Terms & Conditions

These Terms and Conditions ("Terms") govern the relationship between Lumiot AU (ABN 28 671 745 074), a technology consultancy registered in Queensland, Australia ("Lumiot AU", "we", "us", or "our"), and any individual or organisation ("Client", "you", or "your") who engages our services or accesses our website at lumiot.au.

By engaging Lumiot AU for services, signing a Statement of Work or Service Agreement, or accessing our website, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or organisation, you represent that you have authority to bind that entity.

These Terms apply alongside any specific Statement of Work (SOW), Service Agreement, or Project Agreement executed between the parties. In the event of inconsistency, the specific agreement will prevail to the extent of the inconsistency.

We reserve the right to amend these Terms at any time by publishing a revised version on our website. Continued engagement with our services following any such amendment constitutes acceptance of the revised Terms.

Lumiot AU provides professional technology consultancy and systems integration services including, but not limited to:

The specific scope, deliverables, timeline, and pricing for each engagement will be defined in a separate Statement of Work or Service Agreement. We will use reasonable skill and care to deliver services as described. We do not warrant that services will be error-free or uninterrupted, but we commit to addressing any deficiencies in a timely and professional manner.

Lumiot AU reserves the right to engage qualified subcontractors to assist in delivering services. We remain responsible for the quality and delivery of all work, regardless of subcontractor involvement.

To enable Lumiot AU to deliver services effectively, you agree to:

• Provide accurate, complete, and timely information, access, and resources as reasonably required for the performance of the services.
• Designate an authorised representative with the authority to make decisions and approvals on your behalf.
• Provide timely feedback and sign-off on deliverables within agreed timeframes. Delays caused by the Client may affect project timelines and may result in additional costs.
• Ensure that any information, materials, or specifications you provide to us do not infringe any third-party intellectual property rights.
• Use deliverables and outputs only for lawful purposes and in accordance with applicable Australian laws and regulations.
• Maintain appropriate security controls over any access credentials, systems, or data that you share with us.

Pre-existing IP: Each party retains ownership of all intellectual property it owned prior to the commencement of an engagement. Lumiot AU retains ownership of all pre-existing tools, frameworks, methodologies, and proprietary know-how (collectively, "Background IP").

Deliverable IP: Unless otherwise agreed in writing in a specific Statement of Work, upon full payment of all fees, Lumiot AU assigns to you ownership of the specific deliverables created exclusively for your project ("Foreground IP").

Licence to Background IP: To the extent that Background IP is embedded in or necessary to use the deliverables, Lumiot AU grants you a perpetual, non-exclusive, royalty-free licence to use such Background IP solely as incorporated in the deliverables and for the purposes for which they were created.

Portfolio rights: Lumiot AU reserves the right to reference the existence of an engagement and include anonymised or generalised descriptions of work performed in our portfolio and marketing materials, unless you have expressly requested confidentiality in writing.

Website content: All content on the Lumiot AU website, including text, graphics, logos, and design, is the property of Lumiot AU and is protected by Australian copyright law. Unauthorised reproduction or distribution is prohibited.

Each party ("Receiving Party") agrees to hold in strict confidence any non-public information disclosed by the other party ("Disclosing Party") in connection with an engagement, including but not limited to business plans, financial data, technical specifications, source code, and client lists ("Confidential Information").

The Receiving Party agrees to:

• Use Confidential Information only for the purposes of the relevant engagement.
• Not disclose Confidential Information to any third party without prior written consent, except to employees or subcontractors on a need-to-know basis who are bound by equivalent confidentiality obligations.
• Take reasonable steps to protect Confidential Information from unauthorised access or disclosure.

These obligations survive the termination of any engagement for a period of three (3) years. They do not apply to information that is or becomes publicly available through no breach of these Terms, was already known to the Receiving Party, or is required to be disclosed by law or court order.

All fees, pricing structures, and payment schedules will be specified in the applicable Statement of Work or Service Agreement. Unless otherwise agreed:

• All prices are quoted in Australian Dollars (AUD) and are exclusive of GST unless stated otherwise. GST will be added where applicable in accordance with the A New Tax System (Goods and Services Tax) Act 1999.
• Invoices are due and payable within fourteen (14) days of the invoice date.
• Lumiot AU reserves the right to charge interest on overdue amounts at a rate of 1.5% per month, calculated daily from the due date.
• We reserve the right to suspend work on an engagement in the event of non-payment, without liability to you for resulting delays.
• Expenses reasonably incurred in performing services (travel, equipment, third-party software) will be invoiced at cost unless a fixed-price arrangement is agreed.

To the maximum extent permitted by applicable Australian law:

Nothing in these Terms excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition implied or imposed by the Australian Consumer Law (Competition and Consumer Act 2010 (Cth), Schedule 2) that cannot lawfully be excluded or limited. To the extent applicable, our liability for a breach of a consumer guarantee is limited to the re-supply of the services or payment of the cost of having the services supplied again.

You agree to indemnify and hold harmless Lumiot AU, its directors, employees, and contractors from any claim, loss, damage, cost, or expense arising from: your breach of these Terms; your use of deliverables in a manner inconsistent with these Terms; or any third-party claim arising from materials or information you provided to us.

Either party may terminate an engagement by providing written notice as specified in the applicable Statement of Work. In the absence of a specified notice period, a minimum of fourteen (14) days written notice is required.

Lumiot AU may terminate an engagement with immediate effect if:

• You fail to pay any invoice within 30 days of the due date.
• You materially breach these Terms or a Statement of Work and fail to remedy the breach within 14 days of written notice.
• You become insolvent, are subject to administration, or cease to carry on business.

Upon termination, you agree to pay for all work completed and expenses incurred up to the effective date of termination. Clauses relating to intellectual property, confidentiality, payment, and limitation of liability survive termination.

These Terms are governed by and construed in accordance with the laws of the State of Queensland, Australia, and the applicable laws of the Commonwealth of Australia. Each party submits to the exclusive jurisdiction of the courts of Queensland for any dispute arising out of or in connection with these Terms.

Before commencing any legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation. If not resolved within thirty (30) days, either party may refer the matter to mediation administered by the Resolution Institute (Australia) before pursuing litigation.

These Terms constitute the entire agreement between the parties with respect to their subject matter and supersede all prior agreements, understandings, and representations. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.