Terms & Conditions

1. Acceptance of Terms

By accessing or using the services provided by D3PLOY.ORG ("we", "us", "our"), you agree to be bound by these Terms & Conditions ("Terms"). If you do not agree to these Terms, you must not use our services.

These Terms constitute a legally binding agreement between you and D3PLOY.ORG, a trading name of [Entity Name] (ABN [placeholder]), registered in Western Australia, Australia. By engaging our services, you confirm that you have the authority to enter into this agreement on behalf of your organisation.

2. Services Description

D3PLOY.ORG provides managed AI workforce services, including but not limited to: deployment of AI agents, agent configuration and integration, ongoing agent management, performance monitoring, reporting, and AI strategy consulting ("Services").

The specific scope, deliverables, timelines, and fees applicable to your engagement will be set out in a separate Service Agreement, Statement of Work, or Proposal document ("Service Agreement") which, once executed by both parties, forms part of these Terms.

We reserve the right to modify, enhance, or discontinue features of our platform at any time. Where changes materially affect your service, we will provide reasonable notice.

3. Account Responsibilities

You are responsible for:

• Maintaining the confidentiality of any credentials, access tokens, or login details associated with your engagement;
• Ensuring that all information provided to us in connection with your service setup is accurate, current, and complete;
• Promptly notifying us of any unauthorised access, security breach, or suspected misuse of your service environment;
• Ensuring that your use of our services complies with all applicable laws and regulations; and
• Obtaining all necessary consents from individuals whose data is processed through your agent workflows.

4. Intellectual Property

4.1 Client Data

All data, content, and materials you provide to us in connection with the Services ("Client Data") remain your property at all times. We do not claim any ownership over Client Data. You grant us a limited, non-exclusive licence to access and process Client Data solely for the purpose of delivering the Services to you.

4.2 Platform & Agent IP

All intellectual property rights in our platform, methodologies, frameworks, agent architectures, configurations, and underlying technology ("D3PLOY.ORG IP") remain exclusively owned by D3PLOY.ORG. No rights in D3PLOY.ORG IP are transferred to you by virtue of these Terms or any Service Agreement, except for the limited right to use the Services for the duration of your engagement.

4.3 Output Ownership

Subject to full payment of all applicable fees, outputs generated by your agents in the course of performing your designated workflows ("Agent Outputs") are owned by you, except to the extent those outputs incorporate D3PLOY.ORG IP.

5. Fees & Payment

Fees for the Services are set out in your Service Agreement. Unless otherwise stated:

• Monthly retainer fees are invoiced monthly in advance and are due within 14 days of the invoice date;
• Setup and onboarding fees (where applicable) are invoiced upon execution of the Service Agreement;
• Late payments accrue interest at 2% per month from the due date;
• We reserve the right to suspend services where payment is more than 30 days overdue, without prejudice to any other rights we may have;
• All fees are quoted in Australian Dollars (AUD) and are exclusive of GST unless stated otherwise.

6. Service Levels

We endeavour to maintain high availability of our platform and agent operations. Specific service level commitments (where applicable) will be set out in your Service Agreement. In the absence of such commitments, we do not guarantee uninterrupted access to the Services.

Scheduled maintenance windows will be communicated in advance where practical. We are not liable for service interruptions caused by factors outside our reasonable control, including third- party platform outages, force majeure events, or your failure to provide required access or information.

7. Data Handling & Confidentiality

We treat all Client Data and business information shared with us as strictly confidential. We will not disclose your confidential information to third parties except where required by law, or where necessary to deliver the Services (e.g. use of approved sub-processors).

Our handling of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using our Services, you agree to our Privacy Policy.

8. Limitation of Liability

To the maximum extent permitted by applicable law, D3PLOY.ORG shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, or loss of business opportunity, arising from or related to your use of the Services.

Our total aggregate liability to you in respect of any claim arising out of or in connection with these Terms or the Services shall not exceed the total fees paid by you to us in the three months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.

9. Indemnification

You agree to indemnify, defend, and hold harmless D3PLOY.ORG and its officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Services in breach of these Terms; (b) your violation of any applicable law or regulation; or (c) your infringement of any third-party rights.

10. Termination

Either party may terminate the engagement by providing written notice in accordance with the notice period specified in your Service Agreement (or 30 days' written notice in the absence of a specified period).

We may terminate your access to the Services immediately and without notice if you materially breach these Terms and fail to remedy such breach within 10 business days of receiving written notice, or if you become insolvent or subject to external administration.

On termination, we will make your Client Data available for export for a period of 30 days, after which it will be securely deleted in accordance with our data retention policies.

11. Force Majeure

Neither party shall be liable for any delay or failure in performing its obligations under these Terms if such delay or failure is caused by circumstances beyond its reasonable control, including acts of God, government action, war, civil unrest, epidemic, pandemic, labour disputes, or failures of third-party infrastructure.

12. Dispute Resolution

In the event of a dispute arising out of or in connection with these Terms, the parties agree to first attempt resolution through good faith negotiation. If the dispute cannot be resolved within 30 days, either party may refer the matter to mediation before commencing court proceedings.

These Terms are governed by and construed in accordance with the laws of Western Australia, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Western Australia.

13. Amendments

We may amend these Terms from time to time. Where amendments are material, we will provide at least 30 days' written notice. Your continued use of the Services following the effective date of any amendment constitutes your acceptance of the updated Terms.

14. Severability

If any provision of these Terms is found to be invalid, unenforceable, or illegal, that provision shall be severed, and the remaining provisions shall continue in full force and effect.

15. Entire Agreement

These Terms, together with any applicable Service Agreement and our Privacy Policy, constitute the entire agreement between you and D3PLOY.ORG with respect to the Services, and supersede all prior discussions, representations, and agreements.

16. Contact

For questions about these Terms, please contact us at: hello@d3ploy.org