Terms of Engagement

• These Terms apply when a client accepts a Bunbury AI proposal, signs an SOW, issues a purchase order against a quote, or instructs us to begin work on the basis of a written estimate.
• Each SOW forms a separate contract with these Terms incorporated by reference.
• Where a client has its own master services agreement and we have not signed it, these Terms govern the engagement unless otherwise agreed in writing.

Precedence. Any specific terms set out in a proposal or SOW — including scope, fees, timelines, IP arrangements, warranties, liability caps, deliverable acceptance, support obligations, or any other commercial term — take precedence over these Terms to the extent of any inconsistency, but only for the engagement to which that proposal or SOW applies. These Terms continue to apply to anything the proposal or SOW does not address.

Bunbury AI provides services that may include AI readiness assessment, strategy and roadmapping; training and enablement; custom software development (web, integrations, automations, AI agents); implementation, configuration and integration of third-party tools and AI models; and ongoing support, optimisation and managed services (the “Services”).

The specific scope, deliverables, milestones, timeline, fees and assumptions for each engagement are set out in the SOW for that engagement. “Deliverables” for software work include any source code, configuration, documentation, designs, training materials and other artefacts identified in the SOW or reasonably produced as part of it.

Bunbury AI will perform the Services with the due skill, care and diligence reasonably expected of a competent professional services provider in Australia. Unless an SOW says otherwise, our obligation is one of reasonable effort, not a fixed-outcome guarantee.

You agree to:

• give us timely access to the people, information, systems, accounts and credentials we reasonably need;
• nominate a primary contact empowered to make decisions and provide approvals;
• provide accurate information and prompt feedback within reasonable timeframes;
• be responsible for your own backups, business continuity and operational decisions;
• maintain your own subscriptions and accounts with third-party providers used in the Services (e.g. AWS, Supabase, Microsoft, Google, OpenAI, Anthropic), unless the SOW specifically says we will resell or onboard them on your behalf.

If our progress is delayed because we are waiting on you, we may extend timelines and (if material) charge for resulting idle time at our standard rates, after notifying you.

Fees are set out in the SOW. Unless the SOW says otherwise:

• fees are quoted in Australian dollars (AUD) and are exclusive of GST, which we will add where applicable;
• time-and-materials work is billed monthly in arrears against actual time worked;
• fixed-fee work is billed at the milestones set out in the SOW;
• ongoing or retainer work is billed monthly in advance.

Travel beyond greater Bunbury, accommodation, paid third-party services purchased on your behalf, and other out-of-pocket expenses are recharged at cost. Anything material is flagged before we incur it.

Invoices are payable within 14 days of issue unless the SOW says otherwise. Overdue amounts may attract interest at 2% above the Reserve Bank of Australia cash rate, calculated daily, and we may pause work on overdue accounts after giving you 7 days’ written notice.

If you dispute part of an invoice, pay the undisputed portion on time and tell us in writing within 7 days what is disputed and why. We will work with you in good faith to resolve it.

Each engagement runs for the term in the SOW, or until the Deliverables are completed and accepted.

Either party may terminate any engagement at any time by giving 14 days’ written notice. You pay for work performed up to the termination date, plus any non-cancellable third-party costs we have already committed to on your behalf.

Either party may terminate immediately by written notice if the other party materially breaches these Terms or an SOW and fails to remedy the breach within 14 days of being notified, or becomes insolvent.

On termination we will, on request:

• deliver any work-in-progress and any Deliverables that have been paid for;
• return or, at your option, destroy your Confidential Information and Client Materials in our possession;
• reasonably cooperate with the handover to you or to a replacement provider, charged at our standard rates after the first 4 hours, which are free.

Clauses that by their nature should survive termination (including IP, confidentiality, liability, indemnities and dispute resolution) survive termination.

Background IP. Each party retains all right, title and interest in any IP it owned or developed before the engagement, or that it develops outside the engagement. Nothing in these Terms transfers Background IP.

Bunbury AI Tools. We may use, and may incorporate into Deliverables, our own pre-existing libraries, frameworks, code templates, prompts, agents, components, scripts, training materials and methodologies (“Bunbury AI Tools”). Bunbury AI Tools remain owned by us. Where any Bunbury AI Tool is embedded in a Deliverable, we grant you a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, transferable, sublicensable licence to use, modify, distribute and exploit that embedded Bunbury AI Tool as part of the Deliverable for any purpose, including with third parties.

Client Materials. Anything you provide to us — your data, content, brand assets, business information, customer information — remains yours. You grant us a non-exclusive licence to use Client Materials only as needed to perform the Services.

