1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you and Eronka Pty Ltd (ABN 56 119 746 815) (“Eronka”, “we”, “us”, or “our”), a company registered in New South Wales, Australia. By accessing our website at eronka.com or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our website or services.

2. Services

Eronka provides digital agency and R&D services including, but not limited to:

• Research and Development consulting
• UX/UI Design and product design
• Software engineering and development
• Brand strategy and identity design
• Digital marketing and growth services
• AI and machine learning solutions

Specific services will be outlined in a separate Statement of Work (SOW) or service agreement between you and Eronka.

3. Engagement and Payment

3.1 Proposals and Acceptance: All service engagements begin with a proposal or Statement of Work. Acceptance of a proposal constitutes agreement to the project scope, timeline, and fees outlined therein.

3.2 Fees and Payment: Unless otherwise specified, payment terms are:

• 50% deposit upon project commencement
• Remaining balance upon project completion
• For ongoing services, invoices are issued monthly and payable within 14 days

3.3 GST: All fees are quoted exclusive of GST. GST will be added to invoices in accordance with Australian tax law.

3.4 Late Payment: Overdue invoices may incur interest at 2% per month. We reserve the right to suspend services if payment is overdue by more than 30 days.

4. Intellectual Property

4.1 Client Materials: You retain ownership of all materials, data, and intellectual property you provide to us for the purpose of delivering services.

4.2 Deliverables: Upon full payment, ownership of project deliverables (excluding pre-existing Eronka IP) transfers to you, unless otherwise specified in the Statement of Work.

4.3 Eronka IP: We retain ownership of our pre-existing intellectual property, tools, frameworks, and methodologies. Where these are incorporated into deliverables, we grant you a non-exclusive, perpetual licence to use them.

4.4 Portfolio Rights: Unless otherwise agreed, we reserve the right to use completed work in our portfolio, case studies, and marketing materials.

5. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information, trade secrets, and confidential business information shared during the engagement. This obligation survives the termination of any agreement between us. Confidential information does not include information that is publicly available or independently developed without use of confidential information.

6. Website Use

When using our website, you agree not to:

• Use the website for any unlawful purpose
• Attempt to gain unauthorised access to our systems
• Transmit any viruses, malware, or harmful code
• Copy, reproduce, or distribute website content without permission
• Use automated systems to scrape or extract data from the website

7. Limitation of Liability

7.1 To the maximum extent permitted by law, our total liability for any claim arising from or related to our services is limited to the fees paid by you for the specific services giving rise to the claim.

7.2 We are not liable for any indirect, incidental, consequential, special, or exemplary damages, including loss of profits, revenue, data, or business opportunities.

7.3 Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under Australian Consumer Law or other applicable laws.

8. Warranties and Disclaimers

8.1 We warrant that our services will be performed with reasonable care and skill by qualified professionals.

8.2 Except as expressly stated, our website and services are provided “as is” without warranties of any kind, whether express or implied.

8.3 We do not guarantee that our services will achieve specific results, including commercial success, revenue targets, or R&D tax incentive eligibility.

9. Termination

9.1 Either party may terminate a service engagement with 30 days’ written notice.

9.2 We may terminate immediately if you breach these Terms or fail to make payment.

9.3 Upon termination, you must pay for all services rendered up to the termination date. We will provide all completed deliverables upon receipt of final payment.

10. Dispute Resolution

10.1 If a dispute arises, the parties agree to first attempt resolution through good faith negotiation.

10.2 If negotiation fails, the parties agree to participate in mediation before commencing legal proceedings.

10.3 Any legal proceedings will be conducted in the courts of New South Wales, Australia.

11. Governing Law

These Terms are governed by and construed in accordance with the laws of New South Wales, Australia. You submit to the exclusive jurisdiction of the courts of New South Wales.

12. Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition implied or imposed by the Australian Consumer Law or any similar state or territory legislation which cannot be excluded, restricted, or modified.

13. Amendments

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to our website. Continued use of our website or services after changes are posted constitutes acceptance of the modified Terms.

14. Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be severed and the remaining provisions will continue in full force and effect.

15. Contact Information

For questions about these Terms, please contact us: