Terms and Conditions

By accessing and using the services provided by Eminence Digital Solutions ("Company", "we", "our", or "us"), you agree to be bound by these Terms and Conditions. If you do not agree to these terms, please do not use our services.

Eminence Digital Solutions provides software development, web application development, mobile app development, and related technology consulting services. The specific scope of work, deliverables, timelines, and pricing will be outlined in individual project agreements or statements of work.

Clients agree to:

• Provide timely feedback and necessary information for project completion
• Designate a primary point of contact for project communications
• Review and approve deliverables within agreed timeframes
• Ensure all content, materials, and information provided do not infringe on third-party rights
• Make payments according to the agreed schedule

Upon delivery of each milestone as described in the Project Outline, the Client will have 5 business days to review the deliverables and notify Eminence in writing of any defects or non-conformances ("Review Period"). Eminence will use reasonable endeavours to remedy any notified defects within a further 5 business days. If the Client does not provide written notification of defects within the Review Period, the milestone will be deemed accepted. Payment for each milestone becomes due upon acceptance, whether express or deemed. All warranties provided under this Agreement are subject to the liability cap in clause 7.

Payment terms will be specified in individual project agreements. Generally:

• Project-based work typically requires a deposit before work commences
• Retainer services are billed monthly in advance
• Invoices are due within 14 days of issuance unless otherwise agreed
• Late payments may incur interest charges and project delays
• All prices are in Australian Dollars (AUD) unless otherwise specified

5.1 Background IP. Each party retains sole ownership of all intellectual property created independently of this Agreement ("Background IP"). Eminence's Background IP includes, without limitation, its reusable infrastructure patterns, authentication and authorisation libraries, edge computing and serverless templates, database schema frameworks, API gateway components, marketing technology integrations, testing utilities, and any other tools, code, or know-how developed prior to or independently of the project described in the Project Outline ("Eminence Toolkit").

5.2 Project Deliverables. All source code, object code, APIs, data models, databases, designs, documentation, and other deliverables created specifically for the Client under this Agreement ("Project Deliverables") shall vest in the Client upon receipt of full payment. For the avoidance of doubt, Project Deliverables do not include the Eminence Toolkit or any Background IP of Eminence, even where such materials are incorporated into the Project Deliverables.

5.3 License to Background IP. Where any Eminence Toolkit component is incorporated into the Project Deliverables, Eminence grants the Client a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free licence to use, copy, modify, and distribute that component solely as incorporated into the Project Deliverables for the purposes described in the Project Outline. Eminence retains all other rights in its Background IP.

5.4 Third-Party Components. Where the Project Deliverables incorporate open-source or third-party licensed materials, Eminence warrants that such materials are governed by licences that permit the Client's intended use, and Eminence will disclose the relevant licences upon request. Eminence will not incorporate any open-source component subject to copyleft or viral licensing terms that would require the Client's proprietary code to be made publicly available, without prior written consent.

5.5 Client Background IP. All intellectual property owned or controlled by the Client prior to the commencement of this Agreement remains the sole property of the Client. Where Eminence enhances or modifies Client-owned intellectual property, all rights in those modifications vest in the Client upon full payment.

5.6 Confidentiality. Both parties agree to maintain the confidentiality of any proprietary, confidential, or sensitive information shared during the course of this Agreement, whether oral, written, or in any other form.

5.7 Personal Information and Data Security. Eminence agrees not to disclose, share, sell, or otherwise make available any personally identifying information (PII) of the Client, its customers, employees, or end users that Eminence may access during the project, except as required by law or with the Client's express written consent. Eminence shall take reasonable technical and organisational measures to protect such information from unauthorised access, use, or disclosure. In the event Eminence becomes aware of a data security incident affecting Client data, Eminence will notify the Client within 72 hours of becoming aware of the incident and will take reasonable steps to contain and remediate the breach.

We provide a 90-Day warranty on all delivered software, covering:

• Bug fixes for issues present at the time of delivery
• Corrections to functionality that doesn't meet agreed specifications
• Technical support for issues arising from our code

The warranty does not cover issues arising from client modifications, third-party integrations, hosting environment changes, or new feature requests.

To the maximum extent permitted by law, Eminence Digital Solutions shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities.

Our total liability for any claim arising from our services shall not exceed the total amount paid by the client for the specific project or service in question.

Confidentiality and the handling of personal information are governed by clauses 5.6 and 5.7 above. We may additionally use non-disclosure agreements (NDAs) for sensitive projects.

Changes to project scope, features, or requirements may affect timelines and costs. All significant changes will be documented through a change request process, with pricing and timeline adjustments agreed upon before implementation.

Either party may terminate a project agreement with written notice. Upon termination:

• Client is responsible for payment of all work completed up to the termination date
• We will provide all completed deliverables upon full payment
• Any deposits or prepaid amounts for incomplete work may be refunded at our discretion

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, pandemics, government actions, or infrastructure failures.

These terms are governed by the laws of New South Wales, Australia. Any disputes will be subject to the exclusive jurisdiction of the courts of New South Wales.

We reserve the right to modify these terms at any time. Changes will be effective immediately upon posting to our website. Continued use of our services constitutes acceptance of modified terms.

If you refer a friend to Eminence Digital Solutions, the following referral terms apply:

• Referral discount of $250 AUD applies to the referred customer’s first project only
• Minimum project value of $2,000 AUD is required to redeem the referral discount
• Referral codes cannot be combined with other promotional offers
• The referrer will receive a $250 AUD electronic gift card once the referred customer’s project is successfully completed and full payment is received
• Gift cards will be issued within 14 business days and are subject to the issuer’s terms and conditions (including expiry requirements)
• Only one referral reward may be claimed per referred customer; self-referrals are not permitted
• Referral program is available to existing customers and business contacts only
• Fraudulent, misleading, or abusive referrals may result in disqualification
• We reserve the right to modify or terminate the referral program at any time
• Participation in the referral program does not create an agency, partnership, or employment relationship

For questions about these Terms and Conditions, please contact us at: