These terms apply only when a client accepts a written GA Applications proposal, statement of work, order or other document that incorporates them. They are designed to make responsibilities and decision points visible. Project-specific documents can amend these terms and should be reviewed before acceptance.
Document order. If documents conflict, the order is: a signed variation; the accepted statement of work or proposal; any expressly incorporated schedule or data-processing terms; these Client Project and Service Terms; then the public
Website Terms. A document changes this order only if it says so expressly.
1. Parties, authority and agreement
“GA Applications”, “we” and “us” mean Godara And Arya Applications Pty Ltd. “Client” and “you” mean the person or organisation identified in the accepted project document. Each person accepting for an organisation confirms that they have authority to bind it.
A request, estimate or discussion is not a commitment to deliver. A project begins only after written acceptance, any required initial payment and receipt of the inputs identified as prerequisites. Electronic acceptance and signatures may be used where lawful.
2. Scope, assumptions and change control
We will provide the deliverables and services expressly listed in the accepted project document. Anything not listed is excluded, including additional content, data entry, integrations, licences, migration, training, compliance advice, hosting or ongoing support unless stated otherwise.
- Assumptions and dependencies form part of the scope.
- A request that changes a deliverable, quantity, integration, dependency, acceptance criterion or approved direction is a change request.
- We may pause changed work while we describe its effect on fees, timing, risk and previous approvals.
- A change proceeds only after written approval by the authorised decision-maker.
3. Client responsibilities and approvals
The Client must provide accurate content, lawful instructions, timely access, appropriate credentials, named decision-makers and consolidated feedback. The Client is responsible for reviewing business facts, prices, legal statements, regulated claims, accessibility requirements, privacy notices and permissions in material it supplies or approves.
Approvals authorise us to proceed on the approved basis. Rework caused by late, contradictory or previously omitted information may require a variation. We may refuse an instruction that appears unlawful, unsafe, misleading, insecure or outside our competence, and will explain the concern where reasonably possible.
4. Fees, invoices and third-party costs
Fees, currency, tax treatment, deposits and milestones are stated in the project document. Invoices are payable by the stated due date without set-off except where law requires otherwise. Reasonable recovery costs and interest may apply to overdue undisputed amounts only if specified in the accepted project document and permitted by law.
Third-party subscriptions, domains, hosting, advertising, certificates, stock assets, APIs, messages, models, platform fees and regulated specialist work are payable by the Client unless expressly included. We will seek approval before committing a material unlisted third-party cost. We may suspend affected work or access after written notice if an undisputed invoice remains overdue.
5. Schedule and delay
Dates depend on timely inputs, decisions, access and third-party availability. Unless expressly described as a fixed deadline, a date is a good-faith estimate. If Client inputs or approvals are late, we may move the schedule, reallocate resources and charge agreed restart or remobilisation costs. We will give reasonable notice before doing so.
If a project is inactive because required Client action is missing, we may place it on hold. After reasonable written notice, a prolonged hold may be treated as termination for convenience under section 13.
6. Review, testing and acceptance
The project document should identify review stages and acceptance criteria. The Client must test deliverables in the intended environment and report reproducible material non-conformities within the stated review period. We will correct verified in-scope non-conformities and resubmit the affected item.
A deliverable is accepted when the Client approves it in writing, uses it in production, or does not identify a material failure against the agreed acceptance criteria within the review period after a clear acceptance request. This does not remove rights or remedies that cannot lawfully be excluded.
7. Intellectual property and licences
Each party retains ownership of material, know-how, templates, code, systems, data and intellectual property it owned or developed independently before the project. Third-party material remains subject to its own licence.
After full payment, the Client receives the ownership or licence to final bespoke deliverables described in the project document. Unless the project document expressly transfers them, GA Applications retains reusable methods, components, utilities, generic code, design systems, prompts, processes and improvements, and grants the Client a non-exclusive, perpetual licence to use those elements only as embedded in the paid deliverables.
The Client warrants that it has authority to supply and authorise use of its content, data, brands and instructions. GA Applications will not publish the Client’s name, logo or confidential project as a case study without permission.
8. Third-party platforms and external change
Third-party services are controlled by their providers. Their pricing, features, policies, availability, algorithms, APIs and compatibility can change. We are not responsible for a third party’s independent act or outage, but will use reasonable care when selecting, configuring or integrating a service within scope. Work required because of an external change is additional unless covered by an active support arrangement.
9. Privacy, data and security
Each party must comply with privacy and data-protection obligations that apply to its role. The Client decides what personal information and production data it authorises us to process and must avoid supplying unnecessary sensitive information. Additional data-processing, retention, hosting-location or security requirements must be agreed in writing before access is provided.
- Credentials must be transferred through the agreed secure method and limited to the access reasonably needed.
- Each party must protect accounts, devices and credentials under its control and promptly report a suspected incident affecting the project.
- Backups, recovery objectives, monitoring and incident-response duties apply only where expressly included.
- We may remove unnecessary access after delivery, termination or a security concern.
