Terms and Conditions

This document forms part of the Agreement between Koala Stack ("Supplier", "we") and the Client ("Client", "you") and should be read in conjunction with any Scope, Proposal, or Quote.

1. Definitions

1.1. Supplier / we / us: Koala Stack, an Australian-based freelance agency, including any person acting on behalf of Koala Stack.

1.2. Client / you: The client or any person acting on behalf of the client.

1.3. Services: All services supplied by Koala Stack, including web development, Shopify/WordPress solutions, AI workflows, apps, plugins, or related digital solutions.

1.4. Price / Fees: The amount payable for Services as agreed between the Supplier and the Client.

1.5. Asset: Any software, application, code, design, or website developed by Koala Stack.

1.6. Agreement: Includes this document, plus any Proposal, Quote, or Scope approved by the Client.

2. Acceptance

2.1. Instructions, deposits, or confirmation from the Client constitute acceptance of this Agreement.

2.2. Services are provided only on these terms and conditions, regardless of any other terms the Client may issue.

2.3. The Supplier is not responsible for services outside the scope of web and AI development (e.g., legal, accounting).

2.4. The Supplier is not liable for deficiencies caused by incorrect information or specifications provided by the Client.

3. Price and Payment

3.1. The agreed hourly or project rate will be stated in the Proposal or Quote.

3.2. Koala Stack reserves the right to adjust the Price if the scope of Services changes.

3.3. Payment is due as agreed in the Quote, Proposal, or invoice. Default payment terms are seven (7) days from the invoice date.

3.4. Payment can be made via bank transfer, credit card, or another mutually agreed method.

3.5. Australian GST or any applicable taxes will be added to the Price unless expressly included.

4. Delivery of Services

4.1. Koala Stack will deliver Services in good faith and on time but is not liable for delays due to circumstances beyond its control.

4.2. Risk passes to the Client upon delivery of the Services.

4.3. The Client is responsible for maintaining the Asset after delivery unless a maintenance agreement is in place.

5. Intellectual Property

5.1. All IP in the Assets created by Koala Stack remains the property of Koala Stack until full payment is received.

5.2. Upon full payment, the Client is granted ownership of the delivered Assets and a licence to use them.

5.3. Koala Stack retains all rights to background intellectual property (tools, frameworks, libraries) used in development.

5.4. The Client grants Koala Stack a licence to use any materials provided by the Client solely for completing the Services.

6. Client Obligations

6.1. The Client must provide accurate, complete, and legally usable materials required to complete the Services.

6.2. The Client warrants that all provided materials do not infringe on third-party rights.

6.3. The Client must cooperate with Koala Stack and respond to communications promptly.

7. Liability and Warranty

7.1. Koala Stack will correct any defects in the Services reported within three (3) months of delivery.

7.2. Koala Stack is not liable for indirect, consequential, or incidental damages, including loss of business or data.

7.3. All Services are provided "as is" except where required by Australian consumer protection laws.

8. Default & Termination

8.1. If the Client fails to pay or breaches the Agreement, Koala Stack may suspend Services until the issue is resolved.

8.2. Either party may terminate the Agreement if the other party breaches any material term and fails to rectify it within 30 days of notice.

8.3. Upon termination, the Client must pay for all work completed up to the termination date.

9. Confidentiality

Both parties agree to keep all confidential information received during the project secure and only use it for the purposes of delivering or receiving Services.

10. Governing Law

This Agreement is governed by the laws of Queensland, Australia. Any disputes shall be resolved under the jurisdiction of Australian courts.

Last updated: August 2025