Legal

Version 4.2 - Last updated 8 September 2026

Noknok Studios Customer Terms

Version 4.2 | Document effective date: 8 September 2026

This is a public reference copy. Your agreement is governed by the exact documents offered to and accepted by you, including any valid later change. Publishing this page does not change an existing agreement, form a new one, authorise a payment or start a recurring service.

The current release scope is Standard Evergreen and Evolving projects. References to Tailored, Custom or Managed arrangements in these shared terms do not make those arrangements available. Any offer must identify the applicable approved documents before acceptance.

These Customer Terms apply only when Noknok identifies them as part of the agreement for a particular project or service and that agreement is formed under section 2.

1. Agreement, parties and document architecture

1.1 Parties

These Terms are between Noknok Studios Pty Ltd (Noknok, we, us or our) and the customer identified in the applicable Order or Statement of Work (you or your). The customer record must identify the legal person or entity entering the agreement, including any relevant trading name.

1.2 Agreement documents

Your agreement with us (Agreement) consists only of these Terms and the customer-specific and service documents expressly identified as applying to the project or service (Agreement Documents). Depending on the engagement, they may include:

an Order for an Evergreen or Evolving fixed-package project;
a Statement of Work for a Custom Project;
a customer-confirmed Scope Summary for a Fixed-Package Project;
an applicable process or service Schedule; and
an accepted Variation, service election or other record that expressly creates or changes a contractual right or obligation.

A quote, proposal, purchase order, invoice, website page, email, meeting note or project plan does not form part of the Agreement merely because it relates to the work. Terms in your purchase order or procurement document do not apply unless we expressly accept them as an Agreement Document.

The Website Terms of Use govern ordinary use of our public website. The Privacy Policy is a public notice. Neither forms part of the Agreement merely because it is published, linked or made available, unless an accepted Agreement Document deliberately incorporates a specified provision.

1.3 Priority and change

Agreement Documents should be read together. If they are genuinely inconsistent about the same matter:

a later accepted Variation, election or other customer-specific change record prevails only for the matter it clearly changes;
the Order, Statement of Work or another accepted customer-specific record prevails for its customer-specific identity, scope, price, timing, responsibility or service detail;
an applicable Schedule prevails for the process or service it governs; and
these Terms otherwise prevail.

A later record does not rewrite unrelated parts of the Agreement. Publication of a new document, continued participation or continued use does not by itself change an accepted Agreement.

1.3A Standard and Tailored application

The identified commercial arrangement is either Standard or Tailored. A Tailored Deal is individually negotiated for exactly one website under an Evergreen Order, Evolving Order or Custom SOW; it does not change the product’s scope. A second website requires a separate arrangement. The accepted Order or SOW must expressly identify Tailored and its payment and service schedule. Missing terms are not supplied by Standard defaults.

For Tailored Deals, sections 2.5, 5.5, 8.7, 9.4 and 14.6–14.8 state the common commercial provisions. The matching Process and Hosting Schedules expressly adopt those provisions within their own process and service remit; an Order need not override a conflicting Schedule. Negotiated figures and dates belong in the accepted schedule. Departures from the common Tailored exit provisions must be expressly identified and reviewed, then accepted by the customer. A departure cannot remove non-excludable rights.

The Standard fixed-package formation, Deposit, guarantee and payment rules remain in sections 2.1, 5.2–5.3, 6 and 14.4. Their Standard-specific mechanics do not apply to Tailored Deals. Custom scope and review remain governed by section 7 and the SOW. Nothing applies this revision retrospectively.

1.4 Key terms

Actual Launch means the point at which an approved website becomes live in its intended production environment after required payment and material launch dependencies are satisfied.
Custom Project means a project governed by an accepted customer-specific Statement of Work (SOW).
Final Approval means express approval of the identified website or release for launch. For Standard fixed packages it also authorises the exact displayed one-off amount after the Deposit credit and accepted Variations then due. For Tailored Deals its build-price and payment effects are stated in section 5.5; Custom objective acceptance criteria remain in the SOW.
Fixed-Package Project means an Evergreen or Evolving project governed by an accepted customer-specific Order and the Fixed-Package Process Schedule.
Order means the customer-specific record identifying a Fixed-Package Project, its package, Standard or Tailored arrangement, price, applicable payment schedule and Agreement Documents.
Recurring Service means an ongoing service affirmatively selected through the applicable service election or the identified negotiated Tailored service schedule under section 9.4.
Schedule means a process or service schedule expressly identified as applying to the Agreement.
Scope Summary means the affirmatively confirmed customer-specific fixed-package scope record.
Variation means a clear, accepted change to an existing project or service.

2. Formation and customer authority

2.1 Standard Fixed-Package Projects

A Fixed-Package Project agreement forms only when:

an authorised customer representative records unambiguous acceptance of the applicable Order, these Terms and each Schedule identified in the Order; and
payment of the AUD 500 including GST Deposit succeeds.

Neither event alone forms the fixed-package agreement or obliges us to commence. A failed or incomplete payment, saved payment method, unfinished checkout step or informal indication of interest is insufficient.

If payment fails, you may correct the payment method and try again. If the offered package, price or Agreement Documents materially change before a later successful payment, the changed item must be shown and accepted before formation.

The Deposit is a refundable project part-payment in the circumstances stated in the Order and Fixed-Package Process Schedule and is credited once against the accepted project price. While the project remains active under that process, formation protects the accepted price and provides access to available production capacity. It does not promise a numbered queue position, particular start date or immediate commencement.

Formation does not mean that the project has passed human suitability review, that substantive customer-specific scope has been confirmed or that production has begun.

2.2 Custom Projects

A Custom Project agreement forms when an authorised representative validly accepts the SOW and these Terms in the manner stated in the SOW.

A Deposit stated in the SOW is a condition to commencement and resource reservation, not an additional formation event. If it is not paid as required, we may withdraw from or terminate the Custom Project before work begins, subject to the SOW and applicable law.

Fixed-package formation, Deposit, Voluntary Guarantee, delivery-target and Final Approval mechanics do not apply unless the SOW expressly adopts a particular provision.

2.3 Authority

A person accepting an Agreement Document or giving a project, payment or service instruction represents that they are at least 18 years old, are authorised to bind the customer for that action and have obtained any required internal approval.

You must identify an authorised representative and tell us if their authority changes. We may reasonably rely on that representative’s communication or action and may seek proportionate evidence of authority where circumstances require it.

A stored payment method does not by itself authorise a project or recurring charge.

2.4 Referral independence

A referral indication, ambiguity, competing claim, record error or referral-system failure does not prevent or invalidate formation if the requirements above are otherwise satisfied. Referral administration is separate from your Agreement and cannot change your price or project rights.

2.5 Tailored formation and commencement

A Tailored Agreement forms when your authorised representative expressly accepts the identified negotiated Order or SOW, payment and service schedule, these Terms and the identified Schedules. Express email acceptance may do this if it identifies those terms and your agreement to them. An internal admin entry records evidence of acceptance; it does not create customer agreement. An unsent proposal or an unsupported assertion of acceptance is insufficient evidence of an agreed Deal.

Work may start only after the commencement requirement stated in the accepted schedule and the applicable scope, suitability and operational dependencies are satisfied. The commencement amount may expressly be zero; that creates no payment receipt. A positive commencement requirement must be paid as agreed before work starts. It is not a second formation event or the Standard Deposit rule.

3. Scope, assumptions and changes

3.1 Sources and boundaries of scope

The project scope consists only of the deliverables, inclusions, exclusions, assumptions, dependencies and responsibilities stated in the applicable accepted Agreement Documents.

For a Fixed-Package Project, the Order, each substantive Scope Summary affirmatively confirmed by you and accepted Variations govern customer-specific scope. For a Custom Project, the SOW and accepted Variations govern scope.

Discussions, examples, concepts, references, preferences, estimates and working documents do not expand scope unless incorporated into an accepted Agreement Document. Ordinary implementation detail may be resolved through professional judgement where it remains consistent with the agreed objective, deliverables, price, material timing, technology and responsibility allocation.

Fixed packages are not unlimited merely because they have no simplistic public page cap. The confirmed Scope Summary and accepted Variations bound the project. Material bespoke functionality, complex integrations, unusual infrastructure or requirements that change the standard delivery model may be separately scoped, offered as a Variation, moved to Custom or declined within the fixed price.

3.2 Fixed-package Scope Summary

Every substantive fixed-package Scope Summary requires affirmative customer confirmation before production. It should identify enough customer-specific objective, page-group, functionality, inclusion, exclusion, dependency and third-party information to make the bargain clear.

A pure clerical or factual correction may be made without a Variation if it does not change substantive scope, price, responsibility, risk or the commercial bargain. A substantive change requires acceptance through the applicable scope or Variation process.

3.3 Variations

Either party may propose a Variation. It becomes binding only when an authorised representative clearly accepts it in writing, through an electronic action or by another reliable documented method.

Before separately chargeable work begins or a material customer-specific third-party commitment is incurred, the proposal must state, as applicable, the change, price or credit, payment timing, material timing effect, new responsibility or dependency, third-party cost and any relevant project-end treatment.

A fixed-package Variation offered while the Voluntary Guarantee remains available must not silently narrow rights concerning the original confirmed scope and must state its treatment if the project ends or the guarantee is exercised.

Silence, continued participation, invoice issue or payment of another amount does not accept a Variation. If it is not accepted, the existing Agreement remains unchanged and we need not undertake the proposed additional work or commitment.

A requested reduction does not automatically reduce the price. We may agree a credit where it materially avoids unperformed work or cost, having regard to work already performed and unavoidable commitments.

3.4 Assumptions, third-party change and costs

Unless verification is expressly included, we may reasonably rely on information, access and instructions supplied by you or an identified third party. If a material assumption is wrong or a third-party platform, browser, API, plugin or service changes, the practical effect may be addressed through the existing scope, an accepted Variation, a reasonable alternative or ending the affected work where appropriate.

We do not guarantee that a third-party product or service will remain available, compatible or unchanged.

A material customer-specific third-party cost, licence, subscription or pass-through commitment not already included in the accepted price must be disclosed and allocated before we bind you to it or incur it for you. Initial configuration does not make an ongoing fee or licence included indefinitely.

4. Customer responsibilities

4.1 Information, decisions and review

You must provide accurate and complete information, content, access, decisions, feedback and approvals reasonably required for the project or service, and notify us of material corrections. Feedback should be clear and reasonably consolidated through the agreed channel.

Before approval or publication, you must reasonably review customer-controlled business facts, contact details, links, offers, prices, legal notices and other material content. You remain responsible for your products, services, regulatory obligations and business operations.

A customer-controlled delay, omission or inaccuracy may pause affected work, adjust a target date, prevent production or launch, or require a proposed Variation. It does not approve work, accept a material change, authorise payment or create recurring consent.

4.2 Rights, lawful use and claims

You must have the rights, licences, permissions, consents and lawful authority needed for materials, data, instructions, accounts and systems you provide or direct us to use.

You must not require us to create, publish or support unlawful, misleading, defamatory, infringing, malicious or materially risky content or activity. You are responsible for the accuracy and lawfulness of customer-controlled claims, qualifications, credentials, testimonials, regulated statements and privacy notices.

