Terms & Conditions

Last updated May 2026

These General Terms are between Devika Opsco Pty Ltd (Devika, we, us, our) and the Customer (you, your) that has executed a Proposal or Custom Collaboration Form that incorporates these General Terms by reference. The parties will enter into a Proposal or Custom Collaboration Form, which will set out: (a) the Deliverables to be provided; (b) a roadmap; (c) any acceptance criteria and testing processes in respect of such Deliverables; and (d) the charges payable in respect of such Deliverables. You agree that the Schedules that are attached to these General Terms (if any) are incorporated into these General Terms.

  1. We agree to sell and provide the Deliverables to you and you agree to purchase and accept the Deliverables from us, in accordance with the Agreement.
  2. Unless otherwise agreed in writing by us, the Agreement comprises of these General Terms, a Proposal or Custom Collaboration Form (if any, including any variations thereto), any Schedules, Additional Terms and our documents.
  3. If there is any inconsistency between the provisions of these General Terms, the Proposal or Custom Collaboration Form, Schedules, Additional Terms and our documents, the inconsistency will be resolved by applying the provisions of the Custom Collaboration Form, the Proposal, these General Terms, Schedules, followed by the Additional Terms, any of our documents, to the extent of the inconsistency.
  4. Unless we agree in writing to the contrary, no Customer Provisions form part of the Agreement. If we agree in writing that some or all of the Customer Provisions are to form part of the Agreement, then in the event there is any inconsistency between the Customer Provisions and the other provisions of the Agreement, the provisions of the Agreement will prevail to the extent of the inconsistency.
  5. You can accept this Agreement by the earlier of (Effective Date):
    1. signing and returning this Agreement to us;
    2. confirming by email that you accept this Agreement;
    3. confirming that you accept this Agreement via the platforms or applications through which we provide this Agreement to you, including our website;
    4. instructing us in writing to proceed with the provision of the Services; or
    5. making part or full payment of the fees set out in the Proposal or Custom Collaboration Form including expenses, if any.
  6. Unless otherwise specified in a Proposal, each Proposal we issue is valid for 30 days from the date of issue, after which it lapses unless accepted by you or extended by us in writing.
  1. All charges are due and payable in accordance with the payment terms specified in the Proposal, Custom Collaboration Form, or our online platform. Where charges are payable in advance, Services will not commence or continue until the applicable payment is received. Where charges are invoiced, payment is due within 7 days of the date of invoice. All charges are not refundable.
  2. Our Devika Rate Card will be specified in the Proposal, Custom Collaboration Form, or our online platform and may be updated from time to time. Any changes to the Devika Rate Card will be notified to you at least 30 days in advance.
  3. Overdue payments will attract interest at the rate specified in the invoice or if no rate specified, at an annual rate of 3% above the prevailing base lending rate provided by our principal banker.
  4. Unless otherwise agreed in writing by us, payment for Deliverables is due prior to delivery of the Products and/or the performance of the Services.
  5. Recurring Services charges including maintenance and support services are payable in accordance with the billing cycle specified in the Proposal, Custom Collaboration Form or our online platform.
  6. If you fail to make a payment in accordance with this Agreement, we may, in our sole discretion refuse further supply under the Agreement and/or terminate the Agreement without notice.
  7. If you believe in good faith that we have incorrectly invoiced you, you must contact us in writing within 14 days of the invoice date specifying the error or request for clarification of the invoice, failing which the invoice shall be deemed to be correct and shall be due for payment in full forthwith. Where charges have been paid in advance, any dispute regarding the Services provided against those charges must be notified to us in writing within 14 days of delivery of the relevant Deliverable.
  8. All charges are exclusive of taxes, duties, fees or other government levies or charges, including without limitation any GST, stamp duty or otherwise, which may be imposed on or in respect of Deliverables provided under this Agreement. Such taxes, duties, fees or other government charges shall to the extent permissible by law be paid by you to us.
  1. Unless otherwise specified in a Proposal, Services will be provided on a time and materials (T&M) basis. These charges will be invoiced on a fortnightly basis, in accordance with a Work Order.
  2. T&M Services are provided on the following terms:
    1. Our standard working hours are Monday to Friday (excluding public holidays), 9.00am to 5.00pm AEDT.
    2. Work outside our standard working hours can be mutually agreed between us. Out of hours is billed at 1.5 times the standard rate.
    3. Where a day rate applies, it means work performed for more than six (6) hours within standard working hours.
    4. Travel costs including airfares, taxi, motor vehicle and accommodation are charged out at cost plus a 15% administration fee.
    5. We require 10 business days’ notice to provide additional resources (although best efforts will be made for more urgent requests) and 20 business days’ notice to reduce the level of resources.
    6. At least 2 business days’ notice is required to schedule out of hours work.
    7. There is a minimum 4 hours engagement (including any travel time).
    8. There is a minimum 2 hours engagement for remote consultancy.
  3. Where T&M Services are subject to advance payment, the pre-paid amount will be drawn down against actual time and materials incurred. We will provide you with regular reporting on usage against the pre-paid balance via our online platform or by other agreed means. Any unused balance at the end of the applicable billing period will be carried forward as credit unless otherwise specified in the Proposal or Custom Collaboration Form, and is subject to the expiry, notice and forfeiture provisions in clause 3.4.
  4. Where you make a prepayment for Services, the prepaid amount will be held as a credit on your account and drawn down against invoiced charges as they fall due. Unless otherwise agreed in writing, prepaid credits expire 18 months from the date of payment. We will notify you by email or via our online platform at least 60 days before a prepaid credit is due to expire. During that notice period, you may request that the credit be applied to current or upcoming Services, or request a credit note for the unused balance to be applied against future invoices within 12 months. Any prepaid credit remaining unused after the expiry date is forfeited and is not refundable.
  1. If any Products supplied under the Agreement is hardware, we will deliver it to your address set out in the Proposal or Custom Collaboration Form.
  2. We do not accept returns for change of mind or other circumstances.
  3. Delivery times or any estimate to deliver Products or provide Services that are advised to you or stated in the Agreement are estimates only and we will not be liable under any circumstances for any loss, damage or delay suffered or incurred by you in respect of any delay in delivering or failure to deliver any Products or Services when due or estimated.
  1. Where any software is supplied under the Agreement (whether our software or Third Party Software), the software is provided subject to any applicable licence agreement or licensing laws. The licensing of any Third Party Software not specifically listed in the Proposal or Custom Collaboration Form is out of scope and must be requested as an Additional Service.
  2. You must (and must ensure your Authorised Users) use the software in accordance with any applicable licence agreement and licensing laws, and comply with our instructions and directions in relation to the use of any software. If required by us, you will execute a separate licence agreement.
  3. If you (or your Authorised Users) breach the terms of any applicable licence agreement or licensing laws, or fail to comply with our instructions and directions in relation to the use of any software, this will be deemed a material breach of this Agreement and you will be liable for any damages or loss we incur as a result.
  4. You acknowledge that the Services may include Third Party Inputs that interface or interoperate with the Services, including third party software, hardware or services, and that the provision of the Services may be contingent on, limited by, or impacted by such Third Party Inputs. You must comply with our instructions and directions in relation to the use of any Third Party Inputs, and with any terms and conditions we provide for their use, and you are liable for any damages or loss we incur as a result of any non-compliance.
  1. You agree to:
    1. comply with this Agreement, our reasonable requests or requirements, and all applicable laws;
    2. provide all assistance, information, documentation, access, facilities, authorities, consents, licenses and permissions reasonably necessary to enable us to comply with our obligations under this Agreement or at law, including access to your premises if necessary;
    3. provide and maintain any items to be supplied by you at the times and in accordance with the requirements stated in the Proposal or Custom Collaboration Form, including enforcement of any agreement with a third party under which products or services (including but not limited to license, support and maintenance agreements) of that third party are being provided to us; and
    4. be responsible for complying with any applicable industry codes or standards.
  2. If the provision of the Services depends on you carrying out your obligation under clause 6.1(b) and you breach your obligation under clause 6.1(b), we will be entitled to an extension of time in respect of any deadline or milestone to the extent of the delay caused by you.
  3. You must not, and must ensure that your Personnel and users do not, use the Deliverables or Services:
    1. for any illegal, fraudulent or defamatory purposes;
    2. to engage in the bulk transmission of unsolicited electronic mail;
    3. to send or cause to be sent any computer worms, viruses or other similar programs;
    4. to make unauthorised access to any other computer accessible via the internet or network;
    5. to send any harassing, obscene, indecent, offensive or threatening electronic communication;
    6. in any way that damages, interferes with or interrupts the supply of the Services; or
    7. to reproduce, distribute, transmit, publish, copy or exploit any material that constitutes an infringement or breach of any Intellectual Property right, privacy right or right of confidentiality of any person.
  1. You must nominate a person within your organisation (the Product Champion) who will be our primary point of contact in relation to Authorised Users and user access management. The Product Champion is responsible for notifying us of the list of Authorised Users, any changes to that list, and for submitting requests under this clause.
  2. Your access to and use of some parts of the Services must be in accordance with the number of Authorised Users (where applicable) set out in the Proposal or Custom Collaboration Form.
  3. You may, at any time, request an increase in the number of Authorised Users by submitting this request via your Product Champion. To the extent possible, we will implement the increase subject to you agreeing to any additional fees, which will form part of the Fees. If we are unable to implement the increase, we will notify you of the reason for our refusal.
  1. You must provide the Data requested by us in order for us to provide the Services.
  2. You grant to us a non-exclusive, worldwide, royalty-free license to use, copy, transmit, store and back-up or otherwise access the Data during the Term: (a) to the extent necessary to perform our obligations (including, but not limited to, developing, modifying, improving, supporting, customising, and operating the Deliverables); or (b) where required or authorised by law.
  3. You represent and warrant that any and all Data supplied by you or otherwise accessed by us through the provision of the Services is your sole and exclusive property or you have secured any and all authorisations and rights to use the Data as applicable.
  4. You indemnify and release us from and against any Liability suffered or incurred by us arising from or in connection with your breach of this clause 8, including any failure to provide accurate and complete information, documentation or assistance.
  5. You acknowledge and agree that we are not responsible for the integrity or existence of any Data on your System, network or any device controlled by you, your personnel, or your clients.
  6. We will: (a) only use the Data for the purpose of providing the Deliverables to you; and (b) ensure that appropriate technical and organisational measures are taken to avoid unauthorised access and against loss or destruction of the Data.
  7. You represent and warrant that:
    1. you are responsible for the collection, use, disclosure, storage and other dealings with Data in connection with this Agreement;
    2. you ensure at all times the accuracy, reliability, completeness and integrity of the Data, and that the collection and use of the Data is compliant with all Laws, including all Privacy Laws;
    3. you have provided all required notices and obtained all necessary rights, releases and permissions for our handling of the Data as authorised by you, including collection by us, disclosure to us and our onward disclosure to Third Party Inputs;
    4. in relation to any Sensitive Information, you have obtained consent from the individual to whom the Sensitive Information relates for our collection and onward disclosure; and
    5. our handling of Data as authorised by you will not cause us to breach any Laws (including Privacy Laws and those relating to export control and electronic communications) or rights of any third party, and is not inconsistent with any applicable privacy policies or notices. You are solely responsible for complying with any notification obligations you may have under the notifiable data breaches scheme in Part IIIC of the Privacy Act 1988 (Cth) or any similar data breach notification scheme applicable to you.
  1. If agreed and as described in a Proposal or Custom Collaboration Form, we will host your Data (or part thereof) on our server or on a third party server (Hosting). Where we provide Hosting, we reserve the right to perform maintenance and upgrades from time to time. We will use commercially reasonable endeavours to (i) provide you with reasonable notice by email of any scheduled maintenance or upgrading that will result in an outage of more than 8 hours, or (ii) notify you as soon as practicable after becoming aware of the need for unscheduled maintenance that will result in an outage of more than 8 hours.
  2. In the event of a Hosting failure, we will use commercially reasonable endeavours to restore your affected Data. You acknowledge that Data may not be recoverable or retained Data may be out of date. To the full extent permitted by law, this clause sets out our entire obligation with respect to disaster recovery and loss of Data in connection with Hosting.
  3. We do not provide back-up services as standard. If you require back-up of your Data, the scope and frequency must be specified in the Proposal or Custom Collaboration Form and will be provided as an Additional Service.
  1. You may inspect and test any Deliverables upon delivery to you upon completion of each Work Order, if applicable.
  2. In relation to any Deliverable that you believe is defective or does not comply with the Agreement, you must within five (5) business days of delivery upon completion of each Work Order give written notification to us setting out how the item is defective or does not comply with the Agreement.
  3. If you do not comply with this clause, to the extent permitted by any Relevant Legislation, the relevant Deliverable will be deemed accepted by you.
  1. Risk of loss or damage to the Products will pass to you upon delivery of the Products or when you take custody or control of the Products.
  2. Title in hardware will not pass to you until the purchase price and any other charges payable under the Agreement are fully paid by you.
  3. Title to any software remains with us or the applicable third party licensor(s) at all times.
  1. Subject to clause 12.2, you may request a variation or change to the Services, including the timing for the provision of the Services, by completing a Variation Request Form and providing it to us, with details of the variation or change (Variation Request).
  2. We will not be obliged to comply with a Variation Request unless we accept the Variation Request, including any variation to the estimated cost or scope of work, to effect the Variation Request.
  3. If we consider that any instruction or direction from you constitutes a variation, then we will not be obliged to comply with such instruction or direction unless a Variation Request has been issued in accordance with clause 12.1.
  4. Where the Services are varied or changed, or the costs of providing the Services increases, due to an event or circumstance beyond our reasonable control, you agree to pay us our reasonable additional costs and expenses that we may suffer or incur due to such variations.
  5. We require a minimum of 8 weeks’ notice to schedule any agreed Variation Request.
  1. To the maximum extent permitted by law and except for the express warranties in this Agreement, we provide the Deliverables on an “as-is” basis. We disclaim and make no other representation, promise, assurance, undertaking or warranty of any kind, express, implied or statutory, including representations, guarantees, conditions or warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, or accuracy.
  2. Warranties in relation to Products and software are those provided by the manufacturer or licensor, and we will notify you of any applicable manufacturer warranty.
  3. We warrant that all Services provided by us will be provided with due care and skill. We will resolve faults discovered during the warranty period. A fault is defined as non-compliance to the documented requirements with reference to what has been included in the scope of work. Warranty expires 5 business days from date of delivery. To the extent permitted by law, your sole and exclusive remedy for breach of this warranty and our sole liability under or in connection with this warranty will be re-performance of the relevant Services.
  4. Despite anything to the contrary, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:
    1. your or your personnel’s acts or omissions, including any instructions provided or that have failed to be provided to us by you or your personnel;
    2. any use or application of the Services by a person or entity other than you, or other than as reasonably contemplated by this Agreement;
    3. the loss of, corruption to, or errors in the Data;
    4. any virus, denial of service attack, malware or other malicious act affecting the Services or any item in your System;
    5. any event outside of our reasonable control;
    6. modifications to any Deliverables that were affected or attempted by a person other than us; or
    7. damage caused by the operation of any part of your System other than in accordance with recommended operating procedures, or otherwise than in accordance with the directions or recommendations of the original Intellectual Property rights owner, authorised distributor or us.
  5. If you are an Australian consumer, our goods and services come with guarantees that cannot be excluded under the Relevant Legislation. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods or services repaired or replaced if the goods or services fail to be of acceptable quality and the failure does not amount to a major failure.
  1. To the maximum extent permitted by law:
    1. neither Party will be liable for Consequential Loss;
    2. a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel); and
    3. our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to us resupplying the Services to you or, in our sole discretion, repaying you the amount of the fees paid by you in respect of the supply of the relevant Services to which the Liability relates.
  1. Each Party retains ownership of all Intellectual Property rights that it brings to this Agreement. Nothing in this Agreement transfers, assigns or otherwise affects the ownership of pre-existing Intellectual Property held by either Party.
  2. All New Materials created or arising in the course of performing the Services are and remain our sole property.
  3. We grant you a perpetual, non-exclusive, royalty-free, irrevocable license to:
    1. use, operate, maintain and further develop the New Materials and our pre-existing Intellectual Property as incorporated in the Deliverables for your business purposes, including in connection with products and services you provide to your customers;
    2. sublicence the Deliverables to your end users, customers, contractors and service providers to the extent reasonably necessary for the operation of your business;
    3. make copies of the Deliverables for backup, disaster recovery, internal testing and development purposes; and
    4. commercialise products and services that incorporate the Deliverables.
  4. You grant us a non-exclusive, non-transferable, non-sublicensable licence during the Term to use your pre-existing Intellectual Property, brand assets and Data solely to the extent necessary for us to perform the Services. This licence terminates on expiry or termination of the Agreement.
  5. Any software licenses or third-party Intellectual Property provided under this Agreement are subject to their respective license terms. You acknowledge that some Deliverables may incorporate open-source software, which will be provided under the applicable open-source license terms, and that compliance with those license terms is your responsibility.
  6. Nothing in this Agreement restricts us from independently developing, using or providing to other clients any materials, concepts, techniques, processes, functionality or know-how that are similar to the Deliverables, provided we do not use your Confidential Information to do so. General knowledge, skills, experience, ideas and techniques retained in the unaided memory of our personnel are freely usable by us without restriction.
  7. You must not at any time during the Term of the Agreement or after its expiry or termination, without our prior written consent, register or use any trademarks, trade names, domain name, trading style, commercial designation or design owned or used by us or our suppliers in connection with the Products or Deliverables.
  8. You will indemnify us in respect of and keep us harmless from all liabilities, damages, costs and expenses which we may suffer or incur as a result of information supplied by you or work done in accordance with your specifications or as a result of you changing any work conducted by or Product or Deliverables supplied by us or arising due to the combination or use of Products or Deliverables with other equipment, parts or software not supplied by us, and which results in the infringement of any Intellectual Property rights.
  1. The receiving Party will treat Confidential Information with reasonable care and disclose only on a need-to-know basis or as permitted under this Agreement. The receiving Party will only use Confidential Information for the purposes of performing its obligations or as permitted under this Agreement. However, a receiving Party may disclose Confidential Information of the disclosing Party:
    1. if approved in writing by the disclosing Party;
    2. if required by law or regulation;
    3. in the event of dispute between the Parties, as necessary to establish the rights of either Party; or
    4. as necessary to provide the Deliverables to the Customer.

    In the case of subclause (b) and (c), the receiving Party will provide reasonable advance notice to the other party and provide reasonable assistance to limit the scope of the disclosure unless prohibited by law or regulation.

  1. This Agreement is effective from the Effective Date and, unless sooner terminated as herein provided, will continue until terminated as set forth in each Proposal or Custom Collaboration Form (Term). For recurring Services, after the Term of the Proposal or Custom Collaboration Form has expired, the Proposal or Custom Collaboration Form shall automatically renew for successive one (1) year periods.
  2. This Agreement will terminate immediately upon written notice by:
    1. us, if:
      1. you (or any of your Personnel) breach any provision of this Agreement and that breach has not been remedied within 20 Business Days of being notified by us;
      2. you fail to provide us with clear or timely instructions or information to enable us to provide the Services; or
      3. for any other reason outside our control which has the effect of compromising our ability to provide the Services; and
    2. you, if we:
      1. are in breach of a material term of this Agreement, and that breach has not been remedied within 20 Business Days of being notified by you.
  3. Upon expiry or termination of this Agreement:
    1. we are discharged from any further obligations under the Agreement;
    2. you agree that any payments made by you to us are not refundable to you, and you are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under this Agreement;
    3. each Party agrees not to disparage or otherwise make any unfavourable statements or comments regarding the other Party, their Personnel, their clients, either directly or by implication, verbally or in writing; and
    4. each Party agrees to promptly return to (where possible), or delete or destroy (where not possible to return), any of the other Party’s property (including any Confidential Information, and any Intellectual Property).
  4. We will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to this Agreement constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on expiry or termination of this Agreement.
  5. Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.
  6. If you cancel, withdraw from, or otherwise cease engaging us to perform any part of the scope of a Proposal or Custom Collaboration Form before it is completed (otherwise than where you have terminated this Agreement for our breach under clause 17.2(b)), you must pay us: (a) all fees for work completed up to the date of termination; and (b) 25% of the fees attributable to the remaining undelivered scope of the relevant Proposal or Custom Collaboration Form (Early Termination Fee). For the avoidance of doubt, clause 17.3(b) continues to apply in addition to this clause 17.6. The parties agree that the Early Termination Fee is a genuine pre-estimate of the loss Devika will suffer as a result of early termination, having regard to the cost of securing and reserving personnel for the engagement and the likelihood that those personnel cannot be immediately redeployed.
  1. We may, by written notice, suspend the provision of: (a) Development Services, Services charged on a T&M basis, or any other project-based or one-off Services, if any undisputed charges due to us under this Agreement become overdue by more than 7 days; or (b) Technology Services or other recurring Services, if any undisputed charges due to us under this Agreement become overdue by more than 30 days.
  2. We will not be liable for any delay to milestones, Work Order deadlines, or delivery dates, or any loss, damage or interruption to your business, systems or data arising from and in connection with a suspension under this clause 18.
  3. Once all outstanding charges are paid by you, we will use reasonable endeavours to resume the suspended Services within a reasonable timeframe, having regard to the availability of resources.
  4. The right to suspend under this clause 18.1 is in addition to, and not instead of, our rights to terminate this Agreement under clause 17.2. We are not obliged to exercise our rights to suspend under this clause 18.1 as a precondition to exercising any right of termination under clause 17.2, and exercising of our rights to suspend under this clause is without prejudice to any right of termination under clause 17.2.
  1. During the period commencing on Effective Date and expiring twelve (12) months after the termination of this Agreement (Restraint Period), you shall not solicit for employment, whether directly or indirectly through an associated or subsidiary company or otherwise, any person who is or was employed or contracted by us during the term of this Agreement.
  2. You shall promptly advise us if a person who is or was employed or contracted by us seeks to be employed or contracted by you prior to the expiration of Restraint Period.
  3. During Restraint Period, we shall not solicit for employment, whether directly or indirectly through an associated or subsidiary company or otherwise, any person who is or was employed or contracted by you during the term of this Agreement.
  4. We shall promptly advise you if a person who is or was employed or contracted by you seeks to be employed or contracted by us prior to the expiration of Restraint Period.
  5. The parties agree that the amount paid to the personnel in the twelve (12) months preceding a breach of clause 19.1 or 19.3 (the “Fixed Damages”), is a reasonable estimation of damage caused by a breach of clause 19.1 or 19.3 by either party. Therefore, the parties agree to pay the affected party the Fixed Damages as liquidated damages for any breach of clause 19.1 or 19.3.
  1. Amendment. This Agreement may only be amended by written instrument executed by the Parties, except that updates to these General Terms may be made in accordance with clause 20.15.
  2. Assignment, Novation and Sub-Agreements. A Party may only assign, novate, sub-license or sub-contract its rights and obligations under this Agreement with the prior written consent of the other party, which will not be unreasonably withheld.
  3. Counterpart. This Agreement may be executed in one or more counterparts which, taken together constitute the same agreement. The Parties may sign this Agreement using an electronic or handwritten signature, which are of equal effect, whether on original or electronic copies. This Agreement may be executed by means of such third-party online document execution service as we nominate.
  4. Disputes. If a dispute arises, the parties must attempt to resolve it by discussion and negotiation, and through mediation before commencing legal proceedings. If the Parties cannot agree on a mediator, the dispute will be referred to the President, Australian Commercial Disputes Centre, Sydney to nominate a suitably qualified mediator. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
  5. Electronic Acceptance. This Agreement (including any updated or amended version of these General Terms made available to you from time to time in accordance with clause 20.15) may be accepted electronically via our online platform. Checking the acceptance box and clicking “Accept” constitutes a legally binding agreement. No physical signature is required, and our record of acceptance, including name, email, IP address, date, and time, shall be admissible as proof of execution.
  6. Entire Agreement. This Agreement constitutes the entire agreement between the parties for the subject matter referred to in this Agreement. Any prior arrangements, agreements, representations or undertakings are superseded. This Agreement is not to be construed as creating a joint venture, partnership or agency situation between the Parties and neither Party may represent such. Under no circumstances may any Party obligate or bind the other Party to any agreements, arrangements, contracts or understanding or represent that they have such authority.
  7. Force Majeure. We will not be liable for any delay or failure to perform our obligations under this Agreement if such delay is due to any circumstance beyond our reasonable control.
  8. Governing Law. This Agreement shall be governed by and construed according to the law of the State of NSW, Australia. The Parties irrevocably submit to the exclusive jurisdiction of the Courts of that state.
  9. Notices. Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
  10. Privacy. The Parties agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines (Privacy Laws). You consent to our use of your Personal Information in accordance with our Privacy Policy and agree that you are responsible for obtaining the consent of any third parties, whose Personal Information you provide to us, to use their Personal Information in accordance with our Privacy Policy.
  11. Publicity. You agree that we may advertise or publicize the broad nature of our provision of the Services to you, including on our website or in our promotional material.
  12. Referrals. On request by you, we may provide you with contact details of third-party specialists. This is not a recommendation by us for you to seek their advice or to use their services. We make no representation or warranty about the third-party advice or provision of services, and we disclaim all responsibility and Liability for the third-party advice or provision of services, or failure to advise or provide services.
  13. Severability. If any term of this Agreement is held invalid or unenforceable for any reason, the remainder of the term and this Agreement will continue in full force and effect.
  14. Survival. The provisions of this Agreement which are capable of having effect after the expiration of this Agreement shall remain in full force and effect following the expiration of this Agreement.
  15. Updates. We may update these General Terms including the Variation Request Form from time to time. The updated version will be indicated by an updated “Revised” date. We will notify you of any material changes by sending you a notification at least 30 days before the updated version takes effect. Your continued use of the Services after the expiry of that 30-day period, or your acceptance of the updated version via our online platform (whichever is earlier), constitutes your acceptance of the updated General Terms. Non-material changes (such as corrections to typographical errors or formatting) take effect immediately upon publication.
  16. Waiver, Modification. Neither Party’s waiver of the breach of any provision constitutes a waiver of that provision in any other instance. This Agreement may not be modified nor any rights under it waived, in whole or in part, except in writing signed by the Parties or as provided in clause 20.15.

Additional Terms means any other provisions that we agree in writing are to form part of the Agreement.

Business Day means a day on which banks are open for general banking business in New South Wales, excluding Saturdays, Sundays and public holidays.

Confidential Information means information in any format (including oral information), which is not publicly known, that by its nature is confidential or in respect of which the party knows or ought to know is confidential; or information that is designated by the relevant party as confidential.

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

Custom Collaboration Form means a custom order including any variations or additional terms and conditions as agreed between the parties.

Customer Provisions means the provisions of any of the Customer’s terms of trade provided by the Customer or on its behalf, whether or not those provisions are attached to or referred to in the Custom Collaboration Form or any other instrument.

Data means all of the information, documents and other data, including any Personal Information, provided or uploaded by you or your Personnel to us or our Systems or otherwise accessed by us in providing the Services.

Deliverable means any Product or Service that is required to be provided to the Customer under the Agreement, as described in the Proposal or Custom Collaboration Form.

Development Services means software development, design, planning, consulting, project management, and any other professional services provided by us, but excludes Technology Services.

Devika Rate Card means a schedule of rates of charges for various types of resources and services provided by us.

Intellectual Property means any domain names, know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.

Managed Services means the services described in Schedule A, if applicable.

New Materials means all property, materials, documents, information and includes equipment, computer software (including development tools and object libraries), concepts, tools methodologies, processes, and anything else which is the subject matter of Intellectual Property Rights that are created or which arise in the course of performing the Services, excluding your Data.

Personal Information means Personal Information as defined in the Privacy Laws.

Personnel means a Party’s officers, employees, agents, contractors and subcontractors.

Privacy Policy means our privacy policy, which is available on our website and updated from time to time.

Product Champion has the meaning given in the Authorised Users clause 7.1 of these General Terms.

Products means hardware, software and other products supplied by us under this Agreement.

Proposal means a quotation or statement of work document setting out the services and the associated fees to be delivered to you.

Schedules refers to our Schedules to these General Terms. If the Deliverables include managed services, Schedule A – Managed Services is incorporated into these General Terms.

Sensitive Information means sensitive information as defined in the Privacy Laws.

Services means the services supplied by us under this Agreement.

Technology Services means hosting and other recurring technology or web services provided by us.

Third Party Inputs means third parties or any goods and services provided by third parties, including customers, end users, suppliers, transportation or logistics providers or other subcontractors on which the provision of the Services may be contingent or by which it may be impacted.

Third Party Software means software components, plug-ins and other programs that are owned by third parties and are stated in the Proposal or Custom Collaboration Form as being Third Party Software.

Work Order refers to the unit or cycle of development time allocated to achieve milestones as set out in the Proposal.

System means all hardware, software, networks and other IT systems used by a Party from time to time, including a network.

Relevant Legislation means the Competition & Consumer Act 2010 (Cth) and any other relevant legislation that implies warranties, conditions or guarantees in respect of the Deliverables or the Agreement and that may not be excluded or only excluded to a limited extent.

Variation Request Form means the form available on our website or via our system such as Jira that is used for any changes requested by either Party which, if signed by the Parties will result in a variation to the Agreement.

Last Updated May 2026