In these terms and conditions, "we", "us", "Xpert Start" and "our" refer to M.A Abboud & M Gazilas (ABN 84 975 008 262) trading as Xpert Start. Your access to and use of this website, including any purchase of our products or services, is subject to the following terms and conditions. By continuing to use the website or engaging our services, you agree to be bound by these terms.

1. Our Services

Xpert Start is a full-service digital agency providing:

• Logo design and brand identity services
• Custom website design, copy, and development
• Social media marketing, profile optimisation, and content creation
• PPC management (Google Ads and Meta advertising)
• Email marketing campaigns and templates
• SEO optimisation and search engine rankings improvement
• Stationery and print design (business cards, stickers, electronic templates)
• AI solutions and chatbots for business automation
• Copywriting and conversion optimisation
• Business packages
• Branding packages
• Social media packages
• Custom build-your-own packages

All services are customised to client needs and delivered remotely to Australian and international clients.

2. Pricing and Currency

• All prices are quoted in Australian Dollars (AUD) and include GST for Australian customers.
• International clients may be subject to their own local tax obligations.
• We endeavour to keep our pricing current but reserve the right to change it at any time.
• Orders already placed will be honoured at the price confirmed at the time of order.
• Payment processing fees may apply depending on your chosen payment method.

3. Service Descriptions and Accuracy

• We strive to describe our services accurately on our website, portfolio, and proposals.
• Images, examples, and case studies are illustrative only and may not reflect every design option or outcome.
• We do not guarantee that visual representations will perfectly match the final deliverable, as each project is custom designed.
• If we become aware of any error in service descriptions or pricing, we reserve the right to correct it and, if necessary, cancel and refund affected transactions.

4. Payment Terms, Deposits and Methods

4.1 Payment and Deposits

Unless agreed otherwise in writing:

• All projects require a deposit of up to 50 percent before commencement. The specific deposit amount will be stated in your quote or invoice.
• The remaining balance is due upon completion and before delivery of final files.
• Deposits are non-refundable once work has begun.

4.2 Accepted Payment Methods

We accept payment via:

• Bank transfer (BSB and account details provided on invoice)
• Stripe (credit/debit card)
• PayPal
• Website checkout

4.3 Processor Fees

Payment processor fees and foreign exchange charges may be added to the invoice or charged separately. Clients are responsible for any payment processing fees, currency conversion fees, or international transaction charges.

4.4 Currency and Exchange Rates

• All invoices are issued in AUD.
• Exchange rate differences and foreign transaction fees are the client's responsibility.
• We are not liable for currency fluctuations between deposit and final payment.

4.5 Late Payment

• Invoices are due within the timeframe specified, typically 7 days unless otherwise stated.
• Late payments may incur a fee of 2 percent per month or the maximum rate permitted by law, whichever is lower.
• We may suspend or pause project work until payment is received.

4.6 Chargebacks and Payment Disputes

• If a client disputes or reverses payment via their bank or payment processor, Xpert Start will provide evidence of service delivery to the processor.
• If a chargeback is wrongfully upheld, the client remains liable for the full invoiced amount plus any recovery costs, including legal and administrative fees.
• Clients must cooperate in good faith to resolve any payment disputes and provide necessary documentation.

4.7 Electronic Acceptance

Quotes, proposals, approvals, and variations may be accepted by electronic signature or by written email confirmation from the client's nominated contact. Such acceptance is binding as if signed in ink.

4.8 Order of Precedence

If there is any inconsistency, documents will apply in this order: a signed master agreement, then the statement of work or proposal, then these Terms and Conditions, then any other project documents.

5. Service Orders and Availability

• We provide our digital and creative services worldwide where permitted by law.
• Service availability may change without notice.
• When ordering, you must provide accurate contact details, email address, telephone number, and payment information.
• We take reasonable care with your information but are not liable for misuse due to transmission errors, malware, or third-party breaches.
• We will accept or reject your order within seven business days. If we do not respond within that time, the order is deemed rejected. We are not required to provide reasons for rejection.
• Title and ownership of all deliverables pass to you only once full payment has been received.

6. Project Scope, Revisions and Timeline

6.1 Scope of Work

Each project includes the deliverables, services, and number of revisions specified in the written quote, proposal, or project brief. Any requests outside the agreed scope will be treated as additional work.

6.2 Revisions

• Each project includes the number of revision rounds stated in your proposal, typically 2 to 3 rounds.
• A revision means changes to the concept, layout, or design within the original scope.
• Additional revision rounds beyond the agreed limit will be charged at our current hourly rate of AUD 120 per hour, or as stated in your proposal.
• Revisions do not include changes to project scope, new pages, features, or functionality not originally agreed.

6.3 Scope Changes

Any change to the agreed scope, including additional pages, new features, or third-party integrations, requires written approval and may affect cost and timeline. We will provide a written quote for scope changes before proceeding.

6.4 Timeline and Delays

• Project timelines are estimates based on the agreed scope and client responsiveness.
• Timelines are extended if the client delays in providing feedback, content, assets, or approvals.
• We are not responsible for any loss, costs, or missed opportunities arising from delays caused by the client.

6.5 Priority and Rush Service Fees

• Standard project turnaround times are specified in your quote or proposal.
• Rush or urgent requests requiring delivery in under 7 days may incur a priority fee of 25 percent to 50 percent on top of the standard project fee.
• Priority fees will be disclosed and agreed in writing before work commences. Rush projects are subject to availability.

6.6 Project Pause and Dormancy

• If a project becomes inactive due to client non-responsiveness for more than 60 days, we may close the project and retain the deposit as payment for work completed, charge a reactivation fee of AUD 200 to 500 to resume, and invoice for work completed to date before reactivation.
• Clients will receive a reminder at 45 days of inactivity before action is taken.

6.7 Acceptance of Deliverables

Unless otherwise stated, deliverables are deemed accepted 7 days after delivery if no defects are reported in writing. Defects reported within this window will be remedied where they relate to the agreed scope.

6.8 Suspension for Non-Payment

If any invoice is overdue, Xpert Start may suspend work, disable staging sites, withhold files, and pause publishing until all overdue amounts are paid.

7. Client Responsibilities

The client agrees to:

• Provide all necessary content, images, copy, brand guidelines, and assets in a timely manner.
• Respond to requests for feedback or approval within 7 business days. Failure to respond may pause the project without affecting agreed deadlines.
• Ensure that all materials provided are legally owned or licensed and do not infringe third-party rights.
• Obtain any necessary permissions, licences, or consents for content we are asked to use.
• Review and approve all deliverables before final sign off. Once approved and delivered, further changes may incur additional fees.

7.1 Compliance

Client instructions must comply with applicable laws and platform policies. Xpert Start may decline or remove content that appears unlawful, misleading, or non-compliant.

Note: If client-supplied materials result in any legal claim or copyright infringement, the client indemnifies Xpert Start from all related costs, damages, and liabilities (see Clause 16).

8. Intellectual Property and Ownership of Deliverables

8.1 Ownership Before Payment

All designs, files, code, graphics, copy, and creative materials produced by Xpert Start remain our exclusive property until full payment is received. The client may not use, reproduce, or distribute any deliverables until the final invoice is paid in full.

8.2 Transfer of Ownership

Once full payment is received, ownership and usage rights of the approved final deliverables transfer to the client. The client receives a non-exclusive, worldwide, perpetual licence to use the deliverables for their intended purpose.

8.3 Restrictions

The licence does not permit the client to resell, sublicense, or redistribute the deliverables as standalone products, or to modify the deliverables for third-party commercial use without our written consent. The client must not remove authorship or attribution where applicable.

8.4 Source and Working Files

Source files, including .ai, .psd, .fig, .sketch, .indd and similar formats, are supplied only after full payment and upon request. These files remain subject to the licence terms above.

8.5 Third-Party Assets

Third-party assets, including stock images, fonts, plugins, themes and icons, remain the property of their owners and are licensed to the client under their original terms. The client is responsible for ongoing compliance with those licences.

8.6 AI Outputs

Where AI tools are used, the client acknowledges such tools may generate probabilistic outputs. Xpert Start will apply commercial best efforts for accuracy, but does not warrant that AI outputs are error free or non-infringing. The client must review and approve before use.

9. Portfolio Rights and Publicity

9.1 Portfolio Use

We may showcase completed or in-progress work in our portfolio, website, social media, case studies, and marketing materials. We may reference the client's name, logo, and project description for promotional purposes.

9.2 Confidential or Private Projects

If the client requires that work is not displayed publicly, this must be agreed in writing before the project begins. A non-disclosure agreement may be required and a non-publication fee may apply.

9.3 Moral Rights

The client agrees not to falsely attribute authorship of the work or present it in a way that damages our reputation. We will respect the moral rights of any third parties in client-supplied materials.

10. Website Development and Functionality

10.1 Platform and Compatibility

Websites are developed and tested on current versions of major browsers and on desktop and mobile devices. We do not guarantee compatibility with outdated browsers or niche platforms unless explicitly agreed in writing.

10.2 Content and Maintenance

Clients are responsible for ongoing website content, updates, backups, security, and hosting after delivery. We provide training and documentation where relevant but are not responsible for issues caused by client modifications, third-party plugins, or hosting changes.

10.3 Hosting, Domains and Plugins

When we arrange hosting, domain registration, or third-party software, we act as the client's agent. The client accepts those third-party terms. Ongoing hosting, domain renewal, and subscription fees are the client's responsibility. We are not liable for third-party downtime, data loss, price changes, or discontinued services.

10.4 Security and Backups

We implement standard security practices. Clients are responsible for maintaining regular backups post delivery. We are not liable for hacking, malware, or data breaches occurring after project delivery.

10.5 Ongoing Support and Maintenance

Post launch website support, updates, and maintenance require a separate retainer or support agreement. Ad hoc support requests are charged at our hourly rate unless covered under an active support plan.

10.6 Website Testing Period

On website delivery, clients have a 7 day testing period to identify and report bugs, broken links, or functionality issues. Issues reported within this period will be fixed at no additional charge where they relate to the original scope. Issues reported after the 7 day period, or requests for changes beyond scope, are charged at our standard hourly rate. The testing period begins when we notify the client that the website is ready for review.

11. SEO, Google Ads, and Digital Marketing Services

11.1 No Performance Guarantees

SEO and digital marketing results depend on many factors, including competition, algorithm changes, budget, content quality, and market conditions. We do not guarantee specific rankings, traffic volumes, conversions, or ROI. We will use industry best practices and provide reporting, but results may vary.

11.2 Third-Party Platforms

Google Ads, Meta Ads, and similar platforms are governed by their own terms. We are not liable for ad account suspensions, policy violations, or platform changes. Ad spend budgets are separate from our service fees.

11.3 Reporting and Transparency

We provide performance reports at the agreed frequency. Clients may request access to analytics, ad accounts, and campaign data.

11.4 Social Media Content Approval

All social content will be submitted for review and approval before publishing, unless otherwise agreed. Clients must review and approve content within 3 business days to maintain posting schedules. If approval is not received, Xpert Start may proceed to maintain momentum or pause the service until approval is received. Once content is approved and published, Xpert Start is not liable for client regret, change of preference, or public response.

12. Cancellations, Refunds and Work Completed

12.1 Client Cancellation

If the client cancels after work has begun: the deposit is non-refundable, we may invoice for work completed to date, and any final deliverables remain our property unless fully paid for.

12.2 Xpert Start Cancellation

We may suspend or terminate a project if the client breaches these terms, fails to provide required information or feedback for more than 30 days, or if continuing is not feasible due to Force Majeure. We will invoice for work completed and reasonable termination costs.

12.3 Refund Policy

Refunds are only available where we fail to deliver services as agreed and cannot rectify the issue, where required by Australian Consumer Law, or if a service is cancelled due to our error before any work begins. Refunds are not available for change of mind, client delays, or subjective dissatisfaction after approval.

13. Delivery and File Retention

13.1 Delivery Method

Final deliverables are supplied electronically via email, cloud link, or file transfer service. The client is responsible for downloading and securely storing their files.

13.2 File Retention and Backups

We retain archived project files for up to 12 months after completion. After 12 months, files may be permanently deleted. Extended storage may incur a fee. Clients are solely responsible for backing up deliverables.

13.3 Re-Supply of Files

If files need to be re-supplied: within 12 months it is free once per project. After 12 months or for multiple requests, an administrative fee of AUD 50 to 150 applies.

13.4 Domain and Hosting Transfers

If we register a domain or set up hosting on behalf of the client, ownership and access credentials will be transferred upon full payment. Domains registered in our name for project purposes will be transferred within 14 days of final payment, subject to the registrar's policy. Ongoing fees remain the client's responsibility. If the client requests us to retain management, a separate agreement and monthly fee will apply.

14. Confidentiality and Non-Disclosure

14.1 Confidential Information

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the project.

14.2 Obligations

Each party must not disclose confidential information to third parties without written consent, must use confidential information only for the purposes of the project, and must maintain confidentiality for at least three years after disclosure.

14.3 Exceptions

Obligations do not apply to information that is public, independently developed, or required to be disclosed by law.

14.4 Non-Compete and Use Restrictions

Clients agree not to use deliverables provided by Xpert Start to directly compete with Xpert Start services or to resell similar digital agency services without written consent. This does not prevent use of deliverables for the client's own business operations.

15. Client-Supplied Materials and Content Warranty

15.1 Warranty

The client warrants that all materials provided are lawful, licensed, and compliant with advertising standards and privacy laws.

15.2 Indemnity for Client Materials

The client indemnifies Xpert Start from any claims, damages, losses, or legal costs arising from infringement or unlawful content in client-supplied materials.

16. Indemnity

The client agrees to indemnify and hold harmless Xpert Start, its directors, officers, employees, contractors, and agents from any claims, losses, liabilities, damages, costs, or expenses arising from:

a. the client's breach of these terms,
b. content or materials supplied by the client that infringe rights or violate laws,
c. the client's misuse, modification, or unauthorised distribution of deliverables,
d. any unlawful or fraudulent use of our services or website.

17. Limitation of Liability

17.1 Maximum Liability

To the maximum extent permitted by law, our total liability for any claim arising from our services is limited to the total fees paid by the client for the specific service in the preceding 12 months.

17.2 Exclusion of Consequential Loss

We are not liable for lost profits, revenue, business opportunities, or data, nor for indirect, incidental, special, or consequential damages, nor for costs of substitute services or downtime, nor for third-party claims not directly caused by our negligence.

17.3 Consumer Rights

Nothing in these terms seeks to exclude or limit any statutory rights a consumer may have under the Competition and Consumer Act 2010 (Cth) or other laws where such exclusions are not permitted.

18. Statutory Guarantees and Warranties (Australian Consumers)

18.1 Consumer Definition

Schedule 2 of the Competition and Consumer Act 2010 defines a consumer. If you are a consumer, you have statutory guarantees that cannot be excluded.

18.2 Our Guarantee

If you are a consumer and our services are defective, we will rectify the defect, re-supply the service, or provide a refund as required by law. This is in addition to other rights and remedies under Australian Consumer Law.

19. Limitation of Liability for Non-Consumers

If you are not a consumer within the meaning of the Competition and Consumer Act 2010:

a. to the full extent permitted by law, our liability for breach of an implied warranty or condition is limited to re-supplying the service or paying the cost of re-supply,
b. we accept no liability for consequential loss,
c. we are not liable for content originating from third parties or platforms outside our control.

20. Force Majeure

20.1 Definition

Force Majeure means any event or circumstance beyond our reasonable control, including natural disasters, war, terrorism, government action, internet or telecommunications failures, cyber attacks, or failure of essential suppliers or utilities.

20.2 Effect

If a Force Majeure event prevents or delays performance, we are not liable for the delay or failure. Timelines will be extended by a reasonable period. If the delay continues for more than 30 days, either party may terminate by giving 7 days written notice. We will invoice for work completed to date and may refund any unused portion of fees at our discretion.

21. Dispute Resolution

21.1 Good Faith Negotiation

The parties agree to first attempt to resolve disputes through good faith negotiation.

21.2 Mediation

If the dispute is not resolved within 14 days, the parties agree to attempt mediation before commencing legal proceedings.

21.3 Urgent Relief

Nothing prevents either party from seeking urgent injunctive or interlocutory relief.

22. Chargebacks, Debt Recovery and Collection

22.1 Chargeback Cooperation

If a client initiates a chargeback or payment reversal, the client must cooperate in good faith and provide necessary documentation.

22.2 Debt Recovery

If payment remains outstanding after reasonable collection attempts, Xpert Start may refer the debt to a collection agency or commence legal proceedings.

22.3 Recovery Costs

The client will be liable for reasonable costs incurred in recovering the debt, including collection fees and legal costs.

23. Site Access and Acceptable Use

23.1 Limited Licence

You are granted a limited, non-exclusive, non-transferable licence to access and use our website for personal, non-commercial purposes.

23.2 Prohibited Uses

You must not copy, reproduce, republish, modify, distribute, or display website content without our permission. You must not use data mining tools, robots, scrapers, or automated extraction tools. You must not metatag, mirror, frame, or deep link to our website without consent. You must not engage in unlawful or abusive activity.

23.3 Intellectual Property

All website content is owned by or licensed to Xpert Start and protected by law.

23.4 Enforcement

We may suspend or terminate access for breach, take legal action, and report unlawful activity.

24. Hyperlinks and Third-Party Websites

24.1 Links on Our Website

Links to third-party websites are provided for convenience and do not imply endorsement. We are not responsible for their content or privacy practices.

24.2 Linking to Our Website

You may link to our website provided you do not alter, frame, or reformat content, remove notices, or suggest affiliation or endorsement without consent.

25. Disclaimers

25.1 Website Information

We do not warrant that website information is complete, current, or error free, that the website will be uninterrupted or secure, or that defects will be corrected.

25.2 Virus Protection

We take reasonable steps to protect our website but are not responsible for device or data damage arising from use. You are responsible for adequate virus protection and backups.

25.3 No Warranties

To the extent permitted by law, we exclude all warranties, including merchantability, fitness for purpose, and non-infringement.

26. Privacy and Data Protection

26.1 Data Collection

We collect and use personal information to process orders, deliver services, communicate about projects, and comply with legal obligations.

26.2 Security

We take reasonable steps to secure your information but cannot guarantee absolute security of internet transmissions.

26.3 Privacy Policy

Our Privacy Policy governs how we collect, use, store, and protect personal information in compliance with the Privacy Act 1988 and the Australian Privacy Principles.

26.4 Cookies and Tracking

We use cookies and analytics to improve user experience and determine location for currency conversion. By using our website, you consent to the use of cookies in line with our Privacy Policy.

27. Third-Party Service Providers

27.1 Use of Third Parties

We may engage third parties to process payments, provide hosting or cloud services, or deliver specialised services.

27.2 Information Sharing

We may share client information with third parties only as necessary to provide our services. They are prohibited from using your information for any other purpose.

27.3 Client Responsibility

When we act as your agent to arrange third-party services, you agree to comply with those third-party terms, pay ongoing fees, and release Xpert Start from liability arising from third-party performance.

28. Subcontracting and Non-Solicitation

28.1 Subcontracting

We may use subcontractors, freelancers, or partner agencies. All subcontractors are bound by confidentiality and quality standards. We remain responsible for overall delivery.

28.2 Non-Solicitation

During the project and for 12 months after completion, the client must not directly employ or engage any Xpert Start employee, contractor, or subcontractor introduced by us, without our written consent. A placement fee equal to 25 percent of the individual's annual remuneration applies if breached.

29. Communication and Notices

29.1 Official Communication

All official communications, approvals, and notices must be in writing and sent via:

• Email: info@xpertstart.com.au
• Registered mail to our business address on request

29.2 Verbal Agreements

Verbal agreements, phone calls, or informal messages are not binding unless confirmed in writing by email.

29.3 Response Times

We aim to respond to enquiries within 2 business days.

30. Amendments to Terms

30.1 Right to Amend

We may amend these terms at any time. Updated terms will be published with a Last Updated date.

30.2 Acceptance

Continued use of our website or services after changes are published constitutes acceptance of the updated terms.

30.3 Notification

For material changes, we will try to notify active clients by email. Clients should review the terms periodically.

31. Assignment and Transfer

31.1 Xpert Start's Rights

We may assign or transfer our rights and obligations under these terms to a related entity, successor, purchaser, or service provider.

31.2 Client Restrictions

The client may not assign, transfer, or sublicense their rights or obligations without our written consent.

32. Jurisdiction and Governing Law

32.1 Governing Law

These terms are governed by the laws of New South Wales, Australia.

32.2 Australian Clients

Disputes will be heard in the courts of Sydney, New South Wales, and both parties submit to the exclusive jurisdiction of those courts.

32.3 International Clients

International clients submit to the non-exclusive jurisdiction of the courts of New South Wales. Any judgment may be enforced in the client's home jurisdiction.

32.4 Legal Costs

The prevailing party in legal proceedings may be entitled to recover reasonable legal costs.

33. Severability and Entire Agreement

33.1 Severability

If any provision is invalid, illegal, or unenforceable, that provision will be limited or removed to the minimum extent necessary, and the remaining provisions will continue in full force.

33.2 Entire Agreement

These terms constitute the entire agreement between Xpert Start and the client and supersede all prior communications, proposals, and quotations, except where expressly incorporated by reference.

33.3 Variations

Any variation to these terms must be agreed in writing and signed or accepted in accordance with Clause 4.7.

34. Miscellaneous

34.1 Waiver

Failure or delay to enforce any provision does not constitute a waiver.

34.2 Relationship

Nothing in these terms creates a partnership, joint venture, or employment relationship.

34.3 Survival

Clauses relating to confidentiality, intellectual property, indemnity, limitation of liability, dispute resolution, and jurisdiction survive termination.

34.4 Referral Partner Program

• Referral fees for one-time projects are 10 percent, capped at AUD 400 per project, paid once the client's deposit clears.
• Referral fees for ongoing services are 10 percent of the first month only.
• Warm introductions are required and misrepresentation is prohibited.
• Fees are paid by bank transfer within 14 days of the deposit clearing.
• Program terms may be modified with notice to active partners. Full terms are available on request.

34.5 Annual Rate Review

We may review and adjust hourly rates, project pricing, and service fees annually. Existing clients with active projects will receive 30 days written notice before changes take effect. Changes apply to new projects or services commenced after the notice period. Retainer clients may renew at current rates or terminate with 30 days notice.

35. Contact Information

For any questions, concerns, or inquiries regarding these Terms and Conditions, please contact us:

Xpert Start
M.A Abboud & M Gazilas
ABN: 84 975 008 262

📧 Email: info@xpertstart.com.au
📞 Phone: +61 401 916 644
🌐 Website: www.xpertstart.com.au

By using our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

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