Terms and Conditions

These Terms and Conditions (“Terms”) govern the provision of services by BridgeCore Systems (ABN 37 431 807 648) (“we”, “us”, or “our”) to you (“you”, “your”, or the “Client”). By engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

1. Acceptance of Terms

These Terms apply to all services provided by BridgeCore Systems unless a separate written agreement has been executed between the parties that expressly supersedes these Terms. By accepting a quote or proposal, making a payment, or instructing us to commence work, you agree to these Terms in full.

If there is any conflict between these Terms and a specific project agreement or statement of work, the specific project agreement will prevail to the extent of the inconsistency.

2. Services

BridgeCore Systems provides technology consulting, custom software development, AI solutions, systems integration, web development, workflow automation, data and analytics, cloud infrastructure, digital transformation, managed services, and related technology services (“Services”) to Australian businesses.

The specific scope, deliverables, timelines, and fees for each engagement will be outlined in a proposal, quote, or statement of work (“Project Agreement”) provided to you prior to commencement. The Project Agreement forms part of these Terms.

Any changes to the agreed scope must be documented in writing and agreed upon by both parties. Additional work beyond the original scope may be subject to revised timelines and additional fees.

3. Quotes and Proposals

All quotes and proposals provided by BridgeCore Systems are valid for a period of 30 days from the date of issue, unless otherwise stated in writing. Quotes are based on the information and requirements provided to us at the time of quoting.

Where we provide an estimate rather than a fixed-price quote, the estimate represents our best assessment of the time and cost required based on available information. Estimates are indicative and not binding. We will keep you informed of progress against the estimate and advise you promptly if costs are likely to exceed it.

If the scope of work changes materially after a quote has been accepted, we reserve the right to revise the quote accordingly. We will notify you of any changes to pricing before additional work is undertaken.

Unless expressly stated to include GST, all prices are quoted exclusive of Goods and Services Tax (GST). GST will be applied in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

4. Payment Terms

Payment terms will be specified in the applicable Project Agreement. Unless otherwise agreed in writing:

• Invoices are due for payment within 14 days of the invoice date.
• For project-based work, we may require an upfront deposit of 30 to 50 percent before work commences. The deposit amount will be specified in the proposal.
• For larger engagements, payments may be structured in milestones tied to agreed deliverables.
• Ongoing or retainer-based services will be invoiced monthly in advance unless otherwise agreed.
• All prices are quoted in Australian dollars (AUD).

If payment is not received by the due date, we reserve the right to charge interest on the outstanding amount at a rate of 2% per month (or part thereof), calculated from the due date until payment is received in full. We may also suspend or cease work on any outstanding deliverables until payment is brought up to date.

You are responsible for all reasonable costs associated with recovering overdue payments, including collection agency fees and legal costs.

5. Intellectual Property

Client materials

You retain all intellectual property rights in any materials, data, content, and pre-existing intellectual property that you provide to us for the purposes of the engagement (“Client Materials”). You grant us a non-exclusive, royalty-free licence to use Client Materials solely for the purpose of providing the Services to you.

Deliverables

Upon receipt of full payment for the relevant Services, intellectual property rights in the custom deliverables created specifically for you (“Deliverables”) will be assigned to you. Deliverables include custom application code, designs, and documentation created exclusively for your project.

Pre-existing and reusable IP

We retain all intellectual property rights in our pre-existing tools, frameworks, libraries, methodologies, and general know-how, including any components that are incorporated into the Deliverables but were not created exclusively for you (“Our IP”). Where Our IP is incorporated into Deliverables, we grant you a non-exclusive, perpetual, royalty-free licence to use, modify, and deploy Our IP as part of those Deliverables for your internal business purposes.

Third-party components

Deliverables may include open-source or third-party software components. Such components remain subject to their respective licence terms. We will inform you of any material third-party components and applicable licences included in the Deliverables.

6. Confidentiality

Each party agrees to keep confidential all information received from the other party that is designated as confidential or that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). Confidential Information includes business plans, technical specifications, pricing, client data, source code, and any information marked as confidential.

Neither party will disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to employees, contractors, or advisers who need to know the information for the purposes of the engagement and who are bound by equivalent confidentiality obligations.

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party.
• Was already known to the receiving party prior to disclosure.
• Is independently developed by the receiving party without reference to the Confidential Information.
• Is required to be disclosed by law, regulation, or court order, provided the receiving party gives reasonable prior notice to the disclosing party where legally permitted.

This confidentiality obligation survives the termination of any engagement and continues for a period of 3 years after termination.

7. Client Obligations

To enable us to deliver the Services effectively, you agree to:

• Provide timely and accurate information, content, materials, and access to systems and personnel reasonably required for the engagement.
• Designate a primary point of contact with authority to make decisions and provide approvals on your behalf.
• Review deliverables and provide feedback or approvals within agreed timeframes.
• Ensure that any materials you provide to us do not infringe the intellectual property rights of any third party.
• Notify us promptly of any changes to your requirements or circumstances that may affect the engagement.

Delays caused by a failure to meet these obligations may result in revised timelines and, where applicable, additional costs. We will notify you of any impact on the project schedule.

8. Warranties and Disclaimers

We warrant that we will provide the Services with reasonable care, skill, and diligence, consistent with generally accepted industry standards. We will use reasonable endeavours to deliver the Services in accordance with agreed timelines.

We provide a defect warranty period of 30 days from the date of delivery of each deliverable. During this period, we will fix any bugs or defects in the Deliverables at no additional cost, provided the defect relates to a failure to meet the agreed specifications. Issues arising from modifications made by you or third parties, misuse, or changes to the operating environment are excluded from this warranty.

To the maximum extent permitted by law, all other warranties, representations, and guarantees (whether express or implied) are excluded, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Without limiting the above, we do not warrant that:

• The Services or Deliverables will be error-free or uninterrupted.
• The Services will achieve any particular business outcome or result.
• Any third-party software, platform, or service integrated into the Deliverables will continue to operate or be supported by its provider.

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee or right under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable law that cannot be excluded, restricted, or modified by agreement.

9. Limitation of Liability

To the maximum extent permitted by law, the total aggregate liability of BridgeCore Systems arising out of or in connection with the Services or these Terms, whether in contract, tort (including negligence), statute, or otherwise, will not exceed the total fees paid by you to us under the relevant Project Agreement in the 12-month period preceding the event giving rise to the claim.

To the maximum extent permitted by law, neither party will be liable to the other for any:

• Indirect, incidental, special, consequential, or punitive damages.
• Loss of profits, revenue, data, business opportunity, or goodwill.
• Cost of procurement of substitute goods or services.
• Losses arising from circumstances beyond the party's reasonable control, including force majeure events.

This limitation of liability applies regardless of whether either party has been advised of the possibility of such damages.

10. Termination

Either party may terminate an engagement by providing 14 days' written notice to the other party, unless a different notice period is specified in the applicable Project Agreement.

Either party may terminate an engagement immediately by written notice if the other party:

• Commits a material breach of these Terms and fails to remedy the breach within 14 days of receiving written notice of the breach.
• Becomes insolvent, enters into administration, liquidation, or receivership, or is otherwise unable to pay its debts as they fall due.

Upon termination:

• You are liable for payment for all Services delivered and work completed up to the date of termination, including any approved expenses.
• Upon payment in full, we will deliver to you all completed and in-progress Deliverables.
• Any deposits or milestone payments already made for work not yet completed will be credited against the final invoice, with any surplus refunded.

Sections 5 (Intellectual Property), 6 (Confidentiality), 8 (Warranties and Disclaimers), 9 (Limitation of Liability), and 12 (Governing Law) survive termination of these Terms.

11. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under these Terms if the delay or failure results from events beyond the party's reasonable control, including but not limited to natural disasters, pandemics, war, terrorism, government actions, power failures, internet or telecommunications outages, and cyberattacks.

The affected party must notify the other party as soon as reasonably practicable and use reasonable endeavours to mitigate the impact of the event.

12. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and any courts of appeal from them.

13. Dispute Resolution

If a dispute arises in connection with these Terms, the parties agree to follow the process below before commencing legal proceedings:

1. Negotiation: The parties will first attempt to resolve the dispute through good-faith negotiation. The party raising the dispute must provide written notice setting out the nature of the dispute and the resolution sought.
2. Mediation: If the dispute is not resolved within 21 days of the initial notice, either party may refer the dispute to mediation administered by the Australian Disputes Centre (ADC) in accordance with its mediation guidelines. The costs of mediation will be shared equally between the parties.
3. Litigation: If mediation does not resolve the dispute within 30 days of the mediator's appointment, either party may commence legal proceedings in the courts of New South Wales.

Nothing in this clause prevents a party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction.

14. General Provisions

• Entire agreement: These Terms, together with any applicable Project Agreement, constitute the entire agreement between the parties and supersede all prior discussions, representations, and agreements relating to the subject matter.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
• Waiver: A failure or delay by either party to exercise any right under these Terms does not constitute a waiver of that right.
• Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to a successor entity or affiliate upon written notice to you.
• Non-solicitation: During the term of any engagement and for a period of 12 months after its conclusion, neither party shall directly solicit for employment or engagement any employee or contractor of the other party who was materially involved in the engagement, without the prior written consent of the other party.
• Notices: All notices under these Terms must be in writing and delivered by email to the contact details provided by each party. Notices are deemed received on the next business day after sending.

15. Changes to These Terms

We may update these Terms from time to time. Any changes will be effective when we publish the updated Terms on our website with a revised “Last updated” date. Changes will not apply retrospectively to Services already contracted under a prior version of these Terms.

16. Contact Us

If you have any questions about these Terms and Conditions, please contact us: