YES AI — Terms of Service

1. Structure, Incorporation & Precedence

1.1 Incorporation by reference. Every YES AI proposal, quote, statement of work ("SOW"), order form, invoice, email confirmation of scope or pricing, or renewal (each an "Order") incorporates these Terms by reference via the URL included in that document. The Order and these Terms form a single agreement (the "Agreement").

1.2 Precedence. If a fully executed written agreement between the parties (e.g., MSA or SOW) expressly states that it overrides conflicting terms, it will prevail to the extent of conflict; otherwise these Terms govern. Client purchase order terms are rejected and have no effect even if we reference a PO number.

1.3 Updates. We may update these Terms by posting a new version at the referenced URL. For active, paid engagements we will email material changes to your billing/admin contact; changes take effect 30 days after notice unless an earlier effective date is required by law or to address security/abuse. Continued use after the effective date constitutes acceptance.

1.4 Electronic transactions. You consent to contracting electronically, including acceptance via email, click-through, or payment, which is enforceable under Australian law.

2. Definitions

Affiliate – an entity controlling, controlled by, or under common control with a party.

Confidential Information – non-public information disclosed by a party that is identified as confidential or would reasonably be understood as confidential.

Deliverables – work product we create for you (e.g., designs, prompts, call flows, datasets, connectors, dashboards, integrations, code, documentation, testing artifacts).

Third-Party Services – services, platforms, models, telephony, data sources, or software provided by others (e.g., cloud, LLMs, SMS/voice, transcription).

Personal Information – has the meaning under the Privacy Act 1988 (Cth).

Beta Features – experimental or pre-release features, pilots, trials, and proofs-of-concept.

3. Services & Scope

3.1 Breadth. We design, build, integrate, host, operate and/or support AI and automation solutions across industries including (without limitation) aged care, healthcare, hospitality, logistics, retail, professional services, and contact centres. Solutions may include phone agents, chatbots, custom LLMs and RAG systems, orchestration layers, ETL/data pipelines, analytics, reporting, web components, and enterprise integrations (CRMs/ERPs/telephony/helpdesk/idP).

3.2 SOWs and changes. An Order/SOW will set scope, assumptions, dependencies, milestones, acceptance criteria, fees, and billing. Time & Materials estimates are non-binding. Any change request, delay, or dependency issue may adjust scope, timeline, and fees via written change control (email sufficient).

3.3 Availability. We may modify, rate-limit, or discontinue any feature (including Beta Features). We'll try to avoid disruptions and will communicate material changes that impact you.

3.4 Non-exclusivity. We may provide similar services to others, including your competitors, provided we fulfill our confidentiality obligations.

4. Client Responsibilities

4.1 Co-operation. Provide timely access to systems, SMEs, approvals, test data, and decision-makers. Missing inputs may pause work and incur additional fees.

4.2 Lawful data & consents. You are solely responsible for the legality, accuracy and completeness of Client Data and for obtaining all rights and consents including but not limited to call recording notices, voice analytics, biometric processing, telemarketing consents, and cross-border transfers.

4.3 Use restrictions. You must not: (a) use the Services to violate law or third-party rights; (b) probe or breach security; (c) circumvent limits, metering, or billing; (d) reverse engineer or attempt to extract weights, prompts, or model parameters; (e) use outputs without appropriate human review where outcomes could materially affect individuals; (f) use in high-risk contexts (clinical diagnosis, emergency response, critical infrastructure, autonomous vehicles) without a written risk assessment and human-in-the-loop.

4.4 Compliance. You are responsible for compliance with privacy, spam/telemarketing, health records, employment and sectoral rules, including maintaining auditable records of consent. On request you will promptly provide evidence of consent for specified contacts.

4.5 Security. You will implement reasonable technical and organisational measures for your environments, credentials, and endpoints, including MFA, role-based access, and least-privilege.

5. Fees, Billing, Indexation & Taxes

5.1 Fees. Fees are as set out in the Order and exclude GST and pass-through costs (e.g., model tokens, cloud usage, storage, bandwidth, voice minutes, SMS, transcription, domain/number fees, third-party licences). We may require upfront retainers or minimum monthly commitments.

5.2 Usage & pass-through. Third-party usage is billed at cost plus 10% administrative uplift unless otherwise stated. Pricing/quotas from Third-Party Services may change at any time and will flow through.

5.3 Indexation. Unless stated otherwise, labour rates and fixed fees may be indexed annually on 1 July by the greater of 3.5% or CPI (Australia).

5.5 Suspension. We may suspend Services for non-payment after 7 days' notice. During suspension, metered charges may continue to accrue.

5.6 Early termination charges. If you terminate a fixed-term Order for convenience or without cause, all remaining fixed fees and committed minimums become immediately due, less reasonable costs we avoid.

6. Title, Licence & Intellectual Property

6.1 Pre-existing IP. Each party retains its pre-existing IP and general know-how. Our frameworks, templates, prompts, call flows, datasets, connectors, libraries, orchestration layers, runbooks, and tools (including modifications and improvements) remain our exclusive property.

6.2 Deliverables licence. Subject to full payment of all fees, we grant you a non-exclusive, non-transferable, non-sublicensable, worldwide licence to use the Deliverables for your internal business purposes. Unless an Order expressly states assignment of IP, all IP in and to Deliverables (other than your data) is licensed, not sold, and our underlying components remain ours.

6.3 Conditional rights. If any invoice is overdue by more than 30 days, the licence to use affected Deliverables may be automatically suspended on written notice until all amounts are paid.

6.4 Feedback. You assign to us all right, title and interest in feedback, suggestions and improvement ideas you provide; we may use them without restriction.

6.5 Open-source & third-party components. Deliverables may include OSS and Third-Party components, each under its own licence; you agree to comply with those terms.

7. Confidentiality, Privacy & Data

7.1 Confidentiality. Each party will safeguard the other's Confidential Information using at least reasonable measures and use it solely for the Agreement. Exceptions: information that is public, independently developed, or received lawfully from a third party. Compelled disclosure permitted with prior notice where lawful.

7.2 Privacy & DPA. When we process Personal Information on your behalf, we do so as your processor/service provider. The short-form DPA at Attachment B applies unless the parties sign a bespoke DPA. You are responsible for lawful collection and notices to individuals.

7.3 Data residency & transfer. Unless an Order states otherwise, data may be stored and processed in Australia or overseas. We may use reputable sub-processors (listed on request) and remain responsible for their performance.

7.4 Security. We maintain reasonable administrative, technical and physical safeguards appropriate to the Services. You acknowledge no method is 100% secure.

7.5 Notifiable data breaches. If we become aware of a notifiable data breach relating to Personal Information we hold for you, we will notify you without undue delay and co-operate on legally required notifications.

7.6 Data export & deletion. On request within 30 days of termination, we will provide a commercially reasonable export of Client Data in our standard format. We then delete remaining copies within a reasonable time, except backups/legal holds.

8. Acceptance, Testing & Service Levels

8.1 Acceptance. Deliverables are deemed accepted on the earlier of: (a) your written acceptance; (b) first production use; or (c) 7 days after delivery if you do not provide a written list of material defects.

8.2 Remediation. For material, reproducible non-conformities reported during the acceptance period, we will use reasonable efforts to correct. Out-of-scope requests are chargeable.

8.3 Support & SLAs. Unless a Support/SLA addendum is executed, Services are provided on a best-efforts, business-hours basis without uptime commitments.

9. Warranties, Disclaimers & Specific Risks

9.1 Professional services. We warrant that we will perform professional services with reasonable care and skill consistent with industry standards.

9.2 Generative AI & non-determinism. You acknowledge AI outputs may be probabilistic, incomplete, or incorrect and may evolve over time. You are responsible for human review and for decisions and actions based on outputs.

9.3 No regulated advice. Unless expressly agreed in writing, we do not provide legal, medical, financial, tax or other regulated advice. Outputs are general information only.

9.4 Third-Party Services. We do not control Third-Party Services and are not responsible for their acts, omissions, pricing, availability, or changes.

9.5 Australian Consumer Law. Nothing excludes, restricts or modifies non-excludable rights under the ACL. Where permitted, our liability for failure to comply with a guarantee is limited to resupplying the services or paying the cost of resupply.

9.6 As-is. Except as stated above, the Services are provided "as is" and "as available", and we disclaim all other warranties (express, implied, statutory) including merchantability, fitness for a particular purpose, and non-infringement.

10. Liability Allocation

10.1 Exclusions. To the maximum extent permitted by law, we are not liable for loss of profit, revenue, goodwill, or data, or for indirect, special, incidental, exemplary, punitive, or consequential loss.

10.2 Cap. To the maximum extent permitted by law, our aggregate liability arising out of or in connection with the Agreement is the greater of AUD $10,000 or the fees you paid to us for the Services giving rise to the claim in the 12 months preceding the event.

10.3 Carve-outs. The cap/exclusions do not apply to liability for death or personal injury caused by our negligence, fraud, wilful misconduct, or liability that cannot be excluded under the ACL.

10.4 Mitigation & limitation period. You must mitigate losses and bring any claim within 12 months after the cause of action accrues.

11. Indemnities

11.1 Client indemnity (broad). You indemnify and hold harmless YES AI and its personnel from and against all liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising from: (a) Client Data, content or instructions; (b) your breach of law or the Agreement; (c) claims by your customers, users or regulators related to your products, services or compliance; (d) use of the Services in high-risk settings without appropriate human oversight; and (e) any allegation that our use of Client Data infringes or misappropriates rights of others.

11.2 Our IP indemnity. We will defend you from any third-party claim in Australia that a Deliverable (excluding Client Data, configurations made to your specification, and Third-Party components) as delivered by us infringes a patent, copyright, or trade mark, and pay final damages/settlements approved by us, provided you promptly notify us, give us sole control of the defence, and co-operate. If infringement is found or likely, we may (at our option) procure rights, modify to be non-infringing, or refund fees for the affected Deliverable less reasonable use.

12. Telecommunications, Marketing & Recording

12.1 Do Not Call and spam. You are solely responsible for ensuring agents/campaigns comply with the Do Not Call Register Act 2006, Spam Act 2003, and similar laws, including consent records and opt-out mechanisms.

12.2 Recording & monitoring. If call recording or analytics are enabled, you are responsible for providing notices and obtaining consents from all participants as required by law and policy.

13. Acceptable Use Policy (AUP)

You must not use the Services to: (a) harass, deceive, exploit or harm individuals; (b) process children's data without verifiable parental consent; (c) process sensitive health information without lawful basis; (d) generate or disseminate illegal, infringing or misleading content; (e) infer, profile, or make decisions with legal/similar significant effects without appropriate transparency and human review; (f) benchmark in a manner intended to disparage YES AI or misrepresent performance; (g) attempt to gain unauthorised access or disrupt operations.

14. Term, Suspension & Termination

14.1 Term. The Agreement begins on acceptance and continues until terminated. Subscriptions auto-renew for successive periods equal to the initial term unless either party gives 30 days' notice before renewal.

14.2 Convenience termination (subscriptions). Either party may terminate a month-to-month subscription effective at the end of the current billing period by notice. Fixed-term Orders are non-cancellable unless stated otherwise.

14.3 For cause. We may suspend or terminate immediately for your material breach (including non-payment), unlawful use, or risk to security/operations.

14.4 Effect. Upon termination, all unpaid amounts become due. On request, we will provide a standard export of Client Data per §7.6. Your licences terminate on termination or suspension except as required by law.

14.5 Survival. The following survive termination: §§1.2–1.4, 4–7, 8.3, 9–13, 14.4–14.5, 15–18.

15. Publicity, Reference Use & Non-Solicitation

15.1 Friendly publicity. We love celebrating customer success. Unless you opt out by written notice, you grant us a limited licence to use your name and logo for customer lists, websites, and case studies. We will seek approval for any detailed case study.

15.2 Non-solicit. During the engagement and for 12 months after, you will not solicit for employment our personnel who materially worked on your account. Liquidated damages equal to 30% of the employee's annual TFR (or statutory maximum if lower) are payable for breach. This does not restrict general advertisements not targeted at our staff.

16. Compliance, Export & Sanctions

You represent that you and your end users are not subject to sanctions and will not use the Services contrary to export, sanctions, or trade laws. You must not allow access from embargoed countries or to prohibited parties.

17. Insurance (Optional)

We maintain commercially reasonable insurances for a firm of our size. If you require specific endorsements or higher limits, we can arrange them at your cost.

18. Dispute Resolution

18.1 Good-faith escalation. Before litigation, senior executives will meet (virtually is fine) to seek resolution within 14 days of a dispute notice.

18.2 Mediation. If unresolved, either party may require mediation in Melbourne administered by the Resolution Institute; costs shared equally.

18.3 Court proceedings. Nothing prevents a party from seeking urgent injunctive or equitable relief.

19. General

19.1 Independent contractor. We are an independent contractor. No partnership, joint venture, fiduciary or agency relationship is created.

19.2 Assignment & subcontracting. We may assign or subcontract, including offshore, in connection with a reorganisation, merger, or sale of assets; we remain responsible for subcontractor performance. You may not assign without our written consent (not unreasonably withheld).

19.3 Force majeure. Neither party is liable for delay or failure due to events beyond reasonable control; the affected party will use reasonable efforts to mitigate.

19.4 Notices. Legal notices must be sent by email to the addresses in the Order (or accounts@yesai.au for us) and are deemed received when sent unless a bounce-back is received.

19.5 Entire agreement & severability. The Agreement is the entire agreement and supersedes prior discussions. If any term is unenforceable, it will be modified to the minimum extent necessary and the remainder continues in effect.

19.6 Waiver. No waiver is effective unless in writing and signed. No delay or failure to enforce operates as a waiver.

19.7 Governing law & venue. The Agreement is governed by the laws of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria and the Commonwealth of Australia.

19.8 Interpretation. "Including" means including without limitation; headings are for convenience only.

20. Order-of-Use & Procurement Safeguards (Important)

(a) No PO terms. Any Client procurement or portal terms are expressly rejected and are void.

(b) Conflicting terms. If Client issues or links to other terms, these Terms prevail unless a mutually signed agreement states otherwise.

(c) Clickwrap/browsewrap. Access to any portal, model, API, or agent is conditioned on assent to these Terms via the link in Orders or invoices; use constitutes acceptance by Client and its Users.

21. Sector-Specific Annexes (If Applicable)

Aged Care/Healthcare. You will ensure compliance with health records/privacy law and implement human oversight for any clinical-adjacent use; the Services are not TGA-regulated medical devices.

Hospitality & Retail. You will ensure marketing consent, menu/price accuracy, and allergy disclaimers; we are not responsible for dietary or allergen errors.

Logistics/Contact Centres. You will ensure lawful monitoring of staff/driver communications and appropriate fatigue/safety policies.

22. Short-Form Acceptable Procurement Clauses (Optional Insert for Your Quotes/Invoices)

Incorporation. "By accepting this quote, paying the invoice, or permitting YES AI to commence work, Client agrees to the YES AI Terms of Service at yesai.au/terms. Conflicting procurement terms do not apply."

Payment. "Payment due 7 days from invoice date; pass-through usage is billed at cost +10%."

Liability. "Liability cap: lesser of AUD $10,000 or fees paid in prior 12 months; exclusions apply; ACL carve-outs preserved."