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Terms —

Effective Date: 6, September 2025
Last Updated: 6, September 2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client") and ENTROPIC STUDIO PTY LTD (ACN 690 741 309) ("Company", "we", "us", or "our"), governing your use of our technology consulting, software development, automation, and related services ("Services").

By engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

2. Services Provided

The Company provides:

  • Software development and engineering services
  • AI and automation consulting
  • Systems design and architecture
  • Web development and design
  • Technology strategy consulting
  • Related technical services as agreed upon

Specific deliverables, timelines, and project scope will be detailed in individual project agreements or statements of work ("Project Agreement").

3. Payment Terms

3.1 Fee Structure

Payment terms are specified in each Project Agreement and may include:

  • Full payment upon contract execution
  • Staged payments (typically 50% upon commencement, 50% upon completion)
  • Milestone-based payments as defined in the Project Agreement

3.2 Payment Obligations

  • All fees are quoted in Australian Dollars (AUD) unless otherwise specified
  • Payment is due according to the schedule outlined in the Project Agreement
  • Late payments incur interest at 1.5% per month and may result in work suspension
  • The Company reserves the right to suspend work immediately for overdue invoices

3.3 Non-Refundable

All fees are non-refundable once work has commenced, except in cases where the Company materially breaches these Terms or the Project Agreement.

3.4 Rush and Priority Work

  • Rush delivery (shorter than standard timeline): 50-100% surcharge
  • Weekend or holiday work: 2x standard rate
  • Same-day turnaround: 3x standard rate
  • Emergency requests disrupting scheduled work: minimum 50% surcharge

4. Project Execution and Scope Management

4.1 Client Obligations

The Client agrees to:

  • Provide timely access to necessary information, systems, and resources
  • Respond to requests for feedback or approval within reasonable timeframes
  • Designate authorized representatives for project communication
  • Ensure all provided materials do not infringe on third-party rights

4.2 Scope Changes and Change Orders

  • Minor adjustments within the original project vision may be accommodated at the Company's discretion
  • Substantial changes, feature additions, or project pivots require a written Change Order
  • Major scope revisions incur a Scope Revision Fee of $1,000 plus implementation costs
  • Verbal change requests are not valid until confirmed in writing
  • The Company reserves the right to pause work until Change Orders are approved and paid

4.3 Project Phases and Dependencies

  • Projects proceed in phases as defined in the Project Agreement
  • Each phase must be completed and paid before the next phase begins
  • New projects cannot be inserted into ongoing work without formal agreement and payment
  • Client-caused delays may result in timeline extensions and holding fees

4.4 Completion and Abandonment

  • Project completion is defined by the deliverables in the Project Agreement
  • The Client has 14 days from delivery to report defects or non-conformities
  • If Client becomes unresponsive for 30+ days, the project is deemed complete and fully billable
  • "Paused" or "postponed" projects trigger immediate invoicing for all work performed plus applicable fees

5. Third-Party Platforms and Integrations

5.1 Platform Limitations

The Company is not liable for:

  • Bugs, limitations, or downtime in client-mandated third-party platforms
  • API changes, deprecations, or service discontinuations
  • Performance issues originating from third-party services
  • Compatibility issues with client-specified tools

5.2 Platform Support

  • The Company will make reasonable efforts to resolve third-party platform issues
  • If platform limitations prevent feature implementation despite documented support attempts, the Company may declare the feature technically infeasible
  • Time spent troubleshooting third-party platform issues is billable regardless of outcome
  • The Company may propose alternative platforms if client-mandated platforms prove unworkable

5.3 Ongoing Maintenance

Client acknowledges that:

  • Third-party integrations require ongoing maintenance due to external changes
  • API updates and platform changes are outside the Company's control
  • Such maintenance is not included in initial project scope unless specified
  • The Company is not responsible for functionality changes caused by third-party updates

6. Intellectual Property Rights

6.1 Client Work Product

Upon full payment, the Client owns all custom work product specifically created for their project, including:

  • Custom code developed exclusively for the Client
  • Project-specific documentation
  • Custom designs and interfaces

6.2 Company Intellectual Property

The Company retains ownership of:

  • Pre-existing intellectual property
  • General methodologies, techniques, and know-how
  • Tools, libraries, and frameworks developed independently
  • Any improvements to Company's pre-existing intellectual property

6.3 License Grant

The Company grants the Client a non-exclusive, perpetual license to use any Company-retained intellectual property incorporated into the delivered work product.

6.4 Source Code and Access

Source code and administrative access are transferred only upon full payment of all outstanding invoices.

7. Communication and Professional Conduct

7.1 Communication Protocols

  • Standard business hours for non-emergency communication: 9 AM - 6 PM AEST
  • Response time for non-urgent matters: within 24-48 business hours
  • Emergency support must be pre-arranged and may incur additional fees
  • All project communications should be directed through agreed-upon channels

7.2 Professional Conduct

Both parties agree to maintain professional conduct throughout the engagement. Unreasonable conduct includes but is not limited to:

  • Abusive or disrespectful communication
  • Unreasonable demands or expectations
  • Bad faith changes to project requirements
  • Deliberate obstruction of project progress

8. Termination

8.1 Project Completion

Engagement terminates upon project completion and full payment.

8.2 Termination for Breach

Either party may terminate for material breach after providing 14 days written notice and opportunity to cure.

8.3 Termination for Unreasonable Conduct

The Company may terminate immediately for Client's unreasonable conduct. Upon such termination, all project fees become immediately due and payable in full.

8.4 Termination for Technical Infeasibility

If project requirements prove technically infeasible due to third-party platform constraints or other factors outside the Company's control, the Company may terminate the affected portions without penalty.

8.5 Effect of Termination

Upon termination:

  • Client remains liable for all fees for work performed
  • All project fees become immediately due
  • Each party returns or destroys confidential information
  • Provisions that by their nature should survive, will survive termination

9. Confidentiality

9.1 Mutual Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the engagement, including but not limited to:

  • Technical specifications and methodologies
  • Business strategies and plans
  • Proprietary processes and systems
  • Pricing, fee structures, and financial terms of the engagement
  • Client data and project details

9.2 Non-Disclosure of Financial Terms

The Client agrees not to disclose the Company's pricing, quotes, invoices, or fee structures to any third party without prior written consent. This includes sharing pricing information with competitors or using it for benchmarking purposes with other service providers.

9.3 Duration and Exceptions

This confidentiality obligation survives termination of the agreement for a period of three (3) years, except for information that:

  • Becomes publicly available through no breach of this agreement
  • Was rightfully known prior to disclosure
  • Is independently developed without use of confidential information
  • Must be disclosed by law or valid court order

9.4 Permitted Disclosures

Parties may disclose confidential information to their professional advisors (lawyers, accountants) who are bound by professional confidentiality obligations.

10. Warranties and Disclaimers

10.1 Service Warranty

The Company warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards.

10.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR COMPATIBLE WITH ALL THIRD-PARTY SYSTEMS.

11. Limitation of Liability

11.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT FOR THE SPECIFIC PROJECT GIVING RISE TO THE LIABILITY.

11.2 Consequential Damages

IN NO EVENT SHALL THE COMPANY 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 THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Third-Party Limitations

THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES RESULTING FROM THIRD-PARTY PLATFORMS, SERVICES, OR INTEGRATIONS MANDATED BY THE CLIENT.

12. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising from:

  • The Client's breach of these Terms
  • The Client's use or misuse of the Services or deliverables
  • Violation of any third-party rights
  • Any content or materials provided by the Client
  • Issues arising from Client-mandated third-party platforms or tools

13. General Provisions

13.1 Governing Law

These Terms are governed by the laws of New South Wales, Australia, without regard to conflict of law principles.

13.2 Dispute Resolution

Any disputes arising under these Terms shall be resolved through good faith negotiations. If unresolved, disputes shall be submitted to the exclusive jurisdiction of the courts of New South Wales, Australia.

13.3 Entire Agreement

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

13.4 Amendments

These Terms may only be modified in writing signed by authorized representatives of both parties.

13.5 Severability

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

13.6 Assignment

The Client may not assign these Terms without the Company's prior written consent. The Company may assign its rights and obligations under these Terms.

13.7 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including but not limited to acts of God, natural disasters, pandemic, or third-party service failures.

13.8 Relationship of Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

14. Contact Information

For questions about these Terms, please contact:

ENTROPIC STUDIO PTY LTD
ACN: 690 741 309
Email:
Address: Suite 290, 20-40 Meagher St, Chippendale NSW 2008

By engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.