Terms of Service | Aiverse Solutions Australia

These terms explain the rules for using our website, free assessment tools and professional services. They are written for an Australian business audience and should be read with our Privacy Policy.

Important: nothing in these terms excludes rights or remedies that cannot lawfully be excluded, including applicable rights under the Australian Consumer Law.

1. Agreement and who these terms apply to

These Terms of Service are between Aiverse Solutions, ABN 70 682 307 204, referred to as we, us or Aiverse, and the person or organisation using our website, assessment tools or services, referred to as you or the client.

Website visitors accept the parts of these terms that relate to website and assessment use by accessing or using those features. These terms apply to paid services only when they are incorporated into a proposal, statement of work, order form or other service agreement that you accept.

You may accept a service agreement by signing it, approving it by email, selecting an acceptance box, paying an invoice that refers to it, or instructing us to begin work after receiving it. If you accept for an organisation, you confirm that you have authority to bind that organisation.

If documents conflict, the following order applies: a signed master services agreement, the applicable statement of work or accepted proposal, these terms, then other referenced policies. A later document prevails over an earlier document of the same type.

2. Services, proposals and project delivery

We provide AI and workflow automation, custom software, digital marketing, ecommerce and agentic commerce solutions, managed IT services, consulting, assessments and related support. The precise scope, deliverables, assumptions, milestones, fees and service levels for paid work will be set out in the applicable service agreement.

Estimates and target dates are based on the information and access available when they are given. Unless a service agreement expressly says otherwise, a target date is an estimate rather than a guarantee. We will tell you promptly if a material delay becomes apparent.

Work outside the agreed scope requires written approval through a change request, revised proposal or other written variation. We will explain any material effect on fees or timing before starting changed work.

3. Your responsibilities

You must provide accurate information, timely decisions, suitable access to systems and personnel, and any client materials reasonably required for the work. You are responsible for:

confirming that your instructions, data, content and intended use are lawful and that you have the necessary rights, notices and consents
reviewing and testing deliverables before production use, including checking business rules, pricing, content, accessibility and regulatory requirements that apply to your organisation
maintaining secure credentials, multi-factor authentication and appropriate access controls for systems under your control
keeping independent backups unless backup services are expressly included in the service agreement
obtaining professional legal, financial, medical, employment, cybersecurity or regulatory advice where your use case requires it

Delays or additional work caused by missing, late or inaccurate client inputs may affect delivery dates and fees. We will raise this with you and agree any material change before proceeding.

4. Acceptable use

You must not use our website, tools, deliverables or services to:

break any law, infringe another person's rights or process personal information without an appropriate legal basis
create or distribute malware, phishing, spam, deceptive content, abusive material or systems designed to cause harm
gain unauthorised access, probe vulnerabilities, evade security controls or interfere with system availability or integrity
submit secrets, regulated data or sensitive personal information to a tool unless that use has been expressly agreed and suitable safeguards are in place
remove ownership notices, misrepresent the source of content, or resell a service where resale has not been agreed

Reasonable security testing that we have authorised in writing is not prohibited by this section.

5. AI systems and free assessment tools

AI-generated material can be incomplete, inaccurate, outdated or similar to material produced for others. Outputs are recommendations and working material, not guaranteed facts or professional advice. You must apply appropriate human review before relying on an output, sending it to another person or using it to make a decision.

Free assessments are indicative only. Their quality depends on the answers supplied and they are not an audit, certification, security test, legal opinion or promise of business results. Do not use them as the sole basis for a high-impact decision affecting a person's rights, safety, employment, credit, health or access to essential services.

Where a solution uses an external AI provider, your inputs and outputs may be processed by that provider as described in the applicable service agreement and our Privacy Policy. We will not knowingly use confidential client data to train a public model unless you expressly authorise that use in writing.

You remain responsible for determining whether an AI-assisted workflow is suitable for your operations and for maintaining meaningful human oversight. We remain responsible for performing our agreed services with due care and skill.

6. Third-party services and integrations

Our work may connect to services supplied by others, including cloud hosts, AI model providers, Microsoft 365, Google services, Monday.com, payment gateways, ecommerce platforms, advertising networks, social platforms and software libraries. Third-party services have their own terms, privacy practices, fees and availability.

Your service agreement will identify material third-party accounts or fees where reasonably known. You are responsible for maintaining licences and accepting third-party terms for accounts held in your name. We are not responsible for a third party changing or withdrawing its service, but we will provide reasonable assistance under the agreed support arrangements if a change affects your solution.

