Terms & Conditions

01Definitions and Interpretation

In these Terms:

• “AI System” means any chatbot, voice agent, autonomous or multi-agent workflow, retrieval-augmented generation (RAG) system, automation or integration that we design, build, configure or operate for you.
• “Business Day” means a day other than a Saturday, Sunday or public holiday in Melbourne, Victoria.
• “Client Materials” means all data, content, documents, scripts, knowledge base material, trademarks, credentials and other materials that you or your personnel provide to us.
• “Deliverables” means the specific outputs we create for you under an Engagement, as described in the applicable Package or Proposal.
• “End User” means any person who interacts with an AI System that you deploy, including your customers, callers, website visitors and staff.
• “Engagement” means each purchase of a Package or each Proposal you accept.
• “Package” means a fixed-scope service offering (such as a Starter, Premium or Diamond plan) listed on the Website and purchased through our online checkout.
• “Proposal” means a quote, statement of work, scope document or similar document issued by us and accepted by you.
• “Third-Party Services” means software, platforms, APIs, AI models, telephony networks, hosting and other products or services supplied by anyone other than CJ AI Agency.

Headings are for convenience only. The words “including” and “for example” do not limit what precedes them. A reference to a law includes any amendment or replacement of that law.

02Eligibility and Business Use

You must be at least 18 years old and able to form a legally binding contract to use the Website or buy Services. Our Services are designed and supplied for business, commercial and professional purposes. By placing an order, you confirm that you are acquiring the Services for business purposes, unless you tell us otherwise in writing before ordering. You must give us accurate, complete and current information and keep it up to date.

03Our Services

CJ AI Agency provides AI consulting, solution design, development, integration, deployment, hosting coordination, monitoring, maintenance and support services, including:

• AI chatbot development for websites, messaging channels and internal tools;
• AI voice agent development for inbound and outbound telephony and voice interfaces;
• custom AI agent and multi-agent workflow development, including tool-calling, RAG knowledge bases and integrations with your business systems; and
• related strategy, training, documentation and optimisation services.

The exact scope, inclusions, timeline, number of revisions and support period of each Engagement are set out in the relevant Package description or Proposal. Anything not expressly included is out of scope. The interactive demonstrations, sample conversations, performance figures, case studies and statistics on the Website illustrate our capabilities. They are not a promise of any specific result for your business, because outcomes depend on your data, systems, processes, End Users and Third-Party Services.

We may use qualified subcontractors to perform parts of the Services. We remain responsible for their work under these Terms.

04Proposals and Order of Precedence

A Proposal is valid for 30 days from its date unless it states otherwise. It becomes binding when you accept it in writing (including by email or electronic signature) or pay the first invoice under it. If there is any inconsistency, documents apply in the following order of priority: (a) a signed master services agreement or Data Processing Agreement, if any; (b) the Proposal; (c) the Package description; and (d) these Terms. Any terms you provide, such as in a purchase order, do not apply unless we expressly agree to them in writing.

05Online Orders and Packages

• Prices and currency: Package prices on the Website are shown in United States Dollars (USD), unless stated otherwise. Your bank or card issuer may charge currency conversion or international transaction fees, which are your responsibility.
• Order acceptance: placing an order is an offer to buy. A contract forms when we confirm your order by email, or when we begin the Services. We may decline or cancel an order for any lawful reason, including suspected fraud, unavailability or an obvious pricing error. In that case we will refund any amount you have paid.
• Payment processing: payments are processed securely by Stripe and PayPal. By paying, you also agree to the applicable terms of those providers. We do not store full card details.
• Onboarding: after purchase, we will contact you to schedule a kickoff and request the information and access we need. Delivery timelines begin when we have received everything required to start.
• Enterprise packages: Diamond (Enterprise) and other complex Engagements may require a discovery session and a written Proposal confirming final scope before development begins.

06Fees, Payment and Taxes

• Payment terms: Package fees are payable in full at checkout unless otherwise stated. For Proposals, fees are payable as set out in the Proposal or invoice. If no terms are stated, invoices are due within 7 days of issue.
• Recurring fees: retainers, maintenance plans or managed services are billed in advance for each billing period and renew automatically until cancelled in line with Section 23.
• Taxes: unless stated otherwise, fees exclude GST, VAT, sales, use, withholding and similar taxes, which will be added where applicable. If you are required to withhold tax, you must gross up your payment so we receive the full invoiced amount, unless the law prohibits this.
• Late payment: if an amount is overdue, we may pause work, suspend access to hosted AI Systems after giving you at least 7 days’ written notice, and charge reasonable collection costs. Timelines will be extended by the period of any suspension.
• Disputed invoices: you must notify us in writing of any good-faith dispute within 7 days of the invoice date and pay any undisputed portion when due.
• Chargebacks: please contact us before raising a payment dispute with your bank or payment provider. Unjustified chargebacks may result in suspension of Services and recovery of associated fees.
• Price changes: we may change our prices at any time, but changes will not affect orders already accepted. We will give at least 30 days’ notice of price changes to recurring Services.

07Your Responsibilities

Our ability to deliver on time depends on your cooperation. You agree to:

• provide complete, accurate and timely Client Materials, information, approvals and feedback;
• provide secure access to the systems, accounts, APIs and environments we reasonably need, and keep your own credentials secure;
• nominate a representative with authority to make decisions and approve Deliverables;
• ensure that you hold all rights, licences, consents and permissions needed for us to use the Client Materials, and that the Client Materials do not infringe any third party’s rights or break any law;
• keep your own backups of your data and systems; and
• test Deliverables in a reasonable and timely manner.

If a delay or failure on your part prevents us from performing, we are not responsible for any resulting delay. Timelines will be adjusted fairly. If an Engagement is paused for more than 30 consecutive days because we are waiting on you, we may treat the work completed to date as delivered and invoice for it, or charge a reasonable fee to restart the project.

08Delivery, Revisions and Acceptance

• Timelines: delivery dates are good-faith estimates based on the agreed scope and your timely cooperation. Time is not of the essence unless we expressly agree otherwise in writing.
• Revisions: each Package or Proposal states the number of included revision rounds. A revision round is one consolidated set of feedback on a Deliverable within the agreed scope. Further revisions, or changes to approved work, may be charged at our then-current rates.
• Acceptance: after we notify you that a Deliverable is ready, you have 5 Business Days to test it and either accept it or give written details of any material failure to meet the agreed specification. We will fix any such failure and resubmit the Deliverable for acceptance. A Deliverable is deemed accepted when that period ends without notice of a failure, or when you use it in live production, whichever happens first.

09Change Requests

Requests to add features, integrations, channels, languages, call volumes or other work outside the agreed scope are change requests. We will assess each change request and tell you its impact on fees and timelines. A change request becomes binding only when both parties agree to it in writing. Until then, we will continue to perform the original scope.

10Third-Party Platforms and Usage Costs

AI Systems rely on Third-Party Services, which may include large language model providers, speech-to-text and text-to-speech engines, telephony carriers and phone number providers, messaging platforms, CRMs, automation tools, vector databases and cloud hosting.

• Usage costs: unless your Package or Proposal expressly includes them, all Third-Party Service charges (such as AI model tokens, voice minutes, phone numbers, SMS, hosting and software subscriptions) are your responsibility. Wherever practical, these accounts should be held in your name. Where we pay such costs for you, we will invoice you for them at cost plus any agreed handling fee.
• Third-party terms: your use of Third-Party Services is subject to their own terms, privacy policies and usage policies, which you agree to follow.
• No control: we do not control Third-Party Services and are not responsible for their availability, performance, pricing, security, policy changes, model updates, deprecations or outages. If a Third-Party Service changes in a way that affects your AI System, we will work with you in good faith on a solution. Any material rework will be handled as a change request.

11AI-Specific Terms

You acknowledge the nature of artificial intelligence technology and agree that:

• Outputs are probabilistic: AI Systems generate outputs from statistical models. Despite our safeguards, including validation schemas, guardrails and testing, AI outputs may sometimes be inaccurate, incomplete, inconsistent, biased or inappropriate (sometimes called “hallucinations”). We cannot guarantee that every output will be correct.
• Human oversight: you are responsible for setting appropriate review processes, escalation paths and human oversight for your AI Systems. This is especially important for decisions or communications that may significantly affect individuals, involve money, or carry legal, medical, financial or safety implications.
• No professional advice: AI Systems are not a substitute for qualified legal, medical, financial, tax, engineering or other professional advice. You must not configure them to provide regulated advice unless you are appropriately licensed and have put suitable controls in place.
• Knowledge accuracy: the quality of AI System responses depends on the Client Materials and data sources you provide. You are responsible for keeping that information accurate and up to date.
• Ongoing behaviour: model behaviour can change over time because of provider updates, new data or changing End User inputs. Ongoing monitoring and optimisation are provided only where included in your Package, Proposal or maintenance plan.
• No training on your data: we will not use your Client Materials or End User data to train our own or public AI models, as described in our Privacy Policy.

12Lawful Deployment and Regulatory Compliance

You are solely responsible for how you deploy and use AI Systems, and for complying with all laws that apply to your business and your End Users. Depending on where and how you operate, these may include:

• Call recording and surveillance laws: telling callers and obtaining any consent required before recording or transcribing calls, including under Australian state and territory listening devices laws, the Telecommunications (Interception and Access) Act 1979 (Cth) and U.S. federal and state one-party and all-party consent laws;
• Telemarketing and outbound calling: the Do Not Call Register Act 2006 (Cth) and the Telemarketing and Research Industry Standard, the U.S. Telephone Consumer Protection Act (TCPA) and Telemarketing Sales Rule, including rules on artificial or prerecorded voices, calling hours and prior express written consent, and equivalent laws elsewhere;
• Electronic messaging: the Spam Act 2003 (Cth), CAN-SPAM, CASL and similar laws for messages sent by AI Systems;
• AI transparency: telling End Users, where required or appropriate, that they are interacting with an automated system or AI agent, including obligations under the EU AI Act and state-level AI and bot disclosure laws;
• Privacy and data protection: publishing your own privacy notice, having a lawful basis for processing End User data, and responding to End User privacy requests;
• Consumer protection and fair trading: making sure your AI Systems do not engage in misleading, deceptive or unconscionable conduct; and
• Sector-specific rules: any healthcare, financial services, insurance, legal, real estate, employment or other industry regulations that apply to you.

We may suggest compliance features (such as disclosure scripts, consent prompts or opt-out handling), but these are not legal advice. You should get your own legal advice about your deployment. We may refuse to build, or may suspend, any functionality we reasonably believe would be unlawful.

13Acceptable Use

You must not use the Website, Services or any AI System, or allow others to use them:

• for any unlawful, fraudulent, deceptive or harmful purpose, including scams, phishing, impersonation or identity theft;
• to make unsolicited robocalls or send spam, or to contact people in breach of do-not-call, consent or opt-out requirements;
• to create deepfakes or clone the voice or likeness of any real person without their explicit, informed consent;
• to harass, threaten, discriminate against or exploit any person, or to generate hateful, violent, sexually explicit or child-exploitative content;
• to infringe intellectual property, privacy or other rights of any person;
• to distribute malware, interfere with networks, or attempt unauthorised access to any system, including ours;
• to reverse engineer, scrape, copy or resell our proprietary tools, prompts, frameworks or Website content, except as these Terms allow;
• to build a product that competes with our Services using our confidential methods; or
• in breach of the acceptable use policies of any Third-Party Service used by your AI System.

We may investigate suspected breaches, and may suspend or terminate the Services immediately if we reasonably believe this Section has been breached.

14Intellectual Property

14.1 Your materials

You keep all rights in your Client Materials. You grant us a non-exclusive, royalty-free licence to use, copy, modify and process the Client Materials only as needed to perform the Services.

14.2 Deliverables

When we receive full payment for an Engagement, we assign to you all rights in the custom Deliverables created specifically for you under that Engagement, such as your bespoke prompts, conversation flows, configurations, knowledge base structures and custom code, excluding Our Materials. Until full payment, we grant you a limited, revocable licence to use Deliverables for evaluation only.

14.3 Our materials

We keep all rights in our pre-existing and independently developed intellectual property, including our frameworks, templates, libraries, reusable components, agent architectures, prompt engineering methods, tools, know-how and general skills (“Our Materials”), even where they are incorporated into a Deliverable. On full payment, we grant you a non-exclusive, perpetual, worldwide, royalty-free licence to use Our Materials as incorporated in the Deliverables, solely for your internal business purposes and for operating your AI System. You may not resell or sublicense Our Materials separately.

14.4 Third-party and open-source components

Deliverables may include Third-Party Services or open-source software that are subject to their own licence terms, which take precedence for those components.

14.5 AI-generated output

As between you and us, and to the extent permitted by law, you own the outputs your AI System generates in your operations. Intellectual property protection for AI-generated content varies by jurisdiction and cannot be guaranteed.

14.6 Portfolio and feedback

Unless you tell us otherwise in writing, we may name you as a client and describe the general nature of our work in our portfolio and marketing, without disclosing your Confidential Information. You may ask us to withdraw this at any time. If you give us suggestions or feedback, we may use them freely to improve our Services.

14.7 Website content

All content on the Website, including text, graphics, logos, designs, demonstrations and code, belongs to CJ AI Agency or its licensors and is protected by copyright and trade mark laws. You may view and print pages for your own personal or internal business reference only.

15Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential, including business processes, customer data, pricing, credentials, source code and technical methods. Each party must keep the other’s Confidential Information confidential, use it only for the Engagement, and disclose it only to personnel, subcontractors and advisers who need to know it and are bound by equivalent obligations.

These obligations do not apply to information that is or becomes public through no fault of the recipient, was lawfully known to the recipient beforehand, is independently developed, or is lawfully received from a third party without restriction. A party may disclose Confidential Information where required by law, after giving the other party prompt notice where lawful. These obligations continue for 3 years after the Engagement ends, and indefinitely for trade secrets and personal information. We are happy to sign a mutual non-disclosure agreement before discovery begins.

16Data Protection

Each party must comply with the privacy and data protection laws that apply to it. Our Privacy Policy explains how we handle personal information as a controller. Where we process personal information about your End Users on your behalf, we act as your processor or service provider: we process it only on your documented instructions, apply appropriate security measures, use sub-processors only under suitable terms, assist you with data subject requests and breach notifications, and delete or return the data at the end of the Engagement. A Data Processing Agreement, including Standard Contractual Clauses where required, is available on request and forms part of these Terms once signed.

17Warranty Period, Support and Maintenance

• Service standard: we will perform the Services with due care and skill, in a professional manner consistent with good industry practice, using appropriately qualified personnel.
• Post-launch defect fixing: unless your Package or Proposal says otherwise, for 14 days after a Deliverable is accepted we will fix, at no extra charge, any reproducible defect that causes the Deliverable to materially fail to meet its agreed specification.
• Exclusions: this does not cover issues caused by changes made by you or third parties, Third-Party Service changes or outages, model behaviour variation within normal parameters, misuse, new requirements, or data you provide.
• Ongoing support: ongoing monitoring, optimisation, hosting management, content updates and support after the warranty period are available under a separate maintenance plan or retainer, on the response times and service levels stated in that plan.

18Cancellations and Refunds

Because our Services involve dedicating engineering time and resources to your project, the following applies, subject always to your rights under the Australian Consumer Law (Section 19):

• Before kickoff: if you cancel in writing within 48 hours of purchase and before your kickoff session or before any work has started, we will refund the amount paid, less any non-refundable payment processing fees.
• After work has started: if you cancel after work has begun, we will refund any amount paid for work not yet performed, after deducting fees for work completed, time reserved, and costs already incurred for Third-Party Services. Fees for completed milestones or phases are non-refundable.
• After acceptance: fees for Deliverables that have been accepted, or deemed accepted, are non-refundable.
• Recurring services: you may cancel a maintenance plan or retainer with 30 days’ written notice before the next billing date. Fees already paid for the current billing period are non-refundable.
• Cancellation by us: if we cancel an Engagement for reasons other than your breach, we will refund fees paid for Services not yet performed.
• How to request: email info@cjaiagency.com with your order number. Approved refunds are made to the original payment method, usually within 10 Business Days. Your bank or payment provider may take longer to process them.

19Australian Consumer Law

Our Services come with guarantees that cannot be excluded under the Australian Consumer Law (ACL) in Schedule 2 of the Competition and Consumer Act 2010 (Cth), where those guarantees apply. Nothing in these Terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term implied or imposed by law, that cannot lawfully be excluded, restricted or modified.

Where the Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, and the law allows it, our liability for failing to comply with a consumer guarantee is limited, at our option, to supplying the Services again or paying the cost of having the Services supplied again.

20Disclaimers

Except as expressly set out in these Terms and subject to Section 19, to the maximum extent permitted by law:

• the Website and its content are provided “as is” and “as available” for general information only;
• we make no warranty that the Website, Services or AI Systems will be uninterrupted, error-free, secure or free of harmful components, or that AI outputs will be accurate, complete or fit for a particular purpose; and
• we do not guarantee any particular business outcome, such as revenue, cost savings, lead volume, conversion rate, response latency or call resolution rate. Any metrics on the Website or in proposals are estimates or examples.

21Limitation of Liability

Subject to Section 19 and to the maximum extent permitted by law:

• Excluded losses: neither party is liable to the other for any indirect, incidental, special, consequential or punitive loss, or for any loss of profit, revenue, business, goodwill, anticipated savings or data (except where data loss is caused by our breach of our security obligations), however it arises.
• Liability cap: our total aggregate liability arising out of or in connection with an Engagement, whether in contract, tort (including negligence), statute or otherwise, is limited to the total fees you paid us under that Engagement in the 12 months before the event giving rise to the claim.
• Reduction: our liability is reduced to the extent that any loss was caused or contributed to by you, your personnel, your End Users, Client Materials or Third-Party Services.
• Exceptions: these limits do not apply to liability for fraud, wilful misconduct, death or personal injury caused by negligence, your payment obligations, or your indemnity obligations under Section 22.

22Indemnities

You indemnify CJ AI Agency, and its owners, personnel and subcontractors, against all claims, losses, damages, penalties, fines and reasonable costs (including legal costs) arising from: (a) the Client Materials, including any claim that they infringe a third party’s rights; (b) your deployment or use of an AI System in breach of these Terms or any law, including call recording, telemarketing, spam, privacy and AI disclosure laws; (c) your breach of Section 13; or (d) claims by your End Users related to your products, services or communications.

We indemnify you against third-party claims that the custom Deliverables we created, when used as permitted under these Terms, infringe that third party’s intellectual property rights. This indemnity does not apply to claims arising from Client Materials, Third-Party Services, open-source components, or modifications not made by us. If such a claim arises, we may modify or replace the affected Deliverable so that it is non-infringing, or refund the fees paid for it.

The indemnified party must promptly notify the other of any claim, give reasonable cooperation, and allow the indemnifying party to control the defence and settlement, provided that no settlement imposes obligations on the indemnified party without its consent.

23Term, Suspension and Termination

• Term: these Terms apply from your first use of the Website or Services and continue until every Engagement has ended.
• Termination for convenience: either party may terminate a recurring Service with 30 days’ written notice. Project-based Engagements may be cancelled under Section 18.
• Termination for cause: either party may terminate an Engagement immediately by written notice if the other party materially breaches these Terms and fails to fix the breach within 14 days of being notified, or becomes insolvent or subject to any form of administration or bankruptcy.
• Suspension: we may suspend Services or hosted AI Systems immediately if needed to prevent unlawful activity, a security risk, harm to End Users or a breach of Section 13, and otherwise after notice for non-payment.
• Effect of termination: you must pay for all Services performed and costs incurred up to the termination date. Each party must return or destroy the other’s Confidential Information on request. We will give you reasonable assistance to export your data and configuration, which may be charged at our standard rates. Sections that by their nature should survive termination will survive, including Sections 6, 14, 15, 16, 19 to 22, and 26 to 28.

24Use of the Website

• Accounts: if you create an account, you are responsible for keeping your login details secure and for all activity under your account.
• Availability: we may change, suspend or withdraw any part of the Website at any time without notice, and we are not liable if the Website is unavailable.
• Accuracy: we take care to keep Website information accurate and current, but it may contain errors or become outdated. Package descriptions are summaries, and the final scope is confirmed in your order confirmation or Proposal.
• Testimonials: testimonials and reviews reflect the individual experiences of the clients who gave them, and are not a guarantee that you will achieve the same results.
• External links: links to third-party websites are provided for convenience. We do not endorse them and are not responsible for their content or practices.
• Security: you must not attempt to probe, scan, attack or overload the Website, or bypass its security measures.

25Force Majeure

Neither party is liable for any delay or failure to perform (other than a payment obligation) caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, civil unrest, government action, labour disputes, failures of power, internet or telecommunications networks, cyberattacks, or outages or material changes of Third-Party Services. The affected party must notify the other promptly and use reasonable efforts to reduce the impact. If the event continues for more than 30 days, either party may terminate the affected Engagement by written notice. Fees for work performed up to that date remain payable.

26Dispute Resolution

If a dispute arises out of or in connection with these Terms or the Services, the party raising it must give the other party written notice of the details. Senior representatives of both parties must then negotiate in good faith for at least 20 Business Days to try to resolve it. If the dispute is not resolved, either party may refer it to mediation in Melbourne, Victoria, administered by the Resolution Institute (or another mediator the parties agree on), with the costs of the mediator shared equally. Neither party may start court proceedings until this process has been followed, except to seek urgent injunctive or interim relief or to recover undisputed debts. This Section does not limit your right to make a complaint to a consumer protection regulator or ombudsman.

27Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Victoria, Australia, and the Commonwealth laws that apply there. Each party submits to the non-exclusive jurisdiction of the courts of Victoria and any courts that can hear appeals from them. The United Nations Convention on Contracts for the International Sale of Goods does not apply. If you are a consumer living outside Australia, you may also have the benefit of mandatory consumer protection laws in your country of residence.

28General Provisions

• Entire agreement: these Terms, together with any Proposal, Package description, Data Processing Agreement and our Privacy Policy, form the entire agreement between the parties about their subject matter and replace any previous discussions or understandings.
• Relationship: the parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship.
• Assignment: you may not assign or transfer your rights or obligations without our prior written consent. We may assign these Terms to a successor in connection with a merger, acquisition or sale of our business, after giving you notice.
• Notices: notices must be in writing and may be sent by email. Notices to us must be sent to info@cjaiagency.com. Notices to you will be sent to the email address associated with your order or Engagement. An email notice is received when sent, unless the sender receives an automated delivery failure message.
• Electronic communications: you agree that agreements, notices and other communications we provide electronically meet any legal requirement for them to be in writing, and that electronic acceptance is binding.
• Severability: if any provision is invalid or unenforceable, it will be read down or severed to the minimum extent necessary, and the rest of these Terms will remain in effect.
• Waiver: a failure or delay in exercising a right does not waive that right. A waiver is effective only if given in writing.
• Non-solicitation: during an Engagement and for 6 months afterwards, neither party will directly solicit for employment any personnel of the other who were directly involved in that Engagement, without the other’s written consent. General advertisements are not solicitation.
• Language: these Terms are written in English. Any translation is for convenience only, and the English version prevails.

29Changes to These Terms

We may update these Terms from time to time to reflect changes in our Services, technology, business practices or the law. The “Last updated” date at the top of this page shows when they were last revised. Updated Terms apply to Website use and new orders from the date they are published. For an Engagement already in progress, the Terms in force when you placed the order or accepted the Proposal continue to apply, unless both parties agree otherwise in writing. Where we make material changes affecting recurring Services, we will give you at least 30 days’ notice.

30Contact Us

If you have any questions about these Terms, please contact us:

Please also read our Privacy Policy, which explains how we collect and handle personal information.