1. Definitions
Client means the person or entity engaging us. Deliverables means outputs we create under an SoW. Services means the work described in a proposal or SoW. GST has the meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
2. Engagement & SoW
We will provide the Services described in a written proposal/SoW, including scope, assumptions, dependencies, and pricing model (hourly, monthly retainer, or fixed-price). If there is any inconsistency, the SoW prevails over these Terms to the extent of the inconsistency.
3. Fees, expenses and GST
Fees are in AUD and may be GST-inclusive or exclusive as stated. Hourly work is billed in minimum blocks as specified. Retainers are billed monthly in advance. Fixed-price projects are invoiced by milestone. Reasonable expenses (e.g. travel, software licences) are billable with prior approval. Payment terms are 14 days from invoice unless otherwise agreed. Late amounts may incur interest at 1% per month and we may suspend work for overdue accounts.
4. Client responsibilities
The Client will provide timely information, decisions, access to systems and personnel, and ensure third-party licences and consents are in place. The Client is responsible for data accuracy, lawful use, and maintaining appropriate backups of Client systems and data.
5. Change control
Out-of-scope requests or changes to assumptions/dependencies may require a variation with adjusted fees and timelines.
6. Intellectual Property
Unless an SoW states otherwise, the Client owns IP in the Deliverables upon full payment, excluding pre-existing IP, background materials, frameworks, and open-source components used to create the Deliverables. We grant the Client a non-exclusive, perpetual licence to use our pre-existing IP solely as incorporated into the Deliverables. Open-source components are licensed under their respective licences.
7. Confidentiality & privacy
Each party must keep the other's Confidential Information confidential and use it only for the purposes of the engagement, except as required by law or with consent. We handle personal information in accordance with our Privacy Policy and applicable law.
8. Security
We apply commercially reasonable security controls aligned with the nature of the Services. The Client remains responsible for their own environments, identity/access controls, and integrations unless an SoW states otherwise.
9. Warranties and ACL
We will provide the Services with due care and skill. To the extent permitted by law, all other warranties are excluded. Nothing in these Terms excludes, restricts or modifies any consumer guarantees under the Australian Consumer Law that cannot lawfully be excluded.
10. Acceptance & warranty period
For fixed-price projects, acceptance testing criteria will be specified in the SoW. Unless otherwise stated, a 30-day warranty period applies to remedy material defects in Deliverables that are reported in writing and reproducible in the agreed environment, provided no unauthorised modifications have been made.
11. Liability
To the maximum extent permitted by law, neither party is liable for indirect, special or consequential loss, loss of profit, revenue, data, or business interruption. Our aggregate liability arising under an engagement is capped at the total fees paid for the Services in the 3 months preceding the event giving rise to the claim. This cap does not apply to liability for death or personal injury caused by negligence, fraud, wilful misconduct, or infringement of IP rights.
12. Indemnity
The Client indemnifies us against third-party claims arising from the Client's materials, instructions, unlawful data, or use of the Deliverables contrary to the Terms or law.
13. Subcontracting
We may engage qualified subcontractors and remain responsible for their performance.
14. Suspension & termination
Either party may terminate an engagement for material breach not remedied within 14 days of notice, or for insolvency. We may suspend Services for overdue accounts. On termination, the Client will pay for Services performed up to the effective date and reasonable demobilisation costs.
15. Force majeure
Neither party is liable for delay or failure caused by events beyond reasonable control (e.g. natural disaster, pandemic, war, utility or cloud provider outages). Affected obligations are suspended for the duration of the event.
16. Dispute resolution
Before commencing court proceedings (other than for urgent injunctive relief), the parties will negotiate in good faith and escalate to senior representatives. If unresolved after 20 days, either party may pursue other remedies.
17. Notices
Notices may be delivered by email to the addresses specified in the proposal/SoW and are deemed received when the email is not returned as undeliverable within 24 hours.
18. Governing law
These Terms are governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of its courts.
19. Changes to these Terms
We may update these Terms from time to time. The version in effect when you accept a proposal/SoW or place an order will apply to that engagement unless the parties agree otherwise in writing.