Terms & Conditions

Last updated: January 2026

1. About Cobolt

Cobolt Software Solutions Pty Ltd (ABN 53 684 152 761) (“Cobolt”, “we”, “us”, “our”) is an Australian construction technology consultancy specializing in ERP implementation, automation, and digital transformation services.

Business Address: TAMBORINE QLD 4270
Contact: info@cobolt.biz

2. Services

Cobolt provides professional consulting services including but not limited to:

ERP implementation and configuration (MYOB Acumatica, Sage Intacct, etc.)
Business process optimization and automation
Software integrations and custom solutions
Operational health checks and discovery services
Ongoing support through Cobolt Care retainer programs

Service Scope

All services are delivered under formal engagement agreements including:

Statements of Work (SoWs) for project-based work
Service Agreements for retainer clients
Discovery Agreements for paid assessment services

Website content provides general information only. Formal service delivery requires a written agreement specifying scope, deliverables, timelines, and fees.

3. Engagement Process

3.1 Discovery Services

We offer paid discovery services to assess your business needs:

Operational Health Check
Full Discovery & Roadmap

Discovery fees are non-refundable but may be credited toward subsequent implementation projects as specified in your agreement.

3.2 Proposals and Acceptance

Following discovery, we provide detailed proposals outlining:

Scope of work and deliverables
Project timeline and milestones
Fees and payment terms
Assumptions and exclusions

Services commence only after:

Written acceptance of proposal
Execution of formal service agreement
Receipt of initial payment or deposit as specified

3.3 Changes to Scope

Any changes to agreed scope require:

Written change request
Mutual agreement on revised timeline and fees
Formal amendment to the service agreement

Additional work outside the agreed scope will be charged at our standard rates or as mutually agreed.

4. Fees and Payment

4.1 Payment Terms

Unless otherwise specified in your service agreement:

Discovery services: Payment in full before commencement
Project work: Typically invoiced as deposit (30-50%), milestone payments, and final payment
Retainer services: Monthly in advance
Ad-hoc work: Net 14 days from invoice date

4.2 Late Payment

Late payments may incur:

Interest at 2% per month on overdue amounts
Suspension of services until payment is received
Recovery costs including legal fees

4.3 Expenses

Unless included in fixed fee arrangements, reasonable expenses incurred in delivering services (travel, accommodation, software licenses) will be passed through at cost plus 10% administration fee.

5. Client Responsibilities

You agree to:

Provide timely access to systems, data, and personnel as required
Respond to information requests within agreed timeframes
Assign appropriate internal resources to support project delivery
Maintain backups of your data and systems
Comply with software vendor licensing requirements
Provide a safe working environment for on-site work

Delays caused by failure to meet these responsibilities may result in timeline extensions and additional fees.

6. Intellectual Property

6.1 Pre-existing IP

Each party retains ownership of intellectual property it owned before the engagement, including:

Our methodologies, templates, and frameworks
Your business processes and proprietary information

6.2 Custom Deliverables

For custom configurations, automations, and integrations developed specifically for you:

You own the specific implementation and configurations
We retain the right to reuse general approaches and methodologies
Source code ownership as specified in individual SoWs

6.3 Third-Party Software

Software licenses for ERP systems and applications are subject to vendor terms. We facilitate procurement but do not warrant third-party software performance.

7. Confidentiality

7.1 Mutual Obligations

Both parties agree to:

Keep confidential information disclosed during the engagement confidential
Use confidential information only for purposes of delivering/receiving services
Implement reasonable security measures to protect confidential information

7.2 Exclusions

Confidentiality obligations do not apply to information that:

Is publicly available
Was already known to the receiving party
Is independently developed
Must be disclosed by law

7.3 Duration

Confidentiality obligations survive termination of services for 3 years.

8. Data Protection

We handle your data in accordance with our Privacy Policy and the Australian Privacy Act 1988 (Cth).

You warrant that:

You have the right to provide us with any data shared during service delivery
You have obtained necessary consents for us to process such data
The data does not violate any third-party rights

9. Use of Subcontractors

We may engage qualified subcontractors and partners to deliver services, including:

Specialist ERP consultants
Software development resources
Implementation partners

We remain responsible for work performed by subcontractors and ensure they comply with confidentiality and data protection obligations.

10. Warranties and Limitations

10.1 Our Warranties

We warrant that:

Services will be performed with reasonable skill and care
We have the right and ability to provide the services
Our work will not infringe third-party intellectual property rights

10.2 Client Warranties

You warrant that:

You have authority to enter into this agreement
Information provided to us is accurate and complete
You will comply with all applicable laws and regulations

10.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS:

SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND
WE DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE
WE DO NOT WARRANT SPECIFIC RESULTS OR OUTCOMES

10.4 Third-Party Software

We are not responsible for:

Performance, availability, or defects in third-party software
Changes to third-party platforms or APIs
Vendor support quality or response times

11. Liability

11.1 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM SERVICES PROVIDED WILL NOT EXCEED THE FEES PAID BY YOU IN THE 12 MONTHS PRIOR TO THE CLAIM.

11.2 Exclusion of Consequential Damages

WE WILL NOT BE LIABLE FOR:

LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES
LOSS OF DATA (beyond reasonable backup restoration efforts)
INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES
THIRD-PARTY CLAIMS

11.3 Australian Consumer Law

Nothing in these Terms excludes or limits rights under Australian Consumer Law that cannot be excluded or limited. Where liability cannot be excluded, it is limited to the extent permitted by law.

12. Termination

12.1 By Either Party

Either party may terminate an engagement:

For material breach, with 14 days’ written notice to remedy
Immediately if the other party becomes insolvent or bankrupt
By mutual written agreement

12.2 By Client

You may terminate for convenience with 14 days’ written notice. You remain liable for:

All work completed to date of termination
Non-cancellable commitments made on your behalf
Wind-down costs

12.3 By Cobolt

We may terminate immediately if:

Payment is more than 30 days overdue
You materially breach these Terms
Continuing the engagement would violate professional standards

12.4 Effect of Termination

Upon termination:

All outstanding fees become immediately due
We will provide work product completed to date
Each party returns or destroys confidential information (unless required for legal/audit purposes)
Provisions regarding IP, confidentiality, liability, and payment survive

13. Insurance

We maintain professional indemnity insurance appropriate to our business. Certificate of currency available on request.

14. General Terms

14.1 Entire Agreement

These Terms, together with any service agreement or SoW, constitute the entire agreement and supersede all prior discussions and agreements.

14.2 Amendments

We may update these Terms by posting revised versions on our website with 30 days’ notice. Continued use of services constitutes acceptance. Material changes to existing engagements require written agreement.

14.3 Waiver

Failure to enforce any provision does not waive our right to enforce it later.

14.4 Severability

If any provision is found invalid or unenforceable, the remaining provisions continue in full force.

14.5 Assignment

You may not assign your rights or obligations without our written consent. We may assign to affiliated entities or in connection with a business sale.

14.6 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, pandemics, government actions, or telecommunications failures.

14.7 Notices

Notices must be in writing and sent to:

For you: The email address provided in your service agreement
For us: info@cobolt.biz

Notices are deemed received when delivered via email during business hours.

14.8 Governing Law

These Terms are governed by the laws of New South Wales, Australia. Both parties submit to the non-exclusive jurisdiction of NSW courts.

14.9 Dispute Resolution

Before commencing legal proceedings, parties agree to:

Attempt to resolve disputes through good faith negotiation
Consider mediation if negotiation fails
Engage in mediation for at least 30 days before litigation

This does not prevent either party from seeking urgent injunctive relief.

15. Website Use

15.1 Acceptable Use

You may use our website for lawful purposes only. You must not:

Attempt to gain unauthorized access to systems
Transmit harmful code or malware
Scrape, copy, or reproduce substantial website content
Impersonate Cobolt or misrepresent your relationship with us

15.2 Third-Party Links

Our website may link to external sites. We are not responsible for content, availability, or practices of third-party websites.

15.3 Website Availability

We do not guarantee uninterrupted website access and may suspend access for maintenance or updates without notice.

16. Marketing and Testimonials

Unless you object in writing, we may:

List you as a client (company name only)
Create case studies with your approval
Use non-confidential project information in marketing materials

We will not disclose confidential information or specific project details without your written consent.

17. Contact Information

For questions about these Terms or our services:

Cobolt Software Solutions Pty Ltd
ABN: 53 684 152 761
Email: info@cobolt.biz
Phone: 0435 223 603
Website: cobolt.biz