1About these terms
These Terms and Conditions (“Terms”) govern your use of the website at mrkinnovations.com.au (the “Website”) and any services provided by MRK Innovations (ABN 71 421 335 937) (“MRK Innovations”, “we”, “us” or “our”). By accessing the Website, submitting an enquiry, booking a consultation, or engaging us for services, you agree to these Terms.
Where we enter into a separate signed proposal, statement of work or services contract with you (a “Service Contract”), that Service Contract governs the specific engagement. If there is any inconsistency, the Service Contract prevails over these Terms for that engagement.
2Our services
We provide AI and automation, custom software development, IT infrastructure, web development, and managed support services. The nature, scope, deliverables, timeframes and price of any engagement are defined in a scoped proposal and confirmed in a Service Contract. Any work outside the agreed scope is treated as a new or additional engagement and scoped and quoted separately.
3Quotes, engagement and our process
- Discovery. Engagements typically begin with a free, no-obligation discovery consultation to understand your requirements.
- Scoped proposal. We provide a fixed price for defined deliverables, with clear scope, milestones and ownership.
- Build and deploy. On acceptance and signing of the Service Contract, we deliver the work, with checkpoints and training as agreed, and deploy into your environment.
- Ongoing support. Ongoing hosting, monitoring, security patching, support and evolution may be provided under a managed contract.
Quotes are valid for the period stated in the quote or, if none is stated, for 30 days from the date of issue. Quotes are based on the information you provide; if that information is incomplete or inaccurate, or if your requirements change, we may need to revise the quote.
4Your responsibilities
To enable us to deliver the services, you agree to:
- provide accurate and complete information, and timely access to the people, systems, accounts and materials we reasonably need;
- obtain and maintain any third-party licences, subscriptions and consents required for your systems and data;
- ensure you have the right to provide us with any data (including personal information) for the agreed purposes;
- nominate an authorised contact to give instructions and approvals; and
- review and respond to deliverables and requests within reasonable timeframes.
Delays caused by your failure to meet these responsibilities may affect timeframes and costs, and we are not responsible for resulting delays.
5Fees, payment and GST
- Fees. Fees are as set out in the applicable quote or Service Contract. Fixed-price deliverables are charged as agreed; managed and ongoing services are charged on the agreed recurring basis.
- GST. Unless stated otherwise, fees are exclusive of GST. Where GST applies, it will be added to invoices and shown separately, and we will provide a valid tax invoice.
- Invoicing and payment terms. Invoices are payable within the period stated on the invoice or, if none is stated, within 14 days of the invoice date. Deposits or milestone payments may be required as set out in the Service Contract.
- Late payment. We may charge interest on overdue amounts and/or suspend services (including hosting and support) until payment is received. You are responsible for reasonable costs we incur in recovering overdue amounts.
- Third-party costs. Costs for third-party services, licences, subscriptions and infrastructure (including AI platform and hosting charges) are either passed through to you or paid by you directly, as agreed.
6Ongoing contracts and termination
Managed and ongoing services continue for the term set out in the Service Contract and renew or terminate as specified there. Either party may terminate an engagement in accordance with the Service Contract, including for material breach that is not remedied within a reasonable notice period. On termination:
- you must pay for all services performed and costs incurred up to the termination date;
- we will, on request and where reasonably practicable, assist with an orderly transition on agreed terms; and
- each party will return or, where agreed, destroy the other party's confidential information.
Suspension or termination of hosting or support may affect the availability of deployed systems. You are responsible for maintaining your own backups unless backup is an agreed part of your managed contract.
7Intellectual property
- Pre-existing IP. Each party retains ownership of intellectual property it owned before the engagement, and of its own tools, frameworks, libraries and know-how, including any of our pre-existing or general-purpose components used in delivering the work.
- Deliverables. Unless otherwise agreed in the Service Contract, ownership of custom deliverables created specifically for you transfers to you upon full payment of all amounts due for that engagement.
- Our retained tools. We retain ownership of our underlying methodologies, reusable components and general know-how, and grant you a non-exclusive licence to use them to the extent embedded in your deliverables.
- Third-party and open-source components. Some deliverables may incorporate third-party or open-source software licensed under their own terms, which you agree to comply with.
- Portfolio. Unless you ask us in writing not to, we may identify you as a client and describe the general nature of the work for our portfolio and marketing, without disclosing your confidential information.
8Confidentiality
Each party may receive confidential information from the other. Each party agrees to keep the other's confidential information secure, use it only for the purposes of the engagement, and not disclose it except to personnel and subprocessors who need it and are bound by similar obligations, or as required by law. This clause survives termination.
9Privacy and data
Our handling of personal information is described in our Privacy Policy, which forms part of these Terms. Where we process data on your behalf as part of delivering services — including via third-party AI platforms and subprocessors — we do so in accordance with our Privacy Policy and the applicable Service Contract. You are responsible for ensuring you have the rights and consents needed to provide that data to us.
10Client portal accounts
If you are given access to our client portal, you are responsible for keeping your login credentials secure and for all activity under your account. You must notify us promptly of any unauthorised access or suspected security breach. We may suspend or revoke access where reasonably necessary to protect the security of the portal or our clients.
11Warranties and Australian Consumer Law
We will perform our services with due care and skill and in a professional manner.
Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you may have under the Competition and Consumer Act 2010(Cth), including the Australian Consumer Law (“ACL”), or any other law that cannot lawfully be excluded. Where our services come with guarantees that cannot be excluded under the ACL, and the services are of a kind ordinarily acquired for personal, domestic or household use, you may be entitled to remedies as provided by the ACL.
To the extent permitted by law, and where the services are supplied other than to a consumer of a kind ordinarily acquired for personal, domestic or household use, our liability for a breach of a non-excludable guarantee is limited, at our option, to resupplying the services or paying the cost of having the services resupplied.
Except as set out above and to the extent permitted by law, all other warranties, conditions and guarantees, whether express or implied, are excluded. We do not warrant that software or systems will be error-free or operate without interruption, or that AI outputs will be accurate, complete or fit for every purpose. AI systems can produce incorrect or unexpected results, and you are responsible for reviewing outputs before relying on them for business decisions.
12Limitation of liability
To the maximum extent permitted by law:
- neither party is liable for any indirect, special or consequential loss, or for loss of profits, revenue, data, goodwill or anticipated savings; and
- our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence), under statute or otherwise, is limited to the total fees paid by you to us for that engagement in the 12 months preceding the event giving rise to the liability.
Nothing in these Terms limits liability that cannot be limited by law, including under the ACL.
13Indemnity
You agree to indemnify us against loss, damage, cost or expense we suffer arising from your breach of these Terms, your misuse of the services, or your provision of data or materials to us in breach of any third party's rights or any law, except to the extent caused by our own negligence or breach.
14Website use
The Website and its content are provided for general information. You must not use the Website unlawfully, attempt to gain unauthorised access to it, or interfere with its operation. Website content is owned by us or our licensors and may not be copied or reused without permission, except as permitted by law. The Website may contain links to third-party sites, which we do not control and are not responsible for.
15Force majeure
Neither party is liable for failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, outages, failures of third-party platforms or infrastructure, or changes in law.
16General
- Assignment. You may not assign these Terms without our consent. We may assign or novate them in connection with a sale or restructure of our business.
- Variation. We may update these Terms from time to time; the current version will be available on our Website. Material changes to an active engagement will be agreed with you.
- Severability. If any provision is found to be unenforceable, the remaining provisions continue in effect.
- Waiver. A failure to enforce a provision is not a waiver of it.
- Entire agreement. These Terms, together with any Service Contract and our Privacy Policy, form the entire agreement between us regarding their subject matter.
17Governing law
These Terms are governed by the laws of the State of Queensland, Australia. You and we submit to the non-exclusive jurisdiction of the courts of Queensland and the courts competent to hear appeals from them.