Legal

Terms & Conditions

Last updated: February 1, 2025

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("you", "your", or "Client") and HMCoders ("we", "us", "our", or "Company") governing your use of our website hmcoders.com and any services we provide. By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our website or services. These Terms apply to all visitors, users, and clients without exception. We reserve the right to update these Terms at any time, and continued use of our services after changes constitutes acceptance of the updated Terms. We will notify clients of material changes via email at least 30 days before they take effect.

2. Services We Provide

HMCoders provides software development, design, cloud infrastructure, and related consulting services. The specific scope of services for any engagement will be defined in a separate Statement of Work (SOW), proposal, or service agreement signed by both parties. In the event of any conflict between these Terms and a signed SOW, the SOW shall prevail with respect to the specific engagement. We reserve the right to refuse or cancel services at our discretion, particularly in cases involving illegal, unethical, or harmful projects, or when a client is in material breach of these Terms or any applicable agreement. All services are subject to availability of our team and resources.

3. Intellectual Property

Upon full payment of all fees due under any engagement, all intellectual property rights in the work product created specifically for the Client ("Work Product") shall transfer to the Client, excluding any pre-existing materials, third-party libraries, or our proprietary tools and frameworks. We retain ownership of all pre-existing intellectual property, including our internal libraries, frameworks, methodologies, and tools developed prior to or independently of the engagement. We may use these pre-existing materials in performing services for other clients. We also retain a perpetual, royalty-free license to use the Work Product for our portfolio, case studies, and marketing materials, unless explicitly agreed otherwise in writing. The Client warrants that any materials, content, or information provided to us for use in the engagement do not infringe on the intellectual property rights of any third party.

4. Payment Terms

Fees for services are as specified in the applicable SOW or proposal. Unless otherwise agreed, invoices are issued monthly in advance and are due within 15 days of the invoice date (NET-15). Late payments may incur interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend services for accounts more than 15 days past due. All fees are exclusive of taxes, which are the responsibility of the Client where applicable. For fixed-price projects, a deposit of 30% is typically required before work begins, with the balance due according to milestones defined in the SOW. Refunds, if any, are at our sole discretion and will be prorated based on work completed. Third-party costs (hosting, licenses, APIs) are billed at cost plus a 10% administrative fee unless otherwise agreed.

5. Confidentiality

Both parties agree to keep confidential any non-public information disclosed by the other party, including business strategies, technical information, customer data, and pricing. This obligation survives termination of any engagement and continues for a period of 5 years thereafter. We will protect Client confidential information with the same degree of care we use to protect our own, but no less than a reasonable standard. We will not be liable for disclosure of information that was already public, independently developed, rightfully received from a third party, or required to be disclosed by law or court order. Upon request, we will return or destroy confidential information at the end of an engagement, subject to retention required for legal compliance or our standard backup procedures.

6. Warranties and Disclaimers

We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. If any deliverable contains material defects in workmanship within 30 days of delivery, we will, at our option, repair or replace the defective work at no additional cost. This warranty does not cover defects caused by Client modifications, third-party software, or use of the deliverable in a manner inconsistent with our recommendations. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WE DO NOT WARRANT THAT ANY SOFTWARE WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION.

7. Limitation of Liability

To the maximum extent permitted by law, in no event shall HMCoders be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from your access to or use of our services. Our total aggregate liability for any claim arising out of or relating to these Terms or any engagement shall not exceed the total fees paid by the Client to us in the 3 months preceding the event giving rise to the claim. This limitation of liability shall apply regardless of the theory of liability and shall survive termination of any engagement. The parties acknowledge that the limitations set forth in this section are an essential basis of the bargain and reflect a fair allocation of risk.

8. Termination

Either party may terminate an engagement with 30 days written notice. We may terminate immediately for cause, including non-payment, material breach of these Terms or any SOW, or unlawful use of our services. Upon termination, the Client shall pay for all services performed and expenses incurred up to the effective date of termination. Termination does not affect any rights or obligations that accrued prior to termination, including intellectual property and confidentiality obligations. Any provisions that by their nature should survive termination shall survive, including but not limited to intellectual property, confidentiality, warranty, and limitation of liability sections.

9. Governing Law and Disputes

These Terms shall be governed by and construed in accordance with the laws of New South Wales, Australia, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms or any engagement shall first be attempted to be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within 30 days, it shall be submitted to mediation in Sydney, Australia, under the rules of the Resolution Institute. If mediation fails, the dispute shall be finally resolved by arbitration in Sydney, Australia, in accordance with the Commercial Arbitration Act 2010 (NSW). The language of any proceeding shall be English. Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

10. Contact Information

If you have any questions about these Terms, please contact us: Email: legal@hmcoders.com, Phone: +44 7716 727850, Postal address: 383-395 Kent Street, Sydney, NSW 2000, Australia. Any notices required to be given under these Terms shall be in writing and sent to the addresses specified in the applicable SOW or to the addresses listed above. Notices are deemed received when delivered personally, 3 business days after mailing, or 1 business day after sending by email with confirmation of receipt.

Questions about these terms?

Email us at legal@hmcoders.com and we'll get back to you within 48 hours.