1. Application of these Terms

1.1 These Terms govern the supply of services by cubesys to the Client. By accepting a quote, issuing a purchase order, or instructing cubesys to begin work, the Client agrees to these Terms.

1.2 If there is any inconsistency, the following order of precedence applies (highest first): (a) a signed statement of work or project schedule; (b) the relevant cubesys quote; (c) these Terms. The Client’s own purchase order or standard terms do not apply unless cubesys agrees to them in writing.

1.3 cubesys may update these Terms from time to time for new engagements. The version in force for an engagement is the version current when the relevant quote is accepted.

2. Definitions

In these Terms:

“AI Services” means any Services that involve designing, building, configuring, integrating, deploying, testing or managing artificial intelligence systems, models, copilots, agents or related solutions.

“AI Output” means any content, recommendation, decision, code or other material generated by an AI system delivered or configured under the Agreement.

“Business Day” means a day that is not a Saturday, Sunday or public holiday in Sydney, New South Wales.

“Client Data” means data, content, materials and information the Client (or someone on its behalf) provides to cubesys, or directs cubesys to use, in connection with the Services, including any Personal Information.

“Confidential Information” means information disclosed by one party to the other that is marked confidential or that a reasonable person would treat as confidential, including business, technical, commercial, customer and pricing information.

“Deliverables” means the specific outputs cubesys agrees to deliver, as described in the quote or statement of work.

“Fees” means the charges payable for the Services, as set out in the quote or statement of work.

“GST” has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

“Personal Information” has the meaning given in the Privacy Act 1988 (Cth).

“Pre-Existing IP” means intellectual property owned or licensed by a party before the engagement, or developed independently of it, including cubesys methods, tools, frameworks, templates, accelerators, prompt libraries and know-how.

“Services” means the services described in the quote or statement of work, including any AI Services.

3. Scope

3.1 The Services are limited to the scope set out in cubesys quote Q[number] and any statement of work agreed in writing. Anything outside that scope is subject to a separate quote or change request.

3.2 Where the engagement involves managed services, the inclusions, service levels and reporting (if any) are those set out in the relevant quote or service description. cubesys does not commit to service levels that are not expressly stated in writing.

4. The Parties

The parties to the Agreement are:

(a) [Client legal name, ABN and registered address] (the “Client”); and

(b) cubesys Pty Ltd, ABN 39 163 878 859, of Suite 221, 111 Harrington Street, The Rocks NSW 2000, Australia (“cubesys”).

The Client and cubesys are each a “party” and together the “parties”.

5. The Services

5.1 cubesys will provide the Services with reasonable care and skill and in accordance with good industry practice.

5.2 cubesys will comply with the Client’s reasonable and lawful directions, including safety and security requirements that apply to the Client’s premises, where those directions are notified in advance and do not change the agreed scope.

5.3 cubesys may use suitably qualified personnel and subcontractors to provide the Services and remains responsible for the Services performed on its behalf.

6. Client Responsibilities

6.1  The Client will provide cubesys with timely access, information, systems, approvals, and resources reasonably needed to deliver the Services, and will ensure that the information it provides is accurate and complete.

6.2  The Client is responsible for its own decisions about whether and how to use the Services and any Deliverables, and for maintaining appropriate backups, continuity, and security of its own environment.

6.3 Delays or additional costs caused by the Client not meeting its responsibilities are not the responsibility of cubesys, and cubesys may adjust timeframes or Fees accordingly by agreement.

7. Fees, GST and Payment

7.1 The Client will pay the Fees set out in the quote or statement of work. Unless the quote says otherwise, Fees are exclusive of GST and of expenses, which will be agreed before they are incurred.

7.2 GST payable on a taxable supply is added to the Fees and payable on receipt of a valid tax invoice.

7.3 Unless the quote states otherwise, invoices are payable within 30 days of the invoice date, by the method stated on the invoice.

7.4 If the Client disputes an invoice in good faith, it may withhold the disputed amount only if it: (a) pays all undisputed amounts by the due date; (b) gives cubesys a written explanation of the dispute within one month of the invoice date; and (c) works with cubesys to resolve the dispute promptly.

7.5 If cubesys, acting in good faith, determines the invoice was correct, the Client will pay the outstanding amount within 5 Business Days of being notified. Where a billing error is found, cubesys will credit or debit the net difference.

8. Nature of the engagement

8.1 The engagement does not create an employment, fiduciary, partnership, agency or joint venture relationship. Unless agreed in writing, neither cubesys nor its personnel are authorised to bind the Client or act on its behalf.

9. Confidentiality

9.1 Each party will keep the other party’s Confidential Information confidential and use it only for the purpose of the engagement, except where disclosure is required by law or to professional advisers, auditors or regulators who are themselves bound to keep it confidential.

9.2 Confidentiality obligations do not apply to information that is or becomes public (other than through breach), was already lawfully held, or is independently developed without using the other party’s Confidential Information.

9.3 These obligations continue after the engagement ends.

10. Privacy and Personal Information

10.1 Each party will comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in handling Personal Information in connection with the Services.

10.2 The Client warrants that it is entitled to provide any Personal Information it gives to cubesys (or directs cubesys to use), and that it has given any notices and obtained any consents needed for cubesys to handle that information for the Services.

10.3 cubesys will use Personal Information only to provide the Services, will take reasonable steps to protect it, and will not retain it longer than needed for the Services or as required by law.

10.4 If either party becomes aware of an actual or suspected data breach affecting the other party’s data, it will notify the other party without undue delay and cooperate in good faith, including in meeting any obligations under the Notifiable Data Breaches scheme.

11. Security

11.1 Each party will maintain technical and organisational security measures appropriate to the nature of the Services and the data involved.

11.2 cubesys will comply with specific security standards or regulatory requirements only where they are set out in the quote or statement of work and agreed in writing. Any special security requirements should be raised before the engagement begins so they can be scoped and priced.

12. Artificial Intelligence Services

This clause applies in addition to the rest of the Agreement wherever the Services include AI Services. It reflects the practical reality of building and running AI solutions, including agents.

12.1 Third-party platforms and models: AI Services usually rely on third-party platforms, models and services (for example Microsoft Azure, Microsoft 365 Copilot and third-party foundation models). The Client’s use is subject to the relevant provider’s terms and acceptable use policies, and the Client agrees to comply with them. cubesys is not responsible for the availability, performance, accuracy, pricing, or changes to or withdrawal of third-party platforms or models.

12.2 Client inputs: The Client is responsible for the data, content, prompts and configurations it provides or directs cubesys to use. The Client warrants that it has the rights and consents needed to use them for the agreed purpose and that doing so is lawful and does not infringe the rights of others.

 

12.3 Nature of AI Output: AI systems generate output probabilistically. AI Output can be inaccurate, incomplete, out of date, biased or misleading, and may not be unique or repeatable. cubesys does not warrant the accuracy, completeness or fitness for purpose of AI Output.

 

12.4 Human oversight: The Client is responsible for reviewing and validating AI Output, and for keeping appropriate human oversight, before relying on or acting on it. AI Output is not professional, legal, financial, medical or other regulated advice.

 

12.5 Agents and autonomous functionality: Where the Services include building or configuring agents or other systems that can take actions or make decisions with limited human intervention, the parties will agree in writing the intended scope, permissions, guardrails and escalation or human-in-the-loop controls. The Client is responsible for approving that scope and for supervising the agent in its environment. cubesys configures the agent to the agreed scope and is not responsible for the consequences of actions taken by an agent operating within that scope, or outside it as a result of changes made by the Client or a third party.

 

12.6 Responsible AI: cubesys will apply reasonable care and skill and have regard to recognised responsible-AI practices (including Microsoft’s responsible AI principles where relevant). This is a commitment to process, not a warranty of any particular outcome, level of accuracy, or regulatory result.

 

12.7Training and data use: cubesys will not use Client Data to train foundation models except as expressly agreed in writing. Where a solution involves fine-tuning, grounding or retrieval on Client Data, that use is limited to delivering the Services and the configured solution for the Client.

12.8 Acceptable use: The Client will not use an AI solution for unlawful, harmful, deceptive or prohibited purposes, or in breach of an applicable provider’s acceptable use policy or applicable law.

12.9 Evolving regulation: AI laws and standards are developing. Each party is responsible for its own compliance with the laws that apply to its use of the AI solution. cubesys can advise but does not guarantee the regulatory compliance of the Client’s particular use.

13. Intellectual Property

13.1 Pre-Existing IP remains the property of its owner. Nothing in the Agreement transfers Pre-Existing IP.

13.2 Subject to clause 13.3, the work cubesys produces for the Client under the Services, including the Deliverables but excluding cubesys Pre-Existing IP, is the Client’s intellectual property unless the parties agree otherwise in writing.

13.3 Where a Deliverable includes cubesys Pre-Existing IP, cubesys grants the Client a royalty-free, non-exclusive, non-transferable licence to use that Pre-Existing IP as part of the Deliverable for the Client’s internal business purposes.

13.4 The Client grants cubesys a royalty-free, non-exclusive licence to use the Client’s Pre-Existing IP and Client Data to the extent needed to provide the Services.

13.5 AI Output. As between the parties, the Client owns the AI Output created specifically for it as part of the Deliverables, to the extent that output is capable of ownership and subject to the terms of the relevant model or platform provider. The Client acknowledges that AI Output may not be protectable by intellectual property rights, and that similar output may be generated for other customers.

14. Compliance with Laws

14.1 Each party will comply with the laws that apply to it in connection with the Agreement.

14.2 Modern slavery. Each party will comply with the Modern Slavery Act 2018 (Cth) and any equivalent laws that apply to it, take reasonable steps to ensure there is no modern slavery in its own operations and supply chains relating to the Services, and notify the other party if it becomes aware of any actual or suspected modern slavery in connection with the Services.

14.3 Anti-bribery and corruption. Each party will comply with applicable anti-bribery and anti-corruption laws and will not offer, give or accept any improper payment or benefit in connection with the Agreement.

14.4 Work health and safety. When cubesys personnel work at the Client’s premises, the Client will provide a safe working environment, and cubesys will comply with the Client’s reasonable work health and safety directions.

15. Insurance

15.1 cubesys maintains insurances appropriate to the Services, including professional indemnity and public liability cover, and will provide evidence of currency on reasonable written request.

16. Warranties and Acknowledgements

16.1 cubesys warrants that it will provide the Services with reasonable care and skill and in accordance with good industry practice.

16.2 To the extent permitted by law, all other warranties and representations, whether express or implied, are excluded. This does not exclude or limit any rights the Client has under the Australian Consumer Law that cannot lawfully be excluded.

16.3 The Client acknowledges the nature of AI Output described in clause 12 and that AI Services are provided on that basis.

17. Limitation of Liability

17.1 Nothing in the Agreement limits liability that cannot be limited by law, including under the Australian Consumer Law, or for fraud, or for death or personal injury caused by negligence.

17.2 Subject to clause 17.1, neither party is liable to the other for any indirect or consequential loss, or for loss or corruption of data, loss of business, revenue, profit, goodwill or anticipated savings, whether in contract, tort (including negligence) or under statute.

17.3 Subject to clause 17.1, the total liability of each party in connection with the Agreement is limited to the lesser of: (a) the Fees paid by the Client in the 6-month period before the month in which the relevant cause of action arose; and (b) AUD $100,000.

17.4 To the extent permitted by law, cubesys is not liable for loss arising from AI Output, from the Client’s use of AI Output without appropriate human oversight, or from third-party platforms or models.

18. Term and Termination

18.1 The engagement starts on the date the relevant quote is accepted and continues until the Services are complete or the Agreement is terminated.

18.2 Either party may terminate the engagement if the other party: (a) commits a material breach that cannot be remedied, or that is not remedied within 20 Business Days of written notice; or (b) is placed into liquidation or receivership or enters into a compromise with its creditors.

18.3 On termination, the Client will pay for all Services properly performed up to the date of termination, including committed costs that cubesys cannot reasonably avoid.

18.4 Clauses that by their nature should survive termination (including confidentiality, privacy, intellectual property, liability and non-solicitation) continue to apply.

19. Disputes

19.1 The parties will try to resolve any dispute at the lowest practical level. Either party may escalate a dispute that is not resolved within 20 Business Days.

19.2 While a dispute is being resolved, both parties continue to meet their obligations and the Agreement remains in force. This clause does not prevent a party from seeking urgent interlocutory relief.

20. Force majeure

20.1 Neither party is liable for a delay or failure to perform (other than to pay money) caused by an event beyond its reasonable control. The affected party will notify the other promptly and use reasonable efforts to limit the impact.

20.2 If the event continues for more than 20 Business Days, either party may terminate the affected Services by written notice.

21. Assignment and Subcontracting

21.1 Neither party may assign or transfer its rights or obligations without the other party’s prior written consent, which will not be unreasonably withheld.

21.2 cubesys may subcontract the provision of the Services, including to a company within its group, and remains responsible for the Services performed by its subcontractors.

22. Non - Solicitation

22.1 During the engagement and for 24 months after it ends, neither party will directly or indirectly solicit for employment or engagement any employee or contractor of the other party who was involved in the Services. General recruitment advertising not specifically targeted at those people is not a breach of this clause.

23. Notices and General

23.1 Notices must be in writing and sent to the other party’s nominated contact, including by email. A notice is taken to be received when delivered or, for email, when sent (unless the sender knows it failed).

23.2 Any variation to the Agreement must be agreed in writing by both parties.

23.3 A failure or delay in exercising a right is not a waiver of that right.

23.4 If any provision is unenforceable, it is severed and the rest of the Agreement continues.

23.5 The Agreement, including the quote and any statement of work, is the entire agreement between the parties about the Services and replaces earlier discussions.

24. Governing Law

24.1 The Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of that State.

25. Engagement Model

25.1 The cubesys engagement definition for either a Fixed Price or Time and Materials model applies, as identified in the quote or statement of work.