Terms & Conditions

Definitions and Interpretation

• "Agreement" — these Terms and Conditions together with any executed Service Agreement or Statement of Work.
• "Momentum Flow AI" — Momentum Flow AI Pty Ltd (ABN 66 611 761 909), a company registered in Victoria, Australia, its officers, employees, contractors and assigns.
• "Client" — the individual, business or entity engaging Momentum Flow AI for Services.
• "Services" — AI automation consulting, implementation, integration, training and related services as described in the relevant Service Agreement or Statement of Work.
• "Deliverables" — all outputs, automations, workflows, documentation, reports and materials created or provided by Momentum Flow AI in connection with the Services.
• "Confidential Information" — any non-public information disclosed by either party, including business plans, client lists, technical data, pricing and proprietary methodologies.
• "Intellectual Property" / "IP" — all patents, trademarks, copyright, trade secrets, domain names, designs and other proprietary rights.
• "Third-Party Platforms" — software or services provided by third parties including GoHighLevel, Make.com, Zapier, OpenAI, HubSpot, Salesforce and similar platforms.
• "ACL" — the Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth) and adopted under the Australian Consumer Law and Fair Trading Act 2012 (Vic).
• "Consumer Affairs Victoria" / "CAV" — the Victorian consumer protection authority that administers the ACL in Victoria.

Engagement and Acceptance

By signing a Service Agreement, paying an invoice, or otherwise instructing Momentum Flow AI to commence work, the Client agrees to be bound by these Terms. Under the Electronic Transactions (Victoria) Act 2000, electronic acceptance constitutes valid and binding acceptance with the same legal effect as a handwritten signature.

Where there is any inconsistency between a Service Agreement or Statement of Work and these Terms, the Service Agreement or Statement of Work will prevail to the extent of the inconsistency.

Scope of Services

The specific Services to be provided, including deliverables, timelines and fees, will be set out in a Service Agreement or Statement of Work. Momentum Flow AI will deliver Services with reasonable care and skill in accordance with the consumer guarantee under section 60 of the ACL. The Client acknowledges that:

• AI automation outcomes may vary based on data quality, third-party platform behaviour, and factors outside Momentum Flow AI's control.
• Momentum Flow AI does not guarantee specific business results, revenue outcomes, or automation performance metrics unless explicitly stated in writing.
• The Client is responsible for reviewing all Deliverables prior to deployment and ensuring they meet the Client's regulatory, compliance and business requirements.

Any change to the agreed scope of Services must be documented in a written change order signed by both parties. Additional fees may apply.

Consumer Guarantees and Statutory Rights

Under the Australian Consumer Law and Fair Trading Act 2012 (Vic) and the ACL, consumers are entitled to certain non-excludable guarantees in relation to services, including that:

• Services will be provided with due care and skill (ACL s 60);
• Services will be fit for any purpose the Client made known to Momentum Flow AI (ACL s 61); and
• Services will be provided within a reasonable time (ACL s 62).

Nothing in these Terms limits, excludes or modifies any consumer guarantee or right that cannot lawfully be excluded under the ACL or any applicable Victorian or Commonwealth law.

Fees, Invoicing and Payment

5.1 Fees

All fees are quoted in Australian Dollars (AUD) and are exclusive of GST unless otherwise stated. Prices will be clearly disclosed before the Client is bound to pay.

5.2 Payment Terms

Unless otherwise agreed in writing, invoices are due and payable within fourteen (14) days of the invoice date. Any deposit requirements will be disclosed upfront in the Service Agreement.

5.3 Late Payment

If any amount remains unpaid after the due date, Momentum Flow AI may charge interest at the rate of 10% per annum calculated daily on the outstanding balance, and/or suspend Services until payment is received. The Client will be notified in writing.

5.4 Disputed Invoices

The Client must notify Momentum Flow AI in writing of any disputed invoice within five (5) business days of the invoice date. Undisputed amounts remain due and payable.

5.5 GST

The Client must pay GST in addition to any fees where applicable under the A New Tax System (Goods and Services Tax) Act 1999 (Cth). A valid tax invoice will be issued for all taxable supplies.

