These terms and conditions are effective to Proposals accepted and invoices issued from July 1st 2022.


These terms and conditions apply to all goods and services supplied in circumstances where there is no current Master Services Agreement (MSA) in place between Balance Internet and the client.

These terms and conditions (“Conditions”) set out the terms upon which Balance Internet Pty Ltd ABN 95 130 025 393 and its officers, employees and agents (“Balance Internet”) provides Goods and Services to the person(s) purchasing the Goods or Services from Balance Internet under the Proposal to which these Conditions accompany, or wishing to enter these Conditions in order to purchase Goods or Services from time to time (“you”).


1.1 Subject to anything to the contrary in the Proposal:

(a) the price for the provision of Goods or Services is Balance Internet’s standard list price for them;

(b) the Proposal may only be accepted within 14 days of its date of issue;

(c) if you accept the Proposal by signing or approving the Proposal in writing, these Conditions shall form an agreement between Balance Internet and us and commences on your acceptance; and

(d) all prices quoted are exclusive of all taxes including goods and services tax.

1.2 Where a Proposal references these Conditions; these Conditions govern all Purchase Orders placed or Goods and Services supplied pursuant to that Proposal. Cancellation of any work following acceptance of a Proposal must be agreed to by Balance Internet and will result in a sum equivalent to the work completed to the date of notification becoming due and payable by you.

1.3 Balance Internet will provide the Goods and Services to you pursuant to these Conditions. You expressly acknowledge that the matters listed as either ‘out of scope’ or that are otherwise excluded from the scope of Goods or Services in the Proposal, are not included in the pricing expressed in the Proposal. Unless it is expressly included as in scope in the Proposal, Balance Internet is under no obligation to provide these out of scope goods or services to you under these Conditions. For example, unless expressly included in a Proposal, the following will be out of scope (without limitation): testing, themes, extensions, plugins, integrations, training, strategic consulting, content production, platform and server configuration, payment gateway configuration, delivery and fulfilment functionality, warehouse systems integration and licensing. Any out of scope work will be quantified and estimated to you for your approval. Any of this work that is not paid for in accordance with these Conditions, can be removed or de-scoped by Balance Internet on written notice to you as required.


2.1 For work undertaken pursuant to a Proposal, the invoicing terms will be as set out in the Proposal.

2.2 For work undertaken on an approved fixed price estimate where invoicing terms are not set out in a relevant Proposal, you will be invoiced accordingly to the following milestones:

(a) 50% of the greater of the estimated price or the minimum sum on acceptance of the Proposal (or if no Proposal on work commencement). This sum is not refundable once paid; and

(b) 50% of the greater of the estimated price or the minimum sum on the Project Deployment Date. This amount must be paid in order for any issues identified in any Warranty Period to be deployed.

2.3 For work undertaken:

(a) on a time and material basis where invoicing terms are not set out in a relevant Proposal; or

(b) under a SLA; you will be invoiced at the end of each fortnightly sprint for all work undertaken in that sprint.

2.4 You must pay Balance Internet all amounts specified in each of Balance Internet’s invoices at the address and time specified in the invoice (or within 14 days if no time is stated). Time is of the essence in relation to all payments to Balance Internet under these Conditions. You must not make any deductions of any nature from any amounts you owe to Balance Internet. Balance Internet may charge you interest at the Interest Rate on any overdue amount compounded daily.

2.5 If a minimum sum is specified in the Proposal as being payable over a minimum period of time and you wish to cancel the further supply of Goods or Services under the Proposal, or otherwise terminate these Conditions, you must notify Balance Internet of your intention to cancel or terminate, and within 7 days of this notice, pay Balance Internet any unpaid sums due at the date of your notice and all minimum sums that would have been payable under the Proposal if no cancellation or termination occurred, until the end of the minimum term. Cancellation or termination under this clause will not be effective until Balance Internet is paid this sum in full.


3.1 Balance Internet retains title in and ownership of all Goods it supplies until Balance Internet has received payment in full for the Goods by you.

3.2 Balance Internet may repossess any Goods if you breach any of these Conditions. You must do all things reasonably incidental to allow Balance Internet and its agents to repossess any Goods pursuant to this clause or to inspect the Goods, including allowing them to enter onto any property you own or control.

3.3 Risk in the Goods passes to you on delivery.

3.4 You consent to Balance Internet affecting a registration on the PPSR (in any manner Balance Internet considers appropriate) in relation to any Security Interest in any Goods arising under or in connection with these Conditions and you agree to provide all assistance reasonably required by Balance Internet to facilitate this.

3.5 You waive your right to receive any notice under the PPSA (including notice of a verification statement) unless the notice is required by the PPSA and cannot be excluded.

3.6 You acknowledge that if Balance Internet’s interest under these Conditions is a Security Interest (as defined in the PPSA) for the purposes of the PPSA:

(a) that Security Interest relates to the Goods and all Proceeds (as defined in the PPSA) of any kind; and

(b) these Conditions are a Security Agreement (as defined in the PPSA) for the purposes of the PPSA.


4.1 Delivery of the Goods or Services occurs at the time Balance Internet makes the Goods available for your collection or access and notifies you of this fact and the location from which or means by which they may be collected or accessed.

4.2 You must inspect or test the Goods or Services as soon as possible after delivery or performance. Where the Goods or Services are not in accordance with your order you must notify Balance Internet in writing of that fact and your reasons within 7 days of delivery. If you do not give any notice under this clause you waive any right to reject them and you must pay for the Goods or Services in accordance with these Conditions. You cannot refuse to accept Goods or Services merely because they are not delivered by any given date or dates.

4.3 The delivery and acceptance criteria for inspecting and testing of works outlined in the Proposal is governed by clause 6.


5.1 Balance Internet will install the Goods and will supply the Services at the time and location specified in the Proposal and if not specified, at a time and location to be agreed.

5.2 You agree to provide all cooperation and information reasonably requested by Balance Internet necessary for Balance Internet to deliver the Goods and Services. In the event Balance Internet is unable to perform an obligation under these Conditions, including delivery of the Goods and Services due to any act or omission by you, the time in which Balance Internet is required to perform that obligation will be extended until the reasons it is unable to perform the obligation are rectified by you.

5.3  Payment may not be withheld because of minor defects or omissions in the Deliverables which do not materially affect use.

5.4 Any work of Balance Internet that was outlined in the Proposal that cannot be completed due to technical challenges or conflicts, time constraints, performance issues or third party dependencies will be de-scoped. The time and materials associated with this component will either be credited or not billed. If you seek this work to be completed later a new Proposal for this work will be provided to you for approval.

5.5 For support and development activities delivered under the SLA and work undertaken on a time and material basis, a Post-Deployment support period may be proposed and, when accepted, will allow for monitoring and support of the implementation over the agreed period of time with the costs invoiced based on the agreed rate card.

5.6 Warranty:

(a) For fixed-scope and fixed-cost work items, Balance Internet warrants that during the Warranty Period these items will be substantially free from Defects. If Balance Internet breaches this said warranty, and you give written notice to Balance Internet within the Warranty Period, Balance Internet will at its cost and at its option: (i) use all reasonable endeavours to repair, correct, remedy any Defect or replace the item affected by the Defect; or (ii) descope work affected by the Defect. You must notify Balance Internet of the existence of Defects in writing in the form required by Balance Internet including a detailed description and identification of the Defect.

(b) No warranty is provided for work undertaken on a time and material basis, Agile agreements and the SLA.

(c) Warranty items do not include extra project management, training, education, consulting, meetings, rework, upgrades, improvements, new functionality, changes to functionality, new custom code, scope changes, business or promotional rule changes, UX, design or interface changes, data integrity diagnosis due to data issues in third party systems or client data entry, technical or hosting support or anything not outlined in the Proposal.


6.1 You may test whether the Goods and Services supplied to you conform with the Proposal by conducting Acceptance Tests. Balance Internet will provide all reasonable assistance to you in conducting this testing. Balance Internet is entitled to observe and participate in this testing process.

6.2 Within 5 days after the completion of the final delivery of the Goods and Services, you must conduct and complete the Acceptance Tests and must either:

(a) give written notice to Balance Internet that you accept the Goods and Services; or

(b) if you reasonably consider that the Goods and Services do not substantially comply with the Proposal, give written notice to Balance Internet, identifying the relevant failure, and providing Balance Internet with written reasons that identify the areas of non-compliance with the Proposal.

6.3 If notice is served under clause 6.2(b), Balance Internet will either provide written notice that it accepts your notice and at its own cost use all reasonable endeavours to correct the Goods and Services so that the Acceptance Tests can be repeated or Balance Internet will respond in accordance with clause 6.4. Following any correction, you will perform further Acceptance Tests on the Goods and Services that were the subject of your written notice, and the steps in clauses 6.1 to 6.4 will re-apply.

6.4 Balance Internet reserves the right to object to a notice served under clause 6.2(b) and may charge you for any further correction or modification work that may be required, in the event that:

(a) in Balance Internet’s reasonable opinion the non-compliance has arisen through your negligence or willful default; or

(b) if a reason cited by you for non-compliance is, in Balance Internet’s reasonable opinion, either unfounded, resulting from an act or omission of a third party that is not an agent or subcontractor of Balance Internet, or the non compliance cited by you is either unreasonable or trivial in nature.

6.5 You acknowledge and agree that the Goods and Services will be deemed to have been accepted if

(a) you give Balance Internet written notice under clause 6.2(a), or

(b) no notice is given by you within the time frame specified in under clause 6.2; or

(c) you use the Goods or Services in a live commercial environment or for any non-test purpose.

6.6 In the event the scope of works required to deliver the Goods and Services, including the scope set out in the Proposal, is sought to be varied by you, you acknowledge such a variation if accepted may result in Balance Internet incurring additional costs. This will entitle Balance Internet to provide an estimate for the variation for your approval and or to invoice you for any such additional costs in accordance with Balance Internet’s standard time and material rates.


7.1 To the extent permitted by law:

(a) Balance Internet excludes all implied warranties and conditions in respect of the Goods or Services supplied under these Conditions that may apply, including those that may apply under the Australian Consumer Law and its equivalent supporting State legislation;

(b) any liability Balance Internet has for breach of an implied condition or warranty is limited, as determined by Balance Internet in its sole discretion, to:

(i) replacement of the Goods or supply of equivalent Goods;

(ii) repair of the Goods;

(iii) payment of the cost of replacing the Goods or of acquiring equivalent Goods;

(iv) payment of the cost of having the Goods repaired; or

(v) in the case of Services, the supply of the Services again or payment of the cost of having the Services supplied again.

7.2 Subject to clause 7.1, Balance Internet has no liability for loss or damage which arises directly or indirectly as a result of these Conditions or from the supply of any Goods or Services, whether arising in contract, tort, for negligence or otherwise and whether that damage is direct, indirect, consequential or otherwise including lost profits or lost opportunity (including without limitation as a result of an Eligible Data Breach within your business, loss of page rank or page indexing caused by search engine algorithm changes).

7.3 You agree that you are responsible for ensuring that all Client Material is accurate,  not misleading, complies with all applicable laws, regulations and codes, does not infringe any third party intellectual property or other rights, and is not offensive or defamatory.  You further acknowledge that Balance Internet have no direct control over the availability of bandwidth over the entirety of the internet and that while it will use reasonable endeavours that in its absolute discretion it deems appropriate to facilitate the continued provision of services at all times, Balance Internet is not responsible or liable for delays caused by overuse of or lack of internet bandwidth.

7.4 You indemnify and keep Balance Internet indemnified against all loss or damage suffered by Balance Internet arising out of any breach by you of these Conditions (including any breach of clause 7.3) or arising out of your use, operation or possession of the Goods or Services, or the use, operation or possession of the Goods or Services by someone with your authority or permission, or as a result of the occurrence of an Eligible Data Breach within your business. You acknowledge that the Goods or Services have been acquired by you for business purposes.

7.5 Your use of, and access to, Third Party Products / Services is subject to separate terms and conditions issued by the third party supplier of those products and services from time to time and you agree to comply with the said terms which will either (i) form a separate agreement between you and the relevant third party supplier, or (ii) be entered into by Balance Internet for and on your behalf. Balance Internet does not warrant and is not liable for the functionality, performance, availability, security controls, vulnerabilities, limitations or defects of Third Party Products / Services, or any outages in network devices such as servers, firewalls, routers, switches, and applications, or for any dependencies on third party search engines or digital platforms.


8.1 You acknowledge and agree that other than as set out in clause 8.2 or a Proposal, no Intellectual Property arising in respect of any Goods or Services developed or created under the Proposal is conveyed to or vests in you or any other person other than Balance Internet, and that any Intellectual Property arising in respect of Goods or Services supplied or developed under the Proposal or otherwise relating to the Proposal by you or Balance Internet, vests on its creation in Balance Internet.

8.2 Balance Internet grants to you a non-exclusive and personal licence of the Intellectual Property comprised in the Goods and Services provided, for the purpose, scope and term as set out in the Proposal. This licence specifically excludes any right to, supply, reverse engineer, sub-license, or otherwise deal with that Intellectual Property, including the sale, sub-license, supply or other dealing with the Goods and Services or the licence, and does not permit any use other than that expressly stated in this clause 8.2.

8.3 Each party must not disclose and must hold as confidential all Confidential Information of the other party disclosed to it in connection with these Conditions including in your case any user name or password issued to you. Each party may only disclose any such Confidential Information to the extent such disclosure is necessary to perform a party’s obligations in accordance with the Proposal, or with the other party’s consent.


9.1 To the extent that Balance Internet is required to collect, handle, store, process or deal with Personal Information on your behalf pursuant to these Conditions, Balance Internet agrees to:

(a) use its reasonable endeavours to comply with any reasonable requirements that you may notify Balance Internet of from time to time in order for you to comply with the requirements of the Privacy Act 1988 (Cth);

(b) comply with the requirements of applicable Privacy Laws to the extent that these laws place express legal obligations on Balance Internet; and

(c) notify you of any request for access to, correction, amendment or deletion of any such Personal Information that is in the possession or control of Balance Internet, and provide you with such commercially reasonable cooperation and assistance at your cost as is reasonably necessary for you to lawfully respond to this request.

9.2 For further information regarding access to or use of Personal Information by Balance Internet please see Balance Internet’s Privacy Policy.

9.3 You agree to comply with the Privacy Laws, to the extent applicable, in relation to the collection, use and disclosure of any Personal Information that may be provided to Balance Internet by or on your behalf, or received by you from Balance Internet in connection with these Conditions.

9.4  The parties will, in good faith, discuss and coordinate (i) compliance with the requirements of the relevant sections of the Privacy Act in respect of any Eligible Data Breach in respect of any Personal Information that Balance Internet collects, handles, stores, processes or deals with on your behalf pursuant to these Conditions; and (ii) the form of any notifications that will be prepared.

9.5 You agree to notify Balance Internet as soon as you have reasonable grounds to believe that any access, disclosure or loss of Personal Information within your business is likely to give rise to or cause an Eligible Data Breach within Balance Internet’s business.

9.6 You acknowledge and agree that Personal Information of you or your own customers and employees may be used by Balance Internet for the purposes of:

(a) the supply of the Goods and Services by Balance Internet to you and your customers;

(b) to monitor Balance Internet’s use of your products for the purposes of further development and to ensure they meet your needs and requirements;

(c) to administer your account and as required to enforce these Conditions; and

(d) the purposes set out in Balance Internet’s Privacy Policy.


10.1 During any period in which you are in breach of any of these Conditions, including due to non-payment of one or more invoices that are due and payable, Balance Internet’s delivery obligations maybe suspended by Balance Internet at its discretion on written notice to you until such time that you are no longer in breach. Balance Internet may terminate these Conditions without liability to you by further notice in writing if it is required to suspend its obligations under this clause 10 for 30 days or more.


11.1 If you breach these Conditions and fail to remedy that breach within 5 business days of receipt of written notice, Balance Internet may at its election without prejudice to its other rights and remedies:

(a) terminate these Conditions immediately in whole or in part by written notice;

(b) seek specific performance of these Conditions in whole or in part;

(c) seek damages for default; or

(d) repossess and resell any Goods delivered to you that you have not paid for in full. In relation to software installed on any Goods, Balance Internet may, at your cost, erase the software or Intellectual Property installed which you have not paid for in full by the date specified in the invoice. You irrevocably permit us to enter your premises to enforce our rights under this clause 11.

11.2 Balance Internet may terminate these Conditions in whole or in part by notice in writing if you commit an act of insolvency or you die. Balance Internet is not liable for any damages sustained directly or indirectly by you or any other person as a result of Balance Internet exercising any of its rights under this clause 11.


12.1 Browser Support – Service Limitations
Where the Proposal includes the provision of maintenance and support for browser software and or operating systems, Balance Internet will conduct site development and testing necessary to achieve substantial compatibility ONLY with browser software and operating systems that are supported by the base platforms utilised for the delivered solution and excludes support of any pre-existing customisations of the platform.

12.2 Ongoing Support Limitations
Unless it is expressly referenced and included within the Proposal, the provision of ongoing support, development, and project management services to you in respect of the Goods and Services after the date of final delivery, launch and acceptance of the Goods or Services to be supplied under the Proposal, will be out of scope. This additional work may be delivered to you under a separate SLA to be entered into between you and Balance Internet, or it may be supplied to you by Balance Internet on a time and material basis in accordance with Balance Internet’s then standard hourly rates and pricing.

12.3 Hosting Services – Vulnerability Scanning and Penetration Testing
Where Balance Internet has agreed in the Proposal to provide Hosting Services, Balance Internet recommends that all clients undertake regular independent vulnerability scanning and penetration testing of all live, staging and testing websites.   A vulnerability scan is the act of identifying potential vulnerabilities in network devices such as firewalls, routers, switches, servers and applications. The key word is potential, as the majority of vulnerability scanners simply identify potential vulnerabilities, they do not always assess the ability to exploit that vulnerability. A penetration test takes the result of vulnerability scan and with the use of a number of approaches, techniques and tools, attempts to use the vulnerabilities identified to compromise devices.

Unless expressly stated in the Proposal, the provision of vulnerability scanning and penetration testing of all live, staging and testing websites operated by you (whether supplied or managed by Balance Internet or its agent or not) is out of scope. Balance Internet is not responsible for undertaking ongoing assessments of the vulnerability of your websites.

Balance Internet is able to recommend appropriately qualified providers that can be engaged to undertake these independent assessments for you on a regular basis. Balance Internet may then be engaged on a time and material basis to undertake any recommended works under the terms of a Proposal.

From time to time Balance Internet may upgrade its network infrastructure which may require you to upgrade your hardware or software if the services are to be continued. Should you choose not to update your hardware or software after being informed of a requirement to do so by Balance Internet, then Balance Internet may terminate the provision of this particular service by giving you 90 days’ notice. Balance Internet in any event will have no responsibility or liability to you for any degradation of or disruption to the services (including Hosting Services) if you do not make the upgrade required by Balance Internet.

Where the provision and or availability of Hosting Services is interrupted for any reason, provided you notify Balance Internet promptly of such interruption and provide all information reasonably requested by Balance Internet to diagnose the cause of such interruption, Balance Internet will then use its reasonable endeavours to restore the provision of these services to their proper operating condition in a timely manner.

Notwithstanding any obligations of Balance Internet set out in these Conditions, to the extent permitted by law, Balance Internet excludes all liability to you for any loss (including loss of profits as a result of business interruption) that may arise from the provision of Hosting Services including any use of third party software or hosting services or third party software applications or network devices (including but not limited to third party supplied or operated firewalls, routers, switches and servers) that result in or may contribute to potential vulnerabilities that are or may be exploited or utilised without your authority.


13.1 These Conditions, any schedules attached to them and any Proposal or invoice referencing these Conditions constitute the whole of the agreement between us and supersede any prior representations, statements and agreements in relation to their subject matter. These Conditions apply to the exclusion of all documents submitted by you unless and until Balance Internet has expressly agreed to those terms in writing signed by a duly authorised representative of Balance Internet. These Conditions may not be varied except in writing signed by a duly authorised representative of Balance Internet. The most recent Proposal (if any) takes priority over these Conditions only to the extent there is any inconsistency.

13.2 These Conditions are governed by the laws in force in the State of Victoria. The parties consent to be subject to the jurisdiction of the courts of the State of Victoria and expressly waive all rights which they may otherwise have under the laws of all other jurisdictions.

13.3 Balance Internet may sub-contract or otherwise arrange for another person to perform any part of these Conditions or to discharge any of Balance Internet’s obligations under these Conditions without your prior written consent.

13.4 Neither party is liable for any delay or failure to perform its obligations under these Conditions (except an obligation to pay money) if such delay or failure is due to any cause outside their reasonable control including without limitation, acts of God, war, rit, civil commotion, pandemic, strikes, accidents, transport delays, communications or network failure or the effect of any applicable laws, orders, rules or regulations. If delay or failure to perform its obligations pursuant to this clause occurs, the performance of that party’s obligations are suspended. If such a suspension exceeds 90 days, either party may immediately terminate these Conditions by notice in writing to the other party.

13.5 You must not, during the term of these Conditions or within twelve months after termination, induce, solicit, engage or employ (either individually or through another party) any officer, employee or contractor of Balance Internet without Balance Internet’s prior written consent.

13.6 The following defined terms apply to all sections of these Conditions:

Acceptance Tests means the tests set out in clause 6.1.

Change Requests means a variation, improvement, change of scope, upgrade or maintenance request for works that were previously out of scope.

Client Material means all materials provided to Balance Internet by or on your behalf in connection with these Conditions, including without limitation all content, information, data, know-how, material, logos, images, designs, material relating to Intellectual Property, reports, research, documents, computer programs, software, templates, equipment, specificationsprice and product information, research data, sales data and supporting material.

Confidential Information means all information of a party other than information which is by its nature is, or which has been designated by that party as being, clearly not confidential in character. Confidential Information does not include information which: is in the public domain other than as a result of a breach of these Conditions; or was developed or known by the other party independently of the other party’s relationship with the party to whom the information is confidential; or is required to be disclosed by law; or is disclosed to a party’s related body corporate if necessary for reporting purposes. Confidential Information of Balance Internet includes the following: trade secrets, secret formulae, computer hardware and software programs and designs, artwork, drawings, general designs, financial and accounting information, customer and supplier names, correspondence, negotiations and/or contacts with customers and suppliers, or proposed customers and suppliers, market research, gaming performance data and marketing strategies, research and development plans together with any other information or material that You ought reasonably to be aware is confidential to Balance Internet.

Defect means any substantial failure by a Good to meet the functional, design and technical specifications for a Good as set out in the applicable Proposal, or to operate effectively.

Eligible Data Breach means an eligible data breach as defined in the Privacy Act 1988 (Cth.).

Express Projects means any Projects for works under $15,000 plus GST or otherwise specified as such in a Proposal. In general these Projects have a short turnaround time and are simple non-custom development works.

Deployment Date means the date which the Good or Service is deployed to a production environment.

Goods means all goods, materials or items to be supplied to you by Balance Internet under these Conditions and includes all things set out in the Proposal.

Intellectual Property means any intellectual and industrial property rights worldwide subsisting now or in the future and whether registered or not, including copyright, trademarks, patents, designs, circuit layouts, Confidential Information, know-how or inventions.

Interest Rate means 10% per annum.

Personal Information means personal information as defined in the Privacy Act 1988 (Cth.).

PPSA means the Personal Property Securities Act 2009 (Cth) and any regulations made pursuant to it.

PPSR means the Personal Property Securities Register established pursuant to the PPSA.

Privacy Laws means the Privacy Act 1988 (Cth) as amended, and any other laws relating to privacy and data protection to the extent applicable.

Privacy Policy means the policy that can be found at Balance Internet’s website at

Project means any job, project or works which you have engaged Balance Internet to undertake pursuant to these Conditions as set out in the Proposal.

Proposal means the written document provided to you by Balance Internet referencing these Conditions and relating to Goods or Services and includes but is not limited to a written scope, statement of work or an estimate.

Purchase Order means a Purchase Order issued by you pursuant to a Proposal .

Services includes all services to be supplied to you by Balance Internet under these Conditions and includes all things set out in the Proposal.

SLA means the Service Level Agreement or Technical Support Agreement document that may be entered into in writing by the parties that specifies support details.

Third Party Products / Services means any third party cloud based platform, infrastructure and/or application or software services, third party software, extensions, code, modules, hosting services, payment gateways or other services procured from third party distributors, vendors or suppliers including as may be provided, re-sold or referred by Balance Internet to you in connection with these Conditions.

Warranty Period is the period of 30 days (or 14 days for an Express Project) from the date of acceptance of a Good pursuant to these Conditions, or the Deployment Date whichever is the later.