Terms and Conditions

Digital Hub provides technology consulting, implementation, development, integration and digital transformation services.

Depending on your engagement, our Services may include:

• CRM consulting and implementation;
• ERP consulting and implementation;
• Zoho implementation and customisation;
• Odoo implementation and customisation;
• business process automation;
• workflow development;
• API and third-party integrations;
• AI and intelligent automation solutions;
• website design and development;
• portals and custom applications;
• data migration and transformation;
• system configuration;
• reporting and dashboards;
• software integration;
• communication integrations;
• training and onboarding;
• technical consulting;
• ongoing support and maintenance; and
• other technology services agreed between Digital Hub and the Customer.

The specific Services to be provided will normally be described in a proposal, quotation, Statement of Work (“SOW”), Order Form or other written scope agreed with the Customer.

An agreement between Digital Hub and the Customer is formed when the Customer:

• signs or electronically accepts our proposal or agreement;
• accepts a quotation;
• submits an order;
• pays a deposit or invoice;
• authorises Digital Hub in writing to commence work; or
• otherwise accepts or begins using our Services.

The agreement may consist of:

1. an Order Form, proposal or quotation;
2. a Statement of Work or project scope;
3. any applicable service or product schedule;
4. these Terms and Conditions; and
5. our Privacy Policy.

If there is an inconsistency, the more specific project or service document will generally take precedence over these general Terms to the extent of that inconsistency.

Digital Hub will provide the Services described in the agreed project scope.

The Customer acknowledges that pricing, project timelines and resource allocation are based on the information and requirements available when the project is quoted.

Anything not expressly included in the agreed scope is considered outside the project scope.

Examples may include:

• additional modules;
• additional integrations;
• additional workflows;
• additional reports;
• additional dashboards;
• new API requirements;
• additional data migration;
• additional forms;
• additional user roles or permissions;
• additional websites or pages;
• additional automation;
• changes to previously approved functionality;
• additional training;
• additional documentation; and
• functionality requested after project commencement.

Additional requirements may be treated as a variation and quoted separately.

Successful technology projects require timely cooperation from both parties. The Customer agrees to:

• provide accurate and complete requirements;
• nominate appropriate project contacts and decision-makers;
• provide required information, content and documentation;
• provide access to relevant systems and platforms;
• provide API credentials or facilitate access where required;
• ensure it has authority to provide Digital Hub with access to its systems and data;
• review deliverables promptly;
• provide feedback and approvals within reasonable timeframes;
• participate in discovery, testing and training;
• perform User Acceptance Testing (“UAT”);
• verify migrated data;
• maintain appropriate backups where required;
• obtain any necessary third-party licences;
• comply with third-party software terms;
• maintain appropriate cybersecurity controls; and
• pay invoices in accordance with the agreed payment terms.

Digital Hub will not be responsible for delays resulting from the Customer’s failure to provide information, access, approvals, decisions, resources or other dependencies required for the project.

Project timelines may be adjusted accordingly.

Any implementation date, completion date, milestone or project schedule provided by Digital Hub is an estimate unless expressly stated otherwise in writing.

Project timelines may be affected by:

• Customer response times;
• delayed approvals;
• changes to requirements;
• third-party software;
• API availability;
• vendor response times;
• data quality;
• integration complexity;
• external suppliers;
• technical limitations;
• additional scope; or
• circumstances outside Digital Hub’s reasonable control.

Where a Customer delay materially affects the project schedule, Digital Hub may reschedule resources and provide a revised delivery timeframe.

Technology projects frequently evolve after discovery or development begins. A request may be considered a variation where it changes the agreed scope, functionality, assumptions, design, integration, workflow or project requirements.

Digital Hub may provide:

• a separate quotation;
• an estimated number of additional hours;
• a revised project price;
• a revised timeline; or
• an updated Statement of Work.

Where reasonably practicable, Digital Hub will obtain Customer approval before commencing material additional chargeable work.

Minor requests may, by agreement, be deducted from an existing support package or charged at the applicable hourly rate.

Digital Hub commonly implements and integrates third-party platforms. These may include CRM, ERP, accounting, cloud, communications, AI, automation, payment, marketing and other technology platforms.

Third-party products and services are governed by the relevant provider’s own:

• licence terms;
• subscription terms;
• privacy policies;
• service levels;
• usage restrictions;
• pricing;
• data-processing terms; and
• acceptable-use policies.

Unless expressly agreed otherwise, Digital Hub does not own or control third-party platforms.

The Customer is responsible for maintaining the required licences and subscriptions.

Digital Hub is not responsible for failures or changes caused by a third-party provider, including:

• outages;
• API changes;
• feature changes;
• discontinued functionality;
• pricing changes;
• licensing changes;
• security restrictions;
• authentication changes;
• platform updates; or
• discontinuation of a service.

Where such a change requires Digital Hub to modify an integration or solution, that work may be chargeable.

Where Digital Hub arranges or resells third-party software licences, the Customer remains subject to the software vendor’s applicable terms and conditions.

Unless otherwise agreed, recurring subscriptions continue for the agreed subscription period and are billed according to the applicable billing cycle.

Vendor pricing may change from time to time.

Where a vendor changes its wholesale pricing, licence model, currency conversion, taxes or other charges, Digital Hub may adjust the corresponding Customer pricing by providing reasonable notice where practicable.

Where Digital Hub performs data migration, the Customer is responsible for the quality, accuracy, completeness and legality of the source data supplied.

Data migration may require:

• cleansing;
• formatting;
• field mapping;
• deduplication;
• transformation;
• validation; and
• manual correction.

Unless expressly included in the project scope, extensive data cleansing or correction is not included in standard migration pricing.

The Customer must review migrated information during testing and notify Digital Hub of identified migration issues within the agreed testing period.

The Customer should maintain an appropriate backup or export of the source data before migration.

Digital Hub may develop integrations between different systems using APIs, webhooks, middleware or other technologies.

The Customer acknowledges that integrations depend upon third-party platforms continuing to provide compatible functionality and access.

Digital Hub cannot guarantee that an integration will continue operating indefinitely where a third party changes:

• its API;
• authentication method;
• data structure;
• permissions;
• licensing;
• security requirements;
• rate limits; or
• supported functionality.

Changes required because of third-party platform modifications may be treated as support, maintenance or additional project work.

Digital Hub may implement solutions incorporating artificial intelligence, machine learning, generative AI or automated decision-support technologies.

The Customer acknowledges that AI-generated output may not always be accurate, complete or suitable for every purpose.

Unless expressly agreed otherwise, AI-generated content or recommendations should not be treated as professional legal, medical, financial or other regulated professional advice.

The Customer remains responsible for determining whether automated workflows and AI outputs are appropriate for its business processes.

Where AI services are provided by third parties, their availability, performance, data processing and functionality are also subject to the relevant provider’s terms.

Before a project or major implementation goes live, the Customer may be required to conduct User Acceptance Testing.

The Customer should test:

• workflows;
• forms;
• integrations;
• automations;
• permissions;
• reports;
• migrated data;
• notifications; and
• other relevant functionality.

The Customer must report identified issues within the agreed testing period.

Approval to proceed to production or go-live constitutes acceptance that the solution has been reviewed and is substantially ready for operational use, subject to any outstanding agreed items and rights that cannot lawfully be excluded.

A project may be considered accepted when:

• the Customer provides written acceptance;
• UAT has been completed;
• the Customer instructs Digital Hub to proceed with go-live;
• the system is placed into production at the Customer’s request; or
• the Customer begins materially using the completed solution in normal business operations.

Minor defects or outstanding items that do not materially prevent the system from operating for its intended purpose will not necessarily prevent project acceptance.

Ongoing support and maintenance are not included unless expressly stated in the applicable proposal, quotation or service agreement.

Support services may include:

• troubleshooting;
• system administration;
• workflow modifications;
• minor configuration changes;
• user assistance;
• integration troubleshooting;
• software updates;
• report changes;
• automation changes;
• data assistance;
• training;
• vendor liaison; and
• general consulting.

Support may be provided under:

• a monthly support agreement;
• prepaid support hours;
• a managed service agreement; or
• time-and-materials billing.

Project development and ongoing support are separate services unless expressly bundled.

Where Digital Hub has developed or configured functionality specifically for the Customer, Digital Hub will use reasonable efforts to correct reproducible defects that cause the delivered functionality to materially differ from the agreed specification.

A defect does not include an issue caused by:

• functionality outside the agreed scope;
• new requirements;
• third-party software changes;
• Customer modifications;
• another provider modifying the solution;
• incorrect Customer configuration;
• incorrect or incomplete data;
• external API changes;
• unsupported software;
• operating system or browser changes;
• vendor updates; or
• misuse of the system.

Unless otherwise stated in the project proposal, Digital Hub’s project warranty period is 90 days from project go-live for defects relating directly to Digital Hub’s original project work.

This contractual warranty is in addition to any rights or remedies that cannot lawfully be excluded.

The Customer agrees to pay the fees specified in the relevant quotation, proposal, Order Form or Statement of Work.

Unless otherwise specified:

• prices are exclusive of GST;
• invoices are payable according to the payment terms shown on the invoice or proposal;
• recurring services may be billed monthly, quarterly or annually;
• project payments may be linked to deposits or milestones;
• third-party licence charges may be billed in advance; and
• additional approved work will be invoiced separately.

Digital Hub may require a deposit before commencing project work.

If an invoice becomes overdue, Digital Hub may, subject to applicable law:

• contact the Customer regarding payment;
• suspend non-critical project work;
• suspend support services;
• postpone project milestones;
• suspend access to Digital Hub-controlled services where reasonably necessary; and
• recover reasonable debt collection costs where permitted.

Digital Hub will take reasonable steps to notify the Customer before suspending material services because of non-payment.

The Customer remains responsible for undisputed amounts owing.

Each party retains ownership of intellectual property it owned before the engagement.

The Customer retains ownership of its:

• business data;
• logos;
• trademarks;
• documents;
• photographs;
• written content; and
• other Customer-supplied materials.

Unless otherwise agreed in writing, once all applicable project invoices have been paid, the Customer receives the rights expressly stated in the applicable proposal or Statement of Work to Customer-specific deliverables created for the project.

Digital Hub retains ownership of its pre-existing and reusable intellectual property, including:

• methodologies;
• templates;
• frameworks;
• libraries;
• connectors;
• development techniques;
• generic workflows;
• know-how;
• tools;
• utilities; and
• reusable components.

Third-party software remains the property of the applicable third-party owner.

The Customer warrants that it has the necessary rights and permissions to provide all content, data, images, documents, trademarks and other materials supplied to Digital Hub.

The Customer grants Digital Hub the limited rights necessary to use those materials solely for providing the Services.

Digital Hub does not acquire ownership of Customer data through providing the Services.

Each party may receive confidential information belonging to the other party.

Both parties agree to take reasonable steps to protect confidential information and not disclose it except:

• as required to provide the Services;
• to employees, contractors or professional advisers who need the information;
• where authorised by the other party; or
• where required by law.

Confidentiality obligations continue after termination of the Agreement.

Digital Hub handles personal information in accordance with its Privacy Policy and applicable Australian privacy requirements.

Where Digital Hub processes personal information on behalf of the Customer, each party is responsible for complying with its own applicable privacy and data protection obligations.

The Customer is responsible for ensuring it has appropriate authority and notices in place for information it instructs Digital Hub to process.

Digital Hub will take reasonable measures appropriate to the Services to protect systems and information under its control.

However, no technology environment can be guaranteed to be completely secure or continuously available.

The Customer is responsible for maintaining appropriate security practices for systems under its control, including:

• passwords;
• multi-factor authentication;
• user permissions;
• endpoint security;
• backups;
• administrator access; and
• removing access for former employees.

The Customer must promptly notify Digital Hub of any suspected compromise affecting systems managed or integrated by Digital Hub.

Unless backup services are specifically included in the Customer’s agreement, the Customer remains responsible for maintaining appropriate backups of its business information and systems.

Digital Hub recommends maintaining appropriate backups before significant migrations, integrations, upgrades or system changes.

The Customer must keep login credentials and administrator access secure.

Credentials supplied to Digital Hub must only be used for authorised project or support activities.

Where practicable, Digital Hub recommends the use of dedicated administrative accounts rather than sharing individual employee passwords.

Digital Hub will use reasonable efforts to provide Services professionally and reliably.

However, unless a specific Service Level Agreement states otherwise, Digital Hub does not guarantee uninterrupted or error-free availability of:

• websites;
• cloud platforms;
• APIs;
• integrations;
• AI services;
• third-party applications;
• telecommunications networks; or
• internet services.

Scheduled maintenance, emergency maintenance and third-party outages may affect service availability.

Digital Hub will perform professional services with reasonable care and skill.

Technology recommendations are based on information available to Digital Hub at the relevant time.

The Customer remains responsible for its business decisions and for determining whether a particular solution meets its legal, regulatory, operational or industry-specific requirements unless Digital Hub has expressly agreed in writing to provide advice concerning those requirements.

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy that cannot lawfully be excluded under the Australian Consumer Law or other applicable legislation.

Where the Australian Consumer Law applies, the Customer retains all rights and remedies available under that law.

Any limitation or exclusion contained in these Terms applies only to the maximum extent permitted by law.

To the maximum extent permitted by law, Digital Hub will not be liable for indirect, incidental, special or consequential loss arising from the Services, including loss resulting from circumstances outside Digital Hub’s reasonable control.

Where permitted by law, Digital Hub’s aggregate liability arising from a particular Service or project will be limited to the fees paid or payable to Digital Hub for the affected Service during the 12 months immediately preceding the event giving rise to the claim, or the total project fees for a one-off project, whichever is applicable.

This clause does not limit liability where doing so would be prohibited by law.

Digital Hub is not responsible for loss or service interruption caused solely by third parties outside our reasonable control, including:

• software vendors;
• hosting providers;
• telecommunications carriers;
• internet providers;
• cloud providers;
• domain registrars;
• payment providers;
• AI providers;
• API providers; or
• other external technology platforms.

Where appropriate, Digital Hub will reasonably assist the Customer in working with the relevant provider.

Additional work may be chargeable.

Neither party will be responsible for delay or failure to perform an obligation where the delay is caused by circumstances beyond its reasonable control.

Examples may include:

• natural disasters;
• fire;
• flood;
• pandemic;
• government restrictions;
• major telecommunications failures;
• widespread internet outages;
• cloud infrastructure failures;
• cyber incidents affecting external providers;
• industrial disputes; or
• other events beyond reasonable control.

Payment obligations for Services already supplied are not excused by this clause.

Digital Hub may suspend Services where reasonably necessary if:

• invoices remain materially overdue;
• the Customer materially breaches the Agreement;
• continued service creates a material cybersecurity risk;
• Digital Hub reasonably believes systems are being used unlawfully;
• a third-party provider requires suspension; or
• suspension is required by law.

Where practicable, Digital Hub will provide notice and a reasonable opportunity to remedy the issue.

Either party may terminate an ongoing service agreement by providing the notice specified in the applicable proposal, Order Form or service schedule.

If no notice period is specified for a month-to-month service, 30 days’ written notice will apply.

A fixed-term agreement may only be terminated early in accordance with the applicable agreement and applicable law.

Either party may terminate an Agreement for a material breach that is not remedied within a reasonable period after written notice, where the breach is capable of remedy.

Digital Hub may terminate immediately where continued provision of Services would be unlawful or creates an unacceptable security risk.

Upon termination:

• Digital Hub will cease providing the terminated Services;
• outstanding invoices become payable in accordance with their payment terms;
• fees for work already performed remain payable;
• approved third-party commitments may remain payable;
• the Customer should arrange export or transition of relevant data where applicable; and
• each party must return or securely handle confidential information as reasonably required.

Where transition assistance is requested, Digital Hub may provide it at the applicable professional services rate unless otherwise agreed.

Where the Customer cancels a project after commencement, the Customer must pay for:

• Services already performed;
• completed milestones;
• approved variations;
• committed third-party costs; and
• other non-cancellable costs reasonably incurred for the project.

Any treatment of prepaid amounts will be determined according to the work completed, committed costs, the applicable agreement and rights available under law.

During the engagement and for a reasonable period afterwards, neither party should directly solicit for employment personnel of the other party who were materially involved in the engagement, except through general recruitment advertising not specifically targeted at those personnel.

Any restriction under this clause applies only to the extent permitted by law.

Unless the Customer requests otherwise in writing, Digital Hub may identify the Customer as a Digital Hub customer and may use the Customer’s name and logo in general customer lists or portfolio materials.

Digital Hub will not disclose confidential project information through marketing activities without appropriate permission.

The Customer may withdraw permission for future marketing use by contacting Digital Hub.

If a dispute arises, both parties agree to first attempt to resolve the matter through good-faith discussions.

The party raising the dispute should provide reasonable details of the issue.

Appropriate representatives from both parties should then attempt to resolve the matter.

If the dispute cannot be resolved informally, either party may pursue the remedies available to it under applicable law.

Nothing in this clause prevents either party from seeking urgent interlocutory or injunctive relief where appropriate.

These Terms are governed by the laws of Victoria, Australia.

Subject to applicable law, the parties submit to the jurisdiction of the courts of Victoria and courts entitled to hear appeals from those courts.

Neither party may assign material rights or obligations under an Agreement without the other party’s consent, which must not be unreasonably withheld, except as part of a genuine corporate restructure, merger or sale of substantially all of the relevant business, subject to applicable law.

If any provision of these Terms is found to be invalid or unenforceable, that provision will be read down or severed to the extent necessary.

The remaining provisions will continue to operate.

A failure or delay by either party to exercise a right does not constitute a waiver of that right.

A waiver is effective only when clearly communicated by the party granting it.

Digital Hub may update these Terms from time to time to reflect changes to our Services, technology, business practices or applicable law.

Updated Terms will be published on our website with a revised “Last Updated” date.

For an existing fixed-term project or service agreement, a material change will not retrospectively alter agreed commercial terms unless permitted by the Agreement or agreed between the parties.

Formal notices under an Agreement should be provided by email or another written method specified in the relevant proposal, Order Form or agreement.

A notice is considered received when reasonably capable of being accessed by the recipient, subject to applicable law.

The applicable proposal, quotation, Statement of Work, Order Form, service schedules, these Terms and any documents expressly incorporated into them constitute the agreement between the Customer and Digital Hub concerning the relevant Services.

They replace prior discussions or representations concerning the same subject matter, except where applicable law provides otherwise.

Questions regarding these Terms and Conditions can be directed to contact us.

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