Last updated: Version 2.0
This is the Client Services Agreement you accept when you tick the acceptance checkbox at checkout and complete payment. It applies together with, and does not replace, our Terms of Service, Refund Policy, and Privacy Policy.
This Client Services Agreement ("Agreement") is made between Lumio Studio (ABN 21 904 194 706) ("Lumio", "we", "us", "our") and the individual or entity who submits a website brief through lumiowebsitebuilder.com and completes payment for it ("Client", "you", "your") (each a "Party" and together the "Parties").
By ticking the acceptance checkbox presented at checkout and completing payment, the Client enters into this Agreement with Lumio, effective from the date of payment ("Effective Date"). Acceptance given in this electronic form is a valid method of forming this Agreement under the Electronic Transactions Act 1999 (Cth) and the corresponding electronic transactions legislation of each Australian state and territory.
This Agreement operates together with, and does not replace, Lumio's Terms of Service and Refund Policy (each published at lumiowebsitebuilder.com and incorporated into this Agreement by reference). Where there is a direct inconsistency between this Agreement and either of those documents on a matter they both address, this Agreement prevails to the extent of the inconsistency.
In this Agreement: "Australian Consumer Law" or "ACL" means Schedule 2 to the Competition and Consumer Act 2010 (Cth), as amended from time to time, and any corresponding state or territory fair trading legislation applying it. "Services" means the design, build, and delivery of a custom website by Lumio as described in clause 2. "Fees" means the amount payable by the Client for the Services, as calculated and disclosed to the Client before payment under clause 4. "Deliverable" means the website produced for the Client under this Agreement. "Business Day" means a day that is not a Saturday, Sunday, or public holiday in the place where Lumio carries on business.
A reference to a statute includes regulations made under it and amendments, consolidations, or replacements of it. Headings are for convenience only and do not affect interpretation. Where the context permits, the singular includes the plural and vice versa.
Lumio will design and build a custom website for the Client based on the brief submitted through the Website, reviewed internally before delivery. The Client receives a private preview link to review the Deliverable, request revisions in accordance with clause 6, and approve it before it is published or handed over as final.
The Services are limited to what is described in this clause and in the Client's submitted brief. Any work outside that scope — including ongoing maintenance, hosting beyond what is described in clause 10, or changes requested after final approval under clause 6 — is a separate arrangement, to be agreed and (where applicable) charged separately.
The Client warrants that: (a) it has the right to supply any content, logos, images, trade marks, or text provided to Lumio for use in the Deliverable, and that Lumio's use of that material as instructed will not infringe the intellectual property or other rights of any third party; (b) the business information it supplies is accurate and complete to the best of its knowledge, and Lumio is entitled to rely on it without independent verification; and (c) it will not use the Services to produce content that is unlawful, defamatory, discriminatory, or that infringes the rights of any person.
The Client indemnifies Lumio against any loss, liability, cost, or claim arising from a breach of the warranties in this clause, except to the extent the loss, liability, cost, or claim was caused by Lumio's own negligence or breach of this Agreement.
The Fees are calculated from the Client's brief and disclosed to the Client in USD before payment is taken. For Clients located in Australia, GST of 10% is calculated under A New Tax System (Goods and Services Tax) Act 1999 (Cth) and shown as a separate line item in the total charged; Clients outside Australia are not charged GST. Payment is processed by Stripe, a third-party payment processor, and is due in full before the Services commence. A valid tax invoice is issued to Australian Clients on payment, consistent with the requirements of that Act.
The exact amount charged, and the date it was charged, is recorded on the receipt issued to the Client at the same time as this Agreement, and forms part of the record of this Agreement between the Parties.
Lumio aims to deliver a first preview of the Deliverable within three (3) Business Days of the Effective Date. This is a genuine operational target and not a fixed contractual deadline; where the Australian Consumer Law implies a guarantee that services be supplied within a reasonable time (ACL s 62), that statutory guarantee — not the three-day figure alone — is what governs the Client's rights if delivery is delayed.
The Client may request reasonable revisions to the Deliverable during its review period. Nothing produced under this Agreement is published, made live, or handed over as a final Deliverable until the Client gives its approval through the preview interface or in writing. Once the Client approves the Deliverable, it is treated as complete and delivered for the purposes of this Agreement, and clause 11 of the Refund Policy applies to any work requested after that point.
On payment in full and delivery of the approved Deliverable, ownership of the copyright and other intellectual property rights in the Deliverable — the specific HTML, copy, and design produced for the Client — passes to the Client, to the extent those rights are capable of assignment under the Copyright Act 1968 (Cth). Lumio retains no ongoing licence or rights to use the Deliverable itself, but may retain an archived copy of the Deliverable and the underlying brief for its own record-keeping, support, and legal purposes, as described in Lumio's Privacy Policy.
This clause does not transfer ownership of any underlying software, template engine, or build system used by Lumio to produce the Deliverable, nor any content the Client itself supplied (which remains the Client's property throughout).
Each Party must keep confidential any information disclosed by the other Party in connection with this Agreement that is designated as confidential or is reasonably understood to be confidential given its nature, and must not disclose it to a third party except: (a) to the extent necessary to perform this Agreement; (b) with the other Party's consent; (c) where required by law; or (d) where the information is or becomes public other than through a breach of this clause.
Lumio handles personal information provided by the Client in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles set out in that Act, and as further described in Lumio's Privacy Policy, published at lumiowebsitebuilder.com/privacy and incorporated into this Agreement by reference.
Lumio may publish the Deliverable under a Lumio-provided web address at the Client's request. This is provided on an as-is basis; where the Client requires a custom domain or independent hosting, that is a separate arrangement, and the Client is responsible for its setup and ongoing cost.
Nothing in this Agreement excludes, restricts, or modifies any guarantee, right, or remedy conferred on the Client under the Australian Consumer Law — including the guarantees under ss 60–62 that services will be provided with due care and skill, be fit for any disclosed purpose, and be supplied within a reasonable time — or under any equivalent consumer protection law in the Client's own jurisdiction, to the extent that guarantee, right, or remedy cannot lawfully be excluded, restricted, or modified.
Where the Services are not of a kind ordinarily acquired for personal, domestic, or household use, and a failure to meet a consumer guarantee does not amount to a major failure, Lumio's liability for that failure is limited, to the extent permitted by s 64A of the Australian Consumer Law, to one or more of: resupplying the Services, or paying the cost of having the Services resupplied. Nothing in this clause limits a remedy available to the Client for a major failure.
Lumio will not, in trade or commerce, engage in conduct that is misleading or deceptive or likely to mislead or deceive, consistent with s 18 of the Australian Consumer Law. Nothing in this Agreement limits any right the Client has in relation to conduct that contravenes that section.
Where the Client is a "small business" within the meaning given to that term by ss 23(4)–(5) of the Australian Consumer Law (as amended from time to time) and this Agreement is a standard form contract, Lumio does not seek to apply, rely on, or enforce any term of this Agreement against the Client to the extent a court or tribunal would find that term to be an unfair contract term under ss 23–28 of the Australian Consumer Law. Any such term is void to that extent, and the remainder of this Agreement continues to operate so far as practicable, consistent with clause 20 (severability).
Subject to clauses 11 and 12, and to the maximum extent permitted by law, Lumio's total liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), under statute, or otherwise, is limited to the amount the Client paid for the Services giving rise to the liability. Lumio is not liable for any indirect, special, or consequential loss, including loss of profits, revenue, business opportunity, or data, except to the extent a consumer guarantee under clause 11 provides otherwise.
Cancellation and refund eligibility at each stage of the engagement are set out in full in Lumio's Refund Policy, published at lumiowebsitebuilder.com/refund-policy and incorporated into this Agreement by reference. Either Party may terminate this Agreement for the other Party's unremedied material breach, by written notice, where the breach is not cured within fourteen (14) days of notice of the breach being given.
Neither Party is liable for any delay or failure to perform its obligations under this Agreement (other than an obligation to pay money) to the extent the delay or failure is caused by an event beyond that Party's reasonable control, including a failure of a third-party service Lumio relies on to provide the Services.
A notice under this Agreement must be given in writing and sent by email to the address the recipient has provided in connection with this Agreement — for Lumio, the address in clause 22, and for the Client, the email address supplied at checkout. A notice is treated as received when sent, unless the sender receives an automated message indicating delivery failed.
The Client may not assign or transfer any right or obligation under this Agreement without Lumio's prior written consent. Lumio may assign this Agreement, in whole or in part, to a related body corporate or to a person who acquires the whole or substantially the whole of Lumio's business, by giving the Client written notice.
This Agreement, together with the Terms of Service, Refund Policy, and Privacy Policy referred to in it, constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior discussions, representations, or agreements, whether written or oral, except for any fraudulent misrepresentation.
If any provision of this Agreement is held to be void, illegal, or unenforceable, that provision is severed from this Agreement to the extent of the invalidity, illegality, or unenforceability, and the remainder of this Agreement continues in full force and effect.
This Agreement is governed by the laws of the Australian state or territory in which Lumio's principal place of business is located, and the Parties submit to the non-exclusive jurisdiction of the courts of that state or territory and of the Commonwealth of Australia.
Local consumer protection laws in the Client's own jurisdiction may also apply to this Agreement in addition to Australian law, and nothing in this clause is intended to override a right the Client cannot lawfully waive under such a law.
Lumio may update the standard terms of this Agreement from time to time for future Clients; the version number at the top of this document identifies the version in force for the Client's own order and is not varied by a later update. The Client's acceptance of this Agreement is recorded against its order at the moment payment is completed, together with the date and time of acceptance. A copy of this Agreement and the Client's payment receipt are emailed to the Client for its records.
Lumio Studio, ABN 21 904 194 706 — lumiowebbuilder@gmail.com