Business Terms and Conditions

Version: 1.0

Business: Operations Intelligence, a trading name of WorkflowU PTY LTD ABN 53 652 175 570

Website: operationsintelligence.com.au

Introduction
Definitions
Agreement Details
Services and Pricing
Scope and Responsibilities
Cancellation
Liabilities and Indemnities
Dispute Resolution
Law and Regulatory Compliance
Electronic Signature Acceptance
Acknowledgement and Agreement

1. Introduction

Operations Intelligence ("OI", "we", "us", "our") is an AI business performance consultancy based in Victoria, Australia. We help business owners find where time and revenue are leaking, fix the underlying process, and automate it using AI agents, workflows and integrated software systems.

These Terms and Conditions govern every engagement between OI and a Client, including strategy sessions, diagnostics, consulting, AI system builds, implementation, training and ongoing support. They apply to any Proposal, quote, invoice or online checkout issued by OI, and to any use of our website, free tools and lead magnets (including the AI Business Finder).

By accepting a Proposal, signing electronically, paying an invoice or deposit, or instructing us to start work, the Client agrees to be bound by these Terms. If a Proposal conflicts with these Terms, the Proposal prevails to the extent of the conflict.

2. Definitions

In these Terms, unless the context requires otherwise:

Agreement means these Terms together with the accepted Proposal and any approved Variation.
AI Output means any content, response, recommendation, message, report, classification or action generated by an AI model, agent or automation as part of the Services.
Business or OI means WorkflowU PTY LTD ABN 53 652 175 570 trading as Operations Intelligence, and its employees, contractors and authorised consultants.
Business Day means a day other than a Saturday, Sunday or public holiday in Melbourne, Victoria.
Client means the person or entity that accepts a Proposal or otherwise engages OI, including its personnel who use the Deliverables.
Client Data means all data, records, files, contacts, credentials and information the Client provides or gives OI access to, including personal information held in the Client's systems.
Client Systems means the software, accounts and platforms owned or controlled by the Client (for example a CRM, property management system, email, phone or accounting platform).
Commencement Date means the date the Agreement is formed under clause 3.1, or any later start date stated in the Proposal.
Deliverables means the systems, automations, AI agents, configurations, workflows, dashboards, documentation, reports and other outputs OI provides under the Agreement.
Discovery means the diagnostic phase of an engagement in which OI reviews the Client's operations, sets measurable targets and maps the build (the "Find It" stage).
Engagement Period means the fixed delivery period stated in the Proposal (for example 90 days).
Fees means all amounts payable to OI under the Agreement, including setup fees, project fees, Ongoing Support fees and approved Variations.
Ongoing Support means any monthly managed service, maintenance, optimisation or advisory retainer that continues after the Engagement Period.
Package means a defined service tier offered by OI (for example AI Assistant, Growth System or In-House AI), as described in the Proposal.
Pre-existing IP means any intellectual property owned or licensed by a party before the Commencement Date or developed independently of the Agreement, including OI's templates, prompts, frameworks, methods, code libraries and the Strategy Session tool.
Products means any software licences, templates or digital tools OI supplies or resells as part of a Package.
Proposal means the written proposal, quote or order form issued by OI describing the Package, scope, Fees, payment schedule and any targets or guarantees.
Services means the consulting, diagnostic, build, implementation, training and support services described in the Proposal.
Third-Party Platform means any software, AI model, API or service not owned by OI that the Deliverables rely on (for example GoHighLevel, OpenAI, Anthropic, Telegram, Twilio, Google, Microsoft or Amazon Web Services).
Variation means any change to the agreed scope, timeline or Deliverables approved under clause 5.5.

3. Agreement Details

3.1 Formation. The Agreement is formed on the earliest of: (a) the Client signing or accepting the Proposal electronically; (b) the Client paying the deposit or first invoice; (c) the Client completing an online checkout for a Package; or (d) the Client instructing OI in writing to start work. Electronic acceptance is governed by clause 10.

3.2 Commencement. Work starts on the Commencement Date. Delivery timeframes run from the later of the Commencement Date and the date OI receives the access and information required under clause 5.3.

3.3 Free strategy sessions and tools. A Free Strategy Session, AI Business Finder result or other free diagnostic does not create an Agreement and carries no obligation on either party. Any figures produced (such as estimated hours or revenue recoverable) are indicative only and are not a promise of results.

3.4 Duration. Project-based Packages run for the Engagement Period stated in the Proposal and end when the Deliverables are handed over, unless ended earlier under clause 6. Clauses that by their nature survive (including Fees owed, intellectual property, confidentiality, privacy, liability and dispute resolution) continue after the Agreement ends.

3.5 Ongoing Support and renewal. If the Proposal includes Ongoing Support, it starts at the end of the Engagement Period and renews automatically month to month on the same terms until either party cancels under clause 6.4. Annual prepaid Ongoing Support renews for a further 12 months only if the Client confirms in writing; otherwise it moves to month-to-month at the then-current monthly rate. OI will remind the Client in writing at least 30 days before an annual term ends.

3.6 Proposal validity. Unless stated otherwise, a Proposal is valid for 14 days from the date issued. OI may withdraw a Proposal at any time before it is accepted.

4. Services and Pricing

4.1 What we offer. OI provides AI business performance consulting and done-for-you AI systems for established service businesses, delivered through defined Packages. Current Packages are:

AI Assistant (Starter): an AI assistant connected to the Client's nominated channel (for example Telegram), hosted on a web server, with one month of support.
Growth System (Pro): a 90-day engagement covering Discovery, build and deployment of a full operational AI system across lead capture, response times, bookings and related workflows.
In-House AI (Expert): everything in the Growth System, plus training and handover so the Client's own team can engineer, maintain and extend the system.
Ongoing Support: optional monthly management, maintenance, optimisation and advisory support after delivery.

The exact inclusions for each engagement are those listed in the Proposal. OI may update its Package line-up at any time, but changes never affect a Proposal already accepted.

4.2 How pricing is set. Fees are fixed per Package or quoted after Discovery, and are set out in the Proposal. Our published Package descriptions and any website pricing are a guide only; the Proposal is the price the Client pays.

4.3 GST. All Fees are in Australian dollars and include GST unless stated otherwise. Any price OI displays or quotes shows the total amount payable, including GST, and each tax invoice shows the GST component separately.

4.4 Deposits and payment terms. Unless the Proposal states otherwise:

AI Assistant Fees are payable in full on acceptance.
Growth System and In-House AI Fees are payable as a 50% deposit on acceptance, with the balance on the milestones in the Proposal (and in any case no later than the end of the Engagement Period).
Ongoing Support is payable monthly in advance, or annually in advance where the Client chooses the annual prepay option.
Invoices are due within 7 days of issue.

OI does not start work until the deposit or first payment has cleared.

4.5 Payment methods. The Client may pay by credit or debit card (processed through our payment provider, currently Stripe) or by bank transfer to the account on the invoice. Card payments may attract a surcharge that does not exceed our cost of acceptance. For recurring Fees, the Client authorises OI to charge the nominated card on each due date.

4.6 Upgrade credit. If a Client on the AI Assistant Package upgrades to the Growth System within 60 days of its AI Assistant Commencement Date, the AI Assistant fee (excluding GST) is credited in full against the Growth System fee. The credit cannot be redeemed for cash or transferred.

4.7 Third-party costs. Unless the Proposal says OI will cover them, the Client is responsible for Third-Party Platform costs, including software subscriptions, AI model usage (tokens), phone numbers, SMS and call charges, hosting and domain fees. Where OI pays these on the Client's behalf, OI may recharge them at cost.

4.8 30-Day Guarantee (Growth System only). Where the Proposal for a Growth System includes the OI 30-Day Guarantee: (a) OI and the Client will agree measurable targets on day 1 of Discovery (for example lead capture, response times and bookings); (b) if OI does not identify at least $60,000 in recoverable revenue within the first 30 days, the Client's first month of Ongoing Support is provided free of charge; and (c) OI will cover the Client's software costs for the first 90 days, up to $1,500 (excluding GST). The guarantee depends on the Client meeting its obligations under clause 5.3 on time. It does not apply to the AI Assistant or In-House AI Packages unless the Proposal says so, has no cash value, and is in addition to the Client's rights under the Australian Consumer Law.

4.9 Price changes. OI may change its Package prices at any time, but a change never affects a Proposal that has already been accepted. OI may increase Ongoing Support Fees by giving at least 30 days' written notice; the Client may cancel before the increase takes effect without any cancellation fee.

4.10 Late payment. If an invoice is unpaid 7 days after its due date, OI will send a written reminder. If it remains unpaid 14 days after the due date, OI may: (a) charge interest on the overdue amount at the rate fixed under the Penalty Interest Rates Act 1983 (Vic), calculated daily; (b) pause work and suspend access to hosted Deliverables and Ongoing Support until payment is received, with timeframes extended accordingly; and (c) recover reasonable debt collection costs. OI will give at least 5 Business Days' written notice before suspending any live system.

4.11 Disputed invoices. If the Client disputes an invoice in good faith, it must tell OI in writing within 7 days, pay the undisputed portion, and follow clause 8. OI will not charge interest on an amount genuinely in dispute while clause 8 is being followed.

5. Scope and Responsibilities

5.1 What OI will deliver. OI will provide the Services and Deliverables described in the Proposal with due care and skill, using appropriately experienced people, and within the timeframes stated (subject to clause 3.2). Final approval of any AI system's go-live rests with the Client, and OI builds with a human review step wherever an automated action affects customers, money or legal obligations.

5.2 What is excluded. Unless listed in the Proposal, the Services do not include:

fixing faults in, or replacing, the Client's existing software, hardware, website or IT network;
data cleansing or migration beyond what is needed for the Deliverables;
paid advertising spend, ad management, content production or social media management;
legal, accounting, tax, financial, real estate or compliance advice (OI may flag issues, but the Client must get its own professional advice);
support outside Business Hours (9am to 5pm Melbourne time on Business Days);
changes needed because a Third-Party Platform alters its features, pricing, API or terms after delivery; and
any work after the Engagement Period that is not covered by Ongoing Support.

5.3 Client obligations. The Client must:

give OI timely access to the Client Systems, accounts and people reasonably needed, within the first 14 days of the Commencement Date for Growth System and In-House AI engagements;
provide accurate and complete information and tell OI promptly if anything changes;
nominate one decision-maker who can approve work, and respond to requests for approval or feedback within 3 Business Days;
attend scheduled Discovery, onboarding, review and KPI sessions, or give at least 24 hours' notice to reschedule;
hold the right to share Client Data with OI and to use it in the way the Deliverables intend, including any consents needed from its customers and staff;
keep its own passwords secure and remove OI's access when the Agreement ends;
review AI Outputs and automated communications before relying on them for important decisions, and keep a human in charge of final decisions about customers, pricing, legal matters and money; and
pay all Fees on time.

If the Client does not meet these obligations, OI is not responsible for the resulting delay, any targets or guarantee affected, or extra cost, and may treat additional work as a Variation.

5.4 What counts as a Variation. A Variation is any request that adds to or changes the agreed scope, including new workflows, agents or integrations, additional users or locations, connecting extra Client Systems, rework of something already approved, or a change to the timeline at the Client's request.

5.5 How Variations are approved and priced. Either party may request a Variation in writing (email is fine). OI will reply with the effect on Fees, timeframe and Deliverables, priced at the rate in the Proposal or, if none, at OI's then-current hourly rate. No Variation proceeds until the Client approves it in writing. Approved Variations form part of the Agreement and are invoiced as stated in the approval.

5.6 Intellectual property.

Each party keeps its Pre-existing IP.
On full payment of the Fees for a Growth System or In-House AI engagement, ownership of the Client-specific Deliverables (the configured system, workflows, agent instructions and documentation built for the Client) passes to the Client. OI grants the Client a perpetual, non-exclusive, royalty-free licence to use any OI Pre-existing IP embedded in those Deliverables for the Client's own business.
For the AI Assistant Package and any Deliverable hosted in OI's own accounts (for example an OI agency sub-account), the Client receives a non-exclusive licence to use the Deliverables while its Fees are paid. Ownership stays with OI unless the Proposal says otherwise.
The Client must not resell, sublicense or reproduce OI's frameworks, templates, prompts or tools for third parties.
OI may reuse general know-how, techniques and non-identifying learnings from the engagement.

