Terms and Conditions of Sale

1. Legal Agreement

1. These Terms and Conditions apply to all Goods and Services supplied by MuTech Solutions Pty Ltd (ABN 71 688 426 477) trading as MuTech (“MuTech”).
2. The agreement between MuTech and the Customer (“Service Agreement”) consists solely of:
a. These Terms and Conditions; and
b. The applicable Scope of Works/Proposal or Quote.
3. Any terms provided by the Customer do not apply unless expressly agreed in writing by a Director of MuTech.
4. The Effective Date is the date the Scope of Works/Proposal is deemed accepted under clause 17.

2. Definitions

Business Day – A day banks are open in Western Australia excluding weekends and public holidays.

Customer – The entity purchasing Goods and/or Services from MuTech.

Fees – Amounts payable under the Scope of Works/Proposal.

Goods – Any digital assets, software, systems or materials supplied.

Services – Development, consulting, integration, hosting, training, support or related services.

Minimum Viable Product (MVP) – The initial agreed version of the software containing the core functionality outlined in the Scope of Works/Proposal, delivered through one or more Sprints for production deployment, excluding future enhancements unless agreed in writing.

Scope of Works/Proposal – The written proposal, scope of work, or quote issued by MuTech outlining scope, fees and assumptions.

Third-Party Services – External software, APIs, hosting providers, AI systems or infrastructure not controlled by MuTech.

Feature – Means a distinct item of functionality, capability, workflow, integration, or behaviour that requires development effect to design, build, configure or implement

Enhancement – Means a modification, improvement, refinement or extension to an existing Feature

Bug – Means a reproducible defect in the software that causes it to materially fail to perform substantially in accordance with the functionality described in the Feature

Issue –Means a reported problem, behaviour, or system outcome that may require investigation but does not necessarily constitute a Bug.

Sprint – Means a defined development period during which MuTech allocates developer resources to implement agreed backlog items in accordance with the Scope of Works.

Urgent Request – Means a support request that materially impacts the Customer’s ability to operate its core business systems and is clearly identified as “Urgent” in accordance with this Agreement.

Material Change – Means a change that significantly alters system architecture, workflow logic, automation behaviour, integrations or scope

3. Provision of Services

MuTech will provide Services with due care, skill and professionalism appropriate to an expert provider.
MuTech will determine delivery methodology unless otherwise agreed.
MuTech will comply with applicable law and reasonable industry standards.
MuTech will take reasonable steps to restrict software access to authorised users.
MuTech will comply with lawful Customer directions within agreed scope.
MuTech must notify Customer promptly of issues affecting delivery
MuTech will maintain reasonable internal records of labour, development time and expenses incurred in the provision of Goods and Services.
1. Customer acknowledges that:
  - Billable time may include work performed outside Customer platforms, including but not limited to development environments, testing systems, research, documentation, planning, internal meetings and third-party systems;
  - Login activity logs, access timestamps or system usage reports from Customer platforms do not represent a complete or accurate record of work performed by MuTech;
  - MuTech’s internal time records and invoicing records constitute sufficient evidence of labour performed unless manifest error is demonstrated
2. Customer may request a reasonable summary of time allocation, but MuTech is not required to provide raw system logs, source code timestamps, or internal development artefacts.

4. Customer Responsibilities

Customer is responsible for the accuracy and completeness of all information provided.
Customer must provide timely access to systems, personnel and third parties required for delivery.
Customer must notify MuTech promptly of issues affecting delivery.
Customer must act reasonably, respectfully and in good faith.

5. Fees, Invoicing & Payment

Fees are as outlined in the Scope of Works/Proposal.
Invoices are payable within seven (7) days unless otherwise agreed.
Sprint Zero acts as project acceptance and deposit.
1. It is expected that MuTech may reserve and allocate development time in anticipation of project commencement
Work outside scope is chargeable.
If an invoice is overdue, MuTech may:
1. Suspend Services;
2. Suspend access to hosted systems where unpaid beyond sixty (60) days.
Undisputed portions of disputed invoices must be paid.

6. Sprints & Development Model

MuTech delivers development using Agile Sprints.
Each Sprint:
1. Is scoped before commencement;
2. Is invoiced prior to start;
3. Represents a reasonable amount of developer resources determined by project complexity and scope.
Sprint estimates are indicative only and are not fixed-price quotes unless expressly stated in writing.
MuTech does not accept fixed-price engagements unless agreed in writing.
Sprints are non-refundable once commenced.
Sprint Zero is non-refundable once commenced.
Sprints will commence once it approaches the scheduled time, and the invoice has been issued.
Additional backlog items, Features or Enhancements may require additional Sprints.
1. The MVP will remain the original backlog items before adjustment, unless agreed by Both Parties
Urgent or expedited work are billed at 150% of standard rates.
MuTech will provide reasonable access to:
1. project, backlog and issue trackers
2. support software to lodge support requests or access documentation.
Where applicable, MuTech may provide read-only access to a Git repository for source materials and code. All source materials and code remain subject to Clause 8 (Intellectual Property).
A two-week post-delivery bug review period applies to the initial MVP only.
1. This review period:
  - Applies only to Bugs as defined in this Agreement;
  - Does not apply to Annuity Services, or Support Work, or Ad-Hoc Developmen
  - Does not apply to Features or Enhancemen
2. If an Issue raised during the review period is determined by MuTech (acting reasonably) to be a Feature or Enhancement request, additional development time may be required and may be billed accordingly.
3. The Customer must notify MuTech in writing within the review period of any alleged Bugs.
4. If the Customer requires a reasonable extension to the review period due to exceptional circumstances, the Customer must notify MuTech before expiry of the review period. Any extension is at MuTech’s discretion.
5. If no Bugs are reported within the review period, the MVP will be deemed accepted.

7. Annuity Support & Retainers

Support services are limited strictly to the scope outlined in the applicable Scope of Works/Proposal.
Any included monthly support hours:
1. Are limited to the agreed allocation for that billing period;
2. Do not roll over to future billing periods;
3. Are forfeited if unused.
Urgent or expedited support requested by the Customer may be billed at 150% of MuTech’s standard hourly rate.
MuTech will use reasonable endeavours to respond to Urgent requests within nine (9) hours, or within four (4) business hours during the work week.
MuTech will endeavour to respond to Non-Urgent request within one (1) business day
Urgent requests must be clearly labelled in the email subject, or clearly stated as Urgent or Time-Critical
Response times are targets only and do not constitute guaranteed service levels unless expressly agreed in writing.
Every fortnight you will receive a report summarising:
1. Open and closed tickets;
2. Recommendations for improvement (if applicable);
3. Planned follow-up actions;
4. We may change the frequency of these reports with prior written approval from both parties.
Notice periods apply as outlined in the Scope of Works.
MuTech may suspend support for non-payment.
Where support hours used in a billing period exceed the included monthly allocation:
1. Excess hours are billable at MuTech’s prevailing hourly rate unless otherwise agreed;
2. MuTech may, at its discretion, issue an additional invoice for excess hours at the end of the billing period;
3. MuTech may elect not to immediately invoice excess hours, however such election does not constitute a waiver of the right to invoice those hours;
4. Any outstanding excess hours remain payable upon termination of the retainer.
Any work requested by the Customer that falls outside the agreed Scope of Works for the applicable support period will require a separate Quote for Works/Scope of Works/Proposal.

8. Intellectual Property

MuTech retains ownership of all Background IP, including but not limited to:
1. frameworks, libraries, tools, templates, architectures, integrations;
2. methodologies, pre-existing code and materials, know how and trade secrets.
Nothing in this Agreement transfers ownership of Background IP to the Customer.
Subject to full payment of all Fees, MuTech grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to use the deliverables created under the applicable Scope of Works for the Customer’s internal business purposes only.Customer retains ownership of its data and content.
Except as expressly permitted in writing, the Customer must not:
1. Copy, reproduce or distribute the software or deliverables;
2. Modify, adapt or create derivative works;
3. Reverse engineer, decompile or disassemble the software;
4. Sub-license, assign, transfer or commercially exploit the software;
5. Provide access to third parties except employees and contractors for internal use.
The Customer retains ownership of all data, content and materials provided by the Customer. MuTech may use such data solely for the purpose of performing its obligations under this Agreement.
This clause applies regardless of:
1. Hosting location;
2. Whether hosting is managed by MuTech, the Customer or a third party;
3. Whether development or support is ongoing or terminated.
Termination of hosting or support does not transfer ownership of Background IP.
Licence automatically terminates if Fees remain unpaid beyond 60 days.

9. Data Ownership and Responsibility

The Customer retains ownership of all data, content and materials stored within or entered into systems used under this Agreement.
Ownership of software, systems, code, frameworks, integrations and technology developed by MuTech is governed by Clause 8 (Intellectual Property).
The Customer is solely responsible for:
1. The accuracy, completeness and legality of all data entered into systems;
2. Compliance with all applicable privacy, data protection and regulatory obligations.
MuTech is not responsible for any loss, liability or damage arising from incorrect, incomplete or unlawful Customer data.
MuTech does not draft legal, compliance or operational documents in their entirety unless expressly agreed in writing.
1. The Customer must:
  1. Provide draft content; or
  2. Review and approve example templates provide by MuTech
2. Customer remains responsible for final wording, compliance and suitability.
MuTech may use Customer data solely for the purpose of performing its obligations under this Agreement.

10. Workflow Approval

The Customer must review and approve proposed workflows, integrations and automation logic prior to deployment where such approval is reasonably requested by MuTech.
Once approved (whether expressly or deemed under this clause), MuTech is not responsible for outcomes resulting from the approved workflows, including downstream business, operational or financial impacts.
MuTech is not responsible for integration failures or unintended outcomes caused by:
1. Customer configuration changes;
2. Incorrect permissions or access controls;
3. Third-party behaviour, updates or outages;
4. Data inconsistencies or user input errors.
Where MuTech implements:
1. Minor configuration adjustments;
2. Bug Fixes;
3. Small Enhancements;
4. Non-material workflow requirements
  MuTech may notify the Customer of the Changes.
  
  If no written objection is received within three (3) business days of such notification, the changes will be deemed approved.
For material changes, including and at MuTech’s discretion:
1. New Features;
2. Architectural modifications;
3. Material workflow redesigns;
4. Significant automation logic changes;
  MuTech may require written approval prior to development or deployment.
  
  MuTech may pause or suspend work relating to the affected scope until such approval is received.
Where implementation requires minor technical or configuration decisions and clarification is not provided within three (3) Business Days of written request:
1. MuTech may proceed using a commercially reasonable approach consistent with the agreed Scope of Works; and
2. The implemented approach will be deemed accepted unless the Customer; and
3. MuTech will notify the Customer of the timeline, and the decided approach in the original written request.

11. Third-Party Software, APIs & Infrastructure

Services may rely on Third-Party Services.
MuTech is not responsible for any loss, delay, disruption or failure arising from or related to Third-Party Services, including but not limited to:
1. Outages and downtime;
2. API changes or deprecations;
3. Model updates or behavioural changes;
4. Feature removal or limitations;
5. Rate limits or throttling;
6. Pricing changes;
7. Security incidents or breaches within third-party systems.
Where a Third-Party Service materially changes required functionality, MuTech may require additional development time and fees to restore or modify integration functionality.
Customer is responsible for lawful authority to transmit data to third parties.
MuTech does not guarantee data residency, jurisdictional control or third-party security standards unless expressly agreed.
The use of Third-Party Services will be confirmed, with each service named in the Scope of Work/Proposal
Identification of a Third-Party Service does not constitute a warranty of its performance, availability or suitability beyond its publicly stated specifications.

12. Artificial Intelligence & Automated Outputs

AI outputs are probabilistic and may contain inaccuracies.
AI-generated content must be reviewed by a competent human before reliance.
AI outputs are assistive tools only and do not constitute legal, financial, compliance, medical or professional advice.
MuTech is not liable for decisions made based on AI outputs.

13. Cybersecurity, Backup & Disaster Recovery

MuTech will implement and maintain reasonable administrative, technical and organisational safeguards consistent with industry standards appropriate to the nature and scale of the Services.
Where MuTech manages hosting, it will maintain reasonable backup and recovery procedures. Recovery objectives are not guaranteed unless expressly agreed.
Where infrastructure is Customer-managed or third-party managed, backup responsibility lies with Customer.
No system is entirely secure. MuTech does not guarantee protection from all cyber threats.

14. Professional Conduct

Parties must act professionally and respectfully.
MuTech may suspend or terminate Services at anytime where Customer engages in abusive, threatening or unreasonable conduct.
MuTech may refuse to implement changes that may cause unlawful or unethical outcomes.

