1. Acceptance of Terms & Entity
These Terms & Conditions ("Terms") are issued by Soflogy Pty Ltd ("Soflogy," "the Company," "We," "Us," "Our"), registered office at Level 7, 88 Phillip Street, Sydney, NSW 2000, Australia, the global headquarters of the Soflogy group. By accessing our website, submitting a project enquiry, or signing a Statement of Work ("SOW"), you ("Client," "You") agree to be bound by these Terms. If you do not agree, do not use our Service or engage us.
2. Definitions
| Service | The Soflogy website, client portal, and any software development, design, marketing, or consulting engagement delivered under an SOW. |
|---|---|
| SOW | A Statement of Work, quote, proposal, or invoice accepted by the Client that sets out project scope, milestones, timeline, and fees. |
| Deliverables | Any code, design files, documents, or other work product produced by Soflogy under an SOW. |
| Client / You | The individual or entity engaging Soflogy's services or browsing our Service. |
3. Services & Statements of Work
Each engagement is governed by its own SOW, which forms part of, and is read together with, these Terms. In the event of a direct conflict between an SOW and these Terms, the SOW prevails only to the extent of that conflict. Soflogy reserves the right to decline any project enquiry at its sole discretion.
4. Client Obligations
- Provide timely access to content, credentials, assets, and feedback reasonably required to deliver the project.
- Respond to milestone approval requests within 5 business days; deliverables not rejected in writing within this period are deemed approved.
- Ensure any content, trademarks, or materials supplied to Soflogy do not infringe third-party rights.
- Make payments in accordance with the schedule set out in the SOW.
5. Fees, Invoicing & Payment Terms
Fees are as stated in the SOW and are exclusive of GST unless otherwise noted; GST is added where applicable. Invoices are due within 7 days of issue unless a different term is stated in the SOW. Late payments accrue interest at 2% per month or the maximum rate permitted by law, whichever is lower, and Soflogy may suspend work without liability until overdue amounts are paid in full.
6. Project Milestones & Refund Policy
6.1 Milestone Structure
All engagements are delivered against milestones (Discovery, Design, Development, UAT/Testing, Delivery) defined in the applicable SOW, each representing a fixed percentage of total project value.
6.2 Non-Refundable Threshold
Once a project reaches, or the Client approves, 25% of total project completion — measured by milestones invoiced, hours logged, or deliverables approved, whichever occurs first — all fees paid or invoiced to that point become final and non-refundable, regardless of the reason for cancellation, termination, or dissatisfaction, except where a non-excludable statutory guarantee applies (6.7).
6.3 Cancellation Before the 25% Threshold
Cancellations before the threshold may qualify for a partial, prorated refund of unused fees, less: (a) a non-refundable deposit of 15% of total contract value; (b) an administrative processing fee; and (c) the value of work-in-progress and third-party costs already committed.
6.4 No-Refund Circumstances
- Client-side delay or non-responsiveness causing stagnation beyond 30 consecutive days.
- Scope changes requested after milestone sign-off.
- Client breach of payment terms under the SOW.
- Deliverables approved and later disputed without a documented, reproducible defect reported within the applicable warranty window.
- Cancellation following completion of any milestone beyond the 25% threshold.
6.5 Chargebacks & Payment Disputes
Initiating a chargeback without first completing our internal Dispute Resolution process (§15) is a material breach of the SOW. We may suspend services, refer the account to collections, and recover associated costs.
6.6 Ownership of Deliverables Pending Payment
Deliverables remain the property of Soflogy until full and final payment is received. Partial payment grants no licence or ownership in incomplete or delivered work product.
6.7 Australian Consumer Law Carve-Out
Nothing in this Section excludes, restricts, or modifies any guarantee under the Australian Consumer Law (Schedule 2, Competition and Consumer Act 2010 (Cth)) that cannot lawfully be excluded, including the guarantee of due care and skill. Such rights prevail over this Section to the extent of any inconsistency.
7. Intellectual Property Rights
Upon receipt of full and final payment, ownership of the final, agreed Deliverables transfers to the Client, excluding any pre-existing Soflogy tools, frameworks, libraries, or know-how, which remain Soflogy's property and are licensed to the Client for use in connection with the Deliverables. Soflogy may showcase completed work in its portfolio and marketing materials unless the SOW specifies otherwise in writing.
8. Confidentiality
Each party agrees to keep the other's confidential information secret and to use it only for the purposes of the engagement, for a period of 3 years following disclosure. This clause does not apply to information that is public, independently developed, or required to be disclosed by law.
9. Acceptable Use
You must not use our Service to transmit unlawful, infringing, or malicious content, attempt unauthorised access to our systems, or reverse-engineer any Soflogy software. We may suspend or terminate access for any breach of this Section.
10. Warranties & Disclaimers
Soflogy warrants that Deliverables will materially conform to the agreed SOW specification for 30 days following delivery ("Warranty Period"), during which Soflogy will remedy documented defects at no additional cost. Outside the Warranty Period, or for issues caused by Client modifications, third-party integrations, or hosting environments outside our control, remedial work is chargeable at our standard rates. Except as expressly stated, the Service is provided "as is," and all other warranties are excluded to the maximum extent permitted by law, subject to any non-excludable consumer guarantee under the Australian Consumer Law.
11. Limitation of Liability & Indemnity
To the maximum extent permitted by law, Soflogy's total aggregate liability arising from the Service, these Terms, or any SOW is limited to fees paid by the Client in the three months preceding the claim. Soflogy is not liable for indirect, incidental, or consequential damages, including loss of profits, revenue, or data.
You agree to indemnify Soflogy, its officers, employees, and contractors against any claim or expense arising from your breach of these Terms, misuse of the Service, or materials you supply, save to the extent liability cannot be excluded under the Australian Consumer Law.
12. Termination
Either party may terminate an SOW for material breach not remedied within 14 days of written notice. On termination, Section 6 (Project Milestones & Refund Policy) governs any amounts owing, and Sections 6.6, 7, 8, 11, 14, and 15 survive termination.
13. Force Majeure
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, internet or utility outages, pandemics, or government action, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.
14. Governing Law
These Terms are governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.
15. Dispute Resolution
Before litigation, the parties agree to attempt good-faith negotiation for 14 days, followed if unresolved by mediation in Sydney, NSW. This clause does not prevent either party seeking urgent injunctive relief.
16. Changes to These Terms
We may update these Terms periodically. Material changes will be notified via email or a prominent notice on our Service prior to taking effect, with the "Last Updated" date revised accordingly. Continued use of the Service after changes take effect constitutes acceptance.
17. Contact
Questions about these Terms: soflogy.com/contact-us.php.