Terms & Conditions

1. About These Terms

These Terms and Conditions ("Terms") govern the provision of web application development, website design, and related digital services ("Services") by appsilove Pty Ltd ("appsilove", "we", "us", "our") to you ("Client", "you", "your").

By engaging our Services, signing a proposal, or making any payment, you agree to be bound by these Terms. These Terms form a legally binding agreement under the laws of Queensland, Australia.

We reserve the right to update these Terms at any time. Continued engagement of our Services following notification of changes constitutes acceptance of the updated Terms.

2. Services

2.1 Scope of Work

All Services will be scoped in a written proposal or Statement of Work ("SOW") provided to you prior to commencement. The SOW details deliverables, timelines, and pricing. Work outside the agreed SOW is considered out of scope and will be quoted separately.

2.2 Change Requests

Any request to change, add to, or modify the agreed scope of work must be submitted in writing. Change requests are subject to additional fees at our current hourly rate of $120 AUD per hour (inclusive of GST). Work will not commence on change requests until written approval and payment arrangement has been confirmed.

2.3 Client Responsibilities

You agree to:

• Provide all required content, assets, credentials, and information in a timely manner
• Designate a single point of contact for approvals and communications
• Review and respond to draft submissions within 5 business days
• Ensure all content and materials provided to us do not infringe any third-party intellectual property rights
• Provide accurate and complete information - we accept no liability for errors arising from inaccurate information you provide

3. Fees & Payment

3.1 Project Fees

All fees are quoted in Australian Dollars (AUD) and are inclusive of GST unless otherwise stated. Project fees are structured as follows:

• 50% deposit required prior to commencement of work
• 25% payable at agreed midpoint or on delivery of draft
• 25% payable prior to final delivery and launch

Work will not commence until the deposit is received. Final deliverables will not be released until all outstanding fees are paid in full.

3.2 Retainer Fees

Monthly retainer fees are billed in advance on the first business day of each month. Retainer fees cover ongoing hosting, maintenance, support, and agreed updates as specified in your SOW.

3.3 Scoping Session

A mandatory scoping session fee of $300 AUD applies to all new projects. This fee is deducted from your project invoice upon engagement. If you choose not to proceed after the scoping session, the fee is non-refundable.

3.4 Late Payment

Invoices are due within 7 days of issue. Overdue invoices accrue interest at 10% per annum calculated daily. We reserve the right to suspend Services for accounts overdue by more than 14 days without liability to you for any resulting loss or damage.

3.5 GST

All fees are inclusive of Goods and Services Tax (GST) as required under A New Tax System (Goods and Services Tax) Act 1999 (Cth). Tax invoices will be issued for all payments.

4. Minimum Retainer Term

All retainer engagements require a minimum commitment of twelve (12) months from the date of project delivery ("Minimum Term"). This reflects the significant build investment made by appsilove on your behalf.

Following the Minimum Term, retainers continue on a month-to-month basis and may be cancelled with thirty (30) days written notice.

Early termination during the Minimum Term will result in all remaining retainer fees for the balance of the Minimum Term becoming immediately due and payable.

5. Intellectual Property & Ownership

5.1 Your Content

All content, data, logos, images, and materials you provide to us remain your intellectual property at all times.

5.2 Deliverables

Upon receipt of full payment of all outstanding fees, intellectual property rights in the custom deliverables created specifically for you under the SOW vest in you, subject to the platform terms outlined in Section 5.3.

5.3 Platform & Hosting

All applications and websites are built and hosted on a professional cloud infrastructure. Your application and all associated data are transferable to your own account on that platform upon request following completion of the Minimum Term and settlement of all outstanding fees.

Your data is completely yours and fully exportable at any time. If you choose to leave our Services, we will facilitate the transfer of your application and all data so you retain full control of everything we built together.

5.4 appsilove Tools & Methods

We retain all intellectual property rights in our proprietary tools, methods, processes, templates, and know-how used in delivering the Services. These are not transferred to you under any circumstances.

5.5 Portfolio Rights

We reserve the right to display your project in our portfolio and marketing materials unless you request otherwise in writing prior to project commencement.

6. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information shared during the engagement. This obligation continues for two (2) years following termination of the engagement.

Confidentiality does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

7. Warranties & Representations

We warrant that:

• Services will be delivered with reasonable care and skill
• We have the right to provide the Services
• Deliverables will materially conform to the agreed SOW

You warrant that:

• You have the authority to enter into this agreement
• All content and materials you provide are owned by you or you have the right to use them
• Your use of the deliverables will comply with all applicable laws

8. Limitation of Liability

To the maximum extent permitted by Australian Consumer Law:

• Our total liability to you for any claim arising out of or in connection with these Terms or the Services shall not exceed the total fees paid by you in the three (3) months preceding the claim
• We are not liable for any indirect, consequential, special, incidental, or punitive damages including but not limited to loss of revenue, loss of profits, loss of data, or loss of business opportunity
• We are not liable for any loss arising from third-party platform changes, outages, or policy updates
• We are not liable for errors arising from inaccurate or incomplete information provided by you
• We are not liable for any loss arising from your failure to maintain adequate backups of your data

Nothing in these Terms excludes or limits any rights you may have under the Australian Consumer Law that cannot be excluded or limited by agreement.

9. Indemnity

You agree to indemnify, defend, and hold harmless appsilove, its officers, employees, and contractors from and against any claims, damages, losses, costs, and expenses (including legal fees) arising from:

• Your breach of these Terms
• Your use of the deliverables in a manner not contemplated by these Terms
• Any content or materials you provide that infringe third-party intellectual property rights
• Your failure to comply with applicable laws in connection with your use of the Services or deliverables

10. Termination

10.1 Termination by You

You may terminate this agreement by providing thirty (30) days written notice following the Minimum Term. All outstanding fees remain payable upon termination. Termination during the Minimum Term triggers the early termination fee as outlined in Section 4.

10.2 Termination by Us

We may terminate this agreement immediately by written notice if:

• You fail to pay any invoice within 14 days of the due date
• You materially breach these Terms and fail to remedy the breach within 7 days of written notice
• You become insolvent, bankrupt, or enter administration

10.3 Effect of Termination

Upon termination, all licences granted under these Terms cease. We will provide you with an export of your data within 14 business days of termination. Transfer of the application to your own platform account will be facilitated within 30 days, subject to settlement of all outstanding fees.

11. Dispute Resolution

The parties agree to attempt to resolve any dispute in good faith through direct negotiation before commencing formal proceedings.

If the dispute is not resolved within 30 days of written notice, either party may refer the matter to mediation with a mediator agreed by both parties, or appointed by the Queensland Law Society.

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

12. Privacy

We collect and handle personal information in accordance with the Australian Privacy Act 1988 (Cth) and our Privacy Policy available at appsilove.com.au/privacy.

We will not sell or share your personal information with third parties except as required to deliver the Services or as required by law.

13. Force Majeure

Neither party shall be liable for any delay or failure to perform obligations under these Terms due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, pandemic, government action, or third-party platform outages.

14. General

14.1 Entire Agreement

These Terms, together with any SOW or proposal, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements.

14.2 Severability

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

14.3 Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.