15. Liability & Limitation

Each Party indemnifies the other for direct loss arising from:
1. Reckless or wilful misconduct;
2. Breach of law;
3. Breach of confidentiality.
To the maximum extent permitted by law, MuTech’s total aggregate liability arising out of or in connection with the Service Agreement, whether in contract, tort (including negligence), statute or otherwise, is limited to the total Fees paid by the Customer in the three (3) months immediately preceding the event giving rise to the claim.
The liability cap applies collectively to all claims, whether in contract, tort (including negligence), statute or otherwise.
Neither Party is liable for:
1. Loss of profit;
2. Loss of revenue;
3. Loss of opportunity;
4. Business interruption;
5. Loss of goodwill;
6. Indirect or consequential loss.
  even if such loss was foreseeable.
Nothing in this clause limits liability for:
1. Fraud;
2. Wilful misconduct;
3. Liability that cannot be excluded under applicable law.

16. Confidentiality

“Confidential Information” means any non-public information disclosed by one Party to the other, including business information, financial data, system architecture, source code, customer data, client or end-user data, credentials and operational workflows.
Each Party must:
1. Keep Confidential Information secure;
2. Not disclose it except as permitted;
3. Use it solely to perform obligations under this agreement.
MuTech will not share Customer information or Customer’s client or end-user information with third parties except as permitted under this clause.
Confidential Information may be disclosed:
1. To employees, contractors or subcontractors where required to deliver the Services;
2. To professional advisers;
3. Where required by law.
Such persons must be subject to confidentiality obligations.
Confidential Information does not include information that is publicly available, previously known, or independently developed.

17. Variation

These Terms apply to the Service Agreement in effect at the time the applicable Scope of Works/Proposal is accepted.
1. A Scope of Works/Proposal is deemed accepted upon the earliest of:
2. Written acceptance by the Customer;
3. Electronic acceptance;
4. Payment of a deposit, Sprint Zero fee or any invoice issued in connection with the Scope of Works;
5. Request for MuTech to commence work;
Continued engagement of MuTech following issuance of the Scope of Works.
The Service Agreement for a specific Scope of Works may only be varied by written agreement signed by both Parties.
MuTech may update or amend these Terms for future engagements by:
1. Publishing updated Terms on its website; or
2. Providing written notice to the Customer.
Updated Terms will apply to:
1. Any new Scope of Works/Proposal accepted after the date of publication or notice;
2. Any new Sprint, renewal, retainer period or additional Services commenced after that date.
Acceptance of updated Terms may be evidenced by:
1. Acceptance of a new Scope of Works/Proposal;
2. Payment of an invoice issued for Services commenced after the updated Terms were published or notified;
3. Continued engagement of MuTech for new Services after notice of the update.
Updated Terms do not retroactively apply to previously completed Services or fully performed Sprints unless expressly agreed in writing.

18. Termination

Either Party may terminate the Service Agreement by written notice if the other Party:
1. Commits a material breach of this Agreement; and
2. Fails to remedy that breach within fourteen (14) days of written notice requiring it to do so.
MuTech may terminate the Service Agreement immediately upon written notice if the Customer:
1. Fails to pay any invoice within fourteen (14) days of its due date;
2. Becomes insolvent, enters liquidation or administration;
3. Engages in unlawful, abusive or threatening conduct;
4. Breaches Clause 8 (Intellectual Property) or Clause 16 (Confidentiality).
Either Party may terminate an agreement for any reason with at least, whatever is greater:
1. The notice period as specified in their Scope of Work/Proposal; or
2. thirty (30) days
Upon termination:
1. All unpaid invoices become immediately due and payable;
2. The Customer must pay for all Services performed up to the termination date, including work in progress;
3. Any reserved Sprint or development time already scheduled may be chargeable;
4. Any excess retainer hours incurred but not yet invoiced remain payable;
5. Access to hosted systems, software or Services may be suspended or revoked.
MuTech may, at its discretion, refund Fees for Services that have not commenced and where no licences, infrastructure, third-party costs or development resources have been allocated.
1. Deposits and commenced Sprints are non-refundable unless otherwise agreed in writing.

19. Non-Exclusive

The engagement is non-exclusive.

20. Waiver

Failure to enforce rights does not constitute waiver.

21. Severability

Invalid provisions do not affect the remainder of the agreement.

22. Governing Law

This Agreement is governed by the laws of Western Australia.

23. Survival

Clauses relating to:
1. Intellectual Property;
2. Confidentiality;
3. Liability & Limitation;
4. Payment obligations;
5. Data ownership;

survive termination of the Service Agreement.