Service Agreement
TERMS OF SERVICE
AI BRAIN INFRASTRUCTURE SERVICES
These Terms of Service ("Terms") govern the provision of AI Brain Infrastructure Services by Sweeny Studio Pty Ltd, ABN [INSERT] ("Sweeny Studio," "we," "us," or "our") to you and your organization ("Client," "you," or "your").
BY MAKING PAYMENT FOR OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE OR USE OUR SERVICES.
1. ACCEPTANCE OF TERMS
1.1 Binding Agreement
Your payment for any Services constitutes acceptance of these Terms and creates a legally binding agreement. You represent that you have authority to bind your organization to these Terms.
1.2 Proposal Integration
These Terms incorporate by reference any accepted Proposal or Order Form ("Proposal") outlining specific services, timeline, and pricing. In case of conflict, the Proposal controls over these general Terms.
1.3 Updates to Terms
We may update these Terms with 30 days' notice. Continued use after notice constitutes acceptance of updated Terms.
2. DEFINITIONS
"AI Brain Infrastructure" means our AI-powered business automation system including AI Executives, AI Employees, and supporting technology
"Background IP" means all intellectual property owned or licensed by either party prior to engagement or developed independently
"Confidential Information" means any non-public information disclosed by either party
"Consequential Loss" means indirect, special, incidental, or consequential damages including lost profits, revenue, business opportunity, goodwill, or data
"Data" means all Client business data, content, and information processed by our systems
"Deliverables" means work product specifically created for Client
"Personal Information" has the meaning in the Privacy Act 1988 (Cth)
"Services" means all services we provide under these Terms and any Proposal
"Small Business" means a business with <100 employees or <$10M annual turnover
3. SERVICES PROVIDED
3.1 Service Scope
We provide AI Brain Infrastructure services including:
Setup and configuration of AI Brain Infrastructure
AI Executives and/or AI Employees as specified in your Proposal
Ongoing support and maintenance during business hours
Other deliverables specified in your Proposal
3.2 Implementation
Standard implementation: 6-8 weeks from commencement
Timeline subject to your cooperation and timely provision of requirements
Delays in your obligations may extend timeline
3.3 Support Services
Hours: Monday-Friday, 9:00 AM - 5:00 PM AEST (excluding public holidays)
Response: Best efforts with target 24 business hour initial response
Included: Bug fixes, security updates, minor enhancements
Excluded: Major features, third-party changes, custom development
3.4 Service Levels
Target availability: 95% during business hours
Scheduled maintenance: Outside hours with 48hr notice
Service credits: 5% per percentage point below 95% (max 25% monthly)
4. PAYMENT TERMS
4.1 Fees
Build Fee: As per Proposal
Monthly Fee: As per Proposal
Additional Services: $350/hour or as quoted
All amounts in AUD and exclude GST
4.2 Payment Requirements
Initial Payment: Full Build Fee + first month's service fee due before commencement
Ongoing Monthly Fees: Due monthly in advance
Payment Methods: Bank transfer, credit card, or approved methods
4.3 Late Payment Consequences
Service suspension for payments 30+ days overdue
Interest: 1.5% per month (18% p.a.) on overdue amounts
Recovery of all collection costs and legal fees
Termination rights for persistent non-payment
4.4 Price Adjustments
Annual CPI increases
60 days' notice for other increases
Right to adjust for material scope changes
5. CLIENT OBLIGATIONS
5.1 Your Responsibilities You must:
Provide accurate, complete information
Grant necessary system access and permissions
Designate authorized representative
Participate in required meetings
Provide feedback within 3 business days
Maintain data backups
Ensure lawful use of Services
Comply with Acceptable Use Policy
5.2 Consequences of Non-Compliance Your failure to meet obligations may result in:
Extended timelines
Additional fees
Limited warranty coverage
Service suspension or termination
6. INTELLECTUAL PROPERTY
6.1 Our Technology We retain all rights to:
Pre-existing IP and methodologies
AI frameworks and algorithms
Generic platform improvements
Background technology
You receive a limited, non-transferable license for internal business use during the service term.
6.2 Your Data
You retain ownership of your data
You grant us license to process data for service delivery
We may use anonymized data for service improvement
6.3 Custom Deliverables
Licensed to you for the service term
Perpetual license available via migration option
No resale or distribution rights
6.4 AI-Generated Content
Output using your data belongs to you
You're responsible for reviewing AI outputs
No copyright exists in AI-generated content alone
7. CONFIDENTIALITY
7.1 Mutual Obligations Both parties will:
Maintain strict confidentiality
Use information only for service purposes
Protect with reasonable care
Limit access to need-to-know basis
7.2 Exceptions Not confidential if information:
Is or becomes public (not through breach)
Was rightfully known
Is independently developed
Must be disclosed by law
7.3 Duration Confidentiality survives termination for 5 years.
8. DATA PROTECTION & PRIVACY
8.1 Our Commitments We will:
Comply with Privacy Act 1988 and APPs
Implement appropriate security measures
Store data in Australian data centers (unless agreed)
Notify eligible data breaches within 72 hours
Not transfer data offshore without consent
8.2 Your Responsibilities You must:
Ensure lawful data collection
Obtain necessary consents
Comply with privacy laws
Notify us of any restrictions
8.3 Security Measures
Encryption in transit and at rest
Access controls and monitoring
Regular security assessments
Annual audit rights (30 days' notice)
9. WARRANTIES & DISCLAIMERS
9.1 Our Warranties We warrant:
Services performed with reasonable care and skill
Material conformance to specifications
Appropriate insurance coverage
9.2 DISCLAIMERS EXCEPT AS STATED:
SERVICES PROVIDED "AS IS"
NO IMPLIED WARRANTIES
NO GUARANTEE OF SPECIFIC RESULTS
NO WARRANTY OF ERROR-FREE OPERATION
AI OUTPUTS REQUIRE HUMAN REVIEW
NO THIRD-PARTY SERVICE WARRANTIES
9.3 Consumer Guarantees If you're a Small Business and consumer guarantees apply, liability is limited to resupply or cost of resupply.
10. INDEMNIFICATION
10.1 Mutual Indemnity Each party indemnifies the other for third-party claims arising from:
Breach of these Terms
Violation of law
Gross negligence or willful misconduct
10.2 Your Additional Indemnity You indemnify us for claims arising from:
Your data or content
Your use of Services
Unreviewed AI outputs
Your business operations
10.3 Our IP Indemnity We'll defend against IP infringement claims for our technology as provided, subject to prompt notice and cooperation.
10.4 Proportionate Liability Nothing excludes operation of proportionate liability legislation including Civil Liability Act 2003 (Qld).
11. LIABILITY LIMITATIONS
11.1 LIABILITY CAP OUR MAXIMUM LIABILITY IS LIMITED TO FEES PAID IN THE 12 MONTHS BEFORE THE CLAIM.
11.2 CONSEQUENTIAL LOSS NO LIABILITY FOR CONSEQUENTIAL LOSS.
11.3 EXCEPTIONS Limitations don't apply to:
Death/injury from negligence
Fraud
Confidentiality breaches
Indemnification obligations
Willful misconduct
11.4 TIME LIMIT Claims must be brought within 12 months.
12. TERM & TERMINATION
12.1 Service Term
Minimum term: 6 months (unless otherwise specified in Proposal)
Then month-to-month
Long-term commitments with discounted pricing available
12.2 Termination
For convenience: 30 days' notice after minimum term
For cause: Immediate for material breach, insolvency, or violation
By us: Immediate for non-payment or Terms violation
12.3 Post-Termination
Services cease
All outstanding fees become due
Data returned within 30 days
Some provisions survive
13. MIGRATION OPTION
13.1 Eligibility After minimum term, you may elect to migrate the AI Brain Infrastructure to your own systems.
13.2 Migration Fee
Fee: $14,000 (40 hours at $350/hour)
Additional Hours: Any work beyond 40 hours billed at $350/hour
Payment: Due before migration commences
13.3 Migration Services Include
System architecture documentation
Source code for your specific implementations
Database schemas and migration scripts
API documentation
40 hours of migration support and development
Knowledge transfer sessions
7-day post-migration support period
13.4 Post-Migration Terms
Perpetual license granted for migrated system
We retain all rights to core technology
No ongoing support unless separately agreed
Future support available at $350/hour
13.3 Terms
Perpetual license granted
No ongoing support unless agreed
Additional support at $350/hour
14. AI-SPECIFIC TERMS
14.1 AI Nature You acknowledge:
AI is probabilistic and may err
No accuracy guarantees
Human review required
Not professional advice
14.2 Acceptable Use You won't use Services to:
Violate laws
Create harmful content
Infringe rights
Reverse engineer
Exceed usage limits
14.3 Our AI Commitments
Follow AI Ethics Framework
Implement bias detection
Provide transparency where feasible
Maintain human oversight
15. DISPUTE RESOLUTION
15.1 Process
Direct negotiation (14 days)
Mediation in Brisbane (if needed)
Legal proceedings (last resort)
15.2 Continuation Services continue during disputes.
15.3 Costs Each party bears own costs unless ordered otherwise.
16. GENERAL TERMS
16.1 Relationship We're independent contractors, not partners.
16.2 Force Majeure No liability for delays beyond reasonable control.
16.3 Governing Law Queensland law governs. Non-exclusive Queensland court jurisdiction.
16.4 Entire Agreement These Terms and any Proposal are the complete agreement.
16.5 Severability Invalid provisions are severed or modified to preserve intent.
16.6 Assignment No assignment without consent, except we may assign to successors or use subcontractors.
16.7 Notices Written notices to designated contacts or addresses.
16.8 Insurance We maintain appropriate professional indemnity and general liability insurance.
16.9 Small Business Rights Additional protections may apply if you qualify as a Small Business.
17. CONTACT INFORMATION
Sweeny Studio Pty Ltd
ABN: 91 685 765 280
Email: support@sweenystudio.com.au
Address: 11206/88 Doggett St, Newstead, 4006
For Support: support@sweenystudio.com.au
For Legal: legal@sweenystudio.com.au
18. ACCEPTANCE
BY MAKING PAYMENT, YOU CONFIRM:
You have read and understood these Terms
You have authority to bind your organization
You accept these Terms without modification
You've had opportunity to seek legal advice
Payment constitutes electronic acceptance of these Terms with the same legal effect as a written signature.
Version: 1.0
Effective: 30th April, 2025
© 2025 Sweeny Studio Pty Ltd. All rights reserved.
