Client Service Agreement

BloodWeb (operated by Jack Ewers) — Website & Web Application Development Services

Effective April 7, 2026

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1. Parties

This agreement is between BloodWeb (operated by Jack Ewers) ("We", "Us", or "the Contractor"), a sole trader registered in Australia, providing web development and digital services internationally on a location-independent basis, and the individual or entity that has engaged our services ("Client").

The Contractor may perform services from any jurisdiction at any given time. The physical location from which services are delivered does not alter the governing law, the identity of the contracting party, or any other term of this Agreement.

Contact: contact@jackewers.com

2. Scope of Work & Proposals

2.1 Written Proposals

All work to be performed will be documented in a written project proposal, statement of work, or invoice ("Proposal") provided to the Client prior to commencement. The Proposal sets out the agreed deliverables, timeline, and price.

2.2 Scope Limitations

Work is limited to what is explicitly described in the Proposal. Any features, pages, integrations, or tasks not listed in the Proposal are considered out of scope and are subject to additional charges. Verbal agreements do not constitute a change to the agreed scope.

2.3 Client Responsibilities

The Client agrees to:

• Provide all required content, credentials, and materials in a timely manner;
• Designate a single point of contact with authority to approve decisions;
• Review and provide feedback within timeframes specified in the Proposal;
• Ensure all content, trademarks, and materials supplied are lawfully owned or licensed by the Client.

Delays caused by the Client's failure to provide materials or feedback will extend the delivery timeline accordingly and do not entitle the Client to any refund or fee reduction.

3. Payment Terms

3.1 Deposit

A non-refundable deposit of 50% of the agreed project fee is required before any work commences. Issuance of the deposit invoice constitutes acceptance of this Agreement and the associated Proposal.

3.2 Milestone and Final Payments

Unless otherwise specified in the Proposal, the remaining balance is due upon substantial completion of the project and prior to the final delivery, deployment, or handover of files. No final deliverables, source code, or hosting credentials will be transferred until all outstanding amounts have been paid in full.

3.3 Invoicing

Invoices are issued via email and are payable within 14 calendar days of the invoice date, unless otherwise stated on the invoice.

3.4 Accepted Payment Methods

We accept bank transfer (EFT), PayPal, or such other methods as agreed in writing. Payment is deemed received only when funds have cleared into our account.

3.5 Taxes

The Contractor is not registered for GST (Goods and Services Tax) in Australia and does not charge, collect, or remit GST. No GST is included in or added to any invoice. All invoiced amounts are the total amounts due.

The Contractor provides services to clients globally. The Client is solely responsible for determining and meeting any tax obligations that may arise in their own jurisdiction as a result of engaging these services, including but not limited to withholding tax, VAT, sales tax, service tax, or any local equivalent. The Contractor accepts no liability for the Client's tax position.

4. Late & Non-Payment

4.1 Late Payment Interest

Invoices not paid by the due date will accrue interest at the rate of 10% per annum, calculated daily on the outstanding balance from the due date until payment is received in full.

4.2 Suspension of Work

We reserve the right to immediately suspend all work, access, and services if any payment is overdue by more than 7 days. Suspension does not excuse the Client from remaining payment obligations.

4.3 Withheld Deliverables

We retain a contractual lien over all work product, source code, files, and deliverables until all outstanding invoices are paid in full. We are not obligated to release any materials while any balance remains unpaid.

4.4 Debt Recovery Costs

If we are required to engage a debt collection agency or commence legal proceedings to recover any unpaid amount, the Client agrees to pay all reasonable costs of recovery, including but not limited to legal fees, agency fees, and court costs.

4.5 Takedown Rights

If the final payment is not received within 30 days of the due date, we may, at our sole discretion, take down or disable any hosted website or application we administered, without liability to the Client.

5. Revisions & Change Requests

5.1 Included Revisions

The number of revision rounds included is specified in the Proposal. A "revision" is a minor adjustment to existing agreed design or content; it is not the addition of new features or a change of direction.

5.2 Out-of-Scope Changes

Any request that constitutes a material change to the agreed scope, design direction, technology stack, or deliverables will be treated as a new change request. A separate quote will be provided and must be approved in writing before work proceeds.

5.3 Excessive Revision Requests

Revision requests beyond the agreed number will be billed at the current hourly rate. We will notify the Client before proceeding with chargeable revisions.

6. Timeline & Delays

Estimated timelines are provided in good faith but are not guaranteed unless a fixed deadline is explicitly agreed in writing. Timelines may be adjusted due to:

• Client delays in supplying required materials or approvals;
• Scope changes requested by the Client;
• Unforeseen technical challenges;
• Force majeure events (illness, natural disaster, infrastructure failure, etc.).

We are not liable for any loss or damage arising from project delays, regardless of cause.

7. Intellectual Property, Prohibited Use & Enforcement

7.1 Ownership Upon Full Payment

Upon receipt of full and cleared payment of all outstanding invoices, all rights in the custom-developed work product — including source code, graphic assets, templates, and content created exclusively for the Client — are assigned to the Client for use as delivered. This assignment is conditional on full payment and does not occur at any earlier point.

7.2 No Transfer Until Paid — Absolute Condition

Until all invoices are paid in full, all intellectual property rights in every deliverable remain exclusively and irrevocably with BloodWeb (operated by Jack Ewers). This includes but is not limited to: source code, compiled code, design files, databases, scripts, documentation, and any intermediate work product shared for review.

Sharing of work-in-progress material for the purpose of Client review does not constitute a transfer or licence of any kind. The Client has no right to use, deploy, copy, modify, or distribute any such material until full payment is confirmed in writing by the Contractor.

7.3 Theft of Service

"Theft of Service" means any deliberate or reckless act by the Client to obtain the benefit of services or deliverables without full, legitimate payment. This includes, but is not limited to:

• Deploying, publishing, or operating any deliverable (in whole or in part) prior to full payment;
• Extracting, copying, or using code, assets, or designs shared for review before payment is complete;
• Initiating a chargeback, payment reversal, or dispute through a payment provider after services have been rendered or deliverables have been received, without a legitimate basis;
• Providing false or misleading information to obtain a deposit refund or avoid final payment;
• Abandoning the engagement after receiving deliverables while withholding outstanding fees.

Theft of Service is a material breach of this Agreement. Upon discovery, all outstanding balances become immediately due, and the Contractor may pursue all available legal remedies including but not limited to: injunctive relief to compel takedown of deployed work, damages (including consequential and statutory damages), debt recovery, and recovery of legal costs.

Chargeback abuse: If the Client initiates a chargeback or payment dispute that is subsequently found to be fraudulent, unfounded, or made in bad faith, the Client agrees to pay the Contractor a penalty equal to three (3) times the disputed amount, plus all associated bank or payment processor fees and legal costs incurred in contesting the chargeback.

7.4 Prohibition on Code Duplication & Reverse Engineering

The Client is strictly prohibited from, and agrees not to:

• Copy or duplicate any source code, logic, algorithms, database schema, or architectural patterns delivered under this Agreement for use outside the delivered project, including in other projects, products, or client engagements;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or proprietary logic from any compiled, minified, or obfuscated deliverable;
• Extract Background IP (see 7.6) from the delivered solution and use it independently or incorporate it into another system;
• Modify and reissue any deliverable in a manner that removes, obscures, or falsely attributes authorship or ownership of the Contractor's work;
• Train, fine-tune, or use as dataset any AI or machine learning system on source code, design files, or other deliverables produced under this Agreement, without express written consent from the Contractor.

Breach of this clause entitles the Contractor to seek injunctive relief (without the need to prove actual loss) and statutory or compensatory damages for copyright infringement, as applicable under the Copyright Act 1968 (Cth) or equivalent legislation in the jurisdiction where the breach occurs.

7.5 Prohibition on Resale, Sublicensing & White-Labelling

The Client must not, without prior written consent from the Contractor:

• Resell any deliverable, product, tool, or application developed under this Agreement to any third party as a product or service in its own right;
• Sublicense any right in the delivered code or assets to a third party;
• White-label any deliverable by presenting it under a different brand name or as their own proprietary product;
• Create a competing service or product based on, substantially derived from, or replicating the core functionality or architecture of the Contractor's proprietary tools, platforms, or background code incorporated into the delivered project;
• Transfer, assign, or on-sell any licence granted under this Agreement to any third party, including in connection with a sale of the Client's business.

Any resale, sublicensing, or white-labelling without consent is a fundamental breach of this Agreement and constitutes copyright infringement. The Contractor reserves the right to seek an account of all profits derived from such unauthorised activity, in addition to damages and legal costs.

7.6 Background IP & Pre-existing Tools

The Contractor retains full ownership of all pre-existing code, libraries, frameworks, tools, boilerplates, systems, and methodologies developed independently of this engagement ("Background IP"), including any general-purpose utilities or components incorporated into the delivered solution.

Upon full payment, the Client receives a perpetual, non-exclusive, non-transferable, non-sublicensable licence to use the Background IP solely as incorporated into and forming part of the delivered solution. The Client may not extract, isolate, redistribute, or repurpose Background IP outside of the delivered product in any form.

7.7 Proprietary Platforms & BloodWeb Products

Where this Agreement involves access to, customisation of, or integration with any BloodWeb-branded platform, tool, or SaaS product (including but not limited to TaskList, Form Builder, Convertimatic, or any BloodWeb application), the following additional terms apply:

• The Client receives a limited licence to use the relevant platform only; no ownership, source code, or underlying technology is transferred;
• The Client may not copy, clone, fork, or replicate any BloodWeb product or platform for any purpose, commercial or otherwise;
• Access to BloodWeb platforms may be revoked immediately upon breach of this Agreement or non-payment, without refund;
• Any customisations or configurations applied to a BloodWeb platform remain the property of the Contractor unless explicitly assigned in writing.

7.8 Enforcement & Remedies

The Contractor reserves the right to pursue any or all of the following remedies upon breach of this section, in addition to any other rights available under law:

• Injunctive relief — to immediately restrain further unauthorised use, deployment, copying, or distribution of any deliverable or Background IP, without the need to prove financial loss;
• Account of profits — to recover any profits made by the Client through unauthorised use or resale of the Contractor's work;
• Liquidated damages — the parties agree that a minimum of AUD $10,000 per incident of unauthorised resale, white-labelling, or duplication represents a genuine pre-estimate of loss and is payable as liquidated damages;
• Statutory damages — as available under applicable copyright legislation in the jurisdiction where enforcement is sought;
• Legal costs — the Client agrees to indemnify the Contractor for all reasonable legal costs and expenses incurred in enforcing this section, on an indemnity basis.

The Contractor may pursue enforcement in any jurisdiction where the breach occurs or where the Client holds assets, without prejudice to the governing law clause in Section 13.

7.9 Open Source Components

Projects may incorporate third-party open source software. Such components remain subject to their respective open source licences, which the Client agrees to comply with. We will disclose major open source dependencies upon request. The inclusion of open source components does not grant the Client any additional rights over proprietary code in the same deliverable.

7.10 Portfolio Rights

Unless the Client expressly requests otherwise in writing prior to project commencement, we reserve the right to reference, display, and describe the project — including screenshots and a general description — in our portfolio and marketing materials.

7.11 Survival

All provisions of this Section 7 survive termination or expiry of this Agreement indefinitely.

8. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information shared during the engagement ("Confidential Information"), and not to disclose it to any third party without prior written consent, except:

• As required by law or court order;
• Information that is or becomes publicly available through no fault of the receiving party;
• Information already known to the receiving party prior to disclosure.

This confidentiality obligation survives termination of this Agreement for a period of 3 years.

9. Warranties & Representations

9.1 Our Warranties

We warrant that:

• Work will be performed with reasonable skill and care;
• We have the right to enter into this Agreement;
• Deliverables, to the best of our knowledge, do not infringe any third-party intellectual property rights.

9.2 No Other Warranties

We do not warrant that deliverables will be error-free, uninterrupted, or fit for any specific purpose beyond what is documented in the Proposal. Websites and web applications are inherently subject to change in browser behaviour, hosting environments, and third-party services beyond our control.

9.3 Client Warranties

The Client warrants that:

• They have the authority to enter into this Agreement;
• All content, images, and materials supplied are owned or properly licensed by the Client;
• The project does not involve anything unlawful, deceptive, or in violation of any applicable law.

10. Limitation of Liability

To the maximum extent permitted by law, we shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to:

• Loss of profits, revenue, data, or business;
• Costs of substitute goods or services;
• Damage to reputation or goodwill;
• Security breaches caused by the Client's own infrastructure, third-party hosting, or the Client's failure to maintain updates and patches;
• Actions of third-party platforms, APIs, or services integrated into the deliverables.

Nothing in this clause limits our liability for fraud, death, or personal injury caused by our negligence. Where the Client is a consumer located in Australia, nothing in this Agreement excludes any guarantee, right, or remedy that cannot be excluded under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)). Where the Client is located outside Australia, equivalent non-excludable rights under their local consumer protection legislation are similarly preserved.

11. Termination

11.1 Termination by Client

The Client may terminate the engagement at any time with 14 days' written notice. Upon termination:

• All work completed at the point of termination is billable at the agreed rate (or pro-rata of the project fee);
• The deposit is non-refundable;
• Any additional amounts owed for work completed above the deposit amount are due and payable within 14 days;
• Work product remains our property until all outstanding balances are paid.

11.2 Termination by Contractor

We reserve the right to terminate this Agreement immediately and without notice if:

• The Client is in material breach of this Agreement (including non-payment);
• The Client commits any act constituting Theft of Service (Section 7.3);
• The Client violates any prohibition in Section 7 (duplication, resale, reverse engineering);
• The Client requests work that is unlawful, unethical, or harmful;
• Continued engagement becomes untenable due to Client behaviour (harassment, abuse, bad faith).

On our termination for Client breach, all outstanding fees for work performed become immediately due, and the Contractor retains all rights and remedies described in Section 7.8.

11.3 Survival

Sections 3 (Payment), 4 (Late & Non-Payment), 7 (Intellectual Property, Prohibited Use & Enforcement), 8 (Confidentiality), 10 (Limitation of Liability), 12 (Dispute Resolution), and 13 (Governing Law) survive termination or expiry of this Agreement. Section 7 survives indefinitely with no time limit.

12. Dispute Resolution

12.1 Negotiation

In the event of any dispute, the parties shall first attempt to resolve the matter through good-faith negotiation within 14 days of written notice of the dispute.

12.2 Mediation

If negotiation fails, either party may refer the dispute to mediation administered by a mutually agreed mediator in Perth, Western Australia, Australia. Costs of mediation shall be shared equally unless otherwise ordered.

12.3 Litigation

If mediation fails or is not agreed upon within 21 days of the dispute notice, either party may commence legal proceedings in the courts of Perth, Western Australia, Australia.

12.4 Debt Recovery & IP Breach Exemption

Nothing in this clause prevents us from immediately — without prior negotiation or mediation — commencing debt recovery proceedings, applying for injunctive or summary relief, or seeking emergency court orders to restrain ongoing or threatened breach of Section 7 (Intellectual Property, Prohibited Use & Enforcement). Time is of the essence in such matters and the Contractor should not be required to exhaust dispute resolution steps before protecting its intellectual property rights.

13. Governing Law, Jurisdiction & International Clients

13.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of Western Australia, Australia, being the jurisdiction in which the Contractor is legally registered as a sole trader. This applies regardless of where services are physically performed, where the Client is located, or where any deliverables are accessed, deployed, or used.

13.2 Jurisdiction

The parties submit to the non-exclusive jurisdiction of the courts of Perth, Western Australia, Australia. "Non-exclusive" means that either party may also pursue proceedings in any other court of competent jurisdiction — in particular, the Contractor reserves the right to pursue debt recovery or enforcement in any jurisdiction where the Client holds assets or is ordinarily located.

13.3 Location of Performance

The Contractor operates internationally and may perform services from locations outside Australia. The laws of any country in which the Contractor may temporarily be present do not apply to this Agreement by virtue of that presence alone. The Client agrees that the place of contracting and the proper law of this Agreement is Western Australia, Australia.

13.4 International Clients

Clients located outside Australia acknowledge and agree that:

• This Agreement is formed and governed under Australian law;
• Any dispute may be initiated in Australian courts, and a resulting judgment may be enforced against the Client in their home jurisdiction through applicable treaty or local enforcement mechanisms;
• The Client is responsible for ensuring that engaging these services is lawful under their own local laws;
• Non-excludable consumer protection rights under the Client's local law are preserved to the extent they cannot lawfully be contracted out of.

13.5 Australian Consumer Law

For clients who are consumers in Australia, nothing in this Agreement excludes, restricts, or modifies any right or remedy available under the Australian Consumer Law.

14. General Provisions

14.1 Entire Agreement

This Agreement, together with any associated Proposal, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions, representations, or agreements. Verbal promises are not binding.

14.2 Amendments

No amendment to this Agreement is effective unless made in writing and signed (or confirmed by email) by both parties. We may update this Agreement for future engagements by publishing a new version at https://bloodweb.net/legal/service-agreement.php.

14.3 Severability

If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.

14.4 No Waiver

Failure by us to enforce any provision of this Agreement does not constitute a waiver of our right to enforce it at a later time.

14.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond their reasonable control, including but not limited to natural disasters, acts of government, widespread infrastructure failure, pandemic, or acts of war.

14.6 Assignment

The Client may not assign or transfer any of their rights or obligations under this Agreement without our prior written consent. We may assign our obligations to a suitably qualified subcontractor with written notice to the Client.

14.7 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, or employment relationship.

14.8 Electronic Acceptance

Payment of a deposit, written email confirmation, or checking the agreement checkbox on our enquiry form each constitute valid and binding electronic acceptance of this Agreement. For Australian parties, this is effective under the Electronic Transactions Act 1999 (Cth) and the Electronic Transactions Act 2011 (WA). For international clients, electronic acceptance is recognised under equivalent legislation applicable in their jurisdiction. By proceeding with an engagement, the Client warrants that they have the legal capacity and authority to enter into a binding agreement electronically.

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Questions about this Agreement? Contact us at contact@jackewers.com before commencing any engagement.

© 2026 BloodWeb (operated by Jack Ewers). All rights reserved. This document was last updated April 7, 2026.