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. The version accepted when an Order is made applies to that Order. We may update these Terms for future Orders and renewals by posting a new version at the referenced URL. For a month-to-month or renewing Service, we may apply a change after giving at least 30 days' written notice to your billing/admin contact; if a change materially disadvantages you, you may terminate the affected Service before it takes effect without an early termination charge, and we will refund prepaid fees for the period after termination. During a fixed term, a change applies only if it is reasonably necessary to comply with law, to address a material security or abuse risk, or to maintain the operation of a Third-Party Service - and it must be limited to that purpose and must not materially reduce the core Service or increase fixed fees. An urgent change may take effect sooner, but we will explain it promptly, and if it materially disadvantages you for more than a temporary period the same no-charge exit applies. No update operates retrospectively or changes accrued rights, an existing dispute, or fees already earned.

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

1.5 Business acquisition & Australian Consumer Law. The Services and Deliverables are supplied primarily for business, professional, charitable or government use, and not for personal, domestic or household use or consumption. A business can still be a consumer under the Australian Consumer Law, including where the price is below the statutory threshold. Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy that cannot lawfully be excluded, restricted or modified. Where the Australian Consumer Law permits us to limit our liability for failure to comply with a consumer guarantee in relation to services not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability is limited, at our option, to supplying the affected services again or paying the reasonable cost of having them supplied again. That limitation applies only to the extent it is fair and reasonable for us to rely on it under s64A of the Australian Consumer 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).

Client Data - data, content, materials, instructions and inputs provided to us by or on behalf of Client, or generated for Client through use of the Services.

Service Data - technical, performance, configuration, error, security, telemetry and usage data generated through operation of the Services.

User - any individual that Client authorises to access or use the Services on Client's behalf.

Beta Features - experimental, pre-release, alpha, beta, preview, pilot, trial or proof-of-concept features, models, integrations or services.

3. Services & Scope

3.1 Breadth. We design, build, integrate, host, operate, train on, and support a broad range of solutions, products and services across industries including (without limitation) aged care, healthcare, allied health, NDIS, hospitality, retail, e-commerce, logistics, transport, financial services, mortgage broking, insurance broking, real estate, property management, legal services, migration, conveyancing, construction, trades, manufacturing, mining, agriculture, professional services, education, childcare, tutoring, charity and not-for-profit, government, contact centres, and small and medium business generally. The Services may include (without limitation): (a) AI voice agents, phone answering, after-hours and overflow call handling, AI receptionist and call-centre automation; (b) chatbots, conversational AI, customer service, sales follow-up, complaint handling and lead-qualification automations; (c) custom LLMs, RAG systems, fine-tuning, prompt engineering, agent orchestration, multi-agent workflows and AI tooling; (d) ETL, data pipelines, analytics, business intelligence, reporting, dashboards, forecasting and decision-support; (e) software integrations and connectors (e.g., CRM, ERP, accounting, helpdesk, telephony, identity, payments, e-commerce and marketing platforms such as Xero, MYOB, QuickBooks, Salesforce, HubSpot, Monday, Slack, Zendesk, Freshdesk, ServiceNow, SAP, Stripe, Shopify, WooCommerce, WordPress, Zoho, Microsoft 365 and similar); (f) websites, microsites, landing pages, web components, e-commerce, content management and hosting set-up; (g) digital marketing services, including search engine optimisation (SEO), generative engine optimisation (GEO), paid search, paid social, display, content marketing, email marketing, social media management, influencer and creator coordination, video production, graphic design, copywriting, public relations support, reputation management, review management, analytics and reporting; (h) cybersecurity, information-security and IT-risk services, including assessments, audits, penetration testing, vulnerability scanning, email and network security reviews, awareness training and security monitoring (each strictly within the scope set out in the Order); (i) training, coaching, workshops, masterclasses, upskilling programs and educational materials (online, on-site, recorded or live); (j) audits, assessments, readiness checks, ROI calculators, quizzes, surveys and other diagnostic tools (whether provided free or for a fee); (k) one-off paid sessions, consultations, "blitz"-style engagements, hourly retainers and bespoke advisory; (l) subscriptions, managed services, support plans, monitoring, SLAs and ongoing operations; and (m) any other product, service or deliverable described in an Order. Service availability, scope, pricing, and standards are as set out in the applicable Order, and not by reference to marketing pages, blog posts, comparison pages, screenshots, demos or social media content (which are illustrative only).

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.

