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 91 685 765 280 ("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 due before commencement of the build. Ongoing Monthly Fees: Will commence once the build is complete, and are 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 The service term, including any minimum commitment period for ongoing services, will be as outlined in your Proposal. Typically, a 3, 6, or 12-month commitment is selected for ongoing services following the completion of the build phase. If no specific ongoing service term is mentioned in your Proposal, the agreement will cover the build phase, followed by a month-to-month ongoing service arrangement with a 30-day cancellation policy.

12.2 Termination For convenience: 30 days' notice after any minimum term specified in the Proposal. 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 any minimum term specified in the Proposal, 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.