These terms set out how we ordinarily work, so that our standard position is visible before an engagement begins. They apply where no other document has been agreed. A signed proposal, statement of work or negotiated master agreement prevails over these terms to the extent of any inconsistency.
This agreement is between Techila Software PTY LTD, an Australian proprietary limited company of 1a/25 Belgravia Street, Belmont WA 6104 ("we", "us"), and the client named in the relevant quote, proposal or statement of work ("Client", "you"). It governs software development, integration, migration, maintenance and support services.
An engagement is formed when you accept a written quote or proposal, or when work begins at your request on agreed terms. Each accepted statement of work forms part of this agreement and prevails over it for that engagement.
Each engagement is described in a written scope covering objectives, major work items, assumptions, exclusions and dependencies. Anything not stated is outside the engagement.
Either party may request a variation. We assess it, set out its effect on cost and schedule in writing, and it takes effect only once agreed in writing — email from an authorised person is sufficient. Substantial changes may require a revised statement of work. If work proceeds before agreement, we record it on a time-and-materials basis; silence is not acceptance.
Quotes are valid for the period stated in them, otherwise thirty days. Work is priced either as a fixed price for a defined scope or on a time-and-materials basis at agreed rates, as stated in the statement of work. Estimates given before scoping are indicative ranges, not commitments. All figures exclude GST unless stated otherwise.
Unless agreed in writing, pricing excludes the cost of third-party licences and subscriptions you hold, cloud consumption and infrastructure charges billed to you by providers, travel beyond visits identified in the scope, purchased hardware, and specialist services such as independent security testing that we coordinate rather than perform. Uncertain costs are identified as estimates. Discovery and architecture work is chargeable, and its outputs are Deliverables.
We invoice monthly for work performed, or against milestones where the statement of work sets them. Payment is due within 14 days of invoice date unless agreed otherwise. Where an engagement requires substantial upfront work or purchased items, we may require a deposit credited against the final invoice.
Amounts unpaid when due may accrue interest at the rate notified on the invoice. After giving seven days written notice, we may suspend work; dates affected are extended accordingly. GST is applied as required by law and tax invoices are issued in a form supporting your input tax credits. Disputed amounts must be raised with reasons within seven days of invoice receipt; undisputed portions remain payable.
We depend on access and timely decisions. You will provide, at no charge and in time for work to proceed: access to relevant systems, environments and data; suitable test environments with representative data; a named decision-maker able to approve scope, design and acceptance; and feedback within the review periods stated, or ten Business Days where none is stated.
You are responsible for the accuracy and lawful collection of data and content you supply, for any consent or authorisation needed for us to process it, and for maintaining backups of systems we are asked to change. You must not ask us to act unlawfully, including circumventing access controls or licensing terms. Delays caused by unavailable access, data or decisions extend dates accordingly and may incur additional cost where scheduled work is idled.
You own the Deliverables. On full payment for the relevant work we assign to you all Intellectual Property in bespoke material created specifically for you, together with data held in systems we build for you.
We retain ownership of pre-existing tools, libraries, frameworks, templates and know-how, including improvements made during the engagement. To the extent any of that material is embedded in a Deliverable, we grant you a perpetual, irrevocable, royalty-free, non-exclusive licence to use, modify and maintain it as part of that Deliverable, including through another supplier.
You own the Client Materials and licence us to use them solely to perform the engagement. Third-party and open-source components remain under their own licences; we identify them on handover and will not introduce a copyleft component into your proprietary code without telling you and obtaining agreement.
Each party will keep confidential the other's information disclosed for the engagement that is marked confidential or would reasonably be understood to be confidential, including commercial terms, data, designs and credentials. It may be disclosed only to personnel and advisers who need it and are bound by equivalent obligations, or with consent, or where required by law — in which case the other party is notified where lawful. These obligations run for three years after the engagement ends, and indefinitely for personal information and trade secrets.
We warrant that the Services will be performed with due care and skill by suitably qualified people, in accordance with the accepted scope and applicable law, and that a Deliverable will conform to its written specification for 60 Business Days after acceptance. Where it does not, we will correct the defect at no charge within a reasonable time, provided you report it with enough detail to reproduce it and it does not arise from modification by another party, from a third-party component behaving as documented, or from use outside the agreed scope. That is your primary remedy for defects.
Subject to the following paragraph and to the extent permitted by law, we exclude all other warranties and conditions in relation to the Services and Deliverables, whether express or implied.
Nothing here excludes, restricts or modifies any right or remedy you have under the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth) that cannot be excluded. Where a non-excludable term is implied by that Law, our liability for breaching it is limited, at our option, to resupplying the services or paying the cost of having them resupplied.
To the extent permitted by law, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill, business opportunity or anticipated savings, whether or not foreseeable. Our aggregate liability arising out of an engagement is limited to the fees actually paid for that engagement; for a support arrangement, liability for an incident is limited to fees paid in the twelve months before it. We are not liable for loss caused by inaccurate information you supplied, by reliance on an indicative estimate, or by systems and components outside our control.
This clause does not apply where the Australian Consumer Law prohibits it, and does not limit liability for fraud, for death or personal injury caused by negligence, or for liability that cannot be limited at law.
You indemnify us against claims arising from the Client Materials, including that our authorised use infringes another party's Intellectual Property or that they were collected or disclosed unlawfully, and against claims from any use of a Deliverable outside the agreed scope. We indemnify you against third-party claims that a Deliverable used in accordance with the scope infringes that party's Intellectual Property, provided you notify us promptly, allow us to control the defence and provide reasonable assistance. Our indemnity does not cover your modifications, combinations not contemplated by the scope, or third-party components used at your direction.
We maintain professional indemnity and public liability cover appropriate to the nature and scale of our work, together with any cover required by law. Current details are provided on request. Holding insurance does not extend the limits in clause 10.
Ongoing maintenance or managed support is governed by a separate support agreement setting out scope, hours, response targets, escalation and exclusions. These terms alone create no service level commitment. Support ends with its term unless renewed.
Either party may terminate for material breach by giving fourteen days written notice specifying the breach, if it remains unremedied. Either party may terminate immediately if the other becomes insolvent, enters administration or liquidation, or has a controller appointed. We may suspend performance where payment remains unpaid after notice, or where continuing would involve unlawful conduct or an unremedied security risk.
On termination you pay for work performed and expenses properly incurred to that date, including work in progress, and any deposit is applied against that amount. We will hand over work completed to date, including source code and documentation then held, and provide reasonable transition assistance for thirty days at our current rates. Licences under clause 7 survive, as do the clauses on intellectual property, confidentiality, indemnities, liability, privacy and governing law.
Neither party is liable for failure or delay caused by an event beyond its reasonable control, including natural disaster, fire, flood, epidemic, act of government, industrial action, or failure of third-party utilities, telecommunications or hosting providers. The affected party must notify the other promptly, mitigate the effect and resume performance as soon as practicable. Dates are extended by the duration of the event. If it continues beyond sixty days, either party may terminate the affected engagement and clause 14 applies to payment.
We may engage vetted specialist subcontractors where their expertise is required, for example security testing, data migration or user research. We give you notice before one accesses your systems or data, bind them to confidentiality and security obligations no less protective than ours, and remain accountable for their work. We will not assign an engagement as a whole without your written agreement, nor place personnel into a team directed by someone else under these terms.
We handle personal information in accordance with our Privacy Policy, which forms part of these terms. Where we operate a system for you, we act on your instructions regarding the personal information it holds, and you remain responsible for the collection notices, consents and breach notifications owed to your users, customers and staff. Each party will notify the other without delay of a suspected breach affecting the engagement and cooperate in investigating and remediating it.
These terms and any engagement under them are governed by the laws of the State of Western Australia, Australia. The parties submit to the non-exclusive jurisdiction of the courts of that State and courts competent to hear appeals from them.
Before commencing proceedings, the parties will follow these steps: representatives with authority to settle confer within ten Business Days of written notice of the dispute; failing resolution, the matter is referred to mediation in Perth under the rules of a mediator agreed between the parties or, failing agreement, appointed by the Resolution Institute. Each party bears its own costs and the mediator's costs are shared equally. Nothing prevents urgent injunctive relief or commencing proceedings to preserve a limitation period.
Techila Software PTY LTD
1a/25 Belgravia Street, Belmont WA 6104
Telephone: 08 6193 7005
Email: info@techilasoftware.com.au
Questions about these terms, and complaints about our handling of your information, should come to us first using the details above. Where a privacy complaint remains unresolved, you may raise it with the Office of the Australian Information Commissioner.