3.5 Free services, audits, assessments, quizzes & calculators. We may make available, at no charge, materials including (without limitation) free AI audits, website audits, security audits, readiness assessments, ROI calculators, quizzes, lead magnets, demos, samples, white papers, guides and previews ("Free Services"). Free Services are provided strictly on an "as-is", "as-available", "for general information only" basis. They do not constitute legal, medical, financial, tax, security, IT, accounting, immigration, employment, regulatory, fiduciary or other professional advice, do not establish an advisor, professional, fiduciary or client relationship, and must not be relied upon for any decision of material consequence. We may modify, suspend, withdraw, refuse access to, or discontinue any Free Service at any time without notice and without liability. Where you submit information to access or interact with a Free Service, you grant us all rights set out in §§7.8 and 15 with respect to that information and its outputs. Our total aggregate liability for any Free Service is limited to AUD $0, to the maximum extent permitted by law (your non-excludable rights under the Australian Consumer Law are preserved).

3.6 One-off paid sessions and short-form engagements. Where the Order describes a fixed-fee, one-off, hourly, capped-hours, "blitz", "sprint", workshop, masterclass, mentoring or consultation engagement (a "Short-Form Engagement"), the Services and Deliverables are limited to what is actually performed during the booked session(s) and within the time and scope stated in the Order. Where a session ends, time is exhausted, or scope is reached, no further work, follow-up, advice, support, revisions, fix-ups or warranties are owed unless a separate Order is agreed. Recordings, transcripts, summaries and notes are provided at our discretion and may be reused per §§7.8 and 15. Fees are payable up-front unless we agree otherwise in writing.

3.7 Promotional, charity, introductory and time-limited offers. From time to time we may offer promotional pricing, charity discounts (including without limitation the "VIC charity offer"), introductory rates, bundles, vouchers, credits or beta-pricing ("Offers"). Offers: (a) are subject to eligibility, scope and conditions stated when published; (b) apply only for the period stated and may be modified, suspended or withdrawn by us at any time prior to acceptance; (c) are single-use unless stated otherwise; (d) are not transferable, not redeemable for cash and not stackable with other offers; (e) may require advance payment, identity or eligibility verification; and (f) may be subject to a minimum commitment, term, or fair-use cap. Eligibility decisions are at our reasonable discretion. We may revoke an Offer at any time on reasonable grounds, including suspected misuse, ineligibility or chargeback.

4. Client Responsibilities

Great outcomes are a team sport. The items below are the practical inputs we need from you so we can move quickly and safely.

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. Subject to §5.1A, Fees also exclude 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 that is not covered by an included allowance is billed at cost plus 10% administrative uplift unless otherwise stated. Where an item has an included allowance, usage above that allowance is charged at the overage rate stated in the Order or on our pricing page for that plan or, if no rate is stated, at cost plus the 10% uplift. Pricing/quotas from Third-Party Services may change at any time and will flow through. We will give reasonable written notice (email is sufficient) before any material change to a published overage rate takes effect for an existing subscription.

5.3 Annual price review. A fixed fee stated for work within an accepted fixed-term Order will not be indexed during that term unless the Order clearly says otherwise. For renewals, month-to-month Services and work ordered after 1 July, we may increase recurring fees and labour rates once in any 12-month period by the greater of 3.5% and the annual percentage movement in the Australian Bureau of Statistics Consumer Price Index, All Groups, weighted average of eight capital cities (most recent published December quarter against the previous December quarter). We will give at least 30 days' written notice, and if the increase materially disadvantages you, you may terminate the affected recurring Service before it takes effect without an early termination charge. No increase applies retrospectively.

5.5 Suspension for non-payment. We may suspend affected Services if an undisputed amount is still unpaid 7 days after written notice specifying the amount and the proposed suspension. We will not suspend over a genuinely disputed amount while you are complying with §5.4. Metered third-party charges that cannot reasonably be stopped may continue during suspension if we identified them in that notice. We will restore the Service within a reasonable time after payment; reasonable reactivation costs disclosed before restoration are payable.

5.6 Early termination of a fixed-term Order. If you end a fixed-term Order for convenience before its agreed end date, you must pay: (a) fees for Services performed and Deliverables completed; (b) non-cancellable third-party costs and commitments entered into specifically for that Order; (c) reasonable demobilisation costs; and (d) our reasonable net loss from capacity reserved for the remaining term, including lost margin, but only to the extent that loss cannot reasonably be avoided or recovered by redeploying the capacity. We will take reasonable steps to mitigate and will credit costs avoided and net revenue earned from redeploying that capacity. The total early termination amount will not exceed the fixed fees and committed minimums that would otherwise have fallen due for the remaining term. No early termination amount is payable if you terminate for our material breach that we do not remedy within the applicable cure period, under an express no-penalty exit in these Terms, or because the Australian Consumer Law gives you that right.

5.7 Refunds & cancellations. We do not refund simply because you change your mind. This does not limit any refund, cancellation or other remedy required by the Australian Consumer Law, which we always honour. If Services have commenced, you remain liable for the Services supplied, the consumed part of a subscription period, and reasonable non-recoverable third-party costs, except to the extent the law requires otherwise. If you cancel before Services commence and no fixed-term early termination amount applies, we will refund what you paid less reasonable administration work actually performed and non-recoverable third-party costs, and we will explain those deductions on request. Setup fees are retained only to the extent setup work was performed or costs were committed. A pass-through cost is non-refundable only to the extent it has been incurred and cannot reasonably be recovered. Approved refunds are made to the original payment method within 30 days. Where practicable, please raise a payment dispute with us before starting a chargeback so we can investigate promptly - a knowingly false or abusive chargeback is a material breach, but using a card-scheme or statutory right in good faith is not.

5.8 Recovery costs. You will reimburse reasonable external costs actually and properly incurred in recovering an undisputed overdue amount after the notice under §5.5, including debt-collection charges, court filing fees, dishonour fees, bank/payment-processor reversal charges, and legal costs to the extent ordered by a court or reasonably incurred. We will mitigate those costs and will not recover the same amount twice. This clause does not apply to the extent our own conduct caused the cost. Amounts payable under this clause are payable on demand.

5.9 Foreign-exchange adjustment for recurring fees. A material portion of our underlying inputs (including cloud, AI/LLM, telephony, SMS, transcription, software, hosting and other third-party services) are denominated in foreign currencies, predominantly US dollars. If at any time during a subscription, retainer or other recurring engagement the Australian dollar falls by more than 5% against the relevant foreign currency below the rate that applied when the Order was accepted, we may, on written notice (email is sufficient), adjust the recurring fees, retainers and pass-through rates payable under that Order from the next billing cycle to reflect the movement above the 5% threshold. The reference rate is the Reserve Bank of Australia daily AUD reference rate (or another reputable publicly-available rate source we nominate). If the AUD subsequently strengthens, we may, in our discretion, reduce or reverse part or all of the adjustment. This clause is in addition to (and not instead of) the indexation provisions in §5.3 and the pass-through provisions in §5.2.

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 & insights. You assign to us all right, title and interest in feedback, suggestions, comments, ideas, statements, screenshots, performance data, outcomes and improvement input that you provide or that we observe in delivering the Services; we may use them without restriction, including (without limitation) in our reference, marketing, sales and training materials in accordance with §15.

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. For clarity, Reference Materials and our use of them in accordance with §15 are not Confidential Information and do not breach this clause.

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 Data incidents. We will notify you without undue delay after becoming aware of an actual or reasonably suspected unauthorised access, disclosure, loss or material security compromise affecting Personal Information in Client Data - not only once it is assessed as notifiable - so you can make your own assessment in time. We will provide the information reasonably available to us, take reasonable containment and remediation steps, preserve relevant evidence, and co-operate with any assessment or notification required by law. Neither party will notify affected individuals or a regulator on the other's behalf unless required by law or agreed in writing.

7.6 Data export & deletion. If you ask before termination or within 30 days afterwards, we will provide a commercially reasonable export of Client Data in our standard format, subject to payment of undisputed amounts and any reasonable extraction fee disclosed in advance. We then delete production copies within 60 days, unless law or a documented legal hold requires retention. Encrypted backup copies may remain until overwritten in the ordinary cycle; while they do, they stay protected and are not restored except for disaster recovery or legal compliance.

7.7 Client backups. You are solely responsible for maintaining your own current, complete and recoverable backups of Client Data, configurations, content and credentials, and for verifying that those backups can be restored. Any backups we make are for our operational purposes only and are not a substitute for, or warranty of, your own backups. We have no liability for any loss, corruption, alteration, deletion, encryption (including by ransomware), or unavailability of Client Data.

7.8 Service Data & continuous improvement. We may collect, generate and process Service Data and de-identified or aggregated information derived from Client Data, and we own all such Service Data and derived information. We may use it on a perpetual, irrevocable, worldwide, royalty-free basis to operate, secure, support, troubleshoot, develop, train, fine-tune, evaluate and improve our products, models, prompts, datasets, libraries and Services, to compile benchmarks, analytics and industry insights, and to produce anonymised reports and research, including after termination. We will not publish Client Data in a form that identifies Client or any individual.

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. Our express warranties, exclusions and liability limits operate subject to §1.5. They do not limit a remedy for a major failure, or any other right or remedy that the Australian Consumer Law says cannot be limited.

9.6 As-is. Except as expressly stated in §9.1 and as required by the ACL, the Services are provided "as is" and "as available", and we disclaim all other warranties (express, implied, statutory or by course of dealing), including merchantability, satisfactory quality, fitness for a particular purpose, accuracy, completeness, security, uninterrupted operation, error-free operation, and non-infringement.

9.7 Marketing services. Marketing services (including SEO, GEO, paid search, paid social, display, content marketing, email marketing, social media management, video, design, copywriting, PR support, reputation/review management, analytics and reporting) depend heavily on third-party platforms, algorithms, ad-policy decisions, account-quality histories, market conditions, competitor behaviour and your own products, pricing and operations - most of which are outside our control. Accordingly, and to the maximum extent permitted by law, we make no representation, warranty or guarantee as to: search-engine rankings, AI-citation rates, traffic, impressions, clicks, click-through rate, conversion rate, leads, sales, revenue, return on ad spend, return on investment, follower growth, engagement, deliverability, open or reply rate, brand sentiment, share of voice, or the outcome of any campaign, listing, audit, or report. Examples, case studies and benchmarks are illustrative only and are not promises of results. Media spend, platform fees, ad credits, listing fees, software, stock assets, talent, voiceovers, music and other third-party costs are pass-through per §5.2 and are payable in advance unless we agree otherwise. You retain ownership and control of your ad accounts, business profiles, social pages, domains, hosting, mailing lists, CRM data and brand assets, and you grant us a limited licence to access, configure and use them solely to perform the Services. You are responsible for ad-policy compliance (including therapeutic goods, financial products, gambling, alcohol, weapons, political, complementary medicine, employment and similar regulated categories), the lawfulness and accuracy of all advertising content, having all rights and consents needed for any creative, footage, talent, music, models, locations and brand assets you supply, and complying with the Spam Act 2003, the Do Not Call Register Act 2006, the Privacy Act 1988, the Australian Consumer Law and any sectoral marketing rules. Suspension, restriction, account loss, ranking loss, deindexing, demonetisation, deplatforming, shadow-banning, content removal, or policy enforcement by any third-party platform is not a default by us, and remedies (if any) lie with that platform. Editorial discretion remains with us as to creative method; you may direct outcomes by Order or change request.

9.8 Cybersecurity, audit, assessment and testing services. Cybersecurity, IT-risk and information-security services (including without limitation security assessments, audits, penetration tests, vulnerability scans, configuration reviews, email-security checks, network scans, "health" audits, awareness training and security monitoring - together "Security Services") are provided strictly on a point-in-time, scope-limited, best-efforts basis and within the in-scope assets, methods, time-window and depth specified in the Order. Findings reflect the configuration and behaviour observed at the time of testing and within the scope tested only; the absence of a finding is not a representation that no vulnerability, defect, exposure, breach, malware, misconfiguration or risk exists. Tools and methodologies may produce false positives and false negatives. We do not guarantee detection or prevention of any vulnerability, breach, intrusion, data loss, malware, ransomware, business email compromise, social engineering, supply-chain attack or any other security incident. We are not, and you must not represent us as, a managed security service provider, a chief information security officer, an incident-response retainer, a 24/7 SOC, or a regulatory examiner unless an explicit, signed addendum says so. Reports are confidential to you, must not be used as a marketing document or distributed to third parties without our prior written consent, and may not be relied upon by any third party. You warrant that you own, or are fully authorised by all relevant owners and operators to permit, the testing of every in-scope asset (including any third-party hosting, SaaS, cloud and shared infrastructure), and you assume all risk of testing-induced disruption, downtime, alerts, blocks, suspensions or charges. You will maintain at all times appropriate cyber-liability insurance, business-continuity, disaster-recovery, data-backup and incident-response capabilities; our Services are not a substitute for any of them. You acknowledge cybersecurity is a layered, ongoing discipline and that ours is one component of your broader risk-management program. To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with all Security Services is sub-capped at the lesser of (a) AUD $1,000, or (b) the fees you paid for the specific Security Services engagement giving rise to the claim, and this sub-cap operates within (and does not increase) the overall cap in §10.2.

9.9 Training, coaching, workshops & educational materials. Training, coaching, mentoring, masterclasses, workshops, courses, upskilling programs and educational materials (together "Training") are provided for general educational purposes only. They do not constitute regulated, professional or fiduciary advice (including legal, medical, clinical, allied-health, psychological, financial, tax, accounting, immigration, employment, OHS, engineering, architectural or veterinary advice). We make no representation or guarantee as to skill acquisition, certification eligibility, examination results, employment, promotion, productivity gain, or business outcome. Materials, slides, recordings, prompts, templates, workbooks and exercises are licensed for the named individual learner's internal use only and may not be copied, distributed, posted, resold, used to train any AI/ML model, or used to provide competing services. We may record sessions for quality, internal training, product improvement and reference/marketing per §15. Attendance, refunds and rescheduling are governed by the Order and §5.7. You are responsible for ensuring attendees have the equipment, connectivity, supervision, working-with-children clearances, accessibility accommodations and other requirements appropriate to their participation.

9.10 Web design, development & hosting set-up. Where we provide website design, build, migration, hosting set-up, plug-in selection, theme customisation or content-management configuration, we use commercially reasonable efforts to deliver a site consistent with the Order. We do not warrant uninterrupted operation, freedom from defects, accessibility conformance beyond a level expressly scoped, browser compatibility beyond current commercially-reasonable versions of major browsers as at delivery, search rankings, traffic, conversions, or compatibility with future platform, browser, plug-in, theme or third-party API changes. Hosting, DNS, domain registration, SSL, email, payment, e-commerce, plug-ins, themes, fonts, stock assets and analytics are third-party services per §9.4. You are responsible for the accuracy, lawfulness, ownership and licensing of all content (text, images, video, audio, code) provided to us, and for ongoing content updates, security patching, plug-in updates, backups and monitoring after launch unless an explicit maintenance Order applies. Source code, components and configurations are licensed under §6.2 (not assigned) unless the Order expressly assigns them. Custom code may include OSS components subject to their own licences. Any "guarantee", "promise", "fix", "uptime" or "results" representation that is not expressly written in an Order is rejected.

9.11 Free, complimentary, demo, trial and no-charge Services. Where any portion of the Services or Deliverables is provided at no charge - including Free Services per §3.5, demos, samples, trials, evaluations, audits, assessments, quizzes, calculators, lead-magnet content, complimentary sessions and free Beta Features - those portions are provided without warranty of any kind, are excluded from all service levels, support obligations and indemnities, and our total aggregate liability for them is limited to AUD $0 to the maximum extent permitted by law (your non-excludable rights under the ACL are preserved).

9.12 Internet, telecommunications & third-party infrastructure. The Services depend on the public internet, mobile and fixed-line telecommunications, telephony carriers, SMS gateways, electricity, cloud platforms, AI model providers, transcription providers, identity providers, payment processors, email gateways, DNS, domain registries, certificate authorities and similar third-party infrastructure. We are not responsible for, and disclaim all liability for, performance, latency, availability, accuracy, security, change, deprecation, restriction, throttling, blocking, suspension, censorship, outage or pricing change of any such infrastructure, and we may suspend, modify or substitute components of the Services in response.

9.13 Beta Features. Beta Features are provided on an "as-is", "as-available", "no-warranty" basis and may be changed, suspended or withdrawn at any time. They are excluded from any service levels, support commitments and indemnities, and our total aggregate liability in connection with Beta Features is limited to AUD $100.

10. Liability Allocation

The limits below are standard for engagements of this kind and let us deliver the Services at sustainable pricing. They apply equally regardless of the legal theory of any claim (contract, tort, negligence, statute or otherwise).

10.1 Exclusions. To the maximum extent permitted by law, we are not liable for loss of profit, revenue, business, opportunity, goodwill, anticipated savings, reputation, or data, or for any indirect, special, incidental, exemplary, punitive or consequential loss, in each case however arising and whether or not foreseeable.

10.2 Cap. To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with the Agreement is capped at the lesser of (a) AUD $10,000, or (b) the fees you paid to us for the Services giving rise to the claim in the 12 months preceding the event. This is a single cap across all claims, not per-claim.

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 & notice of claims. Each party must take reasonable steps to mitigate loss. A party that becomes aware of a matter likely to result in a claim should give the other reasonably prompt written notice and a fair opportunity to investigate and, where appropriate, remedy it. A delay in giving that notice reduces a claim only to the extent the delay caused material prejudice. The dispute process in §18 applies before non-urgent proceedings, but does not prevent urgent relief, recovery of an undisputed debt, a regulator complaint, or the exercise of a statutory right. The limitation period for a claim is the period provided by applicable law.

10.5 Single aggregate cap. The cap in §10.2 (and any sub-cap in §9 or elsewhere) applies in the aggregate across all claims, all causes of action, all theories of liability, all Services, all Orders, all Deliverables, all engagements (whether current, past or related) and all time periods. It is not per-claim, per-Order, per-Service, per-engagement or per-year, and is not increased by any sub-cap. Where multiple sub-caps apply, the lowest applicable sub-cap governs the relevant claim, within the overall cap.

10.6 No reliance & entire risk. You acknowledge that you have not relied on any representation, statement, demonstration, marketing material, projection, case study, comparison page, social-media post, blog post, screenshot, video, podcast, conference talk, conversation, email, slide, illustrative output, prior client outcome, or AI-generated example, in entering into the Agreement, except as expressly set out in the Order. You assume the entire risk of selecting, using and obtaining results from the Services. The pricing of the Services reflects this allocation of risk.

11. Indemnities

11.1 Client indemnity. You indemnify YES AI, its Affiliates and their personnel against third-party claims, and the reasonable external costs of responding to them, to the extent caused by: (a) Client Data, content, configurations or instructions that infringe another person's rights or were collected, supplied or instructed for use unlawfully; (b) your material breach of the Agreement or applicable law; (c) claims by your customers, end users, employees, contractors or regulators relating to your products, services, content or compliance; (d) your unauthorised or unsafe use of the Services, including use in high-risk or regulated settings without appropriate human oversight or contrary to the Order; and (e) an act or omission of a User acting under your authority. The indemnity is reduced to the extent the claim was caused or increased by our breach, negligence, wilful misconduct or failure to mitigate, and it does not require payment of a fine or penalty to the extent indemnification would be unlawful. We will give you reasonably prompt notice, allow you to control the defence with competent advisers, and co-operate at your reasonable cost. You may not settle in a way that admits fault by us, imposes a non-monetary obligation on us, or fails to release us, without our prior written consent (not to be unreasonably withheld).

11.2 Our IP indemnity. We will defend you from any third-party claim brought in an Australian court that a Deliverable (excluding Client Data, configurations made to your specification, Third-Party components, OSS, AI-generated outputs, anything modified after delivery, and anything used in combination with non-approved items) as delivered by us infringes a registered Australian patent, an Australian copyright, or a registered Australian 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. This is your sole and exclusive remedy for any infringement claim. Our liability under this clause is in any event subject to and within the cap in §10.2.

11.3 Client insurance & risk management. You will obtain and maintain, at your own cost and at all relevant times, all insurances appropriate to your business, your industry, the engagement and the risks you ask us to address, including (where applicable) public/general liability, employer's liability and workers' compensation, cyber-liability and data-breach response, professional indemnity, management liability, product liability, contents and business-interruption, and motor insurance, with reputable insurers, on standard terms, with prudent limits. You warrant that such insurance is in place when each Order commences and will provide certificates of currency on request. Where reasonable in light of the engagement (including any engagement involving access to your premises, systems, networks, customer data, marketing channels or financial systems), you will, on request, name YES AI as an additional insured (or interested party) under such policies, and procure waivers of subrogation in our favour, to the extent permitted by your insurer. You acknowledge that each party is responsible for arranging and maintaining its own insurances as it sees fit, that you must not rely on YES AI's insurances (if any), and that the cap in §10.2 applies regardless of insurance held by either party. You will operate appropriate risk-management practices for your own business (including, where relevant, business continuity, disaster recovery, data backups, change control, access management, fraud prevention, and human review of AI outputs).

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) publish a benchmark that knowingly uses a materially misleading method or result, falsely represents our performance, or discloses our Confidential Information - this does not restrict an honest review, a good-faith complaint, a protected disclosure, a regulator communication, legal evidence, or fair comparative testing that accurately explains its method and limitations; (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. Any provision that by its nature should survive termination will do so, including (without limitation) §§1.2-1.4, 2, 3.5-3.7, 4.2-4.4, 4.6, 5 (for amounts accrued, refunds, cost recovery), 6, 7, 8.3, 9-13, 14.4-14.5, 15-21, and Attachments A-B.

