Terms and Conditions
Terms and Conditions of Trade
These Terms and Conditions (“Terms”) govern the relationship between app.licious Group Pty Ltd (ACN 613 109 452) (“the Company”, “we”, “us”) and the person or entity engaging our services (“the Customer”, “you”).
1. Scope of Services
1.1 Service Categories: The Company provides professional consulting and digital agency services, including software development (Mobile, SaaS, MVP), website development, graphic design, digital marketing (SEO, PPC), and third-party platform implementations (ServiceM8) along with staff training.
1.2 Statements of Work: All specific deliverables, timelines, and budgets will be defined in a project-specific Proposal or Statement of Work (SOW) issued by the Company.
1.3 Scope Creep & Variations: Any request by the Customer to modify, expand, or vary the scope of services detailed in an SOW must be made in writing. The Company reserves the right to charge for all variations at its standard hourly professional rates or via an agreed-upon fixed fee adjustment prior to executing the varied work.
2. Fees, Payment Terms & Suspension of Services
2.1 Invoicing & Due Dates: Invoices are issued per project milestone, monthly, or upon job completion as dictated by the SOW. All invoices are strictly payable within seven (7) days of the invoice date unless a different timeframe is explicitly designated on the face of the invoice.
2.2 Late Payment Fee: If any invoice remains unpaid after the due date, an administration fee of $25.00 (plus GST, if applicable) will be automatically charged to the account upon the expiration of the due date, and every 30 days thereafter until the balance is paid in full. This fee represents a genuine contractual pre-estimate of the administrative and bookkeeping costs incurred by the Company in managing overdue accounts.
2.3 Interest: In addition to the administration fee, the Company reserves the right to charge interest on all overdue balances at a rate of 10% per annum. Interest will accrue and be calculated daily from the day after the due date and will be added to the outstanding balance monthly in arrears.
2.4 Recovery Costs: The Customer agrees to fully indemnify the Company for all costs, disbursements, and expenses incurred in recovering any overdue debt, including but not limited to internal administrative overheads, external debt collection agency commissions, and legal costs on a full solicitor-client basis.
2.5 Right to Suspend Services: If the Customer defaults on any payment obligation under these Terms, the Company reserves the absolute right to immediately suspend all services, pause active digital marketing campaigns, take down staging environments, or revoke system access without notice. The Company will not be held liable for any loss, damage, or platform penalties suffered by the Customer as a result of a suspension invoked under this clause.
2.6 Travel Expenses and On-Site Attendance: Where services require travel to the Client’s premises or another location nominated by the Client, the Client agrees to pay a travel charge per kilometre for the return distance travelled in providing the services. The Client must also reimburse any tolls, parking, accommodation, meals, and other reasonable travel expenses incurred by us in connection with the services. All amounts are exclusive of GST unless stated otherwise, and GST will be added where applicable.
3. Intellectual Property (IP) Bifurcation
3.1 Background IP: The Company retains absolute ownership of all intellectual property rights created prior to this agreement, or developed independently of the services, including pre-existing software code, design components, proprietary algorithms, libraries, frameworks, and digital marketing methodologies ("Background IP"). The Company grants the Customer a non-exclusive, non-transferable, perpetual licence to use such Background IP solely as integrated into the final deliverables.
3.2 Project IP: Subject to clause 3.3, all intellectual property rights created specifically for the Customer under an SOW, including custom application source code, bespoke website assets, and graphic designs ("Project IP"), will vest in the Customer.
3.3 Condition Precedent to Vesting: The assignment or transfer of any Project IP or the granting of any usage licence under these Terms is strictly conditional upon payment of all invoices in full. Until final payment is cleared, all proprietary rights in the Project IP remain exclusively with the Company.
4. Warranties, Maintenance & Australian Consumer Law
4.1 Statutory Guarantees Saving Clause: Nothing in these Terms operates to exclude, restrict, or modify any non-excludable statutory consumer guarantees available under the Competition and Consumer Act 2010 (Cth) or the Australian Consumer Law (ACL) that apply to small businesses or consumers.
4.2 Defect Period Warranty: Subject to clause 4.1, the Company provides a thirty (30) day warranty from the date of final project delivery to rectify material bugs or technical defects that deviate significantly from the agreed SOW. This warranty explicitly excludes defects, system errors, or downtime caused by:
- Third-party platform updates, code changes, API adjustments, or price increases (including but not limited to ServiceM8, Apple iOS, Android, Microsoft Windows, or web browsers);
- Unauthorized modifications or code interventions executed by the Customer or any third party.
4.3 No Guarantee of Commercial Results: The Customer acknowledges that digital marketing, online advertising (PPC), and search engine optimization (SEO) are subject to external algorithmic variations. While the Company deploys professional care and skill, it does not warrant or guarantee specific commercial outcomes, return on investment (ROI), sales volumes, or specific search engine rankings.
5. Online Advertising & Platform Compliance
5.1 Ad Spend Liability: For all online advertising campaigns (e.g., Meta Ads, Google Ads, LinkedIn, etc), the Customer must establish their own billing relationship directly with the platform provider. If the Company agrees to pay platform ad spend on behalf of the Customer, the Customer must pay the total anticipated ad spend amount to the Company upfront, subject to a 15% administrative handling fee.
5.2 Content Warranty & Indemnity: The Customer warrants that all creative materials, copy, data, and business documentation provided to the Company for marketing purposes are legally compliant and do not infringe the intellectual property rights of any third party. The Customer indemnifies the Company against all claims, regulatory penalties, or losses arising out of platform account bans or legal actions triggered by Customer-supplied content.
6. Cascading Non-Solicitation of Personnel
6.1 Restraint Obligation: To protect the Company's legitimate business interest in its trained workforce and contractors, the Customer agrees not to solicit, engage, employ, or contract any employee or independent contractor of the Company who was directly or indirectly involved in the delivery of services to the Customer.
6.2 Restraint Period: The restraint in clause 6.1 applies during the term of engagement and for the following period post-termination: (a) 12 months; or if that period is deemed unreasonable by a court of competent jurisdiction; (b) 6 months; or if that period is deemed unreasonable by a court of competent jurisdiction; (c) 3 months.
6.3 Liquidated Damages: If the Customer breaches this clause, the Customer agrees to pay the Company an amount equal to 30% of the relevant individual’s gross annual salary or annualized contract value. The parties agree that this amount is a genuine pre-estimate of the recruitment, training, and operational replacement costs incurred by the Company.
7. Dispute Resolution Framework
7.1 Negotiation: In the event of a commercial dispute arising under this agreement, the parties must first attempt to resolve the matter through direct, good-faith negotiations between senior representatives within fourteen (14) days of written notice of the dispute.
7.2 Mediation: If the dispute is not resolved via negotiation, the parties must submit the dispute to non-binding mediation in Queensland, Australia. The mediation will be conducted in accordance with the mediation rules of the Resolution Institute or the Australian Disputes Centre (ADC), and the cost of the mediator will be shared equally between the parties.
7.3 Interlocutory Relief: Nothing in this clause prevents either party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction.
8. Website Hosting, Cybersecurity, and Data Backups
8.1 Third-Party Infrastructure Acknowledgement: The Customer acknowledges that the Company does not own, operate, or maintain physical server infrastructure or telecommunications networks. Where the Company facilitates or arranges web hosting services for the Customer, such hosting is provided strictly via third-party infrastructure partners (e.g., Amazon Web Services, Google Cloud, or alternative external hosting vendors).
8.2 No Warranty for Continuity or Uptime: The Company provides no warranty, express or implied, that web hosting services will be uninterrupted, continuous, secure, or completely error-free. The Company shall not be held liable for any service interruptions, server blackouts, hardware failures, routing delays, or system maintenance outages initiated by third-party hosting providers.
8.3 Cybersecurity Exemptions (Hacking and Malicious Code): While the Company deploys standard industry practices in its development processes, the Customer explicitly accepts that no digital environment is impervious to cyber threats. The Company accepts zero liability for any economic loss, reputational damage, or data exposure resulting from unauthorized third-party access, malicious cyber-attacks, brute-force hacking, ransomware, distributed denial-of-service (DDoS) attacks, or the injection of malicious code into the Customer’s website or digital application.
8.4 Absolute Exclusions Regarding Data Backups: Unless the Customer has entered into a specific, separately funded Service Level Agreement (SLA) or Maintenance Contract with the Company that explicitly mandates automated backup management, the ultimate responsibility for data redundancy rests solely with the Customer. Specifically: (a) The Company is under no obligation to maintain historical backups of the Customer's website, source code, files, or database assets; (b) The Company accepts no liability for the failure of any automated or manual backup routines executed by third-party hosting environments; (c) The Company is completely absolved of liability in the event that a backup file is found to be corrupted, incomplete, or otherwise incapable of being successfully restored; and (d) Any technical assistance requested by the Customer to investigate, salvage, or attempt to restore a website following an outage or cyber incident will be billed to the Customer as an external, out-of-scope project variation at the Company's premium emergency professional hourly rates.
8.5 Cyber Indemnity: The Customer agrees to defend, indemnify, and hold harmless the Company against any and all third-party claims, regulatory inquiries, fines, or legal expenses arising out of data breaches or platform non-performance associated with the Customer's hosted infrastructure.
9. Governing Law and Jurisdiction
These Terms are governed by, and construed in accordance with, the laws of the State of Queensland, Australia. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Queensland and any courts competent to hear appeals from those courts.