The terms that govern the work.

Scope of the services.

We assemble and manage project teams from our specialist community, and deliver the scope agreed in writing. Each engagement is governed by a Statement of Work (“SOW”) - an order form, proposal, or written brief confirmation - that records deliverables, milestones, acceptance criteria, fees, and duration. These Terms apply to every SOW; where a signed SOW conflicts with these Terms, the SOW prevails for that engagement only.

Anything not expressly stated in the SOW is out of scope. Additional work is agreed in writing and billed separately. We may substitute a specialist of equivalent competence at any time; delivery obligations and fees remain unchanged. Unless a SOW states otherwise, all services are provided remotely.

Fees, invoicing, and late payment.

Fees, currency, and payment schedule are set out in the SOW. Unless stated otherwise, invoices are issued in advance of each milestone and are payable within 7 calendar days of the invoice date. All amounts are exclusive of VAT, GST, sales tax, withholding tax, and bank charges, which you bear in addition.

• Work on a milestone begins after the corresponding invoice is settled, unless the SOW provides otherwise.
• Overdue amounts accrue interest at 1.5% per month, or the maximum permitted by law, whichever is lower.
• We may suspend work and withhold deliverables while any invoice is more than 10 days overdue, without liability for the resulting delay.
• Fees already paid for work performed are non-refundable except as set out in section 03.

Cancellation and refunds.

You may terminate an engagement for convenience on 10 business days written notice. Fees for work performed and for resources committed to the notice period are payable in full; prepaid fees for work not yet started are refunded within 30 days.

Digital products purchased through 1 Shop are delivered immediately and are non-refundable once accessed, except where the law grants a mandatory right of withdrawal or the product is materially defective. Live sessions may be rescheduled once at no cost with at least 48 hours notice; later cancellations are charged in full.

If a deliverable materially fails the acceptance criteria in the SOW, you must notify us within 10 business days of delivery. We will remedy it at our cost within a reasonable period. Where remedy is not possible, we refund the fee attributable to that deliverable. This is your exclusive remedy for defective delivery.

Who owns what.

Upon full payment of all fees due under the relevant SOW, we assign to you all intellectual property rights in the deliverables created specifically for you, excluding Background IP. Until payment is made in full, you receive no rights in the deliverables and may not use them.

“Background IP” means anything we or our specialists owned or developed independently of the engagement - methods, frameworks, tooling, code libraries, templates, and know-how. Background IP remains ours; we grant you a perpetual, worldwide, non-exclusive licence to use it to the extent it is embedded in a deliverable.

You retain all rights in materials you provide, and you grant us a licence to use them for the purpose of the engagement. You warrant that you hold the rights to everything you supply. We may reference the engagement and display non-confidential deliverables in our portfolio and marketing unless you object in writing.

Confidential information and NDAs.

Each party will keep the other's Confidential Information secret, use it only for the engagement, and disclose it only to personnel and specialists who need it and are bound by equivalent obligations. “Confidential Information” means non-public information disclosed in any form, including commercial terms, data, source code, and strategy.

These obligations survive for 3 years after the engagement ends, and indefinitely for trade secrets and personal data. They do not apply to information that is public through no breach, independently developed, or required to be disclosed by law or a competent authority - in which case the disclosing party is notified where lawfully possible.

Where you require a separate non-disclosure agreement, it is signed before disclosure and, in case of conflict, prevails over this section. Processing of personal data is governed by our privacy policy.

Independent contractors, not employees.

Specialists engaged through 1 DOOR act as independent contractors. Nothing in these Terms creates an employment relationship, partnership, joint venture, or agency between you, us, and any specialist. No specialist is your employee, and none is entitled to salary, leave, superannuation, pension, insurance, or any other employment benefit from you or from us.

Each party is responsible for its own taxes, social contributions, and statutory filings in respect of its own personnel. You will not treat, describe, or register a specialist as your employee, and you will not direct their working hours or methods beyond what is required to deliver the SOW.

Hiring specialists from the pool.

For the duration of an engagement and for 12 months after it ends, you will not directly or indirectly solicit, engage, or employ a specialist introduced to you through 1 DOOR outside the platform, whether as employee, contractor, or through a third party.

This does not prevent a hire made with our prior written consent. Where we consent, an introduction fee of 25% of the specialist's first-year gross annual compensation, or 25% of the annualised contract value, is payable before the engagement begins. Where you hire in breach of this section, that fee becomes payable immediately as a debt due, without prejudice to our other remedies. General public job advertisements not targeted at our specialists are not a breach.

Warranties and limitation of liability.

We warrant that the services will be performed with reasonable skill and care by suitably competent specialists, and that we have the right to grant the rights we grant. Except as expressly stated, and to the fullest extent permitted by law, all other warranties, conditions, and terms - express or implied, statutory or otherwise, including fitness for a particular purpose and achievement of any commercial result - are excluded.

Neither party is liable for indirect, incidental, special, punitive, or consequential loss, or for loss of profit, revenue, goodwill, anticipated savings, or data, however arising. Our total aggregate liability arising out of or in connection with an engagement is limited to the fees paid by you under the relevant SOW in the 6 months preceding the event giving rise to the claim.

Nothing in these Terms limits liability that cannot be limited by law, including for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation. Neither party is liable for failure to perform caused by an event beyond its reasonable control, provided it notifies the other promptly and mitigates the effect.

Ending the agreement.

Either party may terminate an engagement immediately on written notice if the other commits a material breach and fails to remedy it within 14 days of notice, becomes insolvent, enters administration or liquidation, or ceases to carry on business. We may suspend or terminate access to the platform immediately where you breach section 05, section 07, or use the service unlawfully.

On termination, fees for work performed up to the termination date fall due immediately. Sections 04, 05, 06, 07, 08, 10, and 11 survive termination, together with any provision intended by its nature to survive.

Governing law and disputes.

These Terms and each SOW are governed by the laws of New South Wales, Australia, and the parties submit to the exclusive jurisdiction of the courts of that state, without prejudice to consumer rights that cannot be waived under your local law.

Before commencing proceedings, the parties will attempt in good faith to resolve any dispute through senior-level negotiation for 30 days after written notice of the dispute. Nothing prevents either party from seeking urgent injunctive relief at any time.

Changes to these Terms.

We may amend these Terms to reflect changes in the service or the law. The current version is always published on this page with its version number and effective date. Material changes are notified by email or in-app notice at least 14 days before they take effect.

Amendments do not apply retroactively to a SOW already in progress; that engagement continues under the version in force when it was signed. Continued use of the service after the effective date constitutes acceptance of the amended Terms.

Miscellaneous.

• Entire agreement. These Terms together with the applicable SOW form the entire agreement and supersede all prior discussions and proposals.
• Assignment. You may not assign or transfer your rights without our written consent; we may assign to a successor in connection with a merger or sale of business.
• Severability. If a provision is held unenforceable, the remainder stays in force and the provision is read down to the minimum extent necessary.
• Waiver. Failure to enforce a right is not a waiver of it. No variation is binding unless recorded in writing.
• Notices. Notices are given in writing to the email addresses recorded in the SOW, or to meet@1door.cc, and are deemed received on the next business day.