Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of the website, products, and services provided by Inspire Labs Pty Ltd (ABN 93 696 524 071, ACN 696 524 071) ("Inspire Labs", "we", "us", "our"), located at inspirelabspty.store.

By accessing our website or using our services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our website or services. We reserve the right to modify these Terms at any time, and your continued use of our website or services constitutes acceptance of any changes.

2. Definitions

• "Client" or "you" refers to any individual or entity that accesses our website or engages our services
• "Services" refers to the software development, digital solutions, IT consulting, web applications, cloud services, data analytics, and any other services offered by Inspire Labs
• "Website" refers to inspirelabspty.store and all associated pages
• "Content" refers to all text, images, code, data, and other materials available on or through our website and services
• "Deliverables" refers to any work product, software, documentation, or materials produced as part of our services

3. Services

Inspire Labs provides technology and innovation services including, but not limited to:

• Custom software development
• Digital transformation solutions
• Information technology consulting
• Web application development
• Cloud infrastructure and services
• Data analytics and business intelligence

The specific scope, timeline, deliverables, and pricing for any engagement will be set out in a separate service agreement, statement of work, or proposal ("Service Agreement") between Inspire Labs and the Client. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall prevail to the extent of the inconsistency.

4. Client Obligations

When engaging our services, you agree to:

• Provide accurate and complete information as required for the performance of our services
• Cooperate with our team and provide timely feedback, approvals, and access to necessary systems or resources
• Ensure that any materials you provide do not infringe the intellectual property rights of any third party
• Not use our services for any unlawful, harmful, or fraudulent purpose
• Pay all fees and charges in accordance with the agreed payment terms
• Maintain the confidentiality of any credentials, access details, or proprietary information shared with you

5. Intellectual Property

5.1 Our Intellectual Property

All content on our website, including but not limited to text, graphics, logos, icons, images, and software, is the property of Inspire Labs or its licensors and is protected by Australian and international copyright and intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from any content on our website without our prior written consent.

5.2 Client Deliverables

Unless otherwise specified in a Service Agreement, upon full payment of all applicable fees, the Client shall own the intellectual property rights in the custom deliverables specifically created for the Client. Inspire Labs retains ownership of all pre-existing intellectual property, tools, frameworks, libraries, and methodologies used in the creation of the deliverables.

5.3 Licence

Where Inspire Labs retains ownership of any components incorporated into the deliverables, we grant the Client a non-exclusive, perpetual, royalty-free licence to use those components as part of the deliverables for the Client's internal business purposes.

6. Payment Terms

• Payment terms, including amounts, schedules, and methods, will be specified in the applicable Service Agreement
• Unless otherwise agreed, invoices are payable within 14 days of the invoice date
• All prices are quoted in Australian Dollars (AUD) and are exclusive of GST unless otherwise stated
• Late payments may incur interest at a rate of 2% per month on the outstanding balance
• We reserve the right to suspend services if payment is not received by the due date
• You are responsible for all taxes applicable to your use of our services

7. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the engagement. Confidential information includes, but is not limited to, business plans, technical data, trade secrets, customer information, and financial information.

This obligation of confidentiality does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order.

8. Warranties and Disclaimers

8.1 Service Warranty

We warrant that our services will be performed with reasonable care and skill in a professional manner consistent with generally accepted industry standards. If any deliverable does not materially conform to the agreed specifications, we will, at our option, re-perform the services or correct the deliverable at no additional charge, provided you notify us within 30 days of delivery.

8.2 Website Disclaimer

Our website and its content are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

8.3 No Guarantee

We do not guarantee that our website will be uninterrupted, error-free, or free of viruses or other harmful components. We do not warrant or make any representations regarding the use or the results of the use of the materials on our website in terms of their correctness, accuracy, reliability, or otherwise.

9. Limitation of Liability

To the maximum extent permitted by law, Inspire Labs shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill, arising out of or in connection with these Terms, our website, or our services.

Our total aggregate liability arising out of or in connection with these Terms or any Service Agreement shall not exceed the total fees paid by you to us in the 12 months preceding the claim.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under Australian Consumer Law or any other applicable legislation.

10. Indemnification

You agree to indemnify, defend, and hold harmless Inspire Labs, its directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of our website or services; (b) your breach of these Terms; (c) your violation of any applicable law or the rights of any third party; or (d) any materials you provide to us in connection with our services.

11. Termination

Either party may terminate a service engagement by providing written notice as specified in the applicable Service Agreement. In the absence of specific termination provisions:

• Either party may terminate with 30 days written notice
• Either party may terminate immediately if the other party materially breaches these Terms and fails to cure such breach within 14 days of receiving written notice
• Upon termination, the Client shall pay for all services performed and expenses incurred up to the date of termination
• Sections relating to intellectual property, confidentiality, limitation of liability, and indemnification shall survive termination

12. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, internet or telecommunications failures, or power outages.

13. Dispute Resolution

In the event of any dispute arising out of or in connection with these Terms, the parties agree to first attempt to resolve the dispute through good faith negotiation. If the dispute cannot be resolved within 30 days, the parties agree to submit to mediation administered by a mutually agreed mediator in Western Australia.

If mediation is unsuccessful, either party may pursue resolution through the courts of Western Australia, and both parties irrevocably submit to the exclusive jurisdiction of those courts.

14. Governing Law

These Terms are governed by and construed in accordance with the laws of Western Australia and the Commonwealth of Australia. Both parties submit to the non-exclusive jurisdiction of the courts of Western Australia.

15. General Provisions

• Entire Agreement: These Terms, together with any applicable Service Agreement and our Privacy Policy, constitute the entire agreement between you and Inspire Labs
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect
• Waiver: No failure or delay by either party in exercising any right shall constitute a waiver of that right
• Assignment: You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations without your consent
• Notices: Any notices under these Terms shall be in writing and sent to the email addresses or postal addresses provided by each party

16. Contact Information

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