Terms of Service

1. Parties

These terms govern the relationship between Preventionlabs (ABN 78 714 407 674) ("we", "us") and the client ("you") engaging our project assessment and resurrection services. Preventionlabs is located in Western Australia.

2. Services

We provide the following services:

• The Assessment – Free: A review of your software project. We examine the codebase and any live deployment you designate, and send you a written diagnosis: what is broken, what is missing, what it would take to bring the project back, and whether we will take it on. No charge. No obligation.
• The Resurrection – $10,000 AUD: We get your project live: running, protected to MVP level, and on scalable infrastructure, as defined in a written Scope of Work. Then we hand it back to you. Flat rate per project, for projects up to 50GB in total, counting code, databases, and stored files.

3. Engagement Process

The Assessment (Free):

1. You submit your project through our website or by email.
2. Where we need access to private repositories, hosting, or live systems, you provide written authorisation (Section 10) and the access needed.
3. We review the project and send you a written diagnosis.
4. If we cannot bring the project back, or it is over 50GB in total, we tell you. You owe nothing.
5. The diagnosis is yours to keep whether you engage us further or not.

The Resurrection ($10,000 AUD):

1. If we offer to take the project on, we send you a Scope of Work describing what will be delivered and the expected timeline.
2. You accept the Scope of Work in writing and pay the deposit (Section 4).
3. We deliver the Scope of Work: the project running, protected to MVP level, and on scalable infrastructure.
4. We walk you through every item in the Scope of Work. On payment of the balance, we complete handover (Section 6).

4. Payment

The Assessment is provided at no cost. No payment is required.

The Resurrection is a flat $10,000 AUD per project, payable in two parts by direct bank transfer:

• Deposit – $5,000 AUD: due when you accept the Scope of Work. Work begins when the deposit clears.
• Balance – $5,000 AUD: due when the app is ready for your review. Handover is completed when the balance clears.

No hourly billing. No hidden fees. Work outside the agreed Scope of Work is only performed if you first approve a separate written quote.

Third-party costs are not included and are paid by you directly, in your own accounts. These include hosting, domain names, payment processing fees, paid APIs, app store fees, and software licences.

Preventionlabs is not currently registered for GST, and no GST is included in the $10,000 fee. Registration is required once our current or projected GST turnover reaches $75,000 (sections 23-5 and 188-10 of the A New Tax System (Goods and Services Tax) Act 1999, and section 23-15.01 of the A New Tax System (Goods and Services Tax) Regulations 2019). From the date we are registered, or required to be registered, GST will be added to the fee and clearly stated on all invoices. Engagements accepted before that date will not have GST added.

5. Scope of Work

Every Resurrection is defined by a written Scope of Work, agreed before any paid work begins. Its purpose is to get your project live, and it delivers three things, each defined by a checklist in the Scope of Work:

• The app is running: it builds and starts on maintained dependencies, is deployed in your own hosting account, and the user flows listed in the Scope of Work work end to end.
• Well protected for MVP level: authentication, access control, data exposure, injection, existing payment flows, rate limiting, HTTPS, and dependency vulnerabilities, as listed in the Scope of Work.
• Infrastructure is scalable: capacity can be increased through configuration, without changes to the app's code.

These are followed by handover as described in Section 6. The checklists in the Scope of Work are the definition of done for your project. Where the Scope of Work and these terms differ, the Scope of Work governs what is delivered and these terms govern everything else.

6. Handover

At handover you receive:

• All code, in a repository you own or control
• Control of every account we set up for the project
• Plain-language documentation covering how the project fits together and how to run, deploy, and scale it

At handover we remove our own access to your systems. We recommend you rotate any passwords, API keys, or other credentials you shared with us during the engagement.

7. After Handover

For 14 days after handover, we will fix at no charge any defect in the work described in the Scope of Work that you report to us in writing. This is in addition to your rights under the Australian Consumer Law (Section 16).

After that period, maintenance, support, and new features are not included, but can be quoted separately.

8. Refunds and Cancellation

• The Assessment is free. No refund applies.
• If we cannot deliver the Scope of Work, we will tell you and refund everything you have paid us for the Resurrection.
• If you cancel after work has begun, we keep the part of the deposit that reflects work already performed and refund the rest. The work completed up to cancellation is yours.
• After handover, the work is complete and no refund applies, except as required by the Australian Consumer Law.

9. What Is Not Included

• Users, customers, revenue, or any other commercial outcome. We deliver working software. Whether it succeeds as a business depends on factors outside our control.
• New features, or finishing features the project doesn't already have
• Setting up payments, where the project doesn't already have them
• Formal penetration testing or compliance certification
• Any other work not listed in the Scope of Work
• Third-party costs (Section 4)
• Maintenance, monitoring, or support beyond the period in Section 7
• Content, marketing, app store approval, and the legal or regulatory compliance of your business
• Problems caused by changes made by you or anyone else after handover

10. Access and Authorisation

Before we access any private repository, hosting account, or live system, you must provide written authorisation confirming that you are the person responsible for, or are duly authorised by the person responsible for, those systems.

Your written authorisation grants Preventionlabs entitlement to access and modify data held in the designated computers, including by causing the display or output of such data, for the sole purpose of assessing your project and delivering the Scope of Work, as described in the authorisation and the Scope of Work. It does not extend to any third-party system not explicitly included.

This authorisation establishes Preventionlabs' entitlement to access and modify data under Part 10.7 of the Criminal Code (the Schedule to the Criminal Code Act 1995 (Cth)). Under section 476.2(1) of the Criminal Code, access to or modification of data held in a computer is unauthorised if the person causing it is not entitled to do so. You may revoke your authorisation at any time by notifying us in writing. If you do, work stops and Section 8 applies.

11. Your Responsibilities

• Provide the access, information, and decisions we reasonably need, in a timely way.
• Keep your own backups of your code and data. We work on copies where practical, but backups remain your responsibility.
• Ensure that your project, and your use of it, complies with the law.

12. Misrepresentation and Fraud

You represent and warrant that all information provided to Preventionlabs is true, accurate, and not misleading. In particular, you warrant that:

• You own the project you submit, or have the right to authorise work on it.
• You are the person responsible for, or are genuinely authorised by the person responsible for, the computer systems designated for the engagement.
• The identity, business name, ABN (if provided), and contact details you supply are your own and are accurate.
• You are not engaging Preventionlabs to access systems you do not own or control, or systems belonging to a third party without that third party's knowledge and consent.

If any information you provide is false, misleading, or fraudulent:

• We may terminate the engagement immediately without notice.
• You indemnify and hold harmless Preventionlabs, its officers, and contractors from any liability, loss, damage, cost, or expense (including legal fees) arising from or in connection with your misrepresentation, including but not limited to claims under Part 10.7 of the Criminal Code (Cth), state or territory criminal codes, or any civil action by a third party whose systems were accessed based on your false authorisation.
• You remain liable for any fees owed for work already performed.

Preventionlabs relies on your authorisation in good faith. If your authorisation is later found to be invalid due to your misrepresentation, the consequences are yours alone.

13. Responsible Handling

• We work on copies, test environments, and test data wherever practical.
• We access production systems and real user data only where the engagement requires it, and only as far as needed.
• We do not perform denial-of-service testing.
• We use AI-assisted development tools to analyse, repair, and test code. How we handle data processed by these tools is described in our Privacy Policy.

14. Confidentiality

Your code, your diagnosis, and all information about your project and systems are treated as strictly confidential. We will never publicly disclose them, or identify you as a client, without your written consent. Information is shared with service providers only as described in our Privacy Policy. This obligation survives termination of the engagement.

15. Intellectual Property

Your project remains yours. On payment in full, all rights in the code and documentation we create for your project are assigned to you.

Open-source and third-party components remain subject to their own licences. Our general tools, methodologies, and know-how remain our intellectual property.

A copy of the diagnosis and Scope of Work is retained for 7 years for legal and tax compliance purposes, unless you request earlier deletion.

16. Limitation of Liability

Subject to the consumer guarantees under the Competition and Consumer Act 2010 (Cth), Schedule 2 (Australian Consumer Law), our total liability to you for any claim arising out of or in connection with our services is limited to the amount you paid for the specific service. For The Assessment (which is free), our liability is limited to re-performing the assessment.

As these services are not of a kind ordinarily acquired for personal, domestic, or household use, our liability for a failure to comply with a consumer guarantee is limited, as permitted by section 64A(2) of the ACL, to, at our option:

• the supply of the services again; or
• the payment of the cost of having the services supplied again.

We are not liable for any indirect, incidental, special, or consequential damages, including lost profits, lost data, or business interruption, to the maximum extent permitted by law.

17. Scope of Responsibility

The Assessment is our professional opinion of the project as it stands when we review it. It is informational, and is not a commitment to deliver any particular result until a Scope of Work is agreed.

MVP-level protection addresses the issues identified at the time of the engagement, against the checklist in the Scope of Work. It is not a formal penetration test or compliance certification, does not guarantee that the system is free of all vulnerabilities, and does not cover changes made after handover.

Scalable infrastructure means capacity can be increased through configuration. It does not mean unlimited capacity at a fixed cost. Hosting and other third-party costs remain yours (Section 4).

18. Timeline

The Assessment: Turnaround depends on the size of the project. We will tell you when to expect your diagnosis.

The Resurrection: The expected timeline is set out in the Scope of Work.

We will provide reasonable progress updates and deliver within a reasonable time, consistent with our obligations under section 62 of the ACL.

19. Dispute Resolution

Any dispute arising out of or in connection with this agreement will be resolved as follows:

1. The parties will first attempt to resolve the dispute by direct negotiation in good faith.
2. If the dispute is not resolved within 14 days, either party may refer the dispute to mediation administered by the Resolution Institute in Perth, Western Australia.
3. The costs of mediation will be shared equally.
4. Nothing in this clause prevents either party from seeking urgent injunctive relief.

20. Governing Law

This agreement is governed by the laws of Western Australia. The parties submit to the exclusive jurisdiction of the courts of Western Australia and any courts entitled to hear appeals from those courts.

21. Unfair Contract Terms

These terms are intended to be fair and reasonable. An unfair term in a standard form consumer or small business contract is void (section 23(1) of the Australian Consumer Law), and the contract continues to bind the parties if it is capable of operating without that term (section 23(2)). Since 9 November 2023, proposing or relying on such a term also contravenes section 23(2A) or (2C) and attracts pecuniary penalties under section 224 of the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)).

22. Entire Agreement

These Terms of Service, together with any Scope of Work you accept, constitute the entire agreement between the parties. They supersede all prior discussions, representations, and understandings, whether written or oral, relating to the subject matter of the engagement.

23. Amendments

We may update these terms from time to time. The effective date at the top of this page indicates when the current version took effect. Changes apply to new engagements entered into after the update. For active engagements, material changes require written consent from the client.

24. Contact

For any questions about these terms:

Preventionlabs
Email: contact@preventionlabs.com.au
Location: Western Australia