Terms of Service

These Terms of Service ("Terms") govern your use of services provided by SimianSphere Pty Ltd (ABN 67 480 871 519) ("SimianSphere", "we", "us", "our"). By engaging our services, you ("Client", "you", "your") agree to be bound by these Terms.

If you do not agree to these Terms, do not engage our services. For specific project work, these Terms are supplemented by individual project agreements or statements of work.

1. Services

SimianSphere operates two complementary service arms:

• Product Studio: Custom software development, SaaS products, data engineering, and technical consulting
• Digital Agency: Web development, marketing automation, growth marketing, and digital consulting

Services are delivered under one of three engagement models: Projects (fixed scope), Retainers (ongoing support), or Outcome-based partnerships (revenue share or performance fees). Specific terms for each engagement will be outlined in individual agreements.

2. Engagement and Acceptance

Engagement begins when you accept a proposal, statement of work, or contract from SimianSphere. Acceptance may be indicated by:

• Signing a written agreement or statement of work
• Making payment as outlined in the proposal
• Authorising commencement of work via email or other written communication

3. Payment Terms

3.1 Fees and Invoicing

Fees are specified in individual project agreements or proposals. Unless otherwise agreed, invoices are issued:

• Projects: 50% deposit upfront, 50% on completion, or milestone-based payments
• Retainers: Monthly in advance at the start of each billing cycle
• Outcome-based: As specified in the partnership agreement

3.2 Payment Due Date

Payment is due within 14 days of invoice date unless otherwise specified. Overdue payments may incur interest at the rate of 10% per annum or the maximum rate permitted by law.

3.3 Currency and GST

All fees are quoted in Australian Dollars (AUD) and include GST unless otherwise stated. Clients are responsible for any bank fees, international transfer charges, or currency conversion costs.

4. Client Responsibilities

To facilitate service delivery, you agree to:

• Provide timely access to necessary information, systems, and stakeholders
• Respond to requests for feedback or approvals within agreed timeframes
• Ensure all content, materials, and assets provided do not infringe third-party rights
• Maintain confidentiality of login credentials and system access
• Comply with applicable laws and regulations in your use of our deliverables

5. Privacy and Data Usage

We commit to the following principles:

• No third-party sharing: We do not sell, rent, trade, or share your personal information with third parties for their marketing purposes without your explicit consent.
• Marketing communications: We may send you updates about our services, case studies, and industry insights. You may opt out at any time.
• Limited disclosure: We only share data with trusted service providers (hosting, payments, email) who are contractually obligated to protect it.
• Privacy by design: We collect only what we need, store it securely, and comply with Australian privacy laws.

For full details, please read our Privacy Policy , which forms part of these Terms.

6. Intellectual Property

6.1 Client-Owned IP

Upon full payment, you own the intellectual property rights to custom work created specifically for you, including designs, code, and content developed under the engagement. This excludes pre-existing materials, third-party components, and proprietary tools.

6.2 SimianSphere-Owned IP

SimianSphere retains ownership of:

• Pre-existing intellectual property, methodologies, frameworks, and proprietary tools
• Open-source libraries, third-party components, and licensed software used in deliverables
• General knowledge, skills, and experience gained during the engagement

6.3 Third-Party IP

Where deliverables include third-party components (e.g., open-source libraries, stock images, fonts), those components remain subject to their respective licences. You are responsible for ensuring compliance with third-party licence terms.

7. Warranties and Disclaimers

7.1 Our Warranties

We warrant that:

• Services will be performed with reasonable care and skill
• Work will substantially conform to specifications outlined in the project agreement
• We hold necessary rights to deliver services and grant licences as specified

7.2 No Other Warranties

Except as expressly stated, services are provided "as is" without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that deliverables will be error-free, uninterrupted, or meet all your requirements.

8. Limitation of Liability

To the maximum extent permitted by law, SimianSphere's total liability for any claim arising from these Terms or our services is limited to the fees paid by you for the specific services giving rise to the claim.

We are not liable for indirect, incidental, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities, even if advised of the possibility of such damages.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under Australian law, including liability for fraud, gross negligence, or death or personal injury caused by our negligence.

9. Confidentiality

Both parties agree to keep confidential information received during the engagement confidential and not disclose it to third parties without prior written consent, except:

• To employees, contractors, or advisors who need to know
• When required by law or court order
• Information that is publicly available or independently developed

This obligation survives termination of the engagement for a period of 3 years.

10. Termination

10.1 Termination for Convenience

Either party may terminate a project or retainer with 14 days' written notice. Upon termination, you will pay for all work completed to the date of termination, plus any non-refundable expenses incurred.

10.2 Termination for Breach

Either party may terminate immediately if the other party materially breaches these Terms and fails to remedy the breach within 7 days of written notice.

10.3 Effect of Termination

Upon termination, we will deliver all completed work and transfer ownership of paid work as per Section 6. Provisions relating to payment, intellectual property, confidentiality, and liability survive termination.

11. Indemnity

You agree to indemnify and hold SimianSphere harmless from claims, damages, or expenses (including legal fees) arising from: (a) your breach of these Terms, (b) your use of deliverables in a manner not authorised by these Terms, or (c) content or materials you provide that infringe third-party rights.

12. Governing Law and Disputes

12.1 Governing Law

These Terms are governed by the laws of Victoria, Australia. Both parties submit to the exclusive jurisdiction of the courts of Victoria.

12.2 Dispute Resolution

In the event of a dispute, parties agree to first attempt to resolve it through good faith negotiation. If negotiation fails within 30 days, parties may pursue mediation before commencing legal proceedings.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any project agreements or statements of work, constitute the entire agreement between parties and supersede all prior agreements or understandings.

13.2 Amendments

We may update these Terms from time to time. Updated Terms will be posted on our website with a new "Last updated" date. Continued engagement after changes constitutes acceptance of the updated Terms.

13.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

13.4 Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or our right to enforce it in the future.

13.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to a successor entity in the event of a merger, acquisition, or sale of business.

14. Contact Information

If you have questions about these Terms of Service, please contact us: