Terms and Conditions for Aristos AI
Welcome to Aristos AI. These Terms and Conditions ("Terms") govern your use of our services, including but not limited to aristosai.com, office.aristosai.com, aristosai.store, and any associated applications (collectively, the "Service"). The Service is operated by Polstar Holdings Pty Ltd trading as Aristos-AI (ABN: 58 614 834 150) ("we", "us", or "our").
By accessing or using our Service, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access the Service. We reserve the right to modify these Terms at any time, and your continued use of the Service constitutes acceptance of any changes.
1. Accounts and Subscriptions
1.1 Account Creation and Verification
To access certain features of our Service, particularly the Office Suite at office.aristosai.com, you must create an account by providing accurate, current, and complete information as prompted. You must be at least 18 years of age to create an account. We reserve the right to verify your identity and may require additional information for verification purposes. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account or any other security breaches.
1.2 Subscription Plans and Billing
The Office Suite is available through a monthly subscription model priced at $100 AUD per month (plus GST where applicable). By subscribing, you authorize us to charge the subscription fee to your chosen payment method for the initial subscription period and any subsequent renewal periods. All fees are non-refundable except as required by Australian Consumer Law. We reserve the right to modify our subscription fees at any time upon 30 days' notice. The subscription will automatically renew at the end of each billing cycle unless canceled at least 7 days before the next billing date through your account settings.
1.3 Free Trial Terms
We may offer a 14-day free trial period for the Office Suite. To access the trial, you may be required to provide valid payment information. Your subscription will automatically convert to a paid subscription at the end of the trial period unless you cancel at least 24 hours before the trial ends. You may only use one free trial per customer. We reserve the right to terminate or modify the free trial offer at any time without notice.
1.4 Account Suspension and Termination
We reserve the right to suspend or terminate your account and refuse any current or future use of the Service if we determine, in our sole discretion, that you have violated these Terms or any applicable laws. Upon termination, your right to use the Service will immediately cease. We may delete your account information and any content associated with your account at our discretion, except as required to be retained under Australian law.
2. Acceptable Use Policy
You agree to use the Service in compliance with all applicable Australian laws and regulations, including but not limited to the Competition and Consumer Act 2010 (Cth), Privacy Act 1988 (Cth), and the Spam Act 2003 (Cth). You are solely responsible for all activities conducted through your account. The following activities are expressly prohibited:
- Illegal Activities: Using the Service for any unlawful purpose or in violation of any Australian federal, state, or local laws, including but not limited to anti-discrimination, privacy, and consumer protection laws.
- Harmful or Offensive Content: Transmitting any content that is defamatory, obscene, pornographic, racially or religiously vilifying, or that promotes violence, discrimination, harassment, or illegal activities. This includes content that would contravene the Australian Classification Board's guidelines.
- Security Violations: Attempting to gain unauthorized access to our systems, networks, or other users' accounts, including but not limited to hacking, phishing, or other unauthorized means of access.
- Intellectual Property Infringement: Infringing on any patent, trademark, trade secret, copyright, or other proprietary rights of any party, including but not limited to the Copyright Act 1968 (Cth).
- Unauthorized Data Collection: Using any data mining, robots, scraping, or similar data gathering and extraction tools on the Service without our express written permission.
- Service Disruption: Interfering with or disrupting the integrity or performance of the Service, including but not limited to denial of service attacks, network flooding, or any activity that places an unreasonable load on our infrastructure.
- Automated Use: Using any automated system, including "robots," "spiders," or "offline readers," to access the Service in a manner that sends more request messages to our servers than a human can reasonably produce in the same period.
- Spam and Unsolicited Communications: Sending unsolicited commercial electronic messages in violation of the Spam Act 2003 (Cth), or using the Service to send spam or other unsolicited communications.
- False Representation: Impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity.
- Financial Services Violations: Offering financial services or products without the appropriate Australian Financial Services License or Australian Credit License where required by law.
