Legal
Last updated: June 2026
These Terms and Conditions ("Terms") govern all services provided by Midnight Systems ABN 27 481 630 051 ("Midnight Systems", "we", "us") to you ("the Client"). By engaging our services or accepting a quote, you agree to these Terms in full.
These Terms apply to all engagements including web design and development, custom SaaS web application development, and ongoing maintenance and retainer agreements.
Midnight Systems provides the following services:
The specific scope, deliverables, and timeline for each engagement are defined in a written Quote or Statement of Work ("SOW") provided to the Client prior to commencement. No work will begin until a Quote has been accepted in writing.
All Quotes are valid for 14 days from the date of issue unless otherwise stated. Acceptance of a Quote constitutes agreement to these Terms and authorises Midnight Systems to commence the work described.
Any work requested outside the agreed scope will be discussed with the Client and documented in a revised Quote or change request before proceeding. Additional scope may incur additional charges.
All invoices are due within 14 days of the invoice date unless otherwise agreed in writing.
For fixed-price projects, Midnight Systems may require a deposit prior to commencement. Deposit amounts and payment milestones will be specified in the Quote.
For ongoing retainer agreements, invoices will be issued on a monthly basis. Retainer services will be suspended if payment is not received within 14 days of the invoice due date.
Midnight Systems reserves the right to charge interest on overdue invoices at a rate of 2% per month, calculated from the due date until payment is received in full.
All prices are quoted in Australian Dollars (AUD) and are exclusive of GST unless otherwise stated. GST will be added where applicable.
Where Midnight Systems deploys or hosts a Client's website or application on international cloud infrastructure (including but not limited to Render.com and Cloudflare), those third-party services are billed in United States Dollars (USD). Midnight Systems will pass these costs through to the Client in AUD.
Because these costs are denominated in USD, the AUD amount charged to the Client may fluctuate from month to month in line with the prevailing AUD/USD exchange rate at the time of invoicing. Midnight Systems accepts no liability for any increase in AUD charges resulting from currency exchange rate movements. The Client acknowledges and accepts this exchange rate variability as an inherent characteristic of internationally hosted services.
Where possible, Midnight Systems will provide the Client with advance notice of any material increase in hosting costs arising from significant exchange rate movements or changes to the third-party provider's pricing.
The Client agrees to:
Delays caused by the Client's failure to provide required materials or approvals may result in revised timelines, and Midnight Systems accepts no liability for such delays.
No website, application, or deliverable will be published or deployed to a live environment without the Client's written sign-off. Written sign-off may be provided via email and constitutes the Client's acceptance that the deliverable meets the agreed requirements.
Once a deliverable is approved and deployed, any subsequent changes will be treated as new scope and may be subject to additional charges.
Intellectual property arrangements vary by engagement and will be specified in the relevant Quote or SOW. The following general terms apply:
Third-party components (frameworks, libraries, stock assets, or licensed software) remain subject to their respective licences. Midnight Systems will advise the Client of any significant third-party licence obligations.
The Client warrants that all materials provided to Midnight Systems (copy, images, logos, data) are owned by or licensed to the Client, and that their use will not infringe any third-party rights. The Client indemnifies Midnight Systems against any claims arising from Client-supplied materials.
Both parties agree to keep confidential any proprietary or sensitive information disclosed during the engagement. This includes but is not limited to business strategies, credentials, source code, pricing, and client data.
Midnight Systems will not share, sell, or disclose Client information to third parties except where required by law or where necessary to deliver the agreed services (e.g. hosting providers, subcontractors under equivalent confidentiality obligations).
Midnight Systems takes reasonable precautions to protect Client data and access credentials. However, no system is entirely immune from security risks. The Client is responsible for maintaining the security of their own access credentials.
The Client is responsible for ensuring that any data they provide or request Midnight Systems to process complies with applicable Australian privacy laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles.
To the maximum extent permitted by law, Midnight Systems' total liability to the Client for any claim arising out of or in connection with these Terms or the services provided shall not exceed the total fees paid by the Client for the specific engagement giving rise to the claim in the 3 months preceding the claim.
Midnight Systems is not liable for any indirect, consequential, special, or incidental loss or damage, including loss of revenue, loss of data, or loss of business opportunity, even if advised of the possibility of such loss.
Nothing in these Terms excludes, restricts, or modifies any consumer guarantee or right that cannot be excluded under the Australian Consumer Law.
Retainer agreements provide a set number of support or development hours per month. Unused hours do not roll over to subsequent months unless agreed in writing.
Either party may terminate a retainer agreement with 30 days' written notice. Midnight Systems reserves the right to terminate immediately if invoices remain unpaid for more than 30 days.
Work performed in excess of the monthly retainer allocation will be quoted separately or invoiced at the agreed hourly rate.
Either party may terminate a fixed-price engagement by providing written notice. In the event of termination by the Client, the Client will be invoiced for all work completed to the date of termination at the rates specified in the Quote, with a minimum charge of any deposit already paid.
Midnight Systems reserves the right to suspend or terminate services immediately where:
Midnight Systems warrants that all work will be performed with reasonable care and skill. Following Client sign-off and go-live, Midnight Systems will rectify defects (bugs or functionality not meeting the agreed specification) at no charge for a period of 30 days.
This warranty does not cover issues arising from Client modifications, third-party integrations outside Midnight Systems' control, hosting environment changes, or new feature requests.
In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation. If the dispute cannot be resolved within 14 days, either party may refer the matter to mediation before initiating legal proceedings.
These Terms are governed by the laws of South Australia, Australia. The parties submit to the non-exclusive jurisdiction of the courts of South Australia.
Midnight Systems may update these Terms from time to time. The current version will be made available upon request or on our website. Continued engagement with Midnight Systems following notification of updated Terms constitutes acceptance of the revised Terms.