Terms & Conditions

1. Services

AuxonTech agrees to provide the Client with IT consulting, software development, web development, offshore team management, and related services ("Services") as detailed in a separately executed Proposal, Statement of Work (SOW), or Service Agreement ("Project Agreement").

2. Client Obligations

The Client agrees to:

• Provide all necessary information, materials, and access required for AuxonTech to perform the Services in a timely manner.
• Appoint a single point of contact for project communications and decisions.
• Review deliverables and provide feedback within agreed-upon timeframes.
• Make timely payments as specified in the Project Agreement.

3. Fees and Payment

• Fees will be as specified in the Project Agreement. This may be a fixed project fee, time-and-materials basis, or a monthly retainer.
• Invoices will be issued as per the payment schedule in the Project Agreement (e.g., upon signing, milestone-based, or monthly).
• Payment is due within 14 days of the invoice date.
• Late payments may incur interest at a rate of 1.5% per month.
• All fees are quoted in Australian Dollars (AUD) unless otherwise specified.

4. Intellectual Property (IP)

• Pre-existing IP: Each party retains ownership of its pre-existing intellectual property.
• Background IP: AuxonTech retains ownership of its tools, frameworks, libraries, and know-how ("Background IP") used in providing the Services.
• Foreground IP: Upon receipt of full payment, AuxonTech assigns all intellectual property rights in the specifically developed and delivered work product ("Foreground IP") as outlined in the Project Agreement to the Client.
• Open Source Software: Where open source software is used in deliverables, such use will be documented and comply with relevant open source licenses.

5. Confidentiality

Both parties agree to keep confidential all non-public information disclosed by the other party that is marked as confidential or would normally be considered confidential under the circumstances. This obligation survives the termination of these Terms.

Confidential Information includes but is not limited to business plans, technical information, product designs, customer lists, financial information, and any other proprietary information.

6. Offshore Teams

The Client acknowledges that AuxonTech may utilize its offshore teams in countries such as Pakistan and Philippines to perform the Services. AuxonTech remains solely responsible for the management, work quality, and output of these teams as the primary service provider to the Client.

7. Warranties and Limitation of Liability

• AuxonTech warrants that the Services will be performed in a professional and workmanlike manner.
• To the fullest extent permitted by Australian law, AuxonTech's total liability to the Client is limited to the amount of fees paid by the Client for the specific Services giving rise to the claim.
• AuxonTech shall not be liable for any indirect, consequential, or incidental damages.
• All warranties not expressly set forth in these Terms are disclaimed to the fullest extent permitted by law.

8. Australian Consumer Law

Our Services come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in these Terms is intended to exclude, restrict, or modify the application of these guarantees.

9. Termination

• Either party may terminate a Project Agreement for material breach by the other party if such breach is not cured within 30 days of written notice.
• Either party may terminate for convenience with 30 days written notice, subject to payment for all Services rendered up to the termination date.
• Upon termination, the Client will pay AuxonTech for all Services rendered and expenses incurred up to the termination date.
• Sections pertaining to Intellectual Property, Confidentiality, Limitation of Liability, and others that by their nature should survive termination will do so.

10. Data Protection and Privacy

Both parties will comply with applicable data protection laws, including the Australian Privacy Principles under the Privacy Act 1988 (Cth).

Where personal data is processed, the parties will implement appropriate technical and organizational measures to protect such data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.

11. Governing Law and Dispute Resolution

• These Terms are governed by the laws of Queensland, Australia.
• Both parties submit to the non-exclusive jurisdiction of the courts of Queensland.
• Any dispute arising out of or in connection with these Terms shall first be subject to good faith negotiations between the parties.
• If the dispute cannot be resolved through negotiation within 30 days, either party may pursue other legal remedies.

12. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

13. Entire Agreement

These Terms, together with any signed Project Agreement, constitute the entire agreement between the parties and supersede all prior discussions, agreements, and understandings of any kind between them with respect to the subject matter hereof.

14. Amendments

No amendment, modification, or waiver of any provision of these Terms will be effective unless in writing and signed by both parties.

15. Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.

16. Contact Us

For any questions about these Terms, please contact us at: