Services agreement

Banja Labs - Services Terms

_Last updated: 26/11/2025

These Services Terms (Terms) apply to all services provided by AJBERRI PTY LTD (ABN 15 146 964 203) trading as Banja Labs and its shareholders, officers and principals (we, us, our) to any client (you, your), unless we agree otherwise in writing.

By accepting a proposal, quote, statement of work or invoice that refers to these Terms, or by instructing us to proceed with any services, you agree to be bound by these Terms.

1. Definitions

In these Terms:

• Agreement means the contract between you and us consisting of:
• the Terms (existent as at the date of the Project Documents); and
• any Project Documents.
• Adapted Software means any modifications, enhancements, or derivative works made to any software or its components that we provide, including any integrated Artificial Intelligence (AI) or Generative AI, whether by us, you or any third party.
• Artificial Intelligence (AI) means the field of technology that uses computers or other technology to do things that have traditionally been done using human intelligence, including techniques, methods and algorithms designed to imitate human reasoning, learning and decision making.
• Background IP means all intellectual property, tools, templates, libraries, frameworks, methodologies, processes, know-how and materials owned or controlled by us (or our licensors) at any time, excluding Project Materials.
• Business Day means a day on which banks are open for business in Sydney, New South Wales, other than a Saturday, Sunday or public holiday.
• Completion means the earlier of:
• the date on which we have delivered all Deliverables described in the relevant Project Document and they have been accepted or deemed accepted under clause 6; or
• any date expressly stated as the completion date in the relevant Project Document and confirmed by us in writing.
• Deliverables means any software (including any AI or Generative AI components), code, designs, documents, configurations, reports or other materials that we expressly agree to develop or deliver for you under an Agreement.
• Fees means the fees, charges and expenses payable by you to us under an Agreement.
• Generative AI means any type of AI that can be used to create new text, images, video, audio, code or synthetic data.
• GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
• Intellectual Property Rights (IP) means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, business and domain names, inventions, AI or Generative AI models and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields, anywhere in the world, whether registered or unregistered.
• Loss means any damage, loss, cost, charge, expense or liability however arising (including contractual, tortuous, legal, equitable loss or loss pursuant to statute).
• Moral Rights has the meaning given in applicable law, including the Copyright Act 1968 (Cth).
• Non-Excludable Rights has the meaning given in clause 11.1.
• Project means the project described in the Project Documents.
• Project Documents means any Proposal, Statement of Work, quote, order form or invoice we issue that describes the Services, Fees and any Deliverables.
• Project Materials means the Deliverables, together with any data, content or materials that you provide to us for the purpose of the Services.
• Services means the services we provide under an Agreement, which may include software development, product engineering, consulting, design, integration, security, support, maintenance and related services as described in the applicable Project Documents.
• Warranty Period has the meaning given in clause 9.2.

2. Engagement & Scope

2.1 We will provide the Services and Deliverables described in the applicable Project Documents.

2.2 If there is any inconsistency between these Terms and a Project Document, the Project Document prevails to the extent of the inconsistency, unless expressly stated otherwise.

2.3 We will perform the Services with due care and skill and in a professional manner, using personnel with appropriate skills and experience.

2.4 You acknowledge that the success of the Services depends on your timely decisions, approvals, information and cooperation. We are not responsible for any delay or failure to perform the Services to the extent caused or contributed to by you or a third party under your control.

3. Changes to Scope

3.1 Either party may request changes to the scope, timing or nature of the Services.

3.2 If you request an increase or material change to the scope or effort required, we may:

• propose an updated estimate or fixed price;

• adjust any target dates or timeframes; and

• require written confirmation (including email) before proceeding.

  3.3 We are not obliged to implement any change request unless agreed in writing.

4. Fees, Invoices & Payment

4.1 You must pay the Fees as set out in the applicable Project Documents. Unless stated otherwise, all Fees are in Australian dollars and exclusive of GST.

4.2 Unless another payment structure is expressly stated in the relevant Project Documents, the default payment structure for project-based work is:

• 50% deposit of the total Project Fees, invoiced on acceptance of the Project Document and payable before we commence work; and

• 50% balance of the total Project Fees, invoiced when we confirm that the final Deliverables are ready for acceptance under clause 6 and payable in accordance with clause 4.4.

  4.3 For ongoing or time-and-materials work, or where the Project Documents specify a different billing cadence, we may invoice:

• according to the milestones, stages or dates specified in the Project Documents; or

• if not specified, monthly in arrears or at such other intervals as we reasonably determine.

  4.4 Unless the Project Documents state a different payment period, you must pay each correctly rendered invoice within 14 days of the invoice date.

  4.5 If you dispute an invoice, you must notify us in writing within 7 days of the invoice date, setting out reasons and any supporting evidence. You must pay the undisputed portion by the due date. The parties will work together in good faith to resolve the disputed amount in accordance with the dispute resolution process in clause 15.

  4.6 We do not charge interest on overdue amounts. However, if any undisputed amount remains unpaid for more than 7 days after its due date, we may (without limiting any other rights):

• suspend provision of the Services and/or access to Deliverables on written notice; and

• treat any target dates or timeframes as extended on a day-for-day basis for the duration of any suspension or delay caused by your non-payment or failure to provide required inputs, access, decisions or approvals.

  4.7 If a suspension continues for more than 20 Business Days, we may terminate the relevant Project or the Agreement by written notice and retain any amounts already paid. If the Project is later resumed, we may charge reasonable restart or re-engagement fees.

  4.8 Amounts payable under the Agreement are exclusive of GST. If GST is payable on a supply, you must pay us an additional amount equal to the GST payable, subject to receiving a valid tax invoice.

5. Client Responsibilities

You agree to:

5.1 Provide timely access to information, systems, environments, content, decisions and approvals reasonably required for us to provide the Services.

5.2 Ensure that all information you provide is accurate, complete and not misleading.

5.3 Comply with any technical, security or usage requirements we reasonably notify to you from time to time.

5.4 Arrange and maintain any third-party services, hosting, infrastructure, licences or accounts that are your responsibility, as described in the Project Documents.

5.5 Not unreasonably delay or withhold approvals or feedback.

5.6 Pay us strictly in accordance with the terms of the Agreement.

6. Delivery, Review & Acceptance

6.1 We will use reasonable efforts to perform the Services and deliver the Deliverables in accordance with any timeframe or target dates set out in the Project Documents. Unless expressly stated as a fixed deadline, all dates are estimates only.

6.2 When we notify you that a Deliverable (or a milestone comprising multiple Deliverables) is ready for review, you must, within 5 Business Days (or any other review period stated in the Project Documents) (review period):

• review the Deliverable; and

• notify us in writing if you believe it materially fails to comply with the agreed scope or specifications, including reasonable details of the issues.

  6.3 If you notify us of a material non-conformance within the review period, we will investigate and use reasonable efforts to remediate the non-conformance within a reasonable time, taking into account its severity and complexity. Where reasonably practicable, we will aim to provide an initial remediation within 10 Business Days.

  6.4 A Deliverable will be deemed accepted on the earliest of:

• your written confirmation of acceptance;

• deployment or use of the Deliverable in a live or production environment (other than for testing); or

• the expiry of the review period without you notifying us of any material non-conformance.

  6.5 Minor or cosmetic issues that do not materially affect the functionality or intended use of a Deliverable do not justify rejection and will be addressed in good faith as part of ongoing iterations or support, subject to the Agreement.

  6.6 Unless expressly included in the Project Documents, we are not required to provide installation, production deployment, hosting, infrastructure management, ongoing maintenance or operational support services. Any such services are out of scope and must be agreed separately in writing and may be subject to additional Fees.

7. Intellectual Property

7.1 Ownership of Your Materials & Project Materials

7.1.1 As between you and us, you own:

• your pre-existing materials, data and content; and
• the Project Materials (including Deliverables) to the extent they comprise new IP created specifically for you under an Agreement,

subject to clause 7.2 and payment in full of all Fees for the relevant Project.

7.1.2 Until full payment of all Fees for the relevant Project is received:

• we retain full ownership of, and Intellectual Property Rights in, the Deliverables; and
• you are granted a limited, non-exclusive, non-transferable, non-sublicensable licence to use any paid Deliverables solely for internal evaluation and testing purposes.

You must not commercialise, sublicense, distribute or make available the Deliverables to any third party until all Fees for the relevant Project have been paid in full.

7.1.3 Upon receipt of full payment of all Fees for the relevant Project, we assign to you all rights, title and interest in the Project Materials (other than Background IP and Third-Party Materials) to the extent we are legally entitled to do so.

7.2 Background IP

7.2.1 We (or our licensors) own all Background IP. Nothing in these Terms transfers ownership of our Background IP to you.

7.2.2 To the extent any Background IP is embedded in or necessary to use the Deliverables or Project Materials, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use that Background IP solely:

• as incorporated into the Project Materials; and

• for your internal business purposes (and any other purposes expressly set out in the relevant Project Documents).

  7.2.3 You must not:

• separate or extract our Background IP from the Project Materials for use or commercialisation on a standalone basis; or

• sublicense, sell or otherwise provide our Background IP to any third party (except as reasonably necessary to use the Deliverables in your business).

  7.3 Adapted Software

  7.3.1 If you or a third party (authorised by you) create Adapted Software, ownership of any new intellectual property in that Adapted Software will vest in you, subject at all times to:

• our continued ownership of the underlying Background IP; and

• any third-party licence terms that apply to components used in the Adapted Software.

  7.3.2 You must ensure that any Adapted Software does not infringe any third-party rights and complies with any applicable open source or third-party licence terms.

  7.4 Third-Party Materials & Open Source

  7.4.1 The Project Materials may incorporate or rely on third-party services, software, tools, platforms or open source components (Third-Party Materials).

  7.4.2 Your use of any Third-Party Materials is subject to the applicable third-party terms and licences. Unless expressly stated otherwise in the Project Documents, you are responsible for any third-party licence fees.

  7.4.3 To the extent permitted by law, we are not responsible for any unavailability, change, defect or failure of Third-Party Materials, nor for any Loss arising from your breach of third-party licence terms.

  7.4.4 We will include, in the final handover documentation for a Project, a list of key third-party and open source components used in the Deliverables together with any relevant notices, to the extent that we are reasonably able to identify them.

  7.5 Moral Rights

  7.5.1 To the extent permitted by law, we consent (and will procure that our personnel consent) to any acts or omissions in relation to the Project Materials that might otherwise infringe any Moral Rights, including:

• making changes to, or failing to attribute authorship of, the Project Materials; and

• using the Project Materials in combination with other works, software or content.

  7.5.2 This consent is given for the benefit of you and your successors in title.

8. Confidentiality & Privacy

8.1 Each party (Receiving Party) must keep confidential all information of the other party (Disclosing Party) that is disclosed in connection with the Agreement and that is:

• described as confidential; or

• by its nature or the circumstances of disclosure would reasonably be considered confidential

  8.2 The Receiving Party may use the Disclosing Party’s Confidential Information solely for the purpose of performing or receiving the Services or otherwise exercising its rights under the Agreement.

  8.3 The Receiving Party may disclose Confidential Information:

• to its personnel, professional advisers and contractors who need to know it and are bound by confidentiality obligations no less stringent than those in this clause;

• with the Disclosing Party’s prior written consent; or

• as required by law, a stock exchange or a court or tribunal of competent jurisdiction.

  8.4 Each party must promptly return or destroy (at the Disclosing Party’s election) the other party’s Confidential Information on request or on termination of the Agreement, subject to any rights to retain copies as required by law or for legitimate record-keeping and backup purposes.

  8.5 Each party must comply with the Australian Privacy Principles and other applicable privacy and data protection laws in connection with any personal information processed under the Agreement.

  8.6 Our handling of personal information is further described in our Privacy Policy, available on our website, as updated from time to time. You are responsible for ensuring you have all necessary consents and authorisations to provide us with any personal information and to permit us to use it as contemplated by the Agreement.

9. Warranties & 12-Month Project Warranty

9.1 General Warranties

We warrant that:

• we will provide the Services with due care and skill and in a professional and workmanlike manner; and

• we have the right to grant the rights and licences granted under the Agreement.

  9.2 12-Month Warranty for Project Deliverables

  9.2.1 For a period of 12 months from the date of Completion for a Project (Warranty Period), we warrant that the Deliverables for that Project will, in all material respects, conform to the agreed scope and specifications set out in the relevant Project Documents as at the date of Completion.

  9.2.2 If, during the Warranty Period, you notify us in writing of a reproducible defect that causes the Deliverables to fail to conform in a material way to the agreed scope or specifications set out in the relevant Project Documents as at the date of Completion (without any subsequent change to those specifications after that date), we will, at our cost:

• investigate the reported defect; and

• use reasonable efforts to correct the defect or provide a workaround that achieves substantially the same result, within a reasonable time having regard to severity and complexity.

  9.2.3 This warranty is your sole and exclusive remedy for defects covered by this clause, and is subject to the exclusions in clause 9.3.

  9.3 Warranty Exclusions & Voiding Conditions

The warranty in clause 9.2 does not apply to any defect or issue arising from:

• modifications, customisations, configuration changes, integrations, Adapted Software or other changes made by you or any third party not authorised by us in writing;
• use of the Deliverables in combination with software, hardware, services or data not reasonably contemplated by us or not compliant with our documented requirements;
• failure to use the Deliverables in accordance with any instructions, documentation or reasonable directions we provide;
• changes, failures or defects in third-party platforms, APIs, hosting providers or other external services;
• your failure to properly implement updates, patches or new versions that we make available to address known defects; or
• misuse, negligence, accidental damage, malicious acts or use outside the intended purpose of the Deliverables.

If any of the above occurs, the warranty in clause 9.2 is immediately void in relation to the affected Deliverables.

9.4 Post-Warranty Services

After the Warranty Period ends, any further work to correct defects, perform enhancements or provide support will be charged at our then-current rates, unless otherwise agreed in writing.

10. No Other Warranties

10.1 Except as expressly set out in these Terms and to the fullest extent permitted by law, we exclude all warranties, representations and guarantees (whether express, implied or statutory) not expressly set out in the Agreement, including any warranties relating to fitness for a particular purpose, merchantability or non-infringement.

10.2 You acknowledge and agree that:

• we do not warrant that the Deliverables or Services will be error-free, uninterrupted or meet every requirement not expressly agreed in writing; and
• complex software and systems may contain bugs or issues that do not materially impact overall functionality and are acceptable within normal industry practice.

11. Australian Consumer Law & Liability

11.1 Non-Excludable Rights

Nothing in the Agreement excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by the Australian Consumer Law or any other applicable law that cannot be excluded, restricted or modified by agreement (Non-Excludable Rights).

11.2 Limitation of ACL Remedies

To the maximum extent permitted by law, our liability for breach of any Non-Excludable Right is limited, at our option, to:

• in the case of services: the resupply of the services or the payment of the cost of having the services supplied again; and

• in the case of goods: the repair or replacement of the goods, the supply of equivalent goods, or the payment of the cost of doing so.

  11.3 Limitation of Liability (General)

Subject to clause 11.1 and 11.2, notwithstanding any other provision of the Agreement:

• our total aggregate liability for all Loss you suffer or incur in connection with the Agreement (whether in contract, tort, statute or otherwise) arising out of any one event or series of related events is limited to the total Fees paid by you to us under the relevant Project in the 6 months immediately preceding the event giving rise to the claim; and

• we are not liable for any indirect or consequential Loss (both of which terms include, without limitation, pure economic loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business, business interruption, loss of data, loss of opportunity and depletion of goodwill).

  11.4 Intellectual Property Indemnity

  11.4.1 Subject to clauses 11.1 and 11.3, we will indemnify you against any third-party claim in Australia alleging that the Deliverables, in their unmodified form as delivered by us, infringe Australian copyright, provided that you:

• promptly notify us of the claim;

• give us sole control of the defence and settlement of the claim; and

• provide all reasonable assistance in connection with the claim (at our cost).

  11.4.2 We will not be liable under this indemnity to the extent the claim arises from:

• modifications not made or authorised by us;

• use of the Deliverables in combination with other products, services or data not supplied or recommended in writing by us; or

• misuse or use of the Deliverables outside the scope contemplated by the Agreement.

  11.4.3 If a claim of infringement is made or appears likely, we may (at our option and cost):

• procure for you the right to continue using the affected Deliverables;

• modify the Deliverables so that they become non-infringing without materially reducing their functionality; or

• if neither of the above is commercially reasonable, terminate the licence to the affected Deliverables and refund to you the portion of Fees actually paid for those Deliverables, less reasonable depreciation for use to date.

  11.5 Client Indemnity

You indemnify us against any Loss we suffer or incur arising from:

• your breach of the Agreement;
• any infringement of a third party’s rights (including intellectual property rights and privacy rights) caused by your content, data or materials; or
• any use of the Deliverables contrary to the Agreement or our reasonable instructions,

except to the extent the Loss is caused by our breach of the Agreement or our gross negligence.

12. Non-Solicitation

12.1 During the term of the Agreement and for 12 months after its expiry or termination, you must not directly or indirectly solicit for employment or engagement any person who is a key employee or contractor of ours and who was materially involved in providing the Services, without our prior written consent.

12.2 This clause does not prevent you from hiring any person who responds to a genuine public job advertisement not specifically targeted at our personnel.

13. Term, Termination & Force Majeure

13.1 The Agreement commences on the earlier of:

• the date you first accept a Project Document that refers to these Terms; or
• the date you first instruct us to proceed with Services,

and continues until all Services under all current Project Documents are completed or the Agreement is terminated in accordance with this clause.

13.2 Either party may terminate the Agreement or any individual Project by written notice if the other party:

• commits a material breach that is unable to be remedied or, if able to be remedied, is not remedied within 20 Business Days after written notice specifying the breach and requiring it to be remedied; or

• becomes insolvent, enters into administration or liquidation, or ceases to carry on business.

  13.3 We may terminate the Agreement or any Project immediately by written notice if:

• any undisputed amount owed by you remains unpaid for more than 30 days after the due date; or

• you repeatedly fail to provide information, access or approvals reasonably required for us to perform the Services.

  13.4 Force Majeure. Neither party is liable for any delay or failure to perform its obligations (other than a payment obligation) due to an event beyond its reasonable control, including natural disasters, government restrictions, epidemics, war, labour strikes, failure of utilities or telecommunications, or major service outages affecting third-party providers (force majeure event). If a force majeure event continues for more than 30 consecutive days, either party may terminate the affected Project or the Agreement by written notice.

  13.5 On termination of the Agreement or a Project (other than for our breach), you must pay:

• all Fees for Services performed and costs incurred up to the date of termination; and

• any reasonable non-cancellable third-party costs we have committed to on your behalf.

  13.6 Termination does not affect any accrued rights or remedies of either party.

14. Disputes

14.1 If a dispute arises in connection with the Agreement, a party claiming a dispute has arisen must notify the other party in writing, outlining the nature of the dispute. The parties must first attempt to resolve the dispute through good-faith negotiation between senior decision makers.

14.2 If the dispute is not resolved within 20 Business Days after the notice, either party may refer it to mediation administered by the Resolution Institute (or its successor) in accordance with its mediation rules. The costs of mediation are to be shared equally, unless otherwise agreed.

14.3 Nothing in this clause prevents either party from seeking urgent injunctive or declaratory relief from a court of competent jurisdiction.

15. Notices

15.1 Notices under the Agreement must be in writing and may be given by email, prepaid post or personal delivery to the other party’s last notified contact details.

15.2 A notice is taken to be received:

• if delivered by hand, on delivery;
• if sent by prepaid post within Australia, on the fifth Business Day after posting;
• if sent by airmail to or from a place outside Australia, on the tenth Business Day after posting; and
• if sent by email, when the email (including any attachment) leaves the sender’s mail server, unless the sender receives a system-generated failure or delay notification, in which case the notice is not given.

Our current contact details for notices are:

• Email: legal@banja.au
• Postal: 15/3 Mosman St, Sydney NSW 2088, Australia

We may update these details by notice to you.

16. Assignment

16.1 You must not assign, transfer or novate your rights or obligations under the Agreement without our prior written consent.

16.2 We may assign or novate our rights or obligations under the Agreement to an associated entity (as defined in section 50AAA of the Corporations Act 2001 (Cth)) or in connection with a merger, acquisition or sale of all or part of our business or assets, by giving you written notice.

17. General

17.1 Governing Law & Jurisdiction

The Agreement is governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia.

17.2 Entire Agreement

The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, arrangements and understandings, whether verbal or written.

17.3 Variation

Any of these Terms may be varied in writing at any time by us. Variations will become effective on the day they are posted or otherwise published, unless stated otherwise. You must visit our website regularly to ensure that you are aware of the latest version of these Terms.

17.4 Severability

If any part of the Agreement is held to be invalid or unenforceable, that part is deemed deleted and does not affect the validity or enforceability of the remaining provisions.

17.5 No Waiver

A failure or delay by a party to exercise a right or remedy under the Agreement does not operate as a waiver of that right or remedy. A waiver is only effective if in writing and signed by the party granting it.

17.6 Relationship of the Parties

Nothing in the Agreement constitutes a relationship of partnership, joint venture, employment or agency between the parties. We provide the Services as an independent contractor.