Terms and Conditions

1.1 Binding Agreement

These Terms and Conditions, together with our Privacy Policy, Cookie Policy, and any applicable service agreements, form a legally binding contract between you (the "Client" or "you") and Groundwork (the "Company," "we," "us," or "our"). By accessing our website, submitting inquiries, or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these terms.

1.2 Capacity and Authority

You represent and warrant that you are at least 18 years of age and have the legal capacity to enter into binding agreements. If you are accepting these terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these terms, and references to "you" shall refer to that entity.

1.3 Modifications to Terms

We reserve the right to modify these Terms and Conditions at any time. Material changes will be communicated through our website or via email to active clients. Continued use of our services after such modifications constitutes acceptance of the revised terms. We recommend reviewing these terms periodically to stay informed of any updates.

2.1 Compliance with Laws

You agree to comply with all applicable federal, state, local, and international laws, regulations, and ordinances when using our website and services. This includes, but is not limited to, laws regarding data protection, intellectual property, export controls, consumer protection, and business conduct. You are solely responsible for ensuring your compliance with applicable legal requirements in your jurisdiction.

2.2 Accurate Information

You agree to provide accurate, current, and complete information when communicating with us, submitting forms, or engaging our services. You must promptly update any information you have provided if it changes. Provision of false, misleading, or incomplete information may result in suspension or termination of services and potential legal consequences.

2.3 Prohibited Conduct

2.4 Confidentiality Obligations

You agree to maintain the confidentiality of any proprietary or confidential information disclosed by Groundwork during the course of our business relationship. This includes technical information, business strategies, pricing structures, and any information marked as confidential. These obligations survive termination of our relationship.

3.1 Service Scope and Agreements

Specific services will be detailed in separate service agreements, statements of work, or proposals (collectively, "Service Agreements"). Each Service Agreement will outline the scope of work, deliverables, timelines, pricing, payment terms, and any specific terms applicable to that engagement. Service Agreements are incorporated by reference into these Terms and Conditions.

3.2 Client Cooperation

Successful delivery of our services often requires your cooperation and timely provision of information, access, approvals, and resources as reasonably requested. Delays caused by your failure to provide necessary cooperation may impact project timelines and may result in additional charges. We are not responsible for delays or quality issues arising from inadequate client cooperation.

3.3 Changes to Scope

Any changes to the agreed scope of work must be documented in writing and signed by both parties. Changes may result in adjustments to timelines, deliverables, and pricing. We reserve the right to decline scope changes that we determine to be unreasonable or not feasible within the constraints of the engagement.

3.4 Project Timelines

While we make reasonable efforts to meet agreed timelines, project schedules are estimates and not guarantees unless explicitly stated otherwise in a Service Agreement. Timelines may be affected by factors including scope changes, client delays, third-party dependencies, and unforeseen technical challenges. We will communicate proactively about any anticipated timeline adjustments.

4.1 Fees and Pricing

Service fees will be specified in the applicable Service Agreement. Unless otherwise stated, all fees are quoted in Australian Dollars (AUD) and exclude applicable taxes, duties, or government charges. We reserve the right to adjust pricing for new engagements, though pricing for active engagements will remain as agreed unless scope changes occur.

4.2 Payment Schedule

Payment terms will be specified in each Service Agreement. Typical arrangements include upfront deposits, milestone-based payments, or monthly invoicing depending on the nature and duration of the engagement. Invoices are payable within 14 days of issue unless otherwise specified. Late payments may incur interest charges at a rate of 1.5% per month or the maximum allowed by law, whichever is lower.

4.3 Taxes

You are responsible for all taxes associated with our services, including but not limited to sales tax, use tax, value-added tax (VAT), or goods and services tax (GST), except for taxes based on our income. If we are required to pay or collect taxes for which you are responsible, you will be invoiced for those amounts.

4.4 Suspension for Non-Payment

We reserve the right to suspend services if payment is not received by the due date. Suspended services will not resume until all outstanding amounts are paid in full. We are not liable for any consequences arising from service suspension due to non-payment.

8.1 Termination for Convenience

Either party may terminate a Service Agreement for convenience by providing thirty days' written notice to the other party. Upon termination, you shall pay all fees for services performed and expenses incurred up to the effective termination date. We will deliver all completed work and work in progress in our possession at the time of termination.

8.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party materially breaches these terms or a Service Agreement and fails to cure such breach within fifteen days of receiving written notice. We may also terminate immediately if you fail to make timely payments or engage in prohibited conduct.

8.3 Effect of Termination

Upon termination, all payment obligations for services rendered become immediately due. Provisions of these terms that by their nature should survive termination shall survive, including but not limited to intellectual property rights, confidentiality obligations, disclaimers, limitations of liability, indemnification, and dispute resolution provisions.

9.1 Informal Resolution

In the event of any dispute, controversy, or claim arising from or relating to these Terms and Conditions or our services, the parties agree to first attempt to resolve the matter through good faith negotiations. Either party may initiate negotiations by providing written notice to the other party describing the dispute. The parties shall meet within fifteen days and attempt to reach an amicable resolution.

9.2 Mediation

If the dispute cannot be resolved through informal negotiations within thirty days, the parties agree to pursue mediation before initiating formal legal proceedings. Mediation shall be conducted by a mutually agreed mediator in Melbourne, Victoria. Each party shall bear its own costs of mediation, with mediator fees split equally.

9.3 Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Victoria, Australia, without giving effect to any conflict of law principles. Any legal action or proceeding arising from or related to these terms shall be brought exclusively in the courts located in Melbourne, Victoria, and you consent to the personal jurisdiction of such courts.

9.4 Equitable Relief

Notwithstanding the above dispute resolution procedures, either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidentiality obligations.