Terms of Service

1. Introduction and Acceptance

1.1 Agreement

These Terms of Service ("Terms") constitute a legally binding agreement between Brave Labs ABN 47 142 335 509 ("Brave Labs", "we", "us", or "our"), a business operating in Gold Coast, Queensland, Australia, and you ("Client", "you", or "your"), whether personally or on behalf of an entity, concerning your access to and use of our services.

1.2 Acceptance

By engaging our services, placing an order, or executing a Statement of Work, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not engage our services.

1.3 Capacity

You represent and warrant that you have the legal capacity and authority to enter into these Terms and to bind any entity on whose behalf you act.

2. Services

2.1 Service Categories

Brave Labs provides the following professional technology services:

2.2 Service Delivery

All services are delivered as custom development projects with pricing based on scope, complexity, and specific requirements. Services may be delivered through:

• Fixed-Price Projects: Project-based pricing for well-defined scope with predictable deliverables and timeline
• Pay-As-You-Go Arrangements: Hourly or weekly rates for projects requiring flexibility, exploration, or evolving requirements

Specific pricing, scope, deliverables, and timelines will be detailed in the relevant Statement of Work or service agreement.

3. Engagement Process

3.1 Statement of Work

Each engagement will be governed by these Terms and a specific Statement of Work ("SOW") that details:

• Project scope and deliverables
• Timeline and milestones
• Pricing and payment schedule
• Acceptance criteria
• Specific terms applicable to the project

3.2 Order of Precedence

In case of conflict, documents shall prevail in the following order:

1. Executed Statement of Work
2. These Terms of Service
3. Any other referenced documents

4. Pricing and Payment

4.1 Pricing Models

4.2 Payment Terms

• All prices quoted in Australian Dollars (AUD) unless otherwise specified
• GST will be added to all invoices for Australian clients
• Payment due within 14 days of invoice date unless otherwise agreed
• Electronic payment methods accepted
• International clients may be subject to different payment terms

4.3 Late Payment

• Late payment fees of 2% per month may apply
• We reserve the right to suspend services for overdue accounts exceeding 30 days
• Collection costs and legal fees recoverable from Client

4.4 Deposits

Projects may require a deposit of up to 50% before commencement, as specified in the SOW.

5. Project Scope and Changes

5.1 Scope Definition

The project scope is defined exclusively in the SOW. Any work outside this scope requires a written change request.

5.2 Change Management Process

• All scope changes must be requested in writing
• We will provide a written estimate for the change
• Changes only proceed upon written approval and may affect timeline
• Additional fees apply for approved changes

5.3 Assumptions

Our pricing and timelines assume:

• Timely provision of required information and materials
• Prompt feedback and approvals (within 3 business days)
• Reasonable availability for consultation
• No third-party dependencies beyond our control

6. Client Responsibilities

6.1 Cooperation

You agree to:

• Provide accurate and complete information
• Respond to queries within reasonable timeframes
• Provide necessary access to systems and platforms
• Assign a primary contact for the project
• Review and approve deliverables promptly

6.2 Materials and Information

• You are responsible for the accuracy of all provided materials
• You warrant you have rights to all materials provided
• You indemnify us against claims arising from your materials

6.3 Compliance

You are responsible for ensuring your use of our deliverables complies with all applicable laws and regulations.

7. Intellectual Property

7.1 Ownership of Deliverables

(a) Upon full payment of all fees for a project, Brave Labs hereby assigns to the Client all intellectual property rights in the specific deliverables created exclusively for the Client under the relevant SOW ("Custom Deliverables").

(b) This assignment explicitly excludes:

• Pre-existing intellectual property
• General methodologies, techniques, and know-how
• Generic code, libraries, and frameworks
• Any materials not created specifically for the Client

7.2 Brave Labs Retained Rights

We retain all rights in:

• Our pre-existing intellectual property
• General commercial knowledge and expertise
• Standard frameworks, libraries, and tools
• Methodologies and processes
• Any improvements to our existing IP

7.3 License to Retained IP

We grant you a non-exclusive, perpetual, worldwide license to use our retained IP solely as incorporated in your Custom Deliverables.

7.4 Client Materials

You grant us a non-exclusive license to use materials you provide solely for performing the services. This license terminates upon project completion, except we may retain copies for legal compliance.

7.5 Feedback and Improvements

Any suggestions or feedback you provide may be used by us without compensation or attribution.

7.6 Open Source

Deliverables may include open-source software subject to separate license terms which will be identified.

8. Artificial Intelligence Specific Terms

8.1 AI Limitations

You acknowledge that AI systems:

• May produce unexpected or incorrect outputs
• Require ongoing training and refinement
• Cannot guarantee 100% accuracy
• Should not be solely relied upon for critical decisions
• May reflect biases present in training data

8.2 AI Decision-Making

AI systems we develop are tools to assist human decision-making. You remain responsible for all decisions made using AI outputs.

8.3 Data Use in AI Systems

• We will only use your data for training AI models with explicit consent
• You are responsible for ensuring you have rights to data used
• We implement reasonable security measures for data handling

9. Warranties and Consumer Guarantees

9.1 Consumer Guarantee Rights

9.2 Our Service Standards

We warrant that we will:

• Perform services with professional skill and care
• Use appropriately qualified personnel
• Comply with industry standards
• Deliver services in accordance with the SOW

9.3 Limitation of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW (recognizing that consumer guarantees under the ACL cannot be excluded):

• We do not warrant uninterrupted or error-free operation
• We do not warrant compatibility with all systems
• We do not warrant specific business outcomes or results

9.4 Warranty Period

Unless otherwise specified in the SOW, warranty for deliverables is 30 days from delivery, during which we will correct material defects at no charge.

10. Limitation of Liability

10.1 Consumer Acknowledgment

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the ACL that cannot be excluded, restricted, or modified.

10.2 Liability Cap

To the maximum extent permitted by law, our total aggregate liability under or in connection with these Terms and any SOW will not exceed the total fees paid by you for the specific services giving rise to the claim in the 12 months preceding the claim.

10.3 Consequential Loss

Subject to consumer guarantees under the ACL, neither party will be liable for:

• Indirect or consequential loss
• Loss of profits, revenue, or anticipated savings
• Loss of data (except where caused by our negligence)
• Loss of business opportunity or reputation

11. Indemnification

11.1 Client Indemnification

You agree to indemnify and hold harmless Brave Labs, its officers, employees, and agents from all reasonable claims, losses, and expenses (including reasonable legal fees) arising from:

• Your material breach of these Terms
• Your use of the deliverables in a manner not contemplated by these Terms or the relevant SOW
• Your materials or information infringing any third-party rights
• Your violation of any applicable law or third-party rights

This indemnity is subject to us: (a) promptly notifying you of any claim; (b) giving you reasonable assistance in defending the claim (at your expense); and (c) not making any admission or settlement without your consent (not to be unreasonably withheld).

11.2 Our Indemnification

We will indemnify you against third-party claims that our Custom Deliverables infringe intellectual property rights, provided you notify us promptly and allow us to control the defence.

12. Confidentiality

12.1 Confidential Information

Each party will:

• Keep confidential all non-public information received from the other party
• Use confidential information solely for performing under these Terms
• Protect confidential information with reasonable care

12.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach
• Was rightfully known before disclosure
• Is independently developed
• Must be disclosed by law

12.3 Duration

Confidentiality obligations survive termination for 3 years.

13. Termination

13.1 Termination for Convenience

Either party may terminate a pay-as-you-go engagement with 14 days written notice. Fixed-price projects may only be terminated as specified in the SOW.

13.2 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches and fails to cure within 7 days of notice
• Becomes insolvent or bankrupt
• Ceases business operations

13.3 Effect of Termination

Upon termination:

• All fees for completed work become immediately due
• We will deliver completed work upon payment
• Each party returns the other's confidential information
• Licenses to our retained IP continue for paid deliverables

13.4 Refunds

Refunds are assessed case-by-case considering:

• Work completed to date
• Reason for termination
• Consumer rights under the ACL
• Terms specified in the SOW

14. Dispute Resolution

14.1 Good Faith Resolution

Parties agree to first attempt resolution through good faith negotiations between senior representatives.

14.2 Mediation

If not resolved within 30 days, disputes shall be submitted to mediation administered by the Australian Disputes Centre in Brisbane, Queensland.

14.3 Arbitration or Litigation

If mediation fails, disputes may be resolved through:

• Arbitration under ACICA rules (for claims over $100,000)
• Queensland courts (for claims under $100,000)

14.4 Injunctive Relief

Nothing prevents either party from seeking injunctive relief for IP infringement or confidentiality breaches.

15. International Clients

15.1 Jurisdiction

For international clients:

• These Terms are governed by Queensland law
• UN Convention on Contracts (CISG) is excluded
• Disputes resolved in Queensland unless otherwise agreed
• Client waives objections to Queensland jurisdiction

15.2 Currency and Taxes

• International pricing may be in USD or other currencies
• Client responsible for all local taxes and duties
• Wire transfer fees are Client's responsibility

16. Data Protection and Privacy

16.1 Privacy Compliance

We comply with the Privacy Act 1988 (Cth) and will:

• Only collect necessary personal information
• Handle personal information in accordance with our Privacy Policy
• Implement reasonable security measures
• Notify of eligible data breaches as required

16.2 Data Processing

For AI and automation services, we may process your data on third-party platforms. We will:

• Identify all third-party processors
• Ensure appropriate data processing agreements
• Comply with your reasonable data handling requirements

17. Insurance and Professional Standards

17.1 Professional Indemnity Insurance

We maintain professional indemnity insurance appropriate for our services.

17.2 Industry Standards

We adhere to relevant industry standards and best practices for software development and AI implementation.

18. Force Majeure

18.1 Suspension of Obligations

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including:

• Natural disasters
• Government actions
• War or terrorism
• Pandemic or epidemic
• Critical infrastructure failure

18.2 Mitigation

Affected party must:

• Promptly notify the other party
• Use reasonable efforts to mitigate impact
• Resume performance when able

19. General Provisions

19.1 Entire Agreement

These Terms and any SOW constitute the entire agreement between the parties, superseding all prior agreements and understandings.

19.2 Amendment

These Terms may only be amended in writing signed by both parties. We may update these Terms for new engagements with 30 days notice.

19.3 Severability

If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if not possible, severed, with remaining provisions continuing in full force.

19.4 Waiver

No waiver is effective unless in writing. Failure to enforce any right is not a waiver of future enforcement.

19.5 Assignment

You may not assign these Terms without our prior written consent, which will not be unreasonably withheld. We may assign these Terms to a successor entity or affiliate upon providing you with 30 days' written notice. Any purported assignment in violation of this section is void.

19.6 Relationship

Nothing creates a partnership, joint venture, agency, or employment relationship between the parties.

19.7 Notices

Notices must be in writing to:

• Brave Labs: hello@bravelabs.com.au, Gold Coast, Queensland, Australia
• Client: Address provided in SOW

19.8 Governing Law

These Terms are governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of Queensland courts.

19.9 Survival

Provisions that by their nature should survive termination will survive, including IP ownership, confidentiality, limitation of liability, and indemnification.

20. Definitions

"Confidential Information"

means non-public information marked confidential or that reasonably should be considered confidential.

"Custom Deliverables"

means work product created specifically and exclusively for the Client under a SOW.

"Intellectual Property Rights"

means all intellectual property rights worldwide, including copyright, patents, trademarks, trade secrets, and moral rights.

"Services"

means the AI solutions, web development, mobile development, and related services provided by Brave Labs.

"Statement of Work" or "SOW"

means a signed agreement detailing specific project requirements, deliverables, timeline, and fees.

21. Development Services Terms

21.1 Acceptance and Delivery

• Acceptance testing period of 7 days unless otherwise specified in the SOW
• Deliverables deemed accepted if no written issues raised within testing period
• Source code and intellectual property provided upon final payment
• Deployment assistance included for initial launch

21.2 Support and Maintenance

• Post-delivery support terms specified in each SOW
• Bug fixes for defects in original deliverables typically included for 30 days
• Ongoing maintenance and support available as separate service
• Emergency support requests subject to availability and additional fees

22. Contact Information

23. Acknowledgment