Terms and Conditions
These Terms and Conditions (“Terms”) govern the provision of services by TRIPLEACS PTY LTD (ABN 42 159 945 454) trading as 2pi Software (“2pi”, “we”, “us” or “our”) to you (“Client”, “you” or “your”).
These Terms apply to all services provided by 2pi Software and are deemed accepted upon engagement of services, acceptance of a proposal, or payment of any invoice.
Any variation to these Terms must be agreed in writing, which may include email or other written communication between the parties.
2pi Software may update these Terms from time to time. Updated Terms will apply to any new services, engagements, or invoices issued after the date of publication. Where required by law or where changes materially affect ongoing services, 2pi Software will provide reasonable notice.
Use of Services
You, the Client, as an individual or representative of a company or organisation, may engage and use our services (“Services”), provided that you are of legal age to form a binding contract and are not prohibited from receiving such services under the laws of Australia or any other applicable jurisdiction.
In order to access or receive our Services, you may be required to provide current, complete, and accurate identification, contact, and other relevant information. 2pi Software will not be liable for any loss or damage arising from your failure to provide accurate or up-to-date information.
You are responsible for the confidentiality of any accounts, credentials, or access mechanisms associated with the Services, and for all activities that occur under your control or using your systems, platforms, or environments.
You are solely responsible for all data, content, and information provided to or processed through the Services.
Project Documents and Order of Precedence
Services may be provided under a proposal, quote, statement of work, consulting agreement, support agreement, or other written document agreed between the parties (“Project Engagement Documents”).
These Terms apply to all Services provided by 2pi Software.
To the extent of any inconsistency between these Terms and any Project Engagement Document, the Project Engagement Document prevails to the extent of that inconsistency.
These Terms prevail over any terms and conditions of the Client unless expressly agreed in writing by 2pi Software.
Variations and Change Requests
Any variation to the scope of Services must be agreed in writing (including email or other written communication).
2pi Software may provide a revised fee estimate and timeline before commencing any additional or varied work.
2pi Software is not obliged to perform any variation unless agreed in writing by both parties, including agreement on any applicable fees and timelines.
Client Responsibilities
You must provide all information, access, credentials, approvals, and assistance reasonably required for 2pi Software to perform the Services.
You are responsible for ensuring that all information and materials provided are accurate, complete, and up to date.
Delays, inaccuracies, or failures to provide required materials or approvals may result in adjustments to delivery timelines and additional fees
Project timelines are dependent on Client cooperation, including timely provision of information, approvals, and feedback. Delays may impact delivery timelines and may result in additional costs.
Acceptable Conduct
You are responsible for the actions of all users operating under your account or control, and for any data, information, or content that is created, stored, processed, or transmitted in connection with the Services.
You must not:
- use the Services for any unlawful purpose;
- interfere with or disrupt the integrity, security, or performance of the Services or related systems;
- attempt unauthorised access to any systems, infrastructure, or data.
2pi Software may suspend or restrict access to the Services where it reasonably believes there has been a breach of this clause.
Prohibited Usage
You must not use the Services in any manner that, including but not limited to:
- breaches any applicable law or regulation;
- infringes the rights of any third party, including intellectual property or confidentiality rights;
- compromises, interferes with, or disrupts the integrity, security, or performance of the Services or any related systems;
- introduces malicious code, security vulnerabilities, or unauthorised access mechanisms;
- involves the use of false, misleading, or fraudulent information.
2pi Software may suspend, restrict, or terminate access to the Services where it reasonably believes there has been a breach of this clause or where continued use presents a security, legal, or operational risk, including temporary or permanent suspension without prior notice where reasonably required.
2pi Software reserves its rights to take appropriate action in response to prohibited usage, including recovering any losses or costs incurred and complying with applicable legal or regulatory obligations.
Price & Description
Services may be provided under a proposal, quote, consulting agreement, support agreement, or other written document agreed between the parties (“Project Engagement Documents”).
Descriptions of Services, including scope, features, timelines, and deliverables, are indicative only unless expressly agreed in writing.
Any estimates provided (including fees, timelines, or effort) are based on the information available at the time and may be subject to change where requirements, assumptions, or conditions change.
Quotations are valid for the period specified in the quotation, or 30 days if no period is specified, and apply only to the scope and assumptions outlined.
You are responsible for ensuring that the Services meet your intended requirements. 2pi Software will provide Services with due care and skill but does not warrant that outcomes will be suitable for all purposes unless expressly agreed.
Quotations and pricing information are confidential and must not be disclosed to third parties without prior written consent.
Services are limited to the scope expressly described in the relevant Project engagement document. Any functionality, feature, or requirement not expressly included is deemed out of scope.
Orders
All communications relating to Services, including approvals, instructions, and purchase orders, must be in writing (including email). Verbal instructions must be confirmed in writing within a reasonable timeframe to be valid.
Unless otherwise agreed, 2pi Software is entitled to rely on instructions or approvals received from any person reasonably believed to be authorised by the Client, and such instructions will be binding on the Client.
No quote or proposal is binding on 2pi Software until it has been accepted in writing or work has commenced.
If the Client requests changes to agreed Services, scope, or delivery timelines, this may result in additional fees and revised timelines.
If the Client cancels or materially delays Services after work has commenced, the Client will be liable for all work performed up to that point and any reasonable costs or losses incurred by 2pi Software as a result of the cancellation or delay.
Payment
Fees are as set out in the applicable Project quote or invoice.
Unless otherwise agreed in writing, invoices are payable within the period specified in the invoice (typically 14 days).
2pi Software may require upfront payments, deposits, or milestone-based payments depending on the nature of the Services.
Unless otherwise stated, all fees are quoted exclusive of GST. GST will be added to invoices at the applicable rate.
If any invoice remains unpaid after the due date, 2pi Software may:
- charge interest on overdue amounts;
- suspend or withhold Services; and/or
- recover reasonable costs associated with collection.
2pi Software may review and update its rates from time to time, with updated rates applying to future services or engagements.
If you have an issue or wish to dispute any payment, account, or invoice, you must notify our accounts team in writing at accounts@2pisoftware.com prior to the due date, specifying the basis of the dispute. You must pay any undisputed portion of the invoice when due.
You may not withhold, offset, or deduct any amounts from payments owed unless required by law or agreed in writing.
Government Charges
All fees are exclusive of GST unless explicitly stated otherwise.
GST and any other applicable taxes are payable in addition to the fees for Services and must be paid at the same time as the relevant invoice.
Overdue Accounts
Any invoice not paid by the due date may incur interest on the outstanding amount at a rate of 1% per month, calculated monthly, until paid in full.
If any amount remains unpaid, 2pi Software may, without limiting its other rights:
- suspend, restrict, or withhold Services;
- refuse to commence new work or accept further engagements;
- revoke any discounts, rebates, or concessions previously applied; and/or
- recover any reasonable costs incurred in collecting the overdue amount, including legal fees and debt collection agency costs.
2pi Software has no obligation to extend payment terms where an account is overdue.
Where an account remains unpaid beyond 60 days from the invoice date, 2pi Software may take further action, including initiating legal proceedings for recovery of the outstanding amount.
2pi Software is not liable for any loss or damage arising from the suspension or restriction of Services due to overdue accounts.
Defects and Rework
You must notify 2pi Software in writing of any defects or material issues in the Services or Deliverables within ninety (90) days of delivery or completion of the relevant Services (“Defect Notification Period”).
2pi Software will use reasonable efforts to correct reproducible defects that are notified during the Defect Notification Period and that relate to the Services failing to substantially conform with the applicable Project Engagement Documents.
This clause does not apply to:
- changes in requirements;
- additional features, enhancements, or functionality requests;
- issues arising from third-party systems, software, services, or Client-provided materials;
- issues caused by modifications made by the Client or any third party; or
- issues arising from misuse, unauthorised changes, or use outside the agreed scope or intended purpose.
Any work requested outside the scope of this clause, or notified after the Defect Notification Period, will be treated as a variation, support service, or new engagement and may incur additional fees.
Acceptance
Where Deliverables are subject to acceptance testing, you must notify us of any material non-conformity within [10] Business Days of delivery.
If no notice is provided within that period, the Deliverables will be deemed accepted.
Fitness for Purpose
The Client acknowledges that the Services are provided based on the Client’s requirements and information.
2pi Software will perform the Services with due care and skill, however the Client is responsible for determining whether the Services and deliverables are suitable for its particular purposes and intended use.
Except as expressly agreed in writing, 2pi Software does not warrant that the Services or deliverables will meet all of the Client’s specific requirements or achieve any particular outcome.
Ownership (Intellectual Property)
2pi Software Intellectual Property
2pi Software retains ownership of all pre-existing intellectual property, including all tools, frameworks, methodologies, templates, code libraries, models, and know-how developed independently of or prior to the Services.
Client Materials
The Client retains ownership of all data, content, and materials provided to 2pi Software. The Client grants 2pi Software a non-exclusive licence to use such materials for the purpose of performing the Services. The Client warrants that it has the right to provide such materials and that their use will not infringe the rights of any third party.
Deliverables and Licence
Upon full payment of all applicable fees, the Client is granted a non-exclusive, perpetual, non-transferable licence to use the deliverables created specifically for the Client for its internal business purposes, unless otherwise agreed in writing.
No ownership of intellectual property in the deliverables or underlying systems is transferred unless expressly agreed in writing.
Retention of Rights and Reuse
2pi Software retains the right to reuse any general knowledge, skills, experience, ideas, concepts, techniques, and know-how developed or acquired in the course of providing the Services, provided that no Client Confidential Information is disclosed.
2pi Software may also reuse or adapt underlying components of the deliverables, including non-client-specific code, frameworks, and methodologies.
Third-Party Components
Deliverables may incorporate third-party software, open-source components, or cloud-based services. Such components are subject to their respective licence terms, and 2pi Software does not grant any rights beyond those permitted under those licences.
Intellectual Property Liability
2pi Software is not responsible for any infringement or alleged infringement of intellectual property rights arising from:
- Client Materials; or
- third-party software, services, or components used in connection with the Services.
Confidentiality
Each party agrees to keep confidential all non-public, proprietary, or sensitive information disclosed by the other party in connection with the Services (“Confidential Information”).
Confidential Information must not be disclosed to any third party or used for any purpose other than the performance of the Services, except:
- where required by law; or
- where the information is already publicly available (other than through a breach of these Terms)
Both parties must take reasonable steps to protect confidential information from unauthorised access, use, or disclosure.
Privacy
Our Privacy Policy, available on our website or upon request to us, forms part of these Terms and Conditions.
2pi Software handles personal information in accordance with applicable Australian privacy laws, including the Privacy Act 1988 (Cth), and its Privacy Policy (available on our website or upon request).
The Client agrees that 2pi Software may collect, use, and disclose personal information for the purposes of:
- providing the Services;
- managing its relationship with the Client;
- complying with legal and regulatory obligations; and
- any other purpose permitted or authorised by law.
2pi Software will take reasonable steps to protect personal information from misuse, interference, loss, and unauthorised access, modification, or disclosure.
Where a data breach occurs, 2pi Software will respond in accordance with its obligations under applicable privacy laws.
Data Management
The Client is responsible for maintaining appropriate backups of its data unless otherwise agreed in writing.
2pi Software is not responsible for any loss, corruption, or recovery of data, except to the extent required by law or expressly agreed as part of the Services.
Where backup or recovery services are provided by 2pi Software, these are provided on a reasonable endeavours basis only and without guarantee.
The Client is responsible for ensuring that any third-party software, systems, or platforms used in connection with the Services are appropriately maintained and up to date.
2pi Software is not liable for any data loss or issues arising from third-party systems, software updates, or configuration changes outside its control.
Hosting, Cloud and SaaS Services
Where Services involve cloud platforms (including AWS), SaaS systems, or hosted environments:
- the Client is responsible for all third-party accounts and costs unless otherwise agreed;
- availability, performance, and uptime depend on third-party providers; and
- 2pi Software does not guarantee uptime or service availability unless expressly agreed in writing.
Artificial Intelligence and Machine Learning Services
Where Services involve artificial intelligence, machine learning, or large language model technologies:
- outputs are probabilistic in nature and may contain errors, inaccuracies, or omissions;
- the Client is responsible for reviewing, verifying, and validating all outputs before reliance or use; and
- 2pi Software does not warrant that AI-generated outputs will be error-free, complete, or suitable for regulatory, compliance, or safety-critical purposes unless expressly agreed in writing.
The Client acknowledges that AI systems may evolve over time and that outputs may vary based on inputs, data, and model behaviour.
Third-Party Services
The Services may involve or rely on third-party software, platforms, infrastructure, or services.
2pi Software is not responsible for the performance, availability, or reliability of any third-party services, and does not provide any warranty in relation to them.
The Client is responsible for complying with the terms and conditions of any third-party providers and for all costs associated with their use, unless otherwise agreed in writing.
Any issues arising from third-party services may require additional work and may incur additional fees.
Third-Party Integrations and Modifications
The Services may involve integration with third-party systems, software, APIs, or infrastructure.
2pi Software does not warrant that integrations with third-party systems will be uninterrupted, error-free, or free from delay.
2pi Software is not liable for any loss, defect, or failure arising from:
- third-party systems or services;
- changes made by third-party providers; or
- modifications to Deliverables or systems made by the Client or any third party without 2pi Software’s approval.
If the Client or a third party modifies any Deliverables or systems provided by 2pi Software without approval, 2pi Software is not responsible for any resulting issues, defects, security vulnerabilities, or performance degradation.
Where issues arise due to third-party integrations or unauthorised modifications, any remedial work performed by 2pi Software may be charged at standard rates.
Australian Consumer Law
Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law (ACL) or any other applicable law that cannot be excluded.
To the extent permitted by law, all other warranties, conditions, and guarantees not expressly stated in these Terms are excluded.
Warranties
2pi Software warrants that:
(a) the Services will be performed with due care, skill, and diligence;
(b) the Services will be performed in accordance with the applicable Project Engagement Documents; and
(c) it has the right to provide the Services and Deliverables to the Client.
Except as expressly set out in these Terms, and subject to the Australian Consumer Law (ACL), all other warranties, conditions, and guarantees are excluded to the extent permitted by law.
Where the ACL applies and liability cannot be excluded, 2pi Software’s liability is limited, at its option, to:
(i) the resupply of the Services; or
(ii) the payment of the cost of having the Services supplied again.
AI/ML outputs are subject to the Artificial Intelligence and Machine Learning Services clause.
Limitation of Liability
Nothing in these Terms limits or excludes any liability that cannot be limited or excluded under the Australian Consumer Law (ACL) or any other applicable law.
To the maximum extent permitted by law, 2pi Software’s total liability arising out of or in connection with the Services or these Terms is limited to the total fees paid by the Client for the Services to which the liability relates.
2pi Software is not liable for any indirect, incidental, special, or consequential loss, including loss of profit, revenue, business, data, or anticipated savings, whether arising in contract, tort (including negligence), or otherwise.
2pi Software is not liable for any failure or delay in performance to the extent caused by events outside its reasonable control, including failures of third-party systems, cloud providers, or external services.
Indemnity
The Client indemnifies 2pi Software against any loss, damage, liability, or cost (including reasonable legal costs) incurred by 2pi Software arising out of or in connection with:
(a) any breach of these Terms by the Client;
(b) any misuse of the Services by the Client or its personnel; or
(c) any claim by a third party arising from the Client’s data, materials, or use of the Services.
This indemnity is reduced to the extent that the loss or liability is caused or contributed to by 2pi Software.
Relationship of Parties
Nothing in these Terms creates any relationship of employment, partnership, joint venture, or agency between the parties.
Governing Law
These Terms are governed by the laws of New South Wales, Australia.
The parties submit to the exclusive jurisdiction of the courts of New South Wales and any courts competent to hear appeals from those courts.
Notification of Claims
The Client must notify 2pi Software of any claim arising out of or in connection with the Services within a reasonable time after becoming aware of the relevant circumstances.
Waiver and Severability
The failure of 2pi Software to exercise or enforce any right or provision of these Terms does not constitute a waiver of that right or provision.
If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision will be severed to the extent necessary, and the remaining provisions will continue in full force and effect.
Whole Agreement
These Terms and Conditions (including any quotes, orders, agreements, policies, guidelines or amendments that may be presented to you via email or regular mail from time to time) constitute the entire agreement between you and 2pi Software on which we are willing to trade with you and all or any previous agreements or understandings we may have had with you are superseded by these Terms and Conditions.
We may update these Terms from time to time. If a change is material, we will provide at least 30 days’ notice. If you do not agree to a material change, you may terminate the affected Services before the change takes effect. All transactions after the date specified in such notices, or 30 days from the date of notification, will be subject to the altered Terms and Conditions. You agree that 2pi Software may provide you with notices, including those regarding changes to these Terms and Conditions, by email or regular mail. If you continue to trade with us after the date such alterations become effective you will be deemed to have agreed to the altered Terms and Conditions.
Interpretation
In these Terms and Conditions unless otherwise indicated by the context:
i. “Terms” means these Terms and Conditions, including any schedules, proposals, quotes, statements of work, policies, or other documents expressly incorporated by reference.
ii. “Client” means the person, company, organisation, or other legal entity engaging 2pi Software to provide the Services.
iii. “Project Engagement Documents” means any proposal, quote, statement of work, consulting agreement, support agreement, purchase order, or other written document agreed between the parties relating to the Services.
iv. “Deliverables” means any work product, output, software, documentation, reports, configurations, materials, or other deliverables created or supplied by 2pi Software as part of the Services.
v. “Confidential Information” means any non-public, proprietary, commercial, financial, technical, operational, or sensitive information disclosed by one party to the other in connection with the Services, whether in oral, written, electronic, or other form, including information relating to systems, processes, software, clients, pricing, and business operations.
vi. references to “we”, “us”, or “our” refer to TRIPLEACS PTY LTD trading as 2pi Software;
vii. a reference to “a party” includes that party’s successors and permitted assigns;
viii. “including”, “such as”, and similar expressions are not words of limitation;
ix. an agreement, deed, covenant, representation, or warranty binding on two or more persons binds them jointly and severally;
x. general words following words describing a particular class or category are not limited to that class or category;
xi. “Law” means any applicable Commonwealth, State, or Territory legislation, regulations, subordinate legislation, and the general law, including the Competition and Consumer Act 2010 (Cth), the Personal Property Securities Act 2009 (Cth), and the Privacy Act 1988 (Cth), as amended or replaced from time to time;
xii. “PPSA” means the Personal Property Securities Act 2009 (Cth), and “Purchase Money Security Interest” or “PMSI” has the meaning given in section 14 of the PPSA;
xiii. “Corporations Act” means the Corporations Act 2001 (Cth), as amended from time to time;
xiv. “Australian Consumer Law” or “ACL” means Schedule 2 to the Competition and Consumer Act 2010 (Cth), as amended from time to time;
xv. “Consumer” has the meaning given in the ACL;
xvi. “Business Day” means a day other than a Saturday, Sunday, or public holiday in New South Wales, Australia;
xvii. “Services” means the software development, SaaS, consulting, support, or related services supplied by us under these Terms;
xviii. “Products” means any software, licences, digital products, hardware, or goods supplied by us under these Terms, where applicable; andxix. a reference to “writing” includes email and other electronic communication.