Terms and Conditions

"Agreement" means these Terms and Conditions, together with any Statement of Work, proposal, or other written agreement between the parties.

"Client," "You," or "Your" means the individual, company, or entity engaging TechiePandas for Services.

"TechiePandas," "We," "Us," or "Our" refers to TechiePandas, an Australian business.

"Services" means any software development, AI solutions, consulting, automation, algorithm development, or related services provided by TechiePandas.

"Deliverables" means any work product, software, code, documentation, or materials produced as part of the Services.

"Intellectual Property" means all patents, trademarks, copyrights, trade secrets, source code, algorithms, designs, and any other proprietary rights.

"AI-Generated Content" means any output, code, text, images, or other materials generated using artificial intelligence tools or models.

2.1 By engaging our Services, submitting a request through our website, or entering into any agreement with TechiePandas, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions in their entirety.

2.2 These Terms constitute a legally binding agreement between you and TechiePandas.

2.3 We reserve the right to modify these Terms at any time. Continued use of our Services after any modifications constitutes acceptance of the revised Terms.

2.4 If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

3.1 TechiePandas provides software development, AI solutions, automation, algorithm development, and related consulting services as described in individual Statements of Work or proposals.

3.2 The specific scope, deliverables, timelines, and fees for each project shall be set forth in a separate written agreement or proposal.

3.3 Any changes to the agreed scope ("Scope Changes") must be documented in writing and may result in adjustments to timelines and fees.

3.4 TechiePandas reserves the right to refuse service to anyone for any reason at any time.

3.5 We may use subcontractors or third-party services to fulfill our obligations, provided such parties are bound by confidentiality obligations.

4.1 No Guarantee of Accuracy: AI-generated content, recommendations, and outputs are provided "AS IS" without any warranty of accuracy, completeness, or fitness for any particular purpose. AI systems may produce errors, hallucinations, or inaccurate information.

4.2 Human Review Required: You acknowledge that all AI-generated content should be reviewed, validated, and verified by qualified human professionals before use in production, decision-making, or any critical applications.

4.3 No Professional Advice: AI-generated content does not constitute legal, medical, financial, or any other professional advice. You should consult appropriate licensed professionals for such advice.

4.4 Model Limitations: AI models have inherent limitations, including but not limited to: training data biases, knowledge cutoff dates, inability to access real-time information, and potential for generating inappropriate or harmful content.

4.5 Third-Party AI Services: We may utilize third-party AI providers (including OpenAI, Anthropic, Google, and others). Your data may be processed by these providers subject to their respective terms and privacy policies.

4.6 Evolving Technology: AI technology is rapidly evolving. Features, capabilities, and outputs may change without notice as underlying models are updated.

4.7 No Liability for AI Outputs: TechiePandas shall not be liable for any decisions made, actions taken, or reliance placed on AI-generated content or recommendations.

5.1 Fees for Services shall be as specified in the applicable proposal or Statement of Work.

5.2 Unless otherwise agreed in writing, all invoices are due within fourteen (14) days of the invoice date.

5.3 Late payments shall incur interest at the rate of 2% per month or the maximum rate permitted by law, whichever is lower.

5.4 All fees are exclusive of GST and any applicable taxes, which shall be added to invoices where required.

5.5 TechiePandas reserves the right to suspend Services and withhold Deliverables if payments are overdue by more than 30 days.

5.6 Non-refundable deposits may be required before commencement of work, as specified in the proposal.

5.7 Additional work outside the agreed scope shall be billed at our then-current rates or as mutually agreed.

6.1 Client Materials: You retain all rights to materials, content, and intellectual property you provide to us for the purpose of performing Services.

6.2 Pre-existing IP: TechiePandas retains all rights to its pre-existing intellectual property, tools, frameworks, libraries, and methodologies.

6.3 Deliverables: Subject to full payment of all fees, ownership of agreed Deliverables specifically created for the Client shall transfer to the Client, except for any TechiePandas pre-existing IP incorporated therein.

6.4 License to Pre-existing IP: Where Deliverables incorporate TechiePandas's pre-existing IP, we grant you a non-exclusive, perpetual license to use such IP solely as part of the Deliverables.

6.5 AI-Generated IP: Ownership and rights to AI-generated content may be subject to third-party AI provider terms and the current legal landscape regarding AI-generated works.

6.6 Portfolio Rights: TechiePandas reserves the right to showcase general descriptions and anonymized case studies in our portfolio, unless explicitly prohibited in writing.

6.7 Open Source: Deliverables may incorporate open-source software subject to their respective licenses. Client is responsible for compliance with such licenses.

7.1 Each party agrees to maintain the confidentiality of any proprietary or confidential information disclosed by the other party.

7.2 Confidential information does not include information that: (a) is or becomes publicly available without breach; (b) was known prior to disclosure; (c) is independently developed; or (d) is received from a third party without restriction.

7.3 Confidentiality obligations shall survive termination of the Agreement for a period of three (3) years.

7.4 We may disclose confidential information if required by law, regulation, or court order, provided we give you reasonable notice where legally permitted.

7.5 AI Processing Disclosure: You acknowledge that confidential information may be processed by third-party AI services. While we take reasonable precautions, we cannot guarantee absolute confidentiality when using AI services.

