Terms and Conditions

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

Effective: 17 August 2026

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;

“Third-Party Components” means third-party or open-source packages, libraries, plugins, frameworks, SDKs, APIs, themes, and other pre-built software components incorporated into or relied upon by Deliverables;

“Time and Materials” or “T&M” means an engagement charged on the basis of time worked and materials used, and not for a fixed price or fixed outcome.

 

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 fourteen (14) days from the date of issue and constitutes an invitation only to the Customer to place an order based upon that Proposal.

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.

3.4 Classification of Work

All work is commissioned on either a fixed price (project-based) basis or a Time and Materials basis. The applicable basis will be identified in writing in the Proposal, or in the written record commissioning the work (including email or via the agreed project management platform). Where no basis is identified in writing, the work is deemed to be commissioned on a Time and Materials basis. The classification of an item of work cannot be changed retrospectively except by written agreement.

3.5 Time and Materials Engagements and Estimates

Where work is performed on a Time and Materials basis, any estimate of time or cost provided by Code Brewery is a genuine estimate only. An estimate is not a quotation, a fixed price, or a cap on charges, and Code Brewery does not warrant that the work will be completed within the estimate. The Customer acknowledges that the nature of a Time and Materials engagement is that all time genuinely worked by Code Brewery on the commissioned task is chargeable and payable at the applicable rates. Code Brewery will use reasonable endeavours to notify the Customer where it becomes apparent that logged time is likely to materially exceed an estimate, but a failure to do so does not relieve the Customer of the obligation to pay for work genuinely performed.

 

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, unless otherwise stated in writing.

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).

4.6 Invoice Disputes

If the Customer disputes an invoice or any part of an invoice, the Customer must notify Code Brewery in writing within seven (7) days of the date of the invoice, identifying the disputed amount and the reasons for the dispute. An invoice not disputed within this period is deemed accepted. Where only part of an invoice is disputed, the undisputed portion remains payable by the due date. The Customer must not withhold payment of any undisputed amount, or of any other invoice, by reason of a dispute. The parties will seek to resolve any invoice dispute promptly in accordance with clause 14.4.

 

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 the agreed rate.

5.3 Delivery, Testing and Acceptance

The Customer is responsible for testing Deliverables and providing timely feedback and approvals. Delivery of a Deliverable occurs when Code Brewery notifies the Customer in writing that the Deliverable is complete and available to the Customer, including by deployment, provision of access, or release of files. The warranty period in clause 7.1 runs from delivery. Any claim that a Deliverable does not conform to the specifications in the Proposal, and any defect claim under clause 7, must be notified to Code Brewery in writing, identifying the specific items, within the warranty period, failing which the Deliverable is taken to have been delivered in accordance with the Proposal and free from defects. Code Brewery will address each item of written feedback once; further rounds of adjustment or refinement to an item previously actioned by Code Brewery are chargeable on a Time and Materials basis, unless required to correct a failure to address the original written feedback. Deployment of a Deliverable to production or its use in live operation constitutes acceptance.

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, including changes affecting Third-Party Components.

 

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, the supported browser and device set for a project is determined as at project commencement as follows:

  • (a) for web Deliverables: the latest stable desktop and mobile releases of each browser holding a fifteen percent (15%) or greater share of the Australian browser market, as published by StatCounter (gs.statcounter.com) at project commencement, tested at standard desktop, tablet, and mobile viewports;
  • (b) for mobile application Deliverables: the latest major release of iOS and Android available at project commencement, tested on one current-generation phone for each platform and, where tablet support is specified in the Proposal, one current-generation tablet for each platform. A device is current-generation if it is offered for sale new by Apple or Google at project commencement;
  • (c) support for any other browser, device, form factor, display size, or operating system version must be specified in the Proposal before commencement and may affect cost and timelines; and
  • (d) consistent with clause 10.2, browser, device, and operating system releases occurring after project commencement are outside the supported set, and work to support them is charged separately.

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.

6.4 Development Tools and Methods

Code Brewery may select and use development tools, methods, libraries, and productivity technologies at its professional discretion, including code analysis and code generation tools. All Deliverables produced with the assistance of such tools are Code Brewery work product for the purposes of these Conditions, including clauses 7 and 8. Code Brewery uses reputable tooling and takes reasonable steps to ensure that Customer confidential information is handled in a manner consistent with these Conditions. The use of any particular tool does not affect the rates, charges, or classification of work agreed with the Customer.

6.5 Work on Pre-Existing Software

Where Code Brewery performs work on software, systems, or code not originally developed by Code Brewery:

  • (a) the warranty in clause 7 and Code Brewery’s responsibilities extend only to the work performed by Code Brewery, and not to the pre-existing software;
  • (b) defects, vulnerabilities, or behaviours that exist in the software prior to, or independently of, Code Brewery’s work are not defects in Code Brewery’s Deliverables;
  • (c) Code Brewery is not obliged to identify, disclose, or remediate pre-existing issues except where expressly commissioned to do so; and
  • (d) investigation, diagnosis, and remediation of pre-existing issues are separately chargeable on a Time and Materials basis unless otherwise agreed in writing.

 

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 (as defined in clause 5.3).

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 Components, 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.

Where, upon investigation, Code Brewery reasonably determines that a reported issue is not a covered defect (including where the issue falls within an exclusion in clause 7.2), the time spent investigating the issue and any remediation work requested by the Customer are chargeable at Code Brewery’s standard rates on a Time and Materials basis.

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 of all amounts referred to in clause 8.6, 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.

8.6 Release of Code and Deliverables

Code Brewery is not required to release, transfer, deliver, or provide access to any source code, repositories, build artefacts, credentials, or other Deliverables until:

  • (a) all invoices issued by Code Brewery in connection with the Customer have been paid in full in cleared funds; and
  • (b) all work performed by Code Brewery but not yet invoiced (work in progress) has been invoiced and paid in full.

Code Brewery may issue an invoice for work in progress at any time, including in response to a request for release of code or Deliverables.

8.7 Marketing and Portfolio Use

  • (a) Unless expressly stated otherwise in the Proposal, the Customer grants Code Brewery a non-exclusive, royalty-free right to identify the Customer as a client of Code Brewery and to display, reference, and describe the Services, the project, and the Deliverables in Code Brewery’s marketing and promotional materials, including on its website and social media channels and in portfolios, case studies, presentations, tenders, and award submissions. This right includes use of the Customer’s name and logo for those purposes only.
  • (b) In exercising its rights under this clause, Code Brewery must not disclose any confidential information of the Customer, any personal information, or any commercially sensitive details of the engagement (including pricing and unreleased features), and must not represent that the Customer endorses Code Brewery beyond the fact of the engagement.
  • (c) Code Brewery will cease making new marketing uses of the Customer’s name, logo, or project within a reasonable period after receiving a written request from the Customer to do so.
  • (d) This clause survives completion, cancellation, or termination of the Contract.

 

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, Third-Party Components, 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.

10.5 Third-Party Components

In order to reduce development cost and time, or to meet the Customer’s budget or timeline expectations, Code Brewery may incorporate Third-Party Components into Deliverables. The Customer acknowledges that:

  • (a) Third-Party Components are developed, maintained, and licensed by third parties and are not within Code Brewery’s control;
  • (b) while Third-Party Components accelerate development and reduce cost, they may give rise to unforeseen issues over time, including discontinued availability or maintenance, conflicts with other components, versioning or compatibility issues, security vulnerabilities, and changes to licensing terms or fees;
  • (c) Third-Party Components are treated as third-party applications, tools, and services for all purposes under these Conditions, including clauses 5.5, 7.2, 10.1, and 10.2;
  • (d) issues arising from or caused by Third-Party Components are not covered by the warranty in clause 7; and
  • (e) any work required to investigate, remediate, replace, or upgrade a Third-Party Component is charged separately on a Time and Materials basis and, given the nature of such components, cannot be accurately estimated in advance.

 

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.