This allocation does not remove our responsibility for our own representations, design, implementation, processing, security, hosting or maintenance acts within the services we supply.

4.3 Accounts, access and security

You must provide authorised access to relevant domains, accounts, systems, licences and technical contacts; maintain customer-owned subscriptions and licences allocated to you; protect credentials; and notify us of suspected compromise that may affect the project or service.

Do not provide sensitive personal information or unusually high-risk data unless it is necessary for the agreed work and we have agreed an appropriate handling method.

5. Prices, GST, invoices and payment

5.1 Prices and GST

Amounts are in Australian dollars. Unless an accepted customer-specific record clearly states otherwise, customer-facing totals are inclusive of GST to the extent GST is payable, and the accepted total is authoritative.

Public prices may change prospectively for future offers or service periods. A public change does not retrospectively rewrite an accepted project price or paid service period. We will provide invoices, receipts or adjustment documents required by law.

5.2 Project prices and Deposits

The Order or SOW states the project price, Deposit, instalments or milestones, due dates and accepted third-party costs.

For a Standard Fixed-Package Project, the Deposit is AUD 500 including GST and is credited once against the accepted project price. That price remains protected while the project remains active under the Fixed-Package Process Schedule. If the project is fairly closed or ends, later work or recommencement may require a new date, quote or agreement.

For a Custom Project, the SOW states the Deposit and payment schedule. The same work, milestone or price component cannot be recovered twice.

5.3 Payment authority and failed charges

A charge may be made only under valid authority for the disclosed amount or calculation basis. Saving a payment method, paying a Deposit, accepting an Agreement Document or authorising one charge does not authorise a different charge.

For a Standard Fixed-Package Project, Final Approval is the one explicit action that both approves the identified website or release for launch and authorises the exact displayed one-off amount after applying the Deposit credit and accepted Variations then due. No different amount may be charged under that action. A later one-off amount requires separate authority.

A Recurring Service and recurring payment authority remain separate under section 9.

If the authorised fixed-package charge fails, Final Approval remains effective. The failure does not authorise a different amount, create recurring consent or reverse approval. Launch and final handover may wait while you are given a reasonable opportunity to correct payment.

5.4 Invoices, disputes and overdue amounts

An invoice is payable at the time authorised by the applicable Agreement Document. If you dispute an invoice, tell us in writing, identify the item and explain the reason. You must pay the undisputed part by its due date. We will review a genuine dispute in good faith and provide reasonable supporting information.

An invoice does not create an amount not otherwise authorised or payable. If an undisputed amount remains overdue after written notice and a reasonable opportunity to pay, we may take proportionate action under section 14, including pausing affected work or withholding launch or handover not yet due.

5.5 Tailored payment schedule, approval and early repayment

The accepted schedule states the build price; each payment’s amount and calendar due date; its build, Hosting and Care allocations; component totals; any commencement and launch-payment requirements; and the separate service entitlement dates or agreed date rules. It discloses any build stages and their values and unavoidable commitments relevant to cancellation before acceptance. Instalments and allocations must reconcile exactly to the accepted component totals. No interest, finance fee or early-repayment fee applies under these common provisions.

Calendar instalments may fall due before Final Approval or Actual Launch. Neither event silently reschedules them. Before Final Approval, the whole unpaid build price is not due merely because instalments have fallen due. Cancellation replaces the abandoned schedule with the account under section 14.6; material Noknok-caused delay follows section 14.7.

Your explicit Final Approval establishes the commitment to the remaining build price, payable according to the accepted schedule. The remaining build balance is the agreed build price less amounts already credited to the build. Final Approval does not accelerate future instalments or independently authorise an immediate charge. A payment may be collected only under authority covering its amount or calculation and date; a mandate, invoice or saved payment method alone does not change the bargain.

You may repay the remaining build balance early without a fee. We apply that payment once to the build, remove future build instalments and confirm the revised collection amounts. Hosting and Care services, agreed prices and service prepayments continue unchanged unless separately changed. We retain the original schedule and payment history. Equal combined instalments may have unequal component allocations only as disclosed in the accepted schedule; we cannot silently move a service allocation into the build or change allocations to fix funding or rounding.

6. Fixed-package master principles

The suitability, scope and non-deeming principles apply to both arrangements. The Deposit refund, Voluntary Guarantee, Continue with project and one-off balance provisions in this section apply only to Standard. Tailored payment, cancellation and launch follow sections 5.5, 8.7 and 14.6–14.8 and the Tailored branch of the Process Schedule.

6.1 Process boundary

The Fixed-Package Process Schedule is the canonical home for intake, human suitability review, substantive scope confirmation, production start, delivery targets, the Voluntary Guarantee, feedback, first revision, reasonable refinements, inactivity, Final Approval and launch. The Order states the package, price, Deposit and applicable documents; the confirmed Scope Summary and accepted Variations state customer-specific scope.

A target is not an unconditional guarantee. Its start, dependencies and permitted adjustments are governed by the Process Schedule.

6.2 Suitability and Voluntary Guarantee

A Fixed-Package Project remains subject to genuine human suitability review and confirmed substantive scope before production. We may request proportionate information, confirm the selected package, offer a necessary or optional alternative, refer the work to Custom or decline the project under the Process Schedule.

Before we accept the project following suitability review, you may withdraw and receive the applicable full Deposit refund. If we decline the project, the applicable full refund is also due. If a necessary suitability change is not accepted and the original project cannot proceed, the project ends with the applicable full Deposit refund. Declining an optional proposal does not automatically end an otherwise viable original project.

The Voluntary Guarantee and its decision process are stated in the Order and Process Schedule and are additional to non-excludable rights. A valid full refund ends future project obligations, subject to the refund, accrued rights and provisions that survive by nature.

Silence, inactivity, use of a website, substantial work, invoice issue, expiry of a Voluntary Guarantee opportunity or project closure does not by itself approve a website, create Final Approval, authorise the ordinary fixed-package balance, accept a material change or select a Recurring Service.

A Continue with project action may end the ordinary Voluntary Guarantee under the Process Schedule, but is not Final Approval and does not authorise the balance or a recurring charge.

Final Approval must identify the website or release and the exact one-off amount. Actual Launch occurs only after required payment and material launch dependencies are satisfied. Failure to select a Recurring Service does not prevent Final Approval or the one-off payment.

6.4 Inactivity and closure

After prolonged material customer inactivity and a clear final notice, we may close and archive the project, release capacity and end future obligations to continue it on the original timetable. Closure does not create Final Approval, recurring consent or an unauthorised balance.

If you later return, resumption is at our discretion and may require a new start date, updated scope, current quote, recommencement arrangement or new agreement. These Terms create no exact inactivity period.

7. Custom Projects

7.1 SOW controls

Each Custom Project is governed by its SOW and these Terms. The SOW must state the project-specific objective, deliverables, exclusions, assumptions, dependencies, price, Deposit, payment plan, delivery approach, changes, acceptance and handover, together with any proposed ongoing-service dependency. Any paid Recurring Service remains subject to section 9.

7.2 Review and acceptance

The SOW must include objective acceptance criteria and a fair review and completion mechanism suitable for the project. Dates are targets unless expressly stated to be binding.

Silence, payment or ordinary use does not by itself constitute acceptance under these Terms. Any different objective acceptance event must be suitable for the project, stated clearly in the SOW and provide a reasonable review opportunity. A new or changed requirement is not a defect and is handled through the Variation process.

7.3 Deposit, delay invoicing and ending

The SOW Deposit is a commencement and resource-reservation condition. We may defer commencement until it and other stated conditions are satisfied.

Customer-delay invoicing applies only if the SOW expressly adopts it and states an objective trigger and allocation method. It must be limited to work performed and approved commitments, credit prior payments and avoid double recovery.

The SOW governs project-specific cancellation, suspension and termination consequences. Any final account must transparently identify work supplied, accepted commitments, prior payments, refunds and the resulting balance.

8. Intellectual property, licences, handover and portability

8.1 Material categories and Customer Materials

Customer Materials are content, data, trade marks, designs, software, systems, instructions and other material supplied or made available by or for you. You retain your rights in them and grant us a non-exclusive, worldwide, royalty-free licence to use, copy, adapt, host and disclose them only as reasonably needed to perform the Agreement, obtain accepted services and exercise the limited portfolio permission in section 16.

Customer-Specific Deliverables are the final deliverables expressly identified for handover and created specifically for your project, excluding Provider Tools and Third-Party Materials.

Provider Tools are our or a provider’s reusable or non-customer-specific code, libraries, components, templates, frameworks, methods, systems, tools, accounts, credentials, automation, security tooling, processes and know-how.

Third-Party Materials are software, platforms, plugins, themes, fonts, stock assets, open-source components, data, services and other material owned or licensed by someone other than you or Noknok.

8.2 Rights before full payment or after a voluntary refund

Until full payment, you may review Noknok-created project work for the project but must not publish, deploy, commercialise, adapt or provide it to another supplier except for confidential professional review or as expressly agreed.

If a Fixed-Package Project ends with a valid full voluntary refund before full payment, no licence to unpaid Noknok-created project material arises. These restrictions do not apply to your pre-existing Customer Materials or a non-excludable right.

8.3 Customer-Specific Deliverables after full payment

On full payment, we grant you an exclusive, perpetual, irrevocable, worldwide, royalty-free licence to use the Customer-Specific Deliverables for your organisation and business operations.

Subject to Provider Tools and Third-Party Materials, the licence permits you and your authorised personnel and providers to host, operate, reproduce, publish, maintain, repair, adapt, modify, extend, replace and migrate the deliverables, and to transfer the licence with a bona fide business sale, merger, reconstruction or internal group restructure where the successor assumes the same restrictions.

The licence is exclusive only for the complete customer-specific expression. It does not prevent us from using Provider Tools, general skills, ideas, methods and know-how or independently creating different work without using your confidential information.

You must not extract and separately resell, license, productise or distribute Customer-Specific Deliverables or embedded Provider Tools as a standalone product or service to unrelated businesses. Ordinary use to market, sell or provide your own products and services is permitted.

8.4 Provider Tools and Third-Party Materials

We and our licensors retain all rights in Provider Tools. To the extent they are embedded in paid Customer-Specific Deliverables, we grant you a perpetual, worldwide, royalty-free, non-exclusive licence to use and modify them only as reasonably necessary to exercise your rights in the deliverables. That licence does not transfer internal tools, accounts, credentials, unrelated systems, unused concepts, general libraries or proprietary development environments.

Third-Party Materials remain subject to their licences and service terms. Nothing in the Agreement grants rights a third party does not permit. You are responsible for ongoing fees, accounts and compliance allocated to you. We will not knowingly impose a material third-party dependency inconsistent with the agreed use without disclosure.

8.5 Handover, portability and access

After full payment, we will provide the Customer-Specific Deliverables and the practical access, exports, files or documentation stated in the applicable Agreement Documents. The handover must support reasonable continued operation, maintenance or migration within the agreed technical, licence, security and service boundaries.

