Kelpie Terms of Service

Kelpie Group

ABN: 33 698 874 092

ACN: 698 874 092

Address: 53 Doggett Street, Newstead QLD 4006

Email: lukas@kelpiegroup.com.au

Website: kelpiegroup.com.au

These Terms apply when a client, customer or business user accesses, subscribes to, approves, pays for, or uses Kelpie's managed AI agent services.

By accepting an order, proposal, statement of work, quote, payment link, service schedule or written scope that refers to these Terms, or by paying for or using the service, the Client agrees to be bound by these Terms.

If a person accepts these Terms on behalf of a business, company, trust, partnership or other organisation, that person represents that they have authority to bind that organisation.

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

• the applicable order, proposal, quote, statement of work, payment page, service schedule or written scope;
• any written variations agreed by both parties; and
• these Terms.

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

Kelpie designs, builds, deploys, manages and supports practical AI agents for business workflows.

A Kelpie agent may help with agreed work such as:

• admin and operations tasks;
• inbox, message or enquiry triage;
• drafting replies, updates and follow-ups;
• document summaries, document preparation and template support;
• reporting, reminders and recurring checks;
• research and information collation;
• CRM, spreadsheet, task-board and system updates;
• workflow automation;
• internal team support; and
• other agreed digital business tasks.

The exact workflows, integrations, systems, permissions, deployment environment, support level, fees, usage limits and approval rules are set out in the applicable Order.

Kelpie agents may run on, connect to or depend on systems such as Hermes, OpenClaw, VPS infrastructure, Mac minis, Google Workspace, Microsoft 365, CRMs, browser automation, third-party APIs, AI model providers and other approved business platforms.

Kelpie starts with agreed workflows and may expand an agent's scope only as agreed with the Client. New workflows, new integrations, major workflow changes, custom software builds, data cleanup, compliance review, legal review, system migrations or major redesigns may require a written variation and additional fees.

Kelpie, we, us or our means Kelpie Group.

Client, you or your means the business, organisation or person receiving the Service.

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

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

Order means any order form, proposal, quote, statement of work, payment page, service schedule, email approval, written scope or similar commercial document agreed between Kelpie and the Client.

Client Materials means data, documents, content, instructions, accounts, systems, templates, examples, approvals, credentials, permissions and other information the Client provides or makes available to Kelpie.

Third Party Providers means external providers the Service may rely on, including AI model providers, hosting providers, cloud platforms, email providers, messaging platforms, CRMs, browser automation providers, API providers, payment processors, office/document platforms and other workflow tools.

Authorised Approvers means people nominated or permitted by the Client to approve, reject or instruct actions by Kelpie or a Kelpie agent.

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

The Client may need to create, approve or provide access to accounts, workspaces, systems or data sources so Kelpie can provide the Service.

The Client is responsible for:

• ensuring it has authority to grant Kelpie the access requested;
• maintaining ownership and security of its own accounts and systems;
• nominating a main contact and Authorised Approvers;
• keeping authorised-user, approver and access-owner details current;
• maintaining required third-party subscriptions, licences, phone numbers, email accounts, domains, platforms, APIs and billing arrangements unless otherwise agreed;
• notifying Kelpie promptly if access should be changed, revoked or limited; and
• ensuring its staff and users understand how the Kelpie agent should and should not be used.

Where possible, the parties should use OAuth, delegated users, scoped API keys, service accounts, limited-permission accounts, secure credential stores 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, email, task boards, documents or messaging tools unless Kelpie specifically directs the Client to use an approved secure process.

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

By connecting a Kelpie agent to business systems or authorising Kelpie to access Client systems, the Client grants Kelpie the permissions reasonably necessary to provide, support, maintain, monitor, troubleshoot and improve the agreed Service.

The specific data and functions accessed depend on:

• the systems connected;
• the permissions granted by the Client;
• the scope of the Order;
• the agent's approved workflows;
• the available platform/API controls; and
• any approval gates agreed by the parties.

The Client is responsible for deciding what business data, documents, messages, systems, workspaces, folders, accounts and records the Kelpie agent may access or act on.

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 intentionally use Client business data to train any third party's general publicly available AI models, and will configure the Service with that aim where available. Third Party Providers handle data under their own terms, privacy policies and technical controls.

Special requirements around personal information, customer records, confidential documents, regulated data, data residency, retention, deletion or industry compliance should be written into the applicable Order.

Kelpie agents may operate with different levels of autonomy depending on the applicable Order, technical setup, connected systems, approval settings and risk profile.

Unless an Order clearly says otherwise, Kelpie agents operate on a draft-first and human-approval basis.

Low-risk actions may be performed without individual approval where reasonably necessary to provide the Service. These may include reading approved sources, summarising information, preparing drafts, generating reports, classifying work items, identifying missing information and producing internal recommendations.

Human approval is required by default before a Kelpie agent sends, submits, changes, commits to or externally acts on matters involving:

• customer-facing messages;
• supplier, prospect, owner, tenant, patient, borrower or stakeholder communications;
• legal, financial, tax, employment, insurance, medical, lending, compliance or regulated matters;
• quotes, discounts, refunds, offers or commercial commitments;
• payments or movement of money;
• contracts or binding business decisions;
• changes to production systems or business records;
• security, access, account or permission changes;
• public statements, marketing claims or reputation-sensitive content;
• 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, permission level, risk level, approval pathway, fallback process and monitoring arrangements.

If the Client enables pre-authorised workflows, recurring tasks, automation rules, shared integrations, auto-approval settings or similar controls, the Client authorises covered actions to occur without per-action approval. The Client remains responsible for ensuring those settings are appropriate for its business and authorised users.

The Client remains responsible for all business decisions, professional judgement, customer relationships, staff supervision, compliance obligations and consequences of approved or pre-authorised actions.

The Client must not use the Service, or allow its users to use the Service, to:

• break the law or infringe anyone's rights;
• send spam, unlawful, misleading, harassing or deceptive communications;
• scrape, access, process or use data in breach of law, platform terms or third-party rights;
• gain unauthorised access to any account, system, data or network;
• bypass security, approval gates, rate limits, platform policies or access controls;
• create, distribute or assist phishing, malware, harmful code or deceptive impersonation;
• interfere with, damage, overload or degrade Kelpie systems or Third Party Provider systems;
• process content or tasks that breach the acceptable use policies of underlying AI, cloud or platform providers;
• impersonate people or mislead recipients about who they are dealing with, except where expressly approved and legally appropriate;
• use the Service for unlawful surveillance, discriminatory activity, unsafe conduct, weapons development or other high-risk harmful purposes; or
• use the Service in any context where a failure could reasonably cause death, personal injury, severe property damage or serious environmental harm.

Kelpie may investigate suspected misuse and may refuse, pause, modify, suspend or terminate a workflow or Service if Kelpie reasonably believes it creates an unacceptable legal, ethical, safety, security, customer, platform or reputational risk.

Each party must comply with applicable privacy and data-protection laws.

The Client is responsible for ensuring it has the right to provide Kelpie with Client Materials and for ensuring any required privacy notices, customer consents, employee notices, internal policies, data handling permissions and legal bases are in place.

Kelpie may create and maintain context files, logs, workflow notes, reports, setup documents, issue records, support notes, test records, prompt/instruction files, skills and other operational materials to provide and support the Service.

Kelpie will take reasonable steps to protect Client Materials and confidential information provided to it. No system is perfectly secure, and the Client should not provide unnecessary sensitive information.

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.

On termination, at the Client's request and within a reasonable period, Kelpie will return or delete Client data in Kelpie's control, except where Kelpie is required or reasonably entitled to keep it for backup integrity, security logs, audit records, dispute handling, legal compliance or ordinary business record-keeping.

Each party keeps the intellectual property it owned before the Service starts.

The Client owns its Client Materials.

Unless an Order says otherwise, Kelpie owns its pre-existing and reusable tools, templates, prompts, skills, workflows, configurations, deployment patterns, software, methods, know-how, systems, frameworks 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, workflow patterns, implementation approaches and non-confidential learnings, provided Kelpie does not disclose the Client's confidential information.

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

Feedback, ideas or suggestions provided to Kelpie may be used by Kelpie without restriction or compensation, provided Kelpie does not disclose the Client's confidential information.

AI systems can make mistakes. AI outputs may be inaccurate, incomplete, outdated, misleading, unsuitable, unexpected or affected by missing context.

AI-generated content, recommendations, summaries, reports, drafts, classifications and system actions are provided as assistance only. They are not legal, financial, tax, medical, employment, insurance, lending, compliance or other regulated professional advice unless expressly agreed in writing and provided by appropriately qualified professionals.

The Client is responsible for reviewing and verifying AI outputs before relying on them for business decisions, customer communications, regulated matters, commercial commitments or high-risk actions.

Kelpie does not guarantee that AI outputs will be correct, complete, lawful, commercially suitable, accepted by recipients, compliant with the Client's industry obligations or appropriate for every situation.

Where autonomous or pre-authorised workflows are enabled, the Client acknowledges that some actions may occur without real-time human review, subject to the settings and scope the Client has approved.

Fees are set out in the applicable Order, proposal, quote, payment page, invoice or service schedule.

Unless otherwise agreed in writing:

• fees are in Australian dollars and exclusive of GST;
• current standard signup will be via a weekly ongoing subscription through Stripe or another approved payment method;
• there is no setup fee where the applicable Order or payment page states that setup/onboarding is included in the weekly subscription;
• no minimum term or lock-in applies unless separately stated;
• the Client may cancel by giving at least 30 days' written notice;
• weekly or recurring fees are payable in advance according to the billing cycle;
• Kelpie may require direct debit, card payment, Stripe checkout or another approved automatic payment method;
• approved third-party costs and usage charges are payable by the Client or reimbursable to Kelpie;
• Client-paid third-party costs may include AI model usage, AI provider subscriptions, API usage, Composio, Google Workspace, Microsoft 365, Canva, CRMs, SMS/phone tools, property platforms, domains, hosting, email, accounting/payment tools and similar systems unless otherwise agreed; and
• fees are non-refundable once setup, onboarding, configuration, deployment, account connection, workflow design, documentation, support or other service work has started, subject to non-excludable legal rights.

If a payment fails or is overdue, Kelpie may give the Client 3 days to correct the payment issue. If the issue is not corrected, Kelpie may pause work, reduce support or suspend the Service until the account is brought up to date.

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.

Kelpie may offer selected Clients or referral partners an introductory Pilot, trial, free tier, beta period or rebate structure.

A Pilot may be limited by time, capability, workflow count, usage, support level, integrations, data volume, platform access or deployment environment. The limits and commercial terms of the Pilot will be set out in the relevant Order or written offer.

A rebate structure may involve some or all Pilot fees being credited or rebated against future setup, implementation or ongoing management fees if the Client continues after the Pilot. Any rebate is only available if 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, beta period or trial where reasonably required for commercial, technical, security, platform or legal reasons.

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

Kelpie will configure the agreed workflows, permissions, integrations and deployment environment according to the applicable Order.

Deployment may involve a Kelpie-managed VPS, client-owned VPS, Mac mini, client-owned system, cloud service, messaging platform, browser automation, API connection, OAuth connection or another approved setup.

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

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.

Support arrangements, support hours, support channels, response expectations and included support will be set out in the applicable 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/compliance review, new workflows, new integrations, major workflow changes, or support caused by Client-side system changes unless included or approved as extra work.

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.

The Client is responsible for complying with the terms and policies of any third-party platforms, systems or accounts used in connection with the Service.

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

Kelpie may suspend the Service on reasonable notice if:

• invoices or payment attempts 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.

The Client may stop using the Service at any time, but cancellation of a rolling paid subscription requires at least 30 days' written notice unless the applicable Order states otherwise.

Either party may terminate 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/deletion rules in clause 8 apply.

Kelpie will perform the Service with reasonable care and skill.

To the maximum extent permitted by law, the Service is provided on an "as is" and "as available" basis except as expressly stated in these Terms or required by law.

Kelpie does not guarantee that any Kelpie agent, AI output, workflow, integration, automation, model, hosting environment, browser session, connected platform 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.

Subject to clause 17 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 17 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.

Kelpie is not responsible for consequences of actions the Client approved, pre-authorised, directed or configured, except to the extent caused by Kelpie's negligence, wilful misconduct or breach of these Terms.

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;
• workflows the Client approved, pre-authorised or directed Kelpie to implement;
• the Client's violation of third-party platform terms; or
• the Client's violation of applicable laws,

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

Kelpie may improve, update, change, suspend or discontinue parts of the Service from time to time.

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.

If the Client does not agree to a material change affecting an ongoing paid subscription, the Client may end the affected subscription before the change takes effect.

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.

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.

These Terms are governed by the laws of Queensland, Australia.

The parties submit to the courts of Queensland and courts that may hear appeals from them.

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.

Nothing in these Terms limits any non-waivable rights the Client may have under applicable law.

Kelpie may use subcontractors and service providers 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 and any Order make up the whole agreement on this subject.

If any part of these Terms is invalid or unenforceable, the rest continues to apply.

A right is only waived if the waiver is in writing.

The Client may not assign these Terms without Kelpie's written consent. Kelpie may assign these Terms as part of a business restructure, sale, merger or transfer of the Service.

Nothing in these Terms creates a partnership, joint venture, employment relationship, franchise or agency relationship between the parties.

Questions about these Terms can be sent to:

Kelpie Group

ABN: 33 698 874 092

ACN: 698 874 092

Address: 53 Doggett Street, Newstead QLD 4006

Email: lukas@kelpiegroup.com.au

Website: kelpiegroup.com.au