5.7 Case studies. The Client agrees that OI may describe the engagement and publish its results in case studies, on its website and in its marketing, provided the Client is not named or otherwise identifiable. This includes the industry, location by state, business size, the problem solved, the systems built and the results achieved (for example hours saved, response times, bookings and revenue recovered). OI will not publish the Client's name, logo, staff names, customer details, personal information or confidential information without the Client's prior written approval. If the Client agrees to be named or to provide a testimonial, OI will get the Client's sign-off on the content before it is published.

5.8 Confidentiality. Each party must keep the other's confidential information confidential and use it only for the Agreement, except where disclosure is required by law or the information is already public through no fault of the receiving party.

6. Cancellation

6.1 Client cancellation of a project. The Client may cancel a project Package by giving OI 14 days' written notice. On cancellation the Client must pay for: (a) Services performed and Deliverables completed up to the end of the notice period, calculated against the milestones in the Proposal or, if none, at OI's hourly rate; and (b) Third-Party Platform costs OI has committed to on the Client's behalf that cannot be cancelled. Any deposit is applied to these amounts. If the deposit exceeds them, OI refunds the balance within 14 days. If they exceed the deposit, OI invoices the difference.

6.2 Cancellation before work starts. If the Client cancels before Discovery begins, OI refunds the deposit less any administration fee stated in the Proposal. Any such fee reflects OI's genuine cost of scheduling and reserving delivery capacity.

6.3 Rescheduled sessions. A strategy, Discovery, training or KPI session cancelled with less than 24 hours' notice, or missed without notice, counts as delivered unless OI agrees to reschedule.

6.4 Ongoing Support and subscriptions. The Client may cancel monthly Ongoing Support at any time by giving 30 days' written notice; Fees are payable to the end of that notice period and no refund is given for a part month. Annual prepaid Ongoing Support may be cancelled at any time, with a pro-rata refund of whole unused months less any discount received for paying annually. Cancelling Ongoing Support does not cancel Third-Party Platform subscriptions held in the Client's own name.

6.5 OI cancellation. OI may end the Agreement by written notice if the Client: (a) fails to pay an overdue invoice within 14 days of a written reminder; (b) materially breaches the Agreement and does not fix the breach within 14 days of being asked; (c) becomes insolvent; or (d) uses the Deliverables for an unlawful, deceptive or harmful purpose (effective immediately). OI may also end the Agreement for convenience on 30 days' written notice, in which case it refunds all Fees paid for Services not yet performed.

6.6 Work in progress. On any cancellation, OI will within 14 days: (a) hand over completed Deliverables and work in progress that has been paid for, in its current state; (b) give the Client a written handover note listing systems, accounts and credentials; and (c) remove its own access to the Client Systems. Systems hosted in OI's accounts can be migrated to the Client's own accounts at OI's hourly rate, or switched off after 30 days if not migrated.

6.7 Client Data on exit. Within 30 days of the Agreement ending, OI will return any Client Data held in OI-controlled systems in a standard export format (on request) and then securely delete it, unless the law requires OI to keep it.

7. Liabilities and Indemnities

7.1 Australian Consumer Law. Nothing in these Terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or condition, that cannot lawfully be excluded under the Competition and Consumer Act 2010 (Cth), including the consumer guarantees in the Australian Consumer Law. Where the Client is a consumer under the Australian Consumer Law (for example because the Services cost $100,000 or less), and the Services are not of a kind ordinarily acquired for personal, domestic or household use, OI's liability for breach of a consumer guarantee is limited, at OI's option, to supplying the Services again or paying the cost of having them supplied again.

7.2 Results and AI Outputs. OI builds systems designed to save time and recover revenue, and sets targets with the Client in good faith. However, results depend on the Client's market, team, data and follow-through, so OI does not guarantee any specific revenue, saving or outcome other than as stated in clause 4.8. AI models can produce inaccurate, incomplete or unexpected outputs. The Client remains responsible for reviewing AI Outputs and for decisions made on them, as set out in clause 5.3.

7.3 Third-Party Platforms. OI is not liable for outages, errors, data loss, price changes, feature changes or terms changes caused by a Third-Party Platform, or for the loss of a Client account due to the Client's breach of that platform's terms. OI will take reasonable steps to work around such issues and will tell the Client promptly when it becomes aware of them.

7.4 Liability cap. To the extent permitted by law, OI's total liability to the Client for all claims arising from or in connection with the Agreement, whether in contract, tort (including negligence), under statute or otherwise, is limited to the total Fees paid by the Client to OI in the 12 months before the event giving rise to the claim.

7.5 Indirect loss. To the extent permitted by law, neither party is liable to the other for any loss of profit, revenue, opportunity, goodwill or data (except where caused by that party's breach of clauses 5.8 or 9.3), or for any indirect or consequential loss.

7.6 Client indemnity. The Client indemnifies OI against any loss, cost or third-party claim (including reasonable legal costs) to the extent it arises from: (a) the Client's misuse of the Deliverables, including sending messages or making calls in breach of law; (b) Client Data the Client was not entitled to provide or use; (c) the Client's breach of a Third-Party Platform's terms; or (d) content, instructions or approvals the Client gives.

7.7 Mutual indemnity. Each party indemnifies the other against any loss, cost or third-party claim to the extent it is caused by the indemnifying party's fraud, wilful misconduct or gross negligence. The caps and exclusions in clauses 7.4 and 7.5 do not apply to this clause.

7.8 Reducing liability. Each party's liability is reduced to the extent the other party, or a third party, caused or contributed to the loss. Each party must take reasonable steps to mitigate its loss.

8. Dispute Resolution

8.1 Notice. A party with a dispute about the Agreement must give the other party written notice describing the issue and the outcome it wants. Both parties must keep performing their obligations (other than the disputed part) while the dispute is being resolved.

8.2 Good faith negotiation. Within 10 Business Days of the notice, senior representatives of both parties with authority to settle must meet (in person or by video) and try in good faith to resolve the dispute.

8.3 Mediation. If the dispute is not resolved within 20 Business Days of the notice, either party may refer it to mediation. The mediation will be conducted through the Victorian Small Business Commission where the Client is eligible, or otherwise by a mediator agreed by the parties or, failing agreement within 5 Business Days, appointed by the Resolution Institute. The mediator's fees are shared equally.

8.4 Court proceedings. A party may not start court proceedings about a dispute until mediation has been attempted, except to seek urgent injunctive or interlocutory relief, or to recover an undisputed debt. Any proceedings must be brought in the courts of Victoria, Australia, and the parties submit to their non-exclusive jurisdiction.

8.5 Costs. Each party bears its own costs of negotiation, mediation and any proceedings, unless a court or tribunal orders otherwise.

8.6 Governing law. These Terms are governed by the laws of Victoria, Australia, and the Commonwealth laws that apply there, including the Australian Consumer Law.

9. Law and Regulatory Compliance

9.1 Governing law and jurisdiction. The Agreement is governed by the laws of Victoria, Australia, and disputes are resolved under clause 8.

9.2 Australian Consumer Law. OI complies with the Australian Consumer Law, including the consumer guarantees and the unfair contract terms protections for consumers and small businesses. These Terms are intended to be read consistently with those laws.

9.3 Privacy and data security. OI handles personal information in line with the Privacy Act 1988 (Cth) and the Australian Privacy Principles, and its Privacy Policy. For every engagement that involves Client Data, OI will sign a data processing agreement with the Client. OI's standard security model is:

read-only access to Client-approved systems only, unless the Proposal requires write access for a specific workflow;
user permissions that mirror the Client's own source systems;
Client Data is never used to train any AI model;
full activity logging of who asked what and what each agent did;
data encrypted in transit and at rest, hosted on Amazon Web Services in Sydney (or another region the Client nominates in writing);
deletions made in the Client's source systems flow through to OI-managed systems;
the only data that leaves Australia is the content of individual AI model requests, processed under enterprise terms that prohibit training on that data; and
written notice to the Client within 72 hours of OI becoming aware of an actual or suspected data breach affecting Client Data, with OI assisting the Client to meet any notifiable data breach obligations.

9.4 The Client's own compliance. The Client remains responsible for its own legal and regulatory obligations, including when using the Deliverables. In particular, the Client must ensure that:

automated emails and SMS comply with the Spam Act 2003 (Cth), including consent, sender identification and a working unsubscribe;
automated or AI-assisted calls comply with the Do Not Call Register Act 2006 (Cth), the telemarketing industry standard and, where calls are recorded, the Surveillance Devices Act 1999 (Vic) or the equivalent law where the other party is located;
its customers and staff are told how their information is collected and used, including any use of AI, as required by its own privacy obligations; and
it meets the licensing, trust accounting, record-keeping and conduct rules of its industry, for example estate agency, residential tenancy, building, plumbing or electrical regulation in each state where it operates.

OI may flag a compliance concern, but does not give legal advice and is not responsible for the Client's regulatory compliance.

9.5 Responsible AI. OI designs its systems in line with the Australian Government's guidance on safe and responsible AI, including human oversight of significant decisions, transparency with end users and testing before go-live. OI may refuse to build, or may switch off, any workflow it reasonably considers unlawful, deceptive or harmful.

9.6 Severability. If any part of these Terms is void, unenforceable or an unfair contract term, that part is read down to the extent needed to make it valid or, if that is not possible, severed. The rest of the Terms continue in full effect.

9.7 Entire agreement and changes. The Agreement is the entire agreement between the parties about its subject matter. OI may update these Terms from time to time by publishing a new version on its website. Updated Terms apply only to Proposals accepted after the update, or to Ongoing Support from the next billing period after 30 days' written notice, during which the Client may cancel without penalty. The version that applies to a Client is the one published on OI's website when the Client accepted its Proposal.

9.8 Assignment and subcontracting. Neither party may assign the Agreement without the other's written consent, which must not be unreasonably withheld. OI may use qualified subcontractors, but remains responsible for their work and their compliance with these Terms.

10. Electronic Signature Acceptance

10.1 Electronic signatures are binding. The parties agree that the Agreement, any Proposal, Variation or notice may be signed and accepted electronically. An electronic signature has the same legal effect as a handwritten signature, as provided by the Electronic Transactions Act 1999 (Cth) and the equivalent state and territory laws, including the Electronic Transactions (Victoria) Act 2000 and the Electronic Transactions (Queensland) Act 2001.

10.2 Signing record. OI issues Proposals for electronic signature. Each signing records the signer's name, email address, IP address, and the date and time of signing, and this record is accepted by both parties as evidence of acceptance.

10.3 Ways to accept. Any of the following by the Client, or by a person the Client has authorised, is full acceptance of these Terms and the relevant Proposal:

signing the Proposal electronically;
ticking an "I agree" box or clicking "Accept" on a Proposal, checkout or order form;
paying an invoice, deposit or checkout for the Services; or
confirming acceptance by email from the Client's nominated email address.

10.4 Authority. The person accepting on behalf of a business confirms they are authorised to bind that business.

10.5 Electronic communications. The Client consents to receiving the Agreement, invoices and notices electronically at the email address it provides. A notice sent by email is taken to be received at the time it is sent, unless the sender receives an automated message that it was not delivered, or it is sent after 5pm or on a non-Business Day, in which case it is received at 9am on the next Business Day. The Client can request a copy of its signed Agreement at any time.

11. Acknowledgement and Agreement

By accepting a Proposal in any of the ways set out in clause 10, the Client confirms that:

it has read and understood these Terms and Conditions and the Proposal;
it has had the opportunity to ask OI questions and to seek independent legal, financial or other professional advice before accepting;
it is not relying on any statement, estimate or promise that is not set out in the Agreement;
it enters into the Agreement freely, without pressure; and
the person accepting has authority to bind the Client.

Signature and date are captured on each Proposal through OI's electronic signing platform, and the platform's audit record forms part of the Agreement.