Professional Services Terms

1. Scope of Services

1. Services will be described in a quotation, statement of work, proposal or similar document (“Statement of Work”).
2. Any timelines, milestones or delivery dates are estimates only unless expressly agreed otherwise in writing.
3. Changes to the scope of the Services may require additional fees, revised timelines or a new Statement of Work.

2. Customer Responsibilities

1. You shall provide all reasonable cooperation, access, information and decisions required for Us to perform the Services.
2. Delays caused by You, third party providers or external dependencies may result in revised timelines and additional charges.
3. You remain solely responsible for reviewing and validating all financial, accounting, invoice, workflow and payment data generated or processed using the Services prior to operational use.

3. Customer Information and Dependencies

1. You shall provide all information, access, credentials, approvals, materials and third party cooperation reasonably required for Us to perform the Services.
2. We shall be entitled to rely on the accuracy and completeness of information and materials provided by You or on Your behalf.
3. We shall not be responsible for delays, defects or additional work arising from:
   1. incomplete, inaccurate or outdated information supplied by You;
   2. delays in approvals, decisions or responses from You;
   3. changes to requirements after work has commenced; or
   4. failures, restrictions or changes relating to third party systems, APIs or platforms.
4. Where delays or additional work arise due to matters outside Our reasonable control, We may:
   1. revise timelines and delivery dates;
   2. reprioritise work;
   3. charge additional Fees for additional time or work required; and/or
   4. pause the Services until the relevant dependency or issue is resolved.

4. Third Party Services and Technical Limitations

1. The Services may involve integrations with or dependencies upon third party systems, APIs, infrastructure or platforms.
2. You acknowledge that third party systems, APIs and platforms may contain undocumented behaviour, technical limitations, availability restrictions or other factors outside Our control.
3. We are not responsible for the availability, functionality, security, performance or continued compatibility of third party services.
4. While We will use reasonable care and skill in performing the Services, We do not guarantee that all requested functionality, integrations, automations or technical objectives will be achievable.

5. If We reasonably determine that:

   1. a requested feature, integration or outcome is not technically feasible;
   2. implementation would require disproportionate effort or cost;
   3. third party limitations prevent completion; or
   4. continued development would create security, stability or compliance concerns,

   We may:

   1. propose an alternative approach or workaround;
   2. revise the scope, timelines or Fees; or
   3. suspend or terminate the affected Services upon written notice.
6. Changes made by third party providers may require modification, suspension or discontinuation of functionality and shall not constitute a breach of these terms.
7. You shall remain responsible for all Fees and expenses incurred for Services performed up to the date of any suspension, scope revision or termination under this clause.

5. Intellectual Property

1. Unless otherwise agreed in writing, all Intellectual Property Rights in any code, integrations, workflows, scripts, automations, templates, deliverables, Custom Features and related materials created or developed by Us in connection with the Services shall remain vested in Weave + Blend Limited.
2. Subject to payment of all applicable Fees, You are granted a non-exclusive, non-transferable licence to use the deliverables produced under the applicable Statement of Work for Your internal business purposes.
3. We may reuse, modify, commercialise, incorporate or otherwise use any knowledge, techniques, concepts, code or functionality developed during the provision of the Services.

6. Acceptance

1. Upon completion of the applicable Services or deliverables, We may notify You that the Services are ready for review, testing or production use.
2. You shall review the Services promptly and notify Us of any material non-conformity with the agreed scope within 10 business days of such notice.
3. The Services shall be deemed accepted upon the earliest of:
   1. written confirmation of acceptance by You;
   2. use of the Services or deliverables in a production or live environment;
   3. expiry of the 10 business day review period without notification of any material non-conformity; or
   4. payment of the applicable invoice relating to the Services.
4. Following acceptance, any further changes, enhancements, revisions or additional requirements requested by You shall be treated as a new scope of work and may be subject to additional fees and revised timelines.
5. Minor defects, cosmetic issues or non-material items shall not prevent acceptance.

7. Fees and Payment

1. Fees shall be as set out in the applicable Statement of Work.
2. Unless otherwise agreed in writing, invoices are payable within 14 days of invoice date.
3. We may suspend work or withhold release to production where invoices remain unpaid.

8. Warranties

1. We warrant that the Services will be performed with reasonable care and skill.
2. Except as expressly stated in these terms, the Services are provided “as is” and all other warranties are excluded to the fullest extent permitted by law.
3. We do not warrant that the Services will be uninterrupted, error-free or compatible with all third party systems.
4. Unless otherwise expressly stated in the applicable Statement of Work, We do not warrant or guarantee the ongoing operation, support, maintenance, compatibility, availability or continued functionality of any deliverables, integrations, automations, scripts, Custom Features or other functionality following initial delivery, acceptance or release into production.
5. Ongoing support, maintenance, troubleshooting, updates, compatibility changes or modifications shall only be provided where expressly included in the applicable Statement of Work or a separate written support or maintenance arrangement.

9. Liability

1. Nothing in these terms limits or excludes liability which cannot lawfully be excluded.
2. Subject to clause 9.1, We shall not be liable for:
   1. loss of profit, revenue, business or opportunity;
   2. loss or corruption of data;
   3. indirect or consequential loss; or
   4. issues arising from third party systems, integrations or APIs.
3. Subject to clause 9.1, Our total aggregate liability arising out of or in connection with the Services shall not exceed the total Fees paid by You under the applicable Statement of Work in the 12 months preceding the event giving rise to the claim.

10. Confidentiality

1. Each party shall keep confidential any confidential information disclosed by the other party in connection with the Services and shall not disclose such information except where required by law or with the other party’s consent.

11. Termination

1. Either party may terminate a Statement of Work for material breach if such breach is not remedied within 14 days of written notice.
2. Upon termination, You shall pay for all Services performed up to the termination date.

12. General

1. These Professional Services Terms may be incorporated into a Statement of Work or quotation by reference.
2. Where the Services relate to the Invoice Stack platform, the Invoice Stack Terms and Conditions shall also apply.
3. In the event of conflict, the applicable Statement of Work shall prevail over these Professional Services Terms solely to the extent of the conflict.
4. Unless expressly stated otherwise, all estimates relating to effort, timing or outcomes are provided in good faith but are not guaranteed.