Version 2.0 | Effective 4 September 2026
www.sandhurstdigital.com.au · 6 Sandhurst Grove, Warranwood VIC 3134 · ABN 77 655 996 982
These Terms apply to all Services purchased by the Client on or after 4 September 2026, and to any earlier Services the Client agrees in writing (including by tick-box) to bring under these Terms.
1. Parties, brands and structure
1.1 The Supplier is Sandhurst Digital Pty Ltd ABN 77 655 996 982 of 6 Sandhurst Grove, Warranwood VIC 3134. The Supplier trades as Sandhurst Digital and KoalaBoss.
1.2 KoalaBoss is a WordPress maintenance and automation platform and brand of the Supplier. It is not a separate contracting party. References to KoalaBoss are references to the Supplier providing that platform or using it to deliver Services.
1.3 The Client contracts only with the Supplier. No trustee, beneficiary, director, employee or related body corporate of the Supplier is a party to this Agreement or has any personal liability to the Client except to the extent the law does not allow that limitation.
1.4 The Supplier may use employees, contractors and related bodies corporate to perform the Services. The Supplier remains responsible to the Client for the Services.
2. Agreement, Statements of Work and inconsistency
2.1 These Terms plus each Statement of Work and any applicable Schedule form the Agreement.
2.2 If there is an inconsistency, the Statement of Work prevails over a Schedule, and a Schedule prevails over these Terms, in each case only to the extent of the inconsistency.
2.3 Each Statement of Work is a separate contract for the Services described in it. A breach of one Statement of Work does not by itself let a party withhold performance of another, except that the Supplier may suspend or terminate all Agreements under clause 8 if the Client is in payment default or insolvent.
2.4 A Statement of Work may only be varied in writing (including email or a further accepted quote) agreed by both parties. The Supplier may decline work that is outside the agreed scope. Additional work is quoted before it starts.
3. How the Agreement is formed
3.1 The Client accepts these Terms by doing any of the following: (a) signing a Statement of Work; (b) clicking or ticking to accept a stated version of these Terms; (c) accepting a Supplier quote that incorporates these Terms by version number and URL.
3.2 Paying an invoice is not, by itself, acceptance of a new Statement of Work or of extra work. Acceptance of a new version of these Terms is as set out in clause 12.
3.3 The person who accepts warrants they have full authority to bind the Client.
4. Services
4.1 The Supplier will provide the Services and Deliverables set out in the Statement of Work, with due care and skill.
4.2 Delivery dates are estimates, not guarantees. The Supplier is not liable for delay caused by the Client, by a third-party platform, or by an event outside the Supplier’s reasonable control.
4.3 The Client must provide, promptly and accurately, any information, access, content, approvals, hosting logins, plugin licences and other materials the Supplier reasonably needs (Client Materials). If Client Materials are late, wrong or incomplete, the Supplier may pause the Services and extend timeframes.
4.4 The Services are limited to what is in the Statement of Work. If extra work is needed or requested, the Supplier will notify the Client of the extra fee before doing that work, except urgent security work reasonably required to protect a live site, which may be done and then invoiced at the Supplier’s then-current rates if the Client cannot be reached in time.
5. Fees and payment
5.1 The Client must pay the Service Fee in the amount and on the terms in the Statement of Work. Unless the Statement of Work says otherwise: invoices are payable within 14 days; prices are exclusive of GST; recurring hosting and care-plan fees are billed monthly in advance; project deposits are billed before work starts.
5.2 A deposit is applied against work actually performed. If the Supplier terminates for convenience, any unused deposit is refunded. If the Client terminates for convenience, the Supplier may keep the deposit to the extent it reflects work done, third-party costs incurred, and a reasonable allowance for reserved time, and will refund any clear surplus.
5.3 Reasonable out-of-pocket expenses (domains, plugins, stock, third-party licences, paid ads, fonts) are payable by the Client. The Supplier will seek approval before incurring an expense over $250 unless the Statement of Work already authorises it. A 10% handling fee applies when the Supplier purchases a third-party licence or service on the Client’s behalf.
5.4 If money is overdue: (a) Default Interest accrues; (b) the Client must pay the Supplier’s reasonable enforcement costs; (c) the Supplier may suspend Services (including hosting, after the notice in clause 8.4); (d) the Supplier may withhold Deliverables and access until paid; (e) the Supplier may terminate.
6. Intellectual property
6.1 Background IP stays with the Supplier (or its licensors). Nothing transfers Background IP to the Client. The Client receives a licence to use Background IP only as needed to use the Deliverables during the Agreement, and after full payment, only as embedded in the paid Deliverables.
6.2 Custom Deliverables created specifically for the Client vest in the Supplier until the relevant Service Fee is paid in full. On full payment, the Supplier assigns the Intellectual Property in those custom Deliverables to the Client, excluding Background IP, KoalaBoss, and Third-Party Materials.
6.3 KoalaBoss software, dashboards, plugins, automation, reports engines, look and feel, and related IP remain the Supplier’s property (or that of the Supplier’s licensors). The Client receives only the licence in Schedule C or, where KoalaBoss is used to deliver a care plan, a limited right to receive the output of that care plan, not a licence to the platform itself.
6.4 WordPress, plugins, themes, fonts, stock, libraries and other Third-Party Materials remain with their owners. Many are licensed under GPL or similar terms. The Supplier cannot assign them. The Client’s use is on the relevant third-party terms.
6.5 The Client grants the Supplier a licence to use Client Materials to provide the Services, and warrants it has the rights to do so.
6.6 The Supplier may show the Deliverables and the Client’s name and logo in its portfolio, website and social media unless the Client opts out in writing.
7. Confidentiality, privacy and data
7.1 Each party must keep the other party’s Confidential Information confidential except where disclosure is required by law, to professional advisers under a duty of confidence, or to subcontractors who need it to perform the Agreement and are bound to confidentiality.
7.2 For personal information on a Client website or in Client systems, the Client is the APP entity (or equivalent) responsible for that information. The Supplier processes it only to provide the Services. The Client must tell the Supplier if a site holds health, financial or children’s data, or data of a kind that would change the Supplier’s risk.
7.3 The Supplier will take reasonable steps to protect personal information it holds in providing the Services, and will notify the Client promptly if it becomes aware of a data breach affecting that Client. The Client remains responsible for its own privacy notices, consents, and notifications to the OAIC or affected individuals unless the parties agree otherwise in writing.
7.4 The Supplier’s own privacy collection (accounts, billing, KoalaBoss logins) is described in the Supplier’s privacy policy, available on request.
8. Term, suspension and termination
8.1 Each Statement of Work starts on its Start date and continues for the Initial term, then month to month, until terminated under this clause. If no term is stated, it is month to month after Services start.
8.2 Either party may terminate a Statement of Work by giving 4 weeks’ written notice.
8.3 A party may terminate if the other: (a) does not pay an amount within 5 Business Days after it is due (Supplier only, in the case of Client non-payment); (b) materially breaches and does not remedy within 10 Business Days after notice; (c) becomes insolvent; or (d) uses the Services for unlawful content, abuse of the Supplier’s staff, or a serious security threat, and does not stop on notice.
8.4 If hosting or a live site is to be suspended for non-payment, the Supplier will give at least 7 days’ written notice before taking the site down, unless the site is being used for illegal activity or presents an urgent security risk to the Supplier or others. After termination or suspension for non-payment, the Supplier will, on request and after payment of amounts owing, provide a reasonable handover of the site files and a recent backup it actually holds.
8.5 On termination the Client must pay for Services performed, including part performance, and for committed third-party costs. Unused prepaid hosting or SaaS fees after the notice period are not refundable unless the Supplier terminated for convenience or the law requires a refund.
9. Security, hosting and third parties
9.1 The Supplier does not warrant that any website, plugin, theme, server or the KoalaBoss platform cannot be hacked, will be uninterrupted, or will be error-free. WordPress and its ecosystem are third-party software.
9.2 The Client is responsible for: choosing to run WordPress; the quality of plugins and themes it requires the Supplier to keep; user accounts it controls; and content it publishes. If the Client refuses a reasonably recommended security, backup or update step, the Supplier is not liable for loss that recommendation would likely have avoided.
9.3 Malware cleanup, incident response, migrations after a hack, and restoring from backup are not included in a care plan unless the Statement of Work says so. They are quoted or billed at then-current rates.
9.4 Hosting, DNS, email, CDNs, payment gateways, WP Engine, Cloudflare and similar platforms are supplied by third parties on their own terms. The Supplier is not liable for those parties’ outages, data loss or changes.
9.5 Backups are a best-effort service to the frequency in the Statement of Work. The Client should keep its own copy of critical content. Restore is not guaranteed to a particular point in time if a backup job failed, was incomplete, or the failure occurred between backup runs.
10. Client content and indemnity
10.1 The Client is solely responsible for its content, products, claims, customers and end users.
10.2 The Client indemnifies the Supplier against Claims arising from Client Materials, the Client’s products or services, the Client’s customers, or the Client’s breach of this Agreement, except to the extent the Claim is caused by the Supplier’s fraud or a Non-excludable Condition the Supplier has actually breached.
11. Liability
11.1 Nothing in this Agreement excludes, restricts or modifies a Non-excludable Condition. Where the Supplier’s liability for a Non-excludable Condition can be limited, it is limited (at the Supplier’s option) to supplying the Services again or paying the cost of having the Services supplied again.
11.2 The Supplier does not warrant search rankings, sales, conversion rates, or that the Client will achieve any business outcome. Those depend on the Client and on factors outside the Supplier’s control.
11.3 To the extent permitted by law, the Supplier’s total aggregate liability to the Client for all Claims in connection with the Agreement is limited to the fees actually paid by that Client to the Supplier in the 12 months before the Claim arose (or, if shorter, the period since Services first started for that Client).
11.4 To the extent permitted by law, the Supplier is not liable for consequential, indirect or special loss, including lost profit, lost revenue, lost data, lost ranking, or reputational loss.
11.5 Clauses 11.3 and 11.4 do not apply to liability that cannot be limited: fraud, or death or personal injury caused by the Supplier’s negligence.
11.6 Each party must not admit liability to a third party for a Claim that may be insured without first notifying the other party (and, where relevant, the insurer), except where a regulator or court requires it.
12. Changes to these Terms
12.1 The Supplier may issue a new version of these Terms with a new version number and date. The Supplier will email that version, or a link to it, to the Client at least 14 days before it takes effect.
12.2 The Client does not need to sign again. A new version takes effect on the stated date. If the Client keeps using the Services or paying invoices after that date, the Client accepts the new version. If the Client does not agree, it may terminate under clause 8.2. Termination does not undo Services already performed or fees already payable.
12.3 A new version of these Terms does not by itself change prices, deposits, deliverables, payment milestones, or other commercial terms already set out in a Statement of Work that is in force. Those change only by written variation (including email) under clause 2.4.
12.4 The Supplier may decline to start new work, or to renew a care plan after the notice period in clause 8.2, if the Client refuses a new version of these Terms.
13. Insurance
13.1 The Supplier intends to maintain professional indemnity and cyber insurance appropriate to its business. Until a policy is bound, the Supplier does not represent that such cover is in place. After a policy is bound, the Supplier will record that in a new version of these Terms under clause 12. The Client does not need to sign again. On request, the Supplier will provide a certificate of currency.
13.2 The Client should consider its own cyber, business interruption and public liability cover for its websites and customer data.
14. Personnel
14.1 During the Agreement and for 12 months after, the Client must not solicit the Supplier’s employees to leave and work for the Client in a role similar to the Services. This does not stop hiring through a genuine public advertisement.
15. Other clients
15.1 The Supplier may work for other clients, including businesses in the same industry as the Client, provided it does not misuse the Client’s Confidential Information.
16. GST
16.1 Amounts are exclusive of GST unless stated. If GST is payable, the Client pays it in addition, against a tax invoice.
17. General
17.1 Notices must be in writing and may be given by email. A notice is taken to be received on the day it arrives, or the next Business Day if after 5pm Melbourne time or on a non-Business Day.
17.2 The Client may not assign the Agreement without the Supplier’s prior written consent (not to be unreasonably withheld). The Supplier may assign the Agreement, or any debt, to a related body corporate or a purchaser of its business.
17.3 If a term is unenforceable it is severed and the rest remains in force.
17.4 This Agreement is the entire agreement about its subject matter and replaces prior negotiations on that subject matter. It does not replace a Statement of Work still in force under an earlier terms version unless the Client accepts these Terms for that work.
17.5 Nothing creates a partnership, agency or employment.
17.6 Failure to exercise a right is not a waiver.
17.7 Force Majeure suspends the affected non-payment obligations while it continues. The affected party must notify the other and take reasonable steps to resume.
17.8 The laws of Victoria, Australia apply. The parties submit to the exclusive jurisdiction of the Victorian courts.
18. Definitions
Agreementmeans these Terms, the applicable Schedules, and the Statement of Work.
APPmeans the Australian Privacy Principles.
Background IPmeans Intellectual Property the Supplier (or its licensors) owns independently of the Client’s project, including tools, themes of general use, code libraries, know-how, KoalaBoss, and materials developed for more than one client.
Business Daymeans a day banks are open in Melbourne, excluding weekends and public holidays.
Claim includes a demand, action, loss, cost, proceeding or liability.
Confidential Informationmeans non-public information of a party obtained in connection with the Agreement, excluding information that is public (other than by breach), independently developed, or received from a third party free to disclose it.
Default Interestmeans 3% above the prejudgment interest rate prescribed for Victorian courts, accruing daily.
Deliverablemeans material the Supplier is to provide under a Statement of Work.
Force Majeuremeans an event beyond a party’s reasonable control, including fire, flood, epidemic, war, terrorism, utility or major internet failure, and industrial action, but not an obligation to pay money.
Intellectual Property has its ordinary meaning and includes copyright, trade marks, designs, patents, and confidential information.
KoalaBossmeans the Supplier’s WordPress maintenance and automation platform and related services branded KoalaBoss.
Non-excludable Conditionmeans a guarantee, right or remedy under the Australian Consumer Law or other statute that cannot be excluded.
Servicesmeans the services in the Statement of Work, including any Deliverable.
Service Feemeans the fees in the Statement of Work.
Statement of Workmeans the form (including this template completed) that sets the commercial terms for a supply.
Suppliermeans Sandhurst Digital Pty Ltd ABN 77 655 996 982.
Third-Party Materialsmeans software, hosting, plugins, themes, fonts, stock and services owned or licensed by someone other than the Supplier.
Schedule A: Hosting and care plans
This Schedule applies when the Statement of Work ticks Schedule A. It covers website hosting, WordPress care plans, and maintenance delivered using KoalaBoss (including for clients such as those on recurring update and monitoring plans).
A.1 What is included
Only what the Statement of Work lists. A typical care plan may include some of: core, plugin and theme updates via KoalaBoss; uptime checks; backups at the stated frequency; a monthly or weekly report; a defined amount of support time. If an item is not listed, it is not included.
A.2 KoalaBoss as the delivery tool
The Supplier may install a KoalaBoss connector or similar on the site, take backups, run updates, take before-and-after screenshots, and send reports. That does not give the Client a SaaS licence under Schedule C unless Schedule C is also ticked.
A.3 Updates and breakage
Updates can break a site. The Supplier will take reasonable care (including backups and, where the plan includes it, visual checks). Fixing an update conflict, a plugin incompatibility, or a theme conflict is included only to the extent of any support time in the plan. Extra work is quoted.
A.4 Uptime
Uptime monitoring is a target, not a service-level warranty. The Supplier is not liable for downtime of a third-party host, DNS, CDN, or the public internet.
A.5 Support hours
Unless the Statement of Work says otherwise, support is during Business Days, Melbourne time. After-hours emergency work is billable.
A.6 Client-managed hosts
If the Client’s site is not on hosting the Supplier controls, the Client must keep credentials current and not revoke access while the plan runs. The Supplier is not liable for host-side misconfiguration the Client or the host controls.
Schedule B: Project and development services
This Schedule applies when the Statement of Work ticks Schedule B (new sites, rebuilds, features, migrations, integrations).
B.1 Scope
The Statement of Work is the scope. Design exploration, extra pages, extra integrations, content entry, and SEO campaigns are extra unless listed.
B.2 Client delays
The Client must give content and approvals by agreed dates. Time waiting on the Client does not count as Supplier delay. The Supplier may invoice for reserved time reasonably wasted if the Client goes silent for more than 15 Business Days after a request for Client Materials.
B.3 Acceptance
When the Supplier notifies the Client that a Deliverable is ready for review, the Client has 7 Business Days to give written notice of material non-conformity with the Statement of Work. If the Client does not give that notice, the Deliverable is accepted. Minor defects will be fixed in a warranty window of 15 Business Days after acceptance. After that, changes are a new request.
B.4 Go-live
Go-live requires the Client’s confirmation or the expiry of the review window. The Supplier is not responsible for third-party app reviews, Apple/Google stores, payment gateway approvals, or DNS delays.
Schedule C: KoalaBoss SaaS
This Schedule applies when the Statement of Work ticks Schedule C, or the Client registers for a paid or free KoalaBoss account to use the dashboard themselves (including agencies maintaining their own customer sites).
C.1 Licence
The Supplier grants the Client a non-exclusive, non-transferable licence to use KoalaBoss during a paid (or free-tier) subscription, for the number of sites and seats in the Statement of Work or the Client’s KoalaBoss plan.
C.2 The Client’s customers
If the Client uses KoalaBoss on sites belonging to the Client’s own customers, the Client remains fully responsible for those customers. The Supplier has no contract with those customers. The Client must have rights to connect those sites and to process their data.
C.3 Acceptable use
The Client must not reverse engineer KoalaBoss, share logins except with authorised users, overload the service, or use it to maintain sites the Client is not authorised to access.
C.4 Service nature
KoalaBoss is provided on an ‘as is, as available’ basis except for Non-excludable Conditions. Features (updates, rollback, visual regression, reporting, backups, uptime checks) operate as described on koalaboss.com at the time, and may change as the product develops. Material removal of a core paid feature will be treated as a clause 12.3 change for paying Clients.
Free-tier features may be changed or withdrawn with notice.
C.5 Client-site backups via KoalaBoss
Where the plan includes site backups, clause 9.5 applies. KoalaBoss backups are not a substitute for the underlying host backup or the Client’s own copies.
C.6 Fees and cancellation
SaaS fees are billed as stated on the plan (often monthly or annually in advance). The Client may cancel under clause 8.2. Data export: the Client may export site lists and reports it has access to at cancellation. The Supplier may delete Client account data after 30 days unless law requires longer retention.
C.7 White-label reports
Where white-label reporting is enabled, the Client is responsible for the accuracy of its own branding and for what those reports say to its customers.
Document control
This is the current Terms of Service of Sandhurst Digital Pty Ltd. Version 2.0. Effective 4 September 2026. When a new version is issued, the version number and date in this document will be updated. Clients who have accepted these Terms accept later versions as set out in clause 12, without signing again. A new version does not by itself change prices or deliverables already set in a Statement of Work.
