless agreed in writing (including by email) by both Parties.

24. Turnaround

Standard turnaround for delivery of final Deliverables is 30 business days from the Shoot Day (or, for non-shoot Services, from the date of Project commencement), unless otherwise agreed in writing.
Turnaround timeframes are estimates, not warranties. Time is not of the essence unless expressly stated in writing in the quote.
Turnaround does not run during periods of Client delay (including late approvals, late content provision, or unresponsive contacts) or during a force majeure event.

25. Payment Terms

All pricing is set out in the applicable quote. All amounts are exclusive of GST. GST is added to invoices where applicable.
A 50% non-refundable deposit (excluding GST) is required upon quote acceptance. No work commences until the deposit clears in WellStrategic's account.
The final balance, after accounting for any upfront Travel and Expenses, is due before delivery, publication, or release of any final Deliverable.
If the Client fails to provide feedback or Materials within 14 days of proof or staging delivery, the final balance is due within 7 days of invoicing.
Late payments accrue interest at the lesser of 1.5% per month (compounded) or the maximum rate permitted by law, calculated daily from the due date until paid in cleared funds.
Failure to pay any invoice when due may result in additional fees, withholding of Deliverables, suspension of hosting, suspension of SaaS access, suspension of ongoing services, or any combination of these.

26. Travel and Expenses

Travel is charged at $0.88 per kilometre, or alternatively at a day rate of $1,700 + GST per travel day, whichever applies based on the Project as set out in the applicable quote.
Where flights, accommodation, parking, tolls, ferries, meals, or other out-of-pocket travel costs are required, these are charged at cost or as quoted, plus a reasonable administration fee where applicable.
Estimated Travel and Expenses are included in the quote. Upfront payment for estimated Travel and Expenses is required before WellStrategic books any travel.
Travel is arranged at reasonable standards (economy flights, standard accommodation) unless the Client requests otherwise at additional cost.
Non-refundable Travel and Expenses arising from Client cancellation or rescheduling remain the Client's responsibility.

27. Cancellation by Client

The Client may cancel a Project by written notice. Cancellation fees apply as follows, calculated against the total quoted Project fee (excluding GST):
(a) More than 14 days before the scheduled Shoot Day or Service commencement: deposit forfeited.
(b) 7–14 days before the scheduled Shoot Day or Service commencement: 75% of the total quoted Project fee.
(c) Less than 7 days before the scheduled Shoot Day or Service commencement: 100% of the total quoted Project fee.
Where no deposit has been paid but work has commenced, the Client is immediately liable for a minimum of 50% of the total quoted Project fee, plus all out-of-pocket costs incurred (including Travel and Expenses, equipment hire, and third-party services). Where more than 50% of the work has been completed, additional payment up to the full quoted Project fee may be required to cover incurred costs and reasonable margin.
Cancellation fees are payable within 7 days of cancellation.
All Travel and Expenses already incurred are payable in addition to cancellation fees.
Any refund or partial refund WellStrategic elects to issue outside its contractual obligations may, at WellStrategic's discretion, be issued as a Service Credit under clause 31.

28. Additional Fees for On-Site Changes

Additional panoramas requested on the Shoot Day incur a fee of $175 (excluding GST) per panorama.
Additional drone shots, video sequences, or scope additions requested on the Shoot Day are billed at WellStrategic's then-current rate, with Client written approval required before WellStrategic incurs the cost.
Any unapproved on-site changes requiring re-shooting, re-filming, or re-editing are billed separately at WellStrategic's then-current rate.

29. Hosting

Custom tour hosting is provided free of charge for the first 12 months from final delivery.
After the first 12 months, hosting is charged at $350 + GST per tour per year, billed annually in advance.
Hosting fees are non-refundable.
Failure to pay the annual hosting fee may result in removal of hosted content after a 30-day grace period. WellStrategic is not liable for any loss arising from such removal.

