Terms of Service

1. Services

1.1 Scope of Services

AI Governance provides professional consulting services related to artificial intelligence governance, risk management, compliance, and strategy. Specific services include:

• AI governance framework development and implementation
• AI risk assessment and audit services
• Regulatory compliance consulting (APRA, ASIC, FMA, RBNZ, Privacy Act)
• AI policy and strategy development
• Training and advisory services
• ISO 42001 certification support

1.2 Professional Relationship

Our relationship with you is that of an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship. We are not your legal, financial, or regulatory advisors unless specifically engaged for such purposes under a separate written agreement.

1.3 Engagement Terms

Specific consulting engagements are governed by separate written agreements ("Statement of Work" or "Consulting Agreement") that detail scope, deliverables, timeline, and fees. In the event of a conflict between these Terms and a Consulting Agreement, the Consulting Agreement prevails.

2. Client Obligations

2.1 Information and Access

You agree to:

• Provide accurate, complete, and timely information necessary for us to perform services
• Grant reasonable access to personnel, systems, and documentation as required
• Respond promptly to requests for information or clarification
• Designate authorized representatives with appropriate decision-making authority
• Notify us promptly of any changes that may affect our services

2.2 Compliance

You represent and warrant that your engagement of our services and provision of information to us complies with all applicable laws, regulations, and internal policies. You are responsible for implementing and maintaining compliance with any recommendations we provide.

3. Fees and Payment

3.1 Fees

Fees for consulting services are specified in the applicable Consulting Agreement. Unless otherwise agreed, fees are based on time and materials at our then-current rates. We reserve the right to adjust rates with 30 days' notice for ongoing engagements.

3.2 Expenses

You are responsible for reimbursing reasonable expenses incurred in providing services, including travel, accommodation, and materials, unless otherwise agreed. Expenses exceeding AUD/NZD 1,000 require prior approval.

3.3 Payment Terms

Invoices are payable within 30 days of invoice date unless otherwise specified. Late payments accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less. We may suspend services for accounts more than 30 days overdue.

3.4 Taxes

Fees are exclusive of all taxes, duties, and similar charges. You are responsible for all applicable taxes except those based on our net income. If we are required to collect or remit taxes, they will be invoiced separately. We comply with all tax obligations and maintain appropriate registrations.

4. Intellectual Property

4.1 Client Materials

You retain all rights to materials, data, and information you provide to us ("Client Materials"). You grant us a non-exclusive license to use Client Materials solely to perform services.

4.2 Deliverables

Upon full payment, you receive a non-exclusive, non-transferable license to use deliverables created specifically for you for your internal business purposes. We retain ownership of methodologies, tools, templates, and pre-existing intellectual property.

4.3 AI Tools Usage

We may use artificial intelligence tools to enhance research, analysis, and document preparation. AI tools are used to augment, not replace, professional judgment. All AI-generated content is reviewed and validated by qualified professionals. We do not input confidential client information into public AI systems without prior consent.

5. Confidentiality

5.1 Confidential Information

Both parties agree to maintain confidentiality of information disclosed during the engagement that is marked as confidential or would reasonably be considered confidential. This obligation survives termination for five years, except for trade secrets which remain confidential indefinitely.

5.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of these Terms
• Was rightfully known prior to disclosure
• Is independently developed without use of confidential information
• Is required to be disclosed by law, court order, or regulatory authority

5.3 Data Protection

We process personal data in accordance with our Privacy Policy and applicable data protection laws, including the Australian Privacy Act 1988 and New Zealand Privacy Act 2020. We implement appropriate technical and organizational measures to protect data, including encryption, access controls, and regular security assessments.

6. Warranties and Disclaimers

6.1 Professional Standards

We warrant that services will be performed with reasonable skill and care consistent with professional consulting standards. Our personnel possess appropriate qualifications, licenses, and certifications required to perform services.

6.2 Disclaimers

Except as expressly stated, we provide services "as is" without warranties of any kind. We specifically disclaim:

• No Guarantee of Outcomes: We do not guarantee specific results, regulatory approval, or certification
• No Legal Advice: Our services do not constitute legal advice unless specifically engaged as legal counsel
• Information Accuracy: While we strive for accuracy, we rely on information you provide and publicly available sources
• Regulatory Changes: Advice is based on laws and regulations in effect at the time; we are not responsible for subsequent changes

7. Limitation of Liability

7.1 Cap on Liability

To the maximum extent permitted by law, our total liability for any claims arising from or related to services is limited to the fees paid by you in the 12 months preceding the claim, or AUD/NZD 50,000, whichever is greater.

7.2 Exclusion of Consequential Damages

We are not liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, revenue, data, or business opportunities, even if advised of their possibility.

7.3 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any consumer rights or remedies under the Australian Consumer Law or other applicable laws that cannot be excluded. Where we are liable for breach of a non-excludable guarantee, our liability is limited to re-supplying services or paying for re-supply of services, at our option.

7.4 Claims Period

Any claim must be brought within 12 months of the date when you first became aware (or reasonably should have become aware) of the facts giving rise to the claim.

8. Indemnification

8.1 Client Indemnity

You agree to indemnify and hold us harmless from claims arising from: (a) your breach of these Terms; (b) your violation of laws or regulations; (c) inaccurate or incomplete information you provide; or (d) your implementation or use of our recommendations.

8.2 Our Indemnity

We will indemnify you from claims that our services infringe third-party intellectual property rights, provided you notify us promptly and grant us control of the defense. This indemnity does not apply to modifications you make or use outside the scope of our authorization.

9. Term and Termination

9.1 Term

These Terms are effective when you access our website or engage our services and continue until terminated. Consulting engagements have terms specified in the applicable Consulting Agreement.

9.2 Termination for Convenience

Either party may terminate an engagement with 30 days' written notice unless otherwise specified. You remain responsible for fees for services performed and non-cancellable expenses incurred through the termination date.

9.3 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms and fails to cure within 15 days of notice
• Becomes insolvent or enters bankruptcy proceedings
• Violates laws or regulations that materially affect the engagement

9.4 Effect of Termination

Upon termination, you must pay all outstanding fees and expenses. Sections relating to fees, intellectual property, confidentiality, limitations of liability, and dispute resolution survive termination. We will return or destroy Client Materials as directed, retaining copies as required by law.

10. Dispute Resolution

10.1 Good Faith Negotiation

Before initiating formal proceedings, parties agree to attempt to resolve disputes through good faith negotiation for at least 30 days.

10.2 Mediation

If negotiation fails, parties agree to attempt mediation through a mutually agreed mediator or mediation service before pursuing litigation or arbitration.

10.3 Governing Law and Jurisdiction

These Terms are governed by:

• Australian Clients: Laws of New South Wales, Australia. Disputes are subject to exclusive jurisdiction of courts in Sydney, New South Wales.
• New Zealand Clients: Laws of New Zealand. Disputes are subject to exclusive jurisdiction of courts in Auckland, New Zealand.

11. General Provisions

11.1 Entire Agreement

These Terms, together with any Consulting Agreement and Privacy Policy, constitute the entire agreement between parties and supersede all prior communications and understandings.

11.2 Amendments

We may update these Terms by posting revised terms on our website with a new "Last Updated" date. Continued use of services after changes constitutes acceptance. Material changes to existing engagements require written agreement.

11.3 Assignment

You may not assign or transfer rights or obligations under these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets.

11.4 Force Majeure

Neither party is liable for delays or failures in performance due to causes beyond reasonable control, including natural disasters, pandemics, government actions, telecommunications failures, or cyberattacks. We will use reasonable efforts to mitigate impact and resume performance.

11.5 Severability

If any provision is found unenforceable, it will be modified to achieve the intended economic effect to the maximum extent permitted, and remaining provisions remain in full force.

11.6 Waiver

Failure to enforce any right or provision does not constitute a waiver. Waivers must be in writing and signed by the waiving party.

11.7 Notices

Notices must be in writing and delivered by email (with confirmation of receipt), registered mail, or courier to addresses specified in the Consulting Agreement or to our contact information below.

11.8 Relationship of Parties

The parties are independent contractors. Nothing creates an employment, partnership, joint venture, or agency relationship. Neither party may bind the other or represent themselves as having authority to do so.

11.9 Third-Party Beneficiaries

These Terms do not confer rights or benefits on any third parties.

12. Website Terms

12.1 Acceptable Use

You agree not to:

• Use the website for unlawful purposes or in violation of these Terms
• Attempt to gain unauthorized access to systems or data
• Interfere with or disrupt website functionality or servers
• Transmit viruses, malware, or harmful code
• Scrape, copy, or aggregate website content without authorization
• Impersonate others or misrepresent your affiliation

12.2 Website Availability

We strive to maintain website availability but do not guarantee uninterrupted access. We may suspend access for maintenance, updates, or unforeseen circumstances without liability.

12.3 Third-Party Links

Our website may contain links to third-party websites. We do not endorse or assume responsibility for third-party content, products, or services. Access third-party websites at your own risk.

12.4 Content Accuracy

While we strive for accuracy, website content is for informational purposes only and should not be relied upon as professional advice. Laws and regulations change; content may not reflect the most current developments.

13. Compliance and ESG

13.1 Regulatory Compliance

We maintain appropriate business licenses, professional indemnity insurance, and comply with applicable laws and regulations. We require all personnel to hold necessary qualifications and certifications.

13.2 Ethical Standards

We adhere to professional codes of conduct and ethical standards applicable to consulting services. We maintain independence, objectivity, and integrity in all engagements.

13.3 Environmental and Social Responsibility

We are committed to minimizing environmental impact and supporting social responsibility in our operations and service delivery.

14. Contact Information

For questions about these Terms, please contact us: