Standard Software Services Terms
Effective from 26 April 2026
These terms cover bespoke software engagements — when we build something specifically for you. They're written to be read alongside a separate written Statement of Work that captures scope, deliverables, and fees for each project. Subscription terms for our products will be supplied separately at signup. Victorian law applies.
1. Definitions and interpretation
In these terms:
- Business Day means a day other than a Saturday, Sunday, or public holiday in Victoria, Australia.
- Coppin Grove Digital, CGD, we, our, or us means Coppin Grove Digital Pty Ltd (ABN 47 693 481 579).
- Customer or you means the party engaging Coppin Grove Digital to provide services under these terms.
- Confidential Information means information disclosed by one party to the other, in any form, that is marked or treated as confidential, or that a reasonable person would understand to be confidential, but excludes information that is public, independently developed, lawfully received from a third party without confidentiality obligation, or required to be disclosed by law.
- Deliverables means the software, code, designs, documentation, configurations, and other tangible outputs produced specifically for the Customer under a Statement of Work.
- Fees means the amounts payable by the Customer for services as set out in the relevant Statement of Work.
- Intellectual Property Rights means all current and future registered and unregistered rights including copyright, patents, designs, trade marks, trade secrets, know-how, and similar rights.
- Background IP means Intellectual Property Rights owned by a party at the commencement of an engagement, or independently developed outside the scope of an engagement.
- Foreground IP means Intellectual Property Rights in the Deliverables produced specifically for the Customer under a Statement of Work.
- Statement of Work or SoW means a written agreement between Coppin Grove Digital and the Customer that describes the scope, deliverables, fees, and any specific terms applicable to a particular engagement.
References to including mean including without limitation. Headings are for convenience only. References to legislation include amendments and successor legislation.
2. Application and order of precedence
2.1 These terms govern all engagements between Coppin Grove Digital and the Customer for bespoke software development services, unless varied by a separately signed written agreement.
2.2 Subscription terms for our products are supplied separately at the point of subscription and are not governed by these terms.
2.3 Where there is inconsistency, the order of precedence is: (a) the relevant Statement of Work (which prevails for matters specific to that engagement); (b) these terms; (c) any Customer purchase order or order form (which is treated as administrative and does not vary these terms unless we expressly accept a variation in writing).
3. Engagement and scope
3.1 Each Project is initiated by a Statement of Work signed by both parties.
3.2 We will perform the services with reasonable care and skill in accordance with the Statement of Work.
3.3 Variations to the Statement of Work require a written change request signed by both parties. We may decline to commence work on a variation until it is approved.
4. Fees and payment
4.1 Fees are charged on a time-and-materials or fixed-fee basis as set out in the Statement of Work.
4.2 Unless the Statement of Work specifies otherwise, fees are invoiced monthly in arrears for time-and-materials work, and at agreed milestones for fixed-fee work.
4.3 Payment is due within 14 days of the date of invoice.
4.4 We may charge interest on overdue amounts at the rate of 2% per month, compounded monthly, accruing daily from the due date.
4.5 All amounts are stated in Australian dollars and are exclusive of GST unless stated otherwise. The Customer must pay GST in addition to the fees on receipt of a tax invoice.
4.6 We may suspend services for non-payment after giving the Customer at least 7 days' written notice of intent to suspend.
5. Customer obligations
5.1 The Customer must provide timely access, decisions, materials, and information necessary for us to perform the services. Delays caused by the Customer's failure to do so may extend timelines and increase fees, and we are not responsible for the resulting impact on the engagement.
5.2 The Customer warrants that information supplied to us is accurate, complete, and current, and that the Customer has the authority to supply it.
5.3 The Customer is responsible for backups of any Customer data held on systems controlled by the Customer.
6. Subcontracting and personnel
6.1 We may engage subcontractors and agents to perform any part of the services. We remain responsible for their performance and ensure that they are bound by confidentiality obligations no less protective than these terms.
6.2 We may substitute personnel assigned to an engagement, provided that any replacement has appropriate skills and experience to perform the role.
7. Intellectual property
7.1 Each party retains ownership of its Background IP. Nothing in these terms transfers ownership of Background IP between the parties.
7.2 Subject to clause 7.4, Foreground IP vests in the Customer on payment in full of the Fees applicable to the relevant Deliverable. We assign all of our right, title, and interest in such Foreground IP to the Customer on payment, and we will execute any documents reasonably necessary to give effect to that assignment.
7.3 Until full payment is received, Foreground IP remains owned by us, and the Customer is granted a non-exclusive, non-transferable, revocable licence to use the Deliverables solely for the purposes of evaluating and accepting them.
7.4 We retain ownership of, and Foreground IP does not include, our generic tools, libraries, frameworks, components, methodologies, and reusable code that we develop independently or use across multiple engagements (Reusable Components). The Customer is granted a perpetual, irrevocable, royalty-free, worldwide, non-exclusive licence to use, reproduce, and modify the Reusable Components solely as embedded in the Deliverables.
7.5 We may use anonymised, non-identifying learnings from engagements to improve our services and our Reusable Components.
8. Software warranties
8.1 We warrant that the services will be performed with reasonable care and skill, and that the Deliverables will substantially conform to the requirements set out in the Statement of Work for a period of 30 days following acceptance (Warranty Period).
8.2 If a Deliverable does not substantially conform during the Warranty Period and the Customer notifies us of the non-conformance in writing, our sole obligation, and the Customer's sole remedy, is to re-perform or correct the affected services or Deliverable.
8.3 To the extent permitted by law, all other warranties, conditions, and representations are excluded.
9. Acceptance
9.1 Acceptance criteria for Deliverables are set out in the Statement of Work.
9.2 The Customer must notify us in writing of any non-conformance within 10 Business Days of delivery.
9.3 If no notice of non-conformance is received within that period, or if the Customer uses the Deliverable productively in its business, the Deliverable is deemed accepted.
10. Confidentiality
10.1 Each party must hold the other's Confidential Information in confidence, use it only for the purposes of the engagement, and not disclose it to third parties except to its personnel and advisers on a need-to-know basis under equivalent obligations of confidence.
10.2 The obligations in this clause survive termination for a period of 5 years.
11. Privacy and data handling
11.1 Both parties must comply with applicable privacy laws.
11.2 Our Privacy Policy is incorporated by reference and governs our handling of personal information.
11.3 The Customer warrants that it has obtained all necessary consents and authorisations to share with us any personal information it provides under the engagement, and that our processing of that information as contemplated by the Statement of Work is lawful.
11.4 The Customer authorises our processing as set out in the Authority & Acknowledgement.
12. Australian Consumer Law
12.1 Nothing in these terms excludes, restricts, or modifies any consumer guarantee under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) that cannot be excluded, restricted, or modified by agreement.
12.2 Where a non-excludable consumer guarantee applies and we are entitled to limit our liability for breach of it, our liability is limited, to the extent permitted by law, to the supplying of the services again or the payment of the cost of having the services supplied again.
13. Limitation of liability
13.1 Subject to clauses 13.3 and 12, our aggregate liability arising out of or in connection with these terms or any Statement of Work — whether in contract, tort (including negligence), under statute, or otherwise — is limited to the total fees paid by the Customer to us under the relevant Statement of Work in the 12 months immediately preceding the event giving rise to the liability.
13.2 Subject to clauses 13.3 and 12, neither party is liable to the other for indirect, consequential, special, exemplary, or punitive losses, including loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, or loss of data beyond reasonable restoration cost.
13.3 The limitations and exclusions in clauses 13.1 and 13.2 do not apply to: (a) liability for breach of confidentiality; (b) liability for fraud or wilful misconduct; (c) liability that cannot be limited or excluded under applicable law (including non-excludable consumer guarantees).
14. Indemnities
14.1 The Customer indemnifies Coppin Grove Digital against losses, claims, damages, costs (including reasonable legal costs), and expenses arising from or in connection with: (a) inaccurate or incomplete information supplied by the Customer; or (b) third-party claims arising from the Customer's use of Deliverables in breach of these terms or applicable law.
14.2 The indemnity in clause 14.1 does not apply to losses caused by our negligence, fraud, or wilful misconduct.
15. Insurance
15.1 We maintain professional indemnity insurance and public liability insurance with reputable insurers in amounts reasonably appropriate to our business. Specific cover amounts are available on request.
16. Term and termination
16.1 These terms apply from the date of the first Statement of Work and continue until terminated.
16.2 Either party may terminate an engagement for material breach by giving 30 days' written notice, if the breach is not remedied within that period.
16.3 Either party may terminate immediately on written notice if the other party becomes insolvent, enters administration, has a receiver appointed, or is subject to a winding-up order.
16.4 We may suspend services for non-payment in accordance with clause 4.6 and may terminate if non-payment continues for 30 days after suspension.
17. Effects of termination
17.1 On termination, the Customer must pay for services performed and Deliverables produced up to the termination date.
17.2 We will deliver work-in-progress for paid work, in the form in which it exists at termination.
17.3 The following clauses survive termination: 4 (in respect of unpaid amounts), 7 (Intellectual property — for Deliverables paid for), 10 (Confidentiality), 12 (Australian Consumer Law), 13 (Limitation of liability), 14 (Indemnities), 18 (Notices), 20 (General).
18. Notices
18.1 Notices under these terms must be given by email to designated representatives or by pre-paid post to the registered address of the recipient.
18.2 An email notice is deemed received on the Business Day after it is sent, unless the sender receives a delivery-failure notification.
19. Force majeure
19.1 Neither party is liable for delay or failure to perform an obligation (other than payment of fees) caused by an event outside its reasonable control, provided the affected party gives prompt notice and uses reasonable endeavours to mitigate the effect of the event.
20. General
20.1 These terms, together with the relevant Statement of Work, are the entire agreement between the parties on their subject matter, and supersede prior agreements, representations, and understandings.
20.2 If any provision is unenforceable, it is severed and the remaining provisions continue in force.
20.3 No delay or omission in exercising a right operates as a waiver. A waiver must be in writing.
20.4 The Customer may not assign or novate its rights or obligations without our written consent. We may assign or novate to any member of the Coppin Grove Holdings group on written notice.
20.5 These terms are governed by the laws of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria.
Questions about this document? hello@coppingrovedigital.com.au