5.6 Itemised Bills

The Client may request an itemised bill for any invoice. Momentum Flow AI will provide an itemised account within a reasonable time of receiving such a request.

Intellectual Property

6.1 Pre-existing IP

Each party retains ownership of all IP owned prior to commencement. Momentum Flow AI retains ownership of its methodologies, frameworks, templates, tools, systems and know-how developed independently of the engagement ("Background IP").

6.2 Deliverables

Subject to full payment of all fees, Momentum Flow AI grants the Client a non-exclusive, non-transferable licence to use the Deliverables for internal business purposes. Ownership of Deliverables remains with Momentum Flow AI unless the parties expressly agree otherwise in writing.

6.3 Client Materials

The Client grants Momentum Flow AI a non-exclusive licence to use the Client's materials, data and content solely for the purpose of delivering the Services.

6.4 No Transfer of Third-Party IP

Momentum Flow AI does not transfer, and cannot guarantee the transfer of, any IP subsisting in Third-Party Platforms. The Client must comply with all applicable third-party licence terms.

Confidentiality

Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent, except as required by law or to professional advisors on a need-to-know basis.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was already known to the receiving party; or (c) is independently developed without reference to the Confidential Information.

The obligations in this clause survive termination or expiry of the Agreement for a period of three (3) years.

Data, Privacy and Security

Momentum Flow AI will handle all personal information in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles, and the Privacy and Data Protection Act 2014 (Vic) where relevant.

The Client warrants that it has obtained all necessary consents to provide personal data to Momentum Flow AI and that such collection, use and disclosure complies with all applicable privacy laws.

Momentum Flow AI will implement reasonable technical and organisational measures to protect Client data. However, no system is completely secure, and Momentum Flow AI does not warrant that data transmission or storage will be entirely free from unauthorised access.

In the event of a notifiable data breach, Momentum Flow AI will notify the Client and the Office of the Australian Information Commissioner (OAIC) in accordance with the Notifiable Data Breaches scheme under the Privacy Act 1988 (Cth).

Third-Party Platforms and Tools

Momentum Flow AI may utilise Third-Party Platforms in delivering the Services. The Client acknowledges that:

• Momentum Flow AI has no control over the availability, performance, pricing, or terms of Third-Party Platforms.
• Costs associated with Third-Party Platform subscriptions are the Client's responsibility unless otherwise agreed in writing.
• Momentum Flow AI is not liable for any disruption, failure, data loss, or change in functionality of any Third-Party Platform.
• The Client is responsible for maintaining valid licences and accounts for all Third-Party Platforms used in connection with the Services.

Warranties and Representations

Each party warrants that it has the authority to enter into this Agreement. The Client warrants that: (a) all information provided is accurate and complete; (b) the Client holds all necessary rights, licences and consents for materials provided; and (c) use of Deliverables will comply with all applicable laws.

Momentum Flow AI warrants that it will provide Services with due care and skill and will not engage in misleading or deceptive conduct contrary to section 18 of the ACL.

To the maximum extent permitted by law, all other implied warranties are excluded. Nothing in these Terms excludes any consumer guarantee under the ACL that cannot lawfully be excluded.

Limitation of Liability

To the maximum extent permitted by law, Momentum Flow AI's total aggregate liability arising out of or in connection with the Agreement is limited to the total fees paid by the Client in the three (3) months immediately preceding the event giving rise to the claim.

Momentum Flow AI is not liable for any indirect, incidental, consequential, special or punitive loss or damage, including loss of profit, revenue, business opportunity, data, or reputational harm.

Nothing in these Terms limits liability for: (a) fraud or wilful misconduct; (b) death or personal injury caused by negligence; (c) any breach of consumer guarantee provisions of the ACL; or (d) any liability that cannot lawfully be limited under Victorian or Commonwealth law.

