Terms of Service

1. Who we are and when these terms apply

These Terms of Service govern your use of the Metaract website and the general terms for engaging the digital services business presented under the name Metaract ("Agency", "we", "us" or "our"). Metaract is the public-facing brand name. The contracting person or entity and any required business disclosures will be identified in the accepted quote, invoice or agreement where required by applicable law.

Metaract operates online. Contact us through the communication channel used for your enquiry or project.

These website terms do not, by themselves, define the complete scope of a commissioned project. The accepted quote, statement of work ("SOW"), proposal, order form, or other written project agreement will specify the deliverables, price, assumptions, deadlines, payment schedule, acceptance criteria and any project-specific terms. If a signed or accepted project agreement conflicts with these website terms, the project agreement controls for that project, subject to mandatory law.

2. Enquiries, estimates and quotes

Submitting a project form or contacting us is an enquiry, not acceptance of a project and not a binding final quote. We may ask for clarification, recommend a different approach, decline work that is unsuitable or infeasible, or propose a discovery phase before preparing a quote.

An indicative estimate is based on the information available and may change when requirements are confirmed. A fixed-price commitment applies only to the scope, assumptions and deliverables set out in a written quote or SOW accepted by both parties. Work begins only after the required approvals, initial payment and access or materials specified in the agreement are received.

3. Scope and deliverables

The project agreement should state what we will deliver, in which formats, what is excluded, how delivery will occur, any acceptance checks, and whether source files, deployment, documentation or handover are included. Work that is not expressly included is not automatically part of the fee.

Our six service areas include website development, custom software development, application development, UI/UX design and prototyping, graphic design, and AI/LLM solutions. A project may span more than one service area; the agreed scope, not the category label alone, determines what we must provide.

4. Fees, taxes and external expenses

You agree to pay the service fee and any taxes specified in the accepted quote or SOW. Unless expressly included, the service fee does not include third-party or recurring expenses such as domains, hosting, cloud infrastructure, paid APIs, model or GPU compute, databases, storage, software subscriptions, commercial licences, stock assets, app-store accounts, SMS/email usage, payment processing, printing or shipping.

We will identify material external expenses in the quote or explain how usage-based expenses are calculated where reasonably possible. The agreement should state who owns each third-party account, who pays recurring charges, and who is responsible for renewal and cancellation. You are responsible for charges on accounts you own. We will not knowingly commit you to a material third-party expense on your behalf without authorisation, except where the accepted scope already authorises it.

The advance amount and payment schedule are discussed with the client and agreed project by project, then recorded in the accepted quote or project agreement. Invoices and payment links are sent directly to the client by DM or another agreed messaging channel. The messaging platform, payment provider, invoice and tax setup, and the secure payment-link verification process will be disclosed where required. Clients should verify the request and pay only through the provider’s secure payment page; never send card numbers, CVVs, passwords or one-time codes by message. Currency, taxes, payment deadlines, any late-payment charge, and any right to pause work for overdue invoices must be stated in the project agreement and applied subject to applicable law.

5. Delivery timelines and client cooperation

We will use reasonable efforts to meet the target schedule in the accepted project agreement. Dates depend on the agreed scope, available capacity, technical feasibility, third-party services, and timely access to content, accounts, decisions and feedback from you. A preferred deadline in an enquiry is not confirmed until we accept it in writing.

You agree to provide accurate information, lawful content, required approvals, access and feedback on time. If information, approvals, payment or third-party access is delayed, the schedule may need to move by a reasonable amount. We will communicate material changes and agree revised dates where appropriate. We will not promise a rush deadline unless the scope and team capacity make it feasible.

6. Revisions and changes to scope

The quote or SOW will state the number and type of included revision rounds, and what counts as a revision. A revision refines an agreed deliverable; a request for new features, additional pages or screens, new integrations, a different design direction after approval, or a materially different AI objective may be a change request.

Before additional work begins, we will describe any material fee and schedule impact and obtain your approval. Corrections needed because a deliverable fails the written acceptance criteria are not automatically treated as paid scope expansion.

7. Your content, permissions and responsibilities

You retain responsibility for content, logos, data, images, software, credentials and other materials you provide. You confirm that you have the permissions and legal rights needed for us to use them for the project. You must not ask us to create or deploy work that unlawfully infringes rights, violates privacy, bypasses security controls, or otherwise breaks applicable law.

You must protect your passwords and credentials, use appropriate access controls, and promptly revoke access that is no longer needed. Where practical, provide test or limited-access credentials rather than personal or production credentials. Tell us about relevant security, privacy, accessibility, industry or data-residency requirements before the quote is finalised.

8. Confidentiality

Each party may receive non-public business, technical, financial or project information from the other. The receiving party will use it only as needed for the project or relationship, protect it with reasonable care, and disclose it only to people or service providers who need it and are bound by appropriate confidentiality obligations.

Confidentiality does not apply to information that the receiving party can show is public through no breach, was already lawfully known, was independently developed without use of the confidential information, or was lawfully received from another source. A party may disclose information where legally required, and where lawful will give notice before disclosure. A separate NDA or project agreement may impose additional terms.

9. AI, models and automated outputs

For AI-related projects, the SOW should define the intended behaviour, data permitted for use, evaluation method, target metrics, limitations and deployment responsibilities. Fine-tuning is not automatically the correct solution; we may recommend prompting, retrieval, integrations, evaluation or other approaches based on the problem.

AI systems can produce inaccurate, incomplete, biased, non-unique or unexpected outputs. Unless expressly included in the project agreement, we do not guarantee that every output will be factually correct, unique, free of third-party claims, or suitable for a regulated, safety-critical or high-stakes decision without human review. You are responsible for reviewing outputs before using them in a consequential setting. We will not submit confidential project material to a third-party AI service for unrelated training without written authorisation, and the project agreement should identify material external AI processing where relevant.

10. Intellectual property

Ownership, licensing, source files, third-party components, open-source software, AI-generated material and permission to feature work in our portfolio are addressed in our Intellectual Property Policy and the project's written IP terms. Do not assume that payment alone automatically transfers every right in every component. Where you require an assignment of copyright or other rights, the project agreement must clearly identify the deliverables and the rights being assigned, together with the other details required by applicable law.

11. Review, acceptance, support and maintenance

The project agreement will specify review steps, acceptance criteria and any correction period. You agree to review drafts and deliverables within the agreed review window and provide consolidated feedback where feasible. We will correct material non-conformity with the written acceptance criteria according to the agreement.

Ongoing hosting, monitoring, security updates, maintenance, backups, support response times and post-launch changes are not included unless the quote or a separate support agreement says so. We do not control the availability or future operation of third-party platforms, APIs, app stores, hosting providers or model providers.

12. Payment issues, suspension and cancellation

If payment or required cooperation is overdue, we may give written notice and pause affected work after a reasonable opportunity to resolve the issue, where permitted by the project agreement and applicable law. Pausing work may affect delivery dates. Either party may cancel or terminate a project under the accepted project agreement or our Cancellation and Refund Policy, subject to applicable law.

We may decline or stop work where it becomes unlawful, technically infeasible, materially unsafe, or dependent on permissions that are not available. Where practicable, we will explain the issue and discuss alternatives. The parties will settle payment for work performed and authorised non-cancellable external costs, and handle any unearned prepaid amounts under the Cancellation and Refund Policy and project agreement.

13. Third-party tools and services

Projects may depend on third-party software, APIs, hosting, fonts, datasets, model providers, payment systems or other services. Those services may have separate terms, usage limits, fees, outages or licensing restrictions. Unless we expressly agree otherwise, you are responsible for compliance with third-party terms that apply to accounts or services you control. We will identify material dependencies and licences that form part of the agreed solution to the extent reasonably possible.

14. Website use and availability

You may not use our website to submit unlawful content, attempt unauthorised access, interfere with operation, distribute malware, or misuse another person's information. We may limit or suspend access where reasonably needed to protect the site or other users.

We aim to keep the website useful and secure, but do not guarantee uninterrupted availability or that every website function will be error-free. This website may include general descriptions of services and examples; the actual terms for a commissioned project are those confirmed in writing.

15. Warranties and liability

We will perform agreed services with reasonable care and skill and according to the written scope, subject to the terms of the project agreement and applicable law. Except for commitments expressly made in writing, we do not guarantee a particular business result, revenue level, search ranking, conversion rate, model score, user adoption, or uninterrupted operation of third-party services.

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect or consequential loss that could not reasonably have been anticipated, such as lost profits, lost opportunity or loss of goodwill. To the maximum extent permitted by law, the Agency's total liability arising out of a specific project will not exceed the fees paid or payable to the Agency for that project. These limitations do not exclude or restrict liability that cannot lawfully be excluded or restricted, and do not override mandatory consumer rights.

16. Events outside reasonable control

Neither party is responsible for delay caused by events beyond its reasonable control, such as widespread internet or infrastructure outages, major third-party service failures, natural disasters, government action, public emergencies or similar events. The affected party will notify the other where reasonably possible and take reasonable steps to reduce the impact. Payment obligations for work already performed are not automatically waived.

17. Disputes and governing law

If a concern arises, the parties should first try to resolve it in good faith by contacting the agreed project communication channel and providing the project reference and relevant details. If it cannot be resolved informally, the governing law and forum are the law and dispute forum determined under applicable law, subject always to mandatory laws and any consumer rights that cannot lawfully be waived.

18. Changes to these terms

We may update website terms from time to time. The version published on the website applies to future website use and future projects, unless a different version is expressly incorporated into an existing project agreement. We will not rely on a website update to unilaterally change an already accepted project's commercial scope where the agreement or law does not permit it.

19. Contact

For questions about these Terms of Service, contact Metaract at the agreed communication channel or the contact channel stated in the relevant project documents.