The precise contents depend on the product, technology and customer-specific record. We need not provide every working file, source repository, deployment system or provider artefact; upstream hosting, reseller, server, source-control, deployment or security credentials; unrelated reusable systems; or information exposing another customer’s data or our security controls.

For an Evolving website, we will provide appropriate WordPress administrator access by Actual Launch, subject to reasonable security controls. The contents and availability of any service-end migration package are governed by the applicable Schedule and customer-specific record. These Terms promise no fixed retention or restoration capability.

8.6 Moral rights

To the extent we control relevant moral rights, we consent to adaptation, migration and omission of attribution reasonably required to exercise the licences above. Where reasonably necessary, we will seek corresponding consent from personnel we directly engage, but do not promise consent outside our control or inconsistent with a third-party licence.

8.7 Tailored use while financed and migration

After explicit Final Approval, satisfaction of the negotiated launch-payment requirements and operational readiness, you may launch and operate the identified website while future build instalments remain unpaid. We grant the licence to host, publish, operate, maintain and reasonably adapt the Customer-Specific Deliverables for your organisation, including use of embedded Provider Tools reasonably needed for those purposes. This is the express permission contemplated by section 8.2 and is not conditional on first paying every future build instalment. Sections 8.1, 8.3–8.5 continue to protect Provider Tools, third-party licences, upstream credentials and unrelated systems; no unavailable third-party right is granted.

For migration after Final Approval, the build payout is the remaining build balance only: no future Hosting or Care charges and no extra exit fee. Credit unused Hosting prepayments beyond the current paid service month against that payout; refund any excess. Return or credit unused Care prepayments when Care ends, without counting any credit twice. The current paid service month remains available. We supply the agreed migration deliverables and access after settlement within the existing technical, licence and security boundaries. Additional optional migration work requires a separate accepted scope and price; it cannot be imposed as an exit fee for the agreed package.

If you genuinely dispute part of the payout, pay the undisputed build amount after applicable credits. We investigate promptly, provide reasonable supporting information and allow migration while the genuine dispute remains unresolved. The financed-use licence extends to operating and maintaining the migrated website during that dispute, including necessary embedded Provider Tools; the restriction in section 8.5 does not block the agreed handover. Migration does not waive our claim to an amount subsequently established as payable. Before Final Approval, project exit and any retained work are accounted for under sections 14.6 or 14.7, not an automatic full-build payout.

9. Third parties, subcontractors and recurring-service master principles

9.1 Third parties and providers

Domains, hosting, email, platforms, plugins, payment services, analytics tools and other third-party services may have separate fees, terms and technical limits. Where practical, a customer-specific account should be held in your name. Website or administrator access does not transfer an upstream account or credential administered by us.

We may use appropriate contractors and specialist providers and remain responsible for our own obligations. A provider is not a party to your Agreement, and its marketing statement, service level, support target, backup statement, retention statement, recovery promise or credit regime does not become a Noknok promise unless an accepted customer-specific record expressly adopts it.

We may replace a provider or technical route with one reasonably suitable for the contracted service. The applicable Schedule governs any material service reduction, new dependency, price change or discontinuance.

No paid Recurring Service is selected or authorised through project formation or any project acceptance, including acceptance of an Order or SOW; Deposit payment; Continue with project; Final Approval; a one-off payment authority; storage of a payment method; silence; inactivity; continued website use; or an included service period.

A paid Recurring Service requires a distinct later affirmative, optional and initially unselected election after the service, price, start, renewal and cancellation position are disclosed. A recommended option may be shown but is not accepted unless actively chosen.

9.3 Recurring-service documents and changes

The Hosting and Care Service Schedule and customer-specific election govern the selected service, scope, price, included period, paid commencement, renewal, payment correction, cancellation, suspension, service end and migration. These matters do not arise by implication from the project Agreement.

A recurring price receives customer-specific protection only where it was deliberately displayed and recorded as a customer-specific quote or is later accepted in the recurring election. General public pricing creates no individual price lock. The applicable Order or election states any protected period. A later price or service change operates prospectively after the required disclosure and cancellation opportunity and cannot retrospectively change a paid period or authorise undisclosed charging.

A timely cancellation or change instruction must be honoured. Where hosting ends, the applicable Schedule or notice must provide a reasonable migration opportunity and the intended service-end or removal date. We promise no standing suspension, retention, post-removal recovery or restoration period. Restoration may be offered only if a usable artefact exists and a new quote or service arrangement is accepted.

9.4 Tailored negotiated service selection and entitlement

For a Tailored Deal, your express acceptance may include the services affirmatively selected in the identified negotiated service schedule. It must disclose each selected service, its price and allocation, service start and end dates or exact agreed date rules, any free Included Period, billing and cancellation treatment. You need not repeat a completed selection in a later portal election. Admin entry, project acceptance without identified service selection, a stored payment method, silence or use is not service consent or payment authority.

Payment count is independent of Hosting or Care duration. An Included Period applies only if expressly negotiated; there is no automatic Standard thirty-day inclusion. Service allocations received before supply are prepayments for future service, not elapsed entitlement. The schedule must fund each prepaid service period before it starts. If launch timing, missed payments or the proposed allocations make prepaid coverage infeasible, we disclose the shortfall and agree a correction before promising or charging a changed arrangement; no silent reallocation or entitlement reduction is permitted.

Cancellation stops future charges for the cancelled service, preserves its current paid service month and returns or credits unused future prepayments. Care alone may end without changing build instalments or Hosting. Ending base Hosting ends dependent Care no later than the same effective point, with its unused value accounted for. Existing service capability and Managed eligibility conditions remain.

