Terms of Service

These Terms of Service (Terms) are an agreement between you (Client, you) and Inflect Labs Pty Ltd, ABN 55 651 900 249 (Inflect Labs, we, us).

Registered address: Unit 1506, 1 Chippendale Way, Chippendale NSW 2008, Australia.
Email: hello@inflectlabs.co.

All amounts in these Terms are in Australian dollars (AUD) and are exclusive of GST unless stated otherwise.

We provide professional software development and product design services, which may include product and UX/UI design, web and mobile application development, iOS apps, WordPress sites, Shopify stores, AI integration, automations and related software engineering and consulting work.

Our services are provided to businesses. We do not sell physical goods, and nothing is shipped — all deliverables are supplied digitally.

To request services, contact us at hello@inflectlabs.co or through the contact section of our website with a brief description of your project. We will respond with a written proposal or statement of work (SOW) setting out the scope, deliverables, timeline and fees for your engagement.

A binding engagement is formed only when you accept that proposal or SOW in writing (which includes email). Where a proposal or SOW conflicts with these Terms, the proposal or SOW prevails for that engagement.

Our services are available from A$16,000/month for ongoing engagements, or A$120/hour for hourly work. Both are exclusive of GST, and 10% GST is added to invoices issued to Australian clients.

These are indicative starting prices. Final pricing depends on scope, complexity, timeline and the team required, and is confirmed in your written quote or SOW before work begins. Contact us for an exact quote.

• Monthly engagements are invoiced in advance at the start of each monthly period.
• Hourly work is invoiced monthly in arrears against recorded hours.
• Invoices are payable within 14 days of the invoice date unless your SOW states otherwise.
• Third-party costs (for example hosting, domains, licences, app store fees or paid APIs) are not included in our fees and are either paid directly by you or invoiced at cost.
• We may pause work on overdue invoices after giving you written notice and a reasonable opportunity to pay.

All services and deliverables are delivered digitally — for example through a source code repository, a deployment or hosting environment, a design file handover, or a shared document. Access details are provided as part of your engagement.

• Work begins on the start date agreed in your SOW, usually once the first invoice is paid and we have the access and materials we need from you.
• We deliver work iteratively and share progress throughout the engagement rather than only at the end.
• Timelines and delivery dates in a proposal or SOW are good-faith estimates. They depend on your timely feedback, approvals and provision of content, access and third-party accounts. Where a delay is caused by you or a third party, delivery dates shift accordingly.
• If we cannot meet an agreed date for reasons within our control, we will tell you as soon as practicable and agree a revised date with you.

To deliver on time we need you to:

• provide accurate briefs, content, brand assets and any information we reasonably request;
• give us timely access to accounts, systems and third-party services we need;
• nominate a decision-maker who can give feedback and approvals; and
• ensure you hold the rights to any material you supply to us for use in the engagement.

Either party may request a change to the agreed scope. Changes are only effective once agreed in writing. Where a change materially affects effort, cost or timing, we will confirm the revised fees and delivery dates before proceeding.

Ongoing (monthly) engagements. Either party may cancel by giving 30 days' written notice. The engagement ends at the end of the 30-day notice period, and fees for that period remain payable. We will complete or hand over work in progress during the notice period.

Fixed-scope projects. You may cancel at any time by written notice. You remain liable for all work performed and third-party costs committed up to the date we receive your notice, plus any non-recoverable costs we have reasonably incurred.

Cancellation before work starts. If you cancel in writing before we begin work, you may cancel at no charge and any amounts you have paid for that engagement are refunded in full.

Termination for cause. Either party may terminate immediately by written notice if the other party commits a material breach that is not remedied within 14 days of being notified, becomes insolvent, or ceases to carry on business. We may also terminate if an invoice remains unpaid more than 30 days after its due date.

On termination for any reason we will issue a final invoice for work performed and, once it is paid, hand over the deliverables and access relating to work you have paid for.

Because our services are professional services delivered over time rather than a product you download, refunds work as follows:

• Unstarted work. Amounts paid in advance for work we have not yet started are refunded in full.
• Prepaid periods. If you cancel a monthly engagement, any prepaid amount covering time beyond the end of the notice period is refunded on a pro-rata basis.
• Work already performed. Fees for services already performed and delivered are non-refundable, as are third-party costs already committed on your behalf.
• Defective work. If a deliverable does not materially conform to the agreed scope, tell us within 14 days of delivery and we will correct it at no additional cost. If we cannot correct it within a reasonable time, you may request a refund of the fees paid for that deliverable.

To request a refund, email hello@inflectlabs.co with your invoice details and the reason for the request. We will respond within 5 business days and pay any approved refund within 14 days, to the original payment method where possible.

Nothing in this section limits your rights under the Australian Consumer Law (see section 12).

On full payment of all fees due for an engagement, we assign to you all intellectual property rights in the deliverables created specifically for you under that engagement.

We retain ownership of our pre-existing materials, tools, libraries, frameworks and general know-how (Background IP). Where Background IP is embedded in a deliverable, we grant you a perpetual, worldwide, non-exclusive licence to use it as part of that deliverable. Third-party and open-source components remain subject to their own licences.

Unless you tell us otherwise in writing, we may identify you as a client and show non-confidential work in our portfolio and marketing.

Each party will keep the other's confidential information confidential, use it only for the engagement, and not disclose it except to personnel and contractors who need it and are under equivalent obligations, or where disclosure is required by law. These obligations survive termination.

We warrant that we will perform our services with due care and skill, by suitably qualified personnel, and in accordance with the agreed scope.

Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)). Nothing in these Terms excludes, restricts or modifies those guarantees. Where we are permitted to limit our liability for a breach of a consumer guarantee, our liability is limited to resupplying the services or paying the cost of having them resupplied.

Other than as set out above, and to the extent permitted by law, all implied warranties and conditions are excluded. We do not warrant that software will be uninterrupted or entirely free of errors.

To the extent permitted by law, neither party is liable for indirect or consequential loss, loss of profits, revenue, data, goodwill or anticipated savings.

To the extent permitted by law, our total aggregate liability arising out of or in connection with an engagement is limited to the total fees paid by you to us for that engagement in the 12 months before the event giving rise to the liability.

These limits do not apply to liability that cannot be limited by law, including under the Australian Consumer Law.

We handle personal information in accordance with our Privacy Policy and the Privacy Act 1988 (Cth).

Subcontracting. We may use subcontractors, and remain responsible for their work.

Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, other than an obligation to pay money.

Changes to these Terms. We may update these Terms from time to time. The version published on this page at the time your engagement is accepted applies to that engagement. Material changes to an existing engagement require your agreement.

Governing law. These Terms are governed by the laws of New South Wales, Australia, and each party submits to the non-exclusive jurisdiction of the courts of that state.

Severability. If any provision is held unenforceable, it is severed and the remaining provisions continue in force.

Questions about these Terms, an invoice, a cancellation or a refund? Email hello@inflectlabs.co or write to us at Unit 1506, 1 Chippendale Way, Chippendale NSW 2008, Australia.