Legal

Terms of Service

The terms and conditions governing the provision of services by SOTAStack Pty Ltd.

Effective Date: 15 February 2026
Entity: SOTAStack Pty Ltd (ABN 89 693 630 349)
Address: Suite 305, 139 Cardigan St, Carlton VIC 3053
Email: info@sotastack.com.au
Phone: (03) 9068 9558

1. Definitions

  • "Company", "we", "us" means SOTAStack Pty Ltd (ABN 89 693 630 349).
  • "Client", "you" means the entity or individual engaging our services.
  • "Services" means the AI consulting, development, and managed services described in any Statement of Work (SOW) or proposal.
  • "Deliverables" means all outputs, models, reports, code, and documentation produced under a SOW.
  • "Confidential Information" means any non-public information disclosed by either party.
  • "Agreement" means these Terms together with any applicable SOW or proposal.

2. Acceptance of Terms

By engaging our services, signing a SOW, or using our website, you agree to be bound by these Terms of Service. If you do not agree, do not use our services. We may update these Terms from time to time; continued use constitutes acceptance of changes.

3. Service Provision

We will perform the Services as described in the applicable SOW with reasonable care and skill. The scope, timeline, and deliverables will be defined in each SOW. Any changes to scope must be agreed in writing by both parties. We reserve the right to engage subcontractors, provided they are bound by equivalent confidentiality obligations.

4. Client Responsibilities

The Client agrees to:

  • Provide timely access to data, systems, and personnel as reasonably required
  • Ensure all data provided complies with applicable laws, including the Privacy Act 1988
  • Designate a project contact with authority to make decisions
  • Review and provide feedback on Deliverables within agreed timeframes
  • Obtain necessary consents for data used in AI model training or deployment

5. Fees and Payment

  • All fees are quoted in Australian Dollars (AUD) and are exclusive of GST
  • GST will be added to all invoices in accordance with the A New Tax System (Goods and Services Tax) Act 1999
  • Invoices are payable within 14 days of the invoice date
  • Late payments incur interest at the rate of 2% per month on the outstanding amount
  • We reserve the right to suspend Services if invoices remain unpaid beyond 30 days
  • Expenses incurred with prior Client approval will be invoiced at cost

6. Intellectual Property

Pre-existing IP: Each party retains ownership of its pre-existing intellectual property. SOTAStack retains ownership of its proprietary tools, frameworks, methodologies, and libraries.

Project IP: Upon full payment, the Client receives ownership of bespoke Deliverables created specifically for the Client under a SOW, excluding SOTAStack's pre-existing IP and general-purpose components.

Licence: SOTAStack grants the Client a perpetual, non-exclusive licence to use any SOTAStack pre-existing IP embedded in the Deliverables, solely for the Client's internal business purposes.

7. Confidentiality

Both parties agree to keep Confidential Information strictly confidential and not disclose it to third parties without prior written consent. This obligation survives termination for a period of 3 years. Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party.

8. Data Protection

We handle all personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Our Privacy Policy sets out how we collect, use, and protect personal information. Where we process data on your behalf, we will do so only in accordance with your lawful instructions.

9. Warranties and Disclaimers

We warrant that Services will be performed with reasonable care and skill by appropriately qualified personnel. To the maximum extent permitted by law:

  • AI model outputs are probabilistic in nature and we do not guarantee specific accuracy, outcomes, or results
  • Services are provided "as is" and we disclaim all implied warranties except those that cannot be excluded under the Australian Consumer Law
  • We do not warrant uninterrupted or error-free operation of any deployed systems

10. Limitation of Liability

To the maximum extent permitted by law, our total aggregate liability under this Agreement shall not exceed the total fees paid by the Client in the 12 months preceding the claim. Neither party shall be liable for indirect, consequential, incidental, or punitive damages, including loss of profits, data, or business opportunity. Nothing in these Terms limits liability for fraud, wilful misconduct, or death or personal injury caused by negligence.

11. Indemnification

The Client agrees to indemnify and hold SOTAStack harmless from any claims, losses, or damages arising from: (a) the Client's use of Deliverables in a manner not contemplated by the Agreement; (b) data provided by the Client that infringes third-party rights; or (c) the Client's breach of these Terms.

12. Termination

  • Either party may terminate the Agreement by providing 30 days' written notice
  • Either party may terminate immediately if the other party materially breaches the Agreement and fails to remedy within 14 days of written notice
  • Upon termination, the Client shall pay for all Services performed and expenses incurred up to the termination date
  • Sections on IP, Confidentiality, Limitation of Liability, and Indemnification survive termination

13. Dispute Resolution

In the event of a dispute, the parties agree to the following escalation process:

  1. Negotiation: The parties will first attempt to resolve the dispute through good-faith negotiation within 14 days
  2. Mediation: If negotiation fails, the dispute will be referred to mediation administered by the Resolution Institute under its mediation rules
  3. Litigation: If mediation fails, either party may commence proceedings in the courts of Victoria, Australia

14. General Provisions

  • Governing Law: This Agreement is governed by the laws of the State of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria.
  • Force Majeure: Neither party is liable for delays caused by events beyond reasonable control.
  • Entire Agreement: These Terms and any SOW constitute the entire agreement between the parties.
  • Severability: If any provision is held invalid, the remaining provisions continue in full force.
  • Assignment: Neither party may assign this Agreement without prior written consent.
  • Waiver: Failure to enforce any term does not constitute a waiver.
  • Notices: All notices must be in writing and sent to the addresses specified in the SOW or to the contact details above.