This Software and Website Development Service Schedule (“Service Schedule”) forms part of the Master Services Agreement (“MSA”) between Empreus IT Support (“Provider”) and the Client. This Service Schedule should be read in conjunction with the MSA and all referenced legal documents.

In the event of any conflict between this Service Schedule and the MSA, the terms of this Service Schedule shall prevail to the extent of the inconsistency.

This Service Schedule governs the design, development, testing, delivery, and ongoing maintenance of custom software applications and websites. The Provider develops bespoke software solutions and builds websites for the Client under the terms set out below.

In addition to the definitions set out in the MSA, the following definitions apply to this Service Schedule:

• “Software” means a custom software application, web application, mobile application, API, database, or other digital product developed by the Provider for the Client under this Service Schedule.
• “Website” means a website designed and built by the Provider for the Client under this Service Schedule, including WordPress sites, e-commerce sites, landing pages, brochure sites, and CMS-based websites.
• “Project” means any software development or website development engagement undertaken under this Service Schedule, as documented in a Statement of Work.
• “Statement of Work” or “SOW” means the document that specifies the scope, requirements, deliverables, milestones, timeline, and fees for a Project.
• “Deliverable” means any work product, software component, website, design asset, source code, documentation, or other output produced by the Provider under a Statement of Work.
• “Source Code” means the human-readable programming code, scripts, theme files, configuration files, and related technical documentation that comprise the Software or Website.
• “CMS” means the Content Management System used to build and manage the Website (e.g., WordPress, or other platform as specified in the SOW).
• “Go-Live” means the date on which the Software or Website is deployed to the production environment and made available for the Client’s operational use, as confirmed in writing by both parties.
• “Warranty Period” means the 30-day period following Go-Live during which the Provider will rectify Defects at no additional cost.
• “Defect” means a failure of the Software or Website to perform materially in accordance with the specifications documented in the Statement of Work. A Defect does not include issues caused by the Client’s modifications, third-party software, hardware failures, or use outside the intended purpose.
• “Project Fee” means the fixed fee payable by the Client for a Project, as specified in the Statement of Work.
• “Retainer Fee” means the recurring monthly fee for ongoing maintenance and support, as specified in the Quote.
• “Change Request” means a written request from the Client to modify, add to, or remove functionality from the agreed scope of a Statement of Work.

The Provider shall develop custom Software for the Client as specified in the applicable Statement of Work. Software development services may include:

• Custom web application development
• Custom mobile application development (iOS, Android, cross-platform)
• API development and integration with third-party systems
• Database design, development, and data modelling
• UI/UX design (wireframing, prototyping, visual design, user experience)
• Cloud infrastructure setup and configuration (e.g., AWS, Azure, Google Cloud)
• Software testing and quality assurance (functional, integration, regression, performance)
• Deployment to staging and production environments

The Provider shall design and build Websites for the Client as specified in the applicable Statement of Work. Website development services may include:

4.1 Website Design and Development

• WordPress website design and development
• E-commerce website builds (WooCommerce, Shopify, or other platforms as specified in the SOW)
• Landing page and brochure site design and development
• Custom theme and template development
• Responsive design for desktop, tablet, and mobile devices
• UI/UX design tailored to the Client’s brand and audience

4.2 CMS Setup and Configuration

The Provider shall install, configure, and customise the CMS for the Client’s Website, including:

• CMS installation and core configuration
• Theme installation and customisation
• Plugin and extension installation and configuration
• User roles and permissions setup within the CMS
• Contact forms, enquiry forms, and other interactive elements
• Integration with third-party services (e.g., email marketing, CRM, analytics, payment gateways)

4.3 Content Population

Where specified in the Statement of Work, the Provider shall populate the Website with content provided by the Client. This includes building pages using the agreed templates, inserting text, images, and documents provided by the Client, formatting content for web display, and creating navigation menus and internal linking structures.

The Client is responsible for providing all content (text, images, logos, documents, videos) in a ready-to-use format and in a timely manner. The Provider is not responsible for content creation, copywriting, photography, or graphic design unless separately agreed in the SOW.

4.4 Domain and Hosting Setup

Where specified in the Statement of Work, the Provider shall set up domain and hosting infrastructure for the Website as part of the build, including:

• Domain DNS configuration to point to the hosting environment
• Hosting environment provisioning and server configuration
• SSL certificate installation and HTTPS enforcement
• Email configuration (MX, SPF, DKIM, DMARC records) if email services are part of the project scope

Ongoing domain management is provided under the Domain Services – Service Schedule (EMPREUS-SS-DOM-001). Ongoing hosting and website maintenance is provided under the Managed Website Services – Service Schedule (EMPREUS-SS-WEB-001). The initial setup under this section covers the build phase only.

4.5 Website Migration

Where the Client is migrating from an existing website or platform, the Provider shall plan and execute the migration, including:

• Pre-migration assessment of the existing website (content audit, URL structure, functionality)
• Content migration (pages, posts, images, documents, media files)
• URL redirect mapping (301 redirects from old URLs to new URLs to preserve search engine rankings)
• DNS cutover coordination to minimise downtime
• Post-migration testing and validation (broken links, missing content, functionality checks)
• Search engine resubmission (sitemap submission to Google Search Console, Bing Webmaster Tools)

Website migration complexity varies significantly. The Provider will assess the migration scope and provide a detailed migration plan as part of the Statement of Work. Complex migrations (e.g., platform changes, large content volumes, custom functionality rebuilds) may require a separate migration fee.

4.6 E-Commerce

Where the Statement of Work includes an e-commerce build, the Provider shall configure the e-commerce platform, including:

• Product catalogue setup (categories, products, variants, pricing)
• Payment gateway integration (e.g., Stripe, PayPal, Square, Afterpay)
• Shipping configuration (rates, zones, calculators)
• Tax configuration (GST settings for Australian businesses)
• Order notification emails and customer communication templates
• Inventory management setup (where supported by the platform)
• Checkout flow configuration and optimisation

Ongoing e-commerce management (product updates, order management, platform maintenance) is not included in the Project scope unless specified. Ongoing management may be provided under the Managed Website Services schedule or a separate retainer.

Each Project (whether software or website) shall be documented in a Statement of Work that includes project description and objectives, functional and technical requirements, deliverables and acceptance criteria, project milestones and timeline, fee structure and payment schedule, technology stack and platform specifications, third-party services or licences required, assumptions and dependencies, and Client responsibilities.

The SOW, once signed by both parties, forms part of this Service Schedule.

If the Client wishes to modify the scope after the SOW has been signed, the Client shall submit a Change Request in writing. The Provider will assess it and provide an updated timeline and cost estimate. No Change Request shall be implemented until both parties agree in writing. The Provider may decline a Change Request if it would materially compromise the architecture, security, or deliverability of the Project.

7.1 Development Process

The Provider shall follow a structured development process appropriate to the Project type. For software projects, this may include Agile sprints, iterative development, and continuous integration. For website projects, this typically follows a phased approach of discovery, design, development, content population, testing, and launch.

7.2 Milestones and Progress

The Provider will deliver the Project according to the milestones specified in the SOW and keep the Client informed through regular updates.

7.3 Client Review and Feedback

At key milestones (e.g., design mockup approval, staging site review, beta delivery), the Provider will present Deliverables for review. The Client shall provide feedback within 5 business days unless a different period is specified in the SOW. Delays in feedback may cause corresponding project delays.

7.4 Acceptance Testing

Upon completion and deployment to staging, the Client shall conduct acceptance testing against the criteria in the SOW. The Client has 10 business days to provide written acceptance or a list of Defects. If the Client does not respond within the acceptance period, the Deliverables shall be deemed accepted.

7.5 Go-Live

Following successful acceptance (or deemed acceptance), the Provider will deploy to production. The Provider will provide reasonable support during the Go-Live period.

Upon completion of the Project and full payment of all outstanding fees, the Provider shall deliver the complete Source Code to the Client. For websites, this includes theme files, custom plugin code, configuration files, and database exports. For software, this includes application code, database schemas, build scripts, and technical documentation.

Source Code will be delivered via a method agreed with the Client (e.g., Git repository transfer, secure file transfer). The Provider is not obligated to deliver Source Code until all outstanding payments have been received in full.

9.1 Warranty Period

The Provider warrants that the Software or Website will perform materially in accordance with the SOW specifications for 30 days from Go-Live.

9.2 Defect Remediation

During the Warranty Period, the Provider will rectify Defects at no additional cost using commercially reasonable efforts.

9.3 Warranty Exclusions

• Issues caused by the Client’s modifications without the Provider’s approval
• Issues caused by third-party software, plugins, themes, or APIs not supplied by the Provider
• Use of the Software or Website outside its intended purpose or specifications
• Issues caused by changes to the Client’s hosting, hardware, browser, or infrastructure
• Feature requests or enhancements not in the original SOW
• Content errors or data quality issues from the Client’s inputs
• Issues from the Client’s failure to maintain the hosting environment or apply recommended updates
• For websites: plugin or theme conflicts introduced by the Client after Go-Live

9.4 Post-Warranty

After the Warranty Period, support is provided under a maintenance retainer (see Section 12) or at the rates in the Managed IT Services schedule.

Following Go-Live and the Warranty Period, the Provider may provide ongoing maintenance under a separate retainer. For software, this may include bug fixes, security patches, minor enhancements, performance monitoring, and database maintenance. For websites, ongoing maintenance is typically provided under the Managed Website Services – Service Schedule (EMPREUS-SS-WEB-001), which covers CMS updates, plugin patching, security monitoring, backups, and content updates.

The Client may choose to engage the Provider for software maintenance under this Service Schedule, or for website maintenance under the Managed Website Services schedule, or both as appropriate.

11.1 Client Ownership

Upon full payment of all fees due under the applicable SOW, all intellectual property rights in the custom-developed Software, Website design, custom theme, custom code, and Deliverables shall transfer to and vest in the Client.

11.2 Provider’s Pre-Existing IP

Any intellectual property owned by the Provider prior to this Service Schedule, or developed independently, remains the Provider’s property. Where pre-existing IP is incorporated (e.g., reusable code libraries, starter themes, frameworks), the Client is granted a non-exclusive, perpetual, royalty-free licence to use it solely within the delivered Software or Website.

11.3 Third-Party Components

The Software or Website may incorporate third-party libraries, frameworks, plugins, themes, APIs, or open-source components. The Client’s right to use such components is subject to the applicable licence terms (e.g., GPL for WordPress themes/plugins, commercial licences). The Provider shall disclose material third-party components and their licence terms.

11.4 IP Before Full Payment

Until full payment is received, all intellectual property remains with the Provider. The Client receives a limited licence to use the Software or Website for its intended purpose during this period.

11.5 Moral Rights

To the extent permitted by law, the Provider’s employees and contractors consent to the Client’s use, modification, and adaptation without attribution following the transfer of IP rights.

11.6 Client Content

All content provided by the Client (text, images, logos, documents, videos) remains the Client’s exclusive intellectual property at all times.

11.7 IP Indemnification

The Provider shall defend and indemnify the Client from third-party claims alleging that the custom-developed portions (excluding third-party components and Client material) infringe IP rights, provided the Client promptly notifies the Provider and cooperates in the defence.

12.1 Project Fee

The Client shall pay the Project Fee as specified in the SOW. A deposit (typically 50%) is due before work commences.

12.2 Payment Schedule

A typical payment schedule is 50% deposit on signing, 25% at midpoint milestone, and 25% on Go-Live/acceptance. Alternative schedules may be agreed for larger projects.

12.3 Retainer Fee

Where ongoing software maintenance is agreed, the Retainer Fee is invoiced monthly in advance. Hours do not roll over unless agreed in writing.

12.4 Change Request Fees

Change Requests are quoted separately and payable in addition to the original Project Fee.

12.5 Hosting and Third-Party Costs

Cloud hosting costs, third-party API fees, premium theme/plugin licence fees, domain registration fees, and other infrastructure costs are the Client’s responsibility unless explicitly included in the Project Fee.

12.6 Payment Terms

All payment obligations are subject to the Payment – Terms & Conditions at empreusitsupport.com.au/payment-terms-and-conditions.

12.1 Project Fee

The Client shall pay the Project Fee as specified in the SOW. A deposit (typically 50%) is due before work commences.

12.2 Payment Schedule

A typical payment schedule is 50% deposit on signing, 25% at midpoint milestone, and 25% on Go-Live/acceptance. Alternative schedules may be agreed for larger projects.

12.3 Retainer Fee

Where ongoing software maintenance is agreed, the Retainer Fee is invoiced monthly in advance. Hours do not roll over unless agreed in writing.

12.4 Change Request Fees

Change Requests are quoted separately and payable in addition to the original Project Fee.

12.5 Hosting and Third-Party Costs

Cloud hosting costs, third-party API fees, premium theme/plugin licence fees, domain registration fees, and other infrastructure costs are the Client’s responsibility unless explicitly included in the Project Fee.

12.6 Payment Terms

All payment obligations are subject to the Payment – Terms & Conditions at empreusitsupport.com.au/payment-terms-and-conditions.

13.1 Requirements and Specifications

The Client shall provide clear, complete, and accurate requirements. The Provider will refine requirements during discovery, but the Client retains responsibility for confirming the SOW specifications.

13.2 Content Provision

The Client shall provide all content (text, images, logos, documents, videos, product data) in a ready-to-use format and within the timeframes specified in the SOW. Delays in content provision may delay the project.

13.3 Content Compliance

The Client warrants that all content does not infringe third-party IP, does not contain defamatory or unlawful material, and complies with Australian Consumer Law, the Competition and Consumer Act 2010 (Cth), and the Privacy Act 1988 (Cth). The Client shall indemnify the Provider against content-related claims.

13.4 Timely Feedback and Approvals

Feedback within 5 business days at each milestone. Delays may cause project delays and additional costs.

13.5 Access and Credentials

The Client shall provide access to all required systems, hosting environments, domain registrars, and third-party services.

13.6 Testing and Acceptance

The Client shall participate in acceptance testing and provide timely written feedback.

13.7 Post-Delivery Responsibility

After Source Code handover, if the Client does not engage the Provider for ongoing maintenance, the Client is solely responsible for the security, patching, hosting, and maintenance of the Software or Website.

Where the SOW includes hosting setup, the Provider shall configure the hosting environment. For websites, ongoing hosting and maintenance is available under the Managed Website Services schedule (EMPREUS-SS-WEB-001). For software applications, hosting may be provisioned on cloud platforms (AWS, Azure, Google Cloud) with costs passed through or included in retainer as agreed.

If the Client chooses not to engage the Provider for ongoing hosting, the Client is responsible for their own hosting environment post-Go-Live.

15.1 Definitions

“Confidential Information” means any non-public information disclosed by one party to the other, including trade secrets, business strategies, financial data, Source Code, software architecture, website designs, project specifications, user credentials, and customer data.

“Data Protection Laws” means all applicable legislation including the Australian Privacy Act 1988 (Cth), APPs, and if applicable, GDPR.

15.2 Confidentiality Obligations

Each party shall use Confidential Information solely for fulfilling obligations under this Agreement and shall not disclose it without prior written consent.

15.3 Source Code Confidentiality

Prior to IP transfer, Source Code is the Provider’s Confidential Information. After transfer, it becomes the Client’s, and the Provider shall not retain or use it except for maintenance services if engaged.

15.4 Data Privacy

Both parties shall comply with all applicable Data Protection Laws. If the Software or Website collects personal data, the Provider shall implement security by design. The Client is responsible for ensuring compliance with privacy laws regarding data collected.

15.5 Data Breach Notification

The Provider shall promptly notify the Client of any confirmed or suspected security breach affecting data within the Provider’s control.

15.6 Survival

Confidentiality obligations survive termination for as long as either party possesses the other’s Confidential Information.

16.1 Development Warranty

The Provider warrants that work will be performed in a professional manner consistent with industry standards, and that Deliverables will perform materially in accordance with the SOW during the Warranty Period.

16.2 No Guarantee of Results

The Provider does not warrant specific business outcomes, traffic levels, search rankings, conversion rates, or revenue. The Client retains responsibility for business decisions.

16.3 Third-Party Components

The Provider makes no warranties regarding third-party components, plugins, themes, APIs, or hosting platforms.

16.4 Security Disclaimer

The Provider implements security best practices but does not warrant that the Software or Website will be free from all vulnerabilities.

16.5 Content Disclaimer

The Provider is not responsible for the accuracy, legality, or compliance of content published on the Website.

16.6 Disclaimer of Implied Warranties

All implied warranties are disclaimed to the maximum extent permitted by law. Australian Consumer Law rights are preserved.

17.1 No liability for indirect, incidental, consequential, or special damages.

17.2 Aggregate liability per SOW shall not exceed the total Project Fee paid for that SOW.

17.3 Aggregate liability for maintenance shall not exceed six (6) months of Retainer Fees.

17.4 No liability for issues from Client modifications, third-party failures, or use outside specifications.

17.5 No liability for content published by or on behalf of the Client.

17.6 Claims within twelve (12) months.

17.7 Limitations do not apply to gross negligence, wilful misconduct, or IP indemnification under Section 11.7.

18.1 By the Provider: IP indemnification per Section 11.7, and indemnification for gross negligence or wilful misconduct.

18.2 By the Client: Indemnification for Client content, Client modifications post-handover, use in breach of laws, and failure to comply with third-party licence terms.

19.1 Project-Based Work

Each SOW commences upon signing and concludes upon delivery and full payment. No fixed minimum term; the term is defined by the project milestones.

19.2 Maintenance Retainer

Software maintenance retainers operate month-to-month unless otherwise specified. Either party may terminate with 30 days’ written notice. Website maintenance is typically provided under the Managed Website Services schedule.

19.3 Termination for Convenience

Either party may terminate an active SOW with 30 days’ notice. The Client shall pay for all work completed to date plus non-recoverable third-party costs.

19.4 Termination for Breach

Either party may terminate immediately if the other materially breaches and fails to cure within 14 days of written notice.

19.5 Effect on IP

Upon termination and payment for completed work, IP in completed Deliverables transfers to the Client per Section 11. Unpaid work remains Provider IP.

19.6 Source Code on Termination

If terminated mid-project and the Client has paid for completed work, Source Code for completed portions is delivered within 14 days as-is without warranty.

19.7 General Termination

Also governed by the Termination – Terms & Conditions at empreusitsupport.com.au/termination-terms-conditions.

Standard force majeure provisions apply. 30-day threshold. Client pays for completed work.

21.1 Relationship to MSA

This Service Schedule supplements and forms part of the MSA. All MSA terms apply.

21.2 Independent Contractor

The Provider is an independent contractor. No employment, partnership, or agency relationship is created.

21.3 Non-Solicitation

During the term and for 12 months after, neither party shall solicit or hire the other’s employees or contractors materially involved in the Project, without prior written consent.

21.4 Portfolio and Reference

The Provider may reference the Client and include a general project description in portfolio or marketing materials, subject to the Client’s prior written consent.

21.5 Transition to Managed Website Services

Upon completion of a website build, the Provider recommends the Client engage the Managed Website Services – Service Schedule (EMPREUS-SS-WEB-001) for ongoing hosting, security, backups, updates, and content management. Without ongoing management, the Client assumes full responsibility for the Website’s security, maintenance, and hosting.

21.6 Cross-References

• Master Services Agreement (EMPREUS-MSA-001)
• Managed IT Services (EMPREUS-SS-MIT-001)
• Managed Website Services (EMPREUS-SS-WEB-001) — for ongoing website maintenance
• Domain Services (EMPREUS-SS-DOM-001) — for ongoing domain management
• Payment – Terms & Conditions
• Termination – Terms & Conditions
• Quote – Terms & Conditions
• Privacy Policy

21.7 Amendments

No modification shall be valid unless in writing and signed by both parties. SOWs may be amended by mutual written agreement.

21.8 Severability

If any provision is unenforceable, the remaining provisions remain in full force.

21.9 Entire Agreement

This Service Schedule, together with the applicable SOW(s), the MSA, and all incorporated documents, constitutes the entire agreement regarding the Software and Website Development Services described herein.