Our public Privacy Notice explains website and enquiry handling.
10. AI, automation and professional decisions
AI or automated outputs can be incomplete, inaccurate or unsuitable without review. Unless the project document expressly provides otherwise, such outputs assist people rather than make final legal, medical, financial, employment, safety, regulatory or similarly significant decisions. The Client remains responsible for trained human review and for the decisions it makes using a deliverable.
11. Search, advertising and commercial outcomes
We can implement agreed technical, content, measurement and search foundations. We do not guarantee rankings, indexing, AI citations, advertising placement, platform approval, traffic, enquiries, conversions, revenue or reputation outcomes because third-party systems, competition, demand, Client actions and market conditions remain outside our control. Any forecast is an estimate, not a promise.
12. Warranty, support and maintenance
We warrant that services will be performed with reasonable care and skill. During any written warranty period, we will investigate a reproducible failure of a delivered item to meet the agreed scope. Warranty does not include new requirements, content changes, misuse, unapproved alteration, unsupported environments, third-party change or faults outside our work.
Ongoing updates, monitoring, content, backups, security response, hosting administration and support are supplied only under an active written arrangement. See the public Warranty Guide and Refunds and Cancellations Guide; the accepted project document controls where it differs.
13. Suspension and termination
Either party may terminate as allowed by the project document. If it is silent, either party may terminate for a material breach that is not remedied within 14 days after written notice, or immediately for insolvency, illegality or a material security risk that cannot reasonably be contained.
The Client may terminate for convenience on written notice. The Client must pay for work properly performed, authorised commitments and reasonable non-cancellable costs up to the effective termination date. Subject to payment and lawful retention duties, we will provide completed paid deliverables and reasonable export or transition material included in scope. Clauses intended by their nature to continue—including payment, confidentiality, IP, liability and disputes—survive termination.
14. Confidentiality
Each party must protect non-public information received from the other, use it only for the project and disclose it only to people or providers who need it and are bound to appropriate duties. This does not cover information that is public without breach, already lawfully known, independently developed or required to be disclosed by law. Where lawful, the receiving party will give notice before compelled disclosure.
15. Consumer rights and liability
Nothing in these terms excludes, restricts or modifies a guarantee, right or remedy that cannot lawfully be excluded under the Australian Consumer Law, New Zealand consumer law or another applicable law.
To the maximum extent permitted by law, neither party is liable to the other for indirect or consequential loss, loss of profit, loss of opportunity or loss arising from data or systems outside its reasonable control. Where liability may lawfully be limited, each party’s aggregate liability arising from an affected statement of work is limited to the fees paid or payable under that statement of work during the 12 months before the event giving rise to the claim.
The exclusions and cap do not apply to fraud, wilful misconduct, death or personal injury caused by negligence, breach of confidentiality, infringement or misuse of the other party’s intellectual property, unpaid fees, or liability that law prohibits limiting. Each party must take reasonable steps to reduce avoidable loss.
16. Limited indemnities
The Client indemnifies GA Applications against a third-party claim to the extent caused by unlawful or infringing material the Client supplied or an instruction the Client required us to follow after we identified the relevant concern. GA Applications indemnifies the Client against a third-party claim that a final bespoke deliverable created solely by us infringes that party’s intellectual property rights, excluding Client material, combinations not supplied by us and modifications not authorised by us.
The indemnified party must give prompt notice, reasonable cooperation and control of the defence to the indemnifying party, and no settlement may impose an admission or non-monetary obligation on the indemnified party without consent.
17. Events outside reasonable control
Neither party is responsible for delay caused by an event outside its reasonable control, provided it gives prompt notice, takes reasonable steps to reduce the effect and resumes performance when reasonably possible. Payment obligations for work already performed are not excused.
18. Disputes, law and notices
A party raising a dispute must describe it in writing and identify the outcome sought. Authorised representatives will first meet in good faith. If unresolved after 20 business days, either party may propose mediation before commencing court proceedings, except where urgent relief or a limitation deadline requires earlier action.
The governing law and courts are those stated in the accepted project document. If it is silent, the parties will determine the appropriate jurisdiction by reference to the contracting entity, place of supply and applicable mandatory law rather than assuming a location from a website page.
Formal notices must be sent to the addresses in the accepted project document, with a copy to hello@gaapplications.com. Ordinary project approvals may use the recorded project communication channel.
19. General
Neither party may assign the agreement without the other’s consent, not to be unreasonably withheld, except as part of a genuine business reorganisation with written notice. We may use appropriately qualified employees and subcontractors while remaining responsible for our contractual obligations. A failure to enforce a right is not a waiver. If a provision is unenforceable, it is adjusted or severed only as far as necessary. The agreement records the complete agreement about its subject and may be changed only in writing by authorised representatives.
Important review. These are GA Applications’ standard operating terms, not a substitute for project-specific scope or legal advice. Before relying on them for contracting, have qualified counsel confirm the governing law, contracting details, insurance position and any industry-specific requirements.