Kelpie Terms of service

1. Fundamental commercial terms

1.1 What these terms cover

These terms govern Kelpie's managed AI agent services. Kelpie designs, builds, deploys, manages and supports AI agents for business workflows.

The Client agrees to these terms by signing or approving an order, proposal, statement of work, quote, service schedule or written scope that refers to these terms, or by accessing or using the service.

1.2 Agreement documents and priority

The agreement between Kelpie and the Client is made up of:

• the approved Statement of Work, proposal, quote, order or service schedule;
• any written variations agreed by both parties; and
• these Terms and Conditions.

If there is inconsistency, the more specific and more recent written document applies to that issue.

1.3 Scope is written, not assumed

Kelpie only provides the services, workflows, integrations, support and automation boundaries agreed in writing. New workflows, new integrations, major workflow changes, custom software builds, data cleanup, legal or compliance review, out of scope support or major redesigns may require a written variation and additional fees.

1.4 Human approval remains central

Unless the applicable Statement of Work clearly says otherwise, Kelpie agents operate on a draft first and human approval basis. The Client remains responsible for reviewing and approving outputs before they are sent, actioned or relied on for sensitive or business critical matters.

1.5 Liability cap

Subject to non-excludable rights under Australian law, Kelpie's total liability in connection with the service is limited to the fees paid by the Client to Kelpie for the relevant service in the 12 months before the event giving rise to the claim.

2. Definitions

Kelpie, we, us or our means Kelpie Group Pty Ltd (ABN 33 698 874 092).

Client, you or your means the business or person receiving the service.

Service means Kelpie's managed AI agent service, including design, setup, configuration, deployment, hosting or environment management, monitoring, support, maintenance, improvement and workflow iteration.

Kelpie agent means the custom AI agent, agent employee or automation system configured and operated for the Client's business.

Order means any order form, proposal, statement of work, quote, service schedule, email approval or written scope agreed between the parties.

Client Materials means the data, documents, content, instructions, accounts, systems, examples, approvals and information the Client provides or makes available to Kelpie, including any personal information contained in them.

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

Third Party Providers, or subprocessors, means external providers the service may rely on, including hosting providers, AI model providers, messaging platforms, email systems, cloud platforms, CRMs, websites, browsers, API providers, payment providers and workflow tools.

Authorised Approvers means the people nominated by the Client to review, approve or reject work prepared by the Kelpie agent.

Pilot means a limited introductory trial, proof of value period, free tier or paid pilot agreed in writing.

Regulated Client means a Client subject to industry specific regulatory obligations, for example an Australian Financial Services licensee, market participant, or other regulated entity.

3. Kelpie's main obligations

Kelpie will:

• provide the agreed service with reasonable care and skill;
• design and configure the agreed Kelpie agent workflows;
• use reasonable efforts to deploy the agreed setup in a suitable environment;
• monitor and maintain the agreed agent setup according to the applicable Order;
• provide support according to the applicable Order;
• take reasonable steps to protect Client access details and confidential information provided to Kelpie;
• apply agreed approval rules and automation boundaries; and
• notify the Client where Kelpie becomes aware of a material issue affecting safe or practical delivery.

Kelpie may improve, update or change how the service works, provided the change does not materially reduce the agreed core functionality during a paid term.

4. Client's main obligations

The Client must:

• provide accurate and complete information needed for Kelpie to perform the service;
• provide access, examples, approvals, test cases, instructions and decisions reasonably required by Kelpie;
• nominate a main contact and Authorised Approvers and keep those details current;
• review and approve workflows, test outputs, access requests, deployment decisions and sensitive actions where required;
• make sure the Client has the right to provide Kelpie with any data, documents, accounts, systems, content, credentials or permissions, and that any required consents and privacy notices are in place;
• maintain required third party accounts, subscriptions, licences, APIs, phone numbers, email accounts, websites, CRMs and tools unless otherwise agreed;
• use the service lawfully and responsibly;
• comply with third party platform terms that apply to the Client's systems or accounts;
• tell Kelpie promptly about faults, wrong outputs, changed business rules, security issues, compliance concerns or revoked access; and
• keep internal staff informed about how the Kelpie agent should and should not be used.

If the Client delays information, access, approvals, feedback or decisions, Kelpie's delivery dates and service performance may also be delayed.

5. Service setup, testing and acceptance

5.1 Setup and deployment

Kelpie will configure the agreed workflows, permissions, integrations and deployment environment according to the applicable Order. Deployment may involve a Kelpie managed VPS, Mac mini, client owned environment, cloud service, messaging platform, browser automation, API connection, OAuth connection, or another approved setup.

5.2 Testing

Before go live, the parties should test agreed workflows using real or realistic examples and confirm the intended approval rules, escalation process and operating boundaries.

5.3 Review period

Where Kelpie provides a deliverable, workflow, setup, document, test output or deployment for Client review, the Client should review it within 7 business days unless another timeframe is agreed. If the Client does not provide feedback within that period, Kelpie may treat the deliverable as accepted for project progression and billing purposes, provided Kelpie has reasonably asked for review.

6. Pilot, free tier and rebate offers

Kelpie may offer selected Clients or referral partners an introductory Pilot, free tier or rebate structure. A Pilot may be limited by time, capability, workflow count, usage, support level, integrations, data volume or deployment environment, as set out in the relevant Order or written offer.

To reduce risk during evaluation, a Pilot may be run on de-identified, synthetic or low sensitivity data, or in a walled off environment, as agreed in the Order. A rebate structure may involve some or all Pilot fees being credited against future setup, implementation or ongoing management fees if the Client continues after the Pilot, only where expressly stated in writing.

Unless otherwise agreed in writing:

• a Pilot does not guarantee long term availability of the same pricing or scope;
• a rebate is not payable as cash and is applied only as a credit against future Kelpie invoices;
• unused Pilot access, discounts or rebates do not carry forward after the offer period;
• the Client remains responsible for approved third party usage costs, subscriptions, licences and platform charges; and
• Kelpie may withdraw, suspend or change a free tier or trial where reasonably required for commercial, technical, security, platform or legal reasons.

At the end of a Pilot, continued use may require moving to a paid subscription, support plan or managed engagement, and Kelpie will make the applicable paid terms clear before the paid period begins.

7. AI outputs and human approval

AI systems can make mistakes. They may produce outputs that are inaccurate, incomplete, outdated, unsuitable, unexpected or affected by missing context.

AI outputs are suggestions, drafts or system actions based on available context and permissions. They are not legal, financial, tax, medical, employment, insurance, lending, compliance or other regulated professional advice unless expressly agreed in writing by appropriately qualified professionals.

Unless an Order clearly says otherwise, the Client remains responsible for reviewing and approving outputs before they are sent, actioned or relied on for:

• customer facing messages;
• legal, financial, tax, employment, insurance, medical, lending or compliance matters;
• quotes, discounts, refunds, offers or commitments;
• payments or movement of money;
• contracts or binding commercial decisions;
• changes to production systems;
• public statements or marketing claims;
• sensitive personal information or regulated data; or
• any high risk business decision.

Kelpie may support higher automation only where both parties have agreed the workflow, permissions, risk level, approval pathway, fallback process and monitoring arrangements.

The Client remains responsible for business decisions, professional judgement, client and customer relationships and compliance with its own legal and industry obligations.

8. Access, credentials and security

The Client may need to provide Kelpie with access to systems or accounts so Kelpie can perform the service. Where possible, the parties should use:

• OAuth access;
• delegated users;
• limited permission accounts;
• scoped API keys;
• service accounts;
• secure credential stores;
• client owned accounts; and
• least privilege permissions.

The Client should not send passwords, API keys, private keys, recovery codes, OAuth secrets, one time passcodes or other sensitive credentials through normal chat or email unless Kelpie specifically directs the Client to use an approved secure process.

Kelpie will take reasonable steps to protect access details provided to it. The Client remains responsible for account ownership, internal permissions, account recovery, backups, user offboarding and revoking access when it is no longer required.

Kelpie may suspend or refuse an access method if it believes the method creates an unreasonable security, privacy, legal, platform or reputational risk.

9. Third party services and platforms

The service may depend on Third Party Providers. Third Party Providers may change, suspend, restrict, rate limit, discontinue, update or make unavailable their services, models, policies, APIs, pricing, outputs, terms or access controls.

To the extent permitted by law, Kelpie is not responsible for outages, errors, policy changes, API changes, price changes, model behaviour, rate limits, account restrictions, suspensions, data loss or failures caused by Third Party Providers outside Kelpie's reasonable control.

Unless otherwise agreed in writing, the Client is responsible for third party account ownership, subscriptions, usage costs, AI and API costs, SMS costs, licences, hosting fees, domain fees, email fees, platform compliance and continued access to Client controlled systems.

10. Data protection, privacy and confidentiality

10.1 Compliance and roles

Each party must comply with applicable privacy and data protection laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

In respect of Personal Information within Client Materials, the Client determines the purposes and manner of handling, a role equivalent to a data controller, and Kelpie handles it on the Client's behalf under the Client's reasonable written instructions and this agreement, a role equivalent to a data processor.

The Client is responsible for deciding what data the Kelpie agent may access, process, store, summarise or act on, and for ensuring the required privacy notices, consents, employee notices, internal policies and legal bases are in place.

10.2 Use of Client data

Kelpie will use Client Materials only to provide, support, maintain, monitor, troubleshoot and improve the Client's agreed agent setup, unless otherwise agreed or required by law. Kelpie will not sell Client data.

Kelpie will not use Client data to train shared, general or publicly available AI models, and will keep each Client's data segregated to that Client's engagement so it cannot benefit another client. Where AI model providers are used, Kelpie will use them on enterprise or API terms that exclude use of Client inputs and outputs for training and provide for limited retention, where such terms are available.

10.3 Security measures

Kelpie maintains reasonable technical and organisational security measures appropriate to the service, including encryption in transit and at rest, multifactor authentication, role based least privilege access, scoped permissions, secure credential handling, access logging and backups.

Kelpie follows the control principles underlying recognised security standards and can align to the ACSC Essential Eight as agreed. Specific security requirements, certifications or control frameworks required by a Client may be set out in the Order.

10.4 Subprocessors

Kelpie may engage Third Party Providers as subprocessors to help deliver the service and will impose data protection obligations on them consistent with this clause. Kelpie will identify its material subprocessors on request and remains responsible to the Client for the service.

10.5 Data residency and overseas processing

Some Third Party Providers may store or process data outside Australia. Where reasonably practicable and agreed in the Order, Kelpie can host Client data in an Australian region. Where data is disclosed or processed overseas, Kelpie uses reputable providers and appropriate contractual, technical and organisational controls, consistent with APP 8.

10.6 Data breach notification

Kelpie maintains processes to detect, assess and respond to security incidents. If Kelpie becomes aware of a data breach affecting Client data, Kelpie will notify the Client without undue delay, and in any event within 72 hours of becoming aware where the breach is likely to be an eligible data breach, provide reasonably available information, and cooperate with the Client's response, including any obligations under the Notifiable Data Breaches scheme.

10.7 Records and regulated data

Where the Client is a Regulated Client, the Client remains responsible for its own regulatory obligations, including record keeping, information barriers, and handling of market sensitive or non-public information. Kelpie will, as agreed, work within the Client's information barrier, confidentiality and security policies, and outputs the agent prepares are the Client's to review, approve and retain as the Client's records.

Special data requirements, including restrictions on personal information, customer records, sensitive information, financial data, confidential documents, regulated data, data residency, retention or deletion, should be written into the Order.

10.8 Return and deletion

On termination, at the Client's request and within a reasonable period, Kelpie will return or delete Client data in Kelpie's control, and can certify deletion on request, except where Kelpie is required to keep it by law, or for backup integrity, security logs, audit records, dispute handling or ordinary business record keeping.

10.9 Confidentiality

Each party must keep the other party's confidential information confidential and use it only to provide or receive the service. Confidential information includes non-public business information, customer information, documents, credentials, pricing, proposals, system configurations, workflow instructions, technical information and commercial strategy.

A party may disclose confidential information only:

• to people who need it for the purpose of the service;
• to advisers, contractors or service providers under confidentiality obligations;
• where required by law;
• with the other party's written consent; or
• where the information is already public through no breach of these terms.

10.10 Cooperation with due diligence

On reasonable request, Kelpie will complete a Client's vendor security questionnaire and provide reasonable information about its security and data handling practices to support the Client's third party risk assessment, subject to confidentiality.

11. Fees and payment

Fees are set out in the relevant Order, proposal, quote, service schedule or invoice. Unless otherwise agreed in writing:

• fees are in Australian dollars and exclusive of GST;
• setup, onboarding or implementation fees are payable before setup work starts;
• monthly management, support, hosting or retainer fees are payable monthly in advance;
• the first monthly fee may be billed when the agent is deployed, when the Pilot starts, or as otherwise stated in the Order;
• invoices are due within 14 days of issue;
• Kelpie may require direct debit or another approved automatic payment method;
• approved third party costs and usage charges are payable by the Client or reimbursable to Kelpie; and
• overdue amounts may result in paused work, reduced support or suspended service after reasonable notice.

Kelpie may change fees for a future billing period by giving at least 30 days written notice. If the Client does not agree to the change, the Client may end the affected subscription before the change takes effect.

12. Support and ongoing management

Support arrangements, hours, channels, response expectations and included support will be set out in the relevant Order. Unless a specific service level is agreed, Kelpie provides support on a commercially reasonable efforts basis during ordinary business hours.

Included support usually covers reasonable operational support for agreed workflows, basic monitoring, bug fixes for agreed workflows, minor instruction refinements and small workflow adjustments.

Support does not include out of hours support, third party outages, client account recovery, custom software builds, major redesigns, data cleanup, legal or compliance review, new workflows, new integrations, major workflow changes or support caused by Client side system changes unless included or approved as extra work.

13. Intellectual property

Each party keeps the intellectual property it owned before the service starts. Unless an Order says otherwise:

• the Client owns its Client Materials;
• Kelpie owns its existing tools, templates, prompts, skills, workflows, configurations, deployment patterns, software, methods, know-how and improvements;
• after full payment, the Client receives a non-exclusive, non-transferable licence to use Client specific deliverables created by Kelpie for the Client's internal business purposes during the term of the service;
• Kelpie may reuse general knowledge, methods, templates and non-confidential learnings, provided Kelpie does not disclose the Client's confidential information; and
• feedback or suggestions provided to Kelpie may be used by Kelpie without restriction.

If the Client needs ownership of custom code, prompts, documentation or other deliverables, this must be stated in the Order.

14. Acceptable use

The Client must not use the service to:

• break the law or infringe anyone's rights;
• send spam, unlawful or deceptive communications;
• scrape, access or use data in breach of law, platform terms or third party rights;
• interfere with, damage or gain unauthorised access to Kelpie or Third Party Provider systems;
• bypass security, rate limits or access controls;
• process content or tasks that breach acceptable use policies of underlying Third Party Providers;
• impersonate people or mislead recipients about who they are dealing with, except where expressly approved and legally appropriate; or
• use the service for unsafe, unlawful, discriminatory, harmful or high risk purposes.

Kelpie may refuse, pause or modify a requested workflow if Kelpie reasonably believes it creates an unacceptable legal, ethical, security, customer, platform or reputational risk.

15. Publicity and logos

Kelpie may not publicly identify the Client as a customer, publish a case study, use the Client's logo or disclose project details without the Client's written approval.

The Client may not publicly use Kelpie's name, logo or materials in a way that implies endorsement beyond the agreed relationship without Kelpie's written approval.

16. Warranties and disclaimers

Kelpie will perform the service with reasonable care and skill. Kelpie does not guarantee that any Kelpie agent, AI output, workflow, integration, automation, model, hosting environment or Third Party Provider will be error free, uninterrupted, perfectly secure, compatible with every system, available at all times or suitable for every possible business use.

Nothing in these terms excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded under the Australian Consumer Law or any other applicable law.

Where Kelpie is entitled to limit liability for a failure to meet a non-excludable guarantee, Kelpie's liability is limited, at Kelpie's option, to supplying the service again or paying the cost of having the service supplied again.

17. Liability and indemnity

17.1 Liability

Subject to clause 16 and to the maximum extent permitted by law, neither party is liable to the other for indirect, consequential, special, punitive or exemplary loss, or for loss of profit, revenue, goodwill, business opportunity, data or anticipated savings.

Subject to clause 16 and to the maximum extent permitted by law, Kelpie's total liability arising out of or in connection with the service is limited to the fees paid by the Client to Kelpie for the relevant service in the 12 months before the event giving rise to the claim. These limits do not apply to the Client's obligation to pay fees that are properly due.

17.2 Client indemnity

The Client indemnifies Kelpie against loss, damage, claim, cost or expense arising from:

• Client Materials, instructions, approvals or use of the service;
• the Client's breach of these terms or an Order;
• unauthorised, unlawful or unsafe use of a Kelpie agent by the Client or its users;
• third party claims relating to Client data, customer communications or business decisions;
• accounts, access, permissions or credentials supplied or approved by the Client; or
• workflows the Client approved or directed Kelpie to implement,

except to the extent caused by Kelpie's negligence, wilful misconduct or breach of these terms.

18. Suspension, term and termination

18.1 Suspension

Kelpie may suspend the service on reasonable notice if:

• invoices are overdue;
• required information, access, payment method or approvals are not provided;
• continuing the service creates a security, privacy, legal, customer, platform or reputational risk;
• the Client materially breaches these terms or an Order;
• a Third Party Provider issue prevents safe or practical delivery; or
• Kelpie reasonably needs to protect systems, data, accounts, people or third parties.

Kelpie may suspend immediately if urgent action is reasonably needed to protect systems, data, accounts, people or third parties.

18.2 Term and termination

These terms apply for as long as the Client uses the service. A paid subscription runs for the period set out in the Order and, unless otherwise stated, continues on a rolling monthly basis.

Unless a fixed term or minimum commitment applies, either party may end a rolling subscription by giving at least 30 days written notice, effective at the end of the then current billing period. Either party may end these terms or a subscription immediately by written notice if the other party commits a material breach that is not fixed within 14 days of being asked to fix it, or becomes insolvent or ceases business.

On termination:

• the Client's right to use the service ends;
• any fees properly owing become payable;
• the Client must pay for approved third party costs, work already performed and committed costs that cannot reasonably be cancelled;
• Kelpie may provide handover help at standard rates unless otherwise agreed; and
• the data return and deletion rules in clause 10 apply.

19. Restriction on soliciting staff

During the term of the service and for 12 months after it ends, the Client must not knowingly solicit for employment or direct engagement any Kelpie employee, contractor or key delivery partner involved in providing the service, except through a general public advertisement not targeted at that person.

20. Disputes and general terms

20.1 Disputes

The parties must first try to resolve disputes in good faith through senior representatives. If a dispute is not resolved within 14 days, either party may refer it to mediation in Queensland, Australia, unless urgent court action is required to protect rights, systems, data, accounts, confidential information or safety.

20.2 General terms

Kelpie may update these terms from time to time. For a material change that affects a current paid subscription, Kelpie will give reasonable notice and the change will apply from the next billing period unless otherwise agreed.

Kelpie may use subcontractors to help provide the service and remains responsible to the Client for the service. Neither party is liable for delay or failure caused by events beyond its reasonable control. Notices must be in writing and may be sent by email to the addresses the parties use for the service.

These terms are governed by the laws of Queensland, Australia, and the parties submit to the courts of Queensland and courts that may hear appeals from them. These terms and any Order make up the whole agreement on this subject. If any part is unenforceable, the rest continues to apply. A right is only waived if the waiver is in writing.