Terms and Conditions

ESG Media Pty Ltd (Trading as Code Brewery) ABN 55 160 870 057

Effective: 15 October 2025

These Conditions govern all services and products provided by Code Brewery. By purchasing or receiving goods or services from Code Brewery, the Customer accepts these Conditions in full, without limitation or qualification.

 

1. Definitions

In these Conditions:

"Code Brewery" means ESG Media Pty Ltd ABN 55 160 870 057;

"Conditions" means these Terms and Conditions of Service;

"Customer" or "Client" means a person, firm, or corporation, jointly and severally if there is more than one, acquiring goods or services from Code Brewery;

"Deliverables" means the goods, services, software, or work product supplied by Code Brewery to the Customer;

"Intellectual Property" means all patents, rights to inventions, copyright and related rights, trademarks, business names, domain names, rights in designs, database rights, rights in confidential information, and all other intellectual property rights, whether registered or unregistered;

"Proposal" means a written quotation or statement of work provided by Code Brewery to the Customer;

"Services" means services supplied by Code Brewery to the Customer.

 

2. Services Provided

Code Brewery provides custom software development and technical solutions across web, mobile, and enterprise systems. Services include but are not limited to websites and web applications, mobile applications, business systems (CRMs, ERPs), eCommerce platforms, system integrations, artificial intelligence and machine learning implementations, interactive experiences (WebXR, AR), campaign technology, blockchain and Web3 solutions, search engine optimisation services, and technical consulting. Each project commences with a formal Proposal outlining scope, deliverables, timeline, and costs.

 

3. Basis of Contract

3.1 Quotations and Proposals

Any written Proposal provided by Code Brewery to the Customer is valid for seven (7) days from the date of issue and constitutes an invitation only to the Customer to place an order based upon that Proposal. These Conditions may include additional terms in Code Brewery's Proposal which are not inconsistent with these Conditions.

3.2 Variation of Terms

Unless otherwise agreed by Code Brewery in writing, these Conditions apply exclusively to every contract for the sale or supply of Services by Code Brewery to the Customer. These Conditions cannot be varied or supplanted by any other conditions without the prior written consent of Code Brewery.

3.3 Scope Variations

Any changes to the agreed scope of work following execution of a Proposal will incur additional charges. Such charges must be approved by the Customer before commencement of additional work. All scope variations will be documented in writing.

 

4. Charges and Payment

4.1 Deposits

A deposit payment of fifty percent (50%) of the total project cost is required prior to commencement of any Services.

4.2 Payment Terms

Payment for Services must be made by Bank Transfer or Credit Card upon receipt of invoice, unless the Customer has an approved credit account with Code Brewery, or it has been agreed in writing that another agent is acting as the billing party for Code Brewery.

4.3 Time Billing

All Code Brewery work is charged in fifteen-minute (15-minute) increments. Any part thereof is chargeable at the same rate as fifteen minutes.

4.4 Payment Default

If the Customer defaults in payment by the due date of any amount payable to Code Brewery, then all money which would become payable by the Customer to Code Brewery at a later date on any account becomes immediately due and payable without the requirement of any notice to the Customer, and Code Brewery may, without prejudice to any other remedy available to it:

  • charge the Customer interest on any sum due at the Reserve Bank's cash target rate as at the date of default plus four percent (4%), for the period from the due date until the date of payment in full;
  • charge the Customer for all expenses and costs (including legal costs on a solicitor/own client basis and dishonoured cheque fees) incurred in recovering any sum due;
  • cease or suspend for such period as Code Brewery thinks fit the supply of any further Services to the Customer;
  • by notice in writing to the Customer, terminate any contract with the Customer remaining not fully performed by Code Brewery, without affecting Code Brewery's accrued rights;
  • suspend or disable access to any campaigns, projects, or solutions developed or worked on by Code Brewery.

4.5 Insolvency Events

The actions set forth in clauses 4.4(c) and 4.4(d) may also be taken where the Customer:

  • being an individual, becomes bankrupt or enters into any scheme of arrangement or any assignment or composition with or for the benefit of creditors; or
  • being a corporation, enters into any scheme of arrangement or any assignment or composition with or for the benefit of its creditors, or has a liquidator, provisional liquidator, administrator, receiver or receiver and manager appointed, or any action is taken for, or with a view to, the liquidation, winding up or dissolution of the Customer (except for the purpose of a solvent reconstruction, notice in writing of which is given to Code Brewery).

 

5. Customer Obligations

5.1 Provision of Materials

The Customer is responsible for providing brand guidelines, copy, imagery, timely feedback and approvals, and access to necessary systems and accounts.

5.2 Design Services

When Code Brewery is engaged for design services, the Customer must deliver brand guidelines, imagery, and copy before commencement. One (1) design revision is included. Further revisions are charged at $160 plus GST per hour.

5.3 Testing and Acceptance

The Customer is responsible for testing Deliverables in the Customer's environment, providing timely feedback and approval, and confirming that work meets requirements before deployment. Upon approval, Deliverables are deemed accepted.

5.4 Data Security and Backup

The Customer is responsible for maintaining regular backups, appropriate security, and following Code Brewery's maintenance recommendations.

5.5 Third-Party Services

Where projects require third-party platforms or services, the Customer is responsible for licensing and subscription costs, compliance with third-party terms, and any costs or work required to adapt the project to changes made by third parties.

 

6. Performance of Services

6.1 Quality Standards

Code Brewery will deliver work that meets the specifications outlined in the Proposal and functions as intended at the time of delivery.

6.2 Browser and Device Testing

Unless otherwise specified in the Proposal, Code Brewery will test Deliverables on the latest versions of Chrome, Firefox, Safari, and Edge on PC and Mac, and standard desktop, tablet, and mobile viewports. Legacy browser or device support must be specified before commencement and may impact cost and timelines.

6.3 Delivery Timelines

Any period or date for delivery stated by Code Brewery is an estimate only. Code Brewery will use commercially reasonable endeavours to meet estimated dates. Delivery timelines may be affected by delays in Customer materials or feedback, approved scope changes, unforeseen technical challenges, or third-party service issues. Code Brewery is not liable for delivery delays resulting from these circumstances.

 

7. Warranty

7.1 Warranty Period

Subject to clause 7.2, Deliverables are warranted to be free from defects in materials and workmanship for thirty (30) days from delivery.

7.2 Warranty Exclusions

This warranty does not apply where:

  • Deliverables are functioning as intended and are not defective;
  • Deliverables are used for purposes other than those specified in the Proposal;
  • issues arise due to third-party applications, tools, plugins, browsers, devices, systems, networks, or other elements not developed by or within the control of Code Brewery;
  • Deliverables have been previously tested and approved by the Customer;
  • modifications, repairs, or alterations have been made by any person other than Code Brewery;
  • defects result from misuse, neglect, failure to follow recommendations, hosting environment issues, server configuration, or infrastructure; or
  • the Customer is in breach of these Conditions.

7.3 Warranty Remedy

Code Brewery will attempt to diagnose and rectify a covered problem at its cost, but does not warrant that it can rectify all problems it diagnoses. If Code Brewery is unable to diagnose the cause, no charge will apply.

7.4 Post-Warranty Support

After the warranty period, support is available at standard hourly rates.

 

8. Intellectual Property

8.1 Retention of Rights

Unless otherwise clearly specified in the Proposal, Code Brewery retains all Intellectual Property rights in work it creates, including code, designs, methodologies, frameworks, and related materials.

8.2 Licence Grant

Upon receipt of full payment, and unless the Proposal explicitly provides for transfer of ownership, the Customer receives a non-exclusive, perpetual licence to use the Deliverables for internal business operations only. This licence does not include the right to resell or commercialise the Deliverables, sub-licence to third parties, or modify the core architecture without Code Brewery involvement, and does not permit disputing Code Brewery's ownership.

8.3 Customer Content

The Customer retains rights to Customer-supplied content and warrants it holds all necessary rights and licences.

8.4 Code Brewery Libraries

Code Brewery may use its own libraries, frameworks, and reusable components. These remain Code Brewery property, and the Customer may use them as part of the delivered solution.

8.5 Indemnity

The Customer indemnifies Code Brewery against any claim, loss, damage, costs, or expense arising directly or indirectly in connection with Code Brewery installing software at the Customer’s request.

 

9. Passing of Property and Risk

9.1 Retention of Title

Until full payment in cleared funds is received by Code Brewery:

  • title and property in all goods or physical deliverables remain vested in Code Brewery and do not pass to the Customer;
  • the Customer holds such goods as trustee for Code Brewery;
  • the Customer must keep goods separate and maintain any labelling and packaging;
  • Code Brewery may, without notice, enter premises where it reasonably believes the goods are located and remove them. For this purpose, the Customer irrevocably licenses such entry and indemnifies Code Brewery against all costs, claims, demands, or actions arising from such action.

9.2 Risk and Insurance

Risk in goods or physical deliverables passes to the Customer on delivery to the nominated premises, notwithstanding that title may not have passed. The Customer must take out all usual and appropriate insurances.

 

10. External Dependencies and Technology Changes

10.1 Third-Party Platforms and Services

Code Brewery is not responsible for changes, fees, or functionality of external platforms and services, including but not limited to social media platforms, payment gateways, eCommerce platforms, content management systems, business tools, cloud services, shipping providers, and other APIs. Any work required to adapt the project to third-party changes is charged separately.

10.2 Technology Evolution

The benchmark for browser compatibility, device support, frameworks, and operating systems is what is current at project commencement. Code Brewery is not responsible for the impact of later updates or new device launches on existing projects. Work to maintain compatibility with future updates is charged separately.

10.3 Search Engine Optimisation Services

When engaged for SEO, Code Brewery provides services with professional skill and care using current best practices. Search engines are third-party systems with proprietary algorithms that may change at any time. Code Brewery cannot guarantee specific rankings, indexing speed, sustained positions, or performance across all search engines or regions.

10.4 Hosting Services

Where the Customer uses Code Brewery’s hosting partners, hosting fees are billed directly by the provider. The Customer is responsible for cancelling services when no longer required. Code Brewery may assist with migration if the Customer changes providers.

 

11. Limitation of Liability

11.1 Exclusion of Terms

Except as specifically set out in these Conditions, any term, condition, or warranty regarding quality, fitness for purpose, condition, description, assembly, manufacture, design, or performance of Deliverables or Services, whether implied by statute, common law, trade usage, or otherwise, is excluded to the fullest extent permitted by law.

11.2 Liability Cap

Replacement or repair of Deliverables or resupply of Services is the absolute limit of Code Brewery's liability.

11.3 Exclusion of Consequential Loss

Code Brewery is not liable for indirect or consequential loss including loss of turnover, profits, business, or goodwill; program or data loss; loss arising from delay, cancellation, or suspension of Services; or use of Deliverables outside the Proposal.

11.4 Maximum Liability

Code Brewery's total liability under any project is limited to the fees paid by the Customer for that project.

11.5 Consumer Guarantees

Nothing in these Conditions excludes, restricts, or modifies any rights that cannot be excluded under State or Federal law.

 

12. Cancellation and Termination

12.1 Cancellation by Code Brewery

If, through circumstances beyond Code Brewery’s control, it is unable to effect delivery or provide Services, Code Brewery may cancel the Customer’s order by notice in writing, upon which appropriate compensation may be provided at Code Brewery’s discretion.

12.2 Cancellation by Customer

If the Customer cancels after commencement of work, deposit payments are non-refundable and retained to cover planning, setup, and opportunity costs. The Customer remains liable for work completed to cancellation. Code Brewery may, at its discretion, hold credit toward future work.

12.3 Termination by Code Brewery

Code Brewery may terminate a contract where payments are significantly overdue, the working relationship becomes untenable, circumstances beyond its control prevent completion, or the Customer is in material breach. Reasonable notice will be provided and the Customer will be charged for work completed to the date of termination.

12.4 Effect of Termination

Termination does not affect Code Brewery’s accrued rights.

 

13. Default Remedies

If the Customer defaults in payment or breaches these Conditions, Code Brewery may suspend access to systems, campaigns, or solutions, disable features until the matter is resolved, and seek legal recovery of outstanding amounts including costs on a solicitor/own client basis. Code Brewery will communicate with the Customer before taking action.

 

14. General Provisions

14.1 Communication

Code Brewery will communicate primarily via email. The Customer must ensure contact details are current.

14.2 Amendment of Terms

Code Brewery may update these Conditions from time to time. Material changes will be communicated, and continued engagement constitutes acceptance.

14.3 Governing Law

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

14.4 Dispute Resolution

The parties agree to attempt to resolve disputes amicably before commencing formal legal action.

14.5 Entire Agreement

These Conditions, together with the Proposal, constitute the entire agreement between the parties. Variations must be agreed in writing.

14.6 Severability

If any provision is held invalid or unenforceable, it will be severed and the remaining provisions continue in full force and effect.

14.7 Waiver

No waiver by Code Brewery of any breach constitutes a waiver of any other breach. Waivers must be in writing.

14.8 Assignment

The Customer must not assign or transfer any rights or obligations without Code Brewery’s prior written consent. Code Brewery may assign its rights and obligations to a third party.