Ray White
Commercial
Northern Corridor

1. Services to be Provided

The Developer agrees to provide to the Client all services within the approved proposal. Additional services may attract additional charges. Where the proposal includes a custom website build, this is inclusive of 12 months hosting on the Developer’s hosting server, commencing when work commences. An annual renewal fee is payable thereafter.

2. Payment Terms

2.1 Payment Schedule

• Deposit of 40% of project scope required with counter-signed agreement prior to commencement of works
• Balance of 60% due on or before project launch date
• Any additions to scope attracting charges are due on project completion/launch
• Ongoing and recurring services require monthly payments in advance as a retainer
• Unless otherwise stated, all invoices are due within 14 days of date of issue
• Invoices for ad-hoc or once-off services require payment within 14 days unless otherwise stated
• Payments made to Gravity Projex constitute full acceptance of these agreement terms and conditions

2.2 GST

Gravity Projex is registered for GST. All invoices will show the amount ex GST, the GST component (10%), and the total inc GST. The GST component is a tax collected on behalf of the Australian Taxation Office and is payable in addition to the quoted service fee.

2.3 Payment Methods

Bank transfer (default preferred method). Credit card or PayPal available on request — processing fees apply.

2.4 Failure to Adhere to Payment Terms Will Result In

• Website suspension after 21 days overdue; termination within 60 days overdue
• Deposit must be received before any work commences
• Late fees: 5% monthly charge on overdue amounts
• Work may be suspended if payments are overdue by more than 14 days
• All intellectual property licences granted herein may be suspended or terminated

3. Project Timeline and Milestones

3.1 Development Timeline

• Project kickoff: to be agreed between both parties in writing
• Final launch estimated: as per the timeline section of this proposal, subject to client content delivery

3.2 Client Responsibilities for Timeline

The Client agrees to:

• Provide all required content, logos, images, and materials within 5 business days of request
• Respond to requests for feedback within 3 business days
• Complete final approval within 2 business days of completion notification prior to launch
• Delays in Client responses may result in project timeline extensions

4. Intellectual Property Rights and Code Ownership

4.1 Developer’s Proprietary Code and Technology

The Client acknowledges and agrees that any custom plugins, backend code, PHP scripts, JavaScript code, AJAX implementations, CSS frameworks, theme architecture, client portal system, database structures, API integrations, and all proprietary functionality developed by the Developer (“Proprietary Code”) remain the exclusive intellectual property of the Developer. The Proprietary Code includes but is not limited to:

• The custom FSE theme (including theme.json, all template files, template parts, and associated assets)
• The Gravity Projex Client Portal system — all portal modules, dashboard architecture, login/redirect logic, and REST API integrations
• JavaScript and AJAX scripts; database query structures and optimisations
• VaultRE API integration code, field mapping configuration, and data sync scripts
• Newsletter and e-news engine, subscriber management code, and SMTP dispatch system
• Leaflet.js map integration and property search/filter implementation
• AI chatbot integration, prompt configuration, and training data structure
• Security implementations, CSP configurations, and performance optimisation code
• Any code created, written, or modified by the Developer for any development environment

The Developer retains all rights, title, and interest in the Proprietary Code, including all copyright, patent rights, trade secret rights, and other intellectual property rights recognised in Australia and internationally.

4.2 Licence — Conditional on Active Agreement and Full Payment

The Developer grants the Client a non-exclusive, non-transferable licence to use the Proprietary Code solely as part of the operational website hosted by the Developer under this Agreement. This licence is conditional — it exists only while:

• The Client’s hosting account with Gravity Projex is active and fees are current; AND
• All outstanding invoices under this Agreement have been paid in full; AND
• The Client has not breached any clause of this Agreement

This licence permits the Client to use the website as a complete functioning entity, access it via the Gravity Projex Client Portal, make content updates through approved channels, and use administrative functions as an Editor-role user. Third-party elements may be subject to their own licensing terms.

The licence does not include any right to access, possess, copy, transfer, or use the Proprietary Code independently of the hosted environment.

4.3 No Replication

The website delivered under this Agreement is a unique, custom-built digital asset. The Client acknowledges that:

• The visual design, layout, page architecture, and user experience of this website constitute original creative works protected under Australian copyright law
• The Client may not commission, instruct, or permit any third party to replicate, substantially reproduce, reverse engineer, or copy the design, layout, feature set, or functionality of this website
• Use of screenshots, design elements, or structural documentation of this website as a brief or reference to another developer or agency is expressly prohibited
• Any website produced for the Client by a third party that substantially resembles this website may constitute copyright infringement and will be pursued accordingly

4.4 What Happens if the Client Moves to Another Developer or Host

In the event the Client terminates this Agreement and moves to a different developer, agency, or hosting environment, the following applies absolutely:

• The theme does not transfer. The custom FSE theme, all PHP files, template files, and associated code remain the property of Gravity Projex and will not be provided to the Client or any third party
• The client portal does not transfer. The Gravity Projex Client Portal system will be deactivated and is not transferable under any circumstances
• Integrations cease. VaultRE API connections, the newsletter/SMTP system, Leaflet.js map implementation, and the AI chatbot integration will all cease to function upon termination
• The website will cease to operate in its current form upon termination of hosting
• Content export only. Upon termination, the Developer will provide an export of client-owned content — text, images, and media provided by the Client — in the format it was originally provided
• The Client will receive their domain name(s) and DNS control, their subscriber email list (in CSV format), and any content/images they provided to the Developer

The intent of this clause is not punitive — it is to protect the Developer’s investment in proprietary technology. The best outcome for both parties is a long-term working relationship.

4.5 Client-Owned Content and Materials

The Client retains full ownership of website content (text, images, videos, logos) provided by the Client upon final payment; business name, trademarks, and branding materials; property information and photography provided by the Client; any intellectual property provided by the Client prior to this Agreement; the domain names registered in the Client’s name; and the subscriber email list built through the website’s newsletter system.

4.6 Restrictions on Client Use of Proprietary Code

The Client shall NOT:

• Access, view, copy, extract, reverse engineer, decompile, or disassemble the Proprietary Code
• Modify, adapt, translate, or create derivative works based on the Proprietary Code
• Remove, alter, or obscure any copyright notices or proprietary labels in the Proprietary Code
• Transfer, sublicence, sell, lease, or otherwise distribute the Proprietary Code to any third party
• Use the Proprietary Code for any website or project other than the one specified in this Agreement
• Allow any third party (including other developers) to access or work with the Proprietary Code
• Use this website as a design or functional brief for a replacement website with another developer
• Attempt to extract or replicate the functionality, layout, or design of this website for use elsewhere

4.7 Developer’s Rights to Reuse and Commercialise

The Developer expressly retains the right to reuse the Proprietary Code in other client projects; modify and improve the Proprietary Code for any purpose; create simplified or enhanced versions for commercial sale; licence or sell plugins or functionality to other parties; use knowledge, techniques, and methods developed during this project in future work; and register trademarks for plugin names or functionality where applicable.

4.8 Portfolio

The Developer may showcase the completed website in its portfolio and marketing activities. The Client’s name and website may be used in case studies and marketing materials. The Client may request anonymisation of case studies at any time.

4.9 Governing Law

This agreement is governed by Australian law. Disputes will be resolved in the courts of Queensland. Both parties consent to the jurisdiction of Australian courts.

5. Domain Registration

5.1 Facilitation

Where domain registration is included in the proposal, the Developer will facilitate registration of the specified domain(s) on behalf of the Client. The domain is registered in the Client’s name and remains the Client’s property at all times.

5.2 Renewal

Domain renewal fees are the Client’s responsibility from Year 2 onwards and will be invoiced directly to the Client at the published renewal rate (currently estimated at $23/yr for .com.au). The Developer will provide advance notice of renewal dates. Non-renewal of the domain is the Client’s responsibility; the Developer is not liable for loss of domain registration due to non-payment of renewal invoices.

5.3 Transfer

Domain registrar credentials will be provided to the Client on request at any time. Domain transfer does not affect the Developer’s Proprietary Code licence conditions.

6. Client Responsibilities

6.1 Content and Materials

• All text content, images, videos, and multimedia materials
• High-quality images and graphics
• Company logos in vector format (AI, EPS, or SVG preferred)
• Brand guidelines and colour specifications
• VaultRE API token generated via Office Integrations → Third-Party Access in RWCNC’s VaultRE account
• Written confirmation from RWCNC that their VaultRE subscription plan includes API access
• Confirmation of which data scopes RWCNC will grant to Gravity Projex (Properties, Staff, Enquiries, Contacts)
• ABN or ACN for domain registration purposes

6.2 Feedback and Approvals

• Provide timely feedback on design concepts and development progress
• Consolidate feedback from all stakeholders before submitting
• Approve final designs and content before development proceeds
• Conduct thorough testing of the completed website before launch

7. Confidentiality and Data

7.1 Developer Confidentiality Obligations

The Developer agrees to keep confidential all Client business information, customer data, trade secrets, and proprietary information disclosed during the engagement.

7.2 Developer Data Security

• Regular backups of website data and content
• Secure storage of client files and information
• Compliance with Australian Privacy Principles
• Data breach notification procedures in place

7.3 Client Confidentiality Obligations

The Client agrees to keep confidential all information about the Developer’s Proprietary Code, development methods, techniques, pricing structures, and business processes.

7.4 Exceptions

Confidentiality obligations do not apply to information that: is or becomes publicly available through no breach of this Agreement; is lawfully received from a third party without confidentiality restrictions; or is required to be disclosed by law or court order.

8. Third-Party Modifications

8.1 Third-Party Developer Restrictions

If the Client engages a third-party developer or agency to work on the website: (a) the third party must NOT be given access to any areas containing Proprietary Code including cPanel, file manager, or direct file system access; (b) the third party may only be provided with CMS admin dashboard access, limited to content directories only; (c) the Client must inform any third party of these restrictions before engagement; (d) the Developer is not responsible for any issues caused by third-party modifications; (e) third-party modifications that interfere with Proprietary Code may result in loss of support and additional fees to rectify.

8.2 Third-Party Components

Where third-party APIs, plugins, or software are integrated, those components remain subject to their respective licensing terms. Gravity Projex will ensure all third-party components are properly licensed.

8.3 Notification Requirement

The Client agrees to notify the Developer within 7 days if they engage any third party to work on the website, providing details of the third party and scope of work.

9. Warranties and Disclaimers

9.1 Service Warranties

• Services will be performed with professional and reasonable care and skill
• The website will be functional in accordance with agreed specifications and free from major defects at launch
• Hosting services will maintain 99.9% uptime (excluding scheduled maintenance)
• All work will comply with current web standards and best practices as per project scope
• The Proprietary Code does not infringe any third-party intellectual property rights known to the Developer

9.2 Limitation of Warranties

• No warranty is provided for third-party plugins, themes, or software
• Performance warranties are limited to the hosting environment provided
• SEO results and search engine rankings cannot be guaranteed
• VaultRE API availability, data accuracy, and scope access are subject to VaultRE’s own service terms and RWCNC’s subscription plan
• If RWCNC’s VaultRE plan does not include API access or required scopes, functionality dependent on that connection cannot be delivered until access is confirmed — this does not constitute a project delay attributable to Gravity Projex
• AI chatbot response accuracy is subject to the quality of training data provided

9.3 Client Warranties

The Client warrants that all content and materials provided do not infringe third-party intellectual property rights; the Client has authority to enter into this Agreement; and the Client will not attempt to circumvent IP protections outlined in this Agreement.

9.4 Client Indemnity

The Client agrees to indemnify and hold harmless the Developer from any claims, damages, or expenses arising from content provided by the Client; the Client’s use of the website; claims of copyright or trademark infringement; breach of this Agreement by the Client; and unauthorised access to Proprietary Code by the Client or third parties engaged by the Client.

10. Hosting Terms

10.1 Included Hosting — First 12 Months

This proposal includes 12 months of website hosting on the Developer’s cPanel hosting server, commencing on the date work begins (not the launch date). After 12 months, annual renewal fees apply. The first 12 months of hosting includes:

• Web hosting with 99.9% uptime guarantee on the Developer’s cPanel server
• SSL certificate installation and maintenance (HTTPS enforced)
• Regular automated backups (daily where plan allows)
• Basic security monitoring and malware scanning
• SMTP email relay for website transactional mail (contact forms, e-news sends)
• 1 (one) email address in the format name@[clientdomain].com.au — additional addresses available at additional cost
• Technical support during business hours (9am–5pm AEST, Monday–Friday)

10.2 Hosting Renewal — Year 2 and Beyond

Annual hosting renewal fees apply on the anniversary of the commencement date. The renewal fee for this project is estimated at $480 AUD ex GST ($528 inc GST) per year, subject to review based on storage and bandwidth requirements. The Developer will issue a renewal invoice 30–60 days before the renewal date, requiring payment within 7 days to avoid service interruption.

Non-payment of the hosting renewal invoice will result in: website suspension after 14 days overdue; and termination of hosting after 30 days overdue.

10.3 Additional Email Addresses

One email address is included. Additional @[clientdomain].com.au email addresses may be added on request. Pricing will be provided on application and invoiced annually alongside the hosting renewal.

10.4 Hosting Limitations

• Storage: 5 GB (database storage for media: 1 GB) — additional storage available on request
• Email send volume: governed by cPanel hosting plan SMTP limits
• Bandwidth: standard cPanel hosting limits apply

10.5 Hosting and Website Access

• The Client will be provided with: CMS admin dashboard access; Gravity Projex Client Portal access
• The Client will NOT be provided with: cPanel access, direct server or database access, FTP/SFTP credentials, core theme files, or any Proprietary Code

10.6 Hosting Termination

If the Client wishes to terminate hosting services, 60 days’ written notice is required. Upon termination: a content export will be provided within 30 days; the subscriber email list will be exported in CSV format; domain DNS control will be returned to the Client; the custom theme, client portal, VaultRE integration, newsletter system, AI chatbot, and all Proprietary Code will be deactivated and will not be transferred; hosting fees are not refunded for the unused portion of a pre-paid period.

11. Revisions and Change Requests

11.1 Included Client Revisions

• Up to 3 rounds of revisions included in the project cost for new website builds
• Revisions must be requested within 7 days of receiving deliverables
• Revisions should be consolidated and provided in writing
• All changes must be provided in writing prior to any additional work commencing

11.2 Additional Changes

• Changes beyond included revisions and/or project scope will be charged at $120.00/hr ex GST ($132 inc GST)
• Major scope changes may require a new agreement
• Written approval required before additional work commences

11.3 Post-Launch Changes

• Minor updates and fixes provided free for 30 days after launch
• Ongoing updates and maintenance available under separate retainer agreement
• Emergency fixes will be prioritised and may incur additional charges

12. Support and Maintenance

12.1 Included Support

• Bug fixes, security updates to Proprietary code and CMS
• Monitoring after website launch and core updates

12.2 Excluded Support (charged at standard hourly rates)

• Content updates and changes after website launch
• Design modifications or new feature development
• Fixes for issues caused by third-party modifications
• Training beyond initial handover or new staff onboarding

12.3 Support Response Times

• Major issues: within 6 hours
• Minor issues: within 1–2 working days

13. Additional and Optional Services

The Client may engage the Developer for once-off or ongoing services outside of this agreement at any time, including but not limited to: website design and development; digital strategy development and implementation; custom plugin development and backend functionality; website hosting; website analytics and reporting; social media content creation and/or platform management; setup or management of digital advertising; additional SEO or SEM services; website performance optimisation; content creation and management; ongoing maintenance and support; and other digital marketing services.

14. Limitation of Liability

14.1 Liability Limits

To the maximum extent permitted by law, the Developer’s total liability under this Agreement is limited to the total amount paid under this agreement by the Client.

14.2 Excluded Damages

The Developer is not liable for any direct or indirect consequential, special, or punitive damages including loss of profits, loss of data, or business opportunities or interruption.

14.3 Developer Guarantee Limitations

The Developer cannot guarantee: specific search engine rankings or SEO results; social media engagement rates or follower growth metrics; third-party service availability or performance; or VaultRE API data accuracy or uptime.

15. Termination

15.1 Termination by Client

Client may terminate this agreement with 60 days written notice. All outstanding fees become immediately due for all work completed to date of cancellation. All licences to use Proprietary Code terminate and hosting services will cease. If work has already commenced, the Client pays the hourly rate for work completed.

15.2 Termination by the Developer

The Developer may terminate immediately if: the Client breaches any part of the agreement terms including failure to adhere to payment terms; or the Client breaches IP provisions or attempts to access or replicate Proprietary Code.

15.3 Post-Termination

• Client will receive all pre-paid completed work and a content export as described in Clause 10.6
• The Gravity Projex Client Portal, custom theme, and all Proprietary Code are deactivated on termination — see Clause 4.4
• Hosting services will continue until end of the current pre-paid period; fees are not refunded
• Domain DNS control is returned to the Client within 14 days of final invoice settlement
• Subscriber email list exported and provided to Client in CSV format
• Clauses relating to intellectual property, no-replication, confidentiality, and indemnification survive termination of this Agreement

16. Dispute Resolution

• Good faith negotiations: The parties agree to first attempt to resolve disputes through informal discussion
• Mediation: If negotiations fail, the parties agree to attempt mediation through an agreed mediator before commencing legal proceedings
• Arbitration or legal proceedings as a last resort

17. Australian Consumer Law

Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Competition and Consumer Act 2010 (Cth) or other applicable Australian legislation that cannot be lawfully excluded.