Terms and Conditions

The Terms:

1. Professional Advisory & AI Indemnity

1.1 Non-Legal Nature: The Company provides technical and strategic consultancy. It does not provide legal, tax, or accredited financial advice. All frameworks provided are for administrative and operational guidance.

1.2 Algorithmic Volatility & “Hold Harmless”: The Client acknowledges that AI models (LLMs) are third-party technologies. The Company is not liable for “hallucinations,” data biases, security vulnerabilities within third-party AI, or any loss resulting from changes to AI provider terms (e.g., OpenAI, Google, Anthropic).

1.3 Human-in-the-Loop Requirement: The Client warrants that all AI-generated outputs (including marketing copy, code, or policy) will be reviewed by a qualified human representative of the Client before deployment. The Client assumes all liability for the use of such outputs.

2. Intellectual Property (IP) & Sovereign Assets

2.1 Background IP & Methodologies: All pre-existing tools, “AI Prompt Libraries,” proprietary “Guardrail” frameworks, and Instructional Design methodologies remain the exclusive, worldwide property of the Company.

2.2 Derivative Works: Any modifications or “fine-tuning” of the Company’s templates performed during the service remain the property of the Company.

2.3 Anti-Reverse Engineering: The Client is strictly prohibited from using the Company’s deliverables to train their own internal AI models for the purpose of replicating the Company’s services or competing with the Company.

2.4 Ownership Transfer: Ownership of “Project Deliverables” (and the limited licence to use them) only transfers to the Client upon receipt of cleared funds for all outstanding invoices.

3. Digital Marketing & Infrastructure Governance

3.1 Performance Disclaimer: While the Company uses high-level data science for marketing, it does not guarantee specific ROI, conversion rates, or SERP rankings. The Company is not liable for “Algorithm Updates” from Google, Meta, or LinkedIn that may negatively impact Client traffic.

3.2 Ad Spend & Platform Liability: The Client indemnifies the Company against any financial loss arising from “Click Fraud,” platform billing errors, or account suspensions.

3.3 Credentials & 2FA: The Client must maintain “Enterprise-Grade” credential security. The Company is not liable for breaches originating from Client-side “Shadow IT” or poor password hygiene.

4. RTO/CRICOS Compliance & Data Liability

4.1 Regulatory Accountability: The Client remains the “Legally Responsible Person” under ASQA and ESOS frameworks. The Company’s audits are snapshots in time and do not guarantee future regulatory outcomes.

4.2 Data Accuracy Warranties: The Client warrants that all student and enrolment data provided for system integration is “clean” and compliant with the Privacy Act 1988 (Cth). The Client indemnifies the Company against any penalties arising from the processing of non-compliant data.

5. Financial Terms & The “Digital Lien”

5.1 Strict Payment: All invoices are payable within 14 days. Failure to pay constitutes a material breach.

5.2 Right of Suspension & Lien: The Company reserves the right to exercise a “Digital Lien.” This includes the immediate suspension of live marketing campaigns, the locking of cloud-based Instructional Design assets, and the revocation of API access for AI tools until payment is verified.

5.3 Recovery Costs: The Client is liable for all legal and debt collection costs incurred by the Company (on a full indemnity basis) in recovering overdue funds.

6. Limitation of Liability & Aggressive Indemnity

6.1 Total Liability Cap: To the maximum extent permitted by the Australian Consumer Law, the Company’s total liability for any claim (including negligence) is strictly limited to the total fees paid by the Client to the Company for the specific project milestone associated with the claim.

6.2 Exclusion of Consequential Loss: The Company is not liable for any indirect, special, or consequential loss, including loss of RTO registration, loss of business reputation, loss of data, or lost profits.

6.3 Client Indemnity: The Client shall indemnify and hold the Company harmless against all claims, costs, and expenses (including reasonable legal fees) arising from the Client’s breach of this Agreement or the misuse of the Company’s AI/Marketing deliverables.

7. Confidentiality & Non-Disparagement

7.1 Perpetual Confidentiality: Both parties shall protect “Trade Secrets” (including the Company’s AI prompts and the Client’s business data) with the same degree of care as their own.

7.2 Non-Disparagement: The Client agrees not to make, or cause to be made, any statements (written or verbal) that are disparaging to the Company, its directors, or its services on any platform, including social media and industry forums.

8. Termination & Force Majeure

8.1 Termination for Cause: The Company may terminate this Agreement immediately if the Client provides misleading data, fails to pay, or uses AI tools provided by the Company for unethical or illegal purposes.

8.2 Survival: All IP, Indemnity, and Liability clauses survive the termination of this Agreement.

9. Governing Law & Jurisdiction

9.1 NSW Jurisdiction: This Agreement is governed by the laws of New South Wales, Australia.

9.2 Exclusive Venue: The parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales (and the NSW Registry of the Federal Court of Australia) for the resolution of all disputes.

10. Severability & Entire Agreement

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain in full force and effect. This constitutes the entire agreement between the parties.