Legals

1. Background and Introduction to Terms of Use

Through our websites, products, applications and platforms across the Engenesis Ecosystem, we may provide you with information regarding our company, related entities, our programs, and offerings, as well as our contact information.

These Terms of Use outline what you need to be aware of when you use our website, products, applications and platforms across the Engenesis Ecosystem, link to them from your own site or visit other sites via a link from our website. These terms set out the legal relationship between you and the Engenesis entity that owns or operates the product that you are using.

By accessing, viewing, relying on or otherwise using our website, you accept these Terms of Use and agree to be bound by them and by any other notice contained on our website (as amended from time to time).

If you do not accept these Terms of Use you are not authorised to use our website or our services.


2. Meaning of words

In these Terms of Use:

• notice includes a disclaimer, a disclosure or other statement, a consent and terms of use; and
• related body corporate has the meaning given in the Corporations Act 2001 (Cth);
• we, us and our refer to Engenesis Services Pty Ltd (ABN 75 616 893 700), Being Profile Pty Ltd (ABN 16 632 335 258), and include any of its related bodies corporate.
• you refers to you the user of our website, products, applications and platforms across the Engenesis Ecosystem
• the singular includes the plural and vice versa.


3. License to use and fees

• We grant you a non-exclusive license to use our services only for the purpose of accessing the information available from our website, applying for and accessing our platform, activities, and initiatives and using the provided contact details or online form.
• The license granted under section 3 is for the period until such time as these Terms of Use terminate in accordance with section 13.


4. Using our website and services

By using our website and our programs and initiatives you understand, confirm, acknowledge and agree that:

• the data and information on the website are provided to you in good faith for informational and donation purposes only. It is not intended for any other purposes;
• we do not endorse or recommend the services or offering of any individual, firm or company that may be referred or introduced to you by us via the website or via our programs or initiatives;
• the posting of any content does not constitute any offer or supply of goods or services by us to you;
• we do not make any representations or warranties in relation to the website content and in particular as to whether it is reliable, accurate, up to date or complete;
• we do not warrant that the website will be uninterrupted, timely, secure, or error-free; and
• if you use a link to our website, you will include on your own website any disclaimer, notices or pop up pages that we may require in order to advise users that they are being redirected to our website.


5. Limitation of liability

To the extent permitted by law, neither we, nor any of our employees, agents or officers are liable to you for any direct or indirect loss or liability arising from, or any costs, charges or expenses you incur in connection with:

• information published, displayed or available on our services;
• your use of our services;
• any action taken, failure to act, decision made or reliance by you on the basis of the website content and the data and information in the website;
• any modification, suspension or discontinuance of our website;
• any errors or delays in the website content, or for any actions you or third parties may take in reliance on it;
• your use of any services, products or offering provided by any individual, firm or company referred by us to you via the website. This limitation applies whether your claim would otherwise arise in contract, under the law of torts (including negligence), by statute or otherwise.


6. Indemnity

You agree to indemnify and hold us harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of:
• any content you submit, post, transmit or make available through the website;- your use of the website and our programs, activities, and initiatives; and- any violation of these Terms of Use.


7. Website security

We do not guarantee that information transmitted over the internet is totally secure. Therefore, when you send us information you do so at your own risk. Once we have received it, we take reasonable steps to keep the information secure while it is in our own systems but we do not guarantee that it is secure.

Your use of our website is at your own risk. We do not guarantee that our website is free from viruses, or that access to our website, programs or initiatives will be uninterrupted. You should, therefore, ensure that your equipment is protected from viruses and any other interference that could damage your equipment.


8. Information about you & your privacy

Our Privacy Policy sets out how we deal with personal information generally. If these Terms of Use are inconsistent with our Privacy Policy, these Terms of Use will take precedence.


9. Collecting information & cookies

When you use our website, we may collect personal information about you. Ordinarily, we tell you the purposes for which we collect that information when it is collected.

As a general rule, we only collect such information which is necessary for us to receive your donations and to involve you in our programs, campaigns and initiatives or to maintain our relationship with you.

The information we collect about you depends on how you use our website and may involve the use of “cookies”. Please refer to our Privacy Policy for details on how we may use cookies on our website.


10. Third party websites

Our website may contain links to other websites operated by third parties. We do not endorse or otherwise approve the owners or operators of the third party website, or the information, graphics, and material on those websites or the goods or services (including software) offered on those websites.

To the extent permitted by law, we are not responsible or liable for, and give no warranty in respect of, any third party website or the goods and services (including software) offered on any third party website or any information appearing on any website we may offer.

We may receive payments from third parties in relation to goods or services supplied or received as a result of users and third parties accessing any links to third party websites contained in our website.

Third party websites are not subject to our privacy standards so you should review the privacy policy and any other relevant notice that appears on a third party website.


11. Copyright & trademarks

The material on our website is protected by copyright. Other than for the purposes and subject to the conditions prescribed under the Copyright Act 1968 (Cth), you must not reproduce, upload to a third party, link to, frame, store in a retrieval system or transmit any part of it without our prior written consent.

Our website includes registered trademarks owned by us (or our licensors). You must not use any of these trademarks in any way without our prior written consent.

By accessing the website, you agree not to redistribute the information obtained from the website, or through another user of our website without our prior written consent.


12. Permitted use and license

You agree to not use the website:

• for any purpose that is unlawful or prohibited by these Terms of Use;
• in any manner that could damage, disable, overburden, or impair our server, or the network(s) connected to our server, or interfere with any other party’s use and enjoyment of the website;
• to attempt to gain unauthorised access to any service, other accounts, computer systems or networks connected to our server or services through hacking, password mining or any other means;- to attempt to obtain any materials or information through any means not intentionally made available through our website;
• to impersonate any person or entity;
• to submit through any online form or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation unless expressly authorised to do so;

The information on our website, the services and these Terms of Use have been prepared in accordance with the laws of the State of New South Wales, and the Commonwealth of Australia. The website may not comply with the laws of any other country.


13. Termination and modification of service

We may in our sole discretion immediately suspend, terminate or limit your access to the website if we deem that you are in breach of the Terms of Use or our Privacy Policy.

We will notify you of such suspension, termination or limitation by email within five (5) business days. You agree that we will not be liable to you or any third-party for any termination of your access to the website.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the website (or any part thereof) with or without notice.


14. Changes to these Terms of Use

This statement sets out our current Terms of Use. It replaces any other Terms of Use which we have previously issued.

We may amend these Terms of Use at any time. If we do, we will publish the amended version on our website (www.engenesis.com/privacy). By accepting these Terms of Use, you agree that our publishing of an amended version will be sufficient notice of any changes and that your subsequent access to, viewing, reliance on or other use of our website will constitute your acceptance of those amendments.

Changes to the fee schedule will take effect 30 days after this change is published on our website.

We suggest you periodically review our Terms of Use for any changes.

All information on the website and provided with the services is subject to change without notice.


15. Contacting us

If you have any questions regarding these Terms of Use please contact us at hello@engenesis.com

Engenesis Services Terms & Conditions

Parties

This Agreement is made between:

• Service Provider: Engenesis Services Pty Ltd (ACN 616 893 700); and

• Recipient: The client entity or individual named in the Proposal or SoW, who has engaged the Service Provider to perform the Services.

Recitals

A. The Service Provider is engaged in the business of providing technology development, product design, consulting, and related professional services.

B. The Recipient wishes to engage the Service Provider to perform the Services as outlined in a Proposal or Scope of Work (SoW), and the Service Provider agrees to provide the Services under the terms set out in this Agreement.

C. This Agreement governs the provision of all Services, including but not limited to fixed project-based engagements, time-based retainers, and consulting deliverables.

1. Definitions and Interpretation

1.1 In this Agreement:

• "Agreement" means this agreement including all schedules, annexures, and attachments.

• "Deliverables" means the final outputs produced by the Service Provider and intended for delivery to the Recipient as part of the Services.

• "Recipient" means the entity or individual receiving the Services.

• "Service Provider" means Engenesis Services Pty Ltd or any related entity named in the Proposal.

• "SoW" or "Proposal" refers to any Scope of Work, Proposal, or similar document outlining the Services.

• "Services" includes consulting, product design, software development, or any other service outlined in a Proposal or SoW.

• "Retainer Services" means ongoing consulting, product design, development or support services delivered on a recurring basis.

"Customer Data" means data, content, or materials provided by the Recipient.

"Confidential Information" means all non-public, confidential, or proprietary information disclosed by one party to the other.

"Business Day" means a day other than a Saturday, Sunday or public holiday in New South Wales.

"Force Majeure Event" means any event beyond the reasonable control of a party, including but not limited to natural disasters, pandemic, war, terrorism, government restrictions, or industrial disputes.

1.2 Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa. References to a person include an individual, partnership, corporation, association, government body and other entities.

2. Term and Engagement

2.1 The engagement begins upon acceptance of the Proposal or signing of this Agreement and continues until the Services are completed or terminated in accordance with this Agreement.

2.2 The duration for fixed project-based Services shall be specified in the applicable Proposal or SoW. For consulting or Retainer Services, the cessation date may not be fixed and shall be governed by the agreed terms or notice period set out in the Proposal.

2.3 Either party may terminate the engagement by providing written notice in accordance with clause 10.

2.4 The Service Provider is not obliged to commence work until all required information, documents, and initial payments (if any) have been provided by the Recipient.

2.5 The relationship between the parties is that of independent contractors. Nothing in this Agreement constitutes a partnership, joint venture, employment, or agency relationship unless expressly stated.

3. Services

3.1 The Service Provider will provide the Services described in the applicable Proposal or Scope of Work (SoW), which may include software development, product design, consulting, advisory, or other related services.

3.2 The Services may be delivered in stages or milestones, and the Service Provider reserves the right to determine the order and method of delivery unless otherwise agreed in writing.

3.3 The Recipient acknowledges that Services involving consulting or strategy development may evolve over time and may not have pre-defined deliverables at the outset. In such cases, the Parties will mutually agree on deliverables during the course of the engagement.

3.4 The Service Provider will use reasonable commercial efforts to deliver the Services in accordance with any timelines or milestones specified in the Proposal or SoW but does not guarantee that such timelines will always be met.

3.5 The Recipient agrees to provide timely access to relevant personnel, documentation, systems, and other resources as reasonably required for the Service Provider to perform the Services.

3.6 The Service Provider may engage subcontractors or affiliates to perform parts of the Services, provided it remains responsible for the overall delivery and quality of the Services. The Service Provider will ensure that any subcontractor is bound by confidentiality and data security obligations no less protective than those in this Agreement.

4. Changes and Additional Work

4.1 Any changes to the scope, deliverables, or timeline of the Services must be agreed in writing by both parties.

4.2 Where the Recipient requests additional work beyond the agreed scope, the Service Provider may provide a revised estimate or issue a variation to the Proposal or SoW.

4.3 Additional work requested by the Recipient and performed by the Service Provider without a formal variation shall be invoiced at the Service Provider's standard rates unless otherwise agreed.

4.4 The Service Provider reserves the right to decline additional work requests if they are deemed unreasonable, outside the expertise of the team, or materially affect the timelines or resource allocations of other engagements.

5. Fees and Invoicing

5.1 The Recipient agrees to pay the Service Provider the fees outlined in the applicable Proposal or SoW.

5.2 Fees may be structured as fixed amounts, time and materials, retainers, or a combination, as specified in the Proposal or SoW.

5.3 The Service Provider will issue invoices in accordance with the agreed payment schedule. If no schedule is specified, invoices will be issued monthly or upon completion of key milestones.

5.4 All fees are exclusive of GST unless otherwise stated. The Recipient must pay any applicable taxes or duties in addition to the fees.

5.5 Invoices must be paid in full within the due date stated. The Service Provider reserves the right to suspend work in the event of delayed payment.

5.6 Where the Recipient is entitled to claim reimbursement of any expenses incurred by the Service Provider, such claims must be agreed in advance and will be itemised with supporting documentation.

6. Payment and Debt Recovery

6.1 The Recipient must pay each invoice in full by the due date stated on the invoice.

6.2 If the Recipient fails to make payment by the due date, the Service Provider may:

(a) suspend the provision of Services until all outstanding amounts are paid;

(b) charge interest on the overdue amount at a rate of 1.5% per month, calculated daily; and

(c) charge the Recipient for any debt recovery costs, legal fees, collection agency fees, and administration charges incurred due to non-payment.

6.3 Where part payment has been made, the Service Provider may apply payments toward the most aged invoices first unless otherwise agreed in writing.

6.4 The Recipient may not withhold payment or offset any amount due against any claim, dispute, or complaint unless formally agreed by the Service Provider.

6.5 If any consulting session or time-based Service is booked and the Recipient fails to attend or provide prior notice of cancellation, the Service Provider reserves the right to deem that session forfeited and charge the full fee.

6.6 All fees are non-refundable unless otherwise stated or required by law.

6.7 If a payment plan is agreed, failure to make payment on a scheduled date may result in the entire outstanding balance becoming due immediately.

6.8 The Service Provider may retain or withhold any Deliverables or transfer of intellectual property until full payment is received.

6.9 Liquidated damages may apply where the Recipient causes direct delay or loss to the Service Provider due to breach or failure to cooperate.

6.10 This clause survives termination of the Agreement.

7. Intellectual Property

7.1 The ownership of both parties' intellectual property rights in existence prior to the commencement of this Agreement are unaffected by any term of this Agreement.

7.2 Any intellectual property developed by the Service Provider during the course of this Agreement, including but not limited to code, data, materials, processes, methodologies, frameworks, design assets, and consulting outputs, is owned by the Service Provider upon its creation.

7.3 Except as may otherwise be specified in this Agreement, all Intellectual Property rights in the Customer Data are and will remain the property of the Recipient.

7.4 The Recipient grants the Service Provider a royalty-free, non-exclusive, revocable licence to use the Customer Data to the extent necessary to perform its obligations under this Agreement.

7.5 The Recipient grants to the Service Provider a royalty-free, non-revocable licence to reuse any non-confidential components, concepts, or frameworks developed in the course of delivering the Services, including:

• Reusable technical elements (e.g., general-purpose code snippets like calendars or login modules) that are not uniquely tailored to the Recipient;

• Generalised knowledge, strategies, or consulting insights (e.g., sales or marketing tactics) that are derived from the engagement but do not contain or rely on the Recipient's proprietary data or context-specific materials.

This licence applies only to elements that do not disclose, replicate, or rely on the Recipient's confidential information or uniquely commissioned outputs. Ownership of uniquely developed or confidential materials remains governed by clause 7.6.

7.6 Subject to clauses 6.8 and 7.2, the parties agree that the Recipient will own all Intellectual Property in the Deliverables specifically created for them under this Agreement—whether through project-based, consulting, or retainer engagements—provided the Recipient has paid all relevant Fees and met their obligations under this Agreement.

Deliverables may include systems, scripts, strategies, frameworks, or other consulting-generated outputs developed during the course of the engagement, whether or not they were pre-defined in the Proposal or Scope of Work, so long as they were clearly intended for the Recipient's use.

Ownership does not extend to the Service Provider's pre-existing intellectual property, proprietary methods, or general know-how, which remain the exclusive property of the Service Provider.

To avoid doubt, the Recipient will acquire full ownership rights to the final Deliverables intended for their use upon completion and payment, subject to the terms of this Agreement.

7.7 The Recipient acknowledges that certain elements used in the provision of Services may be subject to third-party licensing arrangements ("head licensor" terms). For clarity:

• In the context of Software Development Services, the Recipient acknowledges that some components (e.g., open-source libraries, third-party plugins, or licensed development tools) may be subject to separate licences. The Service Provider does not warrant ownership over these components and grants usage only to the extent allowed by the original licensor (the "head licensor").

• For Product Design Services, any use of licensed design elements (such as fonts, templates, or stock media) is also subject to the original licensing terms of the head licensor.

• For Consulting Services, any proprietary models, frameworks, or tools licensed to the Service Provider remain under the terms set by the head licensor and are not transferred to the Recipient.

In all cases, the Recipient obtains no rights or interests in such head-licensed intellectual property, and any rights to use such components are subject to the terms and scope defined by the original licence. The Service Provider will notify the Recipient in writing if any material head licensor restrictions apply to specific Deliverables.

7.8 The Recipient must not reverse engineer any software, source code, technical implementation, product, or automated process that may form part of the Services. This includes scenarios where the Recipient has not fulfilled their payment or contractual obligations, yet attempts to access or replicate parts of the Deliverables.

For consulting outputs or product design work that do not involve compiled or executable components, this restriction shall be interpreted as a prohibition on disassembling, replicating proprietary frameworks, or extracting methodologies for reuse without prior written consent from the Service Provider. This clause is intended to prevent unauthorised reuse of intellectual property in cases where ownership or rights have not been properly granted.

7.9 The Recipient agrees the Service Provider may reference and describe the nature of the Services and Deliverables, including outputs from Retainer Services, in general terms in its portfolio or in statements of project experience. This may include what was achieved or the types of problems solved. However, the Service Provider will not disclose the Recipient's identity, confidential business information, or any proprietary material, and will ensure all references are anonymised or generalised to prevent association with the Recipient unless prior written consent is provided.

8. Confidentiality

8.1 Each party agrees to keep the other party's Confidential Information private and not to disclose or use it except as necessary to perform its obligations under this Agreement or as required by law.

8.2 Confidential Information does not include information that:

(a) is or becomes public knowledge without breach of this Agreement;

(b) is received from a third party who is not under an obligation of confidence;

(c) is independently developed without use of or reference to the Confidential Information.

8.3 Each party must take reasonable steps to protect the confidentiality of the other party's Confidential Information.

8.4 The obligations in this clause survive the termination or expiry of this Agreement.

9. Warranties and Liability

9.1 The Service Provider warrants that it will perform the Services with reasonable care, skill, and diligence in accordance with industry standards.

9.2 The Service Provider does not warrant that the Services or Deliverables will be uninterrupted or error-free, or that they will meet the Recipient's individual needs beyond what is expressly set out in the Proposal or SoW.

9.3 To the fullest extent permitted by law:

(a) all implied warranties, guarantees and representations not expressly stated in this Agreement are excluded;

(b) the Service Provider's total liability under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the total amount paid by the Recipient to the Service Provider for the Services;

(c) the Service Provider is not liable for any indirect or consequential loss, loss of profit, business interruption, or loss of data.

9.4 The Recipient acknowledges that the success of consulting, design or development Services may be influenced by factors outside the Service Provider's control, including the Recipient's own decisions, inputs, and systems.

10. Termination

10.1 Either party may terminate this Agreement by giving 14 days' written notice to the other party without cause.

10.2 Exception – Fixed-Price or Milestone-Based Projects:

Notwithstanding clause 10.1, where the Services are provided on a fixed-price or milestone-based basis as outlined in the Proposal or Scope of Work, the Recipient may not terminate this Agreement without cause. In such cases, termination is only permitted if both parties agree in writing to terminate the Agreement, including agreement on payment for all completed work and a mutually acceptable disengagement arrangement.

