Automation Services Agreement

Parties

1. SOARR Pty Ltd ACN 696 424 898 trading as NOVON HQ, of 79–81A Regent Street, Redfern NSW 2016 (SOARR, we, us).

2. The business named as the Client in the Order Form (the Client, you).

Background

(A) SOARR operates the NOVON platform and supplies fixed-price automation packages, called Kits, that are installed in a client's own software accounts.

(B) SOARR supplies each Kit as principal. It uses Certified Installers as its subcontractors and remains responsible to the Client for their work.

(C) The Client wishes to acquire one or more Kits, and the monthly Care Plan that follows, on the terms of this Agreement.

Agreed terms

1. Definitions and interpretation

1.1 In this Agreement:

(a) Acceptance Tests means the scripted tests for a Kit, listed in the Kit's acceptance test sheet, each with an expected result.

(b) Acceptance Notice means SOARR's notice through the Platform that a Kit has passed its Acceptance Tests and the Project Architect's quality check, and is ready for Sign-off.

(c) AI Output means any text, audio, classification, summary, draft or other output generated by an artificial intelligence model as part of an Automation.

(d) Automation means a Kit as installed and configured in the Client Accounts, including its Configured Workflows.

(e) Business Day means a day other than a Saturday, Sunday or public holiday in Sydney, New South Wales.

(f) Business Facts means the information the Client gives SOARR about its business for use by an Automation, including prices, services, hours, service areas, policies, staff names, tone rules and escalation contacts.

(g) Care Plan means the monthly monitoring, maintenance and support service described in clause 11 and Schedule 3.

(h) Client Accounts means the software, telephony and data accounts used by an Automation, each as listed in the System Register.

(i) Client Data means all data, content and information (including Personal Information) that the Client, its customers or its staff put into, or that is generated in, the Client Accounts or an Automation, including recordings, transcripts, emails, invoices and AI Output.

(j) Configured Workflows means the workflow files, prompts and settings of an Automation as configured for the Client, including the Client-specific values, Business Facts and settings entered into them.

(k) Data Processing Schedule means document NOVON-LEG-KIT-02, as amended from time to time under its terms.

(l) Defect means a failure of an Automation to produce the expected result of an Acceptance Test, classed as Critical, Major or Minor under clause 9.5.

(m) Draft Mode means the operating mode described in clause 8.1.

(n) Held Payment means the holding by SOARR, through the Platform's payment processor, of the Setup Fee pending Sign-off under clause 4. A Held Payment is not held on trust or in a separate account unless SOARR says otherwise in writing.

(o) Go-Live means the date on which one or more actions listed in the Go-Live Schedule first operate automatically.

(p) Go-Live Schedule means the list in the Order Form of the actions that may operate automatically after Draft Mode, as amended by the Client under clause 8.4.

(q) Kit means a packaged automation offered on the Platform, comprising workflow files, a prompt pack, a setup checklist, Acceptance Tests, a handover sheet, risk notes, a price card and a monitoring hook.

(r) Kit Materials means the Kits and all templates, workflow code, prompt packs, guardrails, checklists, tests, documentation, monitoring tools and know-how that SOARR owns or licenses, whether created before or after the date of this Agreement, but excluding Client Data and Business Facts.

(s) Order Form means an order in the form of Schedule 1, accepted by both parties on the Platform or in writing.

(t) Personal Information has the meaning given in the Privacy Act 1988 (Cth).

(u) Platform means the NOVON application and website operated by SOARR.

(v) Platform Terms means SOARR's Terms of Service, Privacy Policy, Acceptable Use Policy and Fees and Payments terms published on the Platform.

(w) Price Card means the Kit setup fees, plan sizes and monthly prices published on the Platform when the Order Form is accepted.

(x) Project Architect means the SOARR staff member who owns the Client relationship and quality-checks each installation.

(y) Restricted Action means any action listed in clause 8.3.

(z) Setup Fee means the fixed installation fee for a Kit stated in the Order Form.

(aa) Sign-off means the Client's acceptance of a Kit under clause 9.3, or deemed acceptance under clause 9.4.

(bb) Subprocessor means a third party that processes Client Data for the purpose of the Services, as listed in the Data Processing Schedule.

(cc) Services means the installation of Kits, the Care Plan and any related services supplied by SOARR under this Agreement.

(dd) System Register means the table in the Order Form that records, for each system used by an Automation, who holds the account, who is billed and how access is granted.

(ee) Third-Party Services means any software, telephony, AI, payment or other service provided by a person other than SOARR, including those listed in the Data Processing Schedule.

(ff) Warranty Period means the 30 days starting on the date of Sign-off of a Kit.

1.2 Headings are for convenience only. The singular includes the plural. "Including" and similar words do not limit what else is included. A reference to legislation includes any amendment or replacement of it. Amounts are in Australian dollars.

1.3 A reference to something being done "through the Platform" includes a notice or approval given by a feature of the Platform built for that purpose.

2. Structure of this Agreement

2.1 This Agreement consists of these terms, each Order Form and the Data Processing Schedule. Each Order Form forms a separate contract on these terms for the Kits it lists.

2.2 If there is an inconsistency, the following order of priority applies to the extent of the inconsistency: (a) special conditions in an Order Form; (b) the Data Processing Schedule, on any matter concerning Personal Information; (c) these terms; (d) the rest of the Order Form; (e) the Platform Terms.

2.3 The Platform Terms continue to apply to the Client's use of the Platform itself. For the Services, SOARR is the supplier and is a party to the engagement. Clauses 3.3, 8.4 and 15.3 of the Terms of Service (which describe SOARR as an introduction platform that is not a party to the work) do not apply to the Services.

3. Ordering a Kit

3.1 The Client orders a Kit by completing an Order Form on the Platform. An Order Form binds both parties when SOARR confirms it through the Platform after the Client has paid the Setup Fee as a Held Payment.

3.2 The Price Card in force when the Order Form is accepted applies to that Order Form. A change to the Price Card affects only later Order Forms, except as provided in clause 11.5 for the Care Plan Fee.

3.3 Before accepting an Order Form, SOARR's Project Architect will hold a discovery call with the Client to confirm the Client's systems and the Kit's suitability. If a Kit is not suitable for the Client's systems, SOARR will say so and will not accept the Order Form, and any amount paid will be refunded in full.

3.4 Work outside a Kit's standard scope, including connections to systems not listed in the Kit, is a variation. A variation is priced and agreed in writing through the Platform before it is performed. SOARR is not obliged to perform unagreed work.

4. Setup Fee and Held Payment

4.1 The Client must pay the Setup Fee as a Held Payment through the Platform when it places the Order Form.

4.2 SOARR holds the Setup Fee as a Held Payment until Sign-off. On Sign-off the Setup Fee is released to SOARR and is earned by SOARR. SOARR pays its Certified Installer from its own funds.

4.3 The Setup Fee is refunded to the Client in full if:

(a) SOARR does not accept the Order Form under clause 3.3;

(b) the Client cancels the Order Form before installation starts, being the time the Client is first asked to connect a Client Account; or

(c) the Kit has not passed its Acceptance Tests within 20 Business Days after the Client has completed the steps in clause 7.1, extended by any delay the Client causes, and the Client then cancels the Order Form by notice.

4.4 If the Client cancels an Order Form after installation starts, other than under clause 4.3(c) or for SOARR's breach, SOARR may retain from the Setup Fee a reasonable amount for work actually performed, not exceeding 30% of the Setup Fee, and must refund the balance. SOARR must give the Client a short written breakdown of the amount retained.

4.5 If the Client does not complete the steps in clause 7.1 within 30 Business Days after the Order Form is accepted, SOARR may give the Client notice asking it to do so within a further 10 Business Days. If the Client still does not do so, SOARR may cancel the Order Form and clause 4.4 applies as if the Client had cancelled it.

4.6 Where the Setup Fee is in dispute, clause 19 of the Terms of Service (holding of funds pending a dispute) applies, and the funds stay as a Held Payment until the dispute is resolved under clause 26 or the parties agree.

4.7 The Held Payment is a contractual arrangement under which SOARR undertakes not to treat the Setup Fee as its own until Sign-off. The Setup Fee is not held on trust or in a separate account unless SOARR says otherwise in writing.

5. What SOARR does

5.1 SOARR must supply the Services with due care and skill, in accordance with this Agreement, the Kit's documentation and all applicable laws.

5.2 SOARR must:

(a) assign a Project Architect to the Client for each Order Form;

(b) install each Kit using a Certified Installer, or its own staff, in the Client Accounts;

(c) configure each Automation in Draft Mode, with the guardrails in the Kit's prompt pack and risk notes switched on;

(d) have its Project Architect quality-check each installation, including running or reviewing the Acceptance Tests, before issuing an Acceptance Notice;

(e) give the Client the Kit's handover sheet and video, including how to pause each Automation; and

(f) connect each Automation to SOARR's monitoring so that failures are reported to SOARR.

5.3 SOARR must not access a Client Account except as needed to supply the Services, and must handle all access in accordance with the Data Processing Schedule.

6. Certified Installers and subcontracting

6.1 SOARR may use Certified Installers to perform installation and warranty work. A Certified Installer is an independent contractor engaged by SOARR who has been trained and certified by SOARR on the relevant Kit.

6.2 SOARR is responsible for the acts and omissions of its Certified Installers and Subprocessors in supplying the Services as if they were SOARR's own.

6.3 SOARR must ensure each Certified Installer is bound by written obligations of confidentiality, security and privacy no less protective than those in this Agreement and the Data Processing Schedule.

6.4 The Client must deal with Certified Installers only through the Platform and must not engage a Certified Installer introduced by SOARR outside the Platform, as set out in clause 4 of the Terms of Service (and clause 12, for a release).

7. What the Client does

7.1 The Client must, promptly after the Order Form is accepted:

(a) nominate a responsible person with authority to approve drafts, answer questions and sign off, and a back-up;

(b) create, or confirm it holds, each Client Account listed in the System Register in the Client's own name;

(c) grant access by approving sign-in requests (OAuth) or by sharing access into the Client's vault in SOARR's password manager, as the setup checklist directs, and never by sending a password by email, text or chat;

(d) complete the Kit's setup questions and give SOARR accurate and complete Business Facts; and

(e) confirm that it has the right to allow SOARR to access and use each Client Account and the Client Data for the Services.

7.2 The Client is responsible for the accuracy of its Business Facts and must tell SOARR promptly when they change. An Automation will act on the Business Facts it has been given.

7.3 The Client must review and approve or reject drafts during Draft Mode within a reasonable time, and must keep its nominated person reachable during installation.

7.4 The Client must keep the Client Accounts in good standing, pay the Third-Party Services it is billed for directly, and not change an Automation's settings, connections or prompts without telling SOARR first. A change the Client makes is outside the Install Warranty.

7.5 A delay caused by the Client, or by a failure of a Third-Party Service, extends any timeframe in this Agreement by the period of the delay.

8. Draft Mode and Go-Live

8.1 Every Automation starts in Draft Mode. In Draft Mode an Automation may read, sort, summarise and prepare, but every outbound message, booking, invoice or record change it prepares is held for approval by a person, and nothing is sent or saved to a third party by the Automation alone. The AI receptionist in the Never Miss a Job Kit may answer calls in Draft Mode, subject to clause 16.2, but may not make bookings or send messages without approval.

8.2 Draft Mode runs for at least the Draft Mode Period stated in the Order Form (at least 7 days from Sign-off), and continues until the Client approves Go-Live through the Platform. At the end of that period the Project Architect will review the approval record with the Client and recommend which actions in the Go-Live Schedule may operate automatically. An action becomes automatic only when the Client confirms it through the Platform, and never before Sign-off of the Kit.

8.3 The following are Restricted Actions. No Automation may perform them automatically at any time, whatever the Go-Live Schedule says, and each must always be done or approved by a person:

(a) making, authorising, scheduling or approving any payment, refund, credit, transfer or bill payment;

(b) creating or changing any supplier, customer or payee bank account details;

(c) stating, promising or agreeing a price, discount, refund, date, warranty or guarantee that is not in the Business Facts, or varying any quote;

(d) signing, accepting or agreeing to any contract, quote, terms or document on the Client's behalf;

(e) deciding whether to accept, refuse or cancel a customer, job, booking or account, or to impose a fee, stop work or refer a debt to collection;

(f) sending any message to a person who has not had prior contact with the Client, or making any outbound call; and

(g) any other action listed as restricted in the Kit's risk notes.

8.4 The Client may add or remove actions in the Go-Live Schedule at any time through the Platform, except that no Restricted Action may be added. The Client may pause any Automation at any time using the pause control described in the handover sheet, and SOARR must pause an Automation within the response time in Schedule 3 if the Client asks it to.

9. Acceptance testing and Sign-off

9.1 When installation is complete, the Certified Installer runs the Acceptance Tests and the Project Architect checks the results and the configuration. When every Acceptance Test passes, SOARR issues an Acceptance Notice with the test results.

9.2 The Client may run any Acceptance Test itself during the Review Period, being 5 Business Days after the Acceptance Notice. SOARR will help it to do so.

9.3 Within the Review Period the Client must either sign off the Kit through the Platform, or give SOARR notice through the Platform identifying each Defect with enough detail to reproduce it.

9.4 If the Client does neither within the Review Period, SOARR will send a reminder. If the Client still does neither within 2 Business Days after the reminder, the Client is taken to have signed off the Kit.

9.5 Defects are classed as follows, consistently with the Project Delivery Manual (SOARR-DEL-001):

(a) Critical: the Automation does not achieve its core function, or sends, records or discloses something it should not. Must be fixed before Sign-off.

(b) Major: a workaround exists. Must be fixed before Sign-off, or deferred with the Client's written agreement and a dated fix commitment.

(c) Minor: cosmetic or an edge case. May be moved to the Warranty Period by agreement.

9.6 SOARR must fix each notified Critical and Major Defect and issue a new Acceptance Notice, and clauses 9.2 to 9.4 apply again.

9.7 Sign-off confirms that the Kit passed its Acceptance Tests. It does not waive the Install Warranty or any right the Client has under the Australian Consumer Law.

10. Install Warranty

10.1 During the Warranty Period SOARR must fix, at no charge, any Defect in an Automation reported by the Client or detected by SOARR's monitoring.

10.2 The Install Warranty does not cover a failure caused by: (a) a change made by the Client or a third party to an Automation, its prompts or a Client Account; (b) a change, outage, deprecation or price change in a Third-Party Service; (c) inaccurate or out-of-date Business Facts; or (d) use of an Automation in breach of this Agreement. SOARR will still help with these as part of the Care Plan where the Client has one.

10.3 A request for new behaviour, a new connection or a changed Business Fact is not a Defect. It is a variation, or a Care Plan request where Schedule 3 includes it.

10.4 This clause is in addition to the guarantees in clause 20.

11. Care Plan

11.1 The Care Plan for a Kit starts when the Client approves Go-Live for that Kit through the Platform, and continues month to month until cancelled. No Care Plan Fee is charged for Draft Mode.

11.2 The Care Plan Fee for the plan size in the Order Form is payable monthly in advance by the payment method authorised on the Platform. The first month runs from Go-Live.

11.3 The Care Plan includes the services in Schedule 3, including monitoring, fixing failures, updating the Automation when a Third-Party Service changes, applying improvements to the Kit, managing AI spend caps, and a monthly results report.

11.4 The Client may cancel the Care Plan at any time through the Platform. Cancellation takes effect at the end of the current monthly period and no further fee is charged. There is no minimum term and no exit fee. Cancellation of the Care Plan for all Kits starts offboarding under clause 25.

11.5 SOARR may change the Care Plan Fee by giving at least 30 days' notice through the Platform and by email. The Client may cancel the Care Plan before the change takes effect, and no increased fee is charged for any period before the cancellation takes effect.

11.6 Each plan size includes the allowance shown on the Platform. If the Client exceeds its allowance in two consecutive months, SOARR will tell the Client and may move it to the next plan size from the following month, and the Client may instead cancel under clause 11.4.

12. Service levels

12.1 SOARR will monitor each Automation using reasonable efforts and will respond to incidents within the target times in Schedule 3.

12.2 The target times in Schedule 3 are targets, not guarantees. SOARR does not guarantee that any Automation or Third-Party Service will be available at all times or free of error.

12.3 An Automation depends on Third-Party Services that SOARR does not control. SOARR gives no availability commitment for any Third-Party Service. Where a Third-Party Service fails, SOARR's obligation is to detect the failure, tell the Client, pause any affected Automation if needed to prevent harm, and restore the Automation when the Third-Party Service is available.

12.4 If SOARR misses the Priority 1 response target for the Client more than twice in a calendar month, the Client may cancel the Care Plan with immediate effect by notice given within 30 days, and SOARR must refund the Care Plan Fee for that month.

13. Third-Party Services and costs

13.1 Each Client Account is to be held in the Client's name and billed to the Client, except where the System Register records that SOARR holds the account. Where SOARR holds an account for the Client (for example, the AI workspace used by the Client's Automations), SOARR holds it for the purpose of supplying the Services and must transfer it, or help the Client to replace it, at offboarding under clause 25.

13.2 The Client's use of each Third-Party Service is subject to the provider's own terms. The Client must accept, and comply with, those terms for the accounts it holds. SOARR must comply with the provider's terms for accounts SOARR holds, and the Client must not use an Automation in a way that would cause SOARR to breach them, including the acceptable use policy of the AI model provider.

13.3 SOARR is not responsible for the price, performance, security or availability of a Third-Party Service, or for a provider changing or withdrawing a service, except to the extent SOARR caused or contributed to the problem.

13.4 Usage charges for accounts SOARR holds for the Client (such as AI model usage and, where applicable, telephony minutes and numbers) are included in the Care Plan Fee up to the allowance for the Client's plan size. Usage above the allowance is dealt with under clause 11.6, or charged at a usage rate shown in the Price Card where the Price Card shows one (for example, a rate per call minute). SOARR sets a spend cap for each AI workspace it holds and must alert the Client before the cap is reached, at 70% and 90% of the allowance.

13.5 SOARR must not buy a Third-Party Service in the Client's name, or commit the Client to a paid plan, without the Client's prior approval.

14. AI Output

14.1 The Client acknowledges that:

(a) AI Output is produced by software that predicts language. It can be wrong, incomplete, out of date or inappropriate, even with guardrails in place;

(b) Automations act on the Business Facts and instructions they are given, and SOARR is not responsible for AI Output that follows inaccurate Business Facts or instructions from the Client; and

(c) AI Output is not legal, financial, tax, accounting, medical, engineering or other professional advice.

14.2 The Client must not rely on AI Output as the sole basis for a legal, financial, tax, employment, credit, safety or other significant decision, and must have a person review AI Output before acting on it for any of those purposes.

14.3 SOARR must configure each Automation with the guardrails in the Kit's prompt pack, including that an Automation must say it is an AI if asked, must hand over to a person when unsure or when someone is upset, raises a legal threat, mentions safety, injury or an emergency, and must never ask for or repeat card numbers, bank details, passwords or government identifiers.

14.4 The Client may ask SOARR to change an Automation's tone or rules. SOARR will not remove a guardrail required by the Kit's risk notes or by clause 16.

15. Prohibited uses

15.1 The Client must not use, or allow anyone to use, an Automation or a Client Account connected to it:

(a) to make outbound telemarketing calls or cold calls, or to send commercial electronic messages to people who have not consented to receive them;

(b) to collect a debt in a way that involves undue harassment or coercion, or to send more than 3 overdue reminders for any one invoice without a person reviewing the account;

(c) to impersonate a person, to deny that an Automation is an AI when asked, or to mislead anyone about who they are dealing with;

(d) to record a conversation without the disclosure required by clause 16.2;

(e) to make decisions about whether a person is eligible for credit, employment, housing, insurance, a service or a contract, or to profile or score individuals;

(f) to collect or process health information or other sensitive information (as defined in the Privacy Act 1988 (Cth)) except as incidental to an ordinary enquiry, and never to store it outside the Client Accounts;

(g) to deal with children under 16 except as incidental to an enquiry by a parent or guardian;

(h) for any unlawful, deceptive, discriminatory, harassing or defamatory purpose; or

(i) in breach of the terms or acceptable use policy of a Third-Party Service.

15.2 If SOARR reasonably believes that an Automation is being used in breach of clause 15.1, it may pause the Automation under clause 23.

16. Client compliance duties

16.1 The Client is the business that deals with its customers. The Client is responsible for complying with the laws that apply to its own communications, including those in this clause 16, and SOARR is responsible for configuring each Automation so that it can be used compliantly as described in this clause.

16.2 Calls and recordings. Every call answered or made by an Automation must begin with a disclosure, in the words set out in the Data Processing Schedule or words to the same effect approved by SOARR, that the caller is speaking with an AI assistant for the Client, that the call is recorded, and how to reach a person. The Client must not ask SOARR to remove or shorten that disclosure. The Client acknowledges that:

(a) under section 7 of the Surveillance Devices Act 2007 (NSW), recording a private conversation to which a person is a party is an offence unless an exception applies, including that all principal parties consent expressly or impliedly;

(b) interception of a communication passing over a telecommunications system is prohibited by section 7 of the Telecommunications (Interception and Access) Act 1979 (Cth), and "interception" is defined in section 6(1) by reference to recording "without the knowledge of the person making the communication"; and

(c) the laws of other States and Territories differ, and a caller may be located anywhere in Australia.

16.3 Transfers. The Client must ensure that each of its staff who may receive a transferred call knows that calls handled by the Automation are recorded, and must tell SOARR if it wants recording to stop when a call is transferred to a person.

16.4 Messages. The Client must ensure that every commercial electronic message sent from its accounts by an Automation is sent only with the recipient's consent, identifies the Client and includes a functional unsubscribe facility, as required by sections 16, 17 and 18 of the Spam Act 2003 (Cth). Each Kit that sends such messages is configured with a sender identification and an opt-out, and the Client must honour opt-outs within the time the law requires.

16.5 No outbound telemarketing. No Kit makes outbound telemarketing calls. The Client must not configure or use an Automation to make a telemarketing call to a number registered on the Do Not Call Register, and acknowledges section 11 of the Do Not Call Register Act 2006 (Cth).

16.6 Privacy notice. Before Go-Live the Client must update its privacy policy and any collection notice to describe the AI processing and overseas disclosure involved in its Automations, using the text in the Data Processing Schedule or equivalent text.

16.7 Own obligations. The Client is responsible for its obligations under the Privacy Act 1988 (Cth), the Australian Consumer Law and any industry code that applies to it, and for the content of its Business Facts. SOARR will provide the information in its possession that the Client reasonably needs to meet those obligations as they relate to an Automation.

17. Intellectual property

17.1 Client owns its business. As between the parties, the Client owns the Client Data, the Business Facts, the Client Accounts that are in its name, and all intellectual property rights in them.

17.2 Client owns its configuration. On Sign-off of a Kit, SOARR assigns to the Client all intellectual property rights in the Client-specific parts of the Configured Workflows for that Kit, being the Client's values, settings and content, but not the Kit Materials embedded in them.

17.3 SOARR keeps its Kits. SOARR (or its licensors) owns the Kit Materials, including improvements made while supplying the Services. Nothing in this Agreement transfers the Kit Materials to the Client.

17.4 Licence. On payment of the Setup Fee for a Kit, SOARR grants the Client a non-exclusive, perpetual, irrevocable, royalty-free, non-transferable licence to use, copy and modify the Kit Materials embedded in its Configured Workflows, for the Client's own internal business purposes. The licence continues after this Agreement or the Care Plan ends. The Client may allow its own contractors to exercise the licence on its behalf.

17.5 The Client must not sell, license, publish or distribute the Kit Materials as a product or service to others, or use them to build a competing automation offering.

17.6 AI Output. As between the parties, any rights in AI Output generated from Client Data belong to the Client. SOARR gives no warranty that AI Output is protected by copyright or does not resemble material created for others.

17.7 Third-party software. Open-source and third-party components in a Kit are licensed under their own terms, which SOARR will identify on request.

17.8 Feedback. SOARR may use feedback and de-identified operating statistics (such as error rates and hours saved) to improve its Kits, but not Client Data or Business Facts that identify the Client or any individual.

17.9 Case studies. SOARR may name the Client or publish its results only with the Client's prior written consent to the specific material.

18. Confidentiality

18.1 Each party must keep the other party's confidential information confidential, use it only for this Agreement, and protect it at least as carefully as its own. Confidential information of the Client includes the Client Data and Business Facts. Confidential information of SOARR includes the Kit Materials and SOARR's pricing to the Client.

18.2 Confidential information does not include information that is public through no breach, was already lawfully known to the recipient, is independently developed, or must be disclosed by law. Where disclosure is compelled by law, the disclosing party must give notice first where it is lawful to do so.

18.3 A party may disclose confidential information to its officers, employees, contractors, Certified Installers, Subprocessors and advisers who need to know it for this Agreement and who are bound by obligations of confidence.

18.4 This clause survives the end of this Agreement for five years, and indefinitely for anything that is a trade secret or Personal Information.

19. Privacy and data

19.1 The Data Processing Schedule forms part of this Agreement and governs how SOARR handles Client Data that is Personal Information.

19.2 SOARR handles Client Data only to supply the Services, on the Client's instructions, and as set out in the Data Processing Schedule. SOARR does not sell Client Data, does not use it to train AI models, and does not permit its Subprocessors to use it to train their general models.

19.3 The Client consents to SOARR engaging the Subprocessors listed in the Data Processing Schedule, subject to the change process in it.

20. Australian Consumer Law

20.1 Nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other law that cannot lawfully be excluded, restricted or modified. A term that would do so is void to that extent under section 64 of the Australian Consumer Law, and the rest of this Agreement is read accordingly.

20.2 Our services come with guarantees that cannot be excluded under the Australian Consumer Law, including that they will be rendered with due care and skill and be reasonably fit for any purpose the Client makes known to us.

20.3 Where the Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, and to the extent permitted by section 64A of the Australian Consumer Law, SOARR's liability for a failure to comply with a consumer guarantee is limited, at SOARR's option, to supplying the Services again or paying the cost of having them supplied again. This clause does not apply if the Client establishes that it is not fair or reasonable for SOARR to rely on it.

21. Liability

21.1 This clause 21 is subject to clause 20 in every respect.

21.2 Neither party is liable to the other for loss of profit, revenue, goodwill or opportunity, or for indirect or consequential loss, arising out of or in connection with this Agreement.

21.3 Each party's total aggregate liability to the other arising out of or in connection with this Agreement in any 12-month period is limited to the greater of (a) the total Setup Fees and Care Plan Fees paid and payable under this Agreement in that period and (b) A$2,000.

21.4 Despite clause 21.3, SOARR's total aggregate liability for breach of the Data Processing Schedule or clause 18 is limited to A$50,000.

21.5 Clauses 21.2 to 21.4 do not limit liability for: (a) fraud or wilful misconduct; (b) death or personal injury caused by negligence; (c) the Client's obligation to pay fees; or (d) any liability that cannot lawfully be limited.

21.6 Each party's liability is reduced to the extent the other party, or a Third-Party Service engaged by the other party, caused or contributed to the loss.

21.7 Each party must take reasonable steps to mitigate its loss.

22. Indemnities

22.1 The Client indemnifies SOARR against claims by third parties, and fines or penalties, to the extent arising from: (a) Business Facts that are inaccurate or that infringe a third party's rights; (b) the Client's breach of clause 15 or 16; or (c) instructions the Client gives that SOARR follows and that the Client knew or ought reasonably to have known were unlawful.

22.2 SOARR indemnifies the Client against claims by third parties to the extent arising from: (a) an allegation that the Kit Materials, used as permitted by this Agreement, infringe a third party's intellectual property rights; or (b) a breach of the Data Processing Schedule by SOARR, a Certified Installer or a Subprocessor engaged by SOARR.

22.3 An indemnity under this clause is reduced to the extent the indemnified party caused or contributed to the loss, and is subject to clause 21.

22.4 The indemnified party must notify the other promptly of any claim, allow the other to take conduct of the defence where reasonable, and not settle without the other's consent, which must not be unreasonably withheld.

23. Suspension

23.1 SOARR may pause an Automation, or suspend SOARR's access to a Client Account, without prior notice where it reasonably believes that pausing is necessary: (a) to deal with a security incident; (b) to stop an Automation sending, recording or disclosing something it should not; (c) because the Automation is being used in breach of clause 15; or (d) to comply with law or the direction of a regulator or Third-Party Service provider.

23.2 SOARR must tell the Client of a pause under clause 23.1 as soon as it is safe to do so, with the reason, and must lift the pause once the reason has been dealt with.

23.3 If a Care Plan Fee is unpaid 10 Business Days after SOARR gives notice that it is overdue, SOARR may suspend the Care Plan services (but not pause the Automations themselves) until payment is made.

24. Term and termination

24.1 This Agreement starts when the first Order Form binds the parties and continues until every Order Form has ended and offboarding under clause 25 is complete.

24.2 Either party may terminate an Order Form, or this Agreement, by notice if the other party: (a) commits a material breach that is capable of remedy and does not remedy it within 10 Business Days after notice describing the breach; (b) commits a material breach that is not capable of remedy; or (c) becomes insolvent, has an administrator, receiver or liquidator appointed, or enters into an arrangement with its creditors, to the extent the law permits termination for that reason.

24.3 SOARR may end the Care Plan for a Kit by giving the Client at least 60 days' notice. SOARR must complete offboarding under clause 25 at no charge in that case.

24.4 On termination: (a) the Client must pay fees for Services supplied up to the date of termination; (b) any Setup Fee as a Held Payment is dealt with under clause 4; (c) where the Client terminates under clause 24.2, SOARR must refund any Care Plan Fee paid for the period after termination; and (d) clause 25 applies.

24.5 Clauses 4, 13.1, 17, 18, 19, 20, 21, 22, 25, 26 and 29 survive termination.

25. Offboarding

25.1 Within 10 Business Days after the Care Plan ends for a Kit, or this Agreement ends, SOARR must:

(a) revoke all access held by SOARR and its Certified Installers to the Client Accounts, including OAuth grants, API keys and vault access, and confirm that it has done so;

(b) give the Client an export of the Configured Workflows, prompts and settings for each Automation, in the format the workflow engine uses, together with a short handover note;

(c) for each account the System Register records that SOARR holds for the Client, either transfer the account (including porting any telephone number) to the Client, or help the Client to set up its own account and move the Automation to it, as the Client chooses;

(d) remove or hand over SOARR's monitoring hooks, as the Client chooses; and

(e) return or delete Client Data held by SOARR in accordance with the Data Processing Schedule.

25.2 The Client acknowledges that an Automation that uses an account SOARR holds (for example, an AI workspace) will stop working when that account is closed, unless the Client has moved the Automation to its own account under clause 25.1(c). SOARR must not close such an account until the earlier of the Client confirming the move and 20 Business Days after the Care Plan ends, and must tell the Client before it does so.

25.3 Offboarding is included in the Services. SOARR does not charge an exit fee. Work the Client asks for beyond clause 25.1 is charged only at a price SOARR quotes in writing in advance and the Client accepts.

26. Disputes

26.1 A party with a dispute about this Agreement must give the other notice of it with reasonable detail, to legal@novonhq.com.au in SOARR's case. SOARR will respond within 10 Business Days.

26.2 The parties must negotiate in good faith for 20 Business Days after the notice. If the dispute is not resolved, either party may refer it to mediation by a mediator agreed by the parties or, failing agreement within 5 Business Days, nominated by the President of the Law Society of New South Wales or the President's nominee. The mediator's costs are shared equally.

26.3 A party must not start court proceedings about a dispute until the mediation has ended or 40 Business Days have passed since the notice, except to seek urgent interlocutory relief.

26.4 Nothing in this clause prevents a party from complaining to the ACCC, a State or Territory fair trading office, or the Office of the Australian Information Commissioner.

27. Notices

27.1 A notice under this Agreement must be in writing and may be given through the Platform or by email. Notices to SOARR go to legal@novonhq.com.au (or, for billing, billing@novonhq.com.au, and for support requests, support@novonhq.com.au). Notices to the Client go to the notice email in the Order Form.

27.2 A notice sent by email is taken to be received when it enters the recipient's information system, unless the sender receives an automated message that delivery failed, or if that time is outside 9.00 am to 5.00 pm on a Business Day, at 9.00 am on the next Business Day. A notice given through the Platform is received when it is posted to the recipient's account and an email alert is sent.

27.3 Each party consents to notices and records being given and kept electronically for the purposes of the Electronic Transactions Act 2000 (NSW).

28. Changes to these terms

28.1 SOARR may update these terms for Order Forms accepted after the update.

28.2 For existing Order Forms, a change to these terms binds the Client only if the Client agrees to it in writing, or if SOARR gives at least 30 days' notice of the change and the Client does not cancel its Care Plan before the change takes effect. A change cannot increase a Setup Fee already paid or reduce the Install Warranty for a Kit already ordered.

28.3 A change required by law may take effect when the law requires, and SOARR will give notice as soon as practicable.

29. General

29.1 GST. Prices in the Price Card and Order Form exclude GST. While SOARR is not registered for GST no GST is payable and SOARR issues invoices, not tax invoices. From the date SOARR's registration takes effect the Client must pay GST on each taxable supply in addition to the price and SOARR will issue a tax invoice; for an existing Care Plan this applies from the first monthly period starting at least 30 days after SOARR notifies the Client.

29.2 Relationship. SOARR is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

29.3 Assignment. The Client may not assign this Agreement without SOARR's consent, which must not be unreasonably withheld. SOARR may assign this Agreement to a related body corporate or an acquirer of the NOVON business on notice, provided the assignee assumes SOARR's obligations and the Client's rights are not reduced.

29.4 Force majeure. Neither party is liable for a failure or delay caused by an event beyond its reasonable control, including a failure of a Third-Party Service, if it notifies the other promptly and takes reasonable steps to minimise the effect. This does not excuse an obligation to pay money already owed.

29.5 Entire agreement. This Agreement is the entire agreement between the parties about the Services and replaces anything said before it, but does not exclude liability for misleading or deceptive conduct.

29.6 Severance. A provision that is void or unenforceable is read down or severed, and the rest continues.

29.7 Waiver. A failure to exercise a right is not a waiver of it.

29.8 Execution. This Agreement and each Order Form may be accepted electronically through the Platform or signed in counterparts, and an electronic acceptance or signature has the same effect as a handwritten signature.

29.9 Governing law. This Agreement is governed by the laws of New South Wales, and each party submits to the non-exclusive jurisdiction of its courts.

Schedule 1 · Order Form

This Order Form is made under the NOVON Automation Services Agreement (NOVON-LEG-KIT-01) and incorporates it and the Data Processing Schedule (NOVON-LEG-KIT-02). When the Client orders on the Platform, the Order Form is the order record on the Platform (the Kit, plan size, Setup Fee, Care Plan Fee and allowance shown when the Client placed the order, the order number and date, and the Client's acceptance of this Agreement and the Data Processing Schedule) together with the items below, which are confirmed at the discovery call and recorded on the Platform.

Accepted by the Client through the Platform, or signed below by a person authorised to bind the Client.

Schedule 2 · Kits and the Price Card

The Price Card is published on the Platform, on each Kit's page: the Setup Fee, the plan sizes with their allowances and monthly Care Plan Fees, and any usage rate. The Price Card in force when an Order Form is accepted applies to it (clauses 1.1(w) and 3.2), and the figures are recorded on the order. Prices exclude GST (clause 29.1).

Schedule 3 · Care Plan and service levels

Included in every Care Plan: automated failure monitoring for each Automation; fixing failures and Defects; updating an Automation when a Third-Party Service changes its interface; applying SOARR's improvements to the Kit (with notice, and never switching on a new automatic action without the Client's confirmation); managing AI spend caps with alerts at 70% and 90%; updating Business Facts on request (up to 4 small changes a month); a monthly report of hours and dollars saved, labelled as an estimate with its method; and offboarding under clause 25.

Support hours: 9.00 am to 5.00 pm Sydney time on Business Days. Monitoring alerts are received at all times; response targets run in support hours unless stated.

These are targets under clause 12. The only remedy for missed targets, other than rights that cannot be excluded, is the right in clause 12.4.