15. Publicity, Reference Use & Non-Solicitation

15.1 Reference use. We love celebrating customer success. You grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable and transferable licence to use, reproduce, display, distribute, modify and create derivative works of your name, business names, logos, trade marks, service marks, brand assets, domain names, screenshots, recordings and depictions of the Services as configured for you, project descriptions, use cases, outcomes, anonymised or aggregated metrics and statistics, and any statements, quotes or testimonials made by your personnel in connection with the Services (together, "Reference Materials"), for any of our marketing, sales, public relations, recruiting, training, partner, investor relations, awards, fundraising, business development and reference activities, across any medium and any channel now known or later developed (including our websites, social media, pitch decks, case studies, white papers, blog posts, advertisements, podcasts, videos, conference talks and printed materials). This licence survives termination and continues unless and to the extent expressly varied by a signed writing that specifically references this clause. Where we publish a detailed, attributed case study we will share a draft with you for input, but approval is not required for use of Reference Materials generally.

15.2 Non-solicitation of personnel. During an engagement and for 6 months after it ends, you will not knowingly and directly solicit for employment or engagement a YES AI employee or contractor with whom you had material direct contact through that engagement in the preceding 6 months, where the purpose is to cause that person to leave or materially reduce their work with us. This does not apply to a general advertisement not directed at our personnel, an unsolicited approach initiated by the person, a relationship or recruitment discussion that pre-dated the engagement, or a person whose engagement with us ended independently more than 3 months earlier. You may ask for our written consent, which we will not unreasonably withhold. If you engage someone in breach, you will reimburse our reasonable, documented external recruitment and transition costs and net disruption loss actually caused by the breach, subject to our duty to mitigate and capped at 15% of that person's annual base remuneration. This clause does not create an automatic liquidated sum or permit double recovery.

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

17.1 Each party self-insures its own risk. Each party is solely responsible for arranging, maintaining and paying for any and all insurance it considers appropriate for its business, the Services and the engagement. We make no representation or warranty that we hold, will hold, or will at any time procure any specific insurance, or any minimum cover, or any cover at all, in connection with the Services or any liability we may have to you, and you must not rely on the existence, scope, adequacy or continuity of any insurance we may hold.

17.2 No subrogation. You will procure that your insurers waive all rights of subrogation, contribution and recovery against YES AI, its Affiliates and personnel, to the extent permitted by your policies and applicable law. The limits of liability and indemnities in this Agreement apply regardless of any insurance recoveries.

17.3 Bespoke cover at Client cost. If you require us to obtain, evidence or maintain particular insurance, endorsements or limits for your engagement, this must be specified in the Order; subject to availability and reasonableness, we may agree to do so on terms (including premiums, broker fees and admin uplifts) charged to you, or we may decline.

17.4 No expansion of liability. Nothing in this clause expands the limits of liability, indemnities, exclusions or sub-caps elsewhere in this Agreement.

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, or from commencing proceedings to recover undisputed amounts due.

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 to perform (other than an obligation to pay) due to events beyond its reasonable control, including natural disasters, fire, flood, severe weather, pandemics or epidemics, war, terrorism, civil unrest, labour action, governmental orders, embargoes or sanctions, cyber attacks, malware, denial-of-service events, internet, hosting, telecommunications or utility outages, and the failure, suspension, deprecation, rate-limiting, restriction or material change of any upstream cloud, model, telephony, payment, identity, transcription, AI or other third-party provider, API or service. The affected party will use reasonable efforts to mitigate, and may suspend affected portions of the Services for the duration of the event.

19.4 Notices. Legal notices must be sent by email to the addresses in the Order (or [email protected] 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)

The annexes below apply to engagements in the relevant sector and are in addition to (not instead of) the rest of these Terms. They reflect common sector-specific risks; we may agree additional or different terms in an Order.

Aged Care, Healthcare, Hospitals & Pharma. You will ensure compliance with the Aged Care Act, My Health Records Act, the Privacy Act and APPs (and any State health-records legislation), TGA and AHPRA requirements, professional codes of conduct, and applicable accreditation standards. You will implement human review for any clinical-adjacent use, ensure outputs are not relied upon for diagnosis, triage or treatment, and provide appropriate disclaimers to patients and residents. The Services are not TGA-regulated medical devices and are not intended for safety-critical or life-sustaining use.

Allied Health, NDIS, Psychology & Counselling. You will operate within your registered scope of practice, comply with NDIS Code of Conduct, NDIS Practice Standards, AHPRA registration conditions and APS/professional ethics, hold appropriate working-with-children and police checks where required, and ensure mandatory reporting obligations are met. AI outputs must not be presented as clinical advice or therapy and must be reviewed by a suitably qualified practitioner before any clinically relevant use.

Veterinary. You will ensure outputs are reviewed by a registered veterinarian before clinical use, comply with State veterinary practice legislation, and maintain appropriate animal-welfare and Schedule 4 medication controls. The Services are not a substitute for veterinary examination.

Legal, Migration & Conveyancing. You will operate within your practising certificate and any MARA registration, supervise non-lawyer staff appropriately, and ensure all client-facing outputs are reviewed by a qualified practitioner. We do not provide legal advice, are not your legal representative, and are not engaged under any retainer or duty of care to your clients. AI outputs may be incorrect or misaligned with current case law and must be verified.

Financial Services, Mortgage Broking, Insurance & Accounting. You will hold all required licences and authorisations (AFSL/ACL, ASIC registration, FBAA/MFAA membership, TPB registration, professional body memberships) and comply with Best Interests Duty, NCCP, ASIC RG175/271, AFCA, AML/CTF (AUSTRAC), Privacy Act, Tax Practitioners Code of Professional Conduct, and the Code of Banking Practice as applicable. We do not provide financial product advice, credit advice, tax advice or insurance advice; AI outputs are informational only and must be reviewed by a licensed practitioner before being relied upon. You will maintain records and audit trails as required by your regulator.

Real Estate & Property Management. You will comply with State real-estate licensing legislation, residential and commercial tenancies legislation, trust accounting rules, REIA/REIV codes, Anti-Money Laundering obligations, and Australian advertising law (including underquoting prohibitions). AI outputs are not appraisals, valuations, market opinions or legal advice and must be reviewed by a licensed agent before use.

Education, Tutoring & Childcare. You will hold all working-with-children and police clearances required, comply with the National Quality Framework, ACECQA, mandatory reporting laws, child-safe standards, and school/registered-training-organisation regulatory requirements, and ensure age-appropriate supervision of any AI-mediated interaction with children. AI outputs are not a substitute for qualified educator judgement.

Charity, Not-for-Profit & Social Enterprise. You will comply with ACNC governance and reporting standards, fundraising legislation in each State, deductible-gift-recipient rules, and any donor or grant conditions. Promotional or charity offers (including the VIC charity offer) are subject to §3.7 and to eligibility verification.

Government & Public Sector. Engagements with Australian, State, Territory and local government bodies are subject to the agency's procurement, security, privacy, and probity rules, which the agency must communicate to us in writing in advance. We do not accept "deemed" or implied compliance with agency policies that are not provided to us. The Services are not provided under any GovERP, ICT panel, or whole-of-government agreement unless explicitly stated.

Construction, Trades, Manufacturing, Mining, Agriculture & Industrial. You retain full and exclusive responsibility for work health and safety, fatigue management, plant operation, supply-chain integrity, environmental compliance, lawful subcontracting, security of payment compliance and any sector-specific licensing. The Services are not a control measure for any safety-critical hazard and must not be used as the sole basis for any decision affecting human, animal or environmental safety.

Hospitality, Food, Beverage & Retail. You will ensure marketing consent, menu/price accuracy, allergen, dietary and labelling disclosures, food-safety compliance, RSA where alcohol is served, and accuracy of any AI-generated or automated customer communications. We are not responsible for dietary or allergen errors, stock or pricing errors, or any consumer claim arising from your products or service.

Logistics, Transport & Contact Centres. You will ensure lawful monitoring of staff and driver communications, fatigue and chain-of-responsibility compliance, customer-recording notices, appropriate handling of payment and identity data, and compliance with the ACMA Telecommunications Consumer Protections Code where applicable.

Marketing, Advertising, Telemarketing & Communications. §9.7 applies. You will additionally maintain auditable consent and unsubscribe records, suppression lists, ad-substantiation files, and compliance with the Spam Act 2003, Do Not Call Register Act 2006, Privacy Act 1988 and APPs, the AANA Code of Ethics, ACMA codes, the Therapeutic Goods Advertising Code (where applicable), the Australian Consumer Law (including against misleading or deceptive conduct, false testimonials and fake reviews), and the rules of any platform on which campaigns are run.

Cybersecurity & Information Security. §9.8 applies. In addition: where Notifiable Data Breaches scheme, Critical Infrastructure obligations, APRA CPS 234, ISO/IEC 27001, Essential Eight, PCI-DSS, SOC 2, ACSC, or sectoral cyber rules apply to your business, you remain solely responsible for compliance, breach notification, and regulator engagement; nothing we do or report on your behalf transfers, satisfies or evidences such compliance unless an explicit, signed addendum says so.