At the end of the negotiated entitlement, we may offer continued Hosting separately, with its price and start date disclosed and affirmatively accepted before charging. There is no automatic paid conversion or renewal beyond that entitlement. If declined, we arrange service end and migration under the service Schedule and section 8.7. The accepted service price and inclusions bind Noknok for the negotiated entitlement, subject to an agreed Variation, non-excludable rights and proportionate protective action; general price-change notices do not rewrite them.

10. Confidentiality, privacy and security

10.1 Confidentiality

Each party must keep the other’s non-public commercial, technical, security and project information confidential and use it only for the Agreement or another authorised purpose.

A party may disclose it to personnel, contractors, providers, insurers and professional advisers who need it and are subject to appropriate confidentiality obligations, with consent, or where required by law. Confidentiality does not apply to information that is public other than through breach, already lawfully known, independently developed or lawfully received without restriction.

Each party must take reasonable protective steps. These obligations continue while the information remains confidential by nature.

10.2 Personal information

Each party must comply with privacy and data-protection law applicable to its own activities. You remain responsible for your website’s and business’s collection purposes, customer-controlled notices, consents and retention decisions. We remain responsible for our own handling of personal information in supplying the services.

The Privacy Policy describes our general practices as a public notice and is not incorporated unless a specified provision is expressly incorporated.

10.3 Security and incidents

Each party must use reasonable security measures for the information, access and systems it controls. You must protect credentials, limit access and notify us of suspected compromise affecting the project or service. We may require reasonable measures needed to protect a website, service, another customer or provider environment.

No internet, hosting or software service is completely secure. If we become aware of a material incident within our responsibility, we will notify you where required by law or reasonably needed for you to take protective action. This is not a promise to notify every attempted, suspected or immaterial event.

11. Referral Programme customer-facing principles

A Referral Partner participates under a separate agreement and is not our agent, employee or representative. It cannot bind us, accept a customer contract, set your price or change your project or service terms.

A referral does not change your agreed price. Any Referral Reward is a separate Noknok acquisition cost and cannot be directed by you as a donation or benefit to another person.

Where a proposed Referral Partner is identified, we will give you a meaningful opportunity before formation to confirm, reject or correct it and to understand that Noknok may pay a separate commercial fee. A link, code, QR route, browser marker, partner claim or silence is not by itself sufficient to establish final entitlement.

Referral administration, a competing claim or system failure does not prevent or invalidate your Agreement. A partner is not added or substituted after formation merely to confer a financial benefit. A demonstrable correction to a pre-contract record may be considered under the separate programme rules but does not change your Agreement or price.

We disclose only customer information reasonably required for lawful referral administration, payment or dispute handling, unless another disclosure is authorised or required by law.

12. Service standard and no-guaranteed-outcome position

We will perform the services with due care and skill and substantially in accordance with the accepted scope. Creative, strategic and technical work involves professional judgement; a difference in preference is not necessarily a defect where the work otherwise meets the accepted scope and standard.

A target, estimate, proposed date or indication is not an unconditional guarantee. The applicable Process Schedule or SOW states when a target begins and the dependencies that may affect it.

Unless an accepted customer-specific record states an objective criterion, we do not guarantee search ranking, traffic, leads, enquiries, conversion, revenue, profit, platform approval, uninterrupted availability, prevention of every security incident, perfect security, a particular recovery time or third-party performance or continuity.

This section does not remove our obligation to exercise due care and skill, meet a binding commitment expressly accepted as such, or remain responsible for our own representations and conduct.

13. Australian Consumer Law and liability

13.1 Non-excludable rights

Nothing in the Agreement excludes, restricts or modifies a consumer guarantee, statutory right, remedy or liability that cannot lawfully be excluded, restricted or modified, including under the Australian Consumer Law in Schedule 2 to the Competition and Consumer Act 2010 (Cth).

The Voluntary Guarantee and any contractual remedy are additional to non-excludable rights and are not the customer’s exclusive remedy.

13.2 Permitted limitation under section 64A

Where the services are not ordinarily acquired for personal, domestic or household use or consumption, and section 64A of the Australian Consumer Law permits and it is fair and reasonable to do so, our liability for failure to comply with a consumer guarantee is limited, at our option, to supplying the affected services again or paying the reasonable cost of having them supplied again.

13.3 Loss, causation and mitigation

Subject to sections 13.1 and 13.2 and the final approved cap and carve-out provision, neither party is liable to the other, to the extent permitted by law, for indirect or consequential loss or loss of profit, revenue, opportunity, anticipated savings, goodwill, reputation or business interruption.

This exclusion does not apply to a payment or refund expressly due, the reasonable direct cost of a remedy required by law, or liability that cannot lawfully be excluded.

A party is responsible only to the extent its breach, negligence or other legally actionable conduct caused or contributed to the loss. Responsibility is reduced to the extent of the other party’s act or omission, inaccurate information, unauthorised change, compromised customer credential, unsupported or unlicensed software, failure to maintain an allocated account or licence, use contrary to instructions, or an external event outside reasonable control.

Third-party involvement does not excuse us to the extent our own selection, configuration, control, change, escalation, communication or omission contributed to the loss. Each party must take reasonable steps to mitigate loss, and the same loss cannot be recovered twice.

13.4 Aggregate liability cap and carve-outs

This section applies subject to sections 13.1 and 13.2 and does not limit any liability that cannot lawfully be limited.

To the extent permitted by law, each party’s total aggregate liability to the other arising out of or in connection with the Agreement, whether in contract, tort including negligence, under statute or otherwise, is limited to the total fees paid or payable by the customer to Noknok for the project or service to which the liability relates. For a Recurring Service, that amount is the fees paid or payable for that service in the 12 months before the event first giving rise to the liability.

This is a single aggregate cap. Claims arising from the same event, or from a series of related or connected events, are treated as one claim, and the same loss cannot be recovered more than once.

The cap in this section and the exclusion in section 13.3 do not apply to: liability that cannot lawfully be excluded or limited, including under the Australian Consumer Law; an amount or refund expressly due and payable under the Agreement; liability for death or personal injury caused by a party’s negligence; a party’s fraud or fraudulent misrepresentation; and a party’s deliberate or reckless wilful misconduct.

Nothing in this section reduces the customer’s non-excludable rights or a party’s obligation to pay an amount otherwise due under the Agreement.

14. Suspension, termination and consequences

14.1 Proportionate suspension

We may suspend affected work, access or a Recurring Service where reasonably necessary to protect a legitimate interest, including where an undisputed amount remains overdue after notice and a reasonable opportunity to pay; required customer information, access or decisions remain materially outstanding; continuing creates a material security, legal, provider or service-integrity risk; affected use is unlawful or materially harmful; or you materially breach the Agreement.

Where practicable, we will explain the reason and what is reasonably required to resume. Immediate or shorter protective action may be taken where necessary to contain an urgent risk or comply with law or a provider requirement.

Suspension must be limited to the affected matter where reasonably possible. It does not create a general right to seize or forfeit Customer Materials, remove a non-excludable right or destroy a website merely because payment fails. The applicable Schedule governs service-specific payment correction and resumption.

14.2 Termination for breach

Either party may terminate the affected Agreement or part of it by written notice if the other materially breaches and does not remedy the breach within a reasonable period stated in a notice describing the breach and required remedy.

A remedy period is not required where the breach cannot reasonably be remedied, or where serious unlawful conduct, fraud or an urgent security risk makes immediate action reasonably necessary, subject to applicable law.

14.3 Ending without breach

You may end an uncompleted project by written notice. The consequences depend on the project type, stage, Voluntary Guarantee, SOW and accepted Variations.

We may end an uncompleted project or Recurring Service without your breach only where we cannot reasonably continue the affected work or service, or where a fair discontinuance right is stated in the applicable SOW or Schedule. We will give reasonable notice where practicable, reduce avoidable disruption, account fairly for prepaid amounts and provide paid customer-specific work or migration assistance to the extent required by the Agreement and law.

A Recurring Service may be changed or cancelled through the route and with the effect stated in the applicable Schedule and customer-specific record. Ending a base hosting service may end a dependent service as stated there.

14.4 Financial consequences

For a Standard Fixed-Package Project:

a valid full-refund event is dealt with under the Process Schedule;
before Final Approval, suspension, inactivity, closure or termination does not make the ordinary project balance payable;
expiry of the Voluntary Guarantee does not make that balance payable;
an accepted Variation or third-party commitment is dealt with under its own terms and law; and
after Final Approval, the exact authorised one-off amount remains payable despite a later customer-requested launch delay, subject to non-excludable rights.

There is no fixed-package abandonment invoice or deemed final account for the ordinary balance.

A Custom Project final account is governed by the SOW. A Recurring Service end is governed by its Schedule and customer-specific record. There is no double recovery. Unused prepaid value must be treated fairly, and a separately accepted non-refundable third-party commitment may be deducted only to the extent permitted by the Agreement and law.

14.5 Effect of ending

Ending does not affect accrued rights and obligations. Rights in fully paid Customer-Specific Deliverables survive; rights in unpaid Noknok-created work remain restricted under section 8. Confidentiality, intellectual-property restrictions, accrued payment and refund obligations, liability provisions, dispute provisions and terms intended by nature to survive continue.

14.6 Tailored customer-choice cancellation before Final Approval

If you cancel before Final Approval, we stop future instalments under the abandoned schedule and prepare one reconciled exit account. The build valuation is the disclosed value of completed build stages plus an evidenced proportion of the current stage, plus disclosed unavoidable commitments only to the extent not already included in those stage values. It cannot exceed the agreed build price. We provide the stage and commitment evidence; an undisclosed stage value or commitment cannot be invented after cancellation.

Credit all build payments already received once against that valuation. Refund a surplus or invoice only the justified shortfall. Unpaid abandoned instalments are replaced by this calculation, not added to it. Return unused service prepayments, accounting separately for any current paid service month already available. The Standard refundable-Deposit offer is not this cancellation model. Payment of the reconciled retained-work amount permits the agreed use and handover of that retained work subject to section 8’s material and third-party boundaries. Mandatory rights may require a different or greater remedy.

14.7 Tailored Noknok-caused delay or inability to finish

Where material delivery delay is attributable to Noknok, we pause future instalments until a revised delivery arrangement is agreed and offer an exit appropriate to the failure. We do not automatically restart collections on a revised internal date. No universal delay threshold is set, and the operating expectation of launch within thirty days is not a contractual deadline or replacement for the First Working Website target.

If Noknok cannot finish, we stop future instalments under the abandoned schedule and replace it with one failure account, whether or not Final Approval has occurred. We refund payments for undelivered work and unused service prepayments. Completed work is chargeable only to the extent it is usable and you elect to retain it, with prior payments credited and no double recovery. Noknok bears its unusable work and internal costs. The retained-work value must be supported and cannot exceed its disclosed stage value or the agreed build price; the remedy remains subject to your applicable rights. We do not use ordinary customer-choice cancellation or the remaining build commitment to charge for our own failure. A disputed account follows section 18 and does not remove mandatory remedies.