10.1 You agree to indemnify, defend, and hold harmless TechiePandas, its officers, directors, employees, agents, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your breach of any term of this Agreement
• Your use of the Services or Deliverables
• Your violation of any applicable law, regulation, or third-party rights
• Any claim that materials you provided infringe third-party intellectual property rights
• Your reliance on AI-generated content or recommendations
• Any claim by end-users of your products or services that incorporate our Deliverables

10.2 TechiePandas shall provide prompt written notice of any claim subject to indemnification and shall cooperate reasonably in the defense thereof.

11.1 Either party may terminate this Agreement upon thirty (30) days' written notice to the other party.

11.2 Either party may terminate immediately upon written notice if the other party:

• Materially breaches this Agreement and fails to cure within fourteen (14) days of written notice
• Becomes insolvent, files for bankruptcy, or is the subject of insolvency proceedings
• Ceases to operate in the normal course of business

11.3 Upon termination: (a) you shall pay for all Services performed up to the termination date; (b) each party shall return or destroy the other's confidential information; (c) licenses to incomplete Deliverables may be revoked at our discretion.

11.4 Termination shall not affect any rights or obligations that have accrued prior to termination, including payment obligations, intellectual property rights, confidentiality obligations, limitation of liability, and indemnification.

11.5 TechiePandas may suspend or terminate Services immediately if you fail to make timely payments.

12.1 TechiePandas shall handle personal data in accordance with our Privacy Policy and applicable privacy laws, including the Australian Privacy Principles.

12.2 You warrant that you have obtained all necessary consents for the collection, use, and processing of any personal data you provide to us.

12.3 Data Processing by AI Services: You acknowledge and consent that data may be processed by third-party AI services located outside of Australia. We are not responsible for data handling by these third-party providers.

12.4 We implement reasonable security measures but cannot guarantee absolute data security.

12.5 You are responsible for maintaining your own backups of any data provided to us.

13.1 Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to: acts of God, natural disasters, pandemic, war, terrorism, riots, government actions, power failures, internet outages, or third-party service provider failures.

13.2 The affected party shall provide prompt notice and shall use reasonable efforts to mitigate the effects of the force majeure event.

13.3 If a force majeure event continues for more than ninety (90) days, either party may terminate the affected project.

14.1 Informal Resolution: The parties shall first attempt to resolve any dispute informally through good-faith negotiations for a period of thirty (30) days.

14.2 Mediation: If informal resolution fails, the parties agree to attempt mediation before initiating legal proceedings.

14.3 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of New South Wales, Australia, without regard to its conflict of law provisions.

14.4 Jurisdiction: Any legal action or proceeding shall be brought exclusively in the courts of New South Wales, Australia, and you consent to the personal jurisdiction of such courts.

14.5 The prevailing party in any dispute shall be entitled to recover reasonable attorneys' fees and costs from the other party.

15.1 You shall provide timely access to information, materials, personnel, and systems reasonably necessary for TechiePandas to perform Services.

15.2 You shall review and provide feedback on Deliverables within agreed timeframes. Delayed feedback may result in timeline and fee adjustments.

15.3 You are responsible for ensuring that your use of Deliverables complies with all applicable laws and regulations.

15.4 You shall maintain appropriate backups and security measures for your systems and data.

15.5 You shall not use our Services for any illegal, harmful, or unethical purposes.

15.6 You are responsible for obtaining any necessary licenses, permissions, or consents for materials you provide to us.

16.1 During the term of engagement and for twelve (12) months thereafter, neither party shall directly solicit or hire employees or contractors of the other party who were involved in the project, without prior written consent.

16.2 This provision does not apply to general recruitment advertising or to individuals who independently seek employment.

17.1 Entire Agreement: This Agreement, together with any Statement of Work, constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings.

17.2 Severability: If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

17.3 Waiver: Failure to enforce any right shall not constitute a waiver of such right.

17.4 Assignment: You may not assign this Agreement without TechiePandas's prior written consent. TechiePandas may assign this Agreement to a successor entity.

17.5 Independent Contractors: The relationship is that of independent contractors. Nothing herein creates an employment, partnership, joint venture, or agency relationship.

17.6 Notices: All notices shall be in writing and sent to the last known address or email of the receiving party.

17.7 Survival: Provisions relating to intellectual property, confidentiality, limitation of liability, indemnification, and governing law shall survive termination.

17.8 Headings: Section headings are for convenience only and shall not affect interpretation.

18.1 Software Performance: Software performance may vary based on hardware, network conditions, third-party services, and usage patterns.

18.2 Security: While we implement reasonable security practices, no system is completely secure. You accept the inherent risks of software systems.

18.3 Third-Party Dependencies: Deliverables may depend on third-party services, libraries, or APIs. TechiePandas is not responsible for changes, outages, or discontinuation of such third-party components.

18.4 Technology Obsolescence: Technology evolves rapidly. We do not guarantee long-term compatibility or support for Deliverables.

18.5 Support and Maintenance: Post-delivery support and maintenance are not included unless explicitly agreed upon in the project scope.

19.1 Our website chatbot is provided for informational and contact purposes only. Conversations are logged and may be reviewed by our team.

19.2 Information submitted through the chatbot does not create a binding contract or client relationship until confirmed in a separate written agreement.

19.3 Do not share sensitive personal information, passwords, or confidential business information through the chatbot.

19.4 We reserve the right to use anonymized conversation data for training and improvement purposes.

For questions about these Terms and Conditions, please contact us at: