Terms and conditions
Last updated: 07/06/2025
These terms and conditions apply to all agreements for the provision of services by Hustle to the Client.
1. Definitions & Interpretation
1.1 Definitions
- Australian Consumer Law
- means Schedule 2 of the Competition and Consumer Act 2010 (Commonwealth) and any other consumer protection legislation in force in Australia;
- Billing Schedule
- means the billing schedule set out in the Quote.
- Client
- means any person or entity that enters a Contract with Hustle for the Services.
- Contract
- means all agreements for the provision of Services by Hustle to the Client.
- Deliverables
- means the product, program and/or App to be delivered by Hustle as outlined in the Quote including marketing materials and tangible and non-tangible items to be delivered by Hustle.
- Disbursements
- means any fee, charge, cost or expense that Hustle incurs to a third party in order to provide the Services.
- Liability
- means all liability whatsoever and howsoever arising including but not limited to any liability for liquidated damages, loss of production, loss of profit, loss of revenue, loss of use, cost of capital, economic loss or consequential loss, fines and penalties.
- Hustle
- means Hustle Holdings Pty Ltd (ACN 159 750 722) trading as Hustle Agency.
- Intellectual Property Rights
- means all industrial and intellectual property rights both in Australia and throughout the world, whether now known or devised in the future, and for the duration of the rights including any patents, copyright, registered or unregistered trademarks or service marks, registered designs and commercial names and designations, program, circuit layouts, database rights and rights in relation to confidential information and trade secrets, whether or not registered or registrable.
- Fee
- means the fees Hustle will charge the Client to provide the Services as detailed in the Quote.
- Quote
- means the quote provided by Hustle to the Client for the provision of the Services.
- Parties
- means Hustle and the Client jointly.
- Project Scope
- means the scope of works and services Hustle is required to provide in accordance with the Quote.
- Scope of Works
- means the Scope of works as more particularly described in the Quote.
- Services
- means any services which are to be supplied by Hustle in accordance with the Quote and this Contract or as otherwise agreed in writing by the Parties from time to time.
- Software
- means any program or software to be delivered as part of the Deliverables.
- Term
- means the period that the Contract operates and as specified in the Quote, if any.
- Third Party Providers
- means any third party that Hustle may engage in connection with the performance of the Services.
2. General
2.1 These terms and conditions apply to every Contract unless expressly excluded in writing in accordance with these Terms and Conditions and override any terms and conditions of the Client.3. Contract
3.1 The Contract is recorded in writing in the Quote and these terms and conditions. The Contract constitutes the entire agreement between the Parties and supersedes any prior correspondence, negotiation, agreements or course of conduct between the parties. The Contract may only be varied by agreement in writing and executed by the Parties. 3.2 Acceptance of the terms of the Contract by the Client may be constituted by any of signing the Quote, these terms and conditions and returning them to Hustle; providing instructions to Hustle to proceed with the Services after receiving these terms and conditions; or oral acceptance. 3.3 In the event that any provisions of the Contract shall be found in any jurisdiction to be invalid or unenforceable, such finding shall in no event invalidate any other provision or part provision of the Contract, and such provision shall be deemed amended to the minimum extent required to comply with the law of such jurisdiction.4. Professional Fees and Charges
4.1 The Client shall pay Hustle the Fee plus any Disbursements in the frequency and manner specified in the Quote. 4.2 The Client acknowledges and agrees that the Fee may change in the following circumstances: (a) the Client changes the Scope of Works Hustle are required to provide as part of the Services; or (b) when Hustle’s hourly rates for the Services increase from time to time. 4.3 Hustle will advise the Client of any changes to the Fee in writing before undertaking the change in Scope of Works if in accordance with clause 4.2(a) or, if in accordance with clause 4.2(b), by providing not less than two (2) weeks’ notice of the increase in writing.5. Consultants and Sub-Contracting & Third Party Providers
Consultants
5.1 Hustle shall have the right to use properly qualified and experienced independent consultants or sub-contractors in undertaking the Services. The Client acknowledges, agrees and accepts that some of the independent consultants and/or sub-contractors engaged by Hustle may be located outside of Australia.Third Party Providers
5.2 The Client acknowledges that Hustle may engage or contract with Third Party Providers in order to provide the full Service, for example Stripe or Amazon, and that the Client:- may be required to accept the Third Party Provider’s terms and conditions;
- may be required to open an account in the Client’s name directly and enter into a licence agreement with the Third Party Provider for Hustle to provide the Services; and
- acknowledges that all Intellectual Property owned by the Third Party Provider shall remain the property of the Third Party Provider.
6. Time for Delivery of Services & Exclusivity
Time for Delivery of Services
6.1 Any time or date proposed by Hustle for the performance and delivery of the Service is an estimate only and is not an essential term or condition of these Terms and Conditions or of the Contract. 6.2 Hustle will use reasonable endeavours to provide the Services by the time and date specified in the Quote but shall not be liable for the consequences of any delay or failure by Hustle to provide the Services within the period estimated or specified in the Quote.Exclusivity
6.3 The Client acknowledges that Hustle is not required to provide its services, knowledge, skill and expertise exclusively for the Client and Hustle may be engaged by another client of Hustle who is in either direct or partial competition with the Client. 6.4 Nothing in this Contract prevents Hustle from undertaking work for the other client provided that at all times Hustle maintains its confidentiality and other obligations under this Contract.7. Intellectual Property & Ownership in Materials
7.1 Each Party will retain ownership of all Intellectual Property Rights subsisting in any material it provides or makes available to the other party under or in connection with this Contract which is not Developed IP (Pre-existing IP). 7.2 Each Party grants to the other party a non-exclusive, royalty free licence to use, reproduce, modify and adapt its Pre-existing IP only to the extent necessary for the purpose of:- performing its obligations or exercising its rights under this Contract; and
- in the case of the Client, receiving the Services (including through use of the Deliverables) and exercising its rights in the Developed IP.
- Ownership of all Intellectual Property Rights created or developed by or on behalf of Hustle to meet the Client’s requirements under this Contract or otherwise in the course of providing the Services (Developed IP) vest in the Client from creation, subject to:
- full payment of all Fees and Disbursements that may be due and owing to Hustle by the Client; and
- any Third Party Provider Intellectual Property rights.
- The Client grants to Hustle a non-exclusive, royalty free licence to use, reproduce, modify and adapt the Developed IP only to the extent necessary for Hustle to provide the Services and perform its other obligations under this Contract.
8. Disbursements
8.1 Disbursements are expenses paid to (or liability incurred to) a Third Party Provider for the specific benefit of the Client in connection with the Services. Where possible, Hustle will provide the Client with an estimate of any Disbursements required to perform the Services. 8.2 The Client shall pay Hustle any Disbursements incurred by Hustle from time to time to provide the Services.9. Billing and Payment
9.1 In the ordinary course, Hustle shall invoice the Client in accordance with the Billing Schedule set out in the Quote. Invoices for Fees are due and payable within 14 days of the date of issue of such invoices. 9.2 The Client acknowledges that Hustle is required to allocate its resources in advance to perform the Services for the Client and therefore it is reasonable for Hustle to require the Client to pre-pay in accordance with the terms of the Quote for the resources and time allocated to perform the Services for the Client. 9.3 As Hustle allocates its resources and time in advance, the Client will not be entitled to a refund of any Fees prepaid by the Client; however, Hustle will grant a credit for any unused hours or pre-paid Fees for use by the Client within 12 months from the date of payment. Any hours or pre-paid Fees not used during this 12-month period will expire at the end of the period and will not be refunded. 9.4 Invoices for Disbursements as referred to in clause 8 are due and payable within 7 days of the date of issue of such invoices or such other time as may be notified by Hustle to the Client.10. Goods and Services Tax
10.1 The amount of the Fee in the Billing Schedule and all other fees, charges and expenses referred to in the Quote and these terms and conditions are exclusive of Goods and Services Tax (GST) unless otherwise stated. 10.2 Where any Fee or other service, cost, charge or expense is provided by Hustle to the Client and is subject to GST, GST of 10% (or such other amount as may be required by Australian taxation legislation) shall be added and charged to the Client.11. Outstanding Fees
11.1 Hustle shall be entitled to charge interest in respect of any amounts invoiced that are not paid by the due date by the Client. The amount of the interest shall be calculated at the Reserve Bank of Australia cash rate plus 2% per annum, calculated daily until all overdue amounts have been paid. 11.2 In the event the Client shall not pay any amount due to Hustle by the due date, Hustle shall be entitled at its sole discretion to:- withhold, stop or suspend the provision of the Services or restrict the Client’s access to the Services whilst any Fees and Disbursements are outstanding and not paid; and/or
- issue legal proceedings or take any other action in recovery of outstanding fees and the Client shall pay all of the costs and expenses of and incidental to such actions including (but not limited to) legal fees on a solicitor and client basis.
12. Term and Termination
Fixed Term
12.1 Where the Contract is for a specified Term, the Contract may not be terminated by either Hustle or the Client during the Term except in accordance with the terms of this Contract. 12.2 At the conclusion of the Term, either Hustle or the Client may elect in writing to terminate the Contract by providing not less than two (2) months’ notice in writing before the termination date, and upon such notice the Contract shall be terminated on the termination date subject to the rights of Hustle and the Client that are intended to survive the termination of this Contract. 12.3 At the conclusion of the Term, should neither Hustle nor the Client elect to terminate the Contract, the Contract shall continue on a month-by-month basis until such time as either Hustle or the Client give 3 months written notice of termination in which case the Contract shall be terminated 3 months after such notice. 12.4 During the month-by-month period the Contract shall be subject to the same terms and conditions as these terms and conditions except for those changes which are reasonably necessary to make the Contract appropriate for a month-by-month contract, save that the monthly Fees where applicable shall be no less than the amount of these fees and charges during the last month in the Term of the Contract and Hustle shall be entitled to increase the Fee to reflect its then current hourly rates to perform the Services. 12.5 During the Term, Hustle shall be entitled to terminate the Contract by notice in writing to the Client if any of the following occur:- monthly invoices rendered to the Client remain unpaid for a period exceeding 30 calendar days;
- the Client fails to provide reasonable instructions to Hustle as and when required; or
- a receiver, receiver and manager, official manager, trustee, administrator, liquidator or similar official is appointed to the Client.
No Fixed Term
12.6 If there is no fixed Term specified in the Quote, either Hustle or the Client may elect to terminate the Contract at any time by providing not less than 3 months written notice of termination in which case the Contract shall be terminated 3 months after such notice. 12.7 Termination of this Contract by either party shall not prejudice Hustle’s entitlement to payment of any and all Fees and/or Disbursements incurred prior to the date of termination including for work performed but not yet invoiced prior to the date of termination.13. Dispute Resolution
13.1 Should any dispute arise between Hustle and the Client in relation to the Contract, such dispute must in the first instance and at the first reasonable opportunity be referred to the Parties’ respective directors, general managers, chief executive officers or chief financial officers who shall confer in a spirit of good faith and on a without prejudice basis (either in person or by telephone) and in the absence of legal representatives and shall use their best endeavours to resolve such dispute. 13.2 For the purposes of clause 13.1 a reasonable period shall be within no less than 7 calendar days of notification of a dispute by either Party. 13.3 In relation to any dispute as to the amount of any Fees, Disbursements or charges, the Client shall notify Hustle of such a dispute pursuant to clause 13.1 within 14 calendar days of receipt of the invoice with such Fees, Disbursements or charges; otherwise the Client shall not be entitled to make or bring any further dispute, claim, cross-claim, action, proceeding or defence in relation to such fees or charges. 13.4 Nothing in this clause 13 shall prevent Hustle from exercising its rights to termination pursuant to clause 12.5, or from exercising all its rights and entitlements if the dispute resolution mechanism in clause 13.1 does not resolve any dispute.14. Confidentiality
14.1 Hustle shall take all reasonable steps to maintain the confidentiality of any material, methods or information of the Client that the Client informs Hustle is confidential. The Client shall take all reasonable steps to maintain the confidentiality of any material, methods or information of Hustle that Hustle informs the Client is confidential. 14.2 No confidentiality shall attach to any material, methods or information that is required to be disclosed by law, is already known to the other party, is in the public domain, or is available from or disclosed by a third party not bound by a confidentiality agreement in respect of such material, methods or information. 14.3 Should either of the Parties become aware of any attempt by a third party, organisation or authority to gain access to the confidential information of the other party, they will as soon as reasonably practicable inform the other party so the other party has an opportunity to take action to protect their interests.15. Client Systems
15.1 Unless expressly agreed in writing otherwise, the Client is responsible, at its own expense, for establishing, upgrading, providing, maintaining and supporting any computer hardware and systems which is necessary to support the Services.16. Testing, Warranty & Maintenance
Definitions
- Bug
- means any reproducible defect, fault or error in the Software arising directly from Hustle’s implementation of code that fails to conform with the applicable third-party service provider’s then-current technical documentation or recognised industry best practice (for example AWS, Stripe, etc.) as at the date of implementation.
- Excluded Issues
- means any other defect, enhancement request or deviation in the Software, including without limitation:
- any issue not directly caused by non-conformance with a third-party’s documentation or best practice; or
- any issue first reported after completion of external user testing and formal UAT sign-off.
- External User Testing
- means any trial of the Software conducted by a sample of end-users or stakeholders who are independent of Hustle’s development team, under conditions and scenarios that closely mirror intended real-world use, but prior to formal UAT sign-off. External User Testing typically covers:
- functionality checks against agreed user journeys;
- basic usability and navigation feedback; and
- environmental factors (e.g. device types, network conditions).
- User Acceptance Testing (UAT)
- means the formal process by which the Client (or its authorised representatives) validates that the delivered Software satisfies all documented acceptance criteria and business requirements and thereby approves it for production use. UAT is conducted only after External User Testing has been completed to the Client’s reasonable satisfaction and culminates in written sign-off confirming that the Software is fit for release.
Ongoing Maintenance
16.4 The Client acknowledges and agrees that there may be ongoing maintenance and upgrades to the Services required from time to time to maintain functionality and optimum operating experience for the user. Maintenance and upgrades to the Services required from time to time are not a fault, defect or failure with the Services provided and Hustle shall be entitled to charge, at its then current hourly rates, its time to resolve any maintenance issues and/or upgrades required from time to time.Interruption
16.5 The Client acknowledges and agrees that by its nature the internet is not uninterrupted or error-free, and so there may be times when the Services are unavailable or do not work properly due to technical difficulties. We cannot guarantee that the Services will be available or always working correctly. Hustle will not be liable for any loss or damage that the Client may suffer where an interruption may occur to the Services, but Hustle will endeavour to fix any defect or issue as soon as practicable, if it is our obligation to do so under this Contract.17. Client Warranties
17.1 The Client warrants to Hustle that:- all information provided to Hustle by the Client in respect of the Client’s organisation, products, knowledge, technology, services is accurate and complete and does not infringe any other person’s or third party’s Intellectual Property Rights;
- the Client owns full title in and/or has obtained all necessary consents and/or has unrestricted authority to use, sell, advertise, publish and deal with all material, information, testimonial, product, confidential information, personal information or any other thing provided to Hustle in connection with the provision of the Services;
- the content of information to be disseminated in the media in any form provided by the Client to Hustle is accurate and complete and not subject to any legal or other restriction in respect of publication or broadcasting;
- the Client has the financial resources to meet its financial obligations and ongoing financial commitment under this Contract;
- the Client has full power, authority and means to enter into and perform its obligations under the Contract.