Custom Deliverables — joint ownership. Subject to the Background IP and Bunbury AI Tools clauses above, the Deliverables that we produce specifically for you under an SOW (including custom source code, configuration, prompts, schemas, designs and documentation) are jointly owned by Bunbury AI and the Client on the following basis:

• each party owns an undivided interest in the Deliverables;
• each party may independently use, modify, copy, distribute, sublicense, commercialise and exploit the Deliverables for any purpose, including with or for third parties (including the other party’s competitors), without the consent of, accounting to, or payment to the other party;
• each party waives any right it might otherwise have under any law to require the other to account for profits or revenue derived from the Deliverables, or to seek consent before exercising any of those rights;
• neither party is obliged to share future improvements, modifications or derivative works it makes to the Deliverables;
• if joint ownership of any Deliverable is not legally effective in a particular jurisdiction, then for that jurisdiction Bunbury AI assigns its interest to the Client and the Client grants Bunbury AI a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, transferable, sublicensable licence to use, modify, distribute, sublicense and exploit the Deliverable for any purpose, achieving the same commercial result.

Take it elsewhere. You can hand the Deliverables (including source code) to another developer or vendor at any time. We will not withhold source code, credentials, deployment access, repositories or documentation as leverage in any commercial dispute.

Confidential Client information stays out. The joint-ownership clause does not give Bunbury AI rights to your Confidential Information, your data, your brand assets, or anything that identifies you or your customers. When we reuse code or components on other engagements, we use them in their generic, non-Client-specific form.

Open source and third-party components. Deliverables may include open source software and third-party components. Those continue to be governed by their own licences. We will keep a reasonable record of material open source components used in your Deliverables and provide it on request.

Feedback. If you give us feedback, suggestions or ideas about our Services or Bunbury AI Tools, we may use them freely without restriction or obligation.

Moral rights. To the extent permitted by law, our personnel consent to acts and omissions in relation to Deliverables that would otherwise infringe their moral rights.

Each party will keep the other’s Confidential Information confidential, use it only to perform or receive the Services, and protect it with at least the same care it uses for its own confidential information (and no less than reasonable care).

Confidential Information includes anything marked confidential, anything a reasonable person would understand to be confidential, business and financial information, customer data, technical information, prompts, models and methodologies. It does not include information that is public through no breach, was already known, is independently developed without using the other party’s Confidential Information, or is rightfully received from a third party.

Either party may disclose Confidential Information if required by law, court order or regulator, after giving the other party (where lawful) reasonable notice.

Publicity. We may identify the Client by name and logo as a Bunbury AI client in our portfolio, on our website and in pitches, and may describe the engagement at a high level. Anything more specific (case studies, quotes, screenshots) requires your prior written approval, which will not be unreasonably withheld.

Both parties will comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles to the extent they apply.

If we handle personal information on your behalf, we will do so only as needed for the Services, in accordance with our Privacy Policy and any data-handling instructions in the SOW. You are responsible for ensuring you have the rights and consents needed to provide personal information to us.

Each party will tell the other promptly if it becomes aware of an actual or suspected data breach affecting the engagement, and cooperate reasonably in responding to it.

We will apply reasonable, industry-standard administrative, physical and technical safeguards to protect Client Materials in our possession. Specific security commitments (if any) live in the SOW.

Services may be delivered using third-party providers (including AWS, Supabase, AI model providers and integration platforms). Some may store or process data outside Australia. We will use reputable providers and disclose major sub-processors on request.

Where we build AI features or integrate AI models on your behalf:

• the underlying models (e.g. Claude, GPT, Gemini) are operated by third parties under their own terms — those terms apply to your use of those models, and we do not control how they work or change;
• AI outputs can be incorrect, biased or unexpected. AI outputs are not professional advice (legal, financial, medical or otherwise). You are responsible for reviewing AI outputs before relying on them or sharing them externally;
• you must not use AI features we deliver to do anything illegal, unsafe, deceptive, or in breach of the underlying provider’s acceptable-use policy;
• we do not warrant that AI features will produce any particular output, will be free of “hallucinations”, or will reach any specific accuracy benchmark unless that benchmark is in the SOW;
• unless the SOW says otherwise, we will not use your data to train third-party foundation models, and we will configure providers’ “no-training” options where they exist.

Each party warrants that it has the authority to enter into the engagement and that performing it will not breach any obligation it owes to a third party.

For 30 days after delivery of a Deliverable, if the Deliverable materially fails to conform to the description in the SOW because of our error, we will re-perform the affected work or correct the Deliverable at no extra cost. This is your sole remedy for non-conformance, and it does not apply to issues caused by your changes, third-party services, your data, or use outside the agreed scope.

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) that cannot be excluded. Where we are permitted to limit liability for breach of a non-excludable consumer guarantee, our liability is limited (at our option) to re-supplying the Services or paying the cost of having them re-supplied.

Subject to the above, the Services and Deliverables are provided “as is” and we disclaim all other warranties, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose and non-infringement.

Subject to the Australian Consumer Law and the carve-outs below, neither party is liable to the other for any indirect, consequential, special, incidental or punitive loss, or for loss of profits, revenue, data, goodwill, anticipated savings or business opportunity, however caused.

Each party’s total aggregate liability under or in connection with an engagement (whether in contract, tort including negligence, statute or otherwise) is capped at the fees actually paid by the Client to Bunbury AI under the relevant SOW in the 12 months immediately before the event giving rise to liability (or, if the engagement has run for less than 12 months, the fees paid to date).

The caps and exclusions above do not apply to: a party’s confidentiality breach involving wilful or reckless misconduct; a party’s indemnity obligations under these Terms; liability that cannot lawfully be excluded or limited (including under the Australian Consumer Law); or fraud or wilful misconduct.

Each party will take reasonable steps to mitigate its losses.

Bunbury AI IP indemnity. We will defend you against, and pay damages awarded by a court (or agreed in settlement) for, any third-party claim that the Deliverables, in the form delivered by us and used in accordance with these Terms, infringe that third party’s Australian copyright, registered trade mark or patent. This indemnity does not apply to claims arising from: Client Materials; modifications made by anyone other than us; combination of Deliverables with other software not supplied by us; use outside the scope of the SOW; or open source or third-party components governed by their own licences. If a claim arises, we may at our option modify the Deliverable, procure rights for you to keep using it, or refund the fees paid for the affected Deliverable in the previous 12 months and terminate the affected portion of the SOW.

Client indemnity. You will indemnify Bunbury AI against any third-party claim arising from: Client Materials infringing third-party rights or law; your use of the Deliverables in breach of these Terms or applicable law; or any data or content you submit to AI features that breaches a third-party right or applicable law.

An indemnity is only available if the indemnified party promptly notifies the indemnifier of the claim, lets the indemnifier control the defence and settlement (without admissions that prejudice the indemnifier), and provides reasonable cooperation.

We may use subcontractors to perform parts of the Services. We remain responsible to you for their work as if it were our own, and ensure they are bound by confidentiality and IP obligations consistent with these Terms.

No poaching. During an engagement and for 12 months after it ends, neither party will solicit for employment any employee or contractor of the other who has been materially involved in the engagement, without the other’s prior written consent. General public job advertisements are fine.

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, civil unrest, pandemics, government action, strikes, internet or major cloud-provider outages, or third-party service failures. The affected party will tell the other promptly and use reasonable efforts to resume performance.

If a dispute arises, the parties’ nominated representatives will meet (in person, by phone or by video) within 14 days of a written notice of dispute and try to resolve it in good faith.

If the dispute is not resolved within 30 days, either party may refer it to mediation administered by the Resolution Institute (or another body the parties agree on) before commencing litigation. This does not prevent either party from seeking urgent injunctive or interlocutory relief.

These Terms and any engagement under them are governed by the laws of Western Australia, Australia. The parties submit to the exclusive jurisdiction of the courts of Western Australia and the Commonwealth courts that hear appeals from them.

• Independent contractors. We are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
• Assignment. Neither party may assign or novate the engagement without the other’s prior written consent (not unreasonably withheld), except that Bunbury AI may assign to a related body corporate or in connection with a sale of substantially all of its business.
• Notices. Notices must be in writing and sent by email to the addresses listed in the SOW (or to hello@bunbury.ai for Bunbury AI). Notices are taken to be received on the next business day after sending, unless the sender has reason to believe delivery failed.
• Entire agreement. The SOW together with these Terms is the entire agreement between the parties about its subject matter, and supersedes all earlier agreements, representations and understandings.
• Variation. Any variation must be in writing and signed (or accepted by email) by both parties.
• Severability. If any provision is held invalid or unenforceable, it is read down to the minimum extent necessary, and the rest of these Terms continues in force.
• No waiver. Failure or delay in exercising a right is not a waiver of that right.
• Counterparts and electronic signature. Engagements may be signed in counterparts and by electronic signature.