Terms & Conditions

• “Services” means all technology consulting, business intelligence, digital marketing, cybersecurity, software development, web development, mobile application development, IT consulting, and any other professional services provided by Base Analytics to the Client as described in a proposal, statement of work, or service agreement.
• “Platforms” means any software applications, digital platforms, or technology products owned or operated by Base Analytics, including but not limited to Yaar and FreeCare.
• “Client Materials” means any data, content, intellectual property, or materials provided by the Client to Base Analytics in connection with the Services.
• “Deliverables” means the work product, software, reports, designs, code, documentation, and other materials created by Base Analytics specifically for the Client as part of the Services.
• “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, design rights, database rights, moral rights, and any other intellectual property rights, whether registered or unregistered.

3.1 Scope of Services

The scope, timeline, fees, and deliverables for each engagement will be defined in a separate proposal, statement of work (“SOW”), or service agreement executed by both parties. Each SOW, when signed, becomes part of these Terms and is binding on both parties.

3.2 Client Responsibilities

The Client agrees to: (a) provide timely access to required personnel, systems, data, and materials; (b) assign a dedicated point of contact with authority to make decisions; (c) review and provide feedback on deliverables within agreed timeframes; (d) comply with all applicable laws and regulations in their use of our Services and Platforms; and (e) obtain all necessary consents and permissions for any third-party data or materials provided to us.

3.3 Changes and Variations

Any changes to the scope of work must be agreed in writing through a variation order or amended SOW. Base Analytics reserves the right to adjust fees and timelines for out-of-scope work.

3.4 Subcontracting

Base Analytics may engage subcontractors to perform portions of the Services, provided that Base Analytics remains responsible for the subcontractor’s performance and compliance with these Terms.

4.1 Fees

All fees for Services will be set out in the applicable SOW or proposal. Fees are exclusive of GST and any other applicable taxes unless stated otherwise.

4.2 Payment Terms

Invoices are due within fourteen (14) days of the invoice date unless otherwise specified in the SOW. Overdue amounts may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

4.3 Disputed Invoices

If the Client disputes an invoice in good faith, the Client must notify Base Analytics in writing within seven (7) days of the invoice date, specifying the reasons for the dispute. The parties will work together in good faith to resolve the dispute promptly. The Client must pay all undisputed portions of the invoice on time.

4.4 Suspension of Services

Base Analytics reserves the right to suspend performance of Services if any invoice remains unpaid for more than thirty (30) days beyond the due date, until payment in full is received. Such suspension shall not relieve the Client of its payment obligations.

5.1 Pre-Existing IP

Each party retains all right, title, and interest in and to its pre-existing intellectual property. Neither party acquires any rights in the other party’s pre-existing IP except as expressly granted in these Terms.

5.2 Deliverables

Upon full payment of all fees, Base Analytics assigns to the Client all Intellectual Property Rights in the Deliverables specifically created for the Client, excluding any pre-existing IP, third-party materials, and general-purpose tools, libraries, and methodologies that Base Analytics may reuse across engagements.

5.3 Licence to Pre-Existing IP

To the extent that any Deliverables incorporate Base Analytics’s pre-existing IP, Base Analytics grants the Client a perpetual, non-exclusive, royalty-free, worldwide licence to use such pre-existing IP solely as incorporated into the Deliverables and for the purpose for which the Deliverables were created.

5.4 Client Materials

The Client grants Base Analytics a non-exclusive, royalty-free licence to use, reproduce, and modify Client Materials solely for the purpose of performing the Services. The Client warrants that it has all necessary rights to provide the Client Materials and that such materials do not infringe the rights of any third party.

5.5 Moral Rights

To the extent permitted by law, each party waives any moral rights it may have in any intellectual property created by the other party under these Terms and consents to any acts or omissions that would otherwise infringe those rights.

6.1 Confidential Information

“Confidential Information” means all non-public information disclosed by either party to the other, whether oral, written, or electronic, that is designated as confidential or that reasonably ought to be considered confidential given the nature of the information or circumstances of disclosure. Confidential Information includes but is not limited to business plans, technical data, source code, algorithms, client lists, financial information, trade secrets, product roadmaps, and proprietary methodologies.

6.2 Obligations

Each party agrees to: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to its employees, contractors, and professional advisers who have a need to know and are bound by equivalent confidentiality obligations; (c) use Confidential Information solely for the purpose of performing or receiving the Services; and (d) return or destroy all Confidential Information upon request or termination of these Terms.

6.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party’s possession prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided that the receiving party gives prompt notice to the disclosing party.

7.1 Licence to Use

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use our Site for lawful purposes in accordance with these Terms.

7.2 Prohibited Conduct

You agree not to:

• Use the Site or Platforms for any unlawful purpose or in violation of any applicable law or regulation.
• Attempt to gain unauthorised access to any part of the Site, Platforms, servers, or networks.
• Interfere with or disrupt the operation of the Site or Platforms, including transmitting viruses, malware, or other harmful code.
• Scrape, crawl, or systematically extract data from the Site or Platforms without our prior written consent.
• Impersonate any person or entity or misrepresent your affiliation with any person or entity.
• Upload or transmit any content that is defamatory, harassing, obscene, or otherwise objectionable.
• Use the Site or Platforms to send unsolicited commercial communications (spam).

7.3 User Accounts

Where our Platforms require account registration, you are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorised use of your account. We reserve the right to suspend or terminate accounts for any violation of these Terms.

8.1 Exclusion of Consequential Damages

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, loss of data, or cost of substitute services, whether arising in contract, tort (including negligence), warranty, or otherwise, even if the party has been advised of the possibility of such damages.

8.2 Cap on Liability

To the maximum extent permitted by applicable law, the total aggregate liability of either party arising out of or in connection with these Terms or the Services (whether in contract, tort, negligence, or otherwise) shall not exceed the total fees paid or payable by the Client to Base Analytics under the applicable SOW during the twelve (12) months immediately preceding the event giving rise to the claim.

8.3 Consumer Guarantees

Our Services are provided on a commercial basis. Nothing in these Terms excludes, restricts, or modifies any guarantee, right, or remedy conferred on you by the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law) or any other applicable law that cannot be excluded, restricted, or modified by agreement (“Non-Excludable Guarantees”). To the extent permitted by law, our liability for breach of any Non-Excludable Guarantee is limited, at our option, to: (a) re-supplying the Services; or (b) paying the cost of re-supplying the Services.

8.4 Basis of the Bargain

The limitations and exclusions of liability set out in this Section reflect the allocation of risk agreed by the parties and form an essential basis of the bargain. The fees for the Services reflect these limitations.

9.1 Base Analytics Warranties

Base Analytics warrants that: (a) the Services will be performed in a professional and workmanlike manner in accordance with industry standards; (b) it has the necessary skills, expertise, and resources to perform the Services; and (c) the Deliverables will conform to the specifications set out in the applicable SOW for a period of ninety (90) days following delivery.

9.2 Client Warranties

The Client warrants that: (a) it has the authority to enter into these Terms and any SOW; (b) all information provided to Base Analytics is accurate and complete; and (c) it owns or has the necessary licences and permissions for all Client Materials provided to Base Analytics.

9.3 Disclaimer

Except as expressly set out in these Terms, and to the maximum extent permitted by law, Base Analytics disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Base Analytics does not warrant that the Site or Platforms will be uninterrupted, error-free, or free from viruses or other harmful components.

10.1 Indemnity by Client

The Client agrees to indemnify, defend, and hold harmless Base Analytics, its directors, officers, employees, agents, and subcontractors from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) any breach of these Terms by the Client; (b) any infringement of third-party intellectual property rights arising from Client Materials; (c) any use of the Deliverables by the Client in a manner not contemplated by these Terms or the SOW; and (d) any breach of applicable law by the Client in connection with the Services.

10.2 Indemnity by Base Analytics

Base Analytics agrees to indemnify, defend, and hold harmless the Client from and against any claim that the Deliverables (excluding Client Materials and third-party components) infringe the intellectual property rights of a third party, provided that: (a) the Client promptly notifies Base Analytics of the claim; (b) Base Analytics has sole control over the defence and settlement of the claim; and (c) the Client provides all reasonable assistance. If a claim of infringement is made or is likely to be made, Base Analytics may, at its option and expense: (i) procure the right for the Client to continue using the Deliverables; (ii) modify the Deliverables to avoid the infringement; or (iii) terminate the affected SOW and refund the fees paid for the infringing Deliverables.

11.1 Termination for Convenience

Either party may terminate an SOW for convenience by providing thirty (30) days’ written notice to the other party. In the event of such termination, the Client will pay for all Services performed and expenses incurred up to the effective date of termination.

11.2 Termination for Cause

Either party may terminate an SOW immediately by written notice if the other party: (a) commits a material breach of these Terms or the SOW and fails to remedy the breach within fourteen (14) days of receiving written notice; (b) becomes insolvent, enters administration or receivership, or is unable to pay its debts as they fall due; or (c) engages in conduct that brings the other party into disrepute.

11.3 Effect of Termination

Upon termination of an SOW: (a) the Client will pay all fees accrued up to the date of termination; (b) each party will return or destroy the other party’s Confidential Information (subject to legal retention obligations); and (c) the rights and obligations of the parties under Sections 5 (Intellectual Property), 6 (Confidentiality), 8 (Limitation of Liability), 10 (Indemnification), and 12 (General Provisions) will survive termination.

12.1 Entire Agreement

These Terms, together with any applicable SOW or proposal, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior agreements, understandings, negotiations, and communications, whether written or oral.

12.2 Amendments

We may amend these Terms at any time by posting the revised version on our Site. Your continued use of the Site, Platforms, or Services after the effective date of any amendment constitutes your acceptance of the amended Terms. For material changes to these Terms affecting existing client engagements, we will provide written notice.

12.3 Governing Law and Jurisdiction

These Terms are governed by the laws of Western Australia and the Commonwealth of Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Western Australia, provided that nothing in this clause prevents a party from seeking urgent equitable relief in any court of competent jurisdiction.

12.4 Dispute Resolution

If a dispute arises between the parties in connection with these Terms, the parties agree to: (a) first attempt to resolve the dispute through good-faith negotiations between senior management representatives; (b) if the dispute is not resolved within fourteen (14) days, refer the dispute to mediation administered by the Resolution Institute (or its successor) in Perth, Western Australia; and (c) only if mediation fails, either party may commence legal proceedings. Nothing in this clause prevents a party from seeking urgent injunctive or equitable relief.

12.5 Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) if such delay or failure is caused by circumstances beyond the party’s reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, civil unrest, strikes, government action, internet outages, or failure of third-party infrastructure.

12.6 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be severed, and the remaining provisions will continue in full force and effect.

12.7 Waiver

No failure or delay by either party in exercising any right or remedy under these Terms will operate as a waiver of that right or remedy. A waiver of any breach will not constitute a waiver of any subsequent breach.

12.8 Assignment

The Client may not assign its rights or obligations under these Terms without our prior written consent. Base Analytics may assign its rights and obligations to any affiliate or successor entity without consent.

12.9 Relationship of Parties

Base Analytics is an independent contractor and not an employee, agent, joint venturer, or partner of the Client. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship between the parties.

12.10 Notices

All notices under these Terms must be in writing and delivered by email to the addresses specified in the applicable SOW or, for general notices, to support@baseanalytics.com.au. Notices are deemed received on the day of transmission if sent during business hours, or on the next business day if sent outside business hours.