Terms of Service

1. About Agent Crew and These Terms

Agent Crew ("we", "us", "our") is an Australian business that designs, deploys, and maintains bespoke AI agent systems for small and medium enterprises. By accessing our website at https://agentcrew.com.auor engaging our services, you ("Client", "you", "your") agree to be bound by these Terms of Service ("Terms").

If you do not agree to these Terms, you must not use our website or services. These Terms should be read alongside our Privacy Policyand any applicable service agreement or statement of work ("SOW") entered into between you and Agent Crew. In the event of any inconsistency between these Terms and a SOW, the SOW shall prevail to the extent of the inconsistency.

2. Our Services

Agent Crew provides the following services (collectively, "Services"):

• AI Agent Design: Consulting, scoping, and designing custom AI agent workflows tailored to your business processes.
• AI Agent Deployment: Building, integrating, and deploying AI agent systems within your existing or new technology infrastructure.
• Ongoing Management and Support: Monitoring, maintaining, and iterating on deployed AI agents as agreed in your SOW.

The specific scope, deliverables, timelines, and fees for each engagement are set out in the applicable SOW.

3. AI-Specific Provisions

3.1 Nature of AI Outputs

AI agents are probabilistic systems. Their outputs are generated based on statistical patterns and may not always be accurate, complete, or appropriate for your specific circumstances. You acknowledge and agree that:

• AI outputs must be reviewed and validated by a qualified human before being acted upon, particularly in regulated, high-stakes, or client-facing contexts.
• Agent Crew does not warrant that any AI agent will produce error-free, uninterrupted, or legally compliant outputs.
• AI agents may occasionally produce outputs that are inaccurate, incomplete, biased, or unexpected, including so-called "hallucinations" where the system generates plausible but factually incorrect information.

3.2 Automated Decision-Making

Where an AI agent is configured to make or influence automated decisions, you remain solely responsible for the consequences of those decisions. Agent Crew strongly recommends that human oversight is maintained for any automated decisions that may have material legal, financial, reputational, or personal consequences.

3.3 Third-Party AI Providers

Our Services may integrate with large language models and AI infrastructure provided by third parties, including but not limited to OpenAI, Anthropic, and Google. Your use of our Services is also subject to the applicable terms of those third-party providers, and Agent Crew accepts no liability for any changes to or discontinuation of those third-party services.

4. Acceptable Use

You agree not to use our Services, or instruct AI agents deployed by Agent Crew, in any manner that:

• Violates any applicable law or regulation, including Australian Consumer Law, anti-spam legislation, or privacy laws.
• Involves deceptive, misleading, or fraudulent automation, including impersonating a human to third parties without appropriate disclosure.
• Constitutes unsolicited commercial communications (spam) or mass-contact campaigns without valid consent from recipients.
• Processes personal data in a manner inconsistent with your own privacy obligations as a data controller or APP entity.
• Involves the automation of decisions in high-risk regulated contexts (such as medical diagnosis, legal advice, or financial advice) without appropriate professional oversight and regulatory compliance.
• Infringes upon the intellectual property rights of any third party.
• Introduces malicious code, security vulnerabilities, or seeks unauthorised access to any system or network.

Agent Crew reserves the right to suspend or terminate Services immediately and without notice if we reasonably believe that a breach of this clause has occurred or is likely to occur.

5. Intellectual Property

5.1 Agent Crew IP

All underlying frameworks, methodologies, tools, templates, and proprietary systems developed by Agent Crew remain the exclusive intellectual property of Agent Crew, regardless of whether they are used in delivering your Services. Nothing in these Terms or any SOW transfers ownership of Agent Crew's underlying intellectual property to you.

5.2 Deliverables and Client Configuration

Subject to full payment of all fees due, Agent Crew assigns to you all rights in the specific workflow configurations, agent logic, and bespoke code created exclusively for you as deliverables under a SOW, to the extent that such deliverables do not incorporate Agent Crew's underlying proprietary IP.

5.3 Your Data and Content

You retain full ownership of all data, content, and materials you provide to Agent Crew or that are processed by your AI agents ("Client Data"). You grant Agent Crew a limited, non-exclusive licence to use Client Data solely for the purpose of delivering the Services.

6. Client Data and Confidentiality

6.1 No Training on Client Data

Agent Crew will not use your Client Data to train, fine-tune, or improve any shared AI models or services. Your data is used exclusively to operate and improve the specific AI agents deployed for your business.

6.2 Confidentiality Obligations

Each party agrees to keep confidential all proprietary or non-public information of the other party received in connection with these Terms or any SOW ("Confidential Information"), and not to disclose it to any third party without the disclosing party's prior written consent, except as required by law or court order.

6.3 Data Security

Agent Crew implements commercially reasonable technical and organisational measures to protect Client Data. However, no method of transmission over the internet or electronic storage is entirely secure, and Agent Crew cannot guarantee absolute security.

7. Fees and Payment

Fees for Services are set out in the applicable SOW or proposal. Unless otherwise stated:

• Invoices are payable within 14 days of the invoice date.
• All fees are quoted in Australian Dollars (AUD) and are exclusive of GST, which will be added where applicable.
• Agent Crew reserves the right to suspend delivery of Services where invoices remain unpaid beyond 30 days, without prejudice to any other remedy available to us.
• Fees paid for completed milestones or delivered work are non-refundable unless otherwise agreed in writing.

8. Limitation of Liability

To the maximum extent permitted by applicable law, including the Australian Consumer Law:

• Agent Crew's total aggregate liability to you for all claims arising under or in connection with these Terms or any SOW shall not exceed the total fees paid by you to Agent Crew in the 12 months preceding the event giving rise to the claim.
• Agent Crew excludes all liability for indirect, consequential, special, or incidental loss or damage, including but not limited to loss of profit, loss of revenue, loss of data, or business interruption, howsoever arising.
• Agent Crew accepts no liability for any loss or damage arising from your reliance on AI agent outputs without appropriate human review and validation.

Nothing in these Terms excludes, restricts, or modifies any rights or guarantees you may have under the Australian Consumer Law that cannot lawfully be excluded or limited.

9. Indemnification

You agree to indemnify, defend, and hold harmless Agent Crew and its officers, employees, contractors, and agents from and against any claims, damages, costs, and expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your misuse of the Services or AI agents deployed for you; or (c) any infringement of a third party's rights caused by your instructions to Agent Crew or your use of the Services.

10. Termination

Either party may terminate a SOW or these Terms by providing written notice as specified in the relevant SOW. On termination:

• You shall pay all fees for work completed or in progress up to the date of termination.
• Agent Crew will provide you with a reasonable opportunity to export your Client Data prior to deletion.
• Agent Crew will securely delete or return Client Data within 30 days of termination, unless we are required by law to retain it for a longer period.

11. Governing Law

These Terms are governed by the laws of Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia for the resolution of any dispute arising under or in connection with these Terms.

12. Amendments

Agent Crew may update these Terms from time to time. We will notify you of any material changes by posting the updated Terms on our website and, where practicable, by email. Your continued use of our Services after the effective date of any update constitutes your acceptance of the revised Terms. We recommend that you review these Terms periodically.

13. General

• Entire Agreement: These Terms, together with any SOW, constitute the entire agreement between the parties with respect to the Services and supersede all prior representations, negotiations, and agreements.
• Severability: If any provision of these Terms is found to be unlawful, void, or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver:A failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party's rights to enforce the same or any other provision in the future.
• Assignment:You may not assign any rights or obligations under these Terms without Agent Crew's prior written consent. Agent Crew may assign its rights and obligations to a successor entity in the event of a business transfer or restructure.

Questions?

For any questions regarding our terms, please contact us at hello@agentcrew.com.au