1. Definitions and Interpretation

In these Terms and Conditions, unless the context otherwise requires:

• “Agreement” means these Terms and Conditions, together with any Proposal, Statement of Work, or Service Order accepted by the Client.
• “Automate Accelerator,” “we,” “us,” or “our” means Silverbread Pty Ltd (ABN 51 164 289 945), trading as Automate Accelerator.
• “Client,” “you,” or “your” means the individual, company, or entity that engages Automate Accelerator for Services as identified in a Proposal or Service Order.
• “Confidential Information” means all information disclosed by one party to the other that is not publicly available, including business data, client lists, pricing, strategies, technical information, call recordings, scripts, and campaign materials.
• “Deliverables” means the outputs, materials, configurations, scripts, conversation flows, dashboards, reports, and other work products created by Automate Accelerator in the course of delivering the Services.
• “Fees” means the Setup Fee, Monthly Management Fee, Call Charges, Performance Fees, and any other charges specified in the Proposal.
• “GST” has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
• “Minimum Commitment Period” means the initial 90-day period commencing from the date the Setup Fee is paid, unless otherwise specified in the Proposal.
• “Personal Information” has the meaning given in the Privacy Act 1988 (Cth).
• “Platform” means the third-party technology platforms, AI models, telephony systems, and software tools used by Automate Accelerator to deliver the Services, including but not limited to voice AI platforms, CRM systems, email infrastructure, and analytics dashboards.
• “Proposal” means the written proposal, quotation, or service order issued by Automate Accelerator and accepted by the Client, setting out the scope of Services, Fees, and any specific terms for the engagement.
• “Services” means the services described in Section 3 of these Terms and any additional services specified in a Proposal.
• “Setup Fee” means the one-off fee payable before work commences, as specified in the Proposal.

In these Terms: (a) headings are for convenience only and do not affect interpretation; (b) the singular includes the plural and vice versa; (c) a reference to legislation includes any amendment, re-enactment, or replacement of that legislation; and (d) where a word or phrase is defined, its other grammatical forms have a corresponding meaning.

2. About These Terms

2.1. These Terms and Conditions govern all services provided by Automate Accelerator to the Client. By signing a Proposal, paying any invoice, or instructing Automate Accelerator to commence work, the Client agrees to be bound by these Terms.

2.2. Where there is any inconsistency between these Terms and a Proposal, the Proposal prevails to the extent of the inconsistency, unless these Terms expressly state otherwise.

2.3. These Terms supersede all prior terms and conditions published on the Automate Accelerator website and any prior oral or written representations.

3. Services

3.1. Automate Accelerator provides the following categories of services, as further specified in each Proposal:

a) Voice AI Services

• Design, configuration, and deployment of AI voice agents for inbound and outbound calling
• Custom conversation flow development and script design
• Phone number provisioning and management
• Call recording, transcription, and analytics dashboards
• Live transfer coordination with the Client’s team
• Ongoing optimisation, monitoring, and performance reporting

b) Lead Generation and Outreach Services

• Prospect list building and data validation
• Multi-channel outreach campaigns (email, LinkedIn, voice)
• Email infrastructure setup and deliverability management
• LinkedIn profile optimisation and content creation
• Appointment setting and pipeline management
• StoryBrand messaging framework development

c) AI Automation and Consulting Services

• Workflow automation design and implementation
• System integration and API configuration
• AI tool deployment and staff training
• Strategic consulting on AI adoption and process improvement

3.2. The specific Services, scope, timelines, and deliverables for each engagement are set out in the relevant Proposal. Automate Accelerator is only obligated to deliver the Services described in the accepted Proposal.

3.3. Any work requested by the Client that falls outside the scope of the accepted Proposal will be treated as a variation and may be subject to additional Fees, to be agreed in writing before work commences.

4. Engagement and Acceptance

4.1. An engagement commences when the Client: (a) signs the Proposal; (b) provides written acceptance (including via email); or (c) pays the Setup Fee or first invoice, whichever occurs first.

4.2. Proposals are valid for 30 days from the date of issue, unless otherwise stated.

4.3. Automate Accelerator reserves the right to decline any engagement at its discretion.

5. Fees and Payment

5.1. Invoicing. All Fees are invoiced in Australian dollars. Payment is due within 7 days of the invoice date, unless otherwise specified in the Proposal.

