1. Definitions

In this Agreement:

• Agreement means these terms together with any Quote or Service.

• Approved Budget means the budget set out in the Quote, as modified in accordance with this Agreement from time to time.
• Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

• Consequential Loss means:

  • any loss of income, profit or business;

  • any loss of goodwill or reputation; and

  • any pure economic loss and any increased operating costs,
    suffered or incurred by any person whether arising in contract, tort (including negligence) or otherwise or under any statute.

• Deliverables means any outputs described in the Quote.

• IP means all intellectual property rights, including copyright, source code, designs, documentation, workflows, automations, and systems.

• Quote means a written or verbal quote accepted by both parties.

• Parties means the parties to this Agreement.

• Rate means the hourly or fixed rate specified in the Quote, or otherwise our current hourly rate.

• Services means the services described in the Quote, or requested from the client.

• Term means the term of this Agreement.

2. Parties

This Agreement is between:

Collaborative Solutions and Design Pty Ltd ACN 616 278 007 trading as Anthony Lorkin
of 2/82 Slatyer Ave, Bundall QLD 4217
(we, us, our)

and

The client identified in the Quote
(you, your, Client)

3. Interpretation

This Agreement is governed by the laws of Queensland and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of that State.

In the interpretation of this Agreement:

• Parties must perform their obligations on the dates and times fixed by reference to the capital city of Queensland.

• Reference to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia.

• If the day on or by which anything is to be done is a Saturday, Sunday or public holiday, then it must be done on the next business day, unless otherwise agreed.

• References to a party are intended to bind their executors, administrators and permitted transferees.

4. Client Responsibilities

You must:

• Provide timely, accurate, and complete information required to perform the Services

• Ensure systems, credentials, access, and approvals are available when required

• Review Deliverables at handover and confirm functionality meets requirements

Delays or defects caused by incomplete, inaccurate, or late information are your responsibility.

5. Nature of Services

5.1 Services are provided on a freelance and independent contractor basis.
5.2 Services may be performed remotely or onsite, as agreed.
5.3 We may subcontract or engage personnel to deliver the Services.

Nothing in this Agreement creates an employment, partnership, or agency relationship.

6. Intellectual Property and Moral Rights

• We are the exclusive owner of all intellectual property in works developed in the course of providing Services.

• We will assign intellectual property rights to you on completion of this Agreement, subject to you complying with obligations under this Agreement.

• We may reproduce intellectual property for marketing purposes.

• Moral rights will be waived where possible.

• These provisions survive termination.

• You agree to follow the underlying IP rules of any integrated software which may be integrated into the product such as third party software licenses, or open source software licenses.

7. Confidentiality

Both Parties agree to keep confidential any information relating to the business, processes, or affairs of the other, except where disclosure is required by law or where mutually beneficial, such as connecting the client with prospective client about a service that is being developed. This clause survives termination.

8. Electronic Communication

The Parties will communicate electronically. You acknowledge risks associated with email and data devices (e.g. interception, delays, viruses). You release us from liability arising from such risks.

9. Scope Changes

Any change to scope, functionality, timeline, or Deliverables:

• Must be agreed in writing

• May result in revised fees, timelines, or both

• May be billed at the applicable hourly Rate if not quoted

10. Expenses

Third-party costs (software licences, hosting, APIs, tools, services) are payable by you unless expressly included in the Quote.

11. Recovery of Outstanding Amounts

If an invoice remains unpaid after the due date, we may take reasonable steps to recover the outstanding amount. The Client agrees to pay any reasonable costs incurred by us in recovering overdue amounts, including debt collection or legal costs. Interest may also be charged on overdue invoices until payment is received.

12. Website Security

• We will endeavour to protect Services and Products from misuse, damage or unauthorised use.

• Upon completion, you will be given access information and are responsible for use and management.

• The Client indemnify us for any misuse or damage after completion.

• The Client is responsible for maintaining the security of system credentials and access permissions.

13. Termination

Either Party may terminate this Agreement at any time by providing written notice to the other Party.

