Client Terms and Conditions

These Client Terms and Conditions apply to the supply of products, software, licences, subscriptions, professional services, managed services, support services, AI services, automation services, data services and related technology services by Taidotech Pty Ltd. These Terms should be read together with any proposal, quote, order form, statement of work, managed services agreement or other written document agreed between Taidotech and the Customer.

1. Definitions

Taidotech, we, us or our means Taidotech Pty Ltd.

Customer, you or your means the person or organisation acquiring Products, Licences, Subscriptions or Services from Taidotech.

Agreement means these Terms together with any applicable proposal, quote, order form, statement of work, managed services agreement or other written agreement between the parties.

Customer Data means data, information, files, records, content, prompts, transcripts, call records, documents, system data or other materials provided by or on behalf of the Customer, or processed through systems used in connection with the Services.

Deliverables means any work product, configuration, documentation, report, design, workflow, integration, software, automation, dashboard, AI agent configuration, output or other material created or supplied by Taidotech as part of the Services.

Licence means a right to use software, a platform, a third-party product, a Taidotech product, a SaaS service, an AI service or other licensed technology.

Products means hardware, software, licences, subscriptions, third-party products, cloud services, telecommunications services, AI services, data services or other technology products supplied or arranged by Taidotech.

Services means consulting, design, implementation, configuration, integration, development, support, maintenance, managed services, AI, automation, data, reporting, training, advisory or related technology services supplied by Taidotech.

Subscription means recurring access to a software, platform, support, managed service, AI service, automation service or other recurring service.

2. Application of these Terms

These Terms apply to all Products, Licences, Subscriptions and Services supplied by Taidotech unless otherwise agreed in writing. Where there is inconsistency between documents, the following order of priority applies: a signed managed services agreement or master services agreement; a signed statement of work; an accepted proposal, quote or order form; these Terms; any purchase order or other Customer document.

Any terms attached to or incorporated into a Customer purchase order do not apply unless expressly accepted by Taidotech in writing.

3. Orders and acceptance

A proposal or quote issued by Taidotech is an invitation for the Customer to place an order. An order is only accepted when Taidotech confirms acceptance in writing, commences supply, or issues an invoice. Unless otherwise stated, quotes are valid for 30 days from the date of issue.

4. Services

Taidotech will provide the Services with reasonable care and skill. The scope of the Services will be as set out in the applicable proposal, statement of work, quote, order form or managed services agreement.

Unless expressly included in writing, the Services do not include out-of-hours support, unlimited changes or revisions, ongoing support after project completion, managed services, cybersecurity monitoring, data cleansing, client-side change management, end-user training, regulatory or compliance advice, or responsibility for third-party platform availability.

5. Professional services, fixed fee work and milestones

For fixed fee Services, Taidotech may invoice on completion of milestones, completion of the project, or as otherwise set out in the relevant proposal or statement of work. Where a milestone is delayed due to Customer delay, unavailable information, or third-party issues, Taidotech may invoice for work completed to date. Any work outside the agreed scope will be treated as a variation.

6. Time and materials services

Where Services are supplied on a time and materials basis, Taidotech will charge for time spent at the agreed rates. Unless otherwise agreed: a standard working day is 8 hours; time and materials work is billed in minimum increments of 4 hours; work is invoiced monthly in arrears or on completion.

7. Block time and prepaid services

Where the Customer purchases prepaid block time, it will be invoiced on acceptance. Unless otherwise agreed in writing: block time is valid for 12 months from the order date; unused block time expires after 12 months; a block time day equals 8 working hours; block time is billed in minimum increments of 2 hours; block time is non-refundable; block time cannot be used for third-party costs, licence fees, subscriptions, cloud consumption or telecommunications charges.

8. Scheduling, cancellation and rescheduling

The Customer should provide at least 10 business days' notice when requesting scheduled resources. If the Customer cancels or reschedules booked work with less than 5 business days' notice, Taidotech may charge 75% of the applicable day rate for affected resources. With less than 3 business days' notice, Taidotech may charge 100% of the applicable day rate.

9. After-hours work

Unless otherwise agreed, work performed outside normal business hours will attract additional loading: Monday to Friday after hours — 50% loading; weekends and public holidays — 100% loading. Normal business hours are Monday to Friday, excluding public holidays, during ordinary business hours in the location where the Services are performed.

10–11. Products, licences and subscriptions

Taidotech may supply or arrange Products, Licences and Subscriptions, including third-party software, cloud services, AI services, telecommunications services, SaaS services and other technology products. The Customer acknowledges that third-party Products, Licences and Subscriptions may be subject to separate vendor terms, licence terms, acceptable use policies and support terms. The Customer is responsible for complying with all applicable third-party terms.

Where Taidotech supplies software licences, the Customer receives only the licence rights expressly granted. The Customer must not copy, modify, reverse engineer, resell, sublicense or otherwise use software outside the applicable licence terms. Licence fees are payable for the full licence term, even if the Customer stops using the software before the end of that term, unless otherwise agreed in writing.

12. SaaS, platform and managed service subscriptions

Where Taidotech supplies a Subscription, the Customer must pay the applicable recurring fees for the agreed subscription term. Unless otherwise stated: subscription fees are payable monthly in advance; subscription fees are non-refundable; the Customer must provide at least 30 days' written notice to cancel a month-to-month Subscription; fixed-term Subscriptions continue for the agreed term and cannot be cancelled early without Taidotech's written agreement.

Taidotech may suspend access for non-payment, security risk, misuse or breach of these Terms.

13. Usage-based charges

Some Services, Products, Licences or Subscriptions may include usage-based charges for AI model usage, voice minutes, call minutes, SMS or messaging usage, API calls, transcription, storage, data transfer, cloud consumption, telecommunications, and third-party platform usage. Unless otherwise stated in writing, usage-based charges are additional to project fees, licence fees, subscription fees, support fees and platform fees. The Customer is responsible for all usage generated through its users, systems, integrations, customers, staff, agents or authorised accounts.

14. AI, automation and voice services

Some Taidotech Services may include artificial intelligence, automation, voice agents, chat agents, workflow automation, transcription, classification, analytics, decision-support or similar functionality. The Customer acknowledges that AI and automation outputs may not always be complete, accurate, current, appropriate or free from error. Unless expressly agreed in writing, AI and automation Services are not intended to provide medical, legal, financial, emergency, clinical or other professional advice.

The Customer is responsible for: reviewing outputs before relying on them; implementing appropriate human oversight; determining whether the Services are suitable for its use case; ensuring the Services are used lawfully and ethically; ensuring appropriate notices, consents and approvals are obtained; and ensuring the Services are not used in a way that creates unacceptable risk to individuals.

15. Pilot, proof-of-concept and beta services

Where Services are supplied as a pilot, proof-of-concept, trial, demonstration, prototype or beta service, the Customer acknowledges that the Services may be incomplete, experimental, limited in functionality or subject to change. Unless otherwise agreed in writing, pilot and proof-of-concept services are provided for evaluation purposes only and should not be used in production or relied on for critical business, clinical, safety, emergency or regulated decisions.

16. Customer responsibilities

The Customer must: provide timely access to required systems, data, people, documentation and approvals; ensure information supplied to Taidotech is accurate and complete; maintain appropriate backups of its own systems and data; obtain all required licences, permissions, approvals and consents; ensure its users comply with applicable terms and policies; use the Products, Licences, Subscriptions and Services lawfully; maintain suitable security controls; promptly notify Taidotech of issues, incidents, errors or suspected unauthorised access; and ensure it has authority to provide Customer Data to Taidotech.

Taidotech is not responsible for delay, error, rework, additional cost or failure caused by the Customer's failure to meet these responsibilities.

17. Customer Data

The Customer retains ownership of Customer Data. The Customer grants Taidotech a right to access, use, process, store, transmit and disclose Customer Data only as reasonably required to provide the Services, support and maintain those Services, comply with law, and manage security, audit, billing and operational requirements.

The Customer is responsible for ensuring it has all rights, permissions, consents and lawful authority required to provide Customer Data to Taidotech and allow Taidotech to process it. Taidotech may use de-identified or aggregated information for analytics, service improvement, benchmarking and product development, provided it does not reasonably identify the Customer or any individual.

18. Privacy

Each party must comply with applicable privacy laws. Taidotech's handling of personal information is also subject to its published Privacy Policy. Where the Customer provides personal information to Taidotech, the Customer warrants that it has obtained all necessary consents, provided all necessary notices, and has a lawful basis for doing so.

19. Overseas personnel and offshore access

The Customer acknowledges that Taidotech may use employees, contractors or service providers located outside Australia to assist in delivering the Services. This may include personnel located in countries such as the Philippines. Where overseas personnel have access to Customer Data or personal information, Taidotech will take reasonable steps to ensure appropriate confidentiality, privacy and security safeguards are in place. Additional restrictions on offshore access must be agreed in writing.

20. Security

Taidotech will take reasonable steps to protect Customer Data and systems accessed by Taidotech, having regard to the nature of the Services, the sensitivity of the information, and any agreed Customer requirements. Unless expressly stated in writing, Taidotech does not warrant that any Product, Licence, Subscription, Service, system, integration, AI service or third-party platform will be free from vulnerabilities, interruption, unauthorised access, data loss or security incidents.

21. Third-party platforms and dependencies

The Customer acknowledges that the Services may depend on third-party platforms, software, APIs, cloud services, telecommunications services, AI models, data sources, vendor products or Customer systems. Taidotech is not responsible for outages, changes, defects, pricing changes, performance issues, data issues, security incidents, licence changes or service limitations caused by third-party systems outside Taidotech's reasonable control.

22–23. Delivery and acceptance of deliverables

Taidotech will use reasonable endeavours to deliver Products, Licences, Subscriptions and Services by agreed dates. Delivery dates are estimates unless expressly stated to be binding.

Unless otherwise agreed, the Customer must notify Taidotech in writing of any material defect or non-conformance in a Deliverable within 7 days of delivery. If the Customer does not provide written notice within that period, the Deliverable is deemed accepted. If the Customer uses a Deliverable in production or for commercial purposes, the Deliverable is deemed accepted from the first day of that use.

24. Changes and variations

Any variation to scope, timing, assumptions, dependencies, Deliverables or Services must be agreed in writing. Taidotech may charge for variations at its then-current rates unless otherwise agreed. A variation may be required where the Customer changes requirements, assumptions prove incorrect, additional integrations are required, source systems differ from those described, data quality issues require additional work, or third-party platforms impose new requirements.

25–28. Payment, late payment, taxes and pricing

Unless otherwise agreed in writing: invoices are payable within 30 days of invoice date; Products, Licences and Subscriptions may be invoiced on order acceptance; fixed fee Services may be invoiced by milestone, monthly, upfront or on completion; time and materials Services may be invoiced monthly in arrears; usage-based charges may be invoiced monthly in arrears or as incurred. The Customer must pay all invoices without set-off, deduction or withholding unless required by law.

If the Customer does not pay an invoice by the due date, Taidotech may charge interest on overdue amounts, suspend supply of Products, Licences, Subscriptions or Services, require payment in advance for future supply, recover reasonable debt collection costs, or terminate or suspend the relevant order or Agreement. Unless otherwise stated, interest accrues daily at a rate equal to 2 percentage points above the overdraft rate charged by the Commonwealth Bank of Australia on overdraft accounts over $50,000.

Unless otherwise stated, all prices are exclusive of GST and other applicable taxes, duties, levies and government charges. The Customer must pay any applicable GST in addition to the quoted price. Taidotech will issue a valid tax invoice where GST is payable. Quoted prices are valid for 30 days. Taidotech may adjust pricing where there are changes in exchange rates, vendor pricing, taxes, or costs outside Taidotech's reasonable control.

29–30. Warranties and service defects

Taidotech will provide Services with reasonable care and skill. Nothing in these Terms excludes, restricts or modifies any right, guarantee, warranty or remedy that cannot be excluded under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, or any other applicable law. To the extent permitted by law, Taidotech excludes all warranties, representations and guarantees not expressly stated in the Agreement.

If the Customer reports a defect in Services within 30 days of delivery, and the defect is caused by Taidotech's failure to provide the Services in accordance with the Agreement, Taidotech will use reasonable efforts to rectify the defect at no additional charge. This does not apply to defects caused by Customer changes, Customer misuse, third-party systems, inaccurate Customer Data, changes to the operating environment, or use outside the agreed scope.

34. Intellectual property

The Customer retains ownership of Customer Data. Taidotech retains ownership of all pre-existing intellectual property, methodologies, templates, software, tools, code libraries, know-how, AI agent frameworks, platform components, reusable accelerators, documentation, designs, processes and materials developed independently of the Customer.

Unless otherwise agreed in writing, Taidotech also retains ownership of intellectual property created in the course of providing the Services, including reusable software, AI configurations, automation components, integration patterns, dashboards, workflows, prompt structures, analytics methods and platform components. Subject to payment of all fees, Taidotech grants the Customer a non-exclusive, non-transferable licence to use the Deliverables for the Customer's internal business purposes.

38–39. Limitation of liability and indemnity

To the extent permitted by law, Taidotech is not liable for indirect, consequential, special or economic loss, including loss of profits, revenue, goodwill, opportunity, data, business interruption, anticipated savings or reputational damage.

To the extent permitted by law, Taidotech's total aggregate liability arising out of or in connection with the Agreement is limited to the amount paid by the Customer to Taidotech for the relevant Products, Licences, Subscriptions or Services giving rise to the claim in the 12 months before the event giving rise to the claim. This limitation does not apply to liability that cannot be limited or excluded by law.

The Customer indemnifies Taidotech against loss, damage, cost or expense arising from: Customer Data; Customer breach of the Agreement; Customer misuse of Products, Licences, Subscriptions or Services; Customer breach of third-party terms; Customer failure to obtain required consents, approvals or licences; or instructions given by the Customer to Taidotech.

41. Termination

Either party may terminate the Agreement if the other party materially breaches the Agreement and does not remedy the breach within 14 days of written notice. Taidotech may terminate or suspend supply immediately if the Customer fails to pay amounts when due, becomes insolvent, enters liquidation, administration or receivership, breaches confidentiality, licence, acceptable use, privacy or security obligations, or uses the Services in a way that creates material legal, security or operational risk.

On termination: the Customer must pay all amounts due for Products, Licences, Subscriptions and Services supplied up to the termination date; any unpaid committed licence, subscription or third-party costs become immediately payable; the Customer must stop using Taidotech intellectual property except as expressly permitted; and each party must return or destroy confidential information where reasonably required.

49. Governing law

These Terms are governed by the laws of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria and courts entitled to hear appeals from those courts.