3. Intellectual Property
3.1 Our Intellectual Property
All content, features, and functionality of the Service, including but not limited to text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, are the exclusive property of Aristos AI, our licensors, or our content providers and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
3.2 Your Content (Office Suite)
You retain all ownership rights to the content you create, upload, or store in the Office Suite ("Your Content"). By using the Service, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform Your Content in connection with the Service and our business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. This license continues even if you stop using our Service, except where prohibited by law. You represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to grant us these rights.
3.3 Feedback and User Submissions
Any feedback, comments, suggestions, or other materials you submit to us ("Submissions") will be considered non-confidential and non-proprietary. By providing Submissions, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform such Submissions in connection with our business. This includes the right to use your name, likeness, and any other information you provide in connection with such Submissions. You waive any moral rights you may have in such Submissions to the maximum extent permitted by applicable law.
3.4 Copyright Infringement Claims
We respect the intellectual property rights of others and require that users of our Service do the same. In accordance with the Copyright Act 1968 (Cth), we will respond to notices of alleged copyright infringement that comply with applicable law. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our designated copyright agent with the following information:
- A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
- Identification of the copyrighted work claimed to have been infringed;
- Identification of the material that is claimed to be infringing and information reasonably sufficient to locate the material;
- Your contact information, including your address, telephone number, and email address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
4. Purchases and Subscriptions
4.1 Subscription Billing
The Office Suite is available through a monthly subscription at $100 per month. By subscribing, you authorize us to charge your payment method on a recurring basis at the beginning of each billing cycle. The subscription will automatically renew until canceled by you.
4.2 Payment Methods
We accept various payment methods, including credit/debit cards and other electronic payment methods. All payments are processed through secure third-party payment processors. We do not store your complete payment information on our servers.
4.3 Price Changes
We reserve the right to modify subscription fees at any time. Any price changes will be communicated to you at least 30 days in advance. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the new amount.
4.4 Taxes
All fees are exclusive of taxes, which will be added to your invoice where required by law. You are responsible for paying all applicable taxes related to your subscription.
5. Refund and Cancellation Policy
5.1 Office Suite Subscriptions
You may cancel your Office Suite subscription at any time through your account settings. Upon cancellation, you will continue to have access to the Service until the end of your current billing period. We do not provide refunds for partial months of service, unused time, or if you choose to cancel during your billing cycle.
5.2 Consultancy Services
For our consultancy services, the following refund policy applies:
- Retainers are non-refundable once work has commenced.
- Project cancellations are subject to a cancellation fee based on work completed.
- Any upfront deposits are non-refundable.
5.3 Store Purchases
For products and services purchased through aristosai.store:
- Digital products are non-refundable once downloaded or accessed.
- Custom development work is non-refundable once development has started.
- Physical products may be returned within 14 days of receipt, subject to restocking fees.
5.4 Requesting a Refund
To request a refund, please contact us at support@aristosai.com with your order details and reason for the refund request. We will review your request and respond within 5-7 business days.
6. Pro Bono and Community Initiatives
6.1 Pro Bono Services
As part of our corporate social responsibility, we may offer pro bono services to select non-profit organizations and community initiatives. These services are provided "as-is" without any warranties or guarantees. The scope of work will be defined in a separate letter of engagement.
6.2 Community App
The Community App (Geraldton Focus) is provided as a free service to the community. While we strive to provide accurate and up-to-date information, we make no representations or warranties of any kind regarding the accuracy, reliability, or completeness of any information in the app.
7. Limitation of Liability
7.1 No Consequential Damages
To the maximum extent permitted by applicable law, in no event shall Aristos AI, its affiliates, directors, employees, partners (including Vishaal Singh Consulting Group or Localworks), or the Geraldton Local Council be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence), or any other legal theory, whether or not we have been informed of the possibility of such damage.
7.2 Maximum Liability
In no event shall our total liability to you for all damages, losses, and causes of action exceed the amount you have paid us in the last twelve (12) months, or, if greater, one hundred dollars (AUD $100).
7.3 Essential Basis
The limitations in this section apply to the maximum extent permitted by applicable law and are fundamental elements of the basis of the bargain between you and us. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.
8. Governing Law and Dispute Resolution
8.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of Western Australia, Australia, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
8.2 Dispute Resolution
Before filing any legal action, you agree to first attempt to resolve the dispute informally by contacting us at support@aristosai.com. If we cannot resolve the dispute within sixty (60) days, both parties agree to resolve any claim, dispute, or controversy through binding arbitration rather than in courts of general jurisdiction.
8.3 Arbitration
Any arbitration will be conducted by the Australian Centre for International Commercial Arbitration (ACICA) under its rules. The arbitration will be conducted in Perth, Western Australia, unless we agree otherwise. The arbitration will be conducted in English, and the decision of the arbitrator will be final and binding.
8.4 Class Action Waiver
You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.
9. Changes to Terms
9.1 Modifications
We reserve the right to modify these Terms at any time at our sole discretion. If we make material changes, we will notify you through the Service or by sending you an email to the address associated with your account. The "Last Updated" date at the top of this page indicates when these Terms were last revised.
9.2 Your Acceptance
Your continued use of the Service after any changes to these Terms constitutes your acceptance of the new terms. If you do not agree to the new terms, you must stop using the Service.
9.3 Notice of Changes
For material changes, we will make reasonable efforts to provide notice at least 30 days before the effective date of the changes. What constitutes a material change will be determined at our sole discretion.
10. Contact Information
If you have any questions about these Terms, please contact us at:
Aristos AI
Email: support@aristosai.com
Phone: +61 8 9964 1919
Address: 70 Chapman Road, Geraldton, Western Australia 6530
ABN: 58 614 834 150
For customer support regarding the Office Suite, please contact support@office.aristosai.com.
Privacy Policy
This Privacy Policy describes how Polstar Holdings Pty Ltd (ABN: 58 614 834 150) trading as Aristos AI ("we", "us", or "our") collects, uses, and discloses your personal information when you use our services, including our websites (aristosai.com, office.aristosai.com, aristosai.store), software products, consulting services, and the Aristos AI Community App (collectively, the "Services").
We are committed to protecting your privacy and handling your data in an open and transparent manner in accordance with the Australian Privacy Principles contained in the Privacy Act 1988 (Cth) and other applicable laws. Please read this Privacy Policy carefully to understand our practices regarding your personal information.
1. Information We Collect
We collect different types of information depending on how you interact with our Services:
1.1 Information You Provide to Us
A. Account and Profile Information
- For All Services: When you register for an account, we collect your name, email address, phone number, and password.
- For Office Suite: Business details, job title, department, and user preferences.
- For Consulting Services: Company information, business requirements, project specifications, and stakeholder details.
- For Community App: Location preferences, community interests, and optional demographic information.
B. Payment and Billing Information
- Billing address, payment method details, and transaction history.
- Financial information is processed securely through our payment processors (e.g., Stripe, PayPal) in accordance with the Payment Card Industry Data Security Standard (PCI DSS).
- We do not store complete payment card details on our servers.
C. Communications and Support
- Information you provide when contacting our customer support team.
- Correspondence sent to us, including emails, chat logs, and call recordings (with your consent).
- Survey responses, feedback, and testimonials.
D. User Content
- Office Suite: Documents, spreadsheets, presentations, process flows, and other files you create or upload.
- Community App: Posts, comments, photos, and other content you share within the community.
- Consulting Projects: Business data, process documentation, and other materials provided during engagements.
1.2 Information Collected Automatically
A. Usage Information
- Log data: IP address, browser type, operating system, referring URLs, pages visited, actions taken, and timestamps.
- Device information: Device type, model, operating system, unique device identifiers, and mobile network information.
- Performance data: Load times, crashes, and other technical issues.
B. Cookies and Similar Technologies
- Essential cookies: Required for the operation of our Services (e.g., authentication, security).
- Analytical cookies: Help us understand how users interact with our Services.
- Functional cookies: Remember your preferences and settings.
- Targeting/advertising cookies: Used to deliver relevant advertisements and track marketing campaign performance.
You can manage your cookie preferences through your browser settings. For more information, please see our Cookie Policy.
C. Location Information
- Precise location: With your consent, we may collect precise location data from your mobile device when using the Community App.
- Approximate location: We may infer your location from your IP address.
1.3 Information from Third Parties
- Business partners: Information shared by our business partners and service providers.
- Social media: Information from your social media accounts if you connect them to our Services.
- Public sources: Publicly available information from business registries, professional networks, and other sources.
- Local Council: For Community App users, we may receive information from the Local Council about community events, notices, and services.
2. How We Use Your Information
We use your personal information for the following purposes:
2.1 Providing and Improving Our Services
- Creating and managing your account.
- Processing transactions and sending related information.
- Providing customer support and responding to your requests.
- Personalizing your experience and recommending features or content.
- Developing new features and improving existing ones.
- Conducting research and analysis to enhance our Services.
2.2 Service-Specific Uses
- Office Suite: Enabling document creation, storage, sharing, and collaboration; providing AI-powered features; maintaining version history.
- Consulting Services: Preparing proposals and statements of work; delivering project outcomes; managing client relationships; documenting project progress.
- Community App: Facilitating community engagement; providing local information and updates; enabling user-to-user communication; delivering location-based services.
2.3 Communications
- Sending administrative messages, security alerts, and support notifications.
- Providing information about new features, products, and services.
- Delivering marketing communications (with your consent where required).
- Inviting you to participate in surveys or provide feedback.
2.4 Security and Compliance
- Verifying your identity and preventing unauthorized access.
- Detecting and preventing fraud, spam, abuse, and other harmful activities.
- Enforcing our terms of service and other policies.
- Complying with legal obligations and responding to lawful requests.
- Establishing, exercising, or defending legal claims.
3. How We Share Your Information
We may share your personal information with the following categories of recipients:
3.1 Service Providers
- Infrastructure and hosting: Cloud service providers (e.g., AWS, Google Cloud) that host our applications and data.
- Payment processing: Financial institutions and payment processors that handle transactions.
- Analytics and monitoring: Services that help us analyze usage patterns and monitor performance.
- Customer support: Tools and services that facilitate customer support interactions.
- Marketing and communications: Platforms that help us communicate with users and manage marketing campaigns.
These service providers are contractually obligated to protect your information and may only use it for the specific purposes we authorize.
3.2 Business Partners
- Integration partners: Third-party services that integrate with our platform.
- Resellers and distributors: Partners that market or sell our Services.
- Consulting partners: Organizations that collaborate with us on client engagements.
3.3 Community App Specific Sharing
- Local Council: We may share aggregated, anonymized data with the Local Council to improve community services.
- Community members: Information you choose to make public within the Community App will be visible to other users.
- Local businesses: With your consent, we may share your preferences with local businesses to provide personalized offers and services.
3.4 Legal and Compliance
- When required by law, regulation, or legal process.
- To protect our rights, privacy, safety, or property.
- In connection with a merger, acquisition, or sale of assets.
3.5 With Your Consent
We may share your information with third parties when you explicitly consent to such sharing.
4. International Data Transfers
We operate globally and may transfer your personal information to countries other than your country of residence, including Australia, the United States, and countries in the European Economic Area. When we transfer personal information across borders, we take appropriate safeguards to ensure that your information is protected in accordance with this Privacy Policy and applicable laws.
These safeguards may include:
- Entering into standard contractual clauses approved by relevant authorities.
- Ensuring recipients are in countries recognized as providing adequate protection.
- Obtaining your explicit consent for specific transfers where appropriate.
5. Data Security
We implement appropriate technical and organizational measures to protect your personal information from unauthorized access, use, disclosure, alteration, or destruction. Our security measures include:
- Encryption: Data in transit is protected using TLS encryption. Data at rest is encrypted using industry-standard algorithms.
- Access controls: Strict access controls limit who can access your information within our organization.
- Authentication: Multi-factor authentication for critical systems and administrative access.
- Monitoring: Continuous monitoring for suspicious activities and potential security breaches.
- Regular audits: Security assessments and penetration testing to identify and address vulnerabilities.
- Employee training: Regular security awareness training for all staff.
While we strive to protect your personal information, no method of transmission over the Internet or electronic storage is 100% secure. We cannot guarantee absolute security but are committed to implementing reasonable security practices.
6. Your Privacy Rights
Under the Australian Privacy Principles and other applicable laws, you have certain rights regarding your personal information:
6.1 Access and Portability
You have the right to request access to the personal information we hold about you. You may also request a copy of this information in a structured, commonly used, and machine-readable format.
6.2 Correction
You have the right to request that we correct any inaccurate or incomplete personal information we hold about you.
6.3 Deletion
You have the right to request deletion of your personal information in certain circumstances, such as when the information is no longer necessary for the purposes for which it was collected.
6.4 Restriction and Objection
You have the right to request that we restrict the processing of your personal information in certain circumstances. You also have the right to object to the processing of your personal information in certain cases, particularly for direct marketing purposes.
6.5 Withdrawal of Consent
Where we process your personal information based on your consent, you have the right to withdraw that consent at any time.
6.6 Complaint
You have the right to lodge a complaint with the Office of the Australian Information Commissioner (OAIC) or other relevant data protection authority if you believe we have violated your privacy rights.
6.7 Exercising Your Rights
To exercise any of these rights, please contact us at support@aristosai.com or through the contact information provided at the end of this Privacy Policy. We may need to verify your identity before processing your request and may request specific information to help us confirm your identity.
7. Data Retention
We retain your personal information for as long as necessary to fulfill the purposes outlined in this Privacy Policy, unless a longer retention period is required or permitted by law. The criteria used to determine our retention periods include:
- The length of time we have an ongoing relationship with you and provide Services to you.
- Whether there is a legal obligation to which we are subject (e.g., certain laws require us to keep records of your transactions for a certain period of time).
- Whether retention is advisable in light of our legal position (e.g., for statutes of limitations, litigation, or regulatory investigations).
Service-Specific Retention:
- Office Suite: User content is retained for the duration of your subscription and for 30 days after termination, after which it may be permanently deleted.
- Consulting Services: Project documentation is retained for 7 years after project completion to comply with legal and accounting requirements.
- Community App: User content remains until you delete it or close your account, after which it may be retained in anonymized form for analytical purposes.
8. Children's Privacy
Our Services are not directed to individuals under the age of 16. We do not knowingly collect personal information from children under 16. If we become aware that we have collected personal information from a child under 16 without verification of parental consent, we will take steps to delete that information. If you believe we might have any information from or about a child under 16, please contact us at support@aristosai.com.
9. Changes to This Privacy Policy
We may update this Privacy Policy from time to time to reflect changes in our practices, technologies, legal requirements, and other factors. When we make material changes to this Privacy Policy, we will notify you by:
- Posting the updated Privacy Policy on our websites with a prominent notice.
- Sending an email to the address associated with your account (for significant changes).
- Displaying a notice within our Services.
We encourage you to periodically review this Privacy Policy to stay informed about our information practices. Your continued use of our Services after the revised Privacy Policy has become effective indicates that you have read, understood, and agreed to the current version.
10. Contact Us
If you have any questions, concerns, or requests regarding this Privacy Policy or our privacy practices, please contact us at:
Support Team
Polstar Holdings Pty Ltd trading as Aristos AI
70 Chapman Road
Geraldton, Western Australia 6530
Australia
Email: support@aristosai.com
Phone: +61 8 9964 1919
We will respond to your inquiry within 30 days or as required by applicable law.
Professional Services Engagement Terms
This document outlines the terms and conditions that govern all professional service engagements between Polstar Holdings Pty Ltd trading as Aristos AI ("we", "us", or "our") and our clients. These terms apply to all consulting, advisory, implementation, and software development services we provide. By engaging our professional services, you agree to be bound by these terms, which form a legally binding agreement between you and Aristos AI. We may update these terms periodically, and your continued engagement with us constitutes acceptance of any changes.
1. Scope of Engagement
This document outlines the standard terms and conditions governing professional services engagements ("Engagement") between Polstar Holdings Pty Ltd (ABN: 58 614 834 150) trading as Aristos AI ("Consultant") and the client ("Client"). These terms apply to all professional services provided by Consultant, including but not limited to consulting, advisory, implementation, and software development services. Specific terms of each Engagement will be detailed in a separate Statement of Work ("SOW") or Engagement Letter.
2. Services
2.1 Management Consulting Services
Consultant will provide strategic advisory, business transformation, and management consulting services as detailed in the applicable SOW. These services may include, but are not limited to:
- Strategic planning and business strategy development
- Digital transformation and technology strategy
- Operational excellence and process optimization
- Change management and organizational development
- Financial modeling and business case development
- Market analysis and competitive intelligence
- Risk assessment and compliance advisory
2.2 Technology Implementation Services
Consultant will provide technology implementation and software development services as detailed in the applicable SOW. These services may include, but are not limited to:
- Custom software development and integration
- Artificial intelligence and machine learning solutions
- Data analytics and business intelligence implementation
- Cloud migration and infrastructure optimization
- Enterprise system implementation and configuration
- Technology architecture design and development
- Quality assurance and testing services
2.3 Project Governance
Consultant will implement a robust project governance framework for each Engagement, including:
- Assignment of a dedicated engagement director responsible for overall delivery
- Appointment of qualified project managers to oversee day-to-day operations
- Regular status reporting and executive briefings
- Structured quality assurance and risk management processes
- Formal change control procedures
- Documented escalation paths for issue resolution
2.4 Service Standards
Consultant will perform all services with reasonable skill, care, and diligence in accordance with generally accepted professional standards. Consultant will comply with all applicable laws, regulations, and industry best practices in the performance of the services.
3. Fees and Payment
3.1 Fee Structure
Fees will be structured according to one of the following models as specified in the applicable SOW:
- Time and Materials: Fees calculated based on the actual time spent by Consultant personnel at the agreed hourly or daily rates.
- Fixed Price: A predetermined fee for defined deliverables or outcomes.
- Milestone-Based: Payments tied to the achievement of specific project milestones.
- Retainer: A recurring fee for ongoing advisory or support services.
- Value-Based: Fees partially or wholly contingent upon the achievement of agreed business outcomes or value realization.
3.2 Professional Fees
Professional fees are based on the expertise, experience, and seniority of the personnel assigned to the Engagement. Standard rates are as follows (exclusive of GST):
- Partner/Director: $3,500 - $5,000 per day
- Senior Manager: $2,500 - $3,500 per day
- Manager: $1,800 - $2,500 per day
- Senior Consultant: $1,200 - $1,800 per day
- Consultant: $800 - $1,200 per day
- Analyst: $600 - $800 per day
Actual rates will be specified in the applicable SOW and may be adjusted based on the complexity, urgency, and strategic importance of the Engagement.
3.3 Expenses
Client will reimburse Consultant for all reasonable expenses incurred in connection with the Engagement, including:
- Travel expenses (business class for flights over 3 hours, economy for shorter flights)
- Accommodation and meals while traveling on Client business
- Technology and telecommunications expenses directly attributable to the Engagement
- Third-party services and materials procured on behalf of the Client
- Other out-of-pocket expenses reasonably incurred in the performance of services
All expenses exceeding $5,000 individually require prior written approval from the Client.
3.4 Invoicing and Payment
Unless otherwise specified in the SOW:
- Consultant will invoice Client monthly in arrears for professional fees and expenses
- Fixed price engagements may include an initial deposit of 30% upon signing
- Payment terms are 14 days from the invoice date
- Late payments will accrue interest at 1.5% per month or the maximum rate permitted by law
- Client shall pay all undisputed portions of invoices by the due date
- Disputed charges must be identified in writing within 7 days of receipt of invoice
3.5 Taxes
All fees are exclusive of applicable taxes, including Goods and Services Tax (GST). Client is responsible for all applicable taxes, except for taxes based on Consultant's net income.
4. Intellectual Property
4.1 Pre-Existing Intellectual Property
Each party retains all rights, title, and interest in and to its pre-existing intellectual property, including but not limited to methodologies, tools, models, frameworks, software, algorithms, know-how, and processes that were developed, acquired, or licensed by such party prior to or independent of the Engagement ("Pre-Existing IP"). Nothing in this agreement shall be construed as transferring ownership of any Pre-Existing IP from one party to the other.
4.2 Client Materials
Client retains all rights, title, and interest in and to all materials, data, information, and intellectual property provided by Client to Consultant in connection with the Engagement ("Client Materials"). Client grants Consultant a limited, non-exclusive license to use the Client Materials solely for the purpose of providing the services under this agreement.
4.3 Engagement Deliverables
Upon full payment of all fees and expenses due under this agreement, Consultant hereby assigns to Client all rights, title, and interest in the deliverables specifically identified in the SOW as work products to be delivered to Client ("Deliverables"), excluding any Consultant IP (as defined below) incorporated therein. Consultant grants Client a perpetual, worldwide, non-exclusive, non-transferable, royalty-free license to use any Consultant IP incorporated into the Deliverables for Client's internal business purposes.
4.4 Consultant IP
Consultant retains all rights, title, and interest in and to all methodologies, tools, models, frameworks, software, algorithms, know-how, and processes used, developed, or enhanced by Consultant in connection with the Engagement ("Consultant IP"), including any modifications, enhancements, or derivatives thereof. Nothing in this agreement shall restrict Consultant from using Consultant IP in providing services to other clients, provided that Consultant does not disclose Client's Confidential Information.
4.5 Third-Party Materials
Deliverables may incorporate third-party materials, including open-source software or commercial off-the-shelf products. Such third-party materials shall be subject to the applicable third-party licenses and terms of use. Consultant shall identify any material third-party components incorporated into the Deliverables.
4.6 Residual Knowledge
Nothing in this agreement shall restrict either party from using general knowledge, skills, experience, ideas, concepts, know-how, and techniques retained in the unaided memory of its personnel and developed or disclosed under this agreement, provided that in doing so they do not breach their obligations with respect to Confidential Information under this agreement.
5. Confidentiality
5.1 Definition of Confidential Information
"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with the Engagement, whether orally, in writing, or by other means, and whether or not marked as confidential, including but not limited to:
- Business plans, strategies, forecasts, and analyses
- Financial information and projections
- Customer and supplier information
- Product and service specifications and designs
- Marketing plans and research
- Personnel information
- Proprietary algorithms, software, and systems
- Trade secrets and know-how
- The terms of this agreement and any SOW
5.2 Confidentiality Obligations
The Receiving Party agrees to:
- Maintain the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no case less than reasonable care
- Use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this agreement
- Limit access to Confidential Information to those employees, agents, and contractors who have a need to know such information and who are bound by confidentiality obligations at least as restrictive as those contained herein
- Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party
- Promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information
5.3 Exceptions
The confidentiality obligations do not apply to information that:
- Is or becomes publicly available through no fault of the Receiving Party
- Was known to the Receiving Party prior to disclosure by the Disclosing Party without breach of any obligation
- Is received from a third party without restriction and without breach of any obligation
- Is independently developed by the Receiving Party without use of or reference to the Confidential Information
- Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement and cooperates with any efforts to obtain a protective order
5.4 Return or Destruction
Upon the termination of this agreement or upon the Disclosing Party's request, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof, and certify in writing that it has done so. Notwithstanding the foregoing, the Receiving Party may retain Confidential Information as required by law or regulation or in accordance with standard backup procedures and disaster recovery plans.
5.5 Duration
The confidentiality obligations set forth in this section shall survive the termination of this agreement for a period of five (5) years, except for trade secrets, which shall remain confidential for as long as they qualify as trade secrets under applicable law.
6. Term and Termination
6.1 Term
The Engagement begins on the effective date specified in the SOW and continues until completion unless earlier terminated.
6.2 Termination for Convenience
Either party may terminate the Engagement with 30 days' written notice.
6.3 Termination for Cause
Either party may terminate the Engagement immediately for material breach by the other party.
7. Limitation of Liability
7.1 Cap on Liability
Consultant's total liability arising out of or related to the Engagement will not exceed the fees paid by Client under the applicable SOW.
7.2 Exclusion of Consequential Damages
Neither party will be liable for any indirect, special, incidental, or consequential damages.
8. Governing Law
This agreement is governed by the laws of Western Australia, and the parties submit to the exclusive jurisdiction of the courts of Western Australia.
9. Representations and Warranties
9.1 Mutual Representations and Warranties
Each party represents and warrants that:
- It has full power and authority to enter into and perform this agreement
- This agreement constitutes a valid and binding obligation enforceable in accordance with its terms
- Its performance of this agreement will not violate any applicable law, rule, or regulation or any agreement with any third party
9.2 Consultant Warranties
Consultant represents and warrants that:
- It has the qualifications, skills, and experience necessary to perform the services
- The services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards
- It will comply with all applicable laws, regulations, and industry standards in the performance of the services
- To the best of its knowledge, the Deliverables will not infringe any third-party intellectual property rights
9.3 Client Warranties
Client represents and warrants that:
- It has the right to provide the Client Materials to Consultant for use in connection with the services
- It will comply with all applicable laws and regulations in its use of the Deliverables
- It will provide Consultant with timely access to information, personnel, and resources reasonably necessary for Consultant to perform the services
9.4 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
10. Dispute Resolution
10.1 Negotiation
The parties shall attempt in good faith to resolve any dispute arising out of or relating to this agreement promptly by negotiation between executives who have authority to settle the controversy.
10.2 Mediation
If the dispute cannot be settled through negotiation, the parties agree to try in good faith to settle the dispute by mediation administered by the Australian Disputes Centre before resorting to arbitration, litigation, or some other dispute resolution procedure.
10.3 Arbitration
Any dispute not resolved by negotiation or mediation shall be finally resolved by arbitration administered by the Australian Centre for International Commercial Arbitration in accordance with its rules. The arbitration shall be conducted in Perth, Western Australia, by a single arbitrator. The arbitrator's decision shall be final and binding on the parties.
10.4 Injunctive Relief
Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.
11. General Provisions
11.1 Independent Contractors
The relationship between the parties is that of independent contractors. Nothing in this agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties.
11.2 Assignment
Neither party may assign this agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.
11.3 Notices
All notices required or permitted under this agreement shall be in writing and shall be deemed effective when delivered in person, sent by courier or certified mail, or sent by email with confirmation of receipt.
11.4 Force Majeure
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, civil unrest, government action, labor disputes, or power failures.
11.5 Severability
If any provision of this agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
11.6 Waiver
No waiver of any provision of this agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No failure or delay in exercising any right shall operate as a waiver of such right.
11.7 Survival
The provisions of this agreement that by their nature are intended to survive termination or expiration of this agreement shall survive, including but not limited to provisions relating to confidentiality, intellectual property, limitation of liability, and indemnification.
12. Entire Agreement
This agreement, together with any SOWs, constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this agreement shall be effective unless in writing and signed by both parties.