Introduction

Welcome to Synchronos Pty Ltd, trading as StartupCraft (“Company”, “we”, or “us”). These Terms and Conditions (“Terms”) govern your use of our public website (the “Website”) and any custom software development or related services provided by us (collectively, the “Services”). By accessing or using our Website or engaging our Services, you (“you” or the “Client”) agree to be bound by these Terms. If you do not agree with any part of these Terms, please refrain from using the Website or our Services.

Client Responsibilities

When you engage StartupCraft for custom software development or other Services, you agree to fulfill the following responsibilities to facilitate a successful engagement:

• Provide Necessary Information: You will provide timely, accurate, and complete information, materials, and feedback required for us to perform the Services. This includes any specifications, content, or resources needed to develop the software or website. You confirm that you have the rights or permissions to use any materials you supply to us.
• Active Cooperation: You will cooperate in good faith with our team, be available for consultations or reviews, and make decisions or approvals in a timely manner. Delays on your part (such as slow feedback or missing information) may impact delivery timelines and could result in schedule changes or additional costs.
• Compliance with Agreements: You will abide by any agreed project scope or Statement of Work and pay all fees due as per the agreed schedule (see Fees & Payment). If scope changes are needed, you agree to discuss and document such changes (which may involve cost or time adjustments) in writing.
• Use of Deliverables: Once the custom software or deliverables are handed over, you are responsible for using them in accordance with applicable laws and the terms of any license provided. You will not use the deliverables to engage in unlawful activities, infringe on others’ rights, or violate any acceptable use terms outlined in these Terms. By meeting these responsibilities, you help ensure that our Services can be delivered on time and to specification. Failure to fulfill Client responsibilities may relieve us of our obligations to the extent we are unable to perform due to such failure.

Acceptable Use of Website and Services

When using our Website or any of our Services, you agree to conduct yourself lawfully and refrain from any misuse. The following acceptable use conditions apply:

• Lawful Purposes Only: You will not use the Website or Services for any illegal, fraudulent, or unauthorized purpose. You agree to comply with all applicable laws and regulations when accessing our content or using our software.
• No Harmful Interference: You must not introduce malware, viruses, trojan horses, worms, logic bombs, or other harmful code into the Website, our systems, or any software deliverable. Additionally, you will not attempt to gain unauthorized access to our servers or databases, or engage in any activity that disrupts or interferes with the integrity or performance of our Website or Services.
• Respect for Rights: You will not use the Website to transmit or post any material that is defamatory, obscene, offensive, or infringes on the intellectual property, privacy, or other rights of any person. This includes refraining from uploading content you do not have the right to use or that violates confidentiality obligations.
• Non-Exploitive Use: You will not use any automated means (such as bots, scrapers, or spiders) to access the Website for data mining, scraping, or any purpose not expressly permitted. You also agree not to reverse engineer, decompile, or otherwise attempt to extract our source code or trade secrets from any of our software or Services, except as allowed by law.
• User Accounts: If we provide any login or account for certain Services, you are responsible for keeping your credentials secure. All activities under your account are your responsibility. You agree to notify us immediately of any unauthorized use of your account or any other security breach. Violating the acceptable use conditions may result in suspension or termination of your access to the Website or Services (see Termination below). We reserve the right to monitor usage and to take appropriate action to ensure compliance with these Terms.

Use of Subcontractors

StartupCraft may engage third-party contractors, sub-contractors, or partner companies (“Subcontractors”) to assist in delivering our Services. We retain the right to determine the appropriate personnel or Subcontractors for each project. When doing so:

• Qualified Personnel: We will ensure that any Subcontractors or third parties we engage are qualified and possess the necessary skills to perform the Services to our quality standards.
• Responsibility: We remain responsible for the work performed by any Subcontractors as if the work was done by our own employees. Their actions in performing the Services will be covered under our agreements with you, and we will be your point of contact for all project matters.
• Confidentiality with Subcontractors: Any Subcontractors or third parties involved will be bound by confidentiality obligations no less strict than those outlined in these Terms (see Confidentiality). This ensures that your confidential information and project data remain protected even when third parties are involved.
• No Additional Fees without Consent: Engaging a Subcontractor will not increase the fees you have agreed to pay for the Services unless we have your prior agreement (for example, if a change in scope necessitates specialist third-party involvement and costs). Any such changes would be discussed and documented with you in advance. By accepting these Terms, you consent to our use of Subcontractors in the manner described above. We will manage and supervise all Subcontractor work and ensure it meets our contractual obligations to you.

Intellectual Property Rights

We recognize that the custom software and solutions we create for you are critical to your business, and we ensure that you retain full ownership of those deliverables. This section explains how intellectual property is handled:

• Client Ownership of Deliverables: Upon full payment for a project, all intellectual property rights in the custom software, code, documentation, designs, or other work products specifically developed for you (the Deliverables) will be owned solely by you, the Client. This means you have the exclusive rights to use, modify, sell, or distribute your custom-developed software or materials as you see fit. We will, at your request and expense, sign any documents reasonably necessary to transfer ownership of such intellectual property to you.
• Pre-existing Materials: If our work includes or is built upon any of our pre-existing tools, libraries, frameworks, or templates, or any third-party open-source or licensed components, those underlying materials remain owned by us or the respective third-party licensors. In such cases, you will receive a license to use those materials as part of the Deliverables. For example, if we include an open-source library in the software, that library is not owned by you but is used under its open-source license (which we will make available to you). Similarly, any of our proprietary components or general know-how that we bring into the project remain our property, but we grant you a non-exclusive, royalty-free, perpetual license to use them as part of the Deliverables.
• Client Materials: Any intellectual property that you provide to us for the project (such as your logos, graphics, data, or existing software) remains your property. You grant us a limited, revocable license to use, reproduce, and modify your materials solely as needed to perform the Services for you. We will not use your materials for any purpose outside the scope of the project without your permission.
• Portfolio Usage: We pride ourselves on the work we do and, as is common in the industry, we reserve the right to reference our work for you in our portfolio or marketing materials. This may include using your company name and a basic description or non-confidential screenshots of the Deliverables to illustrate the services we provided. We will not reveal any of your confidential business information or sensitive data in doing so. If you prefer that we do not use your project in our portfolio, please notify us in writing, and we will honor that request.
• Moral Rights: Where applicable, each party will waive (or ensure the waiver of) any moral rights in the material created under these Terms. This means, for instance, we won’t assert authorship rights that interfere with your full use of the Deliverables. Conversely, you won’t remove attribution or author credits in a way that harms our reputation (for example, removing our name from an “About” screen, if one was included, without discussion) unless agreed or necessary for your business use. This Intellectual Property section ensures you get what you’re paying for – full ownership of the custom solutions we build for you – while also protecting any foundational tools and third-party components that are part of that solution.

Confidentiality

Both StartupCraft and you (the Client or user) may have access to each other’s confidential information during the course of an engagement or through the use of the Website. We each agree to protect the other’s confidential and proprietary information as described below:

• Definition of Confidential Information: “Confidential Information” means any non-public or proprietary information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure. This may include business plans, strategies, customer lists, financial information, software code, technical designs, trade secrets, and any other materials marked or communicated as confidential. For StartupCraft, Confidential Information also includes any non-public aspects of our software, tools, methodologies, or pricing. For you, it includes your project requirements, data you provide, and proprietary business information.
• Obligations of Confidentiality: The Receiving Party must use the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own confidential information of a similar nature, but never less than a reasonable standard of care. The Receiving Party agrees:
  • Use Limitation: To use the Confidential Information only for the purpose of fulfilling its obligations or exercising its rights under these Terms (for example, we will use your information only to develop your software; you would use our information only to utilize our Services).
  • Non-Disclosure: Not to disclose or make available the Confidential Information to any third party except to its own personnel or authorized Subcontractors who need access to fulfill the purpose of these Terms and who are bound by confidentiality obligations at least as stringent as these. The Receiving Party is responsible for any breaches of confidentiality by those individuals or entities.
• Exclusions: The obligations above do not apply to information that the Receiving Party can prove:
  • Already Known: It was already lawfully known or in the possession of the Receiving Party without obligation of confidentiality before receiving it from the Disclosing Party.
  • Public Domain: It becomes publicly known through no wrongful act or breach of these Terms by the Receiving Party (for example, if a feature of the project becomes public through no fault of ours, then our discussing that feature is not a breach).
  • Independently Developed: It was independently developed or discovered by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.
  • Third-Party Disclosure: It was rightfully received from a third party who had the legal right to disclose it without any confidentiality obligation.
• Compelled Disclosure: If the Receiving Party is required by law, court order, or government regulation to disclose the Disclosing Party’s Confidential Information, the Receiving Party must (to the extent legally permitted) promptly notify the Disclosing Party of this requirement so that the Disclosing Party may seek an appropriate protective order or waive compliance. The Receiving Party will only disclose the minimum amount of information necessary to comply with the legal requirement.
• Return or Destruction: Upon the Disclosing Party’s request or upon termination of our relationship, the Receiving Party will promptly return or destroy (at the Disclosing Party’s option) all tangible materials embodying the Confidential Information of the Disclosing Party that are in the Receiving Party’s possession or control, and certify in writing that it has done so, except as required to be retained by law or standard backup procedures (in which case the confidentiality obligations hereunder continue to apply to that retained information).
• Survival: The obligations of confidentiality described in this section survive the termination or expiration of these Terms and our Services for a period of at least five (5) years from the date of disclosure, or indefinitely with respect to trade secrets as defined by applicable law. By adhering to these confidentiality obligations, both you and StartupCraft can freely share necessary information during the project, knowing it will remain protected and only used for its intended purpose.

Fees and Payment

(This section applies when you engage us for paid Services. It does not apply to simply browsing the public Website.)

• Fees and Quotes: The fees for our Services will typically be outlined in a separate proposal, quote, or Statement of Work provided to you. All quotes are estimates based on the initial scope provided. If the scope changes or additional work is required, we will discuss any impact on fees and seek your approval before proceeding.
• Invoicing: We will invoice you as per the payment schedule defined in the proposal or agreement (for example, this could be upon completion of milestones, on a time-and-materials basis monthly, or upfront in stages). Invoices will be sent to the contact and address you provide, either electronically or in hard copy, as agreed.
• Payment Terms: Unless otherwise specified in writing, invoices are payable within 14 days of the invoice date. Payments should be made in Australian Dollars (AUD), and are exclusive of any Goods and Services Tax (GST) or other applicable taxes, which will be added where required by law. You are responsible for any bank fees or charges associated with the payment.
• Late Payments: If payment is not received by the due date, we reserve the right to take one or more of the following actions:
  • Suspend work or withhold delivery of any further Services or Deliverables until payment is made.
  • Charge interest on overdue amounts at a rate of interest per month (or the maximum rate allowed by law, if less), calculated from the payment due date until the date of receipt of payment.
  • Recover any costs of debt collection (including legal fees on an indemnity basis) if your payment default necessitates such action.
• No Set-off: You agree not to withhold or set-off any portion of payment due to us against any claims or disputes (unless we have agreed in writing to a specific adjustment). In case of a billing dispute, you will timely pay all undisputed amounts and the parties will work in good faith to resolve the dispute over any disputed amount.
• Refunds: Services (especially custom development work) are generally non-refundable once delivered, except as required under Australian Consumer Law or expressly agreed by us. If a project is terminated early (see Termination), you will be charged for work completed up to the termination date, and any prepaid but unearned fees for future work will be refunded. By engaging our Services, you agree to pay the fees in accordance with the terms above. Prompt payment ensures we can continue to provide high-quality services and support for your project.

Warranties and Disclaimers

We strive to deliver high-quality software and services, but it is important to clarify what is and isn’t promised:

• Service Standard: We warrant that we will provide the Services with due care, skill, and diligence, in a professional and workmanlike manner, consistent with generally accepted industry standards. We will make reasonable efforts to meet any schedule or deadlines agreed upon, but such schedules are often estimates and may require adjustment if project variables change.
• Fit for Purpose: You, as the Client, are responsible for determining that the Services or Deliverables meet your needs. While we will work according to your specifications, we do not warrant that the delivered software or advice will in every case achieve your specific objectives, operate uninterrupted or error-free, or be completely secure. (For example, complex software may contain minor bugs despite testing, and we cannot guarantee it will run on every possible configuration not specified in requirements.)
• No Implied Warranties: To the fullest extent permitted by law, we exclude all warranties, conditions, and representations not expressly stated in these Terms or a written agreement. This includes any implied warranties or conditions of merchantability, fitness for a particular purpose, title, non-infringement, or those arising by statute or from a course of dealing or usage of trade. The Website and all content on it are provided on an “as is” and “as available” basis, without any warranty that they will be error-free, complete, or current.
• Australian Consumer Law: Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law (ACL) or any other applicable law that cannot be excluded by contract. If the ACL applies to our provision of Services, then our liability for failure to comply with a consumer guarantee is limited (where permitted by law) to either re-performing the Services or paying the cost of having the Services re-performed (at our election).
• Third-Party Products or Services: If our Services involve the use or integration of third-party products, software, or platforms, any warranties regarding those third-party components are provided, if at all, by the original providers – not by StartupCraft. For example, if we integrate a third-party API or library, we are not liable for any issues attributable to that third-party component beyond our control. We will, however, use reasonable efforts to pass through to you any benefits of warranties provided by those third parties, if applicable.
• No Guarantee of Results: Any testimonials or examples we provide (such as case studies of other clients) are for illustrative purposes. While we are proud of our track record, we do not guarantee that you will experience the same results. Each project is unique, and many factors outside our control (for instance, how you operate or market a new software tool) will influence outcomes. Disclaimer: Except for the express warranties stated above, the use of our Services and Website is at your own risk. You assume full responsibility for any loss of data, or damage to your computer systems or networks, or any other loss that results from downloading, using, or accessing any material from the Website or using the Deliverables (for example, you are responsible for backing up your data during a project and maintaining appropriate security measures in your own IT environment). This section is intended to clearly outline the expectations and limitations of our Services, aligning with legal requirements and common industry practice.

Limitation of Liability

In no event will StartupCraft (Synchronos Pty Ltd) be liable to you or any third party for damages or losses except as expressly stated in this section. It is important to understand and agree to these limits on our liability:

• Indirect and Consequential Losses: To the fullest extent permitted by law, we will not be liable for any indirect, incidental, special, consequential, or punitive damages whatsoever. This exclusion includes (but is not limited to) any loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of or damage to data, downtime costs, or damage to goodwill arising out of or in connection with the use of our Website or Services, or the delay or inability to use the Deliverables, even if we have been advised of the possibility of such damages. In plain terms, if things like lost profits or business interruptions occur, we are not responsible for covering those losses.
• Cap on Direct Damages: To the extent permitted by law, our total aggregate liability for all claims arising from or related to the Services, the Deliverables, these Terms, or your use of the Website will be capped at the total amount of fees you paid us for the specific Service or project in question. If your claim does not relate to a specific paid project (for example, it relates to using the free content on our Website), our total liability for all such claims in aggregate is capped at AUD $100. This cap applies no matter how many events or claims you bring against us.
• Australia-Specific Provisions: If applicable law (for example, certain provisions of the Australian Consumer Law) prevents either of the above limitations from applying in a particular situation, then our liability will be limited to the maximum extent permitted by that law. We do not seek to exclude liability that we are not permitted to exclude under law. However, in any case, our liability will be limited as much as legally possible.
• Release for Free Services: If we provide any free-of-charge services, advice, prototypes, or consultation (e.g. an initial consultation, a free trial, or open-source code samples), we provide those “as-is” without any liability whatsoever. You use free offerings strictly at your own risk.
• Multiple Claims: The limitations in this section apply to all causes of action, under any legal theory (contract, tort, or otherwise), and even if any remedy fails of its essential purpose. You agree that these limitations of liability are agreed allocations of risk constituting part of the consideration for our Services, and they will apply even if we have been found to have breached a fundamental term or condition of these Terms. By agreeing to these Terms, you acknowledge that the pricing of our Services reflects this allocation of risk and the limitations of liability stated herein. If you require higher liability limits, we can discuss adjusting fees or obtaining special insurance as part of a separately negotiated agreement.

Indemnification

To protect both you and us from third-party claims arising from our collaboration, the following indemnity obligations apply:

• Your Indemnity to StartupCraft: You agree to indemnify, defend, and hold harmless Synchronos Pty Ltd (StartupCraft) and its directors, officers, employees, agents, and Subcontractors (collectively, the “Indemnified Parties”) from and against any and all third-party claims, actions, proceedings, losses, liabilities, damages, costs, or expenses (including reasonable legal fees on a solicitor-client basis) that any Indemnified Party may suffer or incur as a result of or in connection with:
  • Breach of Terms: Your breach of any provision of these Terms or any other agreement you have with us (for example, if you violate the confidentiality clause or fail to perform an obligation, and that leads to a dispute or loss).
  • Unlawful or Improper Use: Your use of the Deliverables or the Website in a manner not authorized by these Terms, or in violation of any applicable law or regulation. (For instance, if you use the software we develop for illegal purposes and a third party sues us as the developer, or if you introduce a virus into our system causing losses to others.)
  • Infringement Claims: Any claim that the data, content, or materials you provided to us (including any specifications, text, images, or other inputs from you) infringe or misappropriate the intellectual property rights or other rights of a third party. For example, if you give us code or content to incorporate and it turns out someone else claims ownership of it, you would cover us for any resulting claims.
• Conditions of Indemnity: Your obligation to indemnify is subject to us:
  • Promptly notifying you of any such claim (to the extent feasible, as late notice that prejudices your ability to defend can relieve you of responsibility to that extent).
  • Giving you sole control of the defense and settlement of the claim (provided that you may not settle any claim in a manner that admits fault on our behalf or imposes non-monetary obligations on us without our prior written consent).
  • Providing you with reasonable assistance in defending the claim (at your cost).
  • The Indemnified Parties have the right to participate in the defense at their own expense and to approve any settlement that directly implicates them, such approval not to be unreasonably withheld.
• StartupCraft’s Indemnity to You: In the event that we provide you with any of our proprietary materials or deliverables that infringe a third party’s intellectual property rights (when used as authorized), we will indemnify and hold you harmless against any third-party IP infringement claims to the extent the claim solely and directly arises from our Deliverables and not from (i) any materials or specifications provided by you, (ii) any modifications made by you or a third party to our Deliverables, or (iii) use of the Deliverables in combination with other products or services not provided by us. This indemnity is our way of standing behind our work product. If such an infringement claim occurs, we may, at our discretion: (a) modify the Deliverable to be non-infringing, (b) obtain a license for your continued use of the infringing material, or (c) if options (a) and (b) are not commercially feasible, terminate the use of the infringing Deliverable and refund any fees paid for that portion of the Service. This section states your sole and exclusive remedy with respect to third-party infringement claims regarding our Services. The indemnification obligations outlined here are intended to fairly allocate responsibility: you protect us from issues you cause, and we protect you from issues we cause. These obligations survive termination of the agreement.

Termination

Either you or StartupCraft may bring an engagement or the applicability of these Terms to an end under certain circumstances. Termination can occur as follows:

• Termination for Convenience (No-Fault): Either party may terminate an ongoing Service engagement (such as a project or retainer agreement) for convenience by providing at least 14 days’ written notice to the other party. This allows either side to end the relationship without needing to prove the other did something wrong. (For example, if you decide to discontinue a project for internal reasons, or if we decide to stop providing services in a certain area, either can invoke this clause.) Note that terminating an engagement will not retroactively void these Terms for work already performed, but it will stop further work from being done after the notice period.
• Termination for Breach: If either party materially breaches these Terms or any agreed Statement of Work and fails to remedy that breach within a reasonable period after receiving written notice of the breach (no more than 14 days, if a cure is feasible), the non-breaching party may terminate the engagement immediately by giving written notice to the breaching party. In cases of severe or irremediable breach (for example, a serious violation of confidentiality, or non-payment that continues despite reminders), termination can be effective immediately without an opportunity to cure.
• Termination of Website Access: We reserve the right to suspend or terminate your access to the Website (or any part of it) at any time, with or without notice, if we reasonably believe you have violated the Acceptable Use terms or any other provision of these Terms, or if necessary to comply with law or protect our rights. Likewise, you are free to stop using our Website at any time.
• Effects of Termination: Upon termination of a Service engagement for any reason:
  • We will cease working on the project, and you will pay for all Services rendered and costs incurred up to the effective date of termination. We will provide a final invoice if applicable.
  • We will deliver to you any completed or partially completed Deliverables (as-is, to the extent they have been paid for) and any of your materials in our possession. Any licenses granted to you for use of our pre-existing materials (as part of Deliverables) will continue so that you can use the Deliverables delivered and paid for.
  • Each party will promptly return or destroy the other’s Confidential Information as described under Confidentiality.
  • Any terms in these Terms which by their nature should survive termination (such as Intellectual Property ownership, Confidentiality, Limitation of Liability, Indemnity, Governing Law, and Dispute Resolution) will continue to remain in effect.
• No Penalty: Termination in accordance with this clause (whether for convenience or breach) will not incur any penalty or additional fees beyond settlement of owed payments. However, if you terminate without cause before a project is completed, you acknowledge that some pricing discounts or assumptions may not apply, and thus you will be responsible for the value of work actually performed (which could be a proportional higher rate if, for example, a discounted package was based on full completion). Termination of the relationship does not affect rights and liabilities accrued up to the date of termination. We hope never to part ways on bad terms; but if we must, this section ensures a fair and orderly wrap-up of our engagement.

Dispute Resolution

StartupCraft is committed to resolving disputes in a fair and efficient manner. If any disagreements or disputes arise out of or in connection with these Terms, the Services, or any project, the parties agree to the following procedure before pursuing formal legal action:

1. Good Faith Negotiation: First, both parties agree to attempt to resolve the dispute informally through good faith discussion and negotiation. The concerned party should notify the other in writing of the issue, including relevant details and the desired resolution. Within a reasonable time of such notice (for example, within 10 business days), a representative from each party with decision-making authority will meet (or confer via teleconference) to discuss the matter and seek a mutually agreeable solution. Both parties agree to genuinely consider the other’s viewpoint and to try to resolve the dispute amicably.
2. Mediation (Optional but Recommended): If a resolution cannot be reached through direct negotiation within a further 20 days (or another mutually agreed timeframe), the parties may (by mutual agreement) enlist the help of a neutral third-party mediator. The mediation would take place in New South Wales (or remotely, as suitable) and follow the guidelines of a reputable mediation service. Mediation is not mandatory under these Terms, but it is recommended as a cost-effective way to resolve issues without court involvement. Either party can decline mediation, in which case the next step is available.
3. Court Action: If the dispute remains unresolved after the above steps (or if either party chooses to bypass mediation), either party may initiate legal proceedings in accordance with the Governing Law & Jurisdiction clause below. Each party retains the right to seek relief through the courts of New South Wales, Australia. Exceptions: Notwithstanding the above, either party may seek immediate temporary injunctive or equitable relief (for example, a restraining order or injunction) from a court if necessary to prevent imminent harm or to preserve the status quo, without first engaging in the negotiation/mediation process. This might apply in cases such as a breach of confidentiality or intellectual property misuse that could cause irreparable harm. This dispute resolution process is designed to encourage communication and settlement before resorting to litigation, which can be costly and time-consuming. Both you and we agree that we will endeavor in good faith to resolve any issues quickly and fairly.

Governing Law & Jurisdiction

These Terms and any separate agreement by which we provide you Services are governed by and shall be construed in accordance with the laws of the State of New South Wales, Australia, and the federal laws of Australia where applicable.

• Jurisdiction: In the event that a dispute proceeds to formal legal action, the parties agree to submit to the exclusive jurisdiction of the courts of New South Wales. This means that if you need to file a lawsuit or other legal action against us (or vice versa), it must be brought in a court located in New South Wales (such as a court in Sydney). Both StartupCraft and you consent to the personal jurisdiction of these courts.
• Venue: Unless otherwise agreed, the venue for resolving any dispute will be in a competent court in the state of New South Wales. We both agree that New South Wales is a convenient forum and we waive any objection to it as an inconvenient forum.
• Local Laws: While our Website and Services may be accessible globally, we make no representation that our materials or Services are appropriate or available for use in other locations. If you choose to access the Website or engage our Services from outside Australia, you are responsible for compliance with local laws, if and to the extent local laws are applicable. However, the governing law for our Terms remains as stated above. By choosing New South Wales law, we align our Terms with the region where our company is based and operates (assuming Synchronos Pty Ltd is an Australian company located in NSW). This provides consistency and predictability in how the Terms will be interpreted.

Website Content and External Links

The content on our Website is provided for general information about our Services and expertise. This section addresses ownership of that content and how we handle external resources:

• Content Ownership: All materials on the Website, including text, graphics, logos, icons, images, audio clips, software, and documentation, are either the property of StartupCraft (Synchronos Pty Ltd) or are used by us with permission or under license. This content is protected by copyright, trademark, and other intellectual property laws. You may access and display the content on your personal device for your own informational use, but you may not reproduce, distribute, modify, create derivative works of, publicly display, or commercially exploit any content from our Website without our prior written consent. All trademarks, service marks, and trade names (including “StartupCraft” and our logos) are owned by us or our licensors. We do not grant any license or right to use them except as incidental to viewing the Website.
• Accuracy of Information: We strive to keep the information on the Website up-to-date and accurate. However, the Website’s content is provided “as-is” and for general informational purposes only. We do not guarantee that the content is free from errors or omissions, and we make no warranty regarding the accuracy, completeness, or usefulness of any information on the site. Before relying on any information on the Website, we encourage you to verify it independently or contact us for clarification. We are not liable for any action you take based on the information presented on our Website.
• External Links: Our Website may contain links to third-party websites or resources for your convenience (for example, links to articles, frameworks, or tools we mention in our blog or content). These external sites are not under our control, and we are not responsible for the content, products, services, or policies of any linked third-party sites. A link on our Website does not imply an endorsement or approval of the third-party site or its content by StartupCraft. When you follow a link to an external site, you do so at your own risk. We recommend you review the terms and privacy policies of any third-party sites you visit.
• Third-Party Content and Tools: Any references on our Website to third-party content (such as open-source projects, libraries, or software products) are provided “as is.” If our site allows you to interact with third-party tools or content (for example, a chat widget, a scheduling tool, or social media plugins), your use of those tools may be governed by the third party’s terms of use, not ours. We are not liable for any issues arising from your use of third-party content or tools on our Website.
• User-Generated Content: If our Website allows users to post comments, reviews, or other content (for example, a blog comment or testimonial submission), you must ensure any content you post is lawful, not misleading, and does not violate any person’s rights or these Terms. We reserve the right (but have no obligation) to remove or edit user-submitted content that we determine is inappropriate or violates these Terms or any law. By submitting any content on our site, you grant us a worldwide, royalty-free license to use, reproduce, and display that content on the Website. This section clarifies that while we aim to provide valuable information and resources on our Website, certain legal protections and disclaimers apply to that content. Always use professional judgment and caution when using information from any website, including ours.

Changes to Terms

We may update or modify these Terms from time to time to reflect changes in our business practices, legal requirements, or for other operational reasons:

• Notice of Changes: If we make significant changes to these Terms, we will provide notice by posting the updated Terms on this page with a new “Last updated” date. In certain cases, we might also notify you through other channels (for example, by email or by a notification on our Website) if you are an existing Client with an ongoing engagement.
• Acceptance of Changes: Continued use of our Website or Services after any changes to the Terms constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you should stop using the Website and (if applicable) notify us to terminate any ongoing Services (subject to any applicable termination notice requirements).
• Review Regularly: We encourage you to review these Terms periodically to stay informed about our terms and conditions. We will archive prior versions of the Terms and make them available for review upon request so you can see what changes have been made.
• No Retroactive Changes: Changes to the Terms will not apply retroactively. If you have a specific project in progress under a previous version of the Terms and the changes materially affect that engagement, we will generally honor the Terms as they were at the time of contract, for that project, or negotiate a mutually agreeable path forward. By keeping this document up-to-date, we ensure transparency and maintain alignment with our legal obligations and the way we do business.

General Provisions

The following general provisions apply to these Terms and any engagement between you and StartupCraft:

• Entire Agreement: These Terms (together with any specific proposals, statements of work, or addenda expressly incorporated by reference) constitute the entire agreement between you and us regarding the subject matter herein, and supersede all prior discussions, negotiations, understandings, or agreements (whether oral or written) in relation to that subject matter. In case of any conflict between these general Terms and a specific written contract or Statement of Work signed by both parties, the terms of the signed contract or Statement of Work will prevail to the extent of the inconsistency.
• Amendments: Except for updates we may make to these Terms as described under “Changes to Terms,” any modification or amendment to these Terms or any engagement must be in writing and agreed by both parties. This means neither party can orally modify the agreement or rely on informal communications to alter the obligations.
• Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be interpreted in a manner to make it enforceable if possible, or, if it cannot be made enforceable, it shall be severed (removed) from these Terms. The remaining provisions of these Terms will continue in full force and effect. In other words, the invalid part doesn’t invalidate the entire agreement.
• Waiver: No waiver of any breach or default of these Terms by either party will be considered a waiver of any preceding or subsequent breach or default. A failure or delay by either party to enforce any part of these Terms or to exercise any right or remedy will not be deemed a waiver of that party’s rights or remedies under these Terms. To be effective, any waiver must be in writing and signed by the party granting the waiver.
• Assignment: You may not assign or transfer your rights or obligations under these Terms (or any Services agreement) to any third party without our prior written consent, which we will not unreasonably withhold. We may assign or transfer our rights and obligations under these Terms to a successor in interest (for example, if the company is sold or merged) or to an affiliate, or may delegate certain obligations to Subcontractors as noted, provided that any such assignment will not reduce any guarantees provided to you and we will provide you notice of any full assignment of the contract. Subject to the foregoing, these Terms will bind and benefit the parties and their respective successors and permitted assigns.
• No Agency: Nothing in these Terms is intended to or shall create a partnership, agency, joint venture, or employment relationship between you and us. We are independent contractors. Neither party has authority to bind the other in any way (e.g., you cannot commit us to any contract with a third party, and we cannot do so for you) unless expressly agreed in writing.
• No Third-Party Beneficiaries: These Terms are for the benefit of you and StartupCraft and not for any other person or entity. No other party shall have any rights under these Terms (except parties indemnified under the Indemnification clause, to the extent of their indemnity).
• Notices: Official notices under these Terms should be given in writing. We will send notices to you at the contact email or postal address you have provided to us, and you should send notices to us at our registered business address or our official contact email (see Contact Information below). Notices will be deemed received: (a) if by hand delivery, upon receipt; (b) if by registered mail or courier, upon written acknowledgment of receipt; or (c) if by email, when the email is sent, provided no bounce or error message is received (but if sent outside of business hours, then on the next business day).
• Force Majeure: Neither party will be liable for any delay or failure to perform its obligations (excluding payment obligations) if such delay or failure is due to an event beyond its reasonable control, such as natural disasters, acts of government, war, civil unrest, strikes or labor disputes, Internet or utility failures, or epidemic/pandemic events (“Force Majeure”). The affected party should notify the other as soon as practicable and make reasonable efforts to resume performance. If a Force Majeure event continues for an extended period (e.g., more than 30 days), either party may have the right to terminate the affected Services by notice in writing. These general provisions ensure a common understanding of how the contract works and are intended to cover situations that might otherwise be overlooked. They help safeguard both parties’ interests in various scenarios.

Contact Information

If you have any questions, concerns, or require further information about these Terms or our Services, please feel free to contact us:

Synchronos Pty Ltd (StartupCraft)

Email: info@startupcraft.io Business Address: suite 302, 13/15 Wentworth ave, Sydney, NSW 2000

Effective Date: These Terms are effective as of the “Last updated” date stated above and remain in effect until updated or terminated by us.

Thank you for reading our Terms and Conditions. We value transparency and fairness in our business relationships. By ensuring both parties understand their rights and obligations, we aim to foster a strong, collaborative partnership with our clients. We look forward to working with you under these terms and providing excellent software development services to help you achieve your goals.