Standard Terms
& Conditions

Agentify means the supplier named in an Order and any entity to which that Order is novated or assigned under its terms.

Order means a Work Order or Support Service Agreement that refers to these terms. The Client is the party named in it.

Solution means the software, configuration and documentation Agentify delivers under an Order.

Client Data means data the Client or its users put into, or produce with, the Solution, including reports.

Defect means a reproducible failure of an included function to meet its acceptance criteria.

Business Day means a day that is not a Saturday, Sunday or public holiday in Western Australia.

The Client owns its Client Data and the reports it produces.

Agentify must use Client Data only to build, support and fix the Solution, and must not use it for marketing, model training or demonstrations to others.

AI-assisted outputs are drafts. A competent person from the Client must review every output before it is issued or relied on.

The Client must enter only data it has approved into the Solution. Before live data is processed, the Client must confirm any head-contract, security, classification and processing-location requirements for the third-party services the Solution uses.

The Client must not enter live data until it has confirmed in writing that the data is classified no higher than OFFICIAL (or OFFICIAL: Sensitive if agreed in writing) and that its head contract permits the processing described in the Order. The Client must not enter data that is classified PROTECTED or above, or that is controlled under the Defence Trade Controls Act 2012 (Cth) or foreign export controls, unless Agentify has agreed in writing.

Where an Order states a hosting location, Client Data hosted by the Solution must be stored there. The Client is responsible for its devices, networks, identity tenant, user accounts and the people it authorises. Data the Client deletes from its own devices may not be recoverable by Agentify.

Each party must promptly notify the other of a suspected incident affecting the other's data or systems, and cooperate on containment and reporting.

After handover and the end of support, Agentify must delete its working copies of Client Data within thirty (30) days, unless law requires otherwise.

Security descriptions, such as a security statement, are provided for information and do not form part of an Order unless expressly attached to it.

On payment of the build fee in full, the Client owns the Solution (its source code, configuration, Client-specific prompts, reports and Client Data), other than Agentify's Background IP (clause 3.2).

Agentify keeps all rights in its Background IP, meaning software, templates, libraries, infrastructure code, prompts, methods and know-how that are not specific to the Client, whether created before or during an Order. The Client receives a perpetual, irrevocable, royalty-free, non-exclusive licence to use, copy and modify Background IP embedded in the Solution for its own business purposes. Nothing prevents Agentify reusing its Background IP, skills or general knowledge for other clients. Third-party and open-source components remain under their own licences.

Each party must keep the other's confidential information confidential and use it only for the Order, during the Order and for five (5) years after it ends. This does not apply to information that is or becomes public other than through a breach, was already lawfully known to the recipient, or is independently developed. A party may disclose it to its personnel and service providers who need it for the Order and are bound by confidentiality, or where required by law.

Agentify must perform its work with reasonable care and skill, and must not subcontract without the Client's written consent. Using the cloud and AI service providers named in the Order or the security statement (including Amazon Web Services and Microsoft) is not subcontracting.

The Client must provide timely information, access, nominated users and decisions. Delay by the Client may move dates.

If an invoice is unpaid fourteen (14) days after its due date, Agentify may suspend work and support after written notice. Agentify must not delete Client Data during a suspension.

Agentify is an independent contractor.

Nothing in these terms excludes, restricts or modifies a right or remedy under the Australian Consumer Law that cannot lawfully be excluded. Where the law allows, Agentify's liability for a failure to comply with a consumer guarantee is limited to supplying the services again or paying the cost of having them supplied again (Competition and Consumer Act 2010 (Cth) Sch 2, s64A).

Otherwise, each party's total liability arising out of or in connection with an Order, whether in contract, tort (including negligence), under statute or otherwise, is limited to the fees paid or payable under that Order. This limit does not apply to the Client's obligation to pay fees, or to fraud or wilful misconduct. Neither party is liable for loss of profit, revenue, anticipated savings, opportunity or goodwill, loss of or corruption to data (except to the extent caused by Agentify's breach of clause 2), business interruption, or any indirect or consequential loss.

Client responsibility. The Client is responsible for how it uses the Solution and its outputs, including every report, certificate or decision it issues or relies on; for the data it chooses to enter; and for complying with its own contracts (including any head contract) and with the law that applies to its business.

Client indemnity. The Client indemnifies Agentify against claims by third parties, and the reasonable costs of defending them, to the extent they arise from: (a) data the Client enters in breach of clause 2.5; (b) a report, certificate or decision the Client issues or relies on without the review required by clause 2.3; or (c) the Client's breach of its own contracts or of law. The indemnity is reduced to the extent Agentify caused or contributed to the claim. The limit and exclusions in clause 6.2 do not apply to this indemnity.

Either party may end an Order for material breach not fixed within fourteen (14) days of written notice, or immediately if the other party becomes insolvent.

Before acceptance, the Client may end an Order for convenience on seven (7) days' written notice. The Client must then pay pro rata for work completed, and Agentify must hand over the work as it stands.

These terms and each Order are governed by Western Australian law. The parties submit to the non-exclusive jurisdiction of the courts of Western Australia and courts of appeal from them.

Before starting proceedings, a party must give written notice of the dispute, and the parties must meet within ten (10) Business Days to resolve it in good faith.

Clause 8.2 does not stop a party seeking urgent interlocutory relief.

Terms on or referred to in a purchase order or other Client document do not apply, even if Agentify accepts or acts on it. Each Order, with these terms and any document it expressly attaches, is the entire agreement about its subject matter.

If a Work Order and a Support Service Agreement conflict about support, the Support Service Agreement governs.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages or changes of third-party cloud, identity or AI services; payment obligations continue.

Clauses 2, 3, 4, 6, 8 and 9 survive the end of an Order.

Notices may be given by email to the contact named in the Order.

Electronic signatures and counterparts are permitted.