We may use appropriately qualified subcontractors to deliver parts of the services. We remain responsible for their work to the same extent as if we performed it ourselves and will require them to protect confidential information.

7. Marketing and ecommerce services

Search rankings, advertising performance, leads, sales and platform approval depend on market conditions, customer behaviour and third-party algorithms. We do not guarantee a particular ranking, traffic volume, conversion rate or revenue result unless a specific written guarantee is included in the service agreement.

You are responsible for approving campaigns, budgets, product information, offers and claims before publication. Ecommerce clients remain the merchant of record unless otherwise agreed and are responsible for product safety and accuracy, pricing, taxes, payment arrangements, fulfilment, returns and compliance with consumer laws.

8. Managed IT and security services

Managed IT, monitoring, backup, incident response and cybersecurity obligations apply only to the systems and service levels identified in the service agreement. No connected system can be guaranteed to be continuously available or completely secure.

You must notify us promptly of suspected compromise, staff access changes and material changes to covered systems. Emergency support, disaster recovery, after-hours response, cyber insurance compliance and regulatory incident reporting are included only where expressly stated.

9. Fees, GST and payment

Fees are in Australian dollars unless stated otherwise. GST will be added where applicable and shown on the invoice. Third-party charges, advertising spend, licences, travel and other expenses are included only where the service agreement says they are included.

Invoices are due on the date stated in the service agreement or invoice. If no due date is stated, payment is due within 14 calendar days. If you dispute an invoice, notify us before its due date with enough detail for us to investigate and pay any undisputed amount on time.

After giving reasonable written notice, we may pause affected paid services while an undisputed invoice remains overdue. We will not suspend a service where doing so would create an unreasonable security or safety risk without first working with you on a safe transition.

10. Intellectual property

Each party keeps ownership of material, software, methods, data, branding, templates and know-how it owned or developed independently before the engagement, called background material.

Unless the service agreement says otherwise, you own bespoke final deliverables created specifically for you once all fees for those deliverables are paid. To the extent our background material is embedded in a deliverable, we grant you a perpetual, worldwide, non-exclusive licence to use, copy and modify that background material as part of your use of the deliverable.

We retain ownership of reusable methods, general know-how, development tools, generic components and improvements that do not disclose your confidential information. Third-party and open-source components remain subject to their applicable licences.

You grant us a limited licence to use client materials only as needed to provide the services. You warrant that our authorised use of those materials will not infringe another person's rights. We will not publish your name, logo, project details or results as a case study without permission.

11. Confidentiality

Each party must protect the other party's non-public business, technical, security and commercial information using reasonable care and use it only for the engagement. Confidential information does not include information that is public through no breach, was already lawfully known, is independently developed, or is received lawfully from another source.

A party may disclose confidential information to personnel, professional advisers and approved subcontractors who need it and are bound to protect it, or where disclosure is required by law. Where lawful, the disclosing party will give advance notice of a compelled disclosure.

12. Privacy, client data and security

Our handling of personal information is described in our Privacy Policy. Each party must comply with the privacy and data protection laws that apply to it. If we process personal information only on your behalf, any agreed data processing terms and documented instructions also apply.

You retain ownership of client data. We may access, host, copy and otherwise process it only to deliver, secure and support the services, meet legal obligations, or as otherwise authorised in writing. We apply reasonable technical and organisational safeguards appropriate to the agreed service and the information involved.

You must not send us sensitive or specially regulated information unless we have first agreed on the purpose, security controls and handling requirements. Notify us promptly if you believe credentials or data connected with our services have been compromised.

13. Website content and links

Website content is general information and may change. We aim to keep it useful and accurate but do not promise that every page is complete, current or suitable for a particular purpose. Links to third-party websites are provided for convenience and do not mean we endorse or control those websites.

You may link to our public pages in a fair and lawful way. You may not copy, frame, scrape at scale, republish or commercially exploit our website content without permission, except where the law allows it.

14. Australian Consumer Law and service warranties

Our services come with guarantees that cannot be excluded under the Australian Consumer Law where that law applies. This may include guarantees that services will be provided with due care and skill, be reasonably fit for a disclosed purpose and be supplied within a reasonable time where no time is fixed.

Nothing in these terms excludes, restricts or modifies a right, guarantee, condition, warranty or remedy that cannot lawfully be excluded. Where the law permits us to limit a remedy for services not ordinarily acquired for personal, domestic or household use, our liability for failure to comply with a consumer guarantee is limited, at our option, to supplying the services again or paying the reasonable cost of having them supplied again.

Any additional warranty or service level applies only if it is written in the applicable service agreement.

15. Liability

Subject to the non-excludable rights described above and to the maximum extent permitted by law:

neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, opportunity, goodwill or anticipated savings, except where such loss is a direct and reasonably foreseeable result of the breach
our aggregate liability arising from an affected paid service is limited to the fees paid or payable for that service during the 12 months immediately before the event giving rise to the claim
we are not responsible for loss caused by client instructions, client systems, unauthorised changes, failure to follow written advice, or third-party services outside our reasonable control

The liability cap does not apply to fraud, wilful misconduct, death or personal injury caused by negligence, an obligation to pay fees, infringement of another party's intellectual property rights, breach of confidentiality or privacy obligations, or liability that cannot lawfully be limited.

Each party must take reasonable steps to avoid and reduce loss. These terms do not make either party liable for loss to the extent it was caused or contributed to by the other party.

16. Third-party claims and indemnities

Each party indemnifies the other against a third-party claim to the extent the claim is caused by that party's unlawful conduct, negligence, wilful misconduct or material breach of these terms.

You also indemnify us against a third-party claim arising from client materials or instructions that infringe rights or break the law, except to the extent the claim was caused by our unauthorised change or misuse. We indemnify you against a third-party claim that a bespoke deliverable created solely by us infringes intellectual property rights, excluding claims caused by client materials, third-party components, use outside the agreed scope or changes not made by us.

The indemnified party must promptly notify the other party, provide reasonable cooperation and allow the indemnifying party to control the defence and settlement. A settlement must not admit fault or impose a non-financial obligation on the indemnified party without its consent.

17. Suspension and termination

Either party may terminate an affected service agreement for a material breach if the breach is not fixed within 10 business days after written notice, or immediately if the breach cannot reasonably be fixed. Either party may also terminate if the other becomes insolvent, subject to applicable law.

We may temporarily suspend access where reasonably necessary to address an active security threat, unlawful use or serious harm. Where practical, we will notify you first, limit the suspension to affected services and restore access when the issue is resolved.

Any right to terminate for convenience, minimum term, renewal or notice period will be stated in the service agreement. On termination, you must pay for work properly completed, approved commitments and reasonable wind-down costs up to the termination date. We will provide agreed handover materials and address return or deletion of client data in accordance with the service agreement, our Privacy Policy and applicable law.

Terms concerning payment, intellectual property, confidentiality, privacy, liability, indemnities and disputes continue after termination where their nature requires it.

18. Events outside reasonable control

Neither party is liable for delay or failure caused by an event outside its reasonable control, such as a widespread telecommunications outage, natural disaster, government action, civil disruption or failure of a critical third-party platform, provided it takes reasonable steps to reduce the effect and resumes performance when reasonably possible. This section does not excuse payment already due.

19. Complaints and dispute resolution

Please raise a concern promptly by emailing info@aiversesolutions.com.au with enough information for us to investigate. Both parties will first try to resolve a dispute through good-faith discussion between people authorised to settle it.

If the dispute is not resolved within 10 business days, either party may propose mediation in the Australian Capital Territory through a mutually agreed mediator. This does not prevent either party from seeking urgent injunctive relief or using a statutory complaint or consumer remedy.

20. Governing law

These terms are governed by the laws of the Australian Capital Territory and the Commonwealth of Australia. Subject to the dispute process above, the courts of the Australian Capital Territory and courts entitled to hear appeals from them have non-exclusive jurisdiction.

21. Changes to these terms

We may update the website-use portions of these terms to reflect changes to the site, our practices or the law. The updated version applies to website use from the effective date shown above. A change will not retrospectively alter an existing paid service agreement unless the parties agree in writing or the change is required by law.

22. General provisions

If part of these terms is invalid or unenforceable, it will be read down to the minimum extent necessary and the remaining parts will continue. A delay in enforcing a right is not a waiver of that right.

You may not transfer a paid service agreement without our prior written consent, which will not be unreasonably withheld. We may transfer it as part of a genuine sale or restructure of our business if the transfer does not materially reduce your rights.

These terms and the documents incorporated into the applicable service agreement record the entire agreement about their subject matter and replace earlier discussions about that subject matter. Nothing in this section excludes liability for misleading or deceptive conduct.

23. Contact

Aiverse Solutions
ABN 70 682 307 204
Canberra, Australian Capital Territory, Australia
Email: info@aiversesolutions.com.au
Phone: (02) 6188 9689