Terms of Service

Last updated: March 2026  |  Effective: March 2026

These Terms of Service ("Terms") constitute a legally binding agreement between you (whether personally or on behalf of an entity, "you" or "Client") and Code Nexas Pty Ltd (ABN pending) ("Code Nexas", "we", "us", or "our"), governing your access to and use of our websites (codenexas.com.au, ziplineos.com.au, and all associated subdomains), our software-as-a-service platform ZiplineOS, and any related products, tools, APIs, or services (collectively, the "Services").

By accessing or using any of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree to these Terms, you must not access or use the Services.

1. Definitions

  • "Agreement" means these Terms, together with any Order Form, Statement of Work, or Service Level Agreement executed between the parties.
  • "Client Data" means all data, content, and information submitted, uploaded, or stored by you or your authorised users through the Services.
  • "Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential.
  • "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, domain names, source code, designs, and other proprietary rights.
  • "Services" means the Code Nexas websites, ZiplineOS platform, custom software solutions, APIs, documentation, and any other products or services we provide.
  • "User" or "Authorised User" means any individual authorised by the Client to access and use the Services under the Client's account.
  • "Subscription Period" means the duration of the Client's active subscription plan.

2. Account Registration and Access

2.1 Account Creation

To access certain features of the Services, you may be required to create an account. You agree to:

  • Provide accurate, current, and complete registration information
  • Maintain and promptly update your account information
  • Maintain the security and confidentiality of your login credentials
  • Accept responsibility for all activities that occur under your account
  • Notify us immediately of any unauthorised access or security breach

2.2 Authorised Users

If you register on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms. You are responsible for ensuring that all Authorised Users comply with these Terms.

3. Use of Services

3.1 Permitted Use

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for your internal business purposes during the term of your subscription or service agreement.

3.2 Prohibited Activities

You agree not to, and shall not permit any Authorised User to:

  • Use the Services for any unlawful purpose or in violation of any applicable law or regulation
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services
  • Copy, modify, adapt, or create derivative works based on the Services
  • Sublicense, sell, resell, lease, or otherwise transfer rights to the Services to any third party
  • Interfere with, disrupt, or attempt to gain unauthorised access to the Services or related systems
  • Introduce viruses, malware, or other harmful code into the Services
  • Scrape, harvest, or collect information from the Services by automated means without our prior written consent
  • Use the Services in a manner that could damage, disable, overburden, or impair our systems
  • Circumvent any security measures, access controls, or usage limits
  • Use the Services to store or transmit content that infringes any third-party intellectual property rights
  • Use the Services to store or process data subject to regulatory requirements (e.g. health records under the My Health Records Act 2012) without entering into a separate data processing agreement

4. Intellectual Property

4.1 Our Intellectual Property

The Services, including all source code, software, databases, functionality, designs, text, graphics, logos, trademarks, and other content (collectively, "Platform IP") are owned by or licensed to Code Nexas and are protected by Australian and international copyright, trademark, patent, and other intellectual property laws. Nothing in these Terms transfers any ownership of Platform IP to you.

4.2 Client Data Ownership

You retain all ownership rights in your Client Data. By using the Services, you grant us a limited, non-exclusive licence to host, store, process, and display your Client Data solely as necessary to provide the Services to you. We will not use your Client Data for any purpose other than delivering the Services, unless we have your prior written consent.

4.3 Data Portability

Upon written request, we will provide an export of Client Data in a structured, machine-readable format within 30 days. Data export is available at any time during the Subscription Period and for 30 days following termination.

4.4 Custom Development

For custom software development projects, intellectual property ownership will be governed by the specific terms set out in the applicable Statement of Work or service agreement. Unless otherwise agreed in writing, upon full payment for custom development work, the Client receives full ownership of the bespoke source code and related deliverables created specifically for the Client. Pre-existing IP, frameworks, libraries, and general-purpose tools used or developed by Code Nexas remain our property.

4.5 Feedback

If you provide us with feedback, suggestions, or ideas regarding the Services ("Feedback"), you grant us a perpetual, irrevocable, royalty-free licence to use, modify, and incorporate such Feedback into the Services without restriction or obligation to you.

5. Fees, Payment, and Taxes

5.1 Fees

Fees for the Services are set out in the applicable Order Form, pricing page, or service agreement. All fees are quoted in Australian Dollars (AUD) unless otherwise specified. We reserve the right to modify pricing with 30 days' prior written notice.

5.2 Payment Terms

Invoices are payable within 14 days of the invoice date unless otherwise agreed. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We reserve the right to suspend access to the Services for accounts with overdue balances exceeding 30 days.

5.3 Taxes

All fees are exclusive of GST and other applicable taxes. You are responsible for paying all taxes associated with your use of the Services, except for taxes based on Code Nexas's net income. Where required by law, we will add GST to invoices.

6. Confidentiality

6.1 Obligations

Each party agrees to:

  • Hold the other party's Confidential Information in strict confidence
  • Not disclose Confidential Information to any third party without prior written consent, except to employees, contractors, or advisers who have a need to know and are bound by confidentiality obligations at least as restrictive as these Terms
  • Use Confidential Information solely for the purposes contemplated by these Terms
  • Protect Confidential Information using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care

6.2 Exclusions

Confidentiality obligations do not apply to information that:

  • Is or becomes publicly available through no fault of the receiving party
  • Was known to the receiving party prior to disclosure
  • Is independently developed by the receiving party without reference to the Confidential Information
  • Is rightfully received from a third party without restriction
  • Is required to be disclosed by law, regulation, or court order (with prompt notice to the disclosing party where permitted)

6.3 Duration

Confidentiality obligations survive termination of these Terms for a period of three (3) years, except for trade secrets, which are protected indefinitely.

