Terms of Service

SXDA PTY LTD (Trading as Northbase)

Effective Date: 30 December, 2024

These Terms and Conditions (“Terms”) govern the provision of services by SXDA Pty Ltd trading as Northbase (“we,” “our,” or “us”). By engaging our services, you (“the Client,” “you,” or “your”) agree to these Terms. If you have any questions, please contact us at [email protected].

 

  1. Definitions
  • Services: Includes website design, development, maintenance, hosting, application development, software development, search engine optimisation, adwords or related digital advertising services, graphic design, and related consulting or support services.
  • Quotation: An offer provided verbally or in writing, outlining the scope of services and pricing.
  • Contract: The agreement formed upon acceptance of a Quotation.
  • Intellectual Property (IP): All IP created as part of our services, excluding pre-existing IP or open-source elements.
  • Overdue Amount: Any invoice not paid within 15 days of the issue date.
  • Third Parties: External service providers or subcontractors engaged by us to deliver aspects of the services, including hosting providers, cloud services, and other technical vendors.
  1. General Terms
  • By engaging our services, you acknowledge and agree to these Terms.
  • These Terms apply to all transactions with us unless varied in writing and agreed upon by both parties.
  • Any additional agreements or assurances outside these Terms are not binding unless confirmed in writing.
  • These Terms will not be construed adversely against us solely because we drafted them.
  1. Quotations and Acceptance
  • Quotations are valid for 30 days from the date of issue unless otherwise specified.
  • Acceptance of a Quotation can be made via:
  • Written or verbal confirmation.
  • Payment of part or all of the quoted amount.
  • Actions that imply acceptance, such as providing project materials or instructions.
  • Upon acceptance, the Quotation and these Terms form a binding Contract.
  1. Payment Terms
  • Invoices must be paid within 15 days of the issue date unless otherwise agreed in writing.
  • Monthly services (e.g., hosting, maintenance) will be invoiced on or around the 1st of each calendar month.
  • Late payment of invoices may result in suspension of services and legal action to recover outstanding amounts, including any associated legal fees.
  • Refunds will only be provided if services are not delivered in a manner consistent with industry standards and after a written request is made.
  • You remain responsible for all costs incurred up to the point of termination, including third-party fees, whether or not the project is completed.
  1. Service Delivery
  • While we strive to deliver services within agreed timelines, delivery times are estimates and not guaranteed.
  • Delays caused by changes to project scope, incomplete client information, or circumstances beyond our control will not result in penalties or liability on our part.
  • We are not responsible for any actions, decisions, or commitments made by you based on estimated delivery dates.
  1. Subcontractors and Third Parties
  • We may engage subcontractors or third-party service providers, including those located outside Australia, to assist in delivering services.
  • You acknowledge that these subcontractors or third parties may access, process, or store data as part of their service.
  • While we take reasonable steps to select reliable service providers, we are not liable for:
  • Data breaches, security incidents, or unauthorised access caused by third parties.
  • Downtime, data loss, or other disruptions resulting from third-party systems or services.
  1. Hosting and Data
  • Hosting services provided by us may rely on third-party providers. We are not liable for:
  • Downtime, data loss, or performance issues resulting from third-party hosting providers.
  • Loss of income, reputation, or other consequential damages due to hosting failures.
  • You are responsible for ensuring your content complies with all applicable laws and does not infringe third-party rights. We reserve the right to remove unlawful or inappropriate content.
  1. Intellectual Property
  • Upon full payment, IP created specifically for you as part of the services will be transferred to you.
  • Pre-existing IP, general application code, open-source elements, and proprietary tools used during the project remain our property.
  • You must treat all documentation, processes, and code provided to you as confidential and not disclose them without our prior written consent.
  • We are not liable for claims of infringement arising from content, data, or instructions provided by you.
  1. Limitation of Liability

To the maximum extent permitted by law, we are not liable for:

  • Loss of income, business, profits, or data due to service delays, failures, or errors.
  • Security breaches, unauthorised access, or data loss caused by third-party systems or malicious actors.
  • Any indirect, consequential, or exemplary damages arising from your use of our services.
  • Actions or decisions taken by you based on advice, materials, or deliverables provided by us.

If a claim is made, our total liability is limited to the re-supply of services or a refund of fees paid, at our discretion.

  1. Termination
  • Either party may terminate services provided with 30 days’ written notice.
  • Ongoing services (e.g., hosting, maintenance) cannot be terminated before the minimum agreed term expires. In the case of website hosting, you may move your service elsewhere at any time. However no refunds will be given for unused pre-paid time.
  • Upon termination, any unpaid invoices for work completed must be paid in full.
  • We reserve the right to terminate services immediately if:
  • You breach these Terms.
  • Payment remains overdue beyond 30 days.
  1. Privacy
  • We handle personal information in accordance with the Australian Privacy Act 1988.
  • Your data may be stored or processed by third-party providers, including those outside Australia, as required for service delivery.
  • You are responsible for ensuring that any personal information provided to us (e.g., client or customer data) is shared in compliance with applicable privacy laws.
  1. Dispute Resolution
  • Both parties agree to attempt to resolve disputes amicably and in good faith.
  • If a resolution cannot be reached within 14 days, either party may request mediation. Costs for mediation are borne by the requesting party unless otherwise agreed.
  • Mediation will take place on the Sunshine Coast, Queensland, unless both parties agree to an alternative location.
  1. Communication
  • Email is our primary method of communication unless otherwise agreed. While we take reasonable precautions, we cannot guarantee email security.
  • We are not liable for delays, non-delivery, or issues caused by email communication.
  1. Force Majeure
  • We are not liable for any failure or delay in performing our obligations due to events beyond our reasonable control, including natural disasters, cyberattacks, or third-party service disruptions.
  1. Governing Law
  • These Terms are governed by the laws of Queensland, Australia. Any unresolved disputes will be heard in a court of competent jurisdiction in Queensland.
  1. Updates to Terms
  • We may update these Terms from time to time. The latest version will always be available on our website. Continued use of our services after updates constitutes acceptance of the revised Terms.

SXDA Pty Ltd (Trading as Northbase) takes every effort to deliver professional, high-quality services. By agreeing to these Terms, you acknowledge and accept the limits of our liability, particularly for issues arising from third-party providers or circumstances beyond our control.

If you have any questions, please contact us at [email protected].