Last updated: March 2026 | Effective: March 2026
These Terms of Service (“Terms”) constitute a legally binding agreement between you (whether personally or on behalf of an entity, “you” or “Client”) and Code Nexas Pty Ltd (ABN pending) (“Code Nexas”, “we”, “us”, or “our”), governing your access to and use of our websites (codenexas.com.au, ziplineos.com.au, and all associated subdomains), our software-as-a-service platform ZiplineOS, and any related products, tools, APIs, or services (collectively, the “Services”).
By accessing or using any of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Services.
To access certain features of the Services, you may be required to create an account. You agree to:
If you register on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms. You are responsible for ensuring that all Authorised Users comply with these Terms.
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for your internal business purposes during the term of your subscription or service agreement.
You agree not to, and shall not permit any Authorised User to:
The Services, including all source code, software, databases, functionality, designs, text, graphics, logos, trademarks, and other content (collectively, “Platform IP”) are owned by or licensed to Code Nexas and are protected by Australian and international copyright, trademark, patent, and other intellectual property laws. Nothing in these Terms transfers any ownership of Platform IP to you.
You retain all ownership rights in your Client Data. By using the Services, you grant us a limited, non-exclusive licence to host, store, process, and display your Client Data solely as necessary to provide the Services to you. We will not use your Client Data for any purpose other than delivering the Services, unless we have your prior written consent.
For custom software development projects, intellectual property ownership will be governed by the specific terms set out in the applicable Statement of Work or service agreement. Unless otherwise agreed in writing, upon full payment for custom development work, the Client receives full ownership of the bespoke source code and related deliverables created specifically for the Client. Pre-existing IP, frameworks, libraries, and general-purpose tools used or developed by Code Nexas remain our property.
If you provide us with feedback, suggestions, or ideas regarding the Services (“Feedback”), you grant us a perpetual, irrevocable, royalty-free licence to use, modify, and incorporate such Feedback into the Services without restriction or obligation to you.
Fees for the Services are set out in the applicable Order Form, pricing page, or service agreement. All fees are quoted in Australian Dollars (AUD) unless otherwise specified. We reserve the right to modify pricing with 30 days’ prior written notice.
Invoices are payable within 14 days of the invoice date unless otherwise agreed. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We reserve the right to suspend access to the Services for accounts with overdue balances exceeding 30 days.
All fees are exclusive of GST and other applicable taxes. You are responsible for paying all taxes associated with your use of the Services, except for taxes based on Code Nexas’s net income. Where required by law, we will add GST to invoices.
Each party agrees to:
Confidentiality obligations do not apply to information that:
Confidentiality obligations survive termination of these Terms for a period of three (3) years, except for trade secrets, which are protected indefinitely.
We use commercially reasonable efforts to maintain the availability of the Services. Specific uptime commitments, if applicable, will be set out in a separate Service Level Agreement (SLA).
We may perform scheduled maintenance that temporarily affects the availability of the Services. We will provide reasonable advance notice of planned maintenance windows. Emergency maintenance may be performed without prior notice when necessary to address security vulnerabilities or critical system issues.
Support availability and response times are determined by the applicable support plan or service agreement. Unless otherwise agreed, support is available during business hours (9:00 AM – 6:00 PM AEST, Monday to Friday).
Our collection, use, and handling of personal information is governed by our Privacy Policy, which forms part of these Terms. Additionally:
We warrant that:
Except as expressly set out in these Terms, the Services are provided “as is” and “as available”. To the maximum extent permitted by law, we disclaim all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or completely secure.
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, or any loss of profits, revenue, data, business opportunities, or goodwill, regardless of the cause of action or theory of liability, even if advised of the possibility of such damages.
To the maximum extent permitted by applicable law, each party’s total aggregate liability arising out of or in connection with these Terms shall not exceed the greater of: (a) the total fees paid or payable by the Client to Code Nexas in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) AUD $10,000.
The limitations in this Section 10 do not apply to:
Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on you by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable law that cannot be excluded, restricted, or modified by agreement.
We will defend, indemnify, and hold harmless the Client from and against any third-party claims alleging that the Services (excluding Client Data) infringe any Australian intellectual property right, and will pay any damages finally awarded or settlements approved, provided the Client: (a) promptly notifies us in writing; (b) grants us sole control of the defence and settlement; and (c) provides reasonable cooperation.
The Client will defend, indemnify, and hold harmless Code Nexas from and against any third-party claims arising from: (a) the Client’s use of the Services in violation of these Terms; (b) Client Data or the Client’s business practices; or (c) the Client’s violation of any applicable law or regulation.
These Terms are effective from the date you first access the Services and remain in effect until terminated by either party. Subscription-specific terms are governed by the applicable Order Form or service agreement.
Either party may terminate the Agreement by providing 30 days’ written notice to the other party. For subscription services, termination for convenience takes effect at the end of the then-current billing period.
Either party may terminate the Agreement immediately upon written notice if:
Upon termination:
Neither party shall be liable for any failure or delay in the performance of its obligations (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, acts of government, pandemics, cyberattacks, power outages, telecommunications failures, or industrial disputes. The affected party must provide prompt notice and use commercially reasonable efforts to mitigate the impact.
These Terms are governed by the laws of the State of New South Wales, Australia, without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts of New South Wales and any courts of appeal therefrom.
Before commencing any legal proceedings, the parties agree to attempt to resolve disputes through the following process:
You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets.
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.
No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. A waiver of any breach shall not constitute a waiver of any subsequent breach.
These Terms, together with any Order Forms, Statements of Work, Service Level Agreements, and the Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.
All notices under these Terms must be in writing and will be deemed given when delivered personally, sent by email with confirmed receipt, or sent by registered mail. Notices to Code Nexas should be sent to:
We may modify these Terms from time to time. We will provide at least 30 days’ notice of material changes by posting the updated Terms on our website and, for active subscribers, by email notification. Your continued use of the Services after the effective date of any modification constitutes acceptance of the modified Terms.
If you have questions about these Terms, please contact us: