Terms and Conditions

Clause 1

Application and Variation of these Terms

These terms are the terms on which Effektiv Solutions Pty Ltd will provide the Services to you. These terms constitute the agreement between you and us ("the Agreement") in its entirety and supersede any prior agreements between you and us in respect of the Services.

We may modify these terms (including pricing published on our website), or give you notice under this Agreement, by notice on our website and/or by email. Such modifications take effect 14 days after notice is provided. Continuing to use our Services after that period means you accept and are bound by any such changes.

A proposal, outcome contract, or milestone schedule accepted by you in writing (including by email) constitutes acceptance of these terms. If a term in a separately agreed written contract conflicts with these terms, the separately agreed contract prevails to the extent of the inconsistency.

Clause 2

Provision of Services

Effektiv will use all reasonable efforts to provide you with the Services as described in the relevant Diagnose, Design, or outcome/milestone proposal. Our Services fall into three categories, delivered under the engagement model set out in Clause 4:

Software Build

New software delivered against an agreed scope and outcome metric, built and quality-checked using the EffektAI platform.

Modernisation

Rebuilding or re-platforming existing systems, including legacy systems where documentation may be incomplete. Ingest and Diagnose phases establish the current state before any commitment to a fixed price or milestone schedule.

Operations & Integration

Connecting systems together and running agentic operations on your behalf, typically delivered under a Retainer engagement (Clause 4).

Clause 3

AI-Assisted Delivery

AI-assisted delivery is central to how Effektiv works, not an add-on to it. You acknowledge and agree that:

• A substantial majority of code delivered under an engagement is authored by AI systems operating under the direction and review of a named senior engineer;
• All AI-authored code and content is subject to the EffektAI quality checks and human review before it is shipped or handed over to you;
• Effektiv does not warrant that AI-generated output is free from error, and you retain the ability to review the audit trail of AI-authored changes, which is handed over to you at exit as described in Clause 6;
• Architecture decisions, security sign-off, anything touching money or a record of truth, and any point requiring human judgement remain the responsibility of a named accountable person at Effektiv, not an automated system; and
• The specific AI models and providers used (for example, models accessed via AWS Bedrock, Anthropic, or Google) may change over time as the technology evolves; we will use models appropriate to the task and your regulatory context.

Clause 4

Engagement Models and Term

Effektiv publishes three engagement models on our website, and the specific model, fees, and any exit gates applicable to your engagement will be set out in your proposal or outcome/milestone contract:

• Outcome-priced — a floor fee plus a variable component that pays only when the EffektAI quality checks confirm we have beaten an agreed benchmark;
• Milestone-gated — a fixed price cap with buyer-controlled exit gates at Design sign-off and again before deploy budget commits, as described in Clause 14; and
• Retainer — an ongoing monthly engagement (minimum three months unless otherwise agreed) covering operations, integration, or EffektAI platform support.

A Retainer term automatically renews on a month-to-month basis after its minimum period unless either party gives at least 30 days' written notice of non-renewal. Outcome-priced and Milestone-gated engagements run for the fixed term set out in the relevant proposal and do not automatically renew.

Clause 5

Payment

Applicable prices are as stated in your accepted proposal or as published on our website. All prices are exclusive of GST unless otherwise stated; GST will be added where applicable and a tax invoice provided. We do not charge a scoping or discovery fee, and the first-week Diagnose and benchmark of a prior project are free of charge as described on our Engage page.

Unless otherwise agreed in writing:

• Milestone-gated and Outcome-priced fees are invoiced against the milestones set out in your proposal;
• Retainer fees are payable monthly in advance;
• Invoices are due within 14 days of the invoice date unless otherwise stated.

In the event of late payment, Effektiv reserves the right to charge interest at 10% per annum calculated daily, suspend or terminate any Services, and/or engage a debt recovery agency. You agree to pay all reasonable costs of debt recovery including legal fees. Any suspension of Services does not relieve you of your obligation to continue making payments under this Agreement.

Where a change of scope is requested after Design sign-off, our 3-day change-of-scope protocol applies: the change is costed and recalibrated forward, and does not affect fees already invoiced for work completed.

Clause 6

Intellectual Property in Deliverables

Subject to full payment of all fees due under an engagement, Effektiv assigns to you the intellectual property rights in the bespoke source code, documentation, and other deliverables created specifically for you as part of that engagement, including the AI-authorship audit trail and the EffektAI quality-check records produced during delivery. This does not include:

• The EffektAI platform itself, or any proprietary tools, models, prompts, or methodologies Effektiv uses to deliver Services, which are addressed separately in Clause 7;
• Any pre-existing or third-party software, frameworks, or libraries incorporated into the deliverable, which remain subject to their own licences; and
• Any content generated through third-party AI tools that may be subject to that provider's own terms.

Until final payment is received in full, all work product remains the intellectual property of Effektiv and you are not licensed to use, reproduce, or distribute it. Copyright in material we produce subsists under the Copyright Act 1968 (Cth) and, through international treaties, under the laws of many other countries.

Clause 7

EffektAI Platform Licence and Support

EffektAI is Effektiv's proprietary platform. It is licensed to you, not sold, and remains our intellectual property at all times, including any improvements we make to it in the course of your engagement.

Where your engagement includes access to EffektAI (including its Continuous Update layer), we grant you a non-exclusive, non-transferable licence to use EffektAI solely to understand, maintain, extend, and operate the systems we have built or rebuilt for you. You must not copy, reproduce, sublicense, reverse engineer, or decompile EffektAI, or use it to service a system other than the one for which it was licensed to you.

Ongoing support and the Continuous Update layer — which keeps your system current as your business, regulations, security threats, and the underlying AI models evolve — are provided under a Retainer engagement and billed as described in Clause 5. Support scope, response times, and inclusions are as set out in your Retainer proposal.

Effektiv reserves the right to add, remove, or vary EffektAI's features. Where a change is material and would affect functionality you rely on, we will endeavour to give at least 30 days' notice. If your Retainer engagement ends, your licence to use EffektAI ends with it, but this does not affect your ownership of the deliverables assigned to you under Clause 6.

Clause 8

Warranties

Certain legislation, including the Australian Consumer Law, may imply consumer guarantees and warranties that cannot be excluded, restricted, or modified ("Statutory Guarantees"). Nothing in these terms is intended to limit or exclude any Statutory Guarantees where doing so would be unlawful.

Subject to the Statutory Guarantees and any warranties specifically given by Effektiv in writing, all conditions, warranties, and other provisions which might otherwise be implied into this Agreement are excluded to the fullest extent permitted by law. You acknowledge that software systems may have defects notwithstanding the EffektAI quality checks, and that it remains your responsibility to review and sign off on deliverables before they are put into production use.

Clause 9

Limitation of Liability

Where the Services are not of a kind ordinarily acquired for personal, domestic, or household use or consumption, the liability of Effektiv to you is limited, at our option, to resupplying the relevant Services or paying the cost of having them resupplied.

To the extent permitted by law, the total aggregate liability of Effektiv to you, whether in contract, tort (including negligence), under statute or otherwise, is limited to the total fees paid by you for the relevant engagement in the 12 months immediately preceding the claim.

Effektiv expressly excludes liability for any indirect, consequential, special, or incidental loss or damage including loss of revenue, profits, anticipated savings, data, or business opportunity, whether or not the possibility of such loss was foreseeable or advised. To the extent permitted by law, you indemnify Effektiv against any loss, claim, cost, or damage arising out of your use of the Services, your systems or data, or your breach of this Agreement.

Clause 10

Acceptable Use

You will ensure that any content, data, or instructions you provide to us, and your use of any system we build or operate on your behalf, is not illegal, deceptive, defamatory, or in breach of any third party's rights or any applicable law, including privacy and anti-spam legislation.

Effektiv may, without notice, immediately suspend the provision of Services if we reasonably believe you are in breach of this clause. You remain liable to pay all fees for work completed up to the point of suspension.

Clause 11

Your Data and Systems

You are responsible for all data, source code, legacy systems, and materials you supply to us for the purpose of Ingest, Diagnose, or ongoing operations. It is your sole responsibility to maintain adequate backups of your production systems and data. Effektiv takes reasonable steps to work from copies of your systems where practicable, and rehearses any switchover on a copy of the live system with an agreed rollback plan, but does not warrant that backups will always be available or complete, and is not liable for any loss of data.

You warrant that you have all necessary rights, licences, and permissions to supply your existing systems, data, and content to Effektiv, and that our use of it in delivering the Services will not infringe any third party's rights.

Clause 12

Third-Party Platforms and AI Providers

In delivering Services, Effektiv may use or integrate third-party infrastructure and AI providers, including but not limited to AWS Bedrock, Anthropic, Google Gemini, Netlify, and Google Analytics. You acknowledge that:

• These platforms have their own terms of service and privacy policies which govern your and our use of them;
• Effektiv is not responsible for changes to, or discontinuation of, any third-party platform or AI model; and
• Certain Services depend on the continued availability of third-party infrastructure and APIs outside our control.

Clause 13

Delivery Timelines and Availability

Effektiv will use reasonable efforts to meet the timelines set out in your proposal. However, timelines depend on your timely provision of access, information, and sign-offs, and may be affected by matters outside our control. Where we operate or support a live system under a Retainer, we will use reasonable efforts to maintain its availability, but cannot guarantee constant and uninterrupted access, and planned maintenance may occasionally affect it; we will endeavour to give reasonable advance notice of planned maintenance.

Clause 14

Exit Gates and Cancellation

Milestone-gated engagements include buyer-controlled exit gates: either party may stop at Design sign-off with no fee for the Design phase, and you alone may stop before the deploy budget commits if the agreed eval pass-rate is not met. Exercising an exit gate does not affect fees already invoiced for work completed up to that point.

You may cancel a Retainer engagement by providing at least 30 days' written notice to info@effektiv.com.au. Outcome-priced and Milestone-gated engagements may be terminated for material breach on 14 days' written notice if the breach is not remedied within that period.

On completion or termination of any engagement, Effektiv will hand over the source code, documentation, and audit trail owned by you under Clause 6, and will provide reasonable assistance to transition supported systems to you or an alternative provider, subject to all outstanding fees having been paid in full.

Clause 15

Publicity

We may ask your permission to reference your engagement, in general or as a named case study, in our marketing materials. We will not publish specific figures, systems, or quotations you have provided as commercially sensitive without your consent, and you may withdraw previously given permission at any time by providing written notice with 30 days' lead time.

Clause 16

Customer Information

You will supply Effektiv with accurate, complete, and up-to-date contact and billing information, and notify us promptly of any changes. Effektiv will not be responsible for missed notifications resulting from inaccurate information or your failure to update your details. Please refer to our Privacy Policy for further information on how we collect and use personal information.

Clause 17

Dispute Resolution

If a dispute arises in connection with these terms or the Services, either party must notify the other in writing, setting out the nature of the dispute. The parties must then attempt to resolve the dispute through good-faith negotiation within 14 days of that notice.

If the dispute cannot be resolved through negotiation, either party may refer the matter to mediation administered by the Resolution Institute or another mutually agreed mediation provider before commencing any legal proceedings (except where urgent injunctive relief is required). If mediation fails, either party may commence proceedings in the courts of Victoria, Australia.

Clause 18

Force Majeure

Effektiv will not be liable for any failure or delay in performing our obligations under this Agreement to the extent that failure or delay arises from a cause reasonably beyond our control, including acts of God, strikes, acts of war, epidemics, governmental action, extended outages of a third-party AI provider or cloud infrastructure, or natural disasters ("Force Majeure"). We will take reasonable steps to inform you of any Force Majeure event and to resume performance as soon as reasonably practicable.

Clause 19

Applicable Law

The laws of Victoria, Australia govern this Agreement. Each party submits to the non-exclusive jurisdiction of the courts of Victoria for the resolution of any dispute.

Last updated: July 2026. By engaging Effektiv Solutions Pty Ltd for Services, you agree to be bound by these terms and conditions.