Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and Intelligent Solutions Agency Pty Ltd (ABN: 12 345 678 901) ("ISA", "we", "our", or "us").

By accessing or using our services, website, or platforms, you agree to be bound by these Terms. If you disagree with any part of these Terms, you must not use our services.

If you are accessing or using our services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms.

2. Our Services

2.1 Service Description

ISA provides AI-powered automation, data analytics, and digital transformation services including but not limited to:

• Process automation and workflow optimisation
• Artificial intelligence and machine learning solutions
• Predictive analytics and data insights
• Custom software development
• Consulting and advisory services
• Training and support services

2.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time. We will provide reasonable notice of any material changes that may affect your use of the services.

2.3 Service Availability

While we strive for 99.9% uptime, we do not guarantee uninterrupted or error-free services. Scheduled maintenance and updates will be communicated in advance where possible.

3. Account Registration

3.1 Account Creation

To access certain services, you must create an account by providing accurate, current, and complete information. You agree to update this information to maintain its accuracy.

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Immediately notifying us of any unauthorised use
• Ensuring your account information is accurate and current

3.3 Account Restrictions

You must be at least 18 years old or the age of legal capacity in your jurisdiction to create an account. We reserve the right to refuse service or terminate accounts at our discretion.

4. Acceptable Use Policy

4.1 Permitted Use

You may use our services only for lawful purposes and in accordance with these Terms and any applicable laws and regulations.

4.2 Prohibited Activities

You agree not to:

• Violate any applicable laws or regulations
• Infringe upon intellectual property rights
• Transmit malicious code, viruses, or harmful content
• Attempt to gain unauthorised access to our systems
• Interfere with or disrupt our services or servers
• Engage in data scraping or harvesting without permission
• Use our services for illegal or fraudulent purposes
• Harass, abuse, or harm other users
• Misrepresent your identity or affiliation
• Resell or redistribute our services without authorisation

4.3 Enforcement

We reserve the right to investigate and take appropriate action against violations, including termination of access and legal action.

5. Intellectual Property Rights

5.1 ISA's Intellectual Property

All content, features, and functionality of our services, including but not limited to text, graphics, logos, code, and software, are owned by ISA or our licensors and are protected by Australian and international intellectual property laws.

5.2 Client Data and Content

You retain all rights to your data and content. By using our services, you grant ISA a limited, non-exclusive licence to use, process, and store your data solely for the purpose of providing services to you.

5.3 Deliverables

Unless otherwise specified in a separate agreement:

• Custom developments become your property upon full payment
• ISA retains rights to general methodologies and know-how
• ISA may use anonymised data for service improvement

5.4 Feedback

Any feedback, suggestions, or improvements you provide may be used by ISA without obligation or compensation to you.

6. Payment Terms

6.1 Fees and Charges

You agree to pay all fees associated with your selected services according to the pricing plan or custom agreement. All fees are in Australian Dollars (AUD) unless otherwise specified.

6.2 Payment Methods

We accept payment via:

• Credit/debit cards (Visa, Mastercard, American Express)
• Bank transfer/Electronic Funds Transfer (EFT)
• PayPal and other approved payment processors

6.3 Billing Cycles

Services may be billed:

• Monthly in advance for subscription services
• Upon completion for project-based work
• According to milestones for long-term projects

6.4 Late Payment

Late payments may incur:

• Interest at 1.5% per month or the maximum allowed by law
• Suspension of services after 30 days
• Recovery costs and legal fees

6.5 Refunds

Refunds are handled on a case-by-case basis. Generally, fees for completed work are non-refundable. Subscription services may be cancelled with 30 days notice.

7. Confidentiality

7.1 Confidential Information

Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the course of the service relationship.

7.2 Obligations

Each party agrees to:

• Protect confidential information with reasonable care
• Not disclose confidential information to third parties
• Use confidential information only for intended purposes
• Return or destroy confidential information upon request

7.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach
• Was rightfully known before disclosure
• Is independently developed without use of confidential information
• Must be disclosed by law or court order

8. Warranties and Disclaimers

8.1 Service Warranty

ISA warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

8.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY OR COMPLETENESS

8.3 No Guarantee of Results

While we strive for excellence, we cannot guarantee specific outcomes, ROI, or business results from our services.

9. Limitation of Liability

9.1 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ISA'S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.

9.2 Exclusions

IN NO EVENT SHALL ISA BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
• LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES
• LOSS OF DATA OR SYSTEM DOWNTIME
• COSTS OF SUBSTITUTE SERVICES

9.3 Exceptions

These limitations do not apply to liability arising from:

• Gross negligence or wilful misconduct
• Breach of confidentiality obligations
• Indemnification obligations
• Matters that cannot be limited under applicable law

10. Indemnification

You agree to indemnify, defend, and hold harmless ISA, its officers, directors, employees, and agents from any claims, losses, damages, liabilities, and expenses (including legal fees) arising from:

• Your breach of these Terms
• Your violation of applicable laws or regulations
• Your use or misuse of our services
• Your infringement of third-party rights
• Content or data you provide

11. Termination

11.1 Termination by You

You may terminate your account at any time by providing 30 days written notice. Termination does not relieve you of payment obligations for services already rendered.

11.2 Termination by ISA

We may terminate or suspend your access immediately if:

• You breach these Terms
• Payment is overdue by more than 30 days
• We suspect fraudulent or illegal activity
• Required by law or court order

11.3 Effect of Termination

Upon termination:

• Access to services will cease immediately
• Outstanding fees become immediately due
• We will return or delete your data per our data retention policy
• Provisions that should survive will remain in effect

12. Dispute Resolution

12.1 Informal Resolution

We encourage resolution of disputes through good faith negotiation. Contact us at [email protected] to initiate discussion.

12.2 Mediation

If informal resolution fails, disputes shall be submitted to mediation administered by the Australian Commercial Disputes Centre (ACDC) in Melbourne before pursuing litigation.

12.3 Arbitration

If mediation is unsuccessful, disputes shall be resolved through binding arbitration under the ACICA Arbitration Rules. The arbitration shall be conducted in Melbourne by a single arbitrator.

12.4 Exceptions

Either party may seek injunctive relief or pursue claims in small claims court for amounts within jurisdictional limits.

13. Governing Law

These Terms are governed by the laws of Victoria, Australia, without regard to conflict of law principles. You consent to the exclusive jurisdiction of the courts of Victoria for any disputes not subject to arbitration.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any service agreements, constitute the entire agreement between you and ISA.

14.2 Amendments

We may modify these Terms at any time. Material changes will be notified via email or website notice. Continued use after changes constitutes acceptance.

14.3 Waiver

No waiver of any provision shall be deemed a further waiver or constitute a waiver of any other provision.

14.4 Severability

If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force.

14.5 Assignment

You may not assign these Terms without our written consent. ISA may assign these Terms in connection with a merger, acquisition, or sale of assets.

14.6 Force Majeure

Neither party shall be liable for delays or failures due to circumstances beyond reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, or government actions.

14.7 Notices

Legal notices must be sent to:

• ISA: [email protected] or our registered address
• You: The email address associated with your account

15. Contact Information

For general enquiries, visit our Contact Page.

For privacy concerns, see our Privacy Policy.

For service level commitments, see our Service Level Agreement.