Terms &
Conditions
Last updated: 16 February 2026
1. Agreement to Terms
These Terms and Conditions (“Terms”) constitute a legally binding agreement between you and Auspicate Pty Ltd (ABN: 80 651 289 173) (“Auspicate”, “we”, “us”, or “our”) governing your use of our website and engagement of our professional services. By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms.
If you are entering into these Terms on behalf of a company or organisation, you represent that you have the authority to bind that entity to these Terms. If you do not agree to these Terms, you must not access our website or engage our services.
2. Website Use
2.1 Permitted use
You may access and use our website for lawful purposes only and in accordance with these Terms.
2.2 Prohibited use
You must not:
use our website in any way that is unlawful, fraudulent, misleading or harmful;
attempt to gain unauthorised access to any system, server, database or network connected to our website;
copy, scrape, reproduce, republish, distribute or commercially exploit website content without our prior written consent;
introduce malicious code, viruses, bots or harmful material into our website or systems;
use our website in a way that may impair performance, availability or security.
2.3 Website information
Information on our website is provided for general information only. While we take reasonable care in preparing website content, we do not guarantee that it is complete, accurate, current or suitable for your specific circumstances.
2.4 Third-party links
Our website may contain links to third-party websites or services for convenience only. We do not control, endorse or accept responsibility for the content, availability, security or practices of those third-party websites.
3. Engagement Process
All service engagements commence with a discovery phase to understand your business requirements. Following this assessment, we will provide a detailed proposal outlining scope, timeline, and investment. No work will commence until a signed agreement and any required deposits are received. Project timelines are estimates based on standard conditions and may vary depending on client responsiveness and scope changes.
4. Payment Terms
4.1 Fees
Fees are as set out in the applicable Proposal, SOW or invoice. Unless otherwise stated, all fees are in Australian Dollars and exclude GST.
4.2 Deposit
We may require a deposit before commencing work. Deposits are non-refundable except to the extent required by law.
4.3 Invoicing
Unless otherwise agreed:
project work may be invoiced upfront, by milestone, monthly, or by percentage completion;
support or ad hoc consulting may be invoiced in arrears;
recurring services may be invoiced monthly in advance.
4.4 Payment terms
Invoices must be paid within 14 days of the invoice date unless otherwise stated in writing.
4.5 Late payment
If payment is not made by the due date, we may:
charge interest on overdue amounts at 2% per month, calculated daily;
suspend Services, support, access, delivery, deployment, or project work;
withhold Deliverables until all outstanding amounts are paid;
recover from the Client any reasonable costs incurred in collecting overdue amounts.
4.6 No set-off
The Client must pay all invoices in full without set-off, deduction, withholding or counterclaim except where required by law.
4.7 Taxes and third-party costs
The Client must pay all applicable taxes, duties, government charges, and approved third-party costs associated with the Services, including software subscriptions, hosting, integrations, platform licensing, travel or other agreed expenses.
5. Intellectual Property Rights
Odoo is open-source software licensed under the LGPL-3 license. Custom developments created specifically for your project will be owned by you upon full payment, subject to any underlying third-party licenses. Auspicate retains ownership of all proprietary methodologies, tools, templates, and pre-existing intellectual property. We grant you a perpetual, non-exclusive license to use any Auspicate proprietary components incorporated into your solution.
6. Client Responsibilities
To ensure project success, clients agree to:
provide accurate, complete and timely information;
nominate a project owner or authorised contact;
provide timely access to relevant systems, personnel and documentation;
attend workshops, review meetings, training sessions and testing where required;
review and approve Deliverables within agreed or reasonable timeframes;
maintain adequate backups of data, systems and environments;
ensure it has lawful rights to provide any data, content, credentials or materials to us;
obtain all necessary internal and third-party approvals, licences and authorisations;
comply with applicable privacy, data protection and regulatory obligations relevant to its business.
We are not responsible for delays, defects or increased costs caused by the Client’s failure to meet these responsibilities.
7. Warranties and Limitations
7.1 Service standard
We warrant that we will perform the Services with reasonable skill, care and diligence consistent with generally accepted industry standards.
7.2 Defect correction period
Unless otherwise stated in the applicable SOW, we will use reasonable efforts to correct reproducible defects in Deliverables notified to us in writing within 30 days after delivery.
7.3 Exclusions
The warranty in clause 12.2 does not apply where the issue arises from:
third-party software or infrastructure;
changes made by the Client or a third party;
misuse, incorrect operation or unauthorised modification;
incomplete requirements or incorrect information supplied by the Client;
items outside the agreed scope.
7.4 No guarantee of outcomes
Unless expressly stated in writing, we do not guarantee any specific commercial result, system outcome, operational improvement, legal compliance outcome, or business benefit from the Services.
8. Confidentiality
8.1 Confidentiality obligations
Each party must keep the other party’s Confidential Information confidential and must not disclose it except:
to its personnel, contractors, professional advisers or insurers who need to know it and are bound by confidentiality obligations;
with the disclosing party’s consent; or
where required by law, court order or regulatory authority.
8.2 Use restriction
Confidential Information may only be used for the purpose of performing or receiving the Services.
8.3 Exclusions
Confidential Information does not include information that:
is or becomes public other than through a breach of these Terms;
was already lawfully known to the receiving party;
is independently developed without use of the disclosing party’s Confidential Information; or
is lawfully received from a third party without restriction.
8.4 Duration
These confidentiality obligations continue for five years after the end of the engagement, or longer where required by law.
9. Termination
9.1 Termination for convenience
Either party may terminate a recurring Service Agreement or support arrangement by giving 30 days’ written notice, unless a longer minimum term is set out in the applicable SOW.
9.2 Termination for breach
Either party may terminate immediately by written notice if the other party:
commits a material breach and fails to remedy it within 14 days of written notice; or
becomes insolvent, enters liquidation, administration or ceases business.
9.3 Effect of termination
On termination:
the Client must pay for all Services performed up to the termination date;
the Client must also pay for approved third-party costs and any non-cancellable commitments;
any licences granted subject to payment only take effect once all outstanding amounts are paid;
each party must return or destroy Confidential Information on request, subject to legal retention obligations.
9.4 Transition assistance
If requested, we may provide reasonable transition assistance after termination at our then-current rates.
10. General
10.1 Entire agreement
These Terms, together with any applicable Proposal, SOW, Service Agreement and Privacy Policy, form the entire agreement between the parties in relation to their subject matter.
10.2 Inconsistency
If there is any inconsistency between these Terms and an executed SOW or Service Agreement, the SOW or Service Agreement prevails to the extent of the inconsistency.
10.3 Assignment
The Client may not assign or transfer its rights or obligations under these Terms without our prior written consent.
10.4 Subcontracting
We may subcontract or engage third parties to perform part of the Services, but remain responsible for the overall delivery of the Services.
10.5 Waiver
A failure or delay by a party to exercise a right does not operate as a waiver of that right.
10.6 Severability
If any provision of these Terms is held to be invalid, illegal or unenforceable, the remaining provisions will continue in full force and effect.
10.7 Governing law
These Terms are governed by the laws of Victoria, Australia.
10.8 Jurisdiction
The parties submit to the non-exclusive jurisdiction of the courts of New South Wales. Before commencing court proceedings, the parties agree to attempt in good faith to resolve the dispute through negotiation, and if unsuccessful, mediation.
11. Changes to Terms
We reserve the right to update these Terms at any time. Material changes will be communicated via email or website notice. Continued use of our services after changes constitutes acceptance of the revised Terms. For existing projects, the Terms in effect at the time of signing will continue to apply unless otherwise agreed.
12. Contact Information
For questions about these Terms, please contact us at support@auspicate.com.au or +61 406 705 072. Our registered business address is Melbourne, VIC, Australia.