Last updated: 29 September 2026
Oupla is the trading name of Thomas Sinclair, ABN 73 181 075 831, based in Victoria, Australia (“we”, “us”). These terms apply when we build or support a system for your business (“you”).
Version 1.0 — effective 29 September 2026.
Before any development starts
Every project is covered by two documents: a final proposal written for your business, and these terms. Both must be signed by you and by us before any development begins. Signing one without the other doesn’t start a project.
A project agreement only exists once:
- you and we have both signed the final proposal;
- you and we have both signed the version of these terms named in that proposal; and
- any deposit the proposal asks for has been paid.
This page is published so you can read the terms before we talk. It isn’t an offer, and reading it, emailing us or booking a walkthrough doesn’t create an agreement or any obligation for either of us.
1. How the documents fit together
1.1 The signed final proposal sets out what we’ll build (the scope), the price, payment milestones, the timeline and the hosting arrangements for your project.
1.2 These terms cover everything else. If the proposal and these terms conflict, the proposal wins only on scope, price, payment milestones, timeline and hosting. On anything else these terms win, unless the proposal expressly says it replaces a specific numbered clause of these terms and both of us have signed it.
1.3 Together, the signed proposal and signed terms are the whole agreement for your project. They replace earlier emails, calls, demos and draft proposals.
1.4 We may update this page from time to time. Updates don’t change a project that’s already signed — the version you signed keeps applying unless we both agree in writing to change it.
1.5 A proposal is open for acceptance for 30 days from its date unless it says otherwise.
2. Scope and changes
2.1 We’ll build what’s described in the signed proposal.
2.2 Anything outside it — new features, extra modules, additional sites, connections to other software, or importing data not listed in the proposal — is a change. We’ll quote each change in writing and only start once you’ve approved the quote in writing. You’re never billed for work you haven’t approved.
3. Payment
3.1 The deposit and any milestone payments are set out in the proposal. Development starts once the deposit is paid.
3.2 Invoices are due within 14 days unless the proposal says otherwise.
3.3 If an invoice is overdue, we’ll remind you in writing. If it’s still unpaid 7 days after that reminder, we may pause work and support on your project until it’s paid, and the timeline moves to match. We don’t charge interest on late payments.
3.4 Prices are in Australian dollars. If we’re registered for GST, GST is shown on your invoice; if we’re not, no GST is charged.
3.5 You only pay third-party costs, such as hosting or software subscriptions, if the proposal lists them.
4. What we need from you
- The spreadsheets and records the system will be built from.
- Someone available to answer questions during the build.
- Reasonable access for testing, and IT approvals where your network requires them.
4.1 You confirm you’re entitled to share the data you give us, including any personal information about your staff.
4.2 You’re responsible for the accuracy of the data you give us and enter into the system. We’ll flag obvious problems we notice during the build, but we can’t verify your records.
4.3 If information or feedback we need arrives late, the timeline moves by a matching amount.
5. Delivery, testing and acceptance
5.1 We’ll give you early access so your team can use the system before handover.
5.2 After handover you have 10 business days to test the system against the proposal and tell us in writing about anything that doesn’t match it. We’ll fix those items at no cost and let you re-test.
5.3 The system is accepted when that period ends with nothing reported, when the reported items have been fixed, or when you start using it for live day-to-day operations — whichever comes first. Acceptance doesn’t affect our commitment to fix defects under clause 7.
6. The three-month adjustment period
6.1 For three months after handover, we’ll make reasonable adjustments at no cost so the system fits how your team actually works.
6.2 Adjustments are changes to features we’ve already built — fields, labels, layouts, filters and report formats. New features, new modules, connections to other software or changes to how the system fundamentally works are changes under clause 2. If we think a request goes beyond an adjustment, we’ll tell you before doing any work.
7. Defect fixes and support at no cost
7.1 A defect is where the system doesn’t work materially as described in the signed proposal because of our work.
7.2 For 12 months after handover, we’ll provide what’s needed to fix defects at no cost to you, including:
- diagnosing the problem and fixing our code;
- deploying the fix to your system;
- restoring your data from the most recent available backup where a defect in our work caused data to be lost or corrupted; and
- remote support by email, phone or video call to get your system working again.
7.3 The following aren’t defects, and any work on them is quoted before we start:
- problems caused by changes made by anyone other than us;
- incorrect or incomplete data entered into the system;
- use of the system for purposes the proposal doesn’t describe;
- your devices, network, browsers or IT security settings;
- outages, price changes or changes made by third-party providers — we’ll give reasonable help working around them, and quote any substantial rework; and
- hardware, travel, on-site visits and third-party fees.
7.4 We aim to acknowledge defect reports within two business days and to fix them with reasonable care and speed. Guaranteed response times are only available under a support plan.
7.5 After the 12 months, defect fixes and support are covered by a support plan if you have one, or quoted before any work starts.
8. The system is a tool, not a safety system
8.1 The system helps you record, plan and track maintenance. It doesn’t replace your own judgement, your obligations under work health and safety laws, equipment manufacturers’ requirements, or inspections by qualified people.
8.2 You’re responsible for the maintenance decisions you make, for checking that the schedules, intervals and records in the system are correct, and for not relying on the system as the only control for safety-critical maintenance.
8.3 Reminders, alerts and dashboards depend on the data entered and on the system and its hosting being available. They can be late, wrong or missing, so keep backup processes for anything critical.
9. Who owns what
9.1 Your data is always yours.
9.2 Once the project is paid in full, you own the system built specifically for you, including its client-specific code, configuration and designs.
9.3 We keep ownership of the tools, templates, code libraries, components and know-how we had before your project, or that aren’t specific to your business (“our general tools”). Where our general tools are part of your system, we give you a permanent, royalty-free, non-exclusive licence to use, copy and modify them as part of your system for your own business. You can’t sell or license our general tools to others, on their own or as a product.
9.4 Until the project is paid in full, you have a licence to use the system for testing and for your own operations. That licence ends if the agreement ends because of unpaid invoices.
9.5 We won’t name you as a client or show your system publicly without your written permission.
10. Hosting, data and security
10.1 Your system runs on third-party services. The proposal names them, says whose name the accounts are in and who pays for them.
10.2 We take reasonable steps to keep your system and data secure and backed up, as described in the proposal. No online system is completely secure, and we can’t guarantee there will never be an outage or a breach.
10.3 You’re responsible for who you give access to, for keeping logins private, and for removing access when staff leave.
10.4 We handle personal information in line with our Privacy policy.
10.5 If the agreement ends, we’ll give you an export of your data in a common format such as CSV at no cost, if you ask within 60 days.
11. Confidentiality
We keep your business information confidential and use it only for your project. We’ll disclose it only if you agree or the law requires it. We’re happy to sign your NDA if its terms are reasonable.
12. Your rights under Australian Consumer Law
Where the Australian Consumer Law applies, our services come with guarantees that can’t be excluded. Nothing in these terms limits those rights.
13. Limits on liability
13.1 Our commitment when something goes wrong is to put it right — testing fixes, adjustments, defect fixes, data restoration and support at no cost, as set out in clauses 5, 6 and 7.
13.2 Neither of us is liable to the other for indirect or consequential loss, including lost production, downtime, lost profit or revenue, lost contracts, or equipment failure or damage arising from use of or reliance on the system.
13.3 Our total liability for a project is limited to the total fees you’ve paid us for that project.
13.4 Where the Australian Consumer Law applies and allows it, our liability for failing to meet a consumer guarantee is limited to supplying the services again or paying the cost of having them supplied again.
13.5 We’re not liable to the extent a loss is caused or contributed to by you, your staff, your data, or third-party services outside our control.
13.6 Nothing in these terms limits liability for fraud, wilful misconduct, or anything the law doesn’t allow to be limited.
14. Ending a project
14.1 You can end a project at any time by written notice. You’ll pay for work completed up to the date of the notice, valued at the proposal’s rates or in proportion to the work done. If your deposit is more than that amount, we’ll refund the difference.
14.2 Either of us can end the agreement by written notice if the other breaches it and doesn’t fix the breach within 14 days of being asked to in writing.
14.3 When a project ends and completed work has been paid for, we’ll hand over everything built so far along with your data.
14.4 Clauses 8, 9, 11, 12 and 13 continue to apply after a project ends.
15. Resolving disputes
15.1 If a dispute comes up, tell the other party in writing. We’ll both try in good faith to resolve it within 20 business days, starting with a call.
15.2 If that doesn’t resolve it, either of us can refer it to mediation, such as through the Victorian Small Business Commission, before going to court. This doesn’t stop either of us seeking urgent relief from a court.
16. General
16.1 Neither of us is liable for delays caused by events outside our reasonable control. This doesn’t apply to paying invoices for work already done.
16.2 We may use subcontractors bound by confidentiality. We remain responsible for their work.
16.3 Neither of us can transfer the agreement to someone else without the other’s written consent, which won’t be unreasonably refused.
16.4 Notices under these terms are given in writing by email to the addresses in the proposal.
16.5 If any part of these terms is unenforceable, the rest still applies.
16.6 These terms are governed by the laws of Victoria, Australia, and the courts of Victoria have jurisdiction.
17. Contact
Questions about these terms? Get in touch.