Terms of Service

Effective Date: [06/05/2026]
Business Name: eGeneration Pty Ltd (“eGeneration”, “we”, “us”, “our”)
Website: https://egeneration.com.au/

These Terms govern the provision of services by eGeneration to any client (“Client”, “you”). By engaging us, accepting a proposal, or using our services, you agree to these Terms.

1. Structure of Agreement

1.1 These Terms apply to all services provided by eGeneration.
1.2 Each engagement will be defined in a Statement of Work (SOW), proposal, or quote.
1.3 If there is any inconsistency:

• SOW / Proposal overrides these Terms
• These Terms override website content

2. Services

We provide services including (but not limited to):

• Custom software development
• Legacy system modernisation
• Web and eCommerce development
• Cloud services and infrastructure
• Application support and maintenance
• Data, dashboards, and reporting

All services will be performed with reasonable skill and care.

3. Client Responsibilities

You agree to:

• Provide timely access to systems, data, and personnel
• Ensure accuracy of requirements and approvals
• Obtain all necessary third-party licences
• Provide feedback and approvals within agreed timeframes

Delays caused by the Client may result in timeline and cost adjustments.

4. Fees and Payment

4.1 Fees are as set out in the SOW or proposal.
4.2 Unless otherwise agreed:

• Invoices are payable within 7–14 days
• Late payments may incur interest (e.g. 2% per month)
• We may suspend services for non-payment

4.3 All fees are exclusive of GST unless stated otherwise.

5. Change Requests

Any changes to scope must be agreed in writing.
We may:

• Re-estimate timelines and costs
• Pause work until changes are approved

6. Intellectual Property

6.1 Pre-Existing IP

Each party retains ownership of IP developed prior to the engagement.

6.2 eGeneration IP (Reusable Components)

We retain ownership of:

• Frameworks, libraries, tools, templates
• Generic code, architecture, and methodologies

We grant the Client a perpetual, non-exclusive licence to use these as part of the delivered solution.

6.3 Client IP (Custom Deliverables)

Upon full payment:

• The Client owns custom-developed deliverables created specifically for them

6.4 Third-Party IP

Any third-party software remains subject to its own licensing terms.

7. Data Protection & Privacy

We will:

• Take reasonable steps to protect Client data
• Use data only for service delivery

The Client is responsible for:

• Data accuracy
• Legal rights to provide data
• Compliance with applicable privacy laws

8. Confidentiality

Both parties agree to:

• Keep confidential information secure
• Not disclose it to third parties without consent

This obligation survives termination.

9. Warranties

We warrant that:

• Services will be performed with reasonable skill and care

Except as expressly stated:

• No guarantees are provided regarding specific outcomes
• No warranty that systems will be error-free or uninterrupted

10. Support & Service Levels

Where support is included:

• Response and resolution times will be defined in the SOW
• Support applies only to agreed environments and scope

Out-of-scope work will be billed separately.

11. Third-Party Services

We are not responsible for:

• Hosting providers, cloud platforms, APIs, or plugins
• Changes, outages, or pricing of third-party services

Examples include (but not limited to):

• AWS, Azure, Google Cloud
• WordPress plugins/themes
• Payment gateways

12. Limitation of Liability

To the maximum extent permitted by law:

12.1 We are not liable for:

• Indirect or consequential loss
• Loss of profits, revenue, or data
• Business interruption

12.2 Our total liability is limited to:

• The fees paid by the Client in the previous 12 months

12.3 Nothing excludes rights under the Australian Consumer Law.

13. Indemnity

You agree to indemnify eGeneration against any claims arising from:

• Your misuse of deliverables
• Breach of third-party licences
• Unlawful or improper use of systems

14. Term & Termination

14.1 Term

Agreement continues for the duration of the SOW.

14.2 Termination for Convenience

Either party may terminate with 14–30 days written notice (unless otherwise agreed).

14.3 Termination for Cause

We may terminate immediately if:

• Payment is overdue
• There is breach of terms
• There is unlawful or abusive conduct

14.4 On Termination

• All outstanding invoices become payable
• Work completed to date is billable
• Licences granted remain subject to payment

15. Suspension of Services

We may suspend services if:

• Payments are overdue
• Access or cooperation is not provided
• There is risk to systems or compliance

16. Force Majeure

We are not liable for delays caused by events beyond reasonable control, including:

• Natural disasters
• Internet or infrastructure failures
• Government actions

17. Non-Solicitation

The Client agrees not to directly hire or solicit eGeneration staff involved in the project for a period of 6–12 months without consent.

18. Governing Law

This Agreement is governed by the laws of New South Wales, Australia.
Disputes are subject to NSW courts.

19. General

• This Agreement constitutes the entire agreement
• Any amendments must be in writing
• Failure to enforce any provision does not waive rights