Rates statement

The terms assigned to your project are under a “Top-Up” billing system. This means:

1. Pre-Payments: All payments are made in advance in equal blocks, specifically for time tracking against your project.

2. Minimum Top-Up: We agreed on a minimum top-up amount of {{topUpAmount}}

3. Balance Threshold: When your balance falls below the agreed threshold of {{topUpThresholdPercent}}, we will automatically issue an invoice for a top-up to your account.

4. Payment Terms: All invoices are issued with 14-day payment terms.

5. Automatic Invoicing: Invoices are generated and sent automatically for your convenience.

6. Time Tracking Report: At the time of a top-up invoice being sent a time tracking report will be included as a link to a spreadsheet that contains all of the tasks and time spent between the last invoice in the new invoice.

The terms assigned to your project are under a “Top-Up Monthly” billing system. This means:

1. Monthly Billing: A minimum amount will be billed at the start of each month for ongoing project work.

2. Minimum Monthly Amount: The minimum monthly amount specified in your agreement is ${{monthlyTopUpAmount}}.

3. End of Month Adjustment: Any outstanding costs will be invoiced at the end of the month as an adjustment invoice.

4. Payment Terms: All invoices are issued with 14-day payment terms.

5. Automatic Invoicing: Invoices are generated and sent automatically for your convenience.

Your project is billed on a milestone basis, we agree to the Milestone Schedule below that sets out each milestone, its scope, estimated hours and total dollar value. Each milestone will be invoiced in equal blocks of hours, payable in advance within 14-days, as specified in the Milestone Schedule. Payments made are applied as a credit towards the completion of that milestone.

We will deliver the agreed scope for each milestone within the estimated hours wherever reasonably possible. If it becomes clear that the agreed scope for a milestone cannot be completed within the estimated hours, we will not charge beyond the total value of that milestone unless a variation request is submitted, supported by reasonable grounds (for example, a change in scope, new requirements, or external delays), and approved by you in writing.

If a variation cannot be agreed, the parties may elect to proceed on the existing scope within the remaining milestone value, or to end the engagement in accordance with the standard termination provisions of this agreement.

MILESTONE SCHEDULE

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The terms assigned to your project are under a “Subscription” billing system. This means:

1. Monthly Billing: A minimum amount will be billed at the start of each month for ongoing project work.

2. Your subscription amount is: {{subscriptionAmount}}

3. Payment Terms: All invoices are issued with 14-day payment terms.

4. Automatic Invoicing: Invoices are generated and sent automatically for your convenience.

Fixed Fee Terms

These Fixed Fee Terms apply where the Quote specifies that the Services are provided on a fixed-fee basis. They supplement the Terms and Conditions attached to or incorporated into the Quote. To the extent of any inconsistency concerning fees, billing, scope, variations, delivery, acceptance or termination of a fixed-fee project, these Fixed Fee Terms prevail.

1. Fixed Fee

1.1 Hustle will provide the Services and Deliverables expressly identified in the Quote and agreed Scope of Works for the fixed fee specified in the Quote (Fixed Fee).

1.2 The Fixed Fee is based on:

1. the Scope of Works, Deliverables, requirements, assumptions, dependencies, specifications and exclusions contained in the Quote and any approved planning or preparation documentation;
2. the information and instructions provided by the Client before commencement;
3. the Client performing its obligations and providing all required information, materials, access, approvals, decisions and feedback within the timeframes required under these Fixed Fee Terms; and
4. the project proceeding substantially in accordance with the circumstances reasonably anticipated by Hustle when the Quote was prepared.

1.3 The Fixed Fee does not constitute an agreement by Hustle to perform unlimited work or provide services beyond the agreed Scope of Works.

1.4 Hustle may internally record and monitor the time spent performing the Services. The Client acknowledges that such time tracking may be used by Hustle to manage the project and to identify circumstances giving rise to a Variation under clause 5.

2. Fixed Fee Payment Schedule

2.1 Unless a different payment schedule is expressly specified in the Quote, the Fixed Fee will be invoiced as follows:

1. 40% of the Fixed Fee upon acceptance of the Quote and before commencement of the Services;
2. 30% of the Fixed Fee at the commencement of the next project stage or milestone identified by Hustle; and
3. 30% of the Fixed Fee at the commencement of the final project stage or milestone identified by Hustle.

2.2 Each instalment is a prepayment for the allocation of Hustle’s resources and the Services to be performed during the applicable project stage.

2.3 Hustle is not required to commence the project or any subsequent project stage until the applicable instalment has been paid in full.

2.4 All invoices are issued on 14-day payment terms unless otherwise specified in the Quote.

2.5 Hustle may suspend or delay the Services while an invoice remains overdue. Any resulting delay will extend any estimated delivery date or project timetable and will not constitute a breach of the Contract by Hustle.

2.6 All amounts specified are exclusive of GST unless expressly stated otherwise.

3. Scope of Works

3.1 The Fixed Fee applies only to the Services and Deliverables expressly included in the agreed Scope of Works.

3.2 The Client acknowledges that Hustle has calculated the Fixed Fee based upon the information, requirements, assumptions, specifications, dependencies and circumstances known or reasonably anticipated at the time the Quote was prepared.

3.3 Any item, functionality, service, Deliverable, requirement or work not expressly included in the Scope of Works is excluded from the Fixed Fee unless otherwise agreed in writing.

3.4 Where planning, discovery, strategy, design, technical specifications, wireframes, requirements documentation or other preparation documentation is produced and approved by the Client before production of the final Deliverables, that approved documentation forms part of the agreed Scope of Works.

4. Client Responsibilities and Dependencies

4.1 The Client must provide Hustle with all information, materials, content, credentials, system access, approvals, decisions, instructions and feedback reasonably required by Hustle to perform the Services.

4.2 Unless otherwise agreed in writing, the Client must respond to a request from Hustle for information, feedback, approval, instructions or other action within 3 business days.

4.3 The Client is responsible for ensuring that information, requirements, instructions and materials supplied to Hustle are complete and accurate.

4.4 Hustle is entitled to rely upon information, instructions, approvals and representations provided by the Client when determining the Scope of Works, Fixed Fee, project requirements and delivery timetable.

4.5 Any delay caused or contributed to by the Client, including a failure to comply with clause 4.2, will automatically extend the applicable delivery dates and project timetable by at least the period of the delay and by any additional reasonable period required for Hustle to reschedule resources and recommence the affected work.

5. Variations and Additional Work

5.1 A Variation means work, cost or additional time arising from circumstances outside the basis upon which the Fixed Fee was calculated, including:

1. a change, addition or expansion to the Scope of Works, requirements or Deliverables requested by the Client;
2. a change to previously approved planning, documentation, designs, requirements, functionality, specifications, content or direction;
3. additional revisions beyond those included under clause 7;
4. incomplete, inaccurate, misleading or changed information, requirements or instructions supplied by the Client;
5. Client delays, changes in Client decisions, failure to provide required information or approvals, or other acts or omissions of the Client;
6. additional work resulting from changes to third-party platforms, APIs, systems, software, services, technical requirements or documentation;
7. circumstances outside Hustle’s reasonable control which materially increase the work or time reasonably required to complete the agreed Services; or
8. circumstances where the actual time reasonably required to perform an element of the Services materially exceeds the time reasonably anticipated by Hustle when calculating the Fixed Fee, provided Hustle can reasonably demonstrate that the additional time arose from circumstances outside Hustle’s reasonable control and was not merely the result of Hustle underestimating the work that was reasonably foreseeable when the Fixed Fee was agreed.

5.2 Hustle may demonstrate additional time under clause 5.1 by reference to its internal time-tracking records, project records, correspondence, technical information or other reasonable evidence.

5.3 Where Hustle identifies a Variation, Hustle may:

1. provide a fixed additional fee for the Variation; or
2. charge for the additional work at Hustle’s then-current hourly rates.

5.4 Hustle will notify the Client of a material Variation before undertaking the additional work where reasonably practicable.

5.5 Where the circumstances giving rise to a Variation cannot reasonably be identified until work has commenced or investigation has been undertaken, Hustle may charge for the reasonable work necessarily performed in identifying, investigating or responding to those circumstances.

5.6 A Variation may result in an adjustment to the Fixed Fee, project milestones, payment schedule and estimated delivery date.

6. Delivery Timeframes and Delay

6.1 Any delivery date or project timeframe specified in the Quote is based upon the Scope of Works, assumptions, Client dependencies and circumstances reasonably anticipated when the Quote was prepared.

6.2 The Client acknowledges that any stated delivery period assumes:

1. the Client complies with the response periods in clause 4;
2. required Client materials, information and access are supplied when required;
3. approvals and decisions are provided without unreasonable delay;
4. the Scope of Works does not materially change;
5. Third Party Providers perform as reasonably anticipated; and
6. no event or circumstance outside Hustle’s reasonable control materially affects delivery.

6.3 Any maximum or estimated delivery period specified in the Quote will be extended to account for:

1. Client delay;
2. Variations;
3. delays caused by Third Party Providers;
4. delays resulting from matters outside Hustle’s reasonable control; and
5. any reasonable period required for Hustle to reschedule personnel or resources following such delay.

6.4 Hustle will not be in breach of the Contract, and will not be liable for any loss arising from a failure to meet a delivery date, to the extent the delay results from a circumstance described in this clause.

7. Revisions and Approved Preparation Work

7.1 Unless otherwise expressly stated in the Quote, the Fixed Fee includes one revision to the applicable final Deliverable.

7.2 The included revision is intended to permit reasonable refinement of the Deliverable against the approved planning, preparation documentation, requirements or direction.

7.3 Where the Client has approved planning documentation, requirements, designs, wireframes, specifications, concepts, content, strategy or other preparation work before final Deliverable production, the Client’s revision must remain substantially consistent with that approved material.

7.4 A request to materially change previously approved preparation work, direction, functionality, requirements or scope is not an included revision and will constitute a Variation.

7.5 Any revisions requested after the included revision has been completed will constitute a Variation unless Hustle agrees otherwise in writing.

8. Client Acceptance

8.1 Where Hustle requests acceptance, approval or sign-off of a Deliverable, milestone, planning document or other work product, acceptance must be provided by the Client in writing.

8.2 Written approval or acceptance provided by the Client authorises Hustle to rely upon that approval when proceeding with subsequent stages of the project.

8.3 If the Client subsequently requests a change to an item previously accepted or approved in writing, that change may constitute a Variation.

8.4 Acceptance of a Deliverable does not affect the Client’s rights in relation to a Bug that falls within the Bug Correction Period under the Contract.

9. Project Inactivity

9.1 If the Client fails to provide information, instructions, materials, feedback, approvals or other cooperation reasonably required for Hustle to meaningfully progress the project for 14 calendar days, Hustle may place the project on hold and remove it from its active production schedule.

9.2 Where a project is placed on hold:

1. Hustle is not required to maintain the original project schedule, resource allocation or delivery date;
2. the Client remains liable for all Fees, Variations and Disbursements incurred up to the date the project is placed on hold;
3. Hustle may reschedule the project based on its then-current resource availability; and
4. Hustle may charge a reasonable remobilisation or restart fee where additional work or resource allocation is required to recommence the project.

9.3 Any delivery timeframe will be extended by the period of inactivity together with any reasonable period required to remobilise and reschedule the project.

10. Cancellation by the Client

10.1 The Client may request cancellation of a fixed-fee project by providing written notice to Hustle.

10.2 All amounts paid by the Client before cancellation are non-refundable.

10.3 Upon cancellation, the Client must pay:

1. all outstanding invoices;
2. the proportion of the next unpaid project instalment corresponding to the work performed or resources consumed toward that project stage as at the cancellation date;
3. all approved or otherwise payable Variations;
4. all Disbursements and third-party costs incurred or committed by Hustle; and
5. a cancellation fee equal to 10% of the total Fixed Fee.

10.4 For the purposes of clause 10.3(b), where, for example, Hustle has completed approximately 50% of a project stage associated with an unpaid 30% instalment, Hustle may invoice 15% of the total Fixed Fee in respect of that stage.

10.5 Hustle may determine the proportion of work completed under clause 10.3(b) by reference to project progress, Deliverables completed, resources allocated and time-tracking records.

10.6 Amounts payable under this clause become immediately due upon cancellation.

11. Termination by Hustle

11.1 Hustle may terminate a fixed-fee project for convenience by providing written notice to the Client.

11.2 If Hustle terminates for convenience, the Client will only be liable for:

1. Services performed up to the termination date;
2. approved Variations;
3. Disbursements and third-party commitments reasonably incurred in connection with the project; and
4. any other amounts properly incurred before termination.

11.3 The cancellation fee in clause 10.3(e) does not apply where Hustle terminates the project for convenience.

11.4 Nothing in this clause limits Hustle’s rights to suspend or terminate the Contract as a result of the Client’s breach, non-payment, insolvency, failure to provide reasonable instructions or other grounds available under the Contract.

12. Third-Party Costs and Disbursements

12.1 Unless expressly identified in the Quote as included in the Fixed Fee, the Fixed Fee excludes all third-party costs and Disbursements.

12.2 Such costs may include hosting, domains, software licences, subscriptions, APIs, cloud infrastructure, advertising expenditure, stock assets, printing, payment processing fees and other external products or services required in connection with the project.

12.3 The Client is responsible for such costs either by contracting directly with the relevant Third Party Provider or reimbursing Hustle where Hustle incurs the cost on the Client’s behalf.

13. Bugs, Testing and Warranty

13.1 The Bug Correction Period contained in the Contract applies to Software delivered under a fixed-fee project.

13.2 The Bug Correction Period is limited to reproducible defects, faults or errors in Hustle’s implementation which cause the Software to fail to materially conform with:

1. the agreed Scope of Works;
2. approved specifications and requirements; or
3. applicable third-party technical documentation or recognised industry best practice applicable at the date of implementation.

13.3 The Bug Correction Period does not include:

1. new functionality or features;
2. changes to the Scope of Works;
3. changes to previously approved requirements, specifications or designs;
4. additional or alternative functionality requested after delivery;
5. issues caused by Client modifications or third parties;
6. issues caused by changes to third-party software, APIs, platforms, infrastructure or services after implementation;
7. maintenance, upgrades or enhancements; or
8. matters that otherwise constitute a Variation.

13.4 Hustle will correct a valid Bug reported in writing within three (3) months of Software delivery at no additional charge.

13.5 Any work requested by the Client that does not satisfy the definition of a Bug will be treated as additional work and may be charged as a Variation.

14. Relationship With General Terms and Conditions

14.1 Except as expressly modified by these Fixed Fee Terms, Hustle’s general Terms and Conditions continue to apply to the Contract.

14.2 References in the general Terms and Conditions to prepaid hours, Top-Up balances, Top-Up thresholds, automatic Top-Up invoices, expiry of prepaid hours or time-tracking reports do not apply to a fixed-fee project unless expressly incorporated into the Quote.

14.3 For a fixed-fee project, references in the general Terms and Conditions to the Fee or Fees include the Fixed Fee and any additional amounts payable under these Fixed Fee Terms.

14.4 If there is any inconsistency between:

1. the Quote;
2. these Fixed Fee Terms; and
3. Hustle’s general Terms and Conditions,

the documents will prevail in that order to the extent of the inconsistency.