Agreement to Terms
These Terms and Conditions ("Terms") govern your use of the Vanilla Drop Code website and any services provided by Vanilla Drop Code ("we", "us", "our"), a digital product studio based in Melbourne, Australia.
By accessing our website, submitting an enquiry, or engaging us for services, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, please do not use our website or engage our services.
Our Services
Vanilla Drop Code provides digital product development services including, but not limited to:
- Website design and development
- SaaS platform development
- Mobile application development (iOS and Android)
- Web application development
- UI/UX design
- API development and integration
The specific scope, deliverables, timeline, and pricing for each project will be defined in a separate project agreement or statement of work agreed upon by both parties prior to commencement.
Third-Party Development Partners
Vanilla Drop Code reserves the right to engage third-party development companies, freelance contractors, or specialist agencies to assist with or fully deliver any project. This may include overseas development companies or individual contractors.
By engaging our services, you acknowledge and agree that:
- Your project may be assigned to, or worked on by, one or more third-party partners selected by Vanilla Drop Code
- Project information, including briefs, requirements, designs, and specifications, may be shared with these third parties as necessary to complete your project
- Vanilla Drop Code will remain your sole point of contact throughout the project and takes full responsibility for the standard of work delivered
- All third-party partners are bound by confidentiality obligations and are prohibited from using your project information for any other purpose
- The quality and timely delivery of the project remains the responsibility of Vanilla Drop Code, regardless of which parties are involved in execution
We will not disclose the identity of our third-party partners without your request, and you will never be required to deal directly with them unless you expressly choose to.
Payment Terms
Payment terms will be specified in your individual project agreement. In general:
- A deposit is required before work commences — the amount will be agreed upon in writing
- Milestone payments may apply for larger projects as outlined in the project agreement
- Final payment is due upon completion and prior to final delivery of files or handover of access
- All prices are in Australian Dollars (AUD) unless otherwise agreed in writing
- Invoices are due within 14 days of issue unless otherwise specified
- Late payments may result in work being paused until outstanding amounts are settled
Intellectual Property & Ownership
Upon receipt of full payment, all custom work created specifically for your project will be transferred to you. This includes design files, source code, and any other deliverables outlined in your project agreement.
Until full payment is received, Vanilla Drop Code retains all intellectual property rights over work completed.
You grant us the right to use your project in our portfolio and promotional materials unless you request otherwise in writing prior to project commencement. Any such request will be honoured.
Third-party tools, libraries, frameworks, or software used in your project remain subject to their own respective licences.
Client Responsibilities
To ensure a smooth and timely project, you agree to:
- Provide all required content, materials, assets, and information in a timely manner
- Provide clear and constructive feedback within agreed timeframes
- Ensure that any content or materials you supply do not infringe third-party rights
- Designate a single point of contact on your side to communicate decisions and approvals
Delays caused by late feedback, missing content, or unavailability on your part may affect the agreed timeline. Vanilla Drop Code is not liable for delays resulting from your failure to meet these responsibilities.
Revisions & Changes
The number of revision rounds included in your project will be specified in your project agreement. Revisions that fall outside the agreed scope, or requests made after a project phase has been signed off, may be treated as additional work and quoted separately.
Significant changes to scope, requirements, or direction after project commencement may result in revised timelines and additional costs, which will be communicated and agreed upon in writing before proceeding.
Limitation of Liability
To the maximum extent permitted by law, Vanilla Drop Code's total liability for any claim arising from or related to our services is limited to the total amount paid by you for the specific project giving rise to the claim.
We are not liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of revenue, loss of data, loss of business, or loss of profits, even if we have been advised of the possibility of such damages.
We do not guarantee that our deliverables will be error-free, uninterrupted, or free from third-party compatibility issues after handover.
Confidentiality
Both parties agree to keep confidential any sensitive business information shared during the course of the engagement. Vanilla Drop Code will not disclose your proprietary business information to any party other than those directly involved in delivering your project, and only to the extent necessary to do so.
If you require a formal Non-Disclosure Agreement (NDA) prior to sharing sensitive information, please let us know before the project commences and we will arrange this.
Termination
Either party may terminate a project engagement with written notice. In the event of termination:
- You are liable for payment of all work completed up to the date of termination
- Any deposit paid is non-refundable unless otherwise agreed in writing
- Work completed to date may be delivered to you upon receipt of outstanding payment
- Vanilla Drop Code reserves the right to terminate an engagement immediately in cases of non-payment or breach of these Terms
Governing Law
These Terms are governed by the laws of the State of Victoria, Australia. Any disputes arising from these Terms or your engagement with Vanilla Drop Code will be subject to the exclusive jurisdiction of the courts of Victoria, Australia.
Changes to These Terms
We reserve the right to update these Terms at any time. Changes will be reflected on this page with an updated date. Your continued use of our website or services after any changes constitutes acceptance of the updated Terms.
For any questions about these Terms, contact us at contact@vdropcode.com.