Terms and Conditions

Last Updated: 12 February 2026

1. Introduction

Welcome to Amoeboid (the "Website"), located at https://www.amoeboid.xyz/ .

These Terms and Conditions ("Terms") govern your access to and use of the Website, and the supply of any software, technology solutions, or consulting services (collectively, the "Services") by Amoeboid Pty Ltd (ACN 684 786 267) ("Company", "we", "us", or "our").

By accessing the Website or engaging our Services, you agree to be bound by these Terms. If you do not agree, you must cease using the Website and Services immediately.

2. Services

2.1 Scope

We provide technology and software services as described on our Website or in a specific Statement of Work ("SOW") provided to you.

2.2 Engagement

A binding agreement is formed when you accept a quote, sign an SOW, or proceed with payment for our Services.

2.3 Amendments

We reserve the right to amend the Services or these Terms at any time. Material changes will be communicated to existing clients.

3. User Obligations

You agree that you will:

4. Fees and Payment

4.1 Fees

Fees for our Services are specified in the applicable invoice or SOW.

4.2 Payment Terms

Unless otherwise agreed in writing, all invoices are due and payable within fourteen (14) days of the invoice date.

4.3 GST

All amounts are quoted in Australian Dollars (AUD) and, unless stated otherwise, are exclusive of Goods and Services Tax (GST).

4.4 Late Payment

If you fail to pay any invoice when due, we may suspend the Services and charge interest on the overdue amount at a rate of ten per cent (10%) per annum, calculated daily.

5. Intellectual Property Rights

We take the protection of our Intellectual Property seriously.

5.1 Definitions

Background IP means all non-client-facing software, source code, back-end systems, algorithms, methodologies, internal tools, and libraries developed by or for Amoeboid Pty Ltd. Background IP is strictly proprietary to Amoeboid Pty Ltd.

Front-Facing Deliverables means the specific front-end user interfaces, visual assets, and client-side executable software explicitly identified in the Statement of Work (SOW) for delivery to you.

5.2 Ownership of Background IP (No Sharing)

Amoeboid Pty Ltd retains exclusive ownership of all Background IP. Nothing in this Agreement transfers any title, ownership, or interest in the Background IP to you.

For the avoidance of doubt, we do not share, disclose, or provide access to our Background IP (including backend source code) under any circumstances. You acknowledge that your engagement does not entitle you to view or possess the Background IP.

5.3 Rights to Front-Facing Deliverables

Upon full payment of all applicable fees, we grant you a perpetual, non-exclusive, non-transferable licence to use, display, and interact with the Front-Facing Deliverables solely for your internal business purposes.

5.4 Restrictions

You must not, and must not allow any third party to:

6. Confidentiality

6.1

Each party agrees to keep confidential any non-public information disclosed by the other party ("Confidential Information").

6.2

We will not disclose your Confidential Information to third parties except as required by law or to our employees and contractors who need to know such information to deliver the Services.

7. Warranties and Liability (Australian Consumer Law)

7.1 Consumer Guarantees

Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)).

7.2 Limitation

To the maximum extent permitted by law:

7.3 "As Is"

Except for non-excludable rights under the Australian Consumer Law, our Services and software are provided on an "as is" basis.

8. Termination

8.1 By Us

We may terminate or suspend your access to the Services immediately if you breach these Terms (including non-payment of fees) and fail to remedy the breach within seven (7) days of notice.

8.2 Effect

Upon termination, your right to use the Services ceases, and you must return or destroy any of our Confidential Information or Intellectual Property in your possession.

9. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Victoria, Australia.

You irrevocably submit to the exclusive jurisdiction of the courts of Victoria and the Commonwealth of Australia for the resolution of any disputes.

10. Contact Us

Amoeboid Pty Ltd
ACN: 684 786 267
ABN: 53 684 786 267
Email: hello@amoeboid.xyz
Website: https://www.amoeboid.xyz/