Terms and Conditions | Woven Data Projects

Terms and Conditions for Services

1. Definitions

Agreement means any engagement between Woven and the Client, including any signed Statement of Work (SOW), proposal, or purchase order accepted in writing or electronically.

Client, You or Your refers to the organisation or entity receiving Products or Services from Woven.

Client Data means any data, documents, content or other materials provided by You to Woven in connection with the Services.

Confidential Information means any information disclosed by either party that is identified as confidential, or would reasonably be considered confidential due to its content or the context of disclosure. This includes strategic plans, technical information, intellectual property, financials, and client data.

Modern Slavery has the meaning given in the Modern Slavery Act 2018 (Cth).

Personal Information has the meaning given in the Privacy Act 1988 (Cth) or equivalent legislation in the relevant jurisdiction.

Product means third-party hardware, software or related services provisioned by Woven, excluding cloud services.

Services means data consulting, platform implementation, data literacy, analytics, and strategic support provided by Woven, as outlined in a Statement of Work.

Statement of Work (SOW) means a document that outlines the scope, deliverables, responsibilities, timeframes and fees for the Services agreed between Woven and the Client.

Third-Party Cloud Service means software-as-a-service, platform-as-a-service or infrastructure-as-a-service offerings managed by a third party.

2. Scope and Acceptance

2.1 These Terms govern all engagements between You and Woven, unless varied by mutual agreement in writing.

2.2 By signing or electronically accepting a SOW or similar engagement document, You confirm acceptance of these Terms.

2.3 Any additional or inconsistent terms proposed by You are excluded unless expressly accepted by Woven.

2.4 These Terms do not apply to Third-Party Cloud Services, which are governed by their respective vendor terms.

3. Products

3.1 Woven may resell third-party software, tools or related technologies. All such Products are subject to the vendor’s terms of use or EULA.

3.2 You agree not to resell Products and acknowledge that Product warranties are provided directly by the vendor.

3.3 Woven is not liable for Product performance and does not warrant suitability for high-risk use cases.

3.4 Inaccuracies in vendor pricing or availability may result in cancellation or amendment of orders.

4. Delivery

4.1 Hardware is delivered DDP to Your nominated location. Software is delivered when first made accessible to You.

4.2 Risk in Products passes to You on delivery. Title remains with the vendor unless otherwise agreed.

4.3 Woven is not liable for shipping delays outside its control. Staged delivery may occur.

5. Service Delivery

5.1 Woven will deliver Services as described in each SOW, using commercially reasonable efforts to meet timeframes.

5.2 Client responsibilities include providing timely access to systems, data and personnel necessary for delivery.

5.3 Woven may rely on agreed milestones to structure delivery. Any change to scope or timeline must be agreed in writing.

6. Fees and Invoicing

6.1 Fees for Services are defined in each SOW and are exclusive of GST and disbursements unless otherwise stated.

6.2 Invoices will be issued in line with the SOW. Standard terms are 30 days from invoice date.

6.3 Woven may charge interest on late payments and recover reasonable costs of enforcement.

6.4 Credits issued must be used within 12 months unless otherwise agreed.

7. Warranties and Limitations

7.1 Woven warrants that Services will: (a) be performed with due care and skill; (b) materially conform to the agreed SOW; and (c) comply with applicable law.

7.2 To the extent permitted by law, Woven disclaims all warranties not expressly included in these Terms.

7.3 If Services fail to meet the warranties in 7.1, Woven will re-perform the affected Services or offer a pro-rata refund.

7.4 Woven’s liability is limited to:

for Products: the amount paid for the Product;
for Services: the total amount paid in the 12 months preceding the event giving rise to the claim.

7.5 Woven is not liable for indirect, incidental or consequential losses.

8. Consumer Guarantees

8.1 Nothing in these Terms limits Your rights under the Competition and Consumer Act 2010 (Cth).

8.2 Where permitted, Woven’s liability is limited to re-supply or reimbursement of Products or Services.

9. Intellectual Property

9.1 You retain ownership of Your data, documents, and proprietary materials.

9.2 Woven retains ownership of any pre-existing methodologies, templates, code or processes used to deliver Services.

9.3 You receive a non-exclusive, royalty-free licence to use any Woven IP contained in deliverables for internal business use only.

10. Confidentiality

10.1 Both parties will protect Confidential Information and use it only for purposes of the engagement.

10.2 Obligations continue after termination of the engagement. Disclosure is permitted only under legal obligation or with prior written consent.

11. Data Security and Privacy

11.1 Woven complies with the Privacy Act 1988 (Cth) and relevant state and federal data laws.

11.2 Each party will promptly notify the other of any actual or suspected data breach.

11.3 Woven will securely handle Client Data in accordance with its Privacy Policy.

12. Modern Slavery and Ethical Conduct

12.1 Woven takes steps to assess and manage risks of modern slavery in its operations and supply chains.

12.2 Woven complies with anti-bribery, anti-corruption, and ethical conduct standards in all engagements.

13. Termination

13.1 Either party may terminate an engagement for cause with 30 days’ written notice if the other party materially breaches the agreement.

13.2 Woven may suspend or terminate Services for non-payment.

13.3 Termination does not affect rights accrued prior to termination.

14. Dispute Resolution

14.1 Parties will first attempt to resolve disputes in good faith through negotiation.

14.2 If resolution is not reached within 30 days, either party may initiate formal proceedings. Mediation is encouraged prior to litigation.

14.3 Woven reserves the right to pursue debt collection where payments are overdue.

15. General Terms

15.1 These Terms constitute the entire agreement unless varied in writing.

15.2 These Terms are governed by the laws of Queensland, Australia. Disputes are to be resolved in Queensland courts.

15.3 Neither party may assign this Agreement without consent, except for internal corporate restructures.

15.4 Neither party is liable for delays caused by force majeure.

15.5 No partnership, employment or joint venture is created by this Agreement.

15.6 If any provision is invalid, it will be severed without affecting the remainder.

15.7 Clauses relating to confidentiality, IP, liability, and dispute resolution survive termination.

If you have any questions about these Terms or require a custom agreement for your project, please contact Woven at: hello@wovendata.au