Terms & Conditions

1. About These Terms

These Terms and Conditions (“Terms”) govern the supply of services by iFusion Pty Ltd ABN 91 071 383 401, trading as Digital Response (“Digital Response”, “we”, “us”, “our”), to clients (“you”, “your”).

By engaging our services or accepting a proposal or statement of work, you agree to be bound by these Terms. If you do not agree, please do not proceed with the engagement.

2. Services

Digital Response provides digital consulting services including but not limited to: digital strategy, enterprise solution architecture, AI strategy and implementation, custom software development, digital UX design, website design and development, business consulting, and data and automation services.

The specific scope of services for each engagement will be set out in a proposal, statement of work, or written agreement (“Engagement Agreement”). In the event of any conflict between these Terms and an Engagement Agreement, the Engagement Agreement will prevail.

3. Fees and Payment

Our fees are as set out in the relevant Engagement Agreement. Unless otherwise agreed:

• Invoices are payable within 14 days of issue
• All fees are quoted in Australian dollars and are exclusive of GST unless stated otherwise
• GST will be added to all taxable supplies at the applicable rate
• We reserve the right to suspend services if invoices are not paid by their due date
• Interest may be charged on overdue amounts at 2% per month

4. Client Obligations

To enable us to deliver our services effectively, you agree to:

• Provide timely access to information, systems, personnel, and resources reasonably required by us
• Ensure that any content, data, or materials you provide do not infringe the rights of any third party
• Appoint a suitable contact person with authority to give instructions and approvals
• Review and provide feedback on deliverables within agreed timeframes

Delays caused by your failure to meet these obligations may result in revised timelines and additional fees.

5. Intellectual Property

Unless otherwise agreed in writing:

• Upon receipt of full payment, you will own all intellectual property rights in the deliverables created specifically for you under the Engagement Agreement
• We retain ownership of all pre-existing intellectual property, tools, frameworks, methodologies, and know-how used in delivering our services
• We grant you a non-exclusive, royalty-free licence to use any of our pre-existing intellectual property incorporated into your deliverables, solely for the purpose for which it was provided
• We may reference you as a client and describe the nature of work completed for portfolio and marketing purposes, unless you request otherwise in writing

6. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the engagement, and to use such information only for the purposes of the engagement. This obligation does not apply to information that is publicly available, already known to the receiving party, or required to be disclosed by law.

7. Limitation of Liability

To the fullest extent permitted by law:

• Our total liability to you for any claim arising out of or in connection with our services is limited to the fees paid by you to us in the three months preceding the claim
• We are not liable for any indirect, consequential, special, or incidental loss or damage, including loss of profits, loss of data, or loss of business opportunity

Nothing in these Terms limits liability that cannot be excluded under the Competition and Consumer Act 2010 (Cth) or other applicable Australian consumer law.

8. Australian Consumer Law

Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with our services, you are entitled to cancel your service contract with us and receive a refund for the unused portion, or to compensation for its reduced value. You are also entitled to compensation for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time.

9. Termination

Either party may terminate an engagement by providing 30 days written notice, unless a different notice period is specified in the Engagement Agreement. Upon termination:

• You are liable to pay for all services rendered up to the date of termination
• We will provide you with all completed deliverables up to that point
• Any work in progress will be invoiced on a time-and-materials basis

We may terminate immediately if you are in material breach of these Terms or become insolvent.

10. Dispute Resolution

If a dispute arises, the parties agree to first attempt to resolve it in good faith through direct negotiation. If the dispute is not resolved within 30 days, either party may refer the matter to mediation before commencing legal proceedings.

11. Governing Law

These Terms are governed by the laws of Queensland, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Queensland.

12. Changes to These Terms

We may update these Terms from time to time. The current version will always be available on our website. Continued engagement with our services after any changes constitutes your acceptance of the updated Terms.

13. Contact Us

For any queries about these Terms, please contact: