Terms and Conditions

These Terms and Conditions apply to the use of this website and to services provided by Hello People Pty Ltd.

By accessing our website, requesting a quote, engaging our services or continuing to use our services, you agree to these Terms and Conditions, together with any applicable proposal, quote, statement of work, service agreement or project agreement.

If there is any inconsistency between these Terms and a signed project agreement or statement of work, the project agreement or statement of work will apply to the extent of the inconsistency.

These Terms form part of every proposal. Every proposal, quote, estimate and statement of work we issue is made on these Terms, whether or not they are physically attached to it. By accepting a proposal, in writing, by email, or by conduct including paying a deposit or instructing us to start work, you accept these Terms as they stand at the date of that proposal.

These Terms apply to the exclusion of any terms you seek to impose, including purchase order conditions or supplier terms, unless we have expressly agreed to them in writing and signed that agreement.

HELLO PEOPLE provides technology consulting, software development and related services, including:

• custom software development;
• website and mobile app development;
• AI solution development;
• software integrations and API development;
• cloud engineering and hosting support;
• data engineering and analytics;
• business process automation;
• digital experience design;
• software maintenance and support;
• IT consulting and advisory services.

The specific scope, deliverables, timeline and pricing for each project will be set out in the relevant proposal, quote or project agreement.

We are software developers. The following are outside the scope of every engagement unless we have agreed otherwise in a signed written agreement, and nothing we deliver, say or write should be treated as any of them:

• accounting, bookkeeping, payroll processing, audit or assurance services;
• taxation advice, tax agent services, BAS agent services or advice on tax treatment;
• financial advice, financial product advice, investment advice or credit assistance;
• financial feasibility studies, business cases, valuations, budgeting or return on investment assessments;
• legal advice of any kind, including intellectual property, privacy, employment or contract advice;
• regulatory, industry or compliance certification, accreditation or sign-off.

We build software that records, calculates, transmits or reports information to a specification. Confirming that the specification itself is correct, complete and compliant, including any calculation, tax treatment, rate, rule, statutory report or financial statement it produces, is your responsibility and the responsibility of your accountant, bookkeeper, registered tax agent or auditor.

Where an engagement involves accounting or financial systems, including data migrations and integrations, we move, transform and connect data as instructed. We do not verify the accuracy, completeness, classification or tax treatment of that data. Reconciliation, review and final sign-off before you rely on a system remain yours.

Where a proposal, page on this website or conversation refers to time saved, efficiency gained or a commercial benefit, it is an illustration based on information you have given us. It is not a forecast, a guarantee, or a representation that any particular result will be achieved in your business.

The information on our website is provided for general information only. While we aim to keep information accurate and up to date, we do not guarantee that all website content is complete, current or suitable for your specific business circumstances.

You should not rely on website content as technical, legal, financial or business advice without obtaining advice specific to your situation.

Clients agree to:

• provide accurate and complete information required for project delivery;
• provide timely feedback, approvals and decisions;
• provide access to systems, accounts, data, APIs, hosting environments or third-party platforms where required;
• ensure they have authority to provide any data, content, access credentials or materials supplied to us;
• review deliverables within agreed timeframes;
• make payments in accordance with agreed payment terms;
• nominate a primary contact for project communication;
• comply with third-party platform terms where relevant.

Delays in providing information, access, approvals or feedback may affect project timelines and costs.

You understand your business, its obligations, its data and its tolerance for downtime and error better than we can. You are responsible for identifying the risks that a project carries for your operations, and for raising them with us in writing before work begins, so they can be designed for, tested for and priced.

Where you raise a risk, we will tell you what mitigation is available and what it would cost. Mitigation may include additional testing, redundancy, monitoring, backup and restoration arrangements, a parallel run before cutover, phased delivery, or an ongoing maintenance and support package.

Where a risk is not raised with us, or a mitigation we recommend is declined, deferred or not purchased, we are not liable for any loss arising from that risk.

Ongoing monitoring, security patching, dependency updates, platform change management and incident response are not included in a fixed-price build and do not continue after handover by default. They are provided only under a current written maintenance agreement.

Unless otherwise stated, quotes and proposals are valid for the period stated in the proposal or, if no period is stated, for 14 days from the date of issue.

The agreed project scope will be limited to the items expressly included in the proposal, quote or statement of work.

Any work outside the agreed scope may be treated as a variation and may require additional fees and timeline adjustments.

Changes to scope, features, integrations, design, data migration, reporting, AI workflows, third-party systems or project assumptions may result in additional charges.

Where possible, we will advise the client of likely cost or timeline impacts before undertaking material additional work.

Small clarifications or reasonable adjustments may be handled within the project where practical, but substantial changes will be treated as variations.

Fees and payment terms will be set out in the relevant proposal, quote or project agreement.

Unless otherwise stated:

• invoices are payable within 14 days of the invoice date;
• deposits or milestone payments may be required before work begins or continues;
• third-party costs, software licences, hosting fees, API usage fees, AI usage charges, stock assets or app store fees are not included unless expressly stated;
• all amounts are exclusive of GST unless stated otherwise.

If payment is overdue, we may suspend work or access to services until outstanding amounts are paid.

Our services may involve third-party platforms, tools, software, APIs, hosting providers, payment gateways, AI providers, app stores or other external services. Examples may include AWS, Google, Microsoft, Xero, MYOB, Stripe, OpenAI, Apple, Google Play, CRMs, email services, analytics tools or other platforms.

These platforms are controlled by their owners, not by us. To the maximum extent permitted by law, we are not responsible or liable for:

• outages, downtime, degraded performance or data loss on a third-party service;
• pricing changes, licensing changes, policy changes or changes to terms of use;
• changes to an API, including breaking changes, new rate limits, quota changes and changes to data formats;
• deprecation, retirement or discontinuation of a platform, API, feature or plan, including where that requires an integration to be rebuilt;
• approval delays or rejections by an app store, marketplace or platform reviewer;
• suspension, restriction or termination of your account by a provider;
• the security of, or a breach affecting, a third-party service or the data it holds.

Where a provider changes or retires something an existing integration depends on, the work to assess, redevelop and retest that integration is new work, quoted separately, and is not a defect in what we originally delivered. Keeping ahead of those changes is available under a maintenance agreement.

Clients are responsible for complying with third-party terms, maintaining required accounts and licences, and paying third-party fees unless otherwise agreed in writing.

Where our services include AI features, report generation, automation or AI-assisted outputs, the client acknowledges that AI-generated content may require human review.

AI outputs should not be treated as professional advice unless independently reviewed and approved by a suitably qualified person.

The client is responsible for reviewing and approving AI-generated reports, recommendations, summaries or documents before relying on them or providing them to third parties.

Unless otherwise agreed in writing, upon full payment of all amounts owing for a project, the client will own the custom-developed deliverables created specifically for that client.

HELLO PEOPLE retains ownership of:

• pre-existing code, tools, templates, frameworks and methodologies;
• reusable libraries, components and development methods;
• general know-how, skills, ideas and experience;
• internal systems and processes;
• materials not specifically created as custom deliverables for the client.

The client grants HELLO PEOPLE a licence to use materials, data, branding and content provided by the client solely for the purpose of delivering the agreed services.

No warranty of non-infringement. To the maximum extent permitted by law, we do not warrant that any deliverable, or your use of it, does not infringe the intellectual property rights of any third party. We do not conduct patent, trade mark, design or copyright searches, freedom to operate searches, or clearance of any kind, and we give no advice on whether anything is registrable or protectable.

Protecting the intellectual property is yours. Identifying, clearing, registering, enforcing and defending any intellectual property in or arising from the deliverables is your responsibility and at your cost. If that matters to your business, engage a qualified intellectual property lawyer or patent and trade mark attorney before you commission the work, not after. We are not responsible for any loss arising from a failure to obtain that advice, from a failure to register or protect rights, or from a third party asserting rights over anything in a deliverable.

Deliverables may incorporate open source or third-party components supplied under their own licences. Those licences continue to govern those components, and you are responsible for complying with them in your use of the deliverable.

Where you supply materials, specifications, designs, content, data, brand assets or third-party components to us, you warrant that you have the right to supply them and to have them used as instructed, and you are responsible for any claim arising from our use of them as instructed.

Unless the client requests otherwise in writing, HELLO PEOPLE may refer to the client's name, logo, general project description and non-confidential project outcomes in our portfolio, proposals, website, case studies or marketing material.

We will not disclose confidential technical, commercial or sensitive project details without consent.

Both parties agree to keep confidential information confidential and not disclose it to third parties except:

• where required to perform the agreed services;
• where required by law;
• with the other party's consent;
• to professional advisers, contractors or service providers who are subject to confidentiality obligations.

Confidential information does not include information that is publicly available, already known, independently developed, or lawfully received from another source.

We handle personal information in accordance with our Privacy Policy.

Clients are responsible for ensuring they have the right to provide us with any personal information, business data, customer data, system access or third-party data required for the project.

We will take reasonable steps to protect client information and project data, but no system or method of electronic storage or transmission is completely secure.

No software, network, device or hosting environment can be made completely secure. We apply reasonable and current development practices, and we do not warrant that any system is free of vulnerabilities, cannot be compromised, or will not be the target of a successful attack.

Unless a current written maintenance or support agreement covering security is in place, we are not responsible for patching, monitoring, vulnerability scanning, intrusion detection or incident response after a project is handed over.

To the maximum extent permitted by law, we are not liable for loss arising from:

• unauthorised access obtained using credentials that were shared, weak, reused or compromised on your side;
• the acts or omissions of your staff, contractors, agents or other suppliers;
• compromise of your devices, email accounts, networks or internal systems;
• vulnerabilities in third-party platforms, libraries, plugins, operating systems, hosting or infrastructure;
• denial of service attacks, ransomware, phishing, social engineering or other criminal acts of third parties;
• a failure to apply updates or mitigations we have recommended.

Unless expressly agreed in writing, we do not provide hosting and we do not guarantee uptime or availability. Where hosting, infrastructure or a platform is supplied by a third party, that provider's terms and service levels apply, and we give no commitment beyond what that provider gives us.

You are responsible for maintaining backups of your data and for verifying that they work. Where we configure backups as part of a project, configuring them does not transfer that responsibility, and you remain responsible for periodically testing that a restoration succeeds.

We will take reasonable steps to test deliverables before release. The client is responsible for reviewing and testing deliverables within the agreed review period.

If no review period is stated, the client should notify us of any material issue within 7 days of delivery or deployment.

Minor bugs or defects will be addressed in accordance with the project agreement, support arrangement or applicable warranty period, if any. Issues caused by third-party systems, client changes, hosting environments, data quality, unauthorised modifications or use outside the agreed scope may be treated as additional work.

Support, maintenance, updates, monitoring, hosting support and ongoing development are only included where expressly stated in the proposal, quote or support agreement.

Unless ongoing support is agreed, our responsibility ends once the agreed project deliverables have been completed and handed over.

Nothing in these Terms excludes, restricts or modifies any rights, guarantees or remedies that cannot be excluded under the Australian Consumer Law or any other applicable law.

To the maximum extent permitted by law, where liability can be limited, our liability is limited to one or more of the following:

• supplying the services again;
• paying the cost of having the services supplied again;
• repairing or replacing goods or deliverables, where applicable;
• paying the cost of repair or replacement, where applicable.

This clause is subject in all respects to the Australian Consumer Law section above. Nothing in it operates to exclude, restrict or modify a right or remedy that cannot lawfully be excluded, restricted or modified.

Subject to that, and to the maximum extent permitted by law, HELLO PEOPLE is not liable for any indirect, incidental, special, consequential or economic loss, including:

• loss of profit, revenue, turnover or anticipated savings;
• loss of business, contracts, customers, business opportunity, goodwill or reputation;
• loss of, or corruption of, data;
• business interruption, downtime or loss of use;
• wasted expenditure, management time or the cost of obtaining substitute services;
• fines, penalties or liabilities imposed by a regulator or arising under a contract with a third party;
• loss arising from a claim made against you by a third party.

Subject to the Australian Consumer Law section above, and to the maximum extent permitted by law, our total aggregate liability for all claims in connection with a project or service, whether in contract, tort including negligence, under statute or otherwise, is limited to the fees actually paid by the client to HELLO PEOPLE for the specific project or service giving rise to the claim. This is an aggregate cap across all claims, not a cap per claim.

To the maximum extent permitted by law, we are not liable for loss to the extent it arises from:

• data, content, specifications, instructions or decisions supplied or made by you or on your behalf;
• a decision taken by you, or by anybody else, in reliance on output produced by a system we built;
• your use of a deliverable for a purpose it was not specified for, or after you have modified it, or after it has been modified by somebody else;
• a risk you did not raise with us, or a mitigation we recommended that was declined, deferred or not purchased;
• the acts, omissions, outages, pricing changes, policy changes or discontinuation of any third party, including platform, API, hosting and infrastructure providers;
• any matter outside our reasonable control.

To the maximum extent permitted by law, any claim must be brought within twelve months of the date the client first became aware, or ought reasonably to have become aware, of the matter giving rise to it.

Each limitation and exclusion in these Terms operates separately. If any one of them is found to be unenforceable, it is severed and the remainder continue to apply.

Either party may terminate services in accordance with the relevant project agreement or by giving reasonable written notice.

We may suspend work or services if:

• invoices remain unpaid;
• required information, access or approvals are not provided;
• the client breaches these Terms or a project agreement;
• continuing work would create a legal, security or operational risk.

Upon termination, the client must pay for all work completed, approved expenses, third-party costs incurred, and any non-cancellable commitments made up to the termination date.

We are not liable for delays or failures caused by events beyond our reasonable control, including natural disasters, cyber incidents, power failures, internet outages, third-party platform failures, industrial action, government action, illness, war, pandemic, or other events outside our control.

If a dispute arises, both parties agree to first attempt to resolve the matter in good faith through discussion or written negotiation.

If the dispute cannot be resolved, either party may refer the matter to mediation before commencing court proceedings, except where urgent injunctive relief or debt recovery action is required.

We may update these Terms from time to time by publishing the updated version on our website.

Changes will apply to future use of our website and future engagements. For existing projects, the terms agreed at the time of engagement will continue to apply unless otherwise agreed.

These Terms are governed by the laws of Western Australia.

The parties submit to the non-exclusive jurisdiction of the courts of Western Australia and the Commonwealth courts of Australia.