Either Party may also terminate this Agreement immediately if the other Party:

• commits a material breach of this Agreement and fails to remedy that breach within a reasonable period after receiving notice;

• becomes insolvent, enters liquidation, administration, or a similar arrangement with creditors; or

• is unable to perform its obligations under this Agreement due to events beyond its reasonable control for an extended period.

Upon termination:

• all Services performed up to the date of termination must be paid for by the Client;

• any outstanding invoices become immediately due and payable;

• any intellectual property created remains our property until all amounts owed under this Agreement are paid in full;

• each Party must return or destroy any confidential information belonging to the other Party if requested.

Termination does not affect any rights or obligations that accrued before termination.

The provisions relating to intellectual property, confidentiality, limitation of liability, dispute resolution, and any other provisions intended to survive termination will continue to apply after this Agreement ends.

14. No Disparagement

Parties must not disparage each other publicly. Negative reviews should first be raised directly in good faith.

This clause survives termination.

15. Retention of Title

All materials remain our property until the project is completed and all fees are paid. We may provide watermarked or locked copies until invoices are settled.

16. Dispute Resolution

• Negotiation: Parties will first attempt informal negotiation.

• Termination: If unresolved after 14 days, the Agreement will automatically terminate.

• Mediation: If required, disputes will be mediated under Queensland Law Society rules.

• Proceedings: If mediation fails, either party may commence proceedings.

• Costs are shared equally.

• This clause survives termination.

17. Warranty & Acceptance

17.1 Services and Deliverables are provided “as is” at handover.
17.2 You must test and approve Deliverables at handover.
17.3 Unless otherwise specified, we provide a 3-month warranty limited to:

• Defects existing at launch

• Minor errors such as typos or configuration mistakes

17.4 The warranty does not cover:

• New features or changes

• Third-party services

• Data loss

• System updates or external changes

• Ongoing maintenance

You acknowledge that no software solution is error-free.

18. Maintenance & Ongoing Responsibility

Unless expressly agreed:

• We do not provide ongoing support or monitoring

• You are responsible for backups, updates, security, and maintenance

• We are not liable for failures occurring after handover

19. Third-Party Platforms & APIs

Solutions may rely on third-party platforms, APIs, services, or software providers.

These may include (but are not limited to):

• cloud platforms

• automation platforms

• CRM systems

• payment gateways

• AI services

• external APIs

We do not control these services and make no guarantees regarding:

• availability

• reliability

• pricing changes

• functionality changes

• API changes

• service outages

We are not liable for failures caused by third-party services.

20. AI Systems & Generated Output

Where solutions incorporate artificial intelligence or machine learning tools, the Client acknowledges:

• AI generated outputs may be incorrect, incomplete, or unpredictable

• AI systems may produce inaccurate information or unintended results

• AI should not be relied upon without human review

The Client is responsible for verifying outputs before relying on them for operational, legal, financial, or business decisions.

21. Events Beyond Control

Neither party will be liable for failures caused by events beyond their control (e.g. natural disasters, strikes, government actions).

22. Limitation of Liability

To the maximum extent permitted by law, we exclude all liability for Consequential Loss.

Our total liability arising out of or in connection with this Agreement is limited to the total fees paid by the Client for the Services in the twelve (12) months preceding the claim.

We are not responsible for loss, corruption, or modification of data arising from use of Deliverables.

Nothing in this Agreement excludes rights under the Australian Consumer Law.

23. Mission-Critical Systems

Unless expressly agreed in writing, Deliverables are not designed for mission-critical or safety-critical operations.

The Client must not rely on the Deliverables for:

• life-critical systems

• emergency response systems

• medical systems

• financial trading systems

• any system where failure may result in significant damage or loss

24. Testing

The Client must thoroughly test Deliverables before relying on them in operational environments.

By approving or using a Deliverable in production, the Client acknowledges that the Deliverable meets their requirements.

25. Client Operational Responsibility

The Client remains responsible for:

• business decisions made using automated systems

• monitoring automation behaviour

• reviewing automated outputs

• ensuring compliance with applicable laws and regulations

26. Variation

Scope, budgets, fees and deliverables may only be varied by agreement between the Parties.