Terms of Use

2. Company Information

This Website is owned and operated by:

3. Definitions

In these Terms, unless the context otherwise requires:

• "Website" means the website accessible at encodedigital.com.au and all associated subdomains, pages, features, and content.
• "Services" means the digital solutions, software development, consulting, and related professional services offered by Encode Digital, including but not limited to: Landing Pages & Websites, Web Applications, Mobile App Development, MVP Development, API Development & Integration, and AI Solutions.
• "Client" means any individual or entity that engages Encode Digital to provide Services pursuant to a separate service agreement, proposal, or statement of work.
• "User" or "you" means any person who accesses, browses, or otherwise uses the Website, whether or not they are a Client.
• "Content" means all text, graphics, images, photographs, illustrations, icons, designs, written and other materials, data, software code, page layout, user interface design, audio, video, and other information and materials that appear on or form part of the Website.
• "Deliverables" means any work product, source code, designs, documentation, or other materials created by Encode Digital for a Client in connection with the Services.
• "Personal Information" has the meaning given to it in the Privacy Act 1988 (Cth) and includes any information or opinion about an identified individual, or an individual who is reasonably identifiable.
• "Proposal" means any written proposal, quotation, statement of work, or service agreement issued by Encode Digital to a Client setting out the scope, pricing, and terms of specific Services.
• "Australian Consumer Law" means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

4. Use of the Website

4.1 Permitted Use

You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use this Website for its intended purposes, which include:

• Viewing information about Encode Digital and its Services;
• Submitting inquiries through the contact form;
• Accessing publicly available resources, insights, and educational content;
• Reviewing career opportunities and submitting applications; and
• Any other purpose expressly permitted by these Terms.

4.2 Prohibited Conduct

You agree not to, and must not permit any third party to:

• Use the Website for any unlawful, fraudulent, or malicious purpose, or in connection with any criminal activity;
• Attempt to gain unauthorised access to any part of the Website, its servers, databases, or any connected systems or networks;
• Use any automated means, including bots, crawlers, scrapers, or spiders, to access, collect, or extract data from the Website without our prior written consent;
• Interfere with, disrupt, or impose an unreasonable burden on the Website, its infrastructure, or any connected networks, including through denial-of-service attacks or flooding;
• Circumvent, disable, or otherwise interfere with any security features of the Website, including rate limiting, bot detection mechanisms, or access controls;
• Transmit any virus, worm, trojan horse, ransomware, or other malicious or harmful code or program;
• Submit false, misleading, or inaccurate information through the contact form or any other input mechanism on the Website;
• Use the Website to send unsolicited communications, spam, or marketing materials, or to harvest email addresses or other Personal Information;
• Reproduce, duplicate, copy, sell, resell, distribute, or exploit any Content or portion of the Website for any commercial purpose without our express written permission;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of any software or technology underlying the Website;
• Remove, alter, or obscure any proprietary notices, trademarks, copyright notices, or other intellectual property notices displayed on the Website;
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity; or
• Use the Website in any manner that could damage, disable, overburden, or impair its functionality.

4.3 Rate Limiting and Security

The Website employs rate limiting, bot detection (including honeypot fields), and input sanitisation measures to protect against abuse and ensure service availability. Attempts to circumvent these protections constitute a breach of these Terms and may result in your access being permanently blocked without notice.

5. Services

5.1 Overview

Encode Digital provides professional digital solutions and custom software development services, including but not limited to:

• Landing Pages & Websites — Custom-designed, conversion-focused websites with SEO optimisation and responsive design;
• Web Applications — SaaS platforms, multi-tenant applications, e-commerce solutions, CRM/ERP systems, real-time dashboards, and custom web-based software;
• Mobile App Development — Native iOS and Android applications, cross-platform development, push notifications, offline functionality, and app store deployment;
• MVP Development — Rapid prototyping and minimum viable product development for startups and new ventures, designed for user testing and investor readiness;
• API Development & Integration — RESTful and GraphQL API design, third-party integrations, webhook automation, authentication systems, and comprehensive API documentation; and
• AI Solutions — AI-powered chatbots and virtual assistants, workflow automation, large language model (LLM) integrations, predictive analytics, and custom-trained machine learning models.

5.2 Service Agreements

All Services are provided subject to separate written Proposals or service agreements entered into between Encode Digital and the Client. The scope, specifications, pricing, payment terms, timelines, and deliverables for each engagement shall be as set out in the applicable Proposal. In the event of any conflict between these Terms and a Proposal, the terms of the Proposal shall prevail to the extent of the inconsistency.

5.3 No Obligation

Nothing on this Website constitutes an offer to provide Services. All content describing our Services is for informational purposes only. Encode Digital reserves the right, at its sole discretion, to decline any inquiry or refuse to enter into a service agreement with any prospective Client for any reason.

5.4 Timelines

Any timelines, delivery dates, or development schedules communicated on the Website, during consultations, or in Proposals are estimates only and do not constitute binding commitments unless expressly stated otherwise in a signed service agreement. Actual timelines may vary depending on project complexity, Client responsiveness, and other factors.

6. Intellectual Property

6.1 Website Content

All Content on this Website, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, page layouts, underlying code, software, user interface designs, and the selection and arrangement thereof, is the property of Encode Digital Software Solutions Pty Ltd or its licensors and is protected by Australian and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

6.2 Trademarks

"Encode Digital", the Encode Digital logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Encode Digital Software Solutions Pty Ltd or its affiliates. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

6.3 Client Materials

Clients retain all intellectual property rights in any materials, content, data, or information they provide to Encode Digital in connection with the Services ("Client Materials"). By providing Client Materials, you grant Encode Digital a non-exclusive, royalty-free, worldwide licence to use, reproduce, modify, and display such materials solely to the extent necessary to provide the Services.

6.4 Deliverable Ownership

Unless otherwise specified in the applicable Proposal, upon receipt of full and final payment for the relevant Services, all intellectual property rights in the custom Deliverables created specifically for the Client shall be assigned to the Client. This assignment does not include:

• Pre-existing IP — Any tools, frameworks, libraries, methodologies, or code that existed prior to the engagement or were developed independently by Encode Digital, in which Encode Digital retains all rights and grants the Client a perpetual, non-exclusive licence to use;
• Open-source components — Any third-party open-source software incorporated into the Deliverables, which remains subject to its original open-source licence terms; and
• Third-party software — Any third-party proprietary software, APIs, or services used in or integrated with the Deliverables, which remain subject to the respective third-party licence agreements.

6.5 Portfolio Rights

Unless expressly prohibited in writing by the Client, Encode Digital retains the right to display and reference completed project work in its portfolio, case studies, marketing materials, and on this Website for promotional purposes. Such use shall not disclose any confidential information of the Client.

7. Client Obligations

If you engage Encode Digital to provide Services, you agree to:

• Provide accurate, complete, and current information in all communications, including through the contact form and during consultations;
• Provide timely feedback, approvals, and decisions as reasonably required to facilitate the progress of the project, acknowledging that delays in Client responses may result in corresponding delays in project timelines;
• Provide all necessary access, credentials, assets, content, and materials required for the performance of the Services in a timely manner;
• Ensure that all Client Materials provided do not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party;
• Ensure that Client Materials comply with all applicable laws, regulations, and industry standards, including the Spam Act 2003 (Cth), the Privacy Act 1988 (Cth), and the Australian Consumer Law;
• Maintain appropriate security measures for any access credentials or systems shared with Encode Digital;
• Obtain all necessary consents, licences, and permissions required for Encode Digital to use any Client Materials or third-party resources in the performance of the Services; and
• Pay all fees and charges as set out in the applicable Proposal in accordance with the agreed payment terms.

8. Pricing and Payment

8.1 Pricing

All pricing for Services shall be as set out in the applicable Proposal. Prices quoted on the Website or during initial consultations are indicative only and may vary based on the specific requirements and scope of each project. Unless otherwise stated, all prices are quoted in Australian Dollars (AUD) and are exclusive of Goods and Services Tax (GST). GST will be applied where applicable in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

8.2 Payment Terms

Payment terms, including deposit requirements, milestone payments, and final payment schedules, shall be as specified in the applicable Proposal. Unless otherwise agreed in writing:

• Invoices are payable within fourteen (14) days of the date of issue;
• Payment must be made by the method specified in the invoice; and
• All payments are non-refundable once work has commenced, except as required by the Australian Consumer Law.

8.3 Late Payments

If any payment is not received by the due date, Encode Digital reserves the right to:

• Charge interest on the overdue amount at a rate of 2% per month (or part thereof), compounding monthly, from the due date until payment is received in full;
• Suspend or cease all work on the project until all outstanding amounts are paid;
• Withhold delivery of any Deliverables until all outstanding amounts are paid; and
• Recover all reasonable costs and expenses (including legal fees on a solicitor-client basis) incurred in the collection of overdue amounts.

8.4 Scope Changes

Any changes to the agreed scope of Services must be agreed in writing by both parties. Additional work beyond the original scope shall be subject to additional fees as quoted by Encode Digital and accepted by the Client prior to commencement of such work.

9. Confidentiality

9.1 Confidential Information

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the Services or these Terms ("Confidential Information"), including but not limited to business strategies, financial information, technical data, trade secrets, client lists, project specifications, source code, and any information marked or designated as confidential.

9.2 Exceptions

The obligations of confidentiality do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party;
• Was already known to the receiving party prior to disclosure, as evidenced by written records;
• Is independently developed by the receiving party without reference to the disclosing party's Confidential Information;
• Is lawfully received from a third party without restriction on disclosure; or
• Is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt written notice of such requirement (to the extent legally permitted) and reasonably cooperates with any efforts to obtain protective treatment.

9.3 Survival

The obligations of confidentiality set out in this clause shall survive the termination or expiry of these Terms and any related service agreement for a period of three (3) years from the date of termination or expiry.

10. Warranties and Disclaimers

10.1 Website Disclaimer

This Website and its Content are provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, or statutory. To the maximum extent permitted by applicable law, Encode Digital expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

10.2 No Guarantee of Availability

We do not warrant that the Website will be available at all times, will be uninterrupted, timely, secure, or error-free, or that any defects will be corrected. The Website may be temporarily unavailable due to maintenance, updates, server failures, or circumstances beyond our control.

10.3 Accuracy of Information

While we endeavour to keep the Content on this Website accurate and up to date, we make no representations or warranties as to the accuracy, completeness, reliability, suitability, or timeliness of any Content. Any reliance you place on such information is strictly at your own risk.

10.4 Professional Services

Where Encode Digital provides Services to a Client, such Services are provided with reasonable care and skill in accordance with generally accepted industry standards. However, Encode Digital does not guarantee that the Services will achieve any specific business outcome, revenue target, or performance metric unless expressly warranted in the applicable Proposal.

10.5 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on you by the Australian Consumer Law or any other applicable law that cannot be excluded, restricted, or modified by agreement. If the Australian Consumer Law applies to you as a consumer, the limitations in these Terms are subject to those statutory consumer guarantees.

11. Limitation of Liability

11.1 Maximum Liability

To the maximum extent permitted by applicable law, the total aggregate liability of Encode Digital, its directors, officers, employees, agents, and contractors, arising out of or in connection with these Terms, the Website, or the Services (whether in contract, tort including negligence, statute, or otherwise) shall not exceed the greater of:

• The total fees actually paid by you to Encode Digital in the twelve (12) months immediately preceding the event giving rise to the claim; or
• One hundred Australian Dollars (AUD $100), where no fees have been paid.

11.2 Exclusion of Consequential Loss

To the maximum extent permitted by applicable law, Encode Digital shall not be liable for any:

• Indirect, incidental, special, consequential, punitive, or exemplary damages;
• Loss of profits, revenue, business, or anticipated savings;
• Loss of data, goodwill, or reputation;
• Business interruption or loss of business opportunity;
• Cost of procurement of substitute goods or services; or
• Any other loss or damage that was not reasonably foreseeable at the time of entering into these Terms,

however caused and regardless of the theory of liability, even if Encode Digital has been advised of the possibility of such damages.

11.3 Specific Exclusions

Without limiting the generality of the above, Encode Digital shall not be liable for any loss or damage arising from:

• Your use of or reliance on any Content on the Website;
• Any unauthorised access to or use of our servers or any Personal Information stored therein;
• Any interruption or cessation of transmission to or from the Website;
• Any bugs, viruses, or similar harmful code that may be transmitted to or through the Website by any third party;
• Any errors, omissions, or inaccuracies in any Content;
• Your failure to maintain adequate backups of your own data or systems; or
• The acts or omissions of any third-party service providers, platforms, or integrations.

12. Indemnification

You agree to indemnify, defend, and hold harmless Encode Digital Software Solutions Pty Ltd, its directors, officers, employees, agents, contractors, and affiliates from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable legal fees on a solicitor-client basis) arising out of or in connection with:

• Your use of or access to the Website;
• Your breach of any provision of these Terms;
• Your violation of any applicable law, regulation, or third-party right;
• Any content, materials, or information you submit, post, or transmit through the Website, including through the contact form;
• Any claim that Client Materials provided by you infringe or misappropriate the intellectual property, privacy, or other rights of any third party; or
• Your negligent or wrongful acts or omissions.

This indemnification obligation shall survive the termination or expiry of these Terms.

13. Privacy and Data Collection

13.1 Privacy Policy

Your privacy is important to us. Our collection, use, and disclosure of Personal Information is governed by our Privacy Policy, which forms part of these Terms. By using this Website, you consent to the collection and use of your information as described in the Privacy Policy.

13.2 Contact Form Data

When you submit an inquiry through our contact form, we collect the following information:

• Full name (required);
• Email address (required);
• Company name (optional);
• Phone number (optional);
• Service of interest (optional);
• Estimated project budget (optional);
• Project description/message (required); and
• IP address (collected automatically for rate limiting and security purposes).

13.3 Use of Data

Information submitted through the contact form is used to:

• Respond to your inquiry and provide relevant information about our Services;
• Send you a confirmation email acknowledging receipt of your inquiry;
• Facilitate follow-up communications, including scheduling discovery calls;
• Prepare tailored Proposals based on your project requirements; and
• Maintain records of client communications.

13.4 Third-Party Email Service

We use a third-party email delivery service to send confirmation and notification emails. By submitting the contact form, you acknowledge that your email address and name will be processed by this service provider for the sole purpose of delivering transactional emails related to your inquiry. Our email service provider is contractually obligated to maintain the confidentiality and security of your data.

13.5 Data Security

We implement reasonable technical and organisational measures to protect your Personal Information, including input validation, HTML sanitisation, rate limiting, and bot detection mechanisms. However, no method of transmission over the internet or electronic storage is 100% secure, and we cannot guarantee absolute security. You acknowledge and accept this inherent risk.

13.6 Australian Privacy Principles

We are committed to handling your Personal Information in accordance with the Australian Privacy Principles (APPs) under the Privacy Act 1988 (Cth). For more information about how we handle your Personal Information, including your rights to access, correct, or complain about the handling of your information, please refer to our Privacy Policy.

14. Third-Party Services and Links

14.1 Third-Party Links

This Website may contain links to third-party websites, services, or resources that are not owned or controlled by Encode Digital. We have no control over, and assume no responsibility for, the content, privacy policies, terms of service, or practices of any third-party websites or services. You acknowledge and agree that Encode Digital shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third-party content, goods, or services.

14.2 Third-Party Images

Certain images displayed on this Website may be sourced from third-party providers such as Unsplash and are used for illustrative and demonstrative purposes only, including within mockup and portfolio showcase sections. These images remain the property of their respective owners and are used in accordance with their applicable licence terms.

14.3 Social Media

This Website may link to Encode Digital's social media profiles on third-party platforms (including LinkedIn). Your use of such third-party platforms is governed by those platforms' own terms of service and privacy policies.

14.4 Third-Party Tools in Deliverables

Services provided by Encode Digital may involve the use of third-party software, frameworks, APIs, libraries, and platforms. Your use of such third-party tools within any Deliverables is subject to the applicable third-party licence terms, which will be communicated to you as part of the project documentation.

15. Termination

15.1 Termination by Encode Digital

Encode Digital reserves the right, at its sole discretion and without prior notice, to terminate, suspend, or restrict your access to all or any part of the Website for any reason, including but not limited to a breach of these Terms. Such termination shall not affect any rights or obligations that have accrued prior to the date of termination.

15.2 Termination of Services

The termination of any service agreement between Encode Digital and a Client shall be governed by the terms set out in the applicable Proposal. In the absence of specific termination provisions, either party may terminate a service engagement by providing thirty (30) days' written notice. Upon termination:

• The Client shall pay for all Services performed and expenses incurred up to the date of termination;
• Encode Digital shall deliver all completed Deliverables and work-in-progress to the Client, subject to receipt of all outstanding payments; and
• Each party shall return or destroy all Confidential Information of the other party, except as required to be retained by law.

15.3 Survival

The following clauses shall survive termination or expiry of these Terms: Intellectual Property (clause 6), Confidentiality (clause 9), Warranties and Disclaimers (clause 10), Limitation of Liability (clause 11), Indemnification (clause 12), Governing Law (clause 17), and Dispute Resolution (clause 18).

16. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms or any service agreement where such failure or delay results from events, circumstances, or causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, epidemics or pandemics, fire, flood, earthquake, war, terrorism, civil unrest, government sanctions or embargoes, changes in law or regulation, internet or telecommunications failures, power outages, cyberattacks, strikes or industrial action, or the failure of third-party service providers.

The affected party must promptly notify the other party of the force majeure event and use reasonable endeavours to mitigate its effects. If the force majeure event continues for more than sixty (60) days, either party may terminate the affected service agreement by written notice without liability.

17. Governing Law

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of New South Wales, Australia.

Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia, and any courts of appeal from them, for the purpose of any proceedings arising out of or in connection with these Terms. Each party irrevocably waives any objection to the venue of any proceedings on the basis that the proceedings have been brought in an inconvenient forum.

18. Dispute Resolution

18.1 Negotiation

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof ("Dispute"), the parties shall first attempt to resolve the Dispute through good faith negotiation. The aggrieved party must give written notice to the other party setting out the nature of the Dispute and the resolution sought.

18.2 Mediation

If the Dispute is not resolved within twenty-one (21) days of the written notice, the parties agree to attempt to resolve the Dispute through mediation administered by the Australian Disputes Centre (ADC) in accordance with the ADC Mediation Guidelines. The mediation shall be conducted in Sydney, New South Wales. The costs of the mediator shall be shared equally between the parties.

18.3 Court Proceedings

If the Dispute is not resolved through mediation within sixty (60) days of the commencement of the mediation, either party may commence court proceedings in the courts of New South Wales. Nothing in this clause prevents either party from seeking urgent injunctive or interlocutory relief from any court of competent jurisdiction.

18.4 Costs

Unless otherwise ordered by a court or agreed by the parties, each party shall bear its own costs in relation to any Dispute resolution proceedings under this clause, except that the unsuccessful party shall pay the reasonable legal costs of the successful party in any court proceedings.

19. Severability

If any provision or part of a provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the remaining provisions of these Terms, which shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties.

20. Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, and any applicable Proposal, constitute the entire agreement between you and Encode Digital with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

In the event of any conflict or inconsistency between these Terms and a Proposal, the terms of the Proposal shall prevail to the extent of the inconsistency with respect to the specific Services covered by that Proposal. In all other respects, these Terms shall govern.

21. Assignment

You may not assign, transfer, delegate, or sublicense any of your rights or obligations under these Terms without the prior written consent of Encode Digital. Encode Digital may assign, transfer, or delegate its rights and obligations under these Terms without your consent, including in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of its assets.

22. Waiver

No failure or delay by Encode Digital in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise of that right, power, or remedy or the exercise of any other right, power, or remedy. A waiver of any right, power, or remedy must be in writing and signed by an authorised representative of Encode Digital to be effective.

23. Changes to Terms

Encode Digital reserves the right, at its sole discretion, to modify, amend, or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide at least thirty (30) days' notice prior to any new terms taking effect, such as by posting a notice on the Website or updating the "Last updated" date at the top of these Terms.

What constitutes a material change will be determined at our sole discretion. Your continued access to or use of the Website after any revisions become effective constitutes your acceptance of the revised Terms. If you do not agree to the new Terms, you must stop using the Website.

It is your responsibility to review these Terms periodically for changes. We recommend bookmarking this page and checking it regularly.

24. Contact Information

If you have any questions, concerns, or complaints about these Terms, please contact us:

We aim to respond to all inquiries within five (5) business days. For urgent legal matters, please clearly mark your correspondence as urgent.