Client Services Terms
Goodfield Studio — Client Services Terms
These Client Services Terms apply to each Proposal issued by Goodfield Studio that identifies or links to version 1.1. The Agreement is between Goodfield Studio and the Client identified in that Proposal.
1. Agreement and contract documents
1.1 The Agreement comprises the accepted Proposal (including its selected options and any project schedules), these Terms, each accepted Variation, and any schedule the Proposal incorporates.
1.2 If documents conflict, this order applies unless a later document expressly says otherwise: an accepted Variation; the Proposal; these Terms.
1.3 A document changes the Agreement only if it identifies the change and is accepted under clause 7. Neither party may vary an existing Agreement by updating a website or portal.
1.4 Headings assist reading only. "Including" is not limiting. A due date falling on a non-Business Day moves to the next Business Day.
1.5 Nothing in the Agreement excludes, restricts or modifies a right, guarantee, remedy or liability that cannot lawfully be excluded, including under the ACL.
1.6 A Budget Estimate is indicative only, governed by its own terms, and is not capable of acceptance under clause 3.
2. Definitions
ACL — the Australian Consumer Law in Schedule 2 to the Competition and Consumer Act 2010 (Cth), as applied in South Australia.
Acceptance Criteria — the objective criteria in the Proposal used to decide whether a Deliverable materially conforms to scope.
Agreement — the contract described in clause 1.1.
Background Materials — tools, libraries, templates, methods, know-how and generic components developed or acquired independently of the Services.
Business Day — a day other than a Saturday, Sunday or public holiday in Adelaide, South Australia.
Client Data — data, records, credentials or content supplied by, or generated for, the Client in connection with the Services.
Client Materials — materials, instructions, brands, content, systems and IP supplied or made available by the Client.
Confidential Information — non-public information disclosed under the Agreement that is marked confidential or should reasonably be understood as such, including source code, security information and Client Data.
Deliverables — the outputs expressly identified as deliverables in the Proposal, including milestones.
Fees — the fees and charges in the accepted Proposal or Variation, excluding any optional item not selected.
Goodfield — Goodfield Studio, the party issuing the Proposal, identified with its contact and invoicing details on that Proposal.
IP Rights — all intellectual property rights, including copyright, patent, design, trade mark and confidential information, registered or not.
Personal Information — personal information within the meaning of applicable privacy law.
Project IP — IP Rights in bespoke Deliverables Goodfield creates specifically for the Client, excluding Background Materials, Client Materials and Third-Party Materials.
Proposal — a quote, proposal, statement of work or order issued by Goodfield, including its selected options, assumptions and exclusions.
Services — the services described in the Proposal and any accepted Variation.
Third-Party Materials — software, services or content owned or licensed by a person other than Goodfield or the Client, including open-source software.
Third-Party Service — a hosted service the Services depend on that is provided by a person other than Goodfield or the Client.
Variation — a written change to scope, Deliverables, Fees, assumptions or timing accepted under clause 7.
Warranty Period — 30 calendar days from acceptance of the relevant Deliverable, unless the Proposal states longer.
3. Formation and electronic acceptance
3.1 The Client accepts a Proposal by signing it, clicking an affirmative acceptance control after being given access to the Proposal and these Terms, or otherwise giving unambiguous written acceptance. Starting work does not bind the Client unless the Client has asked Goodfield in writing to start before formal acceptance.
3.2 Each acceptance record identifies the Proposal, selected options, price, terms version, accepting person, Client organisation, date and time, and the copy available at acceptance. Goodfield provides a downloadable copy on request.
3.3 Goodfield executes the Agreement, including any assignment under clause 12, through its authorised representative issuing the Proposal and retaining the acceptance record against it.
3.4 Each party consents to electronic communications and execution where the law permits it. An electronic signature must identify the signer, indicate their intention, and be as reliable as the purpose requires.
4. Goodfield's responsibilities
4.1 Goodfield must perform the Services with due care and skill, using appropriately skilled personnel, materially in accordance with the Agreement and the law.
4.2 Only items in the accepted scope and selected options form part of the Services. Examples, concepts and estimates are not Deliverables unless the Proposal expressly includes them.
4.3 Goodfield must promptly flag a material feasibility, security, compliance, cost or timing issue and recommend a response. It may take the minimum action reasonably necessary — including suspending affected Services — to prevent material harm or unlawful conduct, or to comply with law, notifying the Client as soon as practicable; any further work still requires a Variation.
4.4 Goodfield may use suitably qualified subcontractors but remains responsible for their performance, including their confidentiality, privacy, security and IP obligations.
5. Client responsibilities
5.1 The Client must provide the information, access, test data, decisions, feedback and personnel identified as Client dependencies, within the stated timeframes.
5.2 The Client warrants that Client Materials and instructions are accurate in all material respects and that it holds the rights needed for Goodfield to use them.
5.3 The Client must nominate a representative authorised to make day-to-day decisions; Goodfield may rely on that representative unless told otherwise in writing.
5.4 Where practicable, production accounts, domains and credentials must be created in or transferred to the Client's control, using reasonable security practices.
5.5 Unless included in the Services, the Client is responsible for its business decisions, end-user notices and consents, privacy policy, and lawful use of the Deliverables.
5.6 If a Client dependency is late or materially incorrect, Goodfield is entitled to a proportionate extension. Additional fees require an accepted Variation, except approved non-cancellable third-party charges.
6. Fees, GST and payment
6.1 Fees are in Australian dollars. An optional item is included only if the Client selects it. Any booking or deposit fee is disclosed in the Proposal and included in the upfront price.
6.2 The Proposal states whether Fees include GST. A GST-registered Goodfield charges GST in addition to GST-exclusive Fees on a valid tax invoice; an unregistered Goodfield does not charge GST.
6.3 A deposit is credited against Fees. If the Agreement ends before completion, Goodfield may retain only the amount reasonably attributable to work performed, project commencement, capacity genuinely reserved, and approved non-cancellable commitments — not a penalty.
6.4 Unless the Proposal states otherwise, invoices are due 7 calendar days after issue, with reasonable detail of what's invoiced.
6.5 The Client must raise a genuine invoice dispute within 5 Business Days and pay the undisputed amount on time; the parties work in good faith to resolve the rest.
6.6 Travel, licences, hosting and other expenses are payable only if included in the Proposal or approved in writing in advance.
6.7 Goodfield may suspend affected Services for an undisputed overdue amount after at least 5 Business Days' written notice and a reasonable opportunity to cure, resuming promptly on payment.
7. Variations
7.1 Either party may propose a Variation. It must be in writing, including through the portal or email, and state the change and its effect on Fees, timing and Acceptance Criteria.
7.2 A Variation takes effect only when both parties accept it. Neither party need start, or pay for, unapproved changed work.
7.3 A Variation is governed by the terms version of the Proposal it varies, unless it states otherwise.
8. Timing, dependencies and force majeure
8.1 Dates in a Proposal are targets unless expressly fixed. Goodfield must use reasonable efforts to meet them and flag material risks or delays.
8.2 A party affected by delay caused by the other party, a Third-Party Service, or an event beyond its control must notify the other party and take reasonable steps to mitigate; any extension is proportionate to the actual effect.
8.3 Neither party is liable for delay caused by an event beyond its reasonable control, excluding lack of funds — though this does not excuse accrued payment or confidentiality obligations.
8.4 If such an event prevents a material part of the Services for 30 consecutive days, either party may terminate the affected Services on notice, with clause 19 governing reconciliation.
8.5 Where Services include app-store submission, Goodfield handles agreed preparation and submission only; platform approval and continued listing are not guaranteed.
9. Third-Party Services, open source and project data
9.1 The Proposal identifies material Third-Party Services the Deliverables depend on, who contracts with each provider, and material recurring fees. A Project Data & AI Schedule may be attached for a project that also involves Personal Information, confidential data or AI features.
9.2 Where practicable, the Client holds production subscriptions directly. If Goodfield contracts with a provider for the Client, it discloses the arrangement and adds no undisclosed margin.
9.3 Third-Party Materials remain subject to their own licences. Goodfield uses reasonable care selecting and integrating them but is not responsible for a provider's outage or policy change beyond its control, and must notify the Client of a material issue.
9.4 Goodfield discloses material open-source licences that impose source-disclosure, attribution or copyleft obligations, and will not knowingly use a component that conflicts with the Client's agreed commercial use.
10. Delivery and acceptance
10.1 Goodfield must notify the Client when a Deliverable is ready for acceptance and provide the access and instructions reasonably needed to assess it.
10.2 The Client has 5 Business Days after delivery, or a longer stated period, to test the Deliverable against the Acceptance Criteria and either accept it or give written notice of each material non-conformity.
10.3 If validly rejected, Goodfield must correct the material non-conformity within a reasonable time at no extra fee and resubmit; acceptance then repeats for the corrected parts.
10.4 A minor defect that does not materially impair agreed use does not justify rejection, but Goodfield must correct it within a reasonable time under clause 11.
10.5 If the Client neither accepts nor validly rejects in time, Goodfield sends a reminder allowing 3 further Business Days; the Deliverable is then accepted, or earlier if the Client puts it into productive use.
10.6 Acceptance does not waive the Warranty Period, a latent defect testing could not reasonably have found, fraud, or a non-excludable right.
10.7 Milestones are accepted separately unless the Proposal ties final acceptance to integrated end-to-end testing.
11. Warranty and support
11.1 During the Warranty Period, Goodfield must investigate a reproducible report that a Deliverable materially fails to conform and, where the failure is Goodfield's responsibility, correct it at no extra fee.
11.2 This warranty does not cover a problem caused by Client Materials, unauthorised changes, misuse, unsupported software, or a Third-Party Service outside Goodfield's control.
11.3 Ongoing maintenance and support after the Warranty Period apply only if the Proposal, a Variation or a support plan says so.
11.4 This warranty is additional to, and does not limit, any consumer guarantee that cannot lawfully be excluded.
12. Intellectual property and handover
12.1 The Client retains ownership of Client Materials and grants Goodfield a licence to use them only as reasonably necessary to perform the Services.
12.2 Goodfield and its licensors retain ownership of Background Materials. Nothing transfers ownership of Third-Party Materials.
12.3 Subject to full payment of the Fees payable under the Proposal in which the relevant Deliverable was created, Goodfield assigns to the Client all Project IP in that Deliverable, including future copyright when it arises. Where the Proposal states payment milestones as a percentage of the total Fees rather than an amount for each Deliverable, "full payment" means full payment of that total. The assignment is in writing and signed by or on behalf of Goodfield through the execution described in clause 3.3.
12.4 Before full payment, Goodfield grants the Client a revocable, non-transferable licence to use the Deliverable solely for testing and acceptance.
12.5 To the extent Background Materials are embedded in a paid Deliverable, Goodfield grants the Client a perpetual, irrevocable, royalty-free licence — transferable with the Deliverable and sublicensable to the Client's personnel, hosts and support contractors — to use them for that purpose.
12.6 Third-Party Materials remain licensed under their own terms; Goodfield provides required notices and attribution at handover.
12.7 Goodfield must obtain the assignments and moral-rights consents from its personnel and subcontractors needed to give effect to this clause.
12.8 For bespoke software, handover comprises only the items expressly included in the Proposal — which may include source code, a repository transfer, deployment instructions and Client-controlled credentials — excluding secrets belonging to Goodfield or another client.
12.9 Each party must sign further documents reasonably needed to give effect to this clause, at the requesting party's cost unless the other party's non-compliance made it necessary.
12.10 Goodfield may name the Client or display the work in a portfolio, award entry or case study only with the Client's prior written consent.
13. Confidentiality
13.1 Each recipient must use the other party's Confidential Information only for the Agreement, protect it with reasonable care, and disclose it only to personnel, advisers and subcontractors who need it and are bound by equivalent obligations.
13.2 Confidential Information excludes information the recipient can show was already known, becomes public without breach, is received lawfully from a third party without restriction, or is independently developed without using the discloser's information.
13.3 A recipient may disclose Confidential Information when required by law, giving prompt notice where practicable and disclosing only what is required.
13.4 On request or termination, the recipient must return or securely delete Confidential Information it no longer needs, subject to law, backups and evidence needed to defend legal rights.
13.5 These obligations continue for 5 years after disclosure, except trade secrets, credentials, source code and Personal Information, which remain protected for as long as they retain that character.
14. Privacy, security and Client Data
14.1 Each party must comply with privacy, data-protection and security laws that apply to it. A small-business exemption, where it applies, does not remove the obligations in this clause.
14.2 Goodfield may handle Client Data only to perform and support the Services and meet legal obligations, and must not sell it or use it for unrelated advertising or model training.
14.3 Goodfield must maintain reasonable technical and organisational safeguards proportionate to the Services and data involved, including access control, secure credential handling and supported, updated components.
14.4 Goodfield must notify the Client without undue delay after becoming aware of a confirmed or reasonably suspected incident materially affecting Client Data, with the details then available.
14.5 At completion or termination, Goodfield must return or make available Client Data in the agreed format and securely delete remaining copies within 30 days, unless law requires longer retention.
14.6 The Client must not provide sensitive information, health information, government identifiers, payment-card data or children's data unless the Proposal or a schedule expressly authorises it with suitable controls.
15. Artificial intelligence
15.1 Goodfield must not knowingly submit Client Data or Confidential Information to a general-purpose AI provider for that provider's model training without the Client's specific written approval.
15.2 Goodfield must apply reasonable human review and testing to material AI-assisted work before delivery.
16. Warranties and lawful conduct
16.1 Each party warrants it has authority to enter into and perform the Agreement, and that its instructions and intended use are lawful.
16.2 Goodfield warrants it will perform as clause 4.1 requires and, to its knowledge, holds the rights to provide the licences and assignment in clause 12.
16.3 Beyond express promises in the Agreement and non-excludable rights, neither party gives an implied warranty. Goodfield does not promise uninterrupted or error-free software, that every vulnerability will be identified, that a third-party platform will approve a Deliverable, or a particular business outcome.
17. Third-party IP claims
17.1 To Goodfield's knowledge, paid Project IP it creates does not infringe another person's Australian IP Rights.
17.2 If a claim is made or reasonably likely, Goodfield may at its cost obtain continued rights, modify or replace the affected item without materially reducing functionality, or refund a fair proportion of the Fees paid for it — this is the Client's remedy under this clause.
17.3 Goodfield is not responsible under this clause where a claim results from Client Materials, an unauthorised change, or a combination Goodfield did not supply or approve.
17.4 A party seeking protection under this clause must promptly notify the other and cooperate reasonably at its own cost.
18. Liability and consumer rights
18.1 Nothing in the Agreement limits liability for breach of a consumer guarantee or another liability that cannot lawfully be limited.
18.2 Where the ACL permits it and it is fair and reasonable, liability for a consumer-guarantee failure on Services not ordinarily bought for personal use is limited, at Goodfield's option, to re-supplying the Services or paying the reasonable cost of doing so.
18.3 Subject to clauses 18.1, 18.2 and 18.4, each party's total liability arising out of or connected with an Agreement — including for a breach of clause 13, 14 or 15, and liability under clause 17 — is limited to the Fees paid or payable under the affected Proposal.
18.4 No cap applies to fraud, wilful misconduct, death or personal injury caused by negligence, the Client's obligation to pay valid Fees, or a liability that cannot lawfully be capped.
18.5 Neither party is liable for indirect or consequential loss, including lost profit, revenue or goodwill to the extent those losses are indirect or consequential, except amounts payable under clause 17, or reasonable direct costs of restoring Client Data or responding to a breach.
18.6 Each party must take reasonable steps to mitigate loss; liability reduces to the extent the other party caused or contributed to it. These limits apply across contract, tort and statute, to the extent the law allows.
19. Suspension and termination
19.1 Either party may terminate for a material breach not remedied within 10 Business Days of written notice, or immediately if the breach cannot be remedied.
19.2 Either party may terminate immediately if the other becomes insolvent or ceases business, subject to any restriction under insolvency law.
19.3 The Client may terminate for convenience on 10 Business Days' notice, paying for conforming work performed and approved non-cancellable commitments, but not profit on unperformed Services or a cancellation penalty.
19.4 Goodfield may terminate if continued performance would be unlawful, or under clause 8.4 for prolonged force majeure. Goodfield has no other general right to terminate for convenience.
19.5 On termination, Goodfield must invoice a fair reconciliation and refund prepaid Fees for Services not performed, after deducting amounts properly payable for work reasonably performed, approved non-cancellable commitments, and any agreed handover costs.
19.6 Subject to payment of the final undisputed amount, Goodfield must promptly deliver completed and paid work, work in progress, Client Materials, Client Data and reasonable handover information.
19.7 Termination does not affect accrued rights. Clauses concerning payment, IP, confidentiality, privacy, liability, disputes and general matters survive as needed to operate.
20. Dispute resolution
20.1 A party claiming a dispute must give written notice of the issue and desired outcome. A representative of each party with settlement authority must confer in good faith within 10 Business Days.
20.2 If unresolved, either party may ask the South Australian Small Business Commissioner to facilitate resolution where the dispute is eligible.
20.3 If that does not resolve it, the parties must attempt mediation — by video conference where they and the mediator agree, otherwise in Adelaide — before court proceedings, sharing mediator costs equally unless they agree otherwise. Either party may commence proceedings if they cannot agree a mediator within 10 Business Days.
20.4 This clause does not prevent urgent injunctive relief, action to protect IP or Confidential Information, or recovery of an undisputed debt.
21. General
21.1 A notice must be in writing, sent to the notice email in the Proposal or to hello@goodfield.studio. An email sent after 5:00pm Adelaide time or on a non-Business Day is treated as received the next Business Day.
21.2 Neither party may assign the Agreement without the other's consent, not unreasonably withheld, except to a purchaser of substantially all its business who assumes the obligations.
21.3 Neither party is the other's employee, partner or agent, and neither may bind the other except as authorised. Goodfield remains responsible for its subcontractors.
21.4 The Agreement is the entire agreement on its subject matter, replacing earlier discussions, but does not exclude liability for fraud or misleading conduct.
21.5 A waiver must be in writing and applies only to the stated instance; delay in exercising a right is not a waiver.
21.6 An invalid or unenforceable provision is read down or severed, and the rest of the Agreement continues.
21.7 The Agreement may be executed electronically and in counterparts. South Australian law governs it, and each party submits to the non-exclusive jurisdiction of its courts, subject to clause 20.
Schedule — Project Data & AI Schedule
Completed for any project that handles Client Data, Personal Information, confidential data, analytics, cloud services or AI, and recorded against the relevant Proposal.
Covers: data categories; sensitive or regulated data; processing purposes; data subjects; systems and hosting; material subprocessors; material recurring fees; approval or account dependencies; overseas disclosure or access; retention; return and export format; deletion; security controls; AI feature or development use; approved AI provider or model; permitted AI inputs; provider training and retention settings; output use; human review and testing; and client privacy materials.
Responsibility checkpoint — end-user privacy notice and consent: Client, unless expressly included in the Services. Lawful purpose and data minimisation decisions: Client, with Goodfield's technical input within scope. Secure implementation and secret handling: Goodfield for components within its control, Client for its own accounts and operations. Production platform and App Store accounts: Client-controlled where practicable. Security incident coordination: both parties, with Goodfield reporting under clause 14.4. AI output review: the party using the output, with project-specific responsibilities as recorded above.