Terms of Use

1. Agreement to Terms

By accessing and using the website located at encodedigital.com.au (the "Website") and the services provided by ENCODE DIGITAL SOFTWARE SOLUTIONS PTY LTD (ACN 690 774 719) ("we", "us", "our", or "Encode Digital"), you agree to be bound by these Terms of Use. If you do not agree to these terms, please do not use our Website or services.

2. Definitions

In these Terms of Use:

• "Services" means all software development, web application development, mobile app development, business automation, AI integration, and related services provided by Encode Digital.
• "Client" means any person or entity that engages Encode Digital for Services.
• "Deliverables" means any work product, code, designs, documentation, or other materials created by Encode Digital for a Client.
• "Agreement" means any formal contract, proposal, or statement of work entered into between Encode Digital and a Client.

3. Use of Website

3.1 Permitted Use

You may use our Website for lawful purposes only. You agree not to use the Website:

• In any way that violates any applicable federal, state, local, or international law or regulation
• To transmit or procure the sending of any advertising or promotional material without our prior written consent
• To impersonate or attempt to impersonate Encode Digital, an Encode Digital employee, another user, or any other person or entity
• To engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Website
• To introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful

3.2 Account Security

If you create an account on our Website, you are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorised use of your account.

4. Services and Engagement

4.1 Service Agreements

All Services provided by Encode Digital are subject to a separate written Agreement between Encode Digital and the Client. These Terms of Use do not constitute a service agreement but govern the use of our Website and general relationship with clients.

4.2 Proposals and Quotes

All proposals, quotes, and estimates provided by Encode Digital are valid for 30 days from the date of issue unless otherwise specified. Prices are subject to change based on scope modifications or delays caused by the Client.

4.3 Project Scope

The scope of Services will be defined in the applicable Agreement. Any work outside the agreed scope may be subject to additional fees. Clients must approve scope changes in writing before additional work commences.

5. Intellectual Property Rights

5.1 Ownership of Deliverables

Upon full payment of all fees, the Client will own all rights, title, and interest in custom code and designs created specifically for the Client as part of the Deliverables. This ownership transfer is subject to full payment and compliance with the Agreement.

5.2 Pre-existing Materials

Encode Digital retains all rights to pre-existing code, frameworks, libraries, tools, and methodologies used in delivering the Services. The Client receives a non-exclusive license to use such materials as incorporated in the Deliverables.

5.3 Third Party Components

Deliverables may include third party open source or licensed components. Such components remain subject to their respective licenses, and Encode Digital makes no warranties regarding third party intellectual property.

5.4 Portfolio Rights

Unless otherwise agreed in writing, Encode Digital reserves the right to display completed projects in our portfolio and marketing materials. Confidential client information will not be disclosed without prior written consent.

6. Payment Terms

6.1 Fees and Payment Schedule

Payment terms will be specified in the applicable Agreement. Typically, projects require:

• 30% deposit to commence work
• 40% at agreed milestones
• 30% upon project completion

Alternative payment structures may be agreed upon in writing for specific projects.

6.2 Late Payment

Late payments may incur interest charges at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower). Encode Digital reserves the right to suspend Services if payments are more than 14 days overdue.

6.3 Taxes

All fees are exclusive of applicable taxes (including GST). The Client is responsible for all taxes, duties, and other governmental charges.

7. Client Responsibilities

Clients agree to:

• Provide timely feedback, approvals, and necessary materials for project completion
• Designate a primary point of contact for project communication
• Provide accurate and complete information required for the Services
• Obtain all necessary third party consents, licenses, and permissions
• Respond to requests for information within agreed timeframes
• Review and test Deliverables within specified review periods

Delays caused by failure to meet these responsibilities may result in timeline extensions and additional fees.

8. Warranties and Disclaimers

8.1 Our Warranties

Encode Digital warrants that:

• Services will be performed in a professional and workmanlike manner
• We have the necessary rights and permissions to provide the Services
• Deliverables will materially conform to specifications in the Agreement

8.2 Website Disclaimer

The Website and its content are provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

8.3 No Guarantee of Results

While we strive for excellence, we do not guarantee specific business results, performance metrics, user adoption rates, or return on investment from our Services.

9. Limitation of Liability

9.1 Maximum Liability

To the maximum extent permitted by law, Encode Digital's total liability arising out of or related to any Agreement or Services shall not exceed the total fees paid by the Client for the specific Services giving rise to the liability.

9.2 Excluded Damages

In no event shall Encode Digital be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, even if we have been advised of the possibility of such damages.

9.3 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law or any other applicable law that cannot be excluded, restricted, or modified by agreement.

10. Confidentiality

10.1 Mutual Obligations

Both parties agree to maintain the confidentiality of any confidential information disclosed during the course of the relationship. Confidential information includes business plans, technical data, customer information, and any information marked as confidential.

10.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of these Terms
• Was already known to the receiving party without confidentiality restrictions
• Is independently developed by the receiving party
• Must be disclosed by law or court order

11. Term and Termination

11.1 Project Term

Service engagements continue until completion of the agreed Deliverables or earlier termination in accordance with the Agreement.

11.2 Termination for Convenience

Either party may terminate an engagement with 14 days written notice. Upon termination, the Client must pay for all work completed to date plus any non-cancellable commitments.

11.3 Termination for Cause

Either party may terminate immediately if the other party materially breaches these Terms or the Agreement and fails to cure within 7 days of written notice.

11.4 Effect of Termination

Upon termination, Encode Digital will deliver all completed work to the Client upon receipt of payment for all amounts due. The Client's license to use any Deliverables is contingent upon full payment.

12. Indemnification

The Client agrees to indemnify and hold harmless Encode Digital from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from:

• Client's breach of these Terms or any Agreement
• Client's use of the Deliverables
• Content, data, or materials provided by the Client
• Violation of any third party rights by Client-provided materials

13. Dispute Resolution

13.1 Good Faith Negotiations

In the event of any dispute arising from these Terms or any Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiations.

13.2 Mediation

If negotiations fail, the parties agree to attempt mediation before pursuing litigation or arbitration.

13.3 Governing Law

These Terms are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales.

14. General Provisions

14.1 Modifications to Terms

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to the Website. Continued use of the Website or Services after changes constitutes acceptance of the modified Terms.

14.2 Entire Agreement

These Terms, together with any applicable Agreement, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements and understandings.

14.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

14.4 Waiver

No waiver of any term or condition shall be deemed a further or continuing waiver of such term or any other term.

14.5 Assignment

Clients may not assign or transfer any rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to any affiliate or in connection with a merger, acquisition, or sale of assets.

14.6 Force Majeure

Neither party shall be liable for failure to perform obligations due to causes beyond reasonable control, including but not limited to acts of God, war, terrorism, pandemic, government restrictions, or failure of third party services.

15. Contact Information

For questions about these Terms of Use, please contact us:

• Email: info@encodedigital.com.au
• Company: ENCODE DIGITAL SOFTWARE SOLUTIONS PTY LTD
• ACN: 690 774 719
• Location: Sydney, New South Wales, Australia