Terms & Conditions

1. Acceptance of Terms

By engaging Iverel's services, accessing our website, using our chatbot, or entering into a service agreement with us, you agree to these Terms and Conditions ("Terms"). If you do not agree, do not use our services.

These Terms apply to all services provided by GG Investors Pty Ltd trading as Iverel ("Iverel", "we", "us", "our") to you ("Client", "you", "your"). Where a separate service agreement or statement of work exists, that agreement prevails to the extent of any inconsistency with these Terms.

2. Our Services

Iverel provides AI automation services including but not limited to:

• AI workflow automation design, development, and deployment
• AI chatbot and conversational agent development
• Document processing and data extraction automation
• CRM, ERP, and third-party system integration
• Data pipeline and reporting automation
• Ongoing support, maintenance, and optimisation of deployed solutions

The specific scope, deliverables, timeline, and investment for each engagement are defined in a separate proposal, quote, or statement of work ("Service Agreement") which forms part of these Terms.

3. Service Agreements and Proposals

3.1 Proposals and Quotes

All proposals and quotes provided by Iverel are valid for 30 days from the date of issue unless otherwise stated. Proposals are non-binding until accepted by the Client in writing (including email).

3.2 Acceptance

Acceptance of a proposal constitutes agreement to these Terms, the scope defined in the proposal, and the payment terms specified. Acceptance may be by written confirmation, email, or payment of the commencement invoice.

3.3 Scope

Services are limited to the scope defined in the Service Agreement. Work outside the agreed scope constitutes a variation (see Section 9).

4. Fees and Payment

4.1 Fixed-Price Engagements

Unless otherwise agreed, Iverel operates on a fixed-price model. The total investment is specified in the Service Agreement and will not change unless the Client requests a scope variation.

4.2 Payment Schedule

The standard payment schedule for fixed-price projects is:

• 20% on commencement — due upon acceptance of the proposal, before work begins.
• 80% at User Acceptance Testing (UAT) gate — due when the solution is delivered for Client testing and acceptance.

Alternative payment schedules may be agreed in the Service Agreement.

4.3 Retainer / Ongoing Support

For retainer-based engagements, fees are invoiced monthly in advance. Retainer terms, inclusions, and cancellation provisions are specified in the Service Agreement.

4.4 GST

All fees are quoted exclusive of GST unless otherwise stated. GST of 10% applies to all services provided within Australia in accordance with the A New Tax System (Goods and Services Tax) Act 1999. Invoices will include GST where applicable.

4.5 Payment Terms

Invoices are due within 14 days of issue unless otherwise specified. Payment may be made by bank transfer, credit card, or other agreed method.

4.6 Late Payment

If payment is not received within 14 days of the due date, Iverel reserves the right to:

• Charge interest at 2% per month on the overdue amount.
• Suspend work on the engagement until payment is received.
• Engage a debt recovery agency, with all reasonable recovery costs borne by the Client.

4.7 Invoicing

All invoices include Iverel's ABN, a description of the services, the amount excluding GST, the GST amount, and the total amount inclusive of GST, in compliance with the GST Act.

5. Intellectual Property

5.1 Client Data

The Client retains all ownership rights in data, content, and materials provided to Iverel for the purpose of the engagement ("Client Materials"). Iverel does not acquire any rights in Client Materials except as necessary to perform the services.

5.2 Deliverables

Upon full payment of all fees, the Client receives a perpetual, irrevocable, non-exclusive licence to use, modify, and maintain the deliverables created specifically for the Client under the Service Agreement ("Custom Deliverables").

5.3 Iverel Platform and Tools

Iverel retains ownership of its pre-existing intellectual property, frameworks, tools, methodologies, reusable code components, and general know-how ("Iverel IP"). Where Iverel IP is incorporated into Custom Deliverables, the Client receives a perpetual, non-exclusive licence to use such Iverel IP solely as part of the delivered solution.

5.4 Third-Party Components

Deliverables may incorporate open-source software or third-party components. Such components remain subject to their respective licences. Iverel will identify any third-party components and their licences in the project documentation.

5.5 Moral Rights

To the extent permitted by the Copyright Act 1968 (Cth), Iverel consents to any act or omission that would otherwise infringe any moral rights in the deliverables.

5.6 No Assignment Without Payment

IP rights described in Section 5.2 do not transfer until all fees are paid in full. Until full payment, the Client has a licence to use deliverables solely for internal business purposes.

6. Confidentiality

6.1 Confidential Information

Each party agrees to keep confidential all non-public information disclosed by the other party during the engagement ("Confidential Information"), including business plans, technical data, client data, pricing, processes, and trade secrets.

6.2 Obligations

Confidential Information must not be disclosed to third parties without prior written consent, except:

• To employees, contractors, or advisers on a need-to-know basis who are bound by confidentiality obligations.
• As required by law, regulation, or court order (with reasonable notice where permitted).
• To third-party service providers necessary for service delivery (e.g., cloud hosting, AI processing), subject to appropriate data protection agreements.

6.3 Non-Disclosure Agreements

Iverel is willing to enter into separate mutual NDAs upon request. Where a separate NDA exists, it supplements these confidentiality provisions.

6.4 Survival

Confidentiality obligations survive termination of the engagement for a period of 5 years.

7. Data Protection and Security

7.1 Privacy

Iverel handles all personal information in accordance with its Privacy Policy and the Privacy Act 1988 (Cth).

7.2 Data Security

Iverel implements reasonable technical and organisational measures to protect Client data, including encryption in transit and at rest, access controls, and regular security reviews. Specific security measures are detailed in our Privacy Policy.

7.3 Data Ownership

Client data remains the property of the Client at all times. Upon termination of the engagement, Iverel will return or destroy Client data within 30 days at the Client's direction, subject to legal retention obligations.

7.4 Data Breach

In the event of a data breach affecting Client data, Iverel will notify the Client as soon as practicable and cooperate with the Client in assessing and responding to the breach, including compliance with the Notifiable Data Breaches scheme under Part IIIC of the Privacy Act.

7.5 AI Data Processing

Where Client data is processed by third-party AI models as part of the services:

• Data is used solely for generating outputs as part of the agreed services and is not used for AI model training.
• Iverel will identify which AI models are used and their data processing practices in the Service Agreement.
• Iverel implements data minimisation, sending only the minimum necessary data to AI processors.

8. Consumer Guarantees and Warranties

8.1 Australian Consumer Law

Our services come with guarantees that cannot be excluded under the Australian Consumer Law ("ACL"), including the Competition and Consumer Act 2010 (Cth). For services, these include:

• Services will be provided with due care and skill (s.60 ACL).
• Services will be reasonably fit for any purpose made known by the Client (s.61 ACL).
• Services will be provided within a reasonable time (s.62 ACL).

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee under the ACL that cannot be excluded by law.

8.2 Limitation on Other Warranties

To the maximum extent permitted by law, Iverel makes no warranties or representations beyond those expressly stated in these Terms and the applicable Service Agreement. In particular:

• Iverel does not warrant that AI-generated outputs will be error-free, complete, or suitable for any particular purpose without human review.
• Iverel does not warrant uninterrupted or error-free operation of automated systems, as performance depends on third-party services (cloud infrastructure, AI APIs, client systems) outside Iverel's sole control.
• Iverel does not provide legal, financial, tax, or medical advice through any service, including its AI chatbot.

8.3 AI Output Disclaimer

AI-powered components of our services use machine learning models that may occasionally produce inaccurate, incomplete, or unexpected outputs. The Client acknowledges that:

• AI outputs should be reviewed by qualified personnel before being relied upon for business decisions.
• Iverel designs human-in-the-loop safeguards for business-critical workflows, but ultimate responsibility for decisions based on AI outputs rests with the Client.
• AI model capabilities and limitations are documented in the Service Agreement and project documentation.

9. Variations and Change Requests

9.1 Scope Changes

If the Client requests work outside the agreed scope, Iverel will provide a written estimate for the additional work ("Change Request"). No work on the Change Request will commence until the Client approves the estimate in writing.

9.2 Pricing

Change Requests are priced separately from the original engagement. Iverel reserves the right to adjust timelines to accommodate approved changes.

9.3 Client-Initiated Delays

If the Client fails to provide required information, access, decisions, or approvals within agreed timeframes, Iverel may adjust the project timeline accordingly. Persistent delays exceeding 30 days may result in the project being placed on hold and may incur re-engagement fees.

10. Limitation of Liability

10.1 Maximum Liability

To the maximum extent permitted by law, Iverel's total aggregate liability for any claim arising out of or in connection with the services is limited to the total fees paid by the Client under the relevant Service Agreement in the 12 months preceding the claim.

10.2 Exclusion of Indirect Losses

To the maximum extent permitted by law, Iverel is not liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of business opportunity, or loss of goodwill, even if advised of the possibility of such damages.

10.3 Exceptions

Nothing in these Terms limits liability for:

• Death or personal injury caused by negligence.
• Fraud or fraudulent misrepresentation.
• Any liability that cannot be excluded under the ACL or other applicable law.

10.4 Mutual Obligation

Both parties agree to take reasonable steps to mitigate any loss or damage arising from the engagement.

11. Third-Party Services and Dependencies

11.1 Third-Party APIs and Platforms

Our services may depend on third-party services including but not limited to Anthropic, OpenAI, Google Cloud, Supabase, Vercel, N8N, Xero, and various client systems. Iverel does not control these third-party services and is not liable for:

• Service interruptions, downtime, or degradation of third-party services.
• Changes to third-party APIs, pricing, terms of service, or functionality.
• Data loss or security incidents originating from third-party services.

11.2 Mitigation

Where a third-party service disruption affects the Client's solution, Iverel will use reasonable efforts to implement workarounds or migrate to alternative services. Any costs associated with migration due to third-party changes are the Client's responsibility unless otherwise agreed.

12. Termination

12.1 Termination by Client

The Client may terminate the engagement at any time by providing 14 days written notice. Upon termination:

• Fees for work completed up to the termination date are payable.
• Any commencement payments already made are non-refundable (representing committed resources and planning work).
• Iverel will deliver all completed and in-progress deliverables within 14 days of termination.

12.2 Termination by Iverel

Iverel may terminate the engagement if:

• The Client fails to pay invoices within 30 days of the due date despite written reminder.
• The Client materially breaches these Terms and fails to remedy within 14 days of written notice.
• Continuing the engagement would require Iverel to act unlawfully.

12.3 Termination of Retainers

Retainer agreements may be terminated by either party with 30 days written notice unless otherwise specified in the Service Agreement.

12.4 Post-Termination

Upon termination: Client data returned or destroyed per Section 7.3. IP provisions in Section 5 apply. Confidentiality obligations survive per Section 6.4. Accrued payment obligations survive.

13. Force Majeure

Neither party is liable for failure or delay in performing obligations caused by events beyond reasonable control, including but not limited to: natural disasters, pandemics, war, terrorism, government actions, power failures, internet or telecommunications failures, cyberattacks, AI model provider outages, cloud infrastructure failures, or third-party API disruptions.

The affected party must notify the other party as soon as practicable and use reasonable efforts to mitigate the impact. If the force majeure event continues for more than 60 days, either party may terminate the engagement without further liability (except for fees for work already completed).

14. Dispute Resolution

14.1 Good Faith Negotiation

The parties agree to attempt to resolve any dispute arising out of or in connection with these Terms by good faith negotiation within 14 days of written notice of the dispute.

14.2 Mediation

If the dispute is not resolved through negotiation, the parties agree to submit the dispute to mediation administered by the Resolution Institute (or successor body) before commencing legal proceedings. The mediation will be held in Perth, Western Australia. Costs of mediation are shared equally.

14.3 Litigation

If mediation does not resolve the dispute within 30 days, either party may commence legal proceedings. The courts of Western Australia have exclusive jurisdiction.

14.4 Continued Performance

Unless otherwise agreed, both parties will continue to perform their obligations under these Terms pending resolution of any dispute.

15. Acceptable Use

When using our services, including the website chatbot, the Client agrees not to:

• Attempt to reverse-engineer, extract, or replicate Iverel's proprietary systems, methodologies, or AI configurations.
• Use the chatbot to submit harmful, abusive, defamatory, or illegal content.
• Attempt to manipulate, "jailbreak", or circumvent the chatbot's safety controls.
• Use the services to process data in violation of any applicable law, including the Privacy Act.
• Exceed reasonable usage limits or engage in activity that could impair service performance for others.
• Misrepresent your identity or authority when interacting with our services.

Iverel reserves the right to suspend or terminate access for violations of these acceptable use provisions.

16. Indemnification

16.1 Client Indemnity

The Client indemnifies Iverel against any claim, loss, damage, cost, or expense (including reasonable legal fees) arising from:

• The Client's breach of these Terms.
• The Client's use of the deliverables in a manner not contemplated by the Service Agreement.
• Any third-party claim arising from the Client's data or materials provided to Iverel.

16.2 Iverel Indemnity

Iverel indemnifies the Client against any third-party claim that the deliverables (excluding Client Materials and third-party components) infringe the intellectual property rights of a third party in Australia.

17. General Provisions

18. Unfair Contract Terms

In accordance with the Competition and Consumer Act 2010 (Cth), Part 2-3 (as amended November 2023), these Terms are drafted to be fair and reasonable. No term in these Terms is intended to be unfair within the meaning of the Act. If any term is found to be unfair by a court or tribunal, that term is void and the remaining Terms continue to apply.

19. Electronic Transactions

In accordance with the Electronic Transactions Act 1999 (Cth), these Terms may be accepted electronically. Email acceptance, online form submission, or payment of commencement invoice constitutes valid acceptance. Electronic records and communications have the same legal effect as paper-based equivalents.

20. Contact