Terms of Service

1. Services

1.1 Scope of Services

Mellon AI provides AI automation consulting and implementation services, which may include:

• Workflow auditing and AI opportunity assessment
• Configuration and deployment of AI agents and automation systems
• Integration of AI tools with your existing business software
• Staff training and change management support
• Ongoing monitoring, optimisation, and management of deployed AI systems

1.2 Service Specifications

The specific services, deliverables, timelines, and pricing applicable to your engagement will be set out in a separate Service Agreement, Statement of Work (SOW), or proposal document. These Terms apply to and are incorporated into all such documents.

1.3 Changes to Services

We may update or modify our service offerings from time to time. Any changes to services already agreed will be communicated in writing and require your consent before taking effect.

2. Engagement and Acceptance

An engagement is formed when:

• You sign a Service Agreement or Statement of Work; or
• You make a payment for services; or
• You provide written confirmation (including by email) that you accept a proposal.

A consultation or strategy call does not by itself create a binding engagement. You are under no obligation to proceed following an initial call.

3. Fees and Payment

3.1 Pricing

Fees are as set out in your Service Agreement or proposal. All prices are in Australian dollars (AUD) and are exclusive of GST unless stated otherwise.

3.2 GST

Where applicable, GST at the current rate (currently 10%) will be added to invoices. A valid tax invoice will be provided for all taxable supplies.

3.3 Payment Terms

• Setup and implementation fees are payable as specified in the Service Agreement (typically 50% upon engagement and 50% upon delivery, unless otherwise agreed)
• Monthly management and retainer fees are payable in advance at the start of each billing period
• Invoices are due within 14 days of issue unless otherwise agreed in writing

3.4 Late Payment

Invoices not paid within 14 days of their due date may attract interest at the rate of 10% per annum, calculated daily. We reserve the right to suspend services for accounts more than 30 days overdue, without liability to you.

3.5 Price Changes

We will provide at least 30 days' written notice of any changes to ongoing fees. You may terminate your engagement within that 30-day period without penalty if you do not accept the new pricing.

4. Free Trial Period

Where a free trial period is offered, the following conditions apply:

• The trial period begins on the date services are first delivered, not the date of contract signing
• If you are not satisfied within the trial period, you may terminate by written notice and no ongoing fees will be charged
• Any setup, configuration, or implementation fees already paid are non-refundable unless otherwise agreed in writing
• Specific trial terms and duration will be stated in your Service Agreement

5. Client Obligations

To enable us to deliver services effectively, you agree to:

• Provide timely access to the systems, tools, data, and personnel necessary for implementation
• Ensure you have the legal authority and all necessary consents to share any data with us for processing
• Appoint a primary contact person for the engagement who can make decisions on your behalf
• Review AI system outputs and maintain appropriate human oversight, particularly for decisions affecting customers, employees, or finances
• Notify us promptly of any errors, issues, or unexpected AI outputs
• Ensure your use of AI systems deployed by us complies with applicable laws, including privacy laws, consumer protection laws, and any industry-specific regulations

6. Acceptable Use

You must not use any AI systems deployed by Mellon AI for:

• Any unlawful purpose, including fraud, deception, or harassment
• Generating or distributing spam, unsolicited marketing, or phishing content
• Creating or distributing disinformation, deepfakes, or misleading content
• Processing sensitive personal data (including health or financial data) without appropriate safeguards and our prior written consent
• Circumventing or undermining the safety and ethical guidelines of underlying AI model providers
• Any purpose that violates the terms of service of the AI model providers whose technology underpins your deployment

We reserve the right to suspend or terminate services immediately if we become aware of a material breach of this clause.

7. AI-Specific Acknowledgements

By engaging our services, you acknowledge and accept that:

• AI outputs are not guaranteed to be accurate. Large language models may produce errors, hallucinations, or outdated information. You are responsible for reviewing AI outputs before acting on them, particularly in high-stakes contexts.
• Human oversight is required. AI automation does not eliminate the need for human judgement. You must maintain appropriate oversight of AI-generated outputs, especially for communications sent to customers, financial decisions, and legal or compliance matters.
• AI model behaviour may change. The performance characteristics of underlying AI models (OpenAI, Anthropic, Google, etc.) may change as those providers update their models. We will endeavour to maintain service quality through such changes, but cannot guarantee identical outputs over time.
• Third-party AI providers have their own terms. Use of AI systems we deploy may also be subject to the terms of service of the underlying AI providers, including OpenAI, Anthropic, and Google.

8. Intellectual Property

8.1 Our Intellectual Property

All methodologies, frameworks, prompts, configuration templates, tooling, and know-how developed by Mellon AI ("Our IP") remain our exclusive intellectual property. Engaging our services does not transfer ownership of Our IP to you.

8.2 Client Data and Outputs

You retain ownership of your business data and the AI-generated outputs produced using your data through systems we deploy. You grant us a limited licence to use your data solely for the purpose of delivering services to you.

8.3 Bespoke Deliverables

Where we develop custom workflows, integrations, or tools specifically for you, ownership of those deliverables will be as agreed in writing in your Service Agreement. Absent such agreement, ownership vests in Mellon AI, with you receiving a perpetual, non-exclusive licence to use the deliverables for your internal business purposes.

9. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information received from the other party in the course of the engagement ("Confidential Information"). Confidential Information must not be disclosed to any third party without prior written consent, except:

• Where required by law or court order
• To professional advisers under obligations of confidentiality
• Where the information is already publicly available through no fault of the receiving party

Confidentiality obligations survive the termination of these Terms for a period of 3 years.

10. Data Processing and Privacy

Our handling of personal information in connection with services is governed by our Privacy Policy. Where we process personal information on your behalf as a data processor, a Data Processing Agreement (DPA) will be entered into as part of your Service Agreement.

You warrant that you have obtained all necessary consents and have a lawful basis for sharing personal information with us for processing in connection with our services.

11. Limitation of Liability

11.1 Exclusions

To the maximum extent permitted by law, Mellon AI is not liable for:

• Loss of profits, revenue, business, or goodwill
• Loss of data or data corruption
• Indirect, consequential, special, or punitive damages of any kind
• Losses arising from your reliance on AI-generated outputs without appropriate human review
• Losses caused by the failure, change, or unavailability of third-party AI model providers

11.2 Cap on Liability

Our total aggregate liability to you for any claim arising from or related to these Terms or our services is limited to the total fees paid by you to us in the 3 months preceding the event giving rise to the claim.

11.3 Consumer Guarantees

Nothing in these Terms excludes any rights you have under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) that cannot be excluded by contract. For services to consumers, our liability for failure to comply with a consumer guarantee is limited to re-supplying the services or paying the cost of re-supply, as permitted by law.

12. Warranties

We warrant that:

• Services will be delivered with reasonable care and skill
• We hold appropriate insurances for our business activities

We do not warrant that AI systems will be error-free, uninterrupted, or will meet any specific performance targets beyond those expressly stated in your Service Agreement. All other warranties are excluded to the extent permitted by law.

13. Term and Termination

13.1 Term

These Terms apply from the date of engagement until all services under your Service Agreement are completed and all fees are paid, unless earlier terminated.

13.2 Termination by Client

You may terminate ongoing services with 30 days' written notice. You will be liable for fees for services delivered up to the effective date of termination. Setup and implementation fees already paid are non-refundable.

13.3 Termination by Mellon AI

We may terminate your engagement immediately by written notice if you:

• Breach these Terms and fail to remedy the breach within 14 days of written notice
• Fail to pay fees within 30 days of their due date
• Become insolvent, enter administration, or cease to carry on business
• Use our services for any unlawful or prohibited purpose

13.4 Effect of Termination

On termination, you must cease using all AI systems and workflows we have configured. We will provide a reasonable transition period (not less than 14 days) to allow you to migrate or disable affected systems. Clauses relating to confidentiality, intellectual property, liability, and payment survive termination.

14. Dispute Resolution

If a dispute arises, the parties agree to attempt to resolve it in good faith through direct negotiation before commencing legal proceedings. If negotiation fails within 30 days of written notice of a dispute, either party may refer the matter to mediation before a mutually agreed mediator, or, if no agreement is reached on a mediator, one appointed by the Australian Disputes Centre.

Nothing in this clause prevents a party from seeking urgent injunctive or declaratory relief from a court.

15. Governing Law

These Terms are governed by the laws of New South Wales, Australia. Both parties submit to the non-exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia.

16. General

• Entire agreement: These Terms, together with your Service Agreement and any applicable DPA, constitute the entire agreement between the parties and supersede all prior representations, negotiations, and agreements.
• Amendments: We may update these Terms from time to time. We will provide 14 days' notice of material changes to existing clients. Continued use of services after the notice period constitutes acceptance.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.
• Waiver: Failure to enforce any provision of these Terms does not constitute a waiver of that provision.
• Assignment: You may not assign your rights or obligations under these Terms without our written consent. We may assign our obligations to a related entity or successor.
• Force majeure: Neither party is liable for delays or failures caused by events beyond their reasonable control, including natural disasters, government action, or failure of third-party infrastructure.

17. Contact

Habitedge Pty Ltd
Trading as Mellon AI
Sydney, New South Wales, Australia
Email: daniel@habitedge.app