7. Service Levels and Support

7.1 Availability

We use commercially reasonable efforts to maintain the availability of the Services. Specific uptime commitments, if applicable, will be set out in a separate Service Level Agreement (SLA).

7.2 Maintenance

We may perform scheduled maintenance that temporarily affects the availability of the Services. We will provide reasonable advance notice of planned maintenance windows. Emergency maintenance may be performed without prior notice when necessary to address security vulnerabilities or critical system issues.

7.3 Support

Support availability and response times are determined by the applicable support plan or service agreement. Unless otherwise agreed, support is available during business hours (9:00 AM – 6:00 PM AEST, Monday to Friday).

8. Data Protection

Our collection, use, and handling of personal information is governed by our Privacy Policy, which forms part of these Terms. Additionally:

  • We will process Client Data in accordance with applicable data protection laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles
  • Primary client data is stored on infrastructure located in Australia
  • We will not access your Client Data except as necessary to provide the Services, prevent or address technical problems, or as required by law
  • Upon termination, we will make your Client Data available for export for a period of 30 days, after which it may be securely deleted

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that:

  • The Services will be provided in a professional and workmanlike manner consistent with generally accepted industry standards
  • The Services will perform materially in accordance with the applicable documentation
  • We will not knowingly introduce any viruses, malware, or other harmful code into the Services
  • We have the right and authority to enter into these Terms and to provide the Services

9.2 Disclaimer

Except as expressly set out in these Terms, the Services are provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or completely secure.

9.3 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on you by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable law that cannot be excluded, restricted, or modified by agreement.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, business opportunities, or goodwill, regardless of the cause of action or theory of liability, even if advised of the possibility of such damages.

10.2 Cap on Liability

To the maximum extent permitted by applicable law, each party's total aggregate liability arising out of or in connection with these Terms shall not exceed the greater of: (a) the total fees paid or payable by the Client to Code Nexas in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) AUD $10,000.

10.3 Exceptions

The limitations in this Section 10 do not apply to:

  • Either party's breach of confidentiality obligations
  • Either party's indemnification obligations
  • Client's payment obligations
  • Liability arising from wilful misconduct, fraud, or gross negligence
  • Liability that cannot be limited under applicable law, including the Australian Consumer Law

11. Indemnification

11.1 By Code Nexas

We will defend, indemnify, and hold harmless the Client from and against any third-party claims alleging that the Services (excluding Client Data) infringe any Australian intellectual property right, and will pay any damages finally awarded or settlements approved, provided the Client: (a) promptly notifies us in writing; (b) grants us sole control of the defence and settlement; and (c) provides reasonable cooperation.

11.2 By Client

The Client will defend, indemnify, and hold harmless Code Nexas from and against any third-party claims arising from: (a) the Client's use of the Services in violation of these Terms; (b) Client Data or the Client's business practices; or (c) the Client's violation of any applicable law or regulation.

12. Term and Termination

12.1 Term

These Terms are effective from the date you first access the Services and remain in effect until terminated by either party. Subscription-specific terms are governed by the applicable Order Form or service agreement.

12.2 Termination for Convenience

Either party may terminate the Agreement by providing 30 days' written notice to the other party. For subscription services, termination for convenience takes effect at the end of the then-current billing period.

12.3 Termination for Cause

Either party may terminate the Agreement immediately upon written notice if:

  • The other party materially breaches these Terms and fails to cure such breach within 14 days of receiving written notice
  • The other party becomes insolvent, enters into administration, or has a receiver or liquidator appointed

12.4 Effect of Termination

Upon termination:

  • Your right to access and use the Services will cease immediately
  • You must pay any outstanding fees for Services rendered up to the termination date
  • We will make your Client Data available for export for 30 days following termination
  • Each party must return or destroy the other party's Confidential Information
  • Sections that by their nature should survive (including Sections 4, 6, 9, 10, 11, and 14) will survive termination

13. Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, acts of government, pandemics, cyberattacks, power outages, telecommunications failures, or industrial disputes. The affected party must provide prompt notice and use commercially reasonable efforts to mitigate the impact.

14. General Provisions

14.1 Governing Law and Jurisdiction

These Terms are governed by the laws of the State of New South Wales, Australia, without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts of New South Wales and any courts of appeal therefrom.

14.2 Dispute Resolution

Before commencing any legal proceedings, the parties agree to attempt to resolve disputes through the following process:

  1. Negotiation: The parties will attempt to resolve the dispute through good-faith negotiation within 14 days of written notice of the dispute.
  2. Mediation: If negotiation fails, the parties will submit the dispute to mediation administered by the Australian Disputes Centre (ADC) in Sydney, NSW. The costs of mediation will be shared equally.
  3. Litigation: If mediation fails to resolve the dispute within 30 days, either party may commence legal proceedings.

14.3 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets.

14.4 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

14.5 Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. A waiver of any breach shall not constitute a waiver of any subsequent breach.

14.6 Entire Agreement

These Terms, together with any Order Forms, Statements of Work, Service Level Agreements, and the Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

14.7 Notices

All notices under these Terms must be in writing and will be deemed given when delivered personally, sent by email with confirmed receipt, or sent by registered mail. Notices to Code Nexas should be sent to:

14.8 Amendments

We may modify these Terms from time to time. We will provide at least 30 days' notice of material changes by posting the updated Terms on our website and, for active subscribers, by email notification. Your continued use of the Services after the effective date of any modification constitutes acceptance of the modified Terms.

15. Contact Us

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