Terms & Conditions

1. About these terms

These Terms & Conditions (the Terms) govern the provision of services by Oxbit Digital Pty Ltd (ABN 88 698 334 468) (Oxbit, we, us) to a client (you, the Client). They apply to every proposal, quote, statement of work and engagement between us unless we both agree otherwise in writing.

By accepting a proposal or quote from Oxbit — whether by signature, written confirmation (including email), or by instructing us to begin work, you agree to these Terms. Where these Terms conflict with a signed proposal or statement of work, the signed document prevails for that engagement.

2. Definitions

Proposal — the document (however titled: proposal, quote, or statement of work) describing the services, scope, options, price and timeline for a particular engagement.
Services — the work described in the accepted Proposal.
Deliverables — the software, code, designs, documentation and other materials Oxbit creates and provides to you under an engagement.
Specification — the description of what the Deliverables are required to do, as set out in or agreed under the accepted Proposal.
Acceptance — the Client's acceptance of the Deliverables, determined under clause 6.
Fees — the amounts payable for the Services as set out in the Proposal.

3. Services and proposals

Oxbit provides software development and related digital services. The specific Services for each engagement are those described in the accepted Proposal, and only those. Work is agreed in writing before it begins.

Quotes are valid for 30 days from their date unless stated otherwise, and are based on the information and requirements available at the time. If requirements change, the Fees and timeline may change under clause 5.

4. Assumptions, dependencies and client responsibilities

Every Proposal is prepared on the basis of stated assumptions and dependencies — the conditions we have relied on to scope, price and build the work. These typically include the versions of third-party systems, APIs, platforms and services the Deliverables integrate with, and the environment in which they are intended to run.

You agree to:

provide content, access, credentials, information and feedback in a timely way;
review and respond to requests for approval or sign-off promptly;
ensure you have the rights to any material you supply to us; and
keep the third-party systems and services the Deliverables depend on available and unchanged in the respects we have relied on.

Delays in meeting these responsibilities may affect timelines and Fees. Where a change to a third-party system, platform or API that we have relied on causes the Deliverables to stop working as specified, resolving that is new work under clause 5, not a defect under clause 7.

5. Variations and changes in scope

Any work outside the agreed Specification is a variation. Variations must be agreed in writing before the changed work begins. A short written confirmation by email is enough. Each variation will set out the change in scope, any change to the Fees, and any change to the timeline.

We are not obliged to carry out variation work until it has been agreed in writing, and any additional Fees for agreed variations are payable in the same way as the original Fees.

6. Completion and acceptance

When we consider an engagement (or an agreed milestone) complete, we will notify you and make the relevant Deliverables available for review. Acceptance then works as follows:

Review window. You have ten (10) business days from that notification to review the Deliverables against the Specification and notify us in writing of any respect in which they do not conform.
Deemed acceptance. If you do not give written notice of a non-conformance within the review window, the Deliverables are deemed accepted.
Acceptance on use or payment. The Deliverables are also accepted if you put them into live or production use, or on payment of the invoice for the relevant Services, whichever occurs first.

Acceptance fixes the date from which the warranty period in clause 7 runs, and defines the accepted state of the Deliverables against which any later claim of a defect is assessed.

7. Warranty and defects

We warrant that, for a period of sixty (60) days from Acceptance (the Warranty Period), the Deliverables will materially conform to the agreed Specification. If you notify us in writing within the Warranty Period of a defect (a failure of the Deliverables to materially conform to the Specification as at the date of Acceptance) we will remedy that defect at no additional charge, as your sole remedy for the defect.

The warranty does not cover, and the following are chargeable as new work rather than defects:

changes to, or unavailability of, third-party systems, APIs, platforms, hosting, browsers or services the Deliverables depend on;
modifications to the Deliverables made by you or anyone other than Oxbit;
use of the Deliverables otherwise than as intended, or outside the stated assumptions and dependencies;
new or changed requirements, or anything outside the agreed Specification; and
issues arising from content, data or materials you supplied.

After the Warranty Period, we are happy to provide ongoing support, maintenance or fixes as new work under a separate Proposal or on our standard hourly rate.

8. Fees and payment

Fees are as set out in the accepted Proposal. Unless the Proposal says otherwise, a deposit may be payable before work begins, with the balance payable on the milestones or completion described in the Proposal.

Invoices are payable within fourteen (14) days of the invoice date, without set-off, deduction or withholding except where required by law.
We may pause work on an engagement while an undisputed invoice remains overdue, after giving you written notice.
If any amount is not paid by its due date, interest accrues on the overdue amount, calculated daily, at 2% per annum above the rate fixed from time to time under the Penalty Interest Rates Act 1983 (Vic).
You must reimburse us for reasonable costs of recovering overdue amounts, including debt collection and legal costs.
Fees are exclusive of GST. GST will be added where applicable. (Oxbit will issue a tax invoice if and when it is registered for GST.)
All amounts are in Australian dollars.

9. Intellectual property

Ownership on payment. On full payment of all Fees for an engagement, ownership of the intellectual property rights in the Deliverables created specifically for you under that engagement transfers to you. Until full payment, all intellectual property in the Deliverables remains with Oxbit.
Our tools and background IP. We retain ownership of our pre-existing materials, know-how, tools, libraries, frameworks and reusable components. Where any of these are incorporated into the Deliverables, we grant you a non-exclusive, perpetual licence to use them as part of the Deliverables.
Third-party and open-source components. The Deliverables may include third-party or open-source components licensed under their own terms, which continue to apply to those components.
Portfolio. Unless we agree otherwise in writing, we may describe and display the work in our portfolio and marketing.

10. Confidentiality

Each party will keep the other's confidential information confidential and use it only for the purposes of the engagement. This does not apply to information that is public through no fault of the receiving party, or that must be disclosed by law.

11. Limitation of liability

Liability cap. To the maximum extent permitted by law, Oxbit's total aggregate liability to you arising out of or in connection with an engagement — whether in contract, tort (including negligence), under statute or otherwise — is limited to the greater of (a) the total Fees paid by you to Oxbit for that engagement, and (b) the amount (if any) actually recoverable by Oxbit under its professional indemnity insurance in respect of the relevant claim.
Excluded loss. To the maximum extent permitted by law, Oxbit is not liable for any loss of profit, loss of revenue, loss of business or opportunity, loss or corruption of data, or any indirect, consequential, special or economic loss, however arising.
Matters outside our control. We are not liable for issues caused by third-party systems, platforms, hosting or services, by content or materials you supply, or by modifications made by you or others after Acceptance.

12. Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you may have under the Australian Consumer Law or other law that cannot lawfully be excluded. Where our liability for a failure to comply with such a guarantee cannot be excluded but can be limited, our liability is limited, at our option, to re-supplying the Services or paying the cost of having them re-supplied.

13. Third-party services

The Services may rely on third-party tools, platforms and providers (for example hosting, APIs, payment processors and analytics). We are not responsible for the availability, changes, pricing or acts of those third parties, and their own terms apply to their services.

14. Term and termination

Either party may terminate an engagement by written notice if the other party materially breaches these Terms or the Proposal and does not remedy the breach within fourteen (14) days of written notice.
Either party may terminate immediately if the other becomes insolvent or bankrupt.
On termination, you must pay for all Services performed and Deliverables provided up to the date of termination, including work in progress.
Termination does not affect any rights or obligations accrued before termination. Any provision that by its nature is intended to survive — including those relating to Fees, intellectual property, confidentiality, indemnities, limitation of liability and governing law — survives and continues in full force.

15. Dispute resolution

The parties must attempt to resolve any dispute arising out of or in connection with these Terms or an engagement in good faith before commencing legal proceedings, except where urgent injunctive relief is required.

16. Notices

Any notice must be in writing and may be given by email to the recipient's last notified email address, or by post to their principal place of business or last notified address. A notice sent by email is taken to be received when sent (unless a delivery-failure message is received); a notice sent by post is taken to be received three business days after posting.

17. Events beyond reasonable control

Neither party is liable for any delay or failure to perform its obligations to the extent caused by events beyond its reasonable control.

18. Relationship of the parties

Oxbit provides the Services as an independent contractor and you acquire them as a customer. Nothing in these Terms creates any employment, partnership, joint venture, fiduciary or agency relationship between the parties.

19. General

These Terms, together with the accepted Proposal, form the entire agreement between us for an engagement and supersede all prior negotiations, representations and understandings. You acknowledge you have not relied on any representation not set out in these Terms or the Proposal.
Neither party may assign, novate or subcontract an engagement without the other's written consent, not to be unreasonably withheld.
No failure, delay or indulgence by a party in exercising a right operates as a waiver of that right, and a waiver is only effective if in writing.
If any provision is invalid or unenforceable, it is severed to the extent necessary and the remaining provisions continue in full force.
No provision of these Terms is to be interpreted against a party merely because that party drafted it.
We may update these Terms from time to time; the version that applies to an engagement is the one in force when you accept the relevant Proposal.
These Terms are governed by the laws of Victoria, Australia, and the parties submit to the exclusive jurisdiction of the courts of that State.

20. Contact

Questions about these Terms can be directed to:

Oxbit Digital Pty Ltd
ABN 88 698 334 468
Geelong, Victoria, Australia
Email: shane@oxbitdigital.com
Website: www.oxbitdigital.com