Terms and conditions

MVP Ventures Pty Ltd ABN 37 622 309 540 (“we” / ”us” / “our”) offers to the Client/s named in the Proposal(“you”) for you to enter into an agreement with us on the terms contained herein or in the Proposal. You accept our terms by asking us to proceed after receiving our Proposal and/or by confirming acceptance in writing and/or by signing and returning the Proposal (“Agreement”).

1. THE SERVICE
   1. This Agreement sets out the terms and conditions on which we will provide you, and you agree to receive, the work set out in the Proposal (the ‘ Services’).
   2. We will carry out the Services with due care, skill and diligence and, as far as is reasonable, keep you informed of the progress of the Services.
   3. The Service may be performed in the stages described in the Proposal (each a “Stage”) unless agreed otherwise in writing between the parties. We may elect to perform each of the Stages out of order (or in no particular order) if we consider such to be necessary in our sole discretion (acting reasonably) but at all times in consultation with you.
   4. The parties may, from time to time, agree to vary the Proposal with additional services (“Additional Services”) and if so, you agree to pay for the Additional Services at our usual hourly rates and/or we may provide you with an updated Proposal as soon as practicable setting out (among other things):
      1. the cost of the Additional Services payable by you;
      2. the estimated timeline for delivery of the Additional Services; and
      3. such other conditions applicable to the Additional Services

      (the “Additional Services Proposal”).

   5. Neither party will be bound to comply with the Additional Services Proposal until accepted in writing by you. If you accept the Additional Services Proposal, you acknowledge that these terms and conditions shall apply.
   6. We will update you about and/or deliver the Services (and any Additional Services) to you from time to time and such updates and/or delivery create a rebuttable presumption of acceptance of the Services (and any Additional Services).
   7. You acknowledge that the Services are provided on a time-based subscription model and not based on specific deliverables or fixed timeframes. The Services may include the design, development, deployment, maintenance or enhancement of AI Agents, which vary in complexity and delivery duration. Accordingly, while we will prioritise delivery of high-impact AI Agents as outlined in the Proposal or agreed roadmap, you acknowledge that no agent or feature is guaranteed to be delivered within a particular month or period, and you are purchasing access to a skilled delivery team-not guaranteed outputs.
   8. As part of the Services, you will have access to our team, which may include an AI Agent Discovery Consultant, AI Solutions Analyst, Automation Developer, Quality Assurance Lead, and Project Manager. The allocation of personnel and their time will be at our sole discretion, based on scope complexity, prioritisation, and progress from prior work. You acknowledge that we provide advisory, technical and execution support for Go-to-Market (GTM) campaigns.
   9. You acknowledge and agree that any advice, strategy, messaging frameworks, or campaign plans delivered by us are intended as general guidance only and is not to be relied upon as professional or financial advice. You acknowledge and agree that you must conduct your own independent assessment and are responsible for all commercial decisions made by you in reliance on the Services. You acknowledge and agree that we make no guarantee as to the future success, profitability of or any potential outcome for your business through the use of the Services.
   10. Unless specifically agreed upon in writing by us, the Services we will provide do not include:
       1. custom software or app development outside the automation scope;
       2. data entry or manual administrative services;
       3. legal or HR compliance review of AI-generated outputs;
       4. full CRM migration or redesign (beyond automation touchpoints);
       5. ongoing support for legacy systems or inactive agents;
       6. third-party software licenses or API subscription fees (e.g. OpenAI, n8n, SharePoint, Qwilr, CRM platforms);
       7. any services or deliverables not explicitly mentioned as in-scope.
2. TERM
   1. This Agreement commences on the Commencement Date and will continue on a month-to-month basis until terminated by either partyunder clause 11. Each billing month shall constitute a continuous cycle of ongoing service access, regardless of deliverable status.
3. INVOICING AND PAY TERMS
   1. In consideration of the provision of the Services in accordance with the Proposal and this Agreement, you agree to and must pay us the Service Fee.
   2. You agree to reimburse us for reasonable expenses we incur on your behalf in performing the Services (‘Disbursements’).
   3. For any work performed by us which is not covered by the Services Fees included in the Proposal or Additional Services Proposal, will we charge fees on the basis of hourly rates (see clause 4.5), any part hour charged (i.e. time that is less than one (1) hour) will be charged in 15-minute units.
   4. We will issue tax invoices for the Service Fee, Disbursements, and such other monies due to us by you pursuant to this Agreement from time to time and otherwise upon requests by you for Additional Services. Tax invoices will be compliant with the GST Act and unless expressly stated as being inclusive of GST, you must pay GST on any amount payable under this Agreement. You authorise us to deliver tax invoices to you electronically.
   5. Tax invoices are due for payment within seven (7) days from receipt unless otherwise directed by us in writing. We may refrain from performing all or any part of the Services (or Additional Services) until payment is received by us.
4. OUR PRICING POLICY
   1. We reserve the right to amend our fees in connection with the provision of the Services (including by increasing our usual hourly rates) from time to time and during the Term of the Agreement. If we make any changes to our fees or charges, we will provide you with 30 days’ notice of any such change (“New Rates”).
   2. If you do not wish to proceed under the New Rates, you must provide notice to us in writing expressly stating that before expiry of the notice period in clause 4.1 above, in which case this Agreement ends on completion and payment of the current Stage.
   3. If we do not receive a valid notice under clause 4.2 above, the New Rates will take effect from the expiry of the notice period in clause 4.1 and be incorporated into the Proposal and this Agreement from that time.
   4. If pursuant to the Proposal or this Agreement the Services are delivered in Stages, and either party terminates this Agreement for any reason before completion of any such Stage (including pursuant to clause 4.2 above), you will be liable to and must pay us for partial completion of the Services at our usual hourly rates for all hours we have worked up to and including the date of termination.
   5. Our usual hourly rates are available here.
5. SECURITY AND NON-PAYMENT
   1. You agree we may charge interest on overdue amounts at the standard contract default rate published by the Queensland Law Society from time to time, calculated daily and compounding monthly, until we are paid in full.
   2. In addition to 5.1 above, where any amounts due for payment by you are outstanding in excess of 7 days, we may, in our sole discretion, do any one or more of the following:
      1. require you to pay the Service Fee for each Stage in advance prior to commencing or continuing to provide the Services;
      2. suspend providing any Services (or any part of the Services);
      3. engage a debt collection agency to recover the amounts owing;
      4. commence court proceedings against you to recover the debt including interest and costs; and/or
      5. terminate the Agreement without notice.
   3. You acknowledge that we are not obliged to do all or any of the matters set out in 5.2 above, in any particular order (or at all). To avoid doubt, we are entitled to commence court proceedings against you to recover the debt, without having referred the matter to a debt collection agency prior.
   4. You agree to pay and indemnify us for any and all Losses, expenses, costs, fees or outlays we incur in recovering or seeking to recover any amounts owed by you under this Agreement including but not limited to the fees charged by the debt collection agency. All such all Losses, expenses, costs, fees or outlays costs shall be recoverable in full as a debt owed by you to us.
   5. You agree to charge all your property, both real and personal, as security for the liabilities incurred pursuant to this Agreement and you consent to our registering a caveat over any land owned or held by you and/or registering a security interest on the PPSR.
   6. You agree that we may recover from you the price of the Services and any Disbursements together with all interest and any debt recovery costs (including legal costs on a full indemnity basis) as a liquidated debt, without set-off or deduction irrespective of any Claim you may have or assert against us.
6. OUR PERSONNEL AND WARRANTIES
   1. We will provide relevantly experienced personnel to perform the Services, and you acknowledge and agree that we may (in our sole discretion) change such personnel and/or subcontract all or any part of the Services to third parties (“Our Personnel”).
   2. You may, by notice in writing to us, request we cease providing a particular individual of Our Personnel, if you consider, on reasonable grounds that:
      1. the particular individual is not carrying out the Services pursuant to this Agreement; or
      2. has failed to adequately follow your policies/directions.
   3. If we receive a notice from you as set out in clause 6.2 above, we will take reasonable steps to, as soon as practicable, cease to provide the particular individual if we consider it is appropriate to do so.
   4. We warrant that:
      1. we will use reasonable care and skill in performing the Services to the standard reasonably expected within the industry of a provider of services of the type provided under this Agreement;
      2. we are a company duly incorporated and have the power and authority to enter into this Agreement on the terms set out herein;
      3. we have all permits, licences and authorisations required to perform the Services;
      4. we will comply with all statutory provisions, regulations, orders and by-laws of any government, municipal or statutory authority which relate to the provision of the Services in the applicable jurisdiction.
7. YOUR OBLIGATIONS DUTIES AND WARRANTIES
   1. You agree to:
      1. co-operate with us and Our Personnel in the provision of the Services and provide access to such documentation, information and facilities as we reasonably require; and
      2. ensure that your employees, agents and contractors co-operate with and assist us and Our Personnel.
   2. It is important you respond to our requests promptly as this ensures continuity of the Services. Delay is a particular risk where we cannot obtain from you the instructions or materials we need on a timely basis. You can help us, and yourself, by:
      1. giving clear directions and funds as needed;
      2. telling us if you have any important time limits;
      3. telling us if you change your contact details;
      4. telling us if you will be unavailable for any periods of time; and
      5. satisfying yourself as to any commercial aspects and asking us about anything you are uncertain about;
      6. ensuring that you have all the third-party software which we have advised is recommended or necessary for the provision of the Services;
      7. promptly engaging subject matter experts where recommended by us.
   3. You warrant that:
      1. you have all necessary, current and enforceable rights and licences to provide the instructions, code, imagery and other materials you provide to us;
      2. any data, content or information you provide to us-whether for AI Agent training, CRM configuration, messaging, or campaign targeting-is lawful, accurate, and compliant with all applicable privacy, spam, and data protection laws (including but not limited to the Privacy Act 1988 (Cth), Australian Privacy Principles, GDPR and Spam Act 2003). We shall not be liable for, and you agree to indemnify us for, any Claims, Losses, penalties or breaches arising from your failure to obtain appropriate consents or comply with relevant legislation;
      3. any person who provides us (or Our Personnel) with direction is authorised by you to do so and following any such direction and providing the Services will not cause us to contravene any laws, including advertising standards, competition or consumer laws, gambling regulations, copyright or other intellectual property laws or third-party rights; and
      4. where any of Our Personnel or agents attend at a location nominated by you, the location will be safe, secure and suitable for the performance of the Services.
8. INTELLECTUAL PROPERTY, LICENCES AND PUBLICATIONS
   1. You acknowledge that we may, in our sole discretion, make use of the intellectual property of third-parties including open source modules and code, APIs, tools, and platforms under separate license terms (including but not limited to OpenAI, Lindy, N8N, Zapier, and other integrations) (‘Third-Party IP’) in the provision of the Services and that each third-party retains all ownership, rights and Intellectual Property Rights associated with the Third-Party IP. The Services may incorporate, or integrate with existing Third-Party IP, and you acknowledge and agree:
      1. that nothing in this Agreement will be, or will be implied as, a transfer, assignment, novation or licence to you of all or any part of the Third-Party IP;
      2. that source code may not be available or provided (in our sole discretion);
      3. to be bound by and comply with any applicable open source or third-party licencing and usage terms as notified to you; and
      4. to pay and indemnify us from any Claims and Losses or any other liabilities whatsoever arising from your breach of such third-party conditions or use of third-party licences and associated terms of use.
   2. Each party to this Agreement (you and us) will retain ownership and all rights and Intellectual Property Rights to and associated with the party’s own background intellectual property, including but not limited to all rights, title and interest in pre-existing methodologies, frameworks, processes, libraries, tools, imagery, trade marks, products or technologies created, adapted or used by the parties in the course of their respective businesses in existence prior to the Commencement Date (‘Background IP’).
   3. You agree that we retain ownership, all rights and Intellectual Property Rights including any and all Moral Rights associated with any facilitating technologies, frameworks, code, methods, AI models, and the content of reports, manuals, training materials and/or other copyright content that is not specific to the Customer’s input or outcomes (excluding Third-Party IP) developed prior to and during the Term of this Agreement (‘Development Base’).
   4. The Intellectual Property Rights (excluding Moral Rights, Background IP insofar as it relates to us, Development Base and Third-Party IP) in the Services (‘Services IP’) vests in and is owned by us and is assigned to you only upon payment of all sums due to us pursuant to this Agreement.
   5. Upon assignment of the Services IP pursuant to clause 8.4 above, you grant back to us a non-exclusive, worldwide, irrevocable, perpetual and royalty-free licence to:
      1. retain and use all and any part of the Services IP (excluding Background IP insofar as it relates to you) for commercial purposes, including for work for other clients;
      2. use, modify, transform, adapt and further develop the Services IP (excluding Background IP insofar as it relates to you) in any form as we see fit for future marketing, publications, competitions, promotional uses, work and/or to commercialise it in the ordinary course of business; and
      3. train or fine-tune other AI Agents, models and tools using anonymised structures or logic derived from your implementation (excluding any personally identifiable or confidential data).
   6. You agree we may advertise any part of the Services.
   7. This clause 8 survives termination of the Agreement.
9. CONFIDENTIALITY
   1. Each party acknowledges that in the course of performing its obligations under this Agreement it may receive Confidential Information which is proprietary and confidential to the other party.
   2. Each party agrees not to use or disclose Confidential Information of the other party except to the extent necessary to perform obligations under this Agreement.
   3. Despite clauses 9.1 and 9.2 above, either party may use or disclose Confidential Information only to the extent necessary in the following circumstances:
      1. to comply with any law, binding directive of a regulator or a Court order;
      2. to obtain professional advice in relation to matters arising in connection with this document where the advisers agree to be bound by the same obligations of confidentiality; or
      3. to enforce the terms of this Agreement.
   4. This clause 9 survives termination of the Agreement.
10. FORCE MAJEURE
    1. Neither party shall be liable to the other for any delay or failure in performance of any obligations pursuant to this Agreement if such delay or failure of performance is due to the existence of a Force Majeure Event.
    2. Notwithstanding clause 10.1 above, if a party is affected by a Force Majeure Event, such party must exercise reasonable commercial attempts to mitigate the delay and/or failure in performance of its obligations.
    3. If a delay or failure by a party (the ‘Affected Party’) to perform its obligations due to a Force Majeure Event exceeds 60 days, the non-affected party may terminate this Agreement with immediate effect by serving notice in writing to the Affected Party.
    4. Notwithstanding clauses 10.1 to 10.3, nothing in this clause 10 applies to your obligations under this Agreement to pay the Services Fees and any other amounts to us on time.
11. TERMINATION
    1. You may terminate this Agreement with 90 days’ written notice. During the notice period, Services will continue and you will remain liable to pay Service Fees for any Services provided up to the end of the notice period, including partial months of agent development, discovery, or backlog work.
    2. Either party may terminate this Agreement if a party (the “Defaulting Party”) is in default of any of its obligations under this Agreement and fails to remedy such default within 30 days of receipt of a notice setting out the default from the other party. You acknowledge and agree that delays in the delivery of specific Go to market services, AI Agents or milestones-where work is ongoing in good faith-shall not, on their own, whether that is a part or the entirety of the Services, constitute a default or grounds for termination.
    3. Notwithstanding any clause to the contrary, we may immediately terminate this Agreement if:
       1. you, being an individual:
          1. die, have reduced capacity or have a guardian, personal representative or attorney appointed;
          2. utilise the bankruptcy legislation;
          3. fail to comply with any order of a Court; or
       2. you, being a body corporate:
          1. commit an act that would result in a corporation being deemed to be insolvent;
          2. appoint or have appointed to it any form of external manager to conduct its affairs;
          3. fail to comply with any order of a Court;
          4. are, or appear to be unable to pay its debts as and when they fall due; or
       3. you fail to make payment of amounts due under this Agreement for more than 7 days; or
       4. you prevent, whether by action or inaction, the performance of our obligations under this Agreement or our ability to exercise rights under this Agreement.
    4. If this Agreement comes to an end or is terminated for any reason, we will render and issue to you a final tax invoice for all amounts due to us as at the termination date (‘Final Invoice’). The Final Invoice will include any and all Disbursements and fees for the Services charged on the basis of our usual hourly rates, incurred or accrued but not yet invoiced or paid as at the termination date.
    5. Upon termination of this Agreement:
       1. each party will retain all Intellectual Property Rights to its own Background IP;
       2. we will retain all Intellectual Property Rights to the Development Base;
       3. to the extent that the Services are complete, and all sums due to us by you have been paid, the Services IP will vest in you; and
       4. all Third-Party IP will vest in the third-party owner.
12. LIMITATION OF LIABILITY
    1. You acknowledge that we use third-party large language models (LLMs), open-source tools, and AI platforms (including but not limited to OpenAI, Lindy, N8N, Zapier) to deliver AI Agents, automations, and related services, and that the Services provided under this Agreement may include the use of these models, systems, and integrated platforms. You acknowledge and agree that:
       1. Despite our best efforts, AI-generated outputs may be unpredictable, contain inaccuracies or produce unintended results including but not limited to content which:
          1. is illegal;
          2. infringes any intellectual property rights (including copyright) of another person; and
          3. may cause you to be in breach of your contractual and other legal obligations.
       2. AI-generated outputs are created based on the information and criteria which is input into any Ai platform or AI Agent by the user and that you are solely responsible for all such inputs and all results of such inputs (including but not limited to the outputs) by you and your officers, shareholders, employees and agents and you must ensure that any such use of any AI platform and AI Agents and any information output by the AI platform and AI Agents complies with all laws and any relevant industry code of practice including but not limited to Australia’s AI Ethics Principles.
       3. You must not, and you must ensure that your officers, shareholders, employees and agents do not, use any AI platform or AI Agent for the purpose of generating content which:
          1. is illegal;
          2. infringes any intellectual property rights (including copyright) of another person; or
          3. may cause you to be in breach of your contractual and other legal obligations.
       4. We do not warrant or guarantee the accuracy or suitability of any AI-generated outputs.
       5. You are solely responsible for, and you must review and approve all AI-generated outputs prior to your every use of any such AI-generated outputs in a live environment and you must ensure that, before each use, any outputs from AI Agents or automations:
          1. comply with all applicable laws;
          2. do not infringe any third party’s intellectual property rights; and
          3. comply with all your relevant legal, ethical and commercial obligations.
       6. We do not warrant or guarantee:
          1. specific business outcomes;
          2. revenue increases;
          3. the lawfulness of any AI-generated outputs; or
          4. the accuracy of any AI-generated outputs.
       7. We do not warrant or guarantee the achievement of specific marketing outcomes or performance metrics (including but not limited to customer acquisition, revenue growth, or return on ad spend). Campaign performance may be affected by numerous external factors beyond our control, including platform algorithms, market conditions, audience behaviour, and budget allocations.
       8. We are not liable for any loss, damage, or liability (including direct, indirect, incidental, or consequential losses) arising from your use, reliance on, or distribution of AI-generated outputs.
          1. Our ability to perform the Services is dependent on timely access to information, content, approvals, and systems as reasonably requested, and that any delays in providing such inputs may extend the project timeline and may impact deliverable quality or business outcomes. We will not be held liable for any delay, failure, or underperformance resulting from your failure or delay in providing such inputs.
    2. Neither party will be liable to the other for any consequential, indirect or incidental loss other than in accordance with clause 5, loss of profits, lost production or revenue, damage to plant and equipment, loss of anticipated savings, loss of opportunity, business reputation or damage to goodwill arising from or in connection with the performance of any obligations under this Agreement.
    3. If you are a ‘consumer’ as defined in the Australian Consumer Law, nothing in this Agreement restricts, limits or modifies your rights or remedies against us for failure of a statutory guarantee under the Australian Consumer Law.
    4. Except to the extent expressly required by law, we make no warranties or representations in relation to any Services supplied by us other than those expressly agreed with you in writing, and all terms conditions, warranties and undertakings whether express, implied, statutory or otherwise relating in any way to the Services are excluded.
    5. To the extent permitted by law, our liability, if any, arising out of or in connection with the supply of Services under this Agreement, including for negligence, is limited to a refund of the amount paid for the relevant Services.
    6. If, in providing any Services to you, any of our officers, shareholders, employees and agents are required to attend any of your internal meetings or any meeting you have with any third party, you acknowledge and agree that:
       1. our relationship with you is always as an independent contractor and never as a partner, officer, employee or agent of yours;
       2. any advice, comments or suggestions provided by our officers, shareholders, employees and agents are provided in their capacity as officer, shareholder, employee or agent (as relevant) of us;
       3. any advice, comments or suggestions provided by our officers, shareholders, employees and agents is based on the information readily available to the person at the time and their limited understanding of the subject matter;
       4. the advice, comment or suggestion may not be complete or accurate and should not be relied upon by you;
       5. you must conduct your own independent assessment of the advice and all relevant factual and legal circumstances, and

       that you are solely responsible for all decisions made by you whether or not you relied on any such advice, comment or suggestion from any of our officers, shareholders, employees and agents.

    7. This clause 12 survives termination of the Agreement.
13. DISPUTE RESOLUTION
    1. If any dispute arises between the parties, it must be dealt with in accordance with this clause 13 and the following procedure applies:
       1. A party (“Initiating Party”) claiming that a Dispute has arisen must give the other party (“Recipient Party”) a notice setting out brief details of the Dispute (“Dispute Notice”). Within 10 Business Days of service of a Dispute Notice, the Recipient Party must give the Initiating Party a notice setting out brief details of the Recipient Party’s position on the Dispute (“Reply Notice”).
       2. If a Dispute Notice and Reply Notice are given, the parties must meet in an effort to resolve the Dispute. At least one (1) meeting of the parties must take place within five (5) Business Days of delivery of a Reply Notice. That meeting may be held, and the parties may attend by audio-visual means.
       3. If the Dispute is not resolved within 20 Business Days of the provision of the Dispute Notice, the parties must refer the Dispute to mediation within a further 14 days and must confer and agree to the appointment of a mediator. If the parties are unable to agree, the mediator will be appointed by the President of the Queensland Law Society.
       4. The parties agree that the costs of the mediation (including the mediator’s fees) shall be borne equally by the parties. Each party shall pay its own costs in respect of preparing or responding to any Dispute Notice or attending any alternative dispute resolution procedure.
       5. If the Dispute is not settled at mediation or a party refuses to participate with the process agreed under this clause 13, the conforming party may commence Court proceedings relating to the Dispute without notice.
    2. Nothing in this clause prevents a party, acting reasonably, from seeking urgent injunctive or similar interim relief from a court.
    3. Despite clause 13.1, this clause 13 does not apply to your obligation to pay the Service Fees under clauses 3 – 5 above.
    4. This clause 13 survives termination of the Agreement.
14. PROTECTION OF OUR INTERESTS
    1. To reasonably protect our goodwill and legitimate business interests, during the Term of this Agreement and for each Restraint Period, and within each Restraint Area, you must not, and must not allow your Related Entities to, whether alone or in support of any other person, without our prior written consent, directly or indirectly:
       1. canvass, solicit or deal with, counsel, procure, approach or accept any approach from any of our (or our Related Entities’) officers, employees, contractors or agents with whom you (or your Related Entities) have had dealings during the Term of this Agreement for the purpose of obtaining the services of the officer, employee, contractor or agent or cause the officer, employee, contractor or agent to reduce or cease its engagement with us (or our Related Entities); or
       2. canvass, solicit or deal with, counsel, procure, approach or accept any approach from any of our (or our Related Entities’) customers or referrers with whom you (or your Related Entities) have had dealings during the Term of this Agreement for the purpose of obtaining the custom or goodwill of the customer or referrer or cause the customer or referrer to reduce or cease its engagement us (or our Related Entities); or
       3. canvass, solicit or deal with, counsel, procure, approach or accept any approach from any of our (or our Related Entities’) suppliers with whom you (or your Related Entities) have had dealings during the Term of this Agreement for the purpose of obtaining the goods or services of the supplier or cause the supplier to reduce or cease its engagement with us (or our Related Entities); or
       4. interfere with the relationship between us (or our Related Entities’) and any of our officers, employees, contractors, agents, customers or suppliers with whom you (or your Related Entities) have had dealings with during the Term of this Agreement.
    2. In this clause 14:
       1. “Restraint Period” means, from the date of termination (or expiry) of the Agreement:
          1. 24 months, but if that is not enforceable;
          2. 18 months, but if that is not enforceable;
          3. 12 months, but if that is not enforceable;
          4. 6 months, but if that is not enforceable;
          5. 3 months.
       2. “Restraint Area” means:
          1. Worldwide, but if that is not enforceable;
          2. Australia, but if that is not enforceable;
          3. Queensland, New South Wales and Victoria, but if that is not enforceable;
          4. Queensland, but if that is not enforceable;
          5. South-East Queensland, but if that is not enforceable;
          6. the area that is within 100km of our principal place of business.
    3. Each restraint contained in this Agreement resulting from any combination of the wording in clauses 14.1 to 14.2(b)(vii) above constitutes a separate and independent provision, severable from the other restraints. If a court of competent jurisdiction finally decides any such restraint to be unenforceable in whole or in part, the enforceability of the remainder of that restraint and any other restraint will not be affected.
    4. You acknowledge that:
       1. any breach by you (or by any of your Related Entities) of this clause 14 would cause irreparable harm and significant damage to us and that we have the right to seek and obtain immediate injunctive relief in relation to any such breach;
       2. the restraints contained in this clause 14 are fair and reasonable in both scope and duration and go no further than is reasonably necessary to protect our legitimate business interests; and
       3. we are relying upon this acknowledgement when entering into this Agreement.
    5. This clause 14 survives termination of the Agreement.
15. INDEMNITY
    1. Each party (the ‘Indemnifying Party’) agrees to indemnify the other party and its shareholders, directors, officers, agents and employees (the ‘Indemnified Party’) and keep them harmless from and against any and all Claims or Loss, arising out of or in connection with:
       1. any negligent act or omission by the Indemnifying Party; or
       2. any breach of a warranty or clauses 8 (IP), or 9 (Confidentiality) of this Agreement by the Indemnifying Party or its Related Entities,

       except to the extent the Claim or Loss is caused or contributed to by the Indemnified Party.

    2. Notwithstanding clause 15.1, you agree to indemnify us and our shareholders, directors, officers, agents, contractors, employees and Related Entities in respect of:
       1. any and all Claims or Losses (including in respect of damage, injury or death) we or Our Personnel suffer at any location you direct us to attend, except to the extent the Claim or Loss is caused or contributed to by us; and
       2. any breach of clause 14 (restraint) of this Agreement by you or your Related Entities;
       3. any and all Claims or Losses arising from your failure to adequately ensure that your use and the use by any of your officers, shareholders, employees and agents of any AI-generated outputs:
          1. comply with all applicable laws;
          2. do not infringe any third party’s intellectual property rights; and
          3. comply with all your relevant legal, ethical, and commercial obligations.
    3. This clause 15 survives termination of the Agreement.
16. GENERAL
    1. This Agreement is governed by the laws of Queensland and the parties hereby irrevocably submit to the exclusive jurisdiction of the Courts located in Brisbane and Courts able to hear appeals from such Courts.
    2. Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of any aspect of the Agreement.
    3. Assignment:
       1. You must not assign any of your rights or obligations under this Agreement without our prior written consent, which will not be unreasonably withheld provided all amounts due to us have been paid up to date and the proposed assignee or transferee can demonstrate they are financially capable of complying with the obligations created by this Agreement.
       2. We may assign any of our rights or obligations under this Agreement by providing you with notice in writing.
    4. A waiver of any clause or a breach of this Agreement must be made in writing by an authorised officer.
    5. This Agreement constitutes the entire agreement between the parties and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing.
    6. Any right or remedy available to a party pursuant to this Agreement is in addition and without prejudice to any other right or remedy the party may have in law or equity.
    7. This Agreement may be executed electronically and in any number of counterparts, each of which is deemed to be an original and all of which taken together shall constitute one and the same agreement.
    8. Subject to the terms of this Agreement, any amendment to this Agreement must be communicated in writing and be agreed to.
    9. If any provision of this Agreement is prohibited by law or judged by a Court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from the Agreement and rendered ineffective as far as possible without modifying the remaining provisions of the Agreement and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
    10. All notices under this Agreement (including consents) must be sent to the party’s last know email or postal address as nominated from time to time.
17. NO PARTNERSHIP OR EMPLOYMENT RELATIONSHIP
    1. Nothing in this Agreement shall be construed as constituting a relationship between us and you as partners, or as creating the relationship of employer and employee, master and servant or client and agent.
18. DEFINITIONS AND INTERPRETATIONS
    1. In this Agreement, some words have a particular meaning and are explained below:
       1. “Agreement” means the agreement between you and us in connection with the Services, comprising these terms and conditions and the Proposal and any Additional Services Proposal and includes any annexures, schedules or authorised amendments to them.
       2. “AI Agents” means digital tools, bots, workflows or processes built using artificial intelligence models or automation platforms, trained or configured to perform functions, answer queries, automate steps or deliver efficiencies in business operations.
       3. “Claim” means any claim, application, demand, remedy, suit, cost, cause of action, potential cause of action, legal proceeding, obligation, debt, expense or liability whatsoever arising under common law or in equity, whether known or unknown and whether present, future or contingent.
       4. “Commencement Date” means the date when this Agreement is accepted.
       5. “Confidential Information” means information that may be given or acquired in any form (including electronically, written or verbal), directly or indirectly, before or after the Commencement Date including but not limited to:
          1. all business, technical and financial information or records, business plans, know-how, professional or other information created or exchanged between any party relating to this Agreement including but not limited to, all contact details, information, specifications, pricing and pricing strategies, and structures;
          2. information relating to a party’s or its customers’ intellectual property, including but not limited to, copyright works, trade marks, technical information, software, code, forecasts, predictions or projections, hardware, prototypes, technology, business models, marketing ideas, data (including sales data), sales projections, financing plans, valuations, capitalisation, budgets and other financial information, plans or sketches, designs or concepts, strategies or analyses, research findings or results, assessments, diagnostic tools, trade secrets or patents (capable of registration or not), and any right to claim authorship of such works;
          3. documents (including electronic documents) or information relating to analyses, compilations, reports, notes, correspondence, recordings, data and memoranda which were prepared by or for a receiving party and which were based wholly or partly on a disclosing party’s Confidential Information;
          4. information about persons with whom a party deals, including the identity of the persons and details of agreements with employees, contractors, suppliers, customers, clients and others;
          5. products and material developed or used under this Agreement, unregistered intellectual property, concepts, trade secrets and market information, documents, files, memorandums or notes, policies, manuals, and procedures;
          6. information which is confidential by its nature, or is communicated as confidential, or that the receiving party knows or ought to know is confidential, or third-party information that a receiving party knows or ought reasonably to know is confidential; and
          7. any and all discussions between one or more representatives of the parties regarding any of the information described in 18.1(e)(i) and 18.1(e)(vi) above; but excluding:
          8. information available to the public other than through disclosure contrary to the terms of this Agreement; and
          9. information which a party can prove it lawfully possessed before obtaining it in connection with this Agreement or which it independently developed without reliance on information received from another party to this Agreement.
       6. “Control” has the meaning given to it in section 50AA of the Corporations Act.
       7. “Corporations Act” means theCorporations Act 2001 (Cth).
       8. “Force Majeure Event” means a circumstance beyond the reasonable control of the parties which results in a party being unable to observe or perform on time or at all an obligation under this Agreement, including but not limited to:
          1. acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster;
          2. acts of war, terrorism, riots, civil commotion, malicious damage, sabotage and revolution;
          3. industrial action including strikes (but excluding labour shortages);
          4. internet failures
          5. interruptions, degradation, or failure of Services caused by outages or changes to third-party software, APIs, or AI platforms, including those deprecated, rate-limited, modified, or discontinued by the vendor; and
          6. pandemics and epidemics.
       9. “GST” has the meaning given by the GST Act.
       10. “GST Act” means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
       11. “Intellectual Property Rights” includes all intellectual property rights including but not limited to, copyright, trademark, design, patent, semiconductor or circuit layout rights, trade, or other proprietary rights, whether or not such rights are registered or capable of being registered or any rights protected by statute from time to time, whether created before, on or after the Commencement Date, and excludes Moral Rights.
       12. “Losses” means all losses including financial losses, damages, legal costs (on a full indemnity basis) and other expenses of any nature whatsoever.
       13. “Moral Rights” means the right of integrity of authorship, the right of attribution of authorship and the right to not have authorship falsely attributed, more particularly as conferred by the Copyright Act and rights of a similar nature anywhere in the world whether existing before, on or after the Commencement Date.
       14. “Related Entities” means, in relation to a party to this Agreement:
           1. any “associated entities” of a party (as that term is defined in section 50AAA of the Corporations Act);
           2. any “related entities” of a party (as that term is defined in section 9 of the Corporations Act); or
           3. any trust, partnership, joint venture, corporation, or other form of enterprise which a party has Control of, is Controlled by, or has a beneficial interest in.
       15. “Service Fee” means the amounts payable by you to us in consideration of the Services and/or Additional Services as set out in this Agreement and/or the Proposal.
    2. In this Agreement unless context requires or provides otherwise:
       1. headings are for ease of reference only and do not affect the interpretation of this Agreement;
       2. reference to statutes, regulations or by-laws will extend to all statues, regulations or by-laws amending, consolidating or replacing them;
       3. other grammatical forms of defined words or expressions have corresponding meanings;
       4. a reference to a clause, paragraph, schedule or annexure is a reference to a clause or paragraph of or schedule or annexure to this Agreement and a reference to this Agreement includes any schedules and annexures as may be amended from time to time;
       5. a reference to a document or agreement, including this Agreement, includes a reference to that document or agreement as novated, altered or replaced from time to time;
       6. a reference to “AUD”, “$A”, amounts of money or “$” is a reference to Australian currencyand “US$”, “USD”, “$”, “dollar” is a reference to United States currency;
       7. a reference to a specific time for the performance of an obligation is a reference to that time in the State, Territory or other place where that obligation is to be performed;
       8. a reference to a Party includes its executors, administrators, successors and permitted assigns;
       9. words and expressions importing natural persons include partnerships, bodies corporate, associations, governments and governmental and local authorities and agencies;
       10. a reference to writing includes typewriting, printing, lithography, photography and any other method of representing or reproducing words; reference to plural includes the singular and vice versa; reference to gender includes every gender; reference to “days” or “months” is a reference to calendar days and calendar months; and
       11. specifying anything in this Agreement after the words “including”, “includes“ or “for example” or similar expressions does not limit what else might be included unless there is express wording to the contrary.