30. Software-as-a-Service, Apps, and Subscription Products

Where WellStrategic provides software-as-a-service (SaaS) products, mobile or web applications, platform-based subscription services, or licensed access to WellStrategic-developed software (including but not limited to the Access Tours platform overlay and any successor or related products), these Terms apply, supplemented by the applicable quote, subscription schedule, or product-specific terms.
Pricing, term length, renewal mechanism, licensed venue or seat count, acceptable use, and feature scope for any SaaS or app product are set out in the applicable quote or subscription schedule. SaaS and subscription fees are non-refundable.
WellStrategic does not warrant uninterrupted availability of any SaaS, app, or subscription product. Service availability may be affected by third-party APIs, platforms, browsers, devices, app stores, or services on which the product depends.
WellStrategic may modify, update, replace, or discontinue features of any SaaS, app, or subscription product to maintain compatibility, security, or compliance with third-party platforms or applicable law.
On termination, expiry, or non-renewal of any subscription, WellStrategic may suspend or remove access. The Client is responsible for retrieving any of its own content prior to termination.

31. Service Credits

Where a refund is to be issued in circumstances NOT arising from a non-excludable right under the ACL (including but not limited to voluntary refunds, settlements, change-of-mind situations outside the cancellation provisions, or goodwill arrangements), WellStrategic may, at its discretion, issue the refund as a Service Credit instead of cash.
Service Credits are valid for 36 months from the date of issue, are usable across any of WellStrategic's Services, are non-transferable without prior written consent, and may not be exchanged for cash unless required by law.
Service Credits do not expire earlier than 36 months from issue, are not subject to additional purchase requirements, and apply at face value to any quote.
Where a refund is owed under the ACL (including under section 267 or section 268), the Client retains the right to a cash refund and is not obliged to accept a Service Credit.
Service Credits issued in full and final settlement of a dispute, and accepted by the Client in writing, extinguish any further claim by the Client in respect of the matter settled.

PART B — SERVICE-SPECIFIC PROVISIONS

32. Photography and Video Production

Photography and video production are subject to artistic licence. WellStrategic determines styles, compositions, lighting, filming techniques, editing, and presentation.
Reshoots or re-filming for any reason are at the Client's expense, including additional editing time and Travel and Expenses, subject to a new quotation and advance payment.
Final delivery formats are as agreed in the quote. Additional formats or aspect ratios are at additional cost.

33. Virtual Tours — Google Virtual Tours

WellStrategic will create Google Virtual Tours in compliance with Google's then-current technical and content guidelines (including resolution, stitching quality, and content policies).
WellStrategic does not warrant or guarantee acceptance, publication, indexing, visibility, ranking, retention, or removal of any tour by Google. Google's platform decisions are beyond WellStrategic's control.
The Client must provide necessary access to its Google Business Profile or other Google account credentials, and is responsible for verifying ownership and complying with all Google account, Maps Platform, and Street View policies.
WellStrategic will provide reasonable support for issues directly attributable to its creation process for up to 30 days post-publication, at no additional cost, provided the Client notifies WellStrategic in writing within that period. Support beyond 30 days, or for issues unrelated to WellStrategic's work, is billed at WellStrategic's then-current rate.
Where Google policy or technical requirements change after delivery, WellStrategic may quote separately for any required adjustments.
The Client indemnifies WellStrategic against all claims arising from Google's platform policies, decisions, or actions.

34. VR Services

VR experiences are delivered for use on specified hardware platforms (such as Meta Quest) and software environments. WellStrategic does not warrant compatibility with any future hardware, OS, runtime, or platform updates.
Where VR hardware is supplied as part of a Project, the hardware remains the property of the supplier or manufacturer and is subject to their terms. The Client is responsible for safe use, return (where applicable), and any damage beyond fair wear and tear.
WellStrategic is not liable for issues arising from third-party VR platform updates, store policy changes, or hardware failures.

35. Drone Services

WellStrategic operates drones in compliance with the Civil Aviation Safety Authority (CASA) regulations and any applicable airspace, council, or property restrictions, and obtains necessary permits or approvals where required.
The Client must provide access to the designated location and any additional permissions or approvals required for drone operations on or over the Client's premises.
Drone operations are subject to weather conditions, airspace restrictions, regulatory changes, third-party interference, and safety considerations. WellStrategic may suspend or postpone drone work where safety or compliance requires.
WellStrategic is not liable for issues arising from drone operation restrictions, regulatory changes, equipment malfunction (other than gross negligence), weather, or third-party actions.
The Client indemnifies WellStrategic against claims, damages, regulatory penalties, or third-party claims arising from drone operations conducted in compliance with applicable regulations.

36. SEO Services

WellStrategic provides SEO services in accordance with industry best practices and the published guidelines of major search engines (such as Google and Bing) at the time of service delivery.
WellStrategic does not warrant or guarantee specific search engine rankings, traffic volumes, conversion rates, or business outcomes. Search engine algorithms, third-party actions, and market competition are beyond WellStrategic's control.
The Client must provide WellStrategic with necessary access to the website, content management systems, analytics accounts, search consoles, and any other required platforms.
WellStrategic is not liable for: (a) penalties, ranking drops, deindexing, or visibility loss arising from search engine policy or algorithm changes; (b) third-party platform actions; (c) Client actions inconsistent with WellStrategic's recommendations; or (d) unauthorised changes to the website by the Client or other parties.
The Client indemnifies WellStrategic against all claims, damages, or losses arising from SEO outcomes, third-party platform decisions, or Client-side changes.

37. Website Design and Development

WellStrategic will design, develop, and deliver websites and web applications in accordance with the agreed specifications, applicable industry standards, and accessibility guidelines (such as WCAG) where expressly specified in the quote.
WellStrategic does not warrant: (a) full conformance with any accessibility standard unless specifically scoped, audited, and certified separately; (b) compatibility with all browsers, devices, or future platform versions; (c) uptime, performance, or availability of any third-party hosting, CDN, plugin, or service; or (d) protection against third-party security incidents, exploits, or vulnerabilities outside WellStrategic's reasonable control.
The Client must provide necessary access to content management systems, domain registrars, hosting accounts, version control, and other required platforms.
The Client is responsible for securing licences for all third-party content, plugins, themes, frameworks, fonts, and libraries, and for ongoing maintenance, updates, and security patches after delivery unless a separate maintenance agreement is in place.
WellStrategic is not liable for issues arising from third-party hosting, plugins, browser changes, Client modifications, or failure to maintain updates and security patches after delivery.
The Client indemnifies WellStrategic against claims, damages, or losses arising from third-party platform issues, third-party content, or Client-side changes after delivery.

38. Custom Content and Tour Enhancements

The Client is responsible for providing and approving custom content (including images, audio, voice-over scripts, captions, hotspot content, AI-generated descriptions, and pop-up content) for tour enhancements, video, VR, software, and website Projects.
WellStrategic will incorporate Client-provided content as per the agreed brief. Revisions, additions, or replacements after Project commencement are subject to clauses 22 (Tweaks and Changes) and 23 (Quotations and Variations).

PART C — LEGAL AND ADMINISTRATIVE

39. Additional Legal Provisions

Legal Costs: The losing party in any legal dispute arising out of these Terms is responsible for the prevailing party's reasonable legal costs (including solicitor and own-client costs) on an indemnity basis, to the extent permitted by law.
Non-Disparagement: The Client shall not make false, misleading, or disparaging public statements about WellStrategic, its directors, employees, contractors, or Services. This clause does not restrict good-faith complaints made directly to WellStrategic, nor any communication required by law or regulation.
Severability: If any part of these Terms is held to be invalid, illegal, or unenforceable, the remainder of the Terms remains in full force and effect.
Independent Contractor: WellStrategic is an independent contractor and not an employee, agent, partner, or joint venturer of the Client.
Non-Solicitation: The Client agrees not to engage WellStrategic's subcontractors, employees, or freelancers directly for similar services for two (2) years after Project completion.
Assignment: The Client may not assign these Terms or any Project without WellStrategic's prior written consent. WellStrategic may assign these Terms in connection with a sale, merger, or restructure of its business.
Waiver: A failure or delay by WellStrategic to exercise any right does not constitute a waiver of that right.

40. Dispute Resolution and Governing Law

These Terms are governed by the laws of Western Australia.
Disputes shall first be attempted to be resolved through good-faith negotiation, then through mediation in Perth, Western Australia.
If mediation fails, either Party may pursue legal action through the courts of Western Australia, to whose jurisdiction the Parties submit.
The Client agrees to cover any legal costs incurred by WellStrategic in recovering unpaid fees, including debt collection agency fees.

41. Notices

All notices under these Terms must be in writing.
Notices to WellStrategic must be sent to: [email protected], with a copy (if by post) to Suite 7, Level 25, 108 St Georges Terrace, Perth WA 6000.
Notices to the Client must be sent to the email address recorded on the executed quote or subsequently nominated by the Client in writing.
Notices are deemed received: (a) if sent by email before 5:00 pm AWST on a business day, on the day of sending; otherwise, on the next business day; (b) if sent by post, three business days after posting.

42. Accessibility Features and Conformance

42.1 Where WellStrategic provides Services or Deliverables described as "accessible" or incorporating accessibility features (including but not limited to voiceover narration, captions, keyboard navigation, screen-reader compatible markup, high-contrast or colourblind-friendly palettes, or any other accessibility feature), such features are provided on a best-efforts basis and reflect WellStrategic's good-faith application of recognised accessibility principles at the time of delivery.
42.2 WellStrategic makes no representation, warranty, or guarantee that any Deliverable conforms to, or will be certified against, the Web Content Accessibility Guidelines (WCAG) at any conformance level (A, AA, or AAA), the Disability Discrimination Act 1992 (Cth), the Australian Human Rights Commission's Advisory Notes on access to premises and information, EN 301 549, ADA, AODA, Section 508, or any other accessibility standard, regulation, or framework.
42.3 Accessibility conformance is dependent on third-party platforms, browsers, assistive technologies, content updates made by the Client after delivery, and ongoing standards revisions, all of which are beyond WellStrategic's control.
42.4 If the Client requires certified accessibility conformance, the Client is solely responsible for engaging an independent accessibility auditor at the Client's cost. WellStrategic is not party to and accepts no liability arising from any such audit.
42.5 The Client indemnifies WellStrategic against any claim, complaint, proceeding, or liability arising from or relating to the accessibility (or alleged inaccessibility) of any Deliverable, including claims under the Disability Discrimination Act 1992 (Cth), state-based equivalents, or any international accessibility law.
42.6 The Client acknowledges that WellStrategic's marketing materials describe accessibility features and not certified accessibility conformance.

43. Force Majeure

WellStrategic shall not be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, government actions, lockdowns, strikes, civil unrest, equipment failures, cyber-attacks, supply chain disruption, third-party service outages, or other unforeseen events.
If a force majeure event occurs, WellStrategic will notify the Client as soon as reasonably practicable and make reasonable efforts to resume Services promptly.
If the delay continues for more than 60 days, either Party may terminate the affected Project by written notice. Deposits paid remain non-refundable as compensation for opportunity cost and preparation work undertaken. WellStrategic has no further liability.

44. Entire Agreement and Variation

These Terms (together with any quote, scope of work, subscription schedule, or statement of work expressly incorporated) constitute the entire agreement between the Parties and supersede all prior representations, proposals, and agreements.
No variation is binding unless agreed in writing (including by email) by both Parties.