Indemnity

The Client agrees to indemnify, defend and hold harmless Momentum Flow AI and its officers, employees and contractors from and against any claims, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client's breach of this Agreement;
• The Client's use of Deliverables in a manner not authorised by this Agreement;
• Any claim that materials provided by the Client infringe the IP or other rights of any third party; or
• Any breach of applicable law by the Client.

This indemnity does not apply to the extent that any loss or damage is caused or contributed to by Momentum Flow AI's own negligence or wrongful act.

Term and Termination

13.1 Termination for Convenience

Either party may terminate this Agreement on thirty (30) days' written notice. The Client remains liable for fees for all Services performed up to the date of termination. Any prepaid amounts for Services not yet performed will be refunded on a pro-rata basis.

13.2 Termination for Cause

Either party may terminate immediately by written notice if the other party: (a) commits a material breach unremedied within fourteen (14) days of written notice; (b) becomes insolvent or enters into administration or liquidation; or (c) engages in fraudulent or unlawful conduct.

13.3 Effect of Termination

On termination: (a) all outstanding fees become immediately due and payable; (b) each party must return or destroy the other's Confidential Information upon request; and (c) clauses that survive termination (including confidentiality, IP and limitation of liability) continue in force.

13.4 Refunds on Termination

Where the Client is a Consumer and this Agreement is terminated due to a failure by Momentum Flow AI to comply with a consumer guarantee, the Client may be entitled to a refund or other remedy under the ACL.

Dispute Resolution

The parties agree to attempt to resolve any dispute in good faith through direct negotiation before commencing any formal proceedings.

If a dispute is not resolved within twenty (20) business days of written notice, either party may refer the matter to mediation via the Victorian Small Business Commission (VSBC). The costs of mediation shall be shared equally unless otherwise agreed.

Consumer disputes may also be referred to Consumer Affairs Victoria (CAV) at consumer.vic.gov.au or by calling 1300 55 81 81.

Nothing in this clause prevents either party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction.

Governing Law and Jurisdiction

This Agreement is governed by the laws of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria. The following laws are relevant to this Agreement:

• Australian Consumer Law and Fair Trading Act 2012 (Vic) — administered by Consumer Affairs Victoria
• Competition and Consumer Act 2010 (Cth) — including the Australian Consumer Law (Schedule 2)
• Electronic Transactions (Victoria) Act 2000 — governing electronic contract formation
• Privacy and Data Protection Act 2014 (Vic) — applicable to Victorian public sector; Privacy Act 1988 (Cth) for private sector
• Fair Work Act 2009 (Cth) — governing any employment or contractor relationships

General Provisions

• 16.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, representations and understandings.
• 16.2 Unfair Contract Terms: If any term is found to be unfair under the ACL (s 24), that term will be void to the extent of the unfairness. The remaining terms continue in full force and effect.
• 16.3 Amendments: Momentum Flow AI may update these Terms from time to time. Clients will be notified of material changes with at least thirty (30) days' notice.
• 16.4 Waiver: A failure or delay to exercise any right or remedy does not constitute a waiver of that right.
• 16.5 Severability: If any provision is found to be invalid or unenforceable, it will be severed to the minimum extent necessary and the remaining provisions continue in full force.
• 16.6 Assignment: The Client may not assign or transfer any rights or obligations without the prior written consent of Momentum Flow AI.
• 16.7 Force Majeure: Neither party is liable for any delay or failure to perform its obligations where such delay results from circumstances beyond that party's reasonable control.
• 16.8 Relationship of the Parties: Nothing in this Agreement creates a relationship of employment, partnership, joint venture or agency. Momentum Flow AI acts as an independent contractor.
• 16.9 Notices: Notices must be in writing. Under the Electronic Transactions (Victoria) Act 2000, notices may be delivered by email and will be deemed received on the next business day after sending.
• 16.10 Misleading Conduct: Momentum Flow AI is committed to complying with section 18 of the ACL, which prohibits misleading or deceptive conduct in trade or commerce.

Contact and Complaints

For any questions regarding these Terms and Conditions, or to lodge a complaint, please contact us directly:

If your complaint is not resolved to your satisfaction, you may contact: