NFI Terms of Service

1. Introduction

These Terms of Service ("Terms") govern your use of services provided by Nexus Flow Innovations Pty Ltd ("NFI", "we", "us", or "our"), including AI consulting, development, and automation services.

By engaging our services or accessing our website, you agree to be bound by these Terms. If you do not agree, please do not use our services.

We may update these Terms at any time. Continued use of our services following changes constitutes acceptance of the revised Terms.

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2. Services

NFI provides AI transformation services including:

- AI strategy consulting and roadmap development

- Custom AI solution development and integration

- Web and application development

- AI assistant and chatbot development

- Automation implementation

- Team training and enablement

The specific scope, deliverables, and timeline for each engagement are defined in individual project agreements or statements of work.

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3. Client Responsibilities

To enable successful project delivery, you agree to:

- Provide accurate and complete information necessary for service delivery

- Designate authorised personnel for project communication and decisions

- Provide timely feedback and approvals as required

- Ensure you have the rights to any materials, data, or content you provide

- Comply with all applicable laws in your use of our services

- Not use our services for any unlawful or prohibited purpose

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4. AI Services and Limitations

‍Acknowledgement of AI Limitations

You acknowledge that:

- AI-generated outputs may require human review and validation before use

- AI systems may produce inaccurate, incomplete, or unexpected results

- AI outputs should not be relied upon as the sole basis for critical business, legal, medical, or financial decisions

- The accuracy of AI outputs depends on the quality and completeness of input data

‍Human Oversight

You agree to implement appropriate human oversight and review processes for any AI solutions we develop. NFI is not responsible for decisions made based solely on AI-generated outputs without appropriate human review.

Technology Partners

Our AI solutions may incorporate technologies from third-party providers including OpenAI, Anthropic, Voiceflow, and other AI platforms. Your use of our services is subject to the terms and policies of these technology partners.

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5. Intellectual Property

Client Materials

You retain all intellectual property rights in materials, data, and content you provide to us. You grant us a limited licence to use these materials solely for delivering our services.

Deliverables

Upon full payment, you own the intellectual property rights in custom deliverables created specifically for your project, as defined in your project agreement.

NFI Property

NFI retains all intellectual property rights in:

- Pre-existing tools, frameworks, methodologies, and processes

- General knowledge and experience gained during the engagement

- Reusable components and templates not created specifically for your project

Third-Party Components

Some deliverables may incorporate third-party software, libraries, or AI models subject to their respective licences. We will identify such components and their applicable terms.‍

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6. Confidentiality

Both parties agree to maintain the confidentiality of proprietary and sensitive information disclosed during the engagement.

Confidential information includes:

- Business strategies, plans, and financial information

- Technical specifications and system architecture

- Customer data and personal information

- Proprietary methodologies and processes

Confidentiality obligations do not apply to information that:

- Is publicly available through no fault of the receiving party

- Was known to the receiving party prior to disclosure

- Is independently developed without use of confidential information

- Is required to be disclosed by law

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7. Data Protection

Data Handling

We handle all data in accordance with our Privacy Policy and applicable data protection laws, including the Australian Privacy Act 1988.

Your Obligations

If you provide personal data to us, you represent that you have obtained all necessary consents and that the data has been collected in compliance with applicable laws.

Security

We implement appropriate technical and organisational measures to protect data against unauthorised access, loss, or destruction. However, no system is completely secure, and we cannot guarantee absolute security.

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8. Fees and Payment

Fees for our services are set out in your project agreement or statement of work.

Unless otherwise agreed:

- Invoices are due within 14 days of issue

- All fees are quoted in Australian Dollars (AUD) and exclusive of GST

- Late payments may incur interest at the rate of 2% per month

- We reserve the right to suspend services if payment is overdue by more than 30 days

If project requirements change, we will provide a revised estimate for your approval before proceeding with additional work.

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9. Warranties and Disclaimers

Our Warranties

We warrant that:

- Services will be performed with reasonable skill and care

- We have the right to provide the services described

- Our team possesses the qualifications and experience represented

Disclaimers

Except as expressly stated:

- Services are provided "as is" without warranties of any kind

- We do not warrant that AI outputs will be accurate, complete, or fit for any particular purpose

- We do not warrant that services will be uninterrupted or error-free

- We disclaim all implied warranties including merchantability and fitness for a particular purpose

To the maximum extent permitted by law, we exclude all warranties not expressly set out in these Terms.

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10. Limitation of Liability

Liability Cap

To the maximum extent permitted by law, our total liability arising from these Terms or our services is limited to the fees paid by you in the 12 months preceding the claim.

Exclusions

We are not liable for:

- Indirect, incidental, consequential, special, or punitive damages

- Loss of profits, revenue, data, or business opportunities

- Damages arising from your use of AI outputs without appropriate human review

- Damages resulting from third-party actions or services

- Damages caused by factors outside our reasonable control

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 by law

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11. Indemnification

You agree to indemnify and hold harmless NFI, its officers, employees, and contractors from any claims, damages, losses, or expenses arising from:

- Your breach of these Terms

- Your misuse of our services or deliverables

- Your violation of any third-party rights

- Your use of AI outputs without appropriate review or in violation of applicable laws

- Any content or data you provide that infringes third-party rights

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12. Term and Termination

Term

These Terms apply from your first engagement with NFI and remain in effect until terminated.

Termination for Convenience

Either party may terminate an engagement with 30 days written notice, subject to payment for services rendered.

Termination for Cause

Either party may terminate immediately if the other party materially breaches these Terms and fails to remedy within 14 days of notice, or becomes insolvent.

Effect of Termination

Upon termination:

- You must pay all outstanding fees for services rendered

- Each party must return or destroy the other party's confidential information

- Provisions that by their nature should survive will remain in effect

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13. Dispute Resolution

The parties agree to attempt to resolve any dispute through good faith negotiation before initiating formal proceedings.

If negotiation fails, the parties agree to attempt mediation before proceeding to litigation.

These Terms are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales.

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14. General

Entire Agreement

These Terms, together with any project agreements and statements of work, constitute the entire agreement between the parties.

Severability

If any provision is found unenforceable, the remaining provisions continue in effect.

Assignment

You may not assign your rights under these Terms without our written consent. We may assign our rights to a successor entity.

Force Majeure

Neither party is liable for delays caused by events beyond reasonable control, including natural disasters, war, pandemics, or government actions.

Notices

Notices must be in writing and sent to the addresses in the project agreement or to info@nexusflowinnovations.com.

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15. Contact Us

For questions about these Terms, please contact:

Nexus Flow Innovations Pty Ltd

Email: info@nexusflowinnovations.com

Website: www.nexusflowinnovations.com