Terms. Plain English.
These Terms set out how we work together. They apply to every engagement between Ascarma and you, our client. By accepting a Proposal, paying a deposit, or instructing us to begin, you agree to these Terms in full. If a Proposal says something different from these Terms, the Proposal wins — but only for that engagement, and only where it says so in writing.
We’ve written these in plain English on purpose. Nothing here is meant to be a trap, and if a clause isn’t clear, ask us before you sign.
1. The words we use
In these Terms:
“Ascarma,” “we,” “us,” “our” means Ascarma Pty Ltd (ABN 68 693 164 073), trading as Ascarma.
“Client,” “you,” “your” means the person, business, or organisation engaging us — and where more than one person or entity is involved, each of them jointly and severally.
“Engagement” means a piece of work we agree to carry out for you, as described in a Proposal.
“Proposal” means the written scope, deliverables, timeline, and fees we issue for an Engagement.
“Deliverables” means the work we produce for you — advice, strategy, analysis, systems, software, designs, documents, and any other work product, whether tangible or not.
“Intellectual Property” means all intellectual property rights of any kind — including copyright, patents and rights to inventions, trade marks, designs, database rights, rights in confidential information, methodologies and know-how — whether registered or unregistered, and anywhere in the world.
“Terms” means this document.
2. What we do
Ascarma is an augmented consulting firm. We work across five disciplines — AI, Strategy, Management, Growth, and Technology — combining experienced judgement with modern tools and methods to deliver work that’s smarter, faster, and built to last.
Depending on the Engagement, that work might be advisory, hands-on, or both: a strategy you can act on, an operational diagnosis and the fixes that follow, a growth constraint identified and removed, a technology estate rationalised, or a practical AI tool or decision system designed, built, and proven in your business. The common thread is outcomes, not artefacts — we measure our work by what it returns to you.
Every Engagement begins with a Proposal that sets out the scope, the deliverables, the timeline, and the cost.
3. How an Engagement works
3.1 Proposals. A Proposal is valid for seven (7) days from its date of issue. It’s an invitation for you to engage us on the terms it describes, not a binding contract on its own. A contract forms when you accept the Proposal and we begin work.
3.2 These Terms apply throughout. Unless we agree otherwise in writing, these Terms govern every Engagement and cannot be replaced or overridden by any of your own standard terms. Where a Proposal adds detail that’s consistent with these Terms, both apply together.
3.3 Changes to scope. Consulting work evolves, and that’s normal — but anything beyond the agreed scope of a Proposal is additional work. We’ll set out the change, the cost, and the timing impact in writing, and we won’t start on it until you’ve approved it.
4. Fees and payment
4.1 Deposit. A deposit of fifty percent (50%) of the Engagement fee is payable before we begin.
4.2 How and when you pay. Invoices are payable on receipt, by bank transfer or card, unless we’ve agreed in writing that you hold a credit account with us or that a third party is settling our invoices on your behalf.
4.3 Time-based work. Where work is charged by time, we bill in fifteen-minute (15-minute) increments. Any part of an increment is charged as a full one.
4.4 GST. Unless stated otherwise, our fees are exclusive of GST. GST is payable by you in addition, where it applies.
4.5 Late payment. If you don’t pay an amount by its due date, then every amount you owe us — on any invoice or Engagement — becomes immediately due, without us needing to give you notice. We may also, without giving up any other right available to us:
(a) charge interest on the overdue amount at the Reserve Bank of Australia cash rate target as at the due date, plus four percent (4%), running from the due date until you’ve paid in full;
(b) recover the reasonable costs of collecting what you owe, including legal costs on a solicitor-and-own-client basis and any dishonour fees;
(c) pause or stop any further work for you, for as long as we think appropriate;
(d) end any Engagement not yet completed, by written notice, without affecting rights that have already accrued to us; and
(e) suspend or disable your access to any systems, tools, or solutions we’ve developed or worked on.
4.6 Insolvency. We may take the steps in clauses 4.5(c) and 4.5(d) if you become insolvent — that is, if (being an individual) you become bankrupt or enter an arrangement with creditors, or (being a company) you enter an arrangement with creditors, have a liquidator, administrator, receiver or controller appointed, or steps are taken to wind you up or dissolve you (other than for a solvent reconstruction you’ve told us about in writing).
5. What we need from you
Good work is a two-way effort. To deliver well, we rely on you to:
5.1 Give us what we need — brand guidelines, copy, imagery, data, context, and access to the systems and accounts an Engagement requires.
5.2 Respond in good time. Many of our timelines depend on your feedback and approvals. Delays on your side will move dates on ours.
5.3 Handle revisions. Where an Engagement includes design or creative work, one (1) round of revisions is included unless the Proposal says otherwise. Further rounds are charged at our standard hourly rate, which we’ll confirm in writing before we begin them.
5.4 Test and approve. You’re responsible for reviewing Deliverables in your own environment, confirming they meet your requirements, and approving them before they go live. Once you approve a Deliverable, it’s taken to be accepted.
5.5 Look after your data. You’re responsible for keeping appropriate backups and security in place, and for following any maintenance recommendations we give you.
5.6 Cover third-party costs. Where an Engagement relies on third-party platforms or services, you’re responsible for their licence and subscription fees, for complying with their terms, and for any work needed to adapt our Deliverables to changes those third parties make.
6. How we deliver
6.1 Quality. We’ll deliver work that meets the specification in the Proposal and functions as intended at the time we deliver it.
6.2 Where software is involved. Where an Engagement includes software or a digital product, and unless the Proposal says otherwise, we test against the current versions of Chrome, Firefox, Safari, and Edge on PC and Mac, and across standard desktop, tablet, and mobile screens. Support for legacy browsers or devices must be agreed before we begin and may affect cost and timing.
6.3 Timelines. Any date or timeframe we give is an estimate, and we’ll use commercially reasonable efforts to meet it. We’re not liable for delays caused by late materials or feedback from you, approved changes to scope, unforeseen technical issues, or problems with third-party services.
7. Warranty and support
7.1 The warranty. Subject to clause 7.2, we warrant that Deliverables will be free from material defects in workmanship for thirty (30) days from delivery.
7.2 What the warranty doesn’t cover. This warranty doesn’t apply where:
(a) the Deliverable is working as intended and isn’t defective;
(b) the Deliverable is used for something other than what the Proposal specified;
(c) the issue stems from third-party software, tools, platforms, browsers, devices, networks, or anything else outside our control;
(d) the Deliverable was already tested and approved by you;
(e) someone other than us has modified, repaired, or altered the Deliverable;
(f) the issue results from misuse, neglect, failure to follow our recommendations, or problems with hosting, servers, or infrastructure; or
(g) you’re in breach of these Terms.
7.3 Putting it right. Where a defect is covered, we’ll work to diagnose and fix it at our cost. We can’t promise to solve every problem we look into, but if we can’t even diagnose the cause, you won’t be charged for the attempt.
7.4 After the warranty. Once the warranty period ends, we’re glad to keep supporting you at our standard hourly rates.
8. Intellectual property
8.1 What stays with us. Unless a Proposal clearly says otherwise, we keep all Intellectual Property in what we create — including code, designs, models, methodologies, frameworks, and the thinking behind them.
8.2 Your licence to use it. Once you’ve paid in full, and unless the Proposal transfers ownership outright, you receive a perpetual, non-exclusive licence to use the Deliverables for your own internal business operations. That licence doesn’t let you resell or commercialise the Deliverables, sub-licence them to others, or rework their core architecture without us — and it doesn’t entitle anyone to dispute our ownership.
8.3 Your content. You keep all rights in the material you give us, and you confirm you hold the rights and licences needed to give it to us and have us use it.
8.4 Our toolkit. We bring our own libraries, frameworks, methods, and reusable components to an Engagement. These stay ours, and your licence to use the Deliverables includes using them as part of the solution we deliver.
8.5 Indemnity. You indemnify us against any claim, loss, damage, cost, or expense arising directly or indirectly from us implementing or installing software, tools, or systems at your request.
9. Title and risk
9.1 Title. Until we’ve received full payment in cleared funds, all Intellectual Property and work product in the Deliverables remains ours, as set out in clause 8. Where we supply any physical materials or equipment, title in them stays with us until you’ve paid in full, and you’ll keep them identifiable as ours and return them on request if the Engagement ends before payment.
9.2 Risk. Risk in any physical materials passes to you on delivery, even where title hasn’t, and you should insure them accordingly from that point.
10. Things outside our control
10.1 Third-party platforms. We’re not responsible for the behaviour, pricing, availability, or changes of third-party platforms and services — including payment gateways, cloud and hosting providers, content systems, business tools, social and AI platforms, and other APIs. Any work needed to adapt a Deliverable to a third party’s changes is charged separately.
10.2 Technology moves. We build to what’s current at the start of an Engagement. We’re not responsible for the effect of later updates, new devices, or platform changes on existing work. Keeping a Deliverable compatible with future changes is charged separately.
10.3 Results on platforms we don’t own. Where our work touches visibility or performance on third-party systems — search engines, AI platforms, and the like — those systems run on proprietary rules that change without notice. We apply professional skill and current best practice, but we can’t guarantee specific rankings, visibility, indexing, or sustained positions on any of them.
10.4 Hosting. Where you use one of our hosting partners, their fees are billed to you directly by the provider, and cancelling a service you no longer need is your responsibility. We’re happy to help you migrate if you move providers.
11. Liability
11.1 Implied terms excluded. Except as set out in these Terms, and to the fullest extent the law allows, we exclude every other term, condition, or warranty — about quality, fitness for purpose, description, or performance — that might otherwise be implied by statute, common law, trade usage, or anything else.
11.2 Our remedy. Repairing or replacing a Deliverable, or re-supplying a service, is the limit of what we’re obliged to do to put things right.
11.3 No consequential loss. We’re not liable for indirect or consequential loss of any kind — including lost revenue, profit, business, or goodwill; loss or corruption of data; loss from delay, cancellation, or suspension of work; or loss from using a Deliverable outside what the Proposal described.
11.4 Our cap. Our total liability for any Engagement is limited to the fees you’ve paid us for that Engagement.
11.5 Your consumer rights. Nothing in these Terms excludes, restricts, or changes any right you have under the Australian Consumer Law or other laws that can’t be excluded. Where we’re permitted to limit our liability for a failure to meet a consumer guarantee, we limit it as set out above.
12. Changing, pausing, or ending an Engagement
12.1 If we can’t continue. If something genuinely beyond our control stops us delivering, we may cancel the Engagement by written notice, and we’ll offer fair compensation at our discretion.
12.2 If you cancel. If you cancel after we’ve started, your deposit isn’t refundable — it covers our planning, setup, and the work we turned down to take yours on. You remain liable for everything we’ve completed up to the cancellation, and we may, at our discretion, hold a credit toward future work.
12.3 If we end it. We may end an Engagement where payment is significantly overdue, where the working relationship has broken down, where circumstances beyond our control prevent completion, or where you’re in material breach. We’ll give you reasonable notice and charge you for the work completed up to that point.
12.4 Default remedies. If you don’t pay or you breach these Terms, we may suspend access to systems, projects, or solutions, disable features until the matter is resolved, and pursue recovery of what’s owed (including costs on a solicitor-and-own-client basis). We’ll talk to you before we take any of these steps.
12.5 After it ends. Ending an Engagement doesn’t affect any rights either of us has already built up.
13. General
13.1 How we’ll reach you. We communicate mainly by email, so please keep your contact details current.
13.2 Updates to these Terms. We may update these Terms from time to time. We’ll tell you about material changes, and continuing to work with us after that means you accept them.
13.3 Governing law. These Terms are governed by the laws of New South Wales, Australia, and both of us submit to the non-exclusive jurisdiction of its courts.
13.4 Sorting out disputes. If a dispute comes up, we’ll both make a genuine effort to resolve it directly before either of us starts formal legal action.
13.5 The whole agreement. These Terms and the relevant Proposal are the entire agreement between us. Any change must be agreed in writing.
13.6 Severability. If any part of these Terms is found to be invalid or unenforceable, that part is removed and the rest stays in force.
13.7 Waiver. If we don’t enforce a right on one occasion, that’s not a waiver of it on any other. Waivers only count if they’re in writing.
13.8 Assignment. You can’t transfer your rights or obligations under an Engagement without our written consent. We may transfer ours to a third party.
Questions about these Terms?
Ascarma · Level 1, 457 Elizabeth St, Sydney Central NSW 2010 · contact@ascarma.com.au · 02 7904 8883