18. Client Indemnity
18.1 The Client indemnifies Hustle against all losses, damages, expenses, liabilities, claims, demands, actions, proceedings and costs whatsoever suffered by or brought against Hustle, whether during the Term of the Contract or thereafter, in connection with or arising (directly or indirectly) from any breach by the Client of any of the warranties in clause 17.1, all instructions (including amendments, modifications or cancellations of the Services in progress) from the Client to Hustle; and any breach by the Client of this Contract. 18.2 Without limiting the indemnity and the Client’s obligation under clause 18.1, the Client shall indemnify and keep Hustle indemnified against any Liability arising from and/or in connection with any third party alleging that Hustle has breached its Intellectual Property Rights or the Australian Privacy Act 1988 and Australian Privacy Principles arising from information provided by the Client to Hustle.19. Hustle Warranty
19.1 Hustle warrants to the Client that Hustle has full power, authority and means to enter into and perform its obligations under the Contract; and Hustle is not a party to or engaged in any contract, agreement, arrangement, understanding or conduct in breach of any applicable law or good industry practices such as to have the possibility of adversely affecting the reputation of the Client.20. Limitation of Liability
20.1 In providing the Services, Hustle shall not be liable to the Client for any consequential loss including without limitation loss of production, loss of or corruption to data, loss of profits, loss of contracts, loss of revenue, loss of use, cost of capital, loss of operation time, loss of goodwill or for any punitive damages. 20.2 To the extent permitted by law, Hustle’s total Liability for any claim under or in relation to this Contract, the Services or these Terms and Conditions is limited to the Fee paid by the Client for the Services the subject of the claim. 20.3 Nothing in these Terms and Conditions is to be taken to exclude, restrict or modify any guarantee, condition or warranty that Hustle is prohibited by law from excluding, restricting or modifying. If such a statutory guarantee applies to this Contract and these Terms and Conditions, Hustle’s Liability, at its option, is expressly limited to supplying the Services again or the payment of the cost of having the Services supplied again. 20.4 To the extent permitted by law, all other guarantees, conditions, warranties, representations or Liabilities (including Liability as to negligence) are excluded, other than those expressly referred to in these Terms and Conditions or in the Contract.21. Disengagement Services
21.1 Where Hustle are required to provide the Client with disengagement services to transfer the Services and/or Deliverables to another third party, subject to Hustle’s rights under this Contract, Hustle shall charge its then current hourly rates for time incurred in providing the disengagement services.22. Miscellaneous
22.1 The Parties may assign their interest or part thereof in the Contract to another party only with the prior written consent of the other Party, which consent shall not be unreasonably withheld. 22.2 No delay or omission to exercise any right, power or remedy by Hustle pursuant to the Contract or otherwise is to be construed as any waiver of, or acquiescence in, any continuing breach or similar breach or default occurring subsequently. 22.3 No waiver of any single breach or default is deemed a waiver of any earlier, or later, breach or default. 22.4 All remedies under this Contract, or by law, or otherwise afforded to Hustle, are cumulative and not alternative. 22.5 Unless otherwise expressly agreed in writing, the Contract shall be governed by the laws of New South Wales, Australia. The Parties submit to the jurisdiction of the Courts of New South Wales. 22.6 Nothing in this Contract constitutes a relationship of employer and employee, partners, or principal and agent or joint venture between Hustle and the Client. 22.7 Each party notifying or giving notice under this Contract must do so:- in writing; and
- hand deliver or send such notice by pre-paid ordinary post (or if posted to or from a place outside Australia, by pre-paid airmail) to the address of the recipient or send by email transmission to the email address (or other address or email notified from time to time) set out in the Quote.