14.8 Tailored missed payments and changes

After a missed instalment we notify you of the amount, basis and correction route and allow a reasonable opportunity to correct it. If unresolved, we may pause unfinished work or take proportionate service-suspension action under section 14.1. A missed payment does not automatically accelerate the entire build balance, extinguish the financed-use licence, forfeit prepayments or trigger website deletion. There is no fixed grace, retention or recovery period in these provisions. A genuine dispute follows sections 5.4, 8.7 and 18.

Material changes to price, services, payment dates, allocations or exit terms require an identified customer-agreed Variation before effect. Preserve the original accepted terms and payment history. A recorded clerical correction needs no new negotiation only if it changes no amount, due date, service entitlement or right. Internal admin actions cannot silently rewrite the bargain.

15. Force majeure

Neither party is liable for delay or failure to the extent materially prevented by an event beyond its reasonable control, such as natural disaster, widespread infrastructure failure, serious cyber incident, industrial disruption, epidemic, government action or material third-party service failure.

The affected party must take reasonable steps to reduce the impact and provide material information where practicable. Relief applies only to the obligation and period affected and does not excuse payment for work or service already properly supplied.

If prolonged material prevention continues, either party may propose a reasonable Variation or end the affected work or service on written notice. The parties will account fairly for work supplied, accepted commitments, prior payments and unused prepaid amounts, subject to fixed-package rules and mandatory law.

16. Portfolio use

After public launch, we may identify you as a customer and display non-confidential images of, extracts from or links to the public-facing completed work in our portfolio, proposals, case studies and awards material.

You may opt out by notifying us before Actual Launch. We will not disclose confidential analytics, customer data, unpublished material, credentials or sensitive project information, and will use customer trade marks only to identify the customer and project in that context.

We may consider a later reasonable removal or update request, but removal is not automatic unless required by law, confidentiality or an accepted restriction.

17. Notices, electronic transactions and portal fallback

17.1 Formal notices

A notice that creates, varies, cancels or terminates an Agreement, or starts a material contractual decision period, must be in writing and sent through a channel authorised by the applicable Agreement Document.

Notices to us may be sent to the contract-notice email or address stated in the applicable Order, SOW, Schedule or later valid notice. Notices to you may be sent to the notice details in your customer record. Each party must keep its details current.

A notice is received when it becomes capable of being retrieved at the designated address or authorised portal channel, unless the sender receives a delivery-failure notice. Ordinary project communications are not formal notices unless their content and context clearly give them that effect.

17.2 Electronic actions and records

An Agreement Document, approval, Variation, election, cancellation or notice may be completed electronically where the method reasonably identifies the person and their intention. Electronic counterparts and reliable acceptance actions have the same effect as a signed paper record.

Internal confirmations and records may support proof but are not additional conditions of legal effectiveness unless an Agreement Document expressly makes a particular customer-facing record necessary. Routine confirmations, reminders, retries and technical records do not create or change rights by themselves.

17.3 Portal outage and fallback

Where an Agreement Document authorises a portal action, a valid action is effective when received through that function. Its legal effect comes from the Agreement and the customer’s instruction, not completion of an internal administrative step.

If a material Noknok-controlled outage actually prevents a time-sensitive action, you will receive a reasonable extension based on the actual impact. During the outage, a clear instruction sent through the authorised fallback channel is effective when received if it reasonably identifies the customer, project or service and requested action. Later portal entry is evidence administration only.

A customer device problem, local connection failure or forgotten credential is not automatically a Noknok-controlled outage.

18. Disputes, assignment and general provisions

18.1 Dispute resolution

A party raising a dispute must give written notice describing the issue and outcome sought. Authorised representatives must attempt in good faith to resolve it within 10 Business Days, where a Business Day is a weekday that is not a public holiday in Victoria.

If unresolved, either party may propose voluntary mediation in Melbourne through a mutually agreed mediator. Nothing prevents urgent interlocutory relief, recovery of an undisputed debt, a complaint to a regulator or exercise of a mandatory right.

18.2 Assignment and business transfers

Neither party may assign the Agreement without the other’s written consent, which must not be unreasonably withheld, except as stated below.

Your licence rights may transfer with a bona fide sale, merger, reconstruction or internal group restructure as stated in section 8.

We may assign the Agreement as part of a bona fide sale, merger or restructure if the successor assumes the relevant obligations, is reasonably capable of performing them and preserves accrued and non-excludable rights. We will give reasonable notice where practicable. Assignment does not erase liability already accrued.

18.3 Changes, entire agreement and reliance

We may publish new terms, Schedules, products or prices for future agreements or service periods. Publication, notice or continued use does not by itself alter an accepted Agreement.

An accepted Agreement changes only through a clear accepted Variation or customer-specific record, or a prospective process expressly permitted by an applicable Schedule. A change operates only for the identified subject and period.

The Agreement Documents contain the agreement for the relevant project or service and supersede prior discussions about that subject. This does not exclude or limit liability for misleading or deceptive conduct, fraud or another matter that cannot lawfully be excluded.

18.4 Severability, waiver and relationship

An invalid provision is read down or severed to the minimum extent necessary without affecting the remainder. A waiver must be clear and applies only to the stated instance; delay or failure to exercise a right is not automatically a waiver.

The parties are independent contractors. The Agreement does not create a partnership, employment, fiduciary, agency, franchise or trustee relationship. A Referral Partner, subcontractor or third-party provider cannot bind either party except under express authority.

18.5 Governing law

Victorian law governs the Agreement. The parties submit to courts and tribunals with jurisdiction in Victoria, subject to any non-excludable jurisdictional right.

Contact

Noknok Studios Pty Ltd
ABN 53 653 256 547 | ACN 653 256 547

Contract notices must use the channel identified in the applicable Order, SOW, Schedule or later valid notice. General enquiries may use Noknok’s current published contact route.