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POLICIES

Terms of Service

These terms apply to every engagement with TrueCMS Pty Ltd (ABN 63 133 456 005) unless a separate written contract states otherwise.

Effective
2025-10-18
Last updated
2025-10-18

Acceptance of terms

By requesting a proposal, engaging our services, or using our website, you agree to these Terms of Service. If we sign a separate agreement with you, that agreement will take precedence to the extent of any inconsistency.

Services and statements of work

  • We scope services through written proposals, statements of work, or retainers. Each document outlines deliverables, assumptions, and pricing.
  • We may rely on information you provide when preparing estimates. Material changes may require a variation.
  • We will use reasonable care and skill consistent with Australian Consumer Law when delivering services.

Your responsibilities

  • Provide timely access to environments, stakeholders, and information needed for delivery.
  • Ensure that any materials, data, or third-party assets you supply do not infringe the rights of others and are provided with necessary permissions.
  • Nominate a primary contact who can make decisions and approvals.

Fees, invoicing, and payment

  • Pricing is set out in the relevant proposal or retainer.
  • Unless otherwise stated, invoices are due within 14 days of issue and may be sent electronically.
  • Late payments may incur interest at 1.5% per month, calculated daily. We may suspend services if invoices remain unpaid for more than 21 days.
  • Expenses (such as travel or third-party licences) will be passed through at cost with your prior approval.

Intellectual property

  • You retain ownership of your existing materials. We grant you a licence to use deliverables created for you once invoices related to those deliverables are paid in full.
  • We retain ownership of background intellectual property, accelerators, and reusable components developed before or outside your engagement. We grant you a non-exclusive licence to use them as part of the deliverables.

Confidentiality

Each party must keep the other party’s confidential information secure and use it only for the purposes of the engagement. Confidentiality obligations continue after the engagement ends, except for information that becomes public through no fault of the receiving party.

Warranties and disclaimers

  • We warrant that our services will be provided with due care and skill and will align with the agreed scope.
  • Except for warranties that cannot be excluded under Australian Consumer Law, we disclaim all other warranties, including implied warranties of merchantability and fitness for purpose.

Liability

  • To the extent permitted by law, our aggregate liability arising from a project is limited to the fees paid for the services that gave rise to the claim.
  • Neither party is liable for indirect, consequential, incidental, or special damages, including lost profits or business interruption, except to the extent arising from fraud, wilful misconduct, or breach of confidentiality.

Third-party services and open source software

Where projects rely on third-party services, hosting, or open source software, their separate terms apply. We will highlight material dependencies and work with you to ensure licences are maintained.

Suspension and termination

  • Either party may terminate an engagement for convenience with 30 days’ written notice.
  • Either party may terminate immediately if the other party materially breaches these terms and fails to remedy the breach within 14 days of notice.
  • On termination you must pay for services delivered up to the termination date, and we will deliver completed work products and reasonable transition assistance.

Force majeure

Neither party is responsible for delays or failures caused by events outside their reasonable control, provided they notify the other party and take reasonable steps to mitigate the impact.

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 and the Commonwealth of Australia.

Changes to these terms

We may update these terms from time to time. When we do, we will revise the effective date at the top of this page. Continued use of our services after the change takes effect constitutes acceptance of the updated terms.

Contact

If you have questions about these terms, email [email protected].