Terms of Service

1. About These Terms

These Terms of Service ("Terms") govern your use of services provided by Nanite ("we", "us", "our"). By engaging our services or using our platform, you agree to be bound by these Terms.

We are based in New South Wales, Australia, and these Terms are governed by Australian law, including the Australian Consumer Law ("ACL") as set out in the Competition and Consumer Act 2010 (Cth).

2. Services We Provide

Nanite provides web development, design, and related digital services including but not limited to:

• Website design and development
• Web application development
• Minimum viable product (MVP) development
• User interface and user experience design
• Technical consulting and advisory services
• Ongoing maintenance and support (where agreed)

The specific scope of work for each project will be agreed upon in writing before work commences.

3. Project Engagement

3.1 Quotations and Agreements

All quotations are valid for 30 days unless otherwise stated. A project engagement is formed when:

• You accept our quotation or proposal in writing (including email)
• You pay the required deposit or initial payment
• We confirm acceptance of your project

3.2 Scope of Work

Each project will have a defined scope of work. Work outside the agreed scope may incur additional charges and will be quoted separately before being undertaken.

3.3 Timelines

We will provide estimated timelines for deliverables. These are estimates and not guaranteed delivery dates unless expressly agreed in writing. Timelines may be affected by factors including your responsiveness in providing feedback, content, and approvals.

4. Payment Terms

4.1 Pricing and Currency

All prices are quoted and payable in Australian Dollars (AUD) unless otherwise stated. Prices are exclusive of GST unless specifically stated to include GST.

4.2 Payment Structure

Unless otherwise agreed, our standard payment terms are:

• Deposit: 50% of the quoted amount is due before work commences
• Final Payment: The remaining balance is due upon completion, before delivery of final files or deployment

For larger projects, we may agree to milestone-based payment schedules.

4.3 Payment Methods

Payments are processed securely via Stripe. We accept major credit and debit cards. Bank transfers may be available upon request for larger amounts.

4.4 Late Payments

Invoices are due within 14 days of issue unless otherwise specified. Late payments may result in:

• Suspension of ongoing work until payment is received
• Withholding of deliverables or deployment
• Interest charges at the rate of 2% per month on overdue amounts

4.5 Work Commencement

Work will commence upon receipt of the deposit payment and any required materials from you.

5. Your Responsibilities

To enable us to deliver your project effectively, you agree to:

• Provide all necessary content, images, and materials in a timely manner
• Respond to requests for feedback and approvals within reasonable timeframes
• Ensure you have the rights to use any content you provide to us
• Provide accurate and complete information about your requirements
• Designate a single point of contact for project decisions
• Test and review deliverables when requested

Delays caused by your failure to meet these responsibilities may affect project timelines and may result in additional charges.

6. Intellectual Property

6.1 Ownership Transfer

Upon receipt of full payment for a project:

• All intellectual property rights in the custom work created specifically for you will transfer to you
• You will own the final deliverables, including custom code, designs, and content created for your project

6.2 Retained Rights

We retain the right to:

• Use non-confidential aspects of the work in our portfolio and marketing materials
• Reuse general techniques, methodologies, and non-project-specific code in future projects
• Use any third-party tools, libraries, or frameworks that remain subject to their original licenses

6.3 Third-Party Materials

Some projects may incorporate third-party software, fonts, images, or other materials that are subject to their own license terms. We will inform you of any such materials and their licensing requirements.

7. Cancellation and Refunds

7.1 Your Consumer Rights

Under Australian Consumer Law, you have certain guarantees that cannot be excluded. Our services come with guarantees that cannot be excluded under the ACL. For major failures with the service, you are entitled to cancel your service contract and receive a refund for the unused portion, or compensation for its reduced value. You are also entitled to choose a refund or replacement for major failures with goods.

7.2 Cancellation by You

If you wish to cancel a project:

• Cancellation before work commences: Full refund of any deposit paid, minus a reasonable administration fee
• Cancellation after work commences: You will be charged for all work completed up to the date of cancellation at our standard rates, plus any third-party costs incurred

7.3 Cancellation by Us

We may cancel a project if:

• Payment is not received as agreed
• You fail to provide required materials or feedback after reasonable requests
• The project requirements change substantially from the original agreement

In such cases, you will be charged for work completed and any third-party costs incurred.

8. Limitation of Liability

To the maximum extent permitted by Australian law, and subject to your consumer rights under the ACL:

• Our total liability to you for any claims arising from our services is limited to the amount you paid us for those services
• We are not liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities
• We are not liable for any delays or failures caused by circumstances beyond our reasonable control

Nothing in these Terms limits or excludes any liability that cannot be limited or excluded under Australian law, including liability under the ACL.

9. Indemnity

You agree to indemnify and hold us harmless from any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising from:

• Your breach of these Terms
• Content or materials you provide that infringe third-party rights
• Your use of the deliverables in ways not contemplated by our agreement

10. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information shared during the course of a project. This obligation continues after the project is completed. Confidential information does not include information that is publicly available or was already known to the receiving party.

11. Termination

Either party may terminate the engagement with 14 days written notice. Upon termination:

• All outstanding payments become immediately due
• We will deliver any work completed to date (subject to payment)
• Both parties will return or destroy any confidential information of the other party

12. Disputes

If a dispute arises, we encourage you to contact us first to resolve the matter informally. If we cannot resolve the dispute, either party may refer it to mediation before pursuing other remedies.

13. Governing Law

These Terms are governed by the laws of New South Wales, Australia. Both parties submit to the non-exclusive jurisdiction of the courts of New South Wales and any courts that may hear appeals from those courts.

14. Changes to These Terms

We may update these Terms from time to time. The updated version will be posted on our website with the date of the last update. For existing projects, the Terms in effect at the time of engagement will continue to apply unless both parties agree otherwise.

15. Contact Us

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