5.2. Setup Fee. The Setup Fee is a one-off payment due before work commences. Work will not begin until the Setup Fee has been received in full. The Setup Fee covers discovery, configuration, development, and deployment as described in the Proposal.

5.3. Monthly Management Fee. Monthly Fees are billed in advance on the same date each month, commencing from the agreed go-live date or the date specified in the Proposal. Monthly Fees apply for the full billing period regardless of when cancellation notice is given within that period.

5.4. Call Charges and Usage Fees. Where applicable, connected call charges or other usage-based fees are invoiced monthly in arrears, based on actual usage during the billing period.

5.5. Performance Fees. Where a Proposal includes performance-based fees, these are invoiced at the end of the month in which the qualifying event (such as a confirmed sale) occurs, as specified in the Proposal.

5.6. GST. All Fees quoted in Proposals and invoices are exclusive of GST unless expressly stated otherwise. GST will be applied at the current rate on all taxable supplies. Automate Accelerator will issue tax invoices compliant with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

5.7. Third-Party Costs. Certain services may require third-party subscriptions or tools (such as telephony providers, SMS platforms, or data providers). Where applicable, these costs are either billed directly by the third-party provider to the Client, or passed through at cost and identified separately on the invoice. Third-party cost arrangements will be specified in the Proposal.

5.8. Overdue Payments. If any invoice remains unpaid beyond the payment terms, Automate Accelerator reserves the right to: (a) suspend the Services until payment is received in full; (b) withhold any Deliverables or reports; and (c) recover all reasonable costs of collection, including legal fees. Suspension of Services due to non-payment does not reduce or eliminate the Client’s obligation to pay outstanding Fees.

5.9. Payment Method. Payment may be made by bank transfer, credit card, or any other method agreed in writing. The Client is responsible for any transaction fees charged by their financial institution.

6. Non-Refundable Policy

6.1. Setup Fees are non-refundable. The Setup Fee covers the work required to scope, configure, build, and deploy your solution. This work commences within 48 hours of payment confirmation. Once the Setup Fee has been paid, it is non-refundable under any circumstances, including but not limited to: change of mind, change in business circumstances, dissatisfaction with the Services, or early termination of the Agreement.

6.2. Monthly Fees are non-refundable. Monthly Management Fees are billed in advance for the upcoming billing period. Once a billing period has commenced, the Monthly Fee for that period is non-refundable. No partial refunds or credits will be issued for unused time within a billing period, including where the Client cancels or Automate Accelerator terminates the engagement during the billing period.

6.3. Call Charges and Usage Fees are non-refundable. Call charges and usage-based fees are billed based on actual usage and are non-refundable once incurred. Prepaid call credits carry forward but are not refundable upon termination.

6.4. Performance Fees are non-refundable. Performance Fees invoiced for confirmed qualifying events are non-refundable.

6.5. Cooling-off period. Where the Client is a consumer within the meaning of the Australian Consumer Law, any statutory cooling-off rights that apply will be honoured. For business-to-business engagements, no cooling-off period applies.

6.6. This non-refundable policy does not exclude, restrict, or modify any consumer guarantees under the Australian Consumer Law that cannot be excluded by law (see Section 21).

7. Client Responsibilities

7.1. The Client agrees to:

1. Provide timely access to required personnel, decision-makers, data, and content necessary for the delivery of the Services.
2. Supply accurate and complete information, including but not limited to call lists, contact data, scripts, objection handling notes, branding materials, and business information.
3. Participate in scheduled workshops, feedback sessions, onboarding calls, and review cycles within reasonable timeframes.
4. Review and provide written approval for all outreach content, scripts, email sequences, and campaign materials before they are deployed.
5. Ensure that all data, contact lists, and materials provided to Automate Accelerator comply with applicable laws, including the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), and the Do Not Call Register Act 2006 (Cth).
6. Notify Automate Accelerator promptly of any changes to the Client’s business, systems, or requirements that may affect the delivery of the Services.
7. Maintain the confidentiality of any login credentials, dashboards, or platform access provided by Automate Accelerator.

7.2. If the Client fails to meet its responsibilities under this Section and such failure causes delays, additional costs, or degraded service performance, Automate Accelerator is not liable for any resulting loss, and additional Fees may apply to remediate. Without limiting the foregoing, if the Client’s delay in providing any required approval, data, content, or feedback exceeds 14 business days from the date of Automate Accelerator’s written request, Automate Accelerator may, at its discretion: (a) adjust project timelines accordingly without liability for the resulting delay; (b) charge a reasonable re-mobilisation fee if work must be paused and subsequently restarted; and (c) treat the delay as deemed acceptance of any pending Deliverables that were awaiting the Client’s review or approval.

7.3. The Client warrants that it has obtained all necessary consents and authorisations required for Automate Accelerator to perform the Services, including but not limited to consent to contact individuals on the Client’s behalf.

7.4. The Client warrants that all contact lists, personal information, and data provided to Automate Accelerator are lawfully obtained, accurate, and up to date, and that the Client has all necessary authority, consents, and permissions to share this data for the purposes described in the Agreement. Automate Accelerator is entitled to rely on this warranty without independent verification.

7.5. Acceptable Use. The Client must not use the Services, or permit the Services to be used, for any purpose that:

1. is unlawful, fraudulent, misleading, or deceptive;
2. involves harassment, threats, abuse, or the sending of unsolicited communications in breach of applicable law;
3. infringes the intellectual property rights, privacy rights, or other rights of any third party;
4. involves the distribution of malware, viruses, or other harmful code;
5. breaches anti-discrimination legislation in any applicable jurisdiction;
6. exposes Automate Accelerator to legal, regulatory, or reputational risk; or
7. is otherwise reasonably determined by Automate Accelerator to be inappropriate or in breach of the spirit of this Agreement.

8. Intellectual Property

8.1. Automate Accelerator’s IP. Automate Accelerator retains all intellectual property rights in:

1. The Platform, including all underlying technology, AI models, algorithms, software, tools, and systems used to deliver the Services.
2. Proprietary methodologies, frameworks (including the StoryBrand implementation methodology), templates, processes, and know-how.
3. Any general knowledge, skills, or techniques developed or refined during the engagement.

8.2. Client’s IP. The Client retains all intellectual property rights in:

1. Its pre-existing business data, brand assets, logos, and materials provided to Automate Accelerator.
2. Custom conversation flows, scripts, and campaign content created specifically for the Client, subject to clause 8.3.
3. All Client data uploaded to or exported from the Platform.

8.3. Licence. Custom Deliverables created for the Client (including conversation flows, scripts, and campaign content) are licensed for the Client’s use within the Automate Accelerator managed service during the term of the engagement. Upon termination, the Client may retain and use these Deliverables in their own operations, but may not: (a) resell, sublicence, or distribute them to third parties; or (b) use them on or provide them to any platform, service provider, or consultancy that offers services substantially similar to those provided by Automate Accelerator, without the prior written consent of Automate Accelerator.

8.4. Feedback and Improvements. If the Client provides suggestions, ideas, or feedback that Automate Accelerator incorporates into its Platform or methodology, Automate Accelerator owns all rights to such improvements without obligation to the Client.

8.5. Website Content. All content published on the Automate Accelerator website (including text, graphics, logos, and images) is owned by or licensed to Automate Accelerator. Reproduction, distribution, or republication without prior written consent is prohibited.

9. Confidentiality

9.1. Each party agrees to keep the other party’s Confidential Information strictly confidential and to not disclose it to any third party without the prior written consent of the disclosing party, except:

1. To employees, contractors, or advisors who need to know the information for the purposes of delivering or receiving the Services, provided they are bound by obligations of confidentiality at least as restrictive as those in this Section.
2. As required by law, regulation, or court order, provided the receiving party gives the disclosing party prompt notice (where legally permitted) so the disclosing party may seek protective measures.

9.2. The obligations in this Section do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party before disclosure; (c) is independently developed by the receiving party; or (d) is received from a third party without restriction.

9.3. Automate Accelerator acknowledges that Client data, call recordings, prospect information, and campaign results are Confidential Information of the Client.

9.3A. The Client acknowledges that Automate Accelerator’s Platform, pricing structures, methodologies, algorithms, AI configurations, workflow designs, internal processes, and proprietary tools constitute Confidential Information of Automate Accelerator.

9.4. The obligations in this Section survive the termination or expiry of the Agreement for a period of 3 years.

10. Data Protection and Privacy

10.1. Compliance. Both parties agree to comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs) to the extent applicable to their respective obligations under this Agreement.

10.2. Data Handling. Automate Accelerator will:

1. Only collect, use, and disclose Personal Information to the extent necessary for the delivery of the Services.
2. Not use Client data or Personal Information to train AI models or for any purpose other than performing the Services. Notwithstanding the foregoing, Automate Accelerator may use anonymised, de-identified, and aggregated performance data (stripped of all Personal Information and Client-identifiable details) for service improvement, benchmarking, and development purposes.
3. Store and process all data within Australian data centres (currently AWS Sydney region), unless otherwise agreed in writing.
4. Implement and maintain reasonable technical and organisational security measures consistent with its ISO 27001 certification (held through its affiliated platform, Inspra AI) to protect Personal Information from misuse, interference, loss, unauthorised access, modification, or disclosure.
5. Upon termination, return or securely delete all Client data in its possession within 30 days, at the Client’s election, unless retention is required by law.

10.3. Data Breach Notification. If Automate Accelerator becomes aware of a data breach involving the Client’s Personal Information that is likely to result in serious harm, it will: (a) notify the Client as soon as practicable and in any event within 72 hours of becoming aware of the breach; and (b) cooperate with the Client in complying with the Notifiable Data Breaches scheme under Part IIIC of the Privacy Act 1988 (Cth), including assisting with notification to the Office of the Australian Information Commissioner (OAIC) and affected individuals where required.

10.4. Client’s Obligations. The Client is responsible for ensuring that all Personal Information provided to Automate Accelerator has been collected lawfully and that all necessary consents and notifications have been obtained or given in accordance with applicable privacy legislation.

10.5. Call Recordings. Where the Services include call recording, Automate Accelerator will ensure that all calls are recorded with appropriate disclosure to the called party, in compliance with the Telecommunications (Interception and Access) Act 1979 (Cth) and applicable state surveillance devices legislation. The Client acknowledges that call recordings are stored securely and may be accessed by the Client through the dashboard or upon request.

11. AI Technology Disclaimer

11.1. The Client acknowledges and agrees that:

1. AI is not infallible. Artificial intelligence technology, including voice AI agents, may occasionally produce inaccurate, incomplete, or unexpected responses. Automate Accelerator does not guarantee that AI-generated interactions will be error-free.
2. No guaranteed outcomes. While Automate Accelerator will use reasonable endeavours to optimise performance, it does not guarantee specific results, conversion rates, contact rates, lead volumes, or revenue outcomes from the Services.
3. Continuous improvement. AI performance improves over time through data-driven optimisation. Initial results may differ from long-term performance, and iterative refinement is a standard part of the process.
4. Not professional advice. AI agents deployed by Automate Accelerator do not provide legal, financial, medical, or other professional advice. The Client is responsible for ensuring that conversation flows and scripts comply with any industry-specific regulations applicable to the Client’s business.
5. Third-party AI models. The Services may rely on third-party AI models and platforms. Automate Accelerator does not control the development or updates of these underlying models, and changes made by third-party providers may affect the performance of the Services.
6. Human oversight. The Client is responsible for maintaining appropriate human oversight of AI-assisted processes, particularly where decisions have material consequences for individuals (such as debt collection, lending decisions, or employment).
7. Regulatory changes. The regulatory landscape for AI technology is evolving. The Client acknowledges that changes in law, regulation, or industry standards may require modifications to the Services, and such modifications do not constitute a breach of this Agreement.

12. Telecommunications Compliance

12.1. Spam Act 2003 (Cth). Where the Services include email or SMS outreach conducted on the Client’s behalf, Automate Accelerator will ensure that all commercial electronic messages: (a) are sent with the appropriate consent (express or inferred); (b) contain accurate sender identification; and (c) include a functional unsubscribe mechanism. The Client warrants that it has obtained all necessary consents for Automate Accelerator to send commercial electronic messages to the Client’s contacts.

12.2. Do Not Call Register Act 2006 (Cth). Where the Services include outbound calling (whether AI-powered or human), Automate Accelerator will wash all calling lists against the Australian Do Not Call Register before commencing outbound campaigns, unless a valid exemption applies (such as existing business relationships). The Client is responsible for informing Automate Accelerator of any contacts with whom it has an existing business relationship or other applicable exemption. Automate Accelerator’s DNCR washing is performed on a best-endeavours basis and does not constitute a guarantee that every number on the Client’s list has been checked or is compliant. The Client retains ultimate responsibility for the accuracy and lawfulness of its contact lists.

12.3. Call Recording Disclosure. As standard operating procedure, Automate Accelerator provides upfront disclosure to all called parties at the commencement of each recorded call, informing them that the call may be recorded for quality and training purposes. This practice is maintained across all Australian jurisdictions in compliance with the Telecommunications (Interception and Access) Act 1979 (Cth) and all applicable Commonwealth and state surveillance devices legislation. The Client is responsible for informing Automate Accelerator if the Client operates in an industry or jurisdiction that imposes additional recording, consent, or disclosure requirements beyond those set out in general surveillance devices legislation.

12.4. AI Disclosure. Where required by law or industry regulation, outbound AI voice agents will identify themselves as AI-powered digital assistants acting on behalf of the Client’s organisation. The specific disclosure wording will be agreed with the Client during the configuration phase.

12.5. Calling Hours. Outbound calls will be placed during permitted hours in accordance with the Telecommunications (Telemarketing and Research Calls) Industry Standard 2017, being between 9:00 AM and 8:00 PM on weekdays and 9:00 AM and 5:00 PM on Saturdays in the called party’s local time zone, and not on Sundays or national public holidays, unless otherwise agreed.

12.6. Client Compliance. The Client remains ultimately responsible for ensuring that the use of the Services complies with all applicable telecommunications, privacy, and consumer protection laws relevant to its industry and jurisdiction.

13. Warranties and Disclaimers

13.1. Automate Accelerator warrants that it will perform the Services with reasonable care and skill, in a professional manner, and in accordance with generally accepted industry standards.

13.2. Except as expressly stated in this Agreement and to the maximum extent permitted by law, Automate Accelerator disclaims all other warranties, representations, and guarantees, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability or fitness for a particular purpose.

13.3. Without limiting clause 13.2, Automate Accelerator does not warrant that:

1. The Services will be uninterrupted, error-free, or free from all defects.
2. The Platform or third-party systems used in delivering the Services will be available at all times.
3. Specific results, revenue, leads, conversion rates, or business outcomes will be achieved.
4. AI voice agents will perform without any errors, misinterpretations, or unexpected responses.

13.4. Data Accuracy. Where the Services include data sourcing, prospect list building, or contact data validation, the Client acknowledges that Automate Accelerator is not a data provider and does not warrant the completeness, accuracy, or currency of any third-party data sourced on the Client’s behalf. Data is obtained from enterprise-grade third-party systems and is provided on an as-available basis. The Client is responsible for independently verifying the suitability and accuracy of any data before use in campaigns, outreach, or business decisions.

13.5. This Section is subject to the Australian Consumer Law provisions set out in Section 21 of these Terms.

14. Limitation of Liability

14.1. Cap on Liability. To the maximum extent permitted by law, the total aggregate liability of Automate Accelerator arising out of or in connection with this Agreement, whether in contract, tort (including negligence), statute, or otherwise, is limited to the total Fees actually paid by the Client to Automate Accelerator in the 6-month period immediately preceding the event giving rise to the claim.

14.2. Exclusion of Consequential Loss. To the maximum extent permitted by law, Automate Accelerator is not liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

1. Loss of revenue, profit, business, or anticipated savings.
2. Loss of data or goodwill.
3. Business interruption.
4. Any loss arising from reliance on AI-generated outputs.
5. Losses resulting from the acts or omissions of third-party service providers.

14.3. Exceptions. Nothing in this Agreement excludes or limits either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited by law, including under the Australian Consumer Law; or (d) a breach of confidentiality obligations under Section 9.

14.4. The limitations in this Section reflect a reasonable allocation of risk between the parties, having regard to the nature of the Services and the Fees charged.

15. Indemnification

15.1. The Client agrees to indemnify, defend, and hold harmless Automate Accelerator and its directors, officers, employees, and contractors from and against all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

1. The Client’s breach of this Agreement.
2. The Client providing inaccurate, misleading, or unlawfully obtained data or content.
3. Any claim by a third party arising from the outreach, communications, or campaigns conducted on the Client’s behalf using content, scripts, or contact lists approved or provided by the Client.
4. The Client’s failure to comply with applicable laws, including privacy, telecommunications, and consumer protection legislation.
5. Any claim that materials provided by the Client infringe the intellectual property rights of a third party.

15.2. Automate Accelerator will promptly notify the Client of any claim to which this indemnity applies and will provide reasonable cooperation in the defence of such claim.

15.3. Without limiting clause 15.1, the Client indemnifies Automate Accelerator against any regulatory fines, penalties, or enforcement actions imposed on or incurred by Automate Accelerator that arise from or in connection with the Client’s data, contact lists, instructions, or the Client’s failure to disclose industry-specific compliance requirements relevant to the Services. The Client’s indemnity under this clause 15.3 is not subject to the limitation of liability set out in Section 14 and is uncapped.

15.4. The Client acknowledges that Automate Accelerator relies on the accuracy and lawfulness of all data, content, and instructions provided by the Client, and that Automate Accelerator has no independent obligation to verify the Client’s compliance with industry-specific regulations, licensing requirements, or sectoral codes of conduct.

16. Term, Minimum Commitment, and Cancellation

16.1. Minimum Commitment Period. All engagements are subject to a Minimum Commitment Period of 90 days, commencing from the date the Setup Fee is paid, unless a different period is specified in the Proposal. The Client may not cancel during the Minimum Commitment Period except as provided in clause 16.5.

16.2. Cancellation After Minimum Commitment. After the Minimum Commitment Period, either party may cancel the engagement by providing 30 days written notice to the other party. Services will continue during the notice period, and all Fees for that period remain payable.

16.3. Effect of Cancellation. Upon the effective date of cancellation:

1. All outstanding invoices become immediately due and payable.
2. The Client’s access to the Platform, dashboards, and phone numbers will be deactivated.
3. Automate Accelerator will return or delete Client data in accordance with Section 10.2(e).
4. No refunds will be issued for any Fees already paid, in accordance with Section 6.

16.4. Cancellation During Minimum Commitment. If the Client cancels during the Minimum Commitment Period, all Monthly Fees for the remainder of the Minimum Commitment Period become immediately due and payable as a genuine pre-estimate of the loss suffered by Automate Accelerator.

16.5. Termination for Cause. Either party may terminate this Agreement immediately by written notice if the other party:

1. Commits a material breach of this Agreement and fails to remedy that breach within 14 days of receiving written notice of the breach.
2. Becomes insolvent, enters voluntary administration, has a receiver or liquidator appointed, or is subject to any analogous event under applicable law.
3. Ceases or threatens to cease carrying on business.

16.6. Termination by Automate Accelerator. Automate Accelerator may terminate the engagement immediately if: (a) the Client fails to pay any invoice within 14 days of the due date; (b) the Client’s use of the Services poses a legal, regulatory, or reputational risk to Automate Accelerator; or (c) the Client engages in conduct that is unlawful, unethical, or in breach of applicable industry regulations.

16.7. Survival. Sections 6 (Non-Refundable Policy), 8 (Intellectual Property), 9 (Confidentiality), 10 (Data Protection), 14 (Limitation of Liability), 15 (Indemnification), 18 (Dispute Resolution), and 20 (Non-Solicitation) survive the termination or expiry of this Agreement.

17. Force Majeure

17.1. Neither party is liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by circumstances beyond the party’s reasonable control (a “Force Majeure Event”), including but not limited to: natural disasters, pandemics, government actions or orders, war, terrorism, civil unrest, power or telecommunications failures, internet outages, third-party platform outages or service disruptions, cyberattacks, or changes in applicable law or regulation.

17.2. The affected party must: (a) notify the other party as soon as practicable of the Force Majeure Event and its expected duration; (b) use reasonable endeavours to mitigate the impact of the event; and (c) resume performance as soon as practicable after the event ceases.

17.3. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate this Agreement by written notice without liability, other than for Fees already accrued.

18. Dispute Resolution

18.1. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia.

18.2. Negotiation. If a dispute arises in connection with this Agreement, the parties must first attempt to resolve the dispute through good faith negotiation between their respective senior representatives within 14 days of written notice of the dispute.

18.3. Mediation. If the dispute is not resolved through negotiation within 14 days, either party may refer the dispute to mediation administered by the Australian Disputes Centre (ADC) in Melbourne, Victoria, in accordance with the ADC Mediation Guidelines. The costs of mediation will be shared equally between the parties.

18.4. Litigation. If the dispute is not resolved through mediation within 30 days of referral (or such longer period as the parties agree), either party may commence legal proceedings.

18.5. Continued Performance. Despite the existence of a dispute, each party must continue to perform its obligations under this Agreement, unless the dispute relates to a bona fide safety or legal compliance concern.

19. Subcontractors and Third-Party Services

19.1. The Client acknowledges that Automate Accelerator may engage subcontractors, including offshore team members, to assist in the delivery of the Services. Automate Accelerator remains responsible for the work of its subcontractors and ensures that all subcontractors are bound by confidentiality obligations consistent with this Agreement.

19.2. The Services may depend on third-party platforms, services, and tools (including AI model providers, telephony providers, cloud hosting services, and CRM systems). Automate Accelerator is not liable for any service disruptions, changes, or limitations imposed by third-party providers.

19.3. Where the Client engages directly with a third-party provider (such as Twilio for SMS), the Client’s use of that service is governed by the third-party provider’s own terms of service, and Automate Accelerator accepts no liability for such third-party services.

20. Non-Solicitation

20.1. During the term of the engagement and for a period of 24 months following termination, the Client agrees not to directly or indirectly solicit, recruit, engage, or hire any employee, contractor, or team member of Automate Accelerator who was involved in the delivery of the Services to the Client.

20.2. If the Client breaches this clause, the Client agrees to pay Automate Accelerator a recruitment fee equal to 50% of the individual’s annual remuneration, as a genuine pre-estimate of the recruitment and replacement costs incurred by Automate Accelerator.

21. Australian Consumer Law

21.1. Certain consumer guarantees are provided under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) and cannot be excluded. Nothing in this Agreement is intended to exclude, restrict, or modify any rights or remedies that the Client may have under the Australian Consumer Law, to the extent that such rights or remedies cannot be excluded, restricted, or modified by agreement.

21.2. To the extent that the Services are not of a kind ordinarily acquired for personal, domestic, or household use, Automate Accelerator’s liability for a failure to comply with a consumer guarantee (other than a guarantee under sections 51 to 53 of the Australian Consumer Law) is limited, at Automate Accelerator’s election, to:

1. The supply of the Services again; or
2. The payment of the cost of having the Services supplied again.

21.3. The Unfair Contract Terms provisions under the Australian Consumer Law (as amended by the Treasury Laws Amendment (More Competition, Better Prices) Act 2022) may apply to this Agreement. Both parties acknowledge that they have had the opportunity to review these Terms and negotiate their application before acceptance.

22. General Provisions

22.1. Entire Agreement. This Agreement, together with any accepted Proposal, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, warranties, understandings, and agreements between the parties relating to the subject matter. The Client acknowledges that it has not relied on any representation, warranty, or statement that is not expressly set out in this Agreement or an accepted Proposal.

22.2. Variation. Automate Accelerator may update these Terms from time to time. Material changes will be notified to the Client in writing (including by email) at least 30 days before they take effect. Continued use of the Services after the effective date of the updated Terms constitutes acceptance. If the Client does not accept the updated Terms, it may cancel the engagement in accordance with Section 16.

22.3. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be severed and the remaining provisions will continue in full force and effect.

22.4. Assignment. The Client may not assign, transfer, or novate its rights or obligations under this Agreement without the prior written consent of Automate Accelerator. Automate Accelerator may assign this Agreement to an affiliate or successor entity upon written notice to the Client.

22.5. Waiver. A failure or delay by either party to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy. A waiver is not effective unless it is in writing.

22.6. Notices. All notices under this Agreement must be in writing and may be delivered by email to the address specified in the Proposal or such other address as a party may notify in writing from time to time. Notices are deemed received on the next business day after sending if sent by email.

22.7. Relationship of the Parties. The relationship between Automate Accelerator and the Client is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

22.8. No Third-Party Beneficiaries. This Agreement does not confer any rights on any person or entity that is not a party to it.

23. Website Use

23.1. Cookies. The Automate Accelerator website uses cookies to improve functionality and user experience. By using the website, you consent to our use of cookies in accordance with our Privacy Policy.

23.2. Website Content. All content on the Automate Accelerator website is provided for general information purposes only. While we endeavour to keep the information accurate and up to date, we make no warranties or representations about the completeness, accuracy, or reliability of the website content.

23.3. Links to Third-Party Websites. The website may contain links to external websites. Automate Accelerator is not responsible for the content, privacy practices, or availability of those websites.

24. Contact

For any questions, concerns, or notices relating to these Terms and Conditions, please contact us:

Silverbread Pty Ltd trading as Automate Accelerator
ABN 51 164 289 945
Melbourne, Victoria, Australia
Email: support@automateaccelerator.com.au
Website: https://automateaccelerator.com