Standard Terms of Engagement

1.1 Blue Seas AI Consulting - 'we', 'us' or 'our' means Blue Seas AI Consulting (The Trustee for Puszko Family Trust trading as Blue Seas AI Consulting, ABN 17 669 562 782), its officers, employees, contractors, successors and assigns. Client - 'you' or 'your' means the client identified in the proposal, quote or invoice, and your successors and assigns.

2.1 Any period provided by us for completion of the contract shall be an estimate only.

3.1 Our fees are outlined in the proposal or quote and are reviewed annually. Invoiced payments are due within 7 days. 3.2 Invoices are issued at project milestones as outlined in the proposal. Travel and other external costs are charged at cost. 3.3 If required, weekend or public holiday work is charged at $350 per hour ex GST.

3.4 Deposits: unless the proposal or quote states otherwise, every engagement begins with a deposit invoice, and work is scheduled once the deposit is paid. For fixed-price diagnostic engagements (including the AI Scan and the AI Blueprint), the balance is payable before final deliverables are released, subject to any commitment under clause 22.3.

3.5 Overdue amounts: overdue amounts incur interest at the default judgment interest rate published by the Queensland Courts from time to time, calculated daily from the due date until payment in full. We may suspend work, managed services and the release of deliverables while any amount remains overdue by more than 14 days.

3.6 Recovery costs: you must pay all costs we reasonably incur in recovering overdue amounts, including debt collection agency fees and legal costs on a solicitor and own client basis.

3.7 Company clients: the person accepting these terms on behalf of a company warrants that they are authorised to bind it. Where we require it, the engagement is conditional on one or more directors signing a personal guarantee of payment (contained in the Engagement Letter where one is used).

4.1 Additional work outside the proposal requires a new agreement and may incur extra costs. Such work will be charged at $350 per hour ex GST unless otherwise agreed in writing. 4.2 Modifications beyond the original scope must be documented separately and may incur additional charges.

5.1 We aim for continuity but may substitute personnel if necessary, ensuring equal skills and notifying you promptly. 5.2 Both parties agree not to solicit or employ each other's personnel during the contract and for one year after. 5.3 We may engage subcontractors or third parties to help deliver services. Any third party engaged will adhere to these terms and maintain the same standards as Blue Seas AI Consulting. 5.4 We will oversee all work by subcontractors to ensure it meets our quality standards.

6.1 Each party will keep the other's confidential information confidential, use it only for the purposes of this agreement, and not disclose it without consent. For general business information this obligation continues during the term and for two years afterwards.

6.2 Client Confidential Information: your client matter content, personal information you hold, and any material over which legal professional privilege subsists. Our obligation of confidence over Client Confidential Information is perpetual. It survives termination or expiry of this agreement without limit of time.

6.3 Privilege preserved: disclosure of privileged material to us, in our capacity as your service provider, is not intended to and does not waive legal professional privilege in that material.

6.4 Compulsory process: if we receive any subpoena, notice, order or other compulsory process seeking your material, we will notify you immediately and before producing anything, so that you may assert privilege or confidentiality on your clients' behalf, unless we are prohibited by law from telling you.

6.5 Any of your data we collect will be handled in compliance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Our full privacy policy is at blueseas.ai/privacy.

7.1 Platform IP (owned by Blue Seas AI Consulting): the underlying framework that coordinates the AI agents, the way several agents are designed to work together, integration connectors and patterns, the engines that read documents, the systems that search documents and pass the right passages to the AI, generic agent designs, generic prompts, and any code or pattern that is reusable across Blue Seas AI's client base. Blue Seas AI grants you a perpetual, non-exclusive licence to use the Platform IP within your own copy of the system, for your internal business operations, during the engagement and after it ends, whatever the reason it ends. After the engagement ends, the licence covers the system as it stands on that day. A provider you name may run your copy for you, provided they do not reuse the Platform IP for anyone else. You may not sublicense or resell the Platform IP or copy it for another business, and the licence passes to a buyer of your business only with Blue Seas AI's written consent, which will not be unreasonably withheld. The licence ends only if you use the Platform IP outside these terms, or if an amount you do not dispute remains unpaid 30 days after written notice from Blue Seas AI.

7.2 Customer IP (owned by you): your brand voice training data, the searchable index built from your precedent library, business-specific prompts, customised risk registers, knowledge captures, and any configuration specifically tuned to your business. Blue Seas AI has no right to reuse Customer IP for any other client.

7.3 Customer Data (owned by you): all client matter content, transcripts, drafted documents, and confidential business information. Never stored on Blue Seas AI systems beyond what is needed to process it. The AI providers we use may keep each request for up to 30 days for their own safety checks, or longer if a check flags it. Never used to train AI models. You may extract all Customer Data in standard formats at any time on written request, including post-termination.

7.4 Reuse rights: Blue Seas AI retains the right to license the Platform IP to other clients (including other businesses in your industry) and to evolve the Platform IP independently. Your Customer IP and Customer Data are never shared.

7.5 Pre-existing IP: neither party acquires intellectual property rights over any material belonging to the other party prior to the engagement.

7.6 Third-party content: you guarantee that any designs, instructions, or source materials provided to Blue Seas AI will not infringe on third-party intellectual property rights, including copyright, patents, or registered designs.

7.7 Termination and continuity: on termination by either party, Blue Seas AI keeps your system running for 90 days so you can move it into your own account, or to a provider you name, and take your data. Any monthly fee continues for those 90 days, unless the engagement ended because Blue Seas AI did not meet the agreed standard or stopped operating (clauses 11 and 20). After the 90 days Blue Seas AI stops hosting, updating and supporting the system, and your licence under clause 7.1 continues. You may at any time during this period extract all Customer Data and any export-ready representation of Customer IP. Blue Seas AI retains no copies of Customer Data following the migration window.

8.1 Post-deployment support for additional features beyond the initial project scope is charged at $350 per hour ex GST.

9.1 To the extent permitted by law, our total aggregate liability arising out of or in connection with this agreement, whether in contract, tort, under statute or otherwise, is capped at the total fees paid by you to us under this agreement in the 12 months immediately before the event giving rise to the claim - this is our maximum liability, however the claim arises. 9.2 This cap does not apply to, and our liability is not limited for: death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited (including any guarantee, right or remedy under the Australian Consumer Law that cannot lawfully be excluded, restricted or modified). 9.3 Neither party is liable to the other for indirect, special or consequential loss, or loss of profits, revenue, goodwill or anticipated savings, even where advised of the possibility of such loss.

10.1 We may use open-source software and components to supply software solutions and other services to you. We do not charge additional licensing fees on open-source software. 10.2 All software and components not developed by us retain the original licence and terms associated with that software. We cannot assign any rights to you, and you agree to be bound by the original developer's licence terms.

11.1 Where the engagement includes a managed service, the term is 12 months from go-live, unless the proposal states otherwise. Go-live is the day the build passes acceptance testing under 11.5. We confirm that date to you in writing the same day. The protections in 11.5 to 11.7 apply throughout the term. Ending the engagement before the end of the term is covered by 11.3, unless 11.5 or 11.7 applies. Either party may terminate at the end of the term with 30 days written notice. 11.2 For engagements without a managed-service term, either party may terminate with 30 days written notice. 11.3 If terminated, you are responsible for payment for work completed up to that date and for the balance of the term. 11.4 We reserve the right to terminate this contract immediately by giving written notice to you if you commit a breach of the contract, or if any payment due under the contract remains unpaid for 30 days after its due date. 11.5 If the build does not pass acceptance testing (your sign-off, with Blue Seas AI testing alongside you throughout the build), there is no monthly fee and no term. You have 10 business days to test, from the day we hand over a build that is ready for testing. If you have not told us in writing what does not work by then, the build is treated as having passed. If you tell us what does not work, we fix it and hand it back. You then have 5 business days to test the fix, and the same rule applies. Testing runs in three rounds. After the third, anything new is quoted as a change. A build you are using on real work is treated as having passed. Real work means work for your own clients or customers, outside the test examples we agree at the start. 11.6 We review the system against the agreed standard each month and send you the result. If we do not send a result for a month, you may ask for one and we send it within 5 business days. At each monthly review, if the system is not performing to the standard agreed at acceptance, the monthly fee pauses and Blue Seas AI keeps working at no charge until it is. The pause ends the day our re-check shows the system is back at the standard. We confirm both dates to you in writing, and no fee is charged for the days in between. 11.7 If Blue Seas AI materially fails to meet that standard and has not put it right within 30 days of written notice, you may end this engagement inside the term with nothing further to pay. Your data, outputs and licence to the system remain yours on any termination, whatever the reason.

12.1 These terms are governed by Queensland law, and disputes will be resolved within Queensland's jurisdiction.

13.1 We will not be liable to you or considered in breach of this contract for any delay or failure to fulfil obligations caused by events beyond our or our subcontractors' reasonable control. This includes any act or omission by you, regardless of whether such events were foreseeable at the time this contract was made.

14.1 You indemnify us against claims arising from third-party intellectual property rights infringements relating to material you supply.

15.1 The contract starts upon acceptance and continues until project completion - and through any managed-service term under clause 11 - unless terminated earlier under clause 11.

16.1 Changes beyond the agreed scope must be documented and may incur additional costs.

17.1 You agree to reasonably consider our requests to issue public relations (PR) material related to the project, including announcements at contract signing, during, and after the project. All PR material will adhere to confidentiality and intellectual property requirements. We will ensure that such material is not damaging to your interests or reputation.

18.1 Project timelines depend on timely cooperation from both parties. Where we have made a reasonable request for information, access, materials, or approvals, and no response is received within 3 business days, the project delivery timeline will extend by the number of days we have been waiting. 18.2 Where a project must be paused due to delayed client responses exceeding 5 business days, a re-activation fee of $1,500 ex GST applies upon resumption of work. This fee covers re-briefing and rescheduling costs. We will notify you before this fee is applied. 18.3 We will make every reasonable effort to keep requests clear, specific, and easy to respond to.

19.1 Where an engagement includes a monthly retainer, the retainer secures reserved capacity, ongoing access, and strategic continuity for the agreed period. 19.2 Unused sessions, hours, or capacity within any calendar month do not roll over into subsequent months and are not refundable. 19.3 Short pauses of up to 4 weeks (for example holidays, weddings, or other short absences) do not change the monthly retainer fee. The slot remains reserved. 19.4 Extended pauses longer than 4 weeks may be agreed with at least 30 days written notice. During an agreed extended pause the retainer fee does not apply, and the original slot is held subject to availability when work resumes.

20.1 Your system runs on accounts dedicated to you from day one - hosting, AI provider, and domain - held either in your own name, or, where we provision and bill them on your behalf, detachable to you at any time under clause 20.4. Either way the live system is yours. 20.2 Should Blue Seas AI cease to trade, become insolvent, or abandon the engagement (defined as failing to respond to a critical issue for more than 30 days without agreed cause), you receive a full technical export of the system - code, prompts, workflows, and configuration, documented - so a new provider can take it over without rebuilding from scratch. 20.3 This is a continuity guarantee: if you choose to end the engagement for any other reason, your data and outputs remain fully and immediately yours, and we will discuss a paid, bounded technical handover in good faith. 20.4 Dedicated cloud accounts. Where we run your system in a cloud account dedicated to you (for example an AWS account in an Australian region), that account holds only your data and is used for no other client. You may nominate a person in your business to hold read-only access to it at any time. On your written request, at any time and for any reason, we will detach that account to a cloud organisation you nominate, with your data, configuration and audit logs intact, and hand over its administrative credentials. We will complete that within 30 days of your request. Where we hold the account's billing, charges incurred up to the detachment date remain payable.

21.1 The systems we build produce AI-generated output. AI output can contain errors and is provided to support your team's judgement. You are responsible for reviewing AI-generated output before it is relied on or sent outside your business, in line with the human-review tiers agreed for each workflow. 21.2 We do not warrant that AI output will be error-free, and clause 9 applies to any claim arising from reliance on AI-generated output.

22.1 We provide our services with reasonable professional skill and care, consistent with current good industry practice for AI consulting and software delivery. 22.2 Except for any guarantee under the Australian Consumer Law that cannot be excluded, and any commitment under clause 22.3, we do not warrant a particular business outcome or result. Our commitment is to the standard of care in delivering our services, and clause 9 applies to any claim arising from this clause. 22.3 Where a proposal or report issued by us sets out a specific written commitment, such as the Blueprint fee commitment, that commitment applies on its stated terms and prevails over clauses 22.2 and 3.4 to the extent of any inconsistency. The remedy stated in a commitment is the only remedy for a failure to meet it, subject to clause 9.2. Nothing in these terms excludes or limits a guarantee, right or remedy under the Australian Consumer Law that cannot lawfully be excluded or limited.

23.1 If we become aware that your data has been accessed, disclosed, or lost without authorisation, we will notify you without undue delay, and in any event within 72 hours of becoming aware. 23.2 That notice will include what we know at the time: the nature of the incident, the data affected, and the steps we are taking to contain it and prevent recurrence. 23.3 We will reasonably cooperate with you in meeting your own notification obligations under the Privacy Act 1988 (Cth) and the Notifiable Data Breaches scheme.

24.1 We maintain professional indemnity and cyber liability insurance appropriate to the services we provide, with a reputable insurer. 24.2 We will maintain that cover for the term of this agreement and for a reasonable period afterwards. 24.3 We will provide a certificate of currency on your written request.