Terms & Conditions

1. Who We Are and Definitions

"We," "us," "our," and "Company" refer collectively to Grendesign, Grendigital, and Code Collective Pty Ltd (ABN 90 690 258 318), a business registered in New South Wales, Australia.

"You," "your," and "Client" refer to the individual or entity using our services or website.

"Services" means all consulting, design, workflow, integration, and other services we provide under a signed agreement or scope of work.

"AutomationROI Tool" refers to the online assessment tool available on our website that provides estimates of automation potential.

2. Acceptance of Terms

By accessing our website, using the AutomationROI Tool, or engaging us for services, you agree to be bound by these Terms and Conditions. If you do not agree with any part of these terms, please do not use our website or services.

We reserve the right to modify these terms at any time. Changes will be effective immediately upon posting to our website. Your continued use of our services following notification of changes constitutes your acceptance of the updated terms.

3. AutomationROI Tool Disclaimer

The AutomationROI Tool provides estimates only based on information you provide. These estimates are not:

• Professional financial or business advice
• Guarantees of results or savings
• Binding commitments or contracts
• Substitutes for professional consultation

We encourage you to verify all estimates independently and consult with your own advisors (financial, legal, technical) before making business decisions based on the tool's output.

Use of the AutomationROI Tool is at your own risk. We are not liable for any decisions made based on the estimates provided.

4. Services

We provide the following services:

• AI and automation consulting and strategy
• Custom workflow design and implementation
• System integrations and technical builds
• Training and support for implemented solutions

All services are delivered under a signed Statement of Work (SOW) or project agreement that specifies the scope, timeline, deliverables, and fees. These Terms apply in conjunction with any SOW or agreement.

In the event of a conflict between these Terms and a signed SOW, the signed SOW takes precedence.

5. Intellectual Property

Upon full payment, you own all deliverables and custom work created specifically for your project, including custom code, workflows, and configurations (the "Work Product").

We retain ownership of:

• Our pre-existing tools, templates, frameworks, and methodologies
• General knowledge and experience gained during the project
• Reusable components, libraries, and modules (unless custom-developed for you)

You grant us a perpetual, royalty-free license to use concepts, feedback, and anonymised learnings from your project to improve our services and assist other clients.

You are responsible for ensuring that any content, data, or materials you provide do not infringe third-party intellectual property rights.

6. Payment Terms

Our projects typically operate on a fixed-price basis with milestone payments.

Deposit and Invoicing

• A deposit (typically 25–50% of the project fee) is required to commence work
• Remaining balance is due upon project completion and delivery
• Milestone-based projects may include interim invoices as milestones are reached

Payment Method and Terms

• Invoices are due within 7–14 days of issue (as specified in the invoice)
• Late payments may incur a late fee of 1.5% per month or the maximum allowed by law
• Payment should be made by bank transfer to the account specified on the invoice

Non-Payment

If an invoice remains unpaid 30 days after issue, we may:

• Suspend work and delivery of services
• Charge interest on the outstanding amount
• Recover legal costs and debt collection costs from you

Refunds and Cancellation

Deposits are non-refundable once work has commenced. If you cancel a project, you remain liable for all work completed to that point.

7. Client Obligations

To ensure successful project delivery, you agree to:

• Provide timely access to systems, data, and personnel required for the project
• Provide accurate information about your business, workflows, and requirements
• Give feedback and approvals within agreed timeframes
• Designate a primary point of contact for project communication
• Ensure stakeholder buy-in and internal alignment
• Maintain confidentiality of any pre-release work or sensitive information shared

Delays in providing access, information, or feedback may extend project timelines and timelines are not guaranteed. We are not responsible for delays caused by your failure to provide required information or access.

8. Limitation of Liability

To the fullest extent permitted by Australian law, our total liability to you for any claim, loss, or damage arising from these Terms or our services is limited to the lesser of:

• The total amount paid by you in the 12 months preceding the claim, or
• AU$5,000

This limitation does not apply to:

• Our gross negligence or willful misconduct
• Your indemnification obligations under these Terms
• Breaches of confidentiality
• Liability that cannot be excluded under Australian Consumer Law

We are not liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, or business interruption, even if we have been advised of the possibility of such damages.

9. Warranties Disclaimer

EXCEPT AS EXPRESSLY STATED IN A SIGNED SOW, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

• Implied warranties of merchantability, fitness for a particular purpose, or non-infringement
• Warranties that our services will be error-free, uninterrupted, or secure
• Warranties that our services will meet all your expectations or requirements
• Warranties regarding the accuracy or completeness of third-party data or integrations

Our services are provided "as is" and "as available." We do not guarantee specific outcomes, performance levels, or results from using our tools or services.

10. Confidentiality

We treat all client information, business data, and project details as confidential. We will not disclose confidential information to third parties without your written consent, except:

• To our trusted service providers and subcontractors who need to know (under confidentiality agreements)
• As required by law, court order, or regulatory authority
• To protect our rights, safety, or legal interests

You also agree to keep our methodologies, pre-existing tools, and other intellectual property confidential and not to disclose them to competitors or unauthorised third parties.

11. Termination

Either party may terminate a project or engagement by providing written notice to the other party. Upon termination:

• You remain liable for all work completed and expenses incurred to the termination date
• We will deliver any completed deliverables and transition materials
• You remain bound by confidentiality and intellectual property obligations

We may immediately terminate or suspend services if:

• You breach a material term of these Terms or a signed agreement and fail to cure within 7 days of notice
• You fail to pay invoices 30 days after they are due
• Your conduct is unlawful or poses a risk to our business

12. Governing Law

These Terms and Conditions are governed by and construed in accordance with the laws of New South Wales, Australia, without regard to its conflict of law principles.

You and we both consent to the exclusive jurisdiction of the courts of New South Wales and any courts that hear appeals from those courts. You agree to submit to the personal and exclusive jurisdiction of these courts and waive any objection to venue or inconvenient forum.

13. Contact Information

If you have questions about these Terms & Conditions or wish to discuss a specific engagement, please contact us:

Email: [email protected]
Website: grendigital.com.au
ABN: 90 690 258 318
Jurisdiction: New South Wales, Australia