Terms of Service

These General Terms of Service (Terms) govern the provision of services by Solvehop and apply to all proposals, quotes, statements of work, invoices and other agreements that reference these Terms. By engaging Solvehop, paying an invoice, signing a quote or otherwise instructing us to proceed, you agree to be bound by these Terms.

1. Parties

1.1 “Solvehop”, “we”, “us” or “our” means Shellpine Pty Ltd (ABN 59 649 520 801), trading as Solvehop, with principal place of business at 1 / 25 The Links Link, Robina QLD 4226, Australia.

1.2 “Customer”, “you” or “your” means the person or entity identified in the relevant quote, proposal, statement of work, invoice or other ordering document.

1.3 These Terms form an agreement between Solvehop and the Customer (Agreement).

2. Services

2.1 Solvehop provides professional services including (as applicable from time to time):

• Website design and development
• Software integration development (including eCommerce integrations)
• Search engine optimisation (SEO)
• WCAG and accessibility remediation
• Managed hosting and security facilitation via third-party providers
• Ongoing support and maintenance services
• Consulting and advisory services in relation to the above.

2.2 The scope of specific services, deliverables, assumptions, dependencies, estimated timelines and fees will be set out in one or more written documents issued by Solvehop (for example, a proposal, quote or statement of work) (Service Order). If there is any inconsistency between a Service Order and these Terms, the Service Order prevails to the extent of the inconsistency.

2.3 Solvehop may engage employees, contractors and subcontractors to perform any part of the Services. We remain responsible for the overall performance of the Services to you in accordance with this Agreement.

3. Third-party services and hosting

3.1 Some Services require the use of products or services provided by third parties, including but not limited to hosting providers, domain registrars, payment gateways, security providers and software vendors (Third-Party Services).

3.2 You acknowledge that:
(a) Third-Party Services are provided under the terms and conditions of the relevant third party;
(b) liability for performance, uptime, security, availability or defects in Third-Party Services rests with the relevant third party and not with Solvehop; and
(c) Solvehop’s role in relation to Third-Party Services is primarily advisory, configuration, integration or account management, unless expressly stated otherwise in a Service Order.

3.3 You must comply with all applicable third-party terms and pay any third-party fees that apply to your use of Third-Party Services. Where Solvehop pays such fees on your behalf, those fees will be on-charged to you.

3.4 To the extent permitted by law, Solvehop is not responsible for any interruption, delay, error, data loss or other issue caused by Third-Party Services, nor for any act or omission of such third parties.

4. Commencement and term

4.1 This Agreement commences on the earlier of:
(a) the date you accept a Service Order (including by signing, clicking acceptance, or giving written or verbal instructions to proceed); or
(b) the date you first receive Services from Solvehop.

4.2 The Agreement continues until all Services under relevant Service Orders have been completed and all applicable fees have been paid, unless terminated earlier in accordance with these Terms.

4.3 Ongoing support, maintenance or hosting-related arrangements may be specified as continuing or recurring in a Service Order; in that case, the applicable term and renewal rules in the Service Order apply.

5. Fees, expenses and payment

5.1 Fees for the Services will be specified in the relevant Service Order or invoice. Solvehop may charge for Services on a fixed-fee, time-and-materials, retainer or other agreed basis.

5.2 Unless stated otherwise, all fees are exclusive of GST and other applicable taxes, which will be added to your invoice at the prevailing rate.

5.3 Payment terms, including deposit requirements, instalment milestones and due dates, are set out in the relevant Service Order or invoice. Payment terms may vary between projects and are agreed project-by-project.

5.4 Solvehop may require an upfront payment or deposit before commencing any work, and may suspend Services where such payment is not received.

5.5 You must reimburse Solvehop for any pre-approved reasonable out-of-pocket expenses incurred in providing the Services (for example, software licence costs, third-party service fees and travel expenses), provided these are properly itemised.

5.6 If you dispute any amount on an invoice, you must notify Solvehop in writing within 7 days of the invoice date, setting out reasonable details of the dispute. The parties will work together in good faith to resolve any dispute, but you must pay any undisputed portion by the due date.

6. Late payment and suspension

6.1 If you fail to pay any amount by the due date, Solvehop may (without limiting any other rights):
(a) suspend or limit the provision of some or all Services, including disabling access to any hosted environments over which Solvehop has control, until payment is received; and
(b) charge reasonable administrative fees or interest on overdue amounts in line with any rates specified on the relevant invoice, or as otherwise agreed in writing from time to time.

6.2 You are responsible for all costs and expenses (including legal fees on a solicitor-client basis and debt collection agency fees) reasonably incurred by Solvehop in recovering overdue amounts.

7. Customer obligations

7.1 You must:
(a) provide Solvehop with all information, content, assets, credentials, approvals and decisions reasonably required to perform the Services;
(b) ensure that any information or materials you provide are accurate, complete and not misleading;
(c) ensure that any systems, infrastructure, hosting environments or platforms that you control are reasonably secure, properly licensed and suitable for the Services; and
(d) cooperate with Solvehop in a timely manner to avoid delays.

7.2 You are responsible for obtaining and maintaining your own hardware, software, network connections, security controls and other facilities necessary to access and use the Services, except where expressly provided by Solvehop under a Service Order.

7.3 You must not (and must not permit any third party under your control to):
(a) introduce any malicious code, virus or harmful component into any system or environment used or maintained by Solvehop; or
(b) use the Services for any unlawful purpose or in a manner that infringes third-party rights, including intellectual property, privacy, or confidentiality rights.

7.4 If your acts or omissions cause or contribute to any security incident, data loss or system issue, you are responsible for the costs of investigation, remediation and recovery to the extent attributable to you.

8. Solvehop obligations

8.1 Solvehop will perform the Services:
(a) with due care and skill and in a professional manner; and
(b) in accordance with the scope and requirements set out in the applicable Service Order.

8.2 Any estimated timelines or delivery dates are indicative only unless expressly stated as binding in a Service Order. Solvehop will use reasonable efforts to meet agreed timelines, but will not be liable for delays caused or contributed to by you, third parties, or events beyond Solvehop’s reasonable control.

8.3 If Solvehop becomes aware of a material delay or issue affecting delivery of the Services, it will notify you and the parties will discuss appropriate adjustments to timelines, scope and/or fees where necessary.

9. Variations

9.1 You may request changes or additions to the scope of Services (Variation Request). Solvehop will assess the Variation Request and, if accepted, issue revised scope, fees and timeline in writing. Solvehop is not obliged to proceed with any Variation until the revised terms are agreed.

9.2 Where changes arise due to new requirements, dependencies outside Solvehop’s control, or assumptions that prove incorrect, Solvehop may propose a Variation (including revised fees and timelines). If you do not agree to the Variation, Solvehop may reasonably limit or cease the affected Services while delivering any remaining Services under the existing scope.

10. Intellectual property

10.1 Unless otherwise expressly agreed in a Service Order:
(a) all intellectual property rights in pre-existing materials, tools, frameworks, libraries, know-how and methodologies owned or developed by Solvehop (or its licensors) before or outside the scope of the Services remain the exclusive property of Solvehop or its licensors (Solvehop IP);
(b) all intellectual property rights in materials that you provide to Solvehop (Customer Materials) remain your property or the property of your licensors; and
(c) all intellectual property rights specifically created by Solvehop for you in the course of performing the Services, as described in the applicable Service Order (Project Deliverables), will vest in you once you have paid all fees due in relation to those Deliverables.

10.2 On full payment of all relevant fees, Solvehop grants you a non-exclusive, perpetual, worldwide licence to use any Solvehop IP that is embedded in or reasonably required to use the Project Deliverables, solely for your internal business purposes and in connection with the Deliverables, but not to re-sell or commercialise Solvehop IP on a stand-alone basis.

10.3 To the extent Solvehop incorporates third-party components (for example, open-source software or licensed third-party tools) into the Deliverables, your rights to use those components will be subject to the applicable third-party licences, which may contain additional limitations.

10.4 You grant Solvehop a non-exclusive, royalty-free licence to use and modify Customer Materials solely for the purpose of providing the Services.

10.5 You warrant that you have all necessary rights to provide Customer Materials and that their use by Solvehop in accordance with this Agreement will not infringe any third-party rights.

11. Confidentiality

11.1 Each party may receive non-public, confidential or proprietary information from the other party in connection with the Services (Confidential Information).

11.2 Each party must:
(a) keep the other party’s Confidential Information confidential;
(b) not disclose it to any third party except to its personnel, professional advisers or subcontractors who need to know it for the purposes of this Agreement and who are bound by confidentiality obligations; and
(c) not use it for any purpose other than performing or receiving the Services.

11.3 The obligations in this clause do not apply to information that is:
(a) already in the public domain (other than due to breach of this Agreement);
(b) lawfully received from a third party without an obligation of confidence;
(c) independently developed without reference to the Confidential Information; or
(d) required to be disclosed by law, regulation or court order, in which case the receiving party must give the disclosing party reasonable notice (where lawful) and cooperate in limiting the scope of disclosure.

12. Privacy

12.1 Each party must comply with applicable privacy and data protection laws in relation to any personal information handled in connection with the Services.

12.2 Solvehop’s handling of personal information is further described in its Privacy Policy, as published and updated on Solvehop’s website from time to time. By engaging Solvehop, you acknowledge that you have reviewed the Privacy Policy.

12.3 Where you provide personal information (including that of your customers, staff or other individuals) to Solvehop, you warrant that you have obtained all necessary consents and authorisations, and you direct Solvehop to process that personal information as reasonably required to perform the Services.

13. Warranties and disclaimers

13.1 To the extent permitted by law, all implied conditions, warranties and guarantees are excluded, other than any non-excludable rights you may have under the Australian Consumer Law or similar legislation.

13.2 Where any guarantee or warranty cannot lawfully be excluded, Solvehop’s liability for breach of such guarantee or warranty is limited, at Solvehop’s option, to:
(a) re-supplying the relevant Services; or
(b) paying the cost of having the Services re-supplied.

13.3 You acknowledge that:
(a) SEO, accessibility, performance and similar services are influenced by many external factors (including search engine algorithms, user behaviour, third-party content and technology changes) and Solvehop does not guarantee particular rankings, traffic levels, conversion rates or revenue outcomes;
(b) uptime and availability of hosted environments depend on Third-Party Services, and Solvehop does not guarantee continuous or error-free operation; and
(c) software and web development inherently involve bugs or defects; Solvehop will act reasonably to address material defects within the warranty or support period (if any) specified in the Service Order.

14. Limitation of liability

14.1 To the maximum extent permitted by law, Solvehop is not liable for any:
(a) loss of profit, revenue, opportunity, goodwill or anticipated savings;
(b) loss or corruption of data; or
(c) indirect, consequential, special or punitive loss or damage,
in connection with the Services or this Agreement, even if Solvehop has been advised of the possibility of such loss or damage.

14.2 To the maximum extent permitted by law, Solvehop’s aggregate liability arising out of or in connection with this Agreement (whether in contract, tort, statute or otherwise) is limited to the total fees paid by you to Solvehop under the relevant Service Order in the 6 months immediately preceding the event giving rise to the claim.

14.3 Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.

15. Indemnity

15.1 You indemnify Solvehop, its directors, officers, employees and contractors against any loss, damage, expense or liability (including reasonable legal costs) arising from:
(a) your breach of this Agreement;
(b) your infringement of third-party rights (including intellectual property and privacy rights) in connection with your use of the Services or Deliverables; or
(c) any claim by a third party relating to your use or misuse of the Services or Deliverables,
except to the extent caused by Solvehop’s own negligence or breach of this Agreement.

16. Termination

16.1 Either party may terminate this Agreement (or any specific Service Order) by written notice if the other party:
(a) materially breaches this Agreement and fails to remedy the breach within 14 days after receiving written notice specifying the breach; or
(b) becomes insolvent, enters into liquidation or administration, or is otherwise unable to pay its debts as they fall due.

16.2 Either party may terminate a continuing or recurring Service (such as ongoing support or maintenance) for convenience by giving not less than 30 days’ written notice, unless a different notice period is specified in the applicable Service Order.

16.3 On termination for any reason:
(a) Solvehop will cease providing the relevant Services;
(b) you must pay all amounts due for Services performed up to the effective date of termination (including any non-refundable third-party costs committed prior to termination); and
(c) each party must return or, at the other party’s request, securely destroy any Confidential Information of the other party that it holds, subject to any rights or obligations to retain copies under law or for legitimate record-keeping purposes.

16.4 Termination does not affect any rights or remedies that have accrued to either party as at the date of termination.

17. Force majeure

17.1 Neither party is liable for any delay or failure to perform its obligations (other than payment obligations) due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, strikes, government restrictions, or failures of telecommunications or hosting providers.

17.2 If a force majeure event continues for more than 30 days, either party may terminate the affected Services by written notice without additional liability, other than payment for Services performed up to the effective date of termination.

18. Assignment and subcontracting

18.1 You must not assign or transfer your rights or obligations under this Agreement without Solvehop’s prior written consent, which will not be unreasonably withheld.

18.2 Solvehop may assign its rights or obligations under this Agreement to a related entity or purchaser of its business by written notice to you.

18.3 Solvehop may subcontract any of its obligations under this Agreement. Solvehop remains responsible for the acts and omissions of its subcontractors as if they were its own.

19. Relationship of the parties

19.1 The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the parties.

19.2 Neither party has authority to bind the other party or incur obligations on the other’s behalf, except as expressly set out in this Agreement.

20. Notices

20.1 Notices under this Agreement must be in writing and sent by email or other method specified in a Service Order, to the contact details most recently notified by the relevant party.

20.2 A notice is deemed received:
(a) if sent by email, at the time of transmission, unless the sender receives a failed delivery notification; or
(b) if delivered by hand or courier, when delivered.

21. Amendments

21.1 Solvehop may update these Terms from time to time by publishing a revised version on its website. The updated Terms will apply to new Service Orders and to ongoing Services after reasonable notice of the change has been given.

21.2 Any variation to a Service Order must be agreed in writing by both parties.

22. Severability

If any provision of this Agreement is found to be invalid, illegal or unenforceable, that provision is deemed modified to the minimum extent necessary to make it valid and enforceable, and the remainder of the Agreement continues in full force.

23. Governing law and jurisdiction

23.1 This Agreement is governed by the laws of Victoria, Australia.

23.2 The parties submit to the non-exclusive jurisdiction of the courts of Victoria, Australia, and any courts that may hear appeals from those courts, in respect of any proceedings arising out of or in connection with this Agreement.