Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") govern your access to and use of the website located at goannaai.com and any related services provided by GoannaAI ("GoannaAI", "we", "us", or "our").

By accessing our website or engaging our services, you ("you" or "Client") agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree to these Terms, you must immediately cease using our website and services.

These Terms are governed by the laws of the State of Victoria, Australia, and the applicable laws of the Commonwealth of Australia, including but not limited to the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law in Schedule 2) and the Electronic Transactions Act 1999 (Cth).

2. Our Services

GoannaAI provides AI-powered software development and digital services, including but not limited to:

• Web Development — design, development, and deployment of websites and web applications;
• Mobile App Development — iOS and Android application development;
• Cloud Hosting and Infrastructure — managed hosting, server configuration, and cloud services;
• AI Automation — AI-powered workflow automation, integration, and custom AI solutions.

The specific scope, deliverables, timeline, and pricing for any engagement will be set out in a separate Statement of Work ("SOW") or service agreement agreed in writing between the parties. In the event of conflict between these Terms and an SOW, the SOW shall prevail to the extent of the inconsistency.

3. Use of Our Website

3.1 Permitted Use

You may access and use our website for lawful purposes only. You agree not to use our website:

• In any way that violates any applicable federal, state, or local law or regulation in Australia or your jurisdiction;
• To transmit any unsolicited or unauthorised advertising, promotional material, or spam in contravention of the Spam Act 2003 (Cth);
• To attempt to gain unauthorised access to any part of our systems, networks, or data;
• To engage in any conduct that restricts or inhibits anyone's use of the website, or that could damage or overburden our infrastructure;
• To introduce viruses, malware, or other harmful code.

3.2 Account Access — Client Portal

Access to our client portal requires registration. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must notify us immediately at hello@goannaai.com if you suspect any unauthorised use of your account.

4. Intellectual Property

4.1 Our Intellectual Property

All content on our website — including text, graphics, logos, images, software, and other material — is owned by or licensed to GoannaAI and is protected under the Copyright Act 1968 (Cth) and other applicable intellectual property laws. You must not reproduce, distribute, modify, or create derivative works without our prior written consent.

4.2 Client Deliverables

Unless otherwise agreed in a signed SOW or service agreement, upon receipt of full payment for a project:

• Client-specific deliverables — custom code, designs, and assets created exclusively for you will be assigned to you upon full payment;
• Pre-existing and general materials — any pre-existing tools, frameworks, libraries, third-party components, or general-purpose code used in your project remain the property of GoannaAI or their respective owners and are licensed (not assigned) to you on a non-exclusive basis;
• Portfolio rights — we retain the right to display completed work in our portfolio and for promotional purposes unless you request otherwise in writing.

4.3 Your Content

You retain ownership of all content, data, and materials you provide to us ("Client Content"). You grant us a limited, non-exclusive licence to use Client Content solely for the purpose of delivering the agreed services.

5. Payment Terms

Unless otherwise specified in your SOW, the following payment terms apply:

• Invoices are issued in Australian Dollars (AUD) and include GST where applicable under the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
• Payment is due within 14 days of invoice date;
• Late payments may incur interest at the rate prescribed under the Penalty Interest Rates Act 1983 (Vic) from the due date;
• We reserve the right to suspend services where payment is materially overdue after reasonable notice.

6. Confidentiality

Each party agrees to keep confidential any non-public information received from the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information").

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of these Terms; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law or regulatory authority.

7. Australian Consumer Law Guarantees

Nothing in these Terms excludes, restricts, or modifies any guarantee, right, or remedy that cannot be excluded under the Australian Consumer Law (ACL) or any other applicable law. Under the ACL, consumers are entitled to guarantees including that services will be rendered with due care and skill.

To the extent permitted by law, where a remedy is available under these Terms and the ACL, we may choose to re-supply the service or refund the cost of re-supplying the service.

8. Disclaimer of Warranties

To the maximum extent permitted by law, and subject to Section 7 (Australian Consumer Law Guarantees), our website and services are provided "as is" and "as available" without warranties of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant that our website will be uninterrupted, error-free, or free from viruses or harmful components. We do not warrant that any AI-generated outputs will be accurate, complete, or suitable for any particular purpose. You are responsible for verifying the accuracy and appropriateness of any AI outputs before relying on them.

9. Limitation of Liability

To the maximum extent permitted by law, and subject to Section 7 (Australian Consumer Law Guarantees):

• GoannaAI's total aggregate liability to you for any claims arising under or in connection with these Terms or our services shall not exceed the total fees paid by you to GoannaAI in the 3 months preceding the event giving rise to the claim;
• GoannaAI shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, or loss of business opportunity, even if advised of the possibility of such damages.

Nothing in these Terms limits liability for fraud, gross negligence, wilful misconduct, or any liability that cannot be limited by law.

10. Indemnification

You agree to indemnify and hold harmless GoannaAI, its directors, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of our website or services;
• Your violation of these Terms;
• Your infringement of any third-party right, including intellectual property or privacy rights;
• Any Client Content you provide that causes harm to a third party.

11. Third-Party Links and Services

Our website may contain links to third-party websites or services. These links are provided for convenience only. We do not endorse, control, or take responsibility for the content, privacy practices, or availability of those websites. You access third-party sites at your own risk.

Our services may integrate with or rely upon third-party platforms (e.g., Microsoft Azure, cloud providers, AI APIs). Their terms and conditions apply in addition to these Terms where relevant.

12. Termination

Either party may terminate a service engagement upon the notice period specified in the applicable SOW. In the absence of such specification, 14 days' written notice is required.

We may immediately suspend or terminate your access to our website or services if you materially breach these Terms and fail to remedy that breach within 7 days of written notice.

Upon termination, all licences granted to you under these Terms cease immediately. Sections relating to intellectual property, confidentiality, limitation of liability, indemnification, and governing law survive termination.

13. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia.

Before commencing litigation, the parties agree to attempt to resolve any dispute in good faith through negotiation. If the dispute cannot be resolved within 30 days, either party may refer the matter to a mediator agreed upon by both parties, or if no agreement is reached, a mediator appointed by the Resolution Institute.

14. General Provisions

• Entire agreement: These Terms (together with any applicable SOW and our Privacy Policy) constitute the entire agreement between you and GoannaAI and supersede all prior negotiations, representations, or agreements.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.
• Waiver: Failure to enforce any provision of these Terms shall not constitute a waiver of that provision.
• Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights to a successor or affiliate.
• Force majeure: Neither party shall be liable for delays or failures in performance caused by circumstances beyond their reasonable control, including natural disasters, government actions, or infrastructure outages.

15. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will update the "Last updated" date at the top of this page. Your continued use of our website or services after any changes constitutes your acceptance of the updated Terms.

Where changes materially affect your rights under an existing service agreement, we will provide reasonable advance notice.

16. Contact Us

If you have any questions about these Terms, please contact us: