Terms and Conditions

About us

We at Mom’s Friendly Development Company ("MFDC") pride ourselves on being as transparent as possible to ensure there are no misunderstandings within our relationships with our Customers.

If there’s anything you’re unsure about in our Terms and Conditions herein, please do not hesitate to contact us.

Nature of Your Agreement (1)

Your agreement with Us is subject to these Terms and Conditions. You are deemed to have accepted these Terms and Conditions if you commission, retain or otherwise engage Us pursuant to You being provided a copy of these Terms and Conditions, including but not limited to Us providing You with an estimate, quotation or Retainer (Service Agreement) (to which these Terms and Conditions are attached or refer), if you pay an invoice (to which these Terms and Conditions are attached or refer), or if you engage us by way of retainer, request, accept or otherwise receive goods or services from Us at any time after receiving notice of these Terms and Conditions.

The Terms and Conditions may only be amended by a document executed by Us. The Terms and Conditions prevail to the extent of any inconsistency with the terms and conditions of any document issued by You (whether before or after the date of any agreement between You and Us). No document issued by you imposes terms and conditions in addition to, or inconsistent with, those contained herein or contained in any agreement prepared by Us, unless expressly agreed to by Us pursuant to a separate document subsequently issued by Us.

Any agreement entered into between You and MFDC is made in Queensland, Australia and is to be governed by the law in force in Queensland.

Fees payable to MFDC (2)


(a) Generally:

Unless agreed otherwise in writing, We shall charge You on an hourly basis with to Our Hourly Rate from the date of our Agreement through to completion of the Work plus any disbursements and out-of-pocket expenses incurred by us in carrying out that work.

Our hourly rates are set out in Appendix A “Hourly Charge Rates” herein and different hourly rates will apply based upon the resource needed to provide those services to You, including but not limited to project management, technical resources (business / solution analyst / architect, programmer, tester), design services (graphic, print, web, creative), information technology services (technical specification, hardware / software configuration), consulting and strategic services.

Time is charged on an hourly basis or part thereof.

If We (the supplier) make a supply to You (the recipient) or another party under or in connection with this Agreement, then (unless the consideration is expressly stated to be inclusive of GST) the consideration for that supply is exclusive of GST, and in addition to paying or providing that consideration You must:

(i) pay to Us an amount equal to any GST for which We are liable on that supply, without deduction or set-off of any other amount; and

(ii) make that payment as and when the consideration or part of it must be paid or provided, except that You need not pay unless You have received a tax invoice (or an adjustment note) for that supply.


(b) Project Work:

Fees payable to Us for project work will be paid to Us in accordance with these Terms and Conditions and subject to the Scope Documentation (i.e. Project Estimate and Project Scoping Document) as agreed between the Customer and Us for Our services.

(c) Project Estimates:

We will endeavour to provide you with an estimate of fees to be charged for particular stages of work. An estimate is not a quote. Any estimate given by Us will be valid for 14 days and lapse if not accepted by you within this time.

Any estimate provided by Us for any stage of work may, unless expressly stated to the contrary, include an estimate of any reasonably foreseeable disbursements and expenses.


(b) Project Work:

Fees payable to Us for project work will be paid to Us in accordance with these Terms and Conditions and subject to the Scope Documentation (i.e. Project Estimate and Project Scoping Document) as agreed between the Customer and Us for Our services.

(d) Retainer (Service Agreement) Work:

With respect to a Retainer (Service Agreement) entered into with Us, the Retainer Fee must be paid weekly in advance pursuant to these Terms and Conditions herein and in accordance with the Retainer (Service Agreement).

Any services provided by Us in excess of the hourly allowance provided in exchange for payment of the Retainer Fee must be paid by You within 14 days of the date of invoice issued by Us.


(e) Disbursements and Out-of-Pocket Expenses:

All disbursements and out-of-pocket expenses reasonably incurred by Us in connection with services provided by Us are added to the fees payable by MFDC and must be paid by You.

These expenses may include, without limitation, expenses incurred by Us for travel, copywriting, illustration, photographic and other services, models, film, processing, printing, materials, equipment, couriers, catering, telephone calls, facsimile transmissions, on-line time, postage and sundries.


(f) Surcharge & Additional Charges

Additional charges may apply in excess of any amount payable by You in accordance with an estimate, quote, invoice or Retainer (Service Agreement) in circumstances where You request Us to provide goods and / or services on an urgent basis, outside of standard business hours (Monday to Friday, 9 am to 5 pm), on a Saturday, Sunday or Public Holiday or otherwise within a shorter time frame than previously agreed by Us.


(g) Payment Terms:

With respect to Project Work, unless previously agreed otherwise in writing, You must pay Us 40% of the total amount of the Project Estimate or agreed Deposit amount (where specified in the Project Estimate) prior to Us commencing any work. All remaining costs are payable to Us in accordance with the Payment Schedule (as set out in the Scope Documentation) and, in any other case, within 14 days from the date of the invoice being issued to You.

Without limiting the forgoing, irrespective of the basis on which the services are rendered, payment terms are strictly 14 days from date of invoice being issued. We are entitled to make written demand for any amounts outstanding and interest is payable by You from the date that any such payment was due and payable (or in any other case from the date of our written demand) on any amounts outstanding calculated by reference to the rate of pre-judgement interest to be applied by the Registrar when giving judgement under rule 283 of the Uniform Civil Procedure Rules 1999 (Qld) and set by Practice Direction pursuant to section 58 of the Civil Proceedings Act 2011 (Qld) or in any other case at a rate of interest to be adjusted on 1 January and 1 July each year and based on the Reserve Bank rate (cash rate) as at 30 June and 31 December each year + 4%.


Debt Recovery (3)

You will reimburse Us any costs and expenses reasonably incurred by us in seeking to recover outstanding amounts due to Us, including but not limited to debt collection fees and legal fees and expenses.

If Fees Payable to MFDC (2) are not paid by You in accordance with these Terms and Conditions, MFDC will engage the services of a debt recovery professional and all fees and charges with regards to debt recovery and the debt recovery professional and / or agency will be at the expense of the customer and may, at the option of MFDC, be added to the total fees and charges outstanding or form the basis of a separate amount to be recovered as a liquidated debt.

Debt recovery fees and charges include time and service incurred by MFDC, any professional or legal fees and expenses incurred by MFDC (whether paid by MFDC or not) arising from and in relation to the recovery or attempted recovery of amounts outstanding.

Your Responsibilities (4)

You must do all things reasonably necessary, and supply Us in a timely fashion with all materials reasonably required by Us, in order for Us to perform the services. This may include without limitation supplying copy, photographs and other visual or audio-visual material, and if required, performing sub-editing and copywriting. Without limiting Our rights under this agreement, if We are unable to complete any services because of Your actions or omissions, or if You instruct Us to cease or postpone any work, We may still render invoices for time expended or work already performed, including any disbursements incurred or agreed to by Us or any other Third Party.

You warrant that you are entitled to use, and to authorise Us to use, all visual elements, written expressions, trademarks and other components and content that You provide to Us. You are solely responsible for obtaining any permission associated with the use of such materials. You indemnify Us from any loss or damage of any kind (including legal fees and expenses on an indemnity basis) which We may suffer as a result of any breach or representation made by You, including without limitation the warranties given by You.

You must notify Us of any errors at the earliest opportunity and no later than any relevant sign-off stage as defined in the glossary, including any sign-off with any third party. We accept no responsibility for errors that You detect after any relevant sign-off stage or project closure date, nor for any loss or damage of any kind (including legal fees and expenses on any basis) which You or any third party may suffer or incur as a result, arising from or incidental to any error, defect or fault not being detected, or as a result of changes requested or required by You after any relevant sign-off stage or project closure date.

You must provide Us with a key-line credit or production credit on all artwork whenever it is practicable to do so. The credit must be in the form provided by Us.

Approval Procedure (5)

Where appropriate, we will provide a list of project stages or Milestones to be completed by Us. On completion of certain project stages, we may supply approval documents to be signed off by You (or Your pre-agreed signatory) or request that You participate (such as provide Customer feedback to Us or undertake Customer User Acceptance Testing) within a defined period.

You agree that upon the closure of any Customer participation period (whether for Customer feedback or testing or as otherwise defined in the Scope Documentation), and unless You notify us otherwise within such period, Your approval shall be deemed as being given as though sign-off were provided by You for work to be continued to be undertaken by Us in accordance with the project schedule and milestones as set out in the Scope Documentation.

You agree that upon the closure of any Customer participation period (whether for Customer feedback or testing or as otherwise defined in the Scope Documentation), and unless You notify us otherwise within such period, Your approval shall be deemed as being given as though sign-off were provided by You for work to be continued to be undertaken by Us in accordance with the project schedule and milestones as set out in the Scope Documentation.

Variation and Escalation Process (6)

In the event that Your requirements change during the course of our engagement after an approval document has been signed-off by You or Your pre-agreed signatory, including Scope Documentation, this will be considered to be a variation where it is not within the project scope.

Examples of a variation are:

  1. You make a change to the business requirements or acceptance criteria;
  2. You request a change to the functionality (or by adding further functionality), to the look and feel, source or target system, performance, deployment platform, accessibility or compatibility;
  3. You make a request for work which is not within the scope of the agreed works to be carried by Us;
  4. You request We carry out work outside of an agreed sequence or in advance to the agreed schedule;
  5. An hourly allowance estimate with no agreed cap for any project stage or milestone is exceeded.

Any variation will need to be assessed, understood and costed by Us and such variation documented (including a revised Scope Documentation and / or Design where necessary) by Us for approval by You (or Your pre-agreed signatory) before such variation will be considered to be in-scope of the works to be carried out by Us.

If the project schedule changes for any reason whatsoever affecting the projected delivery, payment dates and / or payment amounts (as set out in the Scope Documentation) the Customer agrees that MDFC is entitled to:

  • (a) Revise the Delivery Milestone & Payment Schedule for Customer Approval;
  • (b) Cease to carry out any further or subsequent work (at MFDC’s option) until the revised Delivery Milestone & Payment Schedule has been agreed;
  • (c) issue an invoice for payment by the Customer in accordance with these Terms and Conditions and any subsequent agreement entered into with Us for any work carried out by MFDC including any work with respect to a project stage, Milestone or Milestone Payment (including any Progress Payment) as set out in the Scope Documentation.

In the first instance the first point of contact will be the MFDC Project Manager and the person nominated as Your signatory. Any dispute or matter which cannot be resolved to either Our or Your satisfaction in the first instance and at this level then the matter will be escalated and submitted for informal resolution between the MFDC Director and, at the Customer’s option, the Customer’s business owner, chief executive officer or director.

Usage and Intellectual Property Rights (7)

We provide services on either a "license" or a "buy-out" basis. These are explained in greater detail below.

Where not specified, services are provided on a buy-out basis.

You agree that We may use any of the MFDC Material in a portfolio of work, and for that purpose, may link or otherwise refer to your website and / or content (whether an online or offline instance).

Intellectual Property – License Basis (8)

Where services are rendered on a license basis, We retain all rights, title and interest in the MFDC Material, including without limitation all copyright and other intellectual property rights.

Upon receipt of Your payment to Us of all fees and any outstanding amounts due to Us in full We will grant you a limited license to use the MFDC Material on the following basis, or as otherwise expressly agreed to in writing:

  • Limited use of the MFDC Material in only the final format in which the content is provided to You; and
  • Limited purpose of use of the MFDC Material for only the purpose expressly specified in writing and
  • Limited area of use of the MFDC Material within that coverage area, market and / or territory expressly specified in writing.

Generally, the format, the purpose and coverage area will be specified in writing at the time we were engaged, commissioned or otherwise retained by You to deliver the goods and services resulting in the production of the MFDC Material. In the event that the terms of use are not specified in writing We reserve the right to withhold any grant of license of use until those terms of use are expressed in writing and signed by both parties.

No interest in or entitlement to use the MFDC Material will pass to You until all payments and amounts due to us are made in full and those terms of use with respect to format, purpose and coverage area are expressed in writing and signed by both parties.

Without limiting the foregoing or Our rights in the circumstances, if the MFDC Material is either modified in format, used for any other purpose or in a coverage area, market or territory not previously agreed by Us in writing You must pay Us such further license fees as We would, in the ordinary course of our business, charge for that use otherwise not expressly agreed by Us.

Intellectual Property - Buy-Out Basis (9)

Where services are expressly provided to you on a buy-out basis, then, Upon receipt of Your payment to Us of all fees and any outstanding amounts due to Us in full, We will:

9.1 Grant to you a non-exclusive worldwide license to use, sell and modify any configuration, feature or program within or comprising the application stack or software suite delivered as part of the solution (subject to the rights and interests of any third party);

9.2 Subject to the above, assign all rights in the MFDC Material to You in all media throughout the world (subject to any term of copyright, intellectual property or right of a third party) without the need for further documentation, subject to these Terms and Conditions and in particular clauses 7 (Usage and Intellectual Property Rights) and 12 (Third Party Rights) herein and the rights and interests of any third party in the MFDC Material.

In plain English, this means that You (the customer) will own the content, materials, code created and supplied by Us in full with no license fees of any kind. With the exception of the application stack (which you are licenced to use as you please), any materials supplied by Us that are owned by a third party (for example audio or stock imagery) whereupon your right to own or use the third party material is subject to your payment(s) to Us (which may include a one off or ongoing payment by Us to a Third Party on your behalf) or to a Third Party Directly.

Confidentiality (10)

In the course of Us rendering services to You, each party may have access to information which is of substantial value to the other party and which is proprietary and confidential to the other party. This proprietary and confidential information may include but is not limited to any written technical data, devices, patents, processes, business methods, techniques, compilations, equipment, designs, sales and price lists, customer lists and customer contacts, products and services required or preferred by customers, business plans and projections, marketing plans and other business and financial information relating to the other party’s business.

Each party undertakes not at any time to divulge any such proprietary and confidential information of the other party to any other person, body corporate, associated entity or third party without the other party’s prior written consent except in the performance of either party’s obligations in accordance with these Terms and Conditions and / or separate agreement. This undertaking applies for the period We provide goods or services to You and continues to apply beyond the date the goods or services has been provided.

Nothing in this clause shall deprive either party of the right to use or disclose any information which was within the public domain and lawfully available to the public at the time it was obtained by that party or which thereafter becomes lawfully available to the public through no act or omission of that party.

On expiry or termination of this agreement, or any subsequent agreement between the parties, each party will, on request from the other party, deliver to the other party all documents, records or other materials in possession of the other party, in any and all media, which relate in any way to the business or affairs of the other party, including such documents, records and other materials which contain confidential or proprietary information of a kind referred to in this clause.

Privacy Policy (11)

You consent to the collection, processing and storage by MFDC of Your personal information in accordance with the terms of MFDC’s Privacy Policy which commits to compliance in accordance with the Privacy Act 1988 (Cth). The Privacy Act incorporates the Australian Privacy Principles (APPs). The APPs set out the way in which personal information must be handled. This policy applies to personal information of any Customer for whom we currently hold or may in the future collect.

Third Party Rights (12)

You acknowledge that in providing services to You (irrespective of the basis on which the services are rendered), We may sub-contract with third parties, including but not limited to third party software, photographers, copywriters, models, technicians and other talent. The rights granted to You by Us in the MFDC Material are subject to all bona fide third party rights attaching to the MFDC Material or any part thereof, and to the various copyright and intellectual property rights comprising in or depicted by the MFDC Material.

The individual components which in their entirety comprise the MDF Material (“the Components”) may include, but are not limited to models, characters, photographs, artistic works, copywriting, sound recordings, technical plans, technical data, software, hardware and cinematograph films. Any agreement between you and Us does not entitle You to exploit or otherwise deal with the Components separately from the MFDC Material as a whole. Unless agreed to the contrary in writing by Us, all responsibility for obtaining any necessary third party consents in respect of the MFDC Material or the Components shall lie with You.

Without limiting the foregoing, you warrant to Us that, in respect of any Components supplied by You (whether or not incorporated into the MFDC Material), You have obtained all necessary consents for Us to use and exploit those Components for the purpose as agreed between You and MFDC, and that such use by Us will not infringe the rights of any third parties anywhere in the world.

You indemnify Us from any loss or damage of any kind (including legal fees and expenses on an indemnity basis) which We may incur or suffer as a result of Your failure (alleged or proven) to obtain necessary consents or arising as a result of any representation made by you in relation to your right or entitlement to use any alleged infringing material or Component or alleged or actual breach by You of these Terms and Conditions, including without limitation the warranties given by you.

Exclusion or Limitation of Liability (13)

MFDC is not liable to You or any other person for any direct, indirect, consequential or incidental loss, damages or expenses of any kind arising from or relating to the supply of goods or services to You by Us. These Terms and Conditions will not be read or applied so as to purport to exclude, restrict or modify all or any of the provisions of the Competition and Consumer Act 2010 (Cth) (“the Act”) (or The Australian Consumer Law (Qld) as contained in schedule 2 of the Act) or the Sale of Goods Act 1896 (Qld) or any other law which cannot be excluded, restricted or modified.

Without prejudice to any of the foregoing, if We incur a liability to You under such legislation, or in the event of breach of these Terms and Conditions or those terms as express by any subsequent agreement between the parties, Our liability is limited to such of the following as We may nominate in Our discretion: (a) the replacement of the goods concerned or the supply of equivalent goods or services; (b) the repair of those goods; (c) the payment of the cost of replacing the goods or the supply of equivalent services; (d) the payment of the cost of having the goods repaired; or (e) the depreciated value of fees paid in respect of those goods or services.

MFDC Project Methodology (14)

MFDC use a stage gate project management methodology and will not deviate from this approach unless agreed by the customer and MFDC. The MFDC Project Methodology and corresponding deliverables for each project stage are as follows:

Stage Detail Deliverable(s)
1 Project Estimate The estimated price and breakdown of service from MFDC and any relevant 3rd party contractors. Project Estimate. ☞ The Customer is required to sign-off for project commencement.
2 Scope and Technical Research and Analysis Expanding upon the Estimate, the formal scoping of the Project provides a firm quote and identifies:
  1. Customer Requirements (functional and non-functional) against which the solution will be developed and tested;
  2. Deliverables;
  3. Time Frame (and any hourly allowances) for work to be carried out.
Scoping Document. ☞ The Customer is required to sign-off the Scoping Document before the Design stage commences.
3 Design - Prototype (Technical Design & Wireframes) Non-functional view of the system (generally a wireframe / high level design) is developed to meet requirements. This stage provides the Customer with a design overview of the technical design and an opportunity to provide feedback into the design process Design presentation and / or a high level design document (which may include a wireframe and / or screen walk through of a non-functional prototype). ☞ The System Build Stage commences following closure of the customer feedback period.
4a System Build (Alpha) This build stage is where the core of the system and database are constructed. A functional working prototype of the system (i.e. around 80% complete) to provide the Customer with an opportunity to “use” the system and “see” how the system meets the requirements. Presentation of a functional prototype for customer walk-through (i.e. around 80% of all functionality). ☞ The System Build (UAT Release) Stage commences following closure of the customer feedback period
4b System Build (Beta) This build stage is where all feedback is incorporated into the system and it is declared ready for User Acceptance Testing (UAT). The system is 100% complete. Any requested variation will require further scoping, costing and approval before inclusion into the completed build. Deployment of a complete system build (with all functionality) into a test environment ready for Customer’s User Acceptance Testing (UAT).
4c System Integration (if required) This is not a standard stage and is used if required. This is where the system has a requirement to integrate with 3rd party products and / or solutions. Customer and / or MFDC perform system integration testing against set criteria. MFDC addresses any defects and releases further builds for re-testing.
5 Customer User Acceptance Testing The Customer performs tests against the User Acceptance Testing criteria. MFDC addresses any defects to ensure system meets requirements and releases further UAT builds for re-testing by the Customer. This stage does not introduce any new functionality to the application unless agreed by approved variation. The Customer is required to sign-off the UAT Closure Report before proceeding to the next stage.
6 Application Packing and Handover MFDC will package the system ready for hosting or deployment and provide this to the customer. The Customer is required to sign-off the Handover Document before the application is packaged and provided to the Customer.

Hourly Allowances (15)

(a) Project Work

With respect to Project Work, where an hourly allowance has been provided We estimate that the relevant project stage or deliverable will be concluded within that hourly allowance specified. The Customer is not entitled to any credit, discount or reduction where that stage or deliverable is achieved or not achieved within the hourly allowance specified.

Should we agree to cap our allowance of hours MFDC agrees to not charge you for any additional hours incurred in excess of that hourly allowance for that given stage or deliverable.

Where no hourly allowance cap applies for a specified deliverable or stage and the hourly allowance is to be exceeded, MFDC shall notify you as soon as practicable. MFDC reserves its rights to issue a revised costs estimate for the work necessary to complete that deliverable or stage to be approved by You before work shall proceed.

(b) Retainer (Service Agreement) Work:

With respect to work provided subject to a Retainer (Service Agreement) entered into by You with Us, MFDC shall provide services up to the number of hours specified as the Hourly Allowance in the Retainer Agreement in exchange for payment of the Retainer Fee. In the event that the MFDC performs those services set forth in the Statement of Work or as otherwise directed by the Customer and agreed by MFDC within the Hourly Allowance for that period, MFDC shall be entitled to full payment of the Retainer Fee for that period without reduction.



Thank you for taking the time to read our Terms and Conditions. For more about our professional services please contact one of our team members on +61 7 56097658.


Glossary of Terms:

“We”, “Our”, “Us” refers to 1337 Pty Ltd as trustee for Mom's Friendly Development Company Unit Trust ("MFDC").

“You”, “Your” refers to the client or customer of MFDC.

“MFDC” means Mom’s Friendly Development Company.

“MFDC Material” means the Intellectual Property, designs, plans, artistic works, audio-visual material, trade-marks, logos, hardware, software and other material and content created or otherwise arranged or composed by Us.

“Component” means the individual components which in their entirety comprise the MDF Material, including intellectual property rights attaching to those components held by any person or third party.

“Customer” means any party or parties that enter into a contract or agreement (or are identified as a stakeholder therein) with MFDC for Our supply of services or goods to them.

“Intellectual Property” means the registered and unregistered rights in copyright material, patents, trademarks, service marks, trade names, logos, designs, layout, images, techniques, formulas, business models, methods, process, know how, source code (whether compiled, machine readable or otherwise), customer lists (including names, email addresses and CRM data and customer database), URL, domain name web site and web content and any arrangement or composition of the above.

“Mandatory” means a requirement data must be completed. This is required to be provided by the Customer in order to complete development.

“Milestone” means a set deliverable or outcome as defined in the Scope Documentation. A milestone may also refer to a corresponding payment (“Milestone Payment” or “Progress Payment”) to be made by You to Us upon or leading up to a Milestone being met.

“Milestone” means a set deliverable or outcome as defined in the Scope Documentation. A milestone may also refer to a corresponding payment (“Milestone Payment” or “Progress Payment”) to be made by You to Us upon or leading up to a Milestone being met.

“Prototype” means a development version of the system/application. It will not have all functionality ready but be representative of the core system capabilities.

“Retainer” or “Retainer (Service Agreement)” means an agreement between Us and the Customer whereby We agree to provide an allowance of hours for services to be provided by Us in exchange for payment of a Retainer Fee and payment of Additional Services Fee at our hourly charge rate for the resource or service provided by MFDC in excess of the value of the Retainer Fee for that period.

“Terms and Conditions” means this document being the terms and conditions included into any agreement with respect to Our provision of goods and services to You, including these terms as amended by Us from time to time.

“Scope Documentation” means the documents produced by MFDC in consultation with You which defines the breadth of the work to be undertaken by Us such as Milestones, Timeframes, Costs including but not limited to the MFDC Estimate and the MFDC Scoping Document.

“Sign Off” means any defined stage gate during the course of delivery where the customer is required to sign off for decision or approval for the project to proceed to the next stage.

“System Administrator” means the user(s) responsible for the maintenance of the system as a whole. This user(s) is expected to have full administrative permissions, comprehension and access to the system, including but not limited to its web based interface, mobile interface, payment interface, business layer and database.


Appendix A “Hourly Charge Rates”

Please contact MFDC for up-to-date Hourly Charge Rates.