Terms & Conditions

Terms & Conditions

1. All sales of goods and provision of services by Kode-1 to the customer are conducted on these standard terms and conditions of sale.

2. "ACL" means the Australian Consumer Law Schedule of the Competition and Consumer Act 2010 (Cth) and it’s associated Regulations as amended;

"Client" or "you" means the person, jointly and severally if more than one, acquiring goods or services from us in the Proposal;

"Consumer" means is as defined in the ACL and in determining if the Customer is a consumer, the determination is made if Client is a consumer under the Contract "Contract" means the Terms and Conditions and Proposal Letter together;

"Proposal" means the Proposal attached or sent with a url link t in the proposal o the Terms and Conditions;

"GST" means the Goods and Services tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) and its associated Regulations as amended;

“Kode-1”, "we" or "us" means “Kode-1 Pty Ltd trading as kode-1 (ABN 42 653 469 544); "party" or "parties" means both the Client and “kode-1”; and "Services" means the scope of the Services specified in the Proposal or as varied in accordance with these Terms and Conditions

3. Payment terms are strictly 14 days from the date of invoice and any payments to be made by the customer to Kode-1 must be made without set-off or any deduction of whatever nature.

4. The customer hereby acknowledges that, should any amount not be paid to Kode-1 pursuant to these terms and conditions, the customer agrees that a service charge of 0.05% per day on overdue balances will be payable by the customer to Kode-1

5. In the event of default by the customer of this agreement requiring Kode-1 to seek legal remedy against the customer Kode-1 may recover legal fees and associated costs resulting from such default on a client solicitor basis.

6. The law that shall apply to the application of these terms and conditions shall be the law in region where sign off of this document is affected.

7. Any person who is a signatory agrees to be jointly and severally liable as a debtor of Kode-1 in the same way that the customer becomes a debtor to Kode-1 and its assigns, for the payment of any amount that becomes due and payable by the customer to Kode-1 .

8. Information and access You must provide us promptly with the following (as may be required for the proper performance of the Services) and we may charge additional fees and expenses if you fail to do so (in addition to any other rights we may have):

(a) all information as may reasonably be required for the proper performance of the Services;

(b) access to files, records and information technology systems, to premises, to third parties where applicable and to people (whether management or staff) with relevant skills and experiences;

(c) all resources that are reasonably necessary to ensure timely approval, development and sign-off of all project plans, specifications, accounts and deliverables; and

(d) You undertake that, if anything occurs after information is provided by you to us, to render such information untrue, unfair or misleading, you will promptly notify us and, if required by us, take all necessary steps to correct any announcement, communication or document issued which contains, refers to or is based upon, such information.

You acknowledge that information made available by you, or by others on your behalf, to, or which is otherwise known by, directors or staff of Kode-1 , (or their related entities) who are not engaged in the provision of the Services, will not be deemed to have been made available to the individuals within Kode-1 (or other members of Kode-1 or their related entities) who are engaged in the provision of the services.

9. The terms and conditions contained herein constitute the entire agreement between the parties and no amendment or variation shall be of any force and effect unless in writing and signed by both Kode-1 and the customer. No representations have been made by or on behalf of Kode-1 which have induced the customer to enter into this Agreement.

10. No relaxation or indulgence granted by Kode-1 to the customer shall be deemed as a waiver of any right of Kode-1 in terms of this agreement and such relaxation or indulgence shall not be deemed a novation of any terms and conditions of this agreement.

11. Although all recommendations are made in good faith on the basis of the best information available to Kode-1, no responsibility is accepted for such recommendations. The customer must rely on its own enquiries in making any decision affecting its own interest.

12. These terms and conditions supersede and exclude all prior and other discussions, representations (contractual or otherwise) and arrangements relating to the supply of the products and/or services or any part thereof including, but without limiting the generality of the foregoing, those relating to the performance of the products and/or services.

13. Subject to clause 11 Kode-1 shall not be responsible in tort or in contract for any loss or damage howsoever caused to the property or person of the customer or any third party as a result of any defect in the product and/or services whether patent or latent or as a result of any fault, negligence, wrongful act or omission of Kode-1 or any of its employees, contractors and agents, and the customer indemnifies Kode-1 against any claims made against it by any third party for losses, costs (including legal costs on an indemnity basis), damages and expenses (whether direct, indirect, incidental or consequential) of any kind arising out of any such defects or fault, negligence, wrongful act or omission.

14. Subject to clause 13 Kode-1 shall not be liable for default or failure in performance of its obligations pursuant to this agreement resulting directly or indirectly from acts of God, civil or military authority, acts of public enemy, war, accidents, fires, explosions, earthquakes, floods, the elements, strikes, labour disputes, shortage of suitable parts, components, materials including ink, chemicals and paper, labour or transportation or any other cause beyond the reasonable control of Kode-1.

15. Where Kode-1 renders services to the customer pursuant to either a Project Agreement and/or Technical Services Agreement it is agreed between Kode-1 and the customer, that Kode-1 shall retain all right, title and interest to intellectual property rights which arise from the provision of such services including but not exhaustively software development and application development.

16. If any Goods and Services Tax (GST) becomes chargeable with respect to the payment by the customer of any amount or amounts under this Agreement, the customer must pay the GST or reimburse Kode-1 for any GST tax paid or payable by Kode-1 with respect to any amounts payable by the customer under these terms and conditions.

17. Conflicts and disclosure of other client interests Where we become aware that your interests are in conflict with one or more of our other clients' interests, or there is potential for conflict, we will discuss with you and those client’s arrangements and practices to protect each client's interests. If such a situation arises, despite our best efforts, and cannot be satisfactorily addressed, we may terminate the Contract immediately upon notice to you. We will not be liable for any loss or damage suffered by you as a result of such termination.

18. In this paragraph 19, "Confidential Information" means all information which either party receives or produces in connection with the Services and includes our working papers but does not include any information which:

(a) is or becomes generally available to the public other than as a result of a breach of this paragraph;

(b) is known to either party prior to the commencement of the Services; or

(c) is received from a third party who owes no obligation of confidence in respect of the information. Neither the Client nor Kode-1 may disclose Confidential Information about or belonging to the other without the other's consent unless otherwise required by law.

Notwithstanding the above, Kode-1 may disclose Confidential Information:

(a) if required for the proper performance of the Services

(b) if required to do so by rule or regulation applicable to Kode-1 or by any person or body responsible for regulating our business;

(d) to our advisors and insurers

Further, by entering into the Contract, you authorise us to publicise that we have acted for you and to cite the performance of the Services as an indication of our experience. You may withdraw this authorisation by written notice to us and we will use our reasonable endeavours to cease such use that is within our control.

19. Intellectual property Unless otherwise specified in the Proposal, we own the copyright and all other intellectual property rights in everything we create in the course of providing the Services or in connection with the Contract.