10.3 Either party may terminate this Agreement immediately by written notice if the other party:

(a) commits a material breach of any provision of this Agreement which is not capable of remedy or, if capable of remedy, is not remedied within 14 days after receiving written notice requiring it to do so;

(b) is unable to pay its debts as and when they fall due, becomes bankrupt, or is placed in liquidation or administration;

(c) enters into a compromise or arrangement with creditors or has a receiver appointed;

(d) ceases, or threatens to cease, carrying on business or substantially all of its business; or

(e) experiences any analogous event under the laws of any applicable jurisdiction.

10.4 Upon termination for any reason:

(a) the Recipient must immediately pay all outstanding invoices and fees for work performed up to the date of termination;

(b) any licence or right to use any part of the Deliverables granted under this Agreement is revoked unless already fully paid for and explicitly granted on a perpetual basis;

(c) the Service Provider may withhold any incomplete or unpaid Deliverables until all outstanding amounts have been settled;

(d) each party must return or destroy all Confidential Information of the other party upon written request; and

(e) all provisions of this Agreement intended to survive termination (including but not limited to those relating to payment, confidentiality, intellectual property, limitation of liability and dispute resolution) shall remain in effect.

11. Dispute Resolution

11.1 In the event of a dispute, the parties must first attempt to resolve it through informal discussions and good faith negotiations within 14 days of the dispute arising.

11.2 If the dispute remains unresolved after this period, either party may escalate the issue to senior representatives of each party, who must meet or confer (in person or virtually) within a further 7 days to attempt resolution.

11.3 If the dispute is not resolved through negotiation, the parties must proceed to mediation before taking any legal action. Mediation must be conducted:

(a) in Sydney, New South Wales;

(b) by a mediator agreed between the parties or, failing agreement, appointed by the Resolution Institute;

(c) with both parties sharing the costs equally unless agreed otherwise.

11.4 If mediation does not result in a resolution within 30 days, either party may initiate court proceedings.

11.5 This clause does not prevent either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction to protect its rights.

12. General Provisions

12.1 Entire Agreement: This Agreement (including the Proposal or SoW and any schedules or attachments) constitutes the full and complete understanding between the parties and supersedes all prior agreements, proposals, representations, and communications, whether oral or written.

12.2 Amendment: No amendment or variation of this Agreement is effective unless it is in writing and signed by both parties.

12.3 Assignment: Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except that the Service Provider may assign to a related body corporate.

12.4 Waiver: A waiver of any right under this Agreement is only effective if in writing and applies only to the specific instance and purpose for which it is given. Failure to enforce any provision does not constitute a waiver of future enforcement.

12.5 Severability: If any part of this Agreement is held to be invalid or unenforceable, that part will be severed, and the remaining provisions will continue in full force and effect.

12.6 Notices: Any notice under this Agreement must be in writing and delivered to the contact details specified in the Proposal or subsequently advised by the receiving party. Notices may be delivered by email, hand, or registered post and are deemed received:

(a) when sent by email, at the time of delivery unless a bounce-back or delivery failure is received;

(b) if delivered by hand, upon delivery;

(c) if sent by post, 5 business days after posting.

12.7 Governing Law and Jurisdiction: This Agreement is governed by the laws of New South Wales, Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of that State.

12.8 Survival: Clauses which by their nature are intended to survive termination, including those concerning confidentiality, IP ownership, liability, dispute resolution, and outstanding payments, will remain in effect after the Agreement ends.

12.9 Force Majeure: If a party is prevented or delayed in performing its obligations under this Agreement due to a Force Majeure Event, it must promptly notify the other party in writing. The affected obligations will be suspended for the duration of the Force Majeure Event, and the time for performance extended accordingly. If the delay exceeds 30 days, either party may terminate the affected Services by written notice without liability.