Terms of Service

1. Definitions

In these Terms, the following definitions apply:

• 'SCAI', 'we', 'us', 'our' means SCAI Technologies Pty Ltd (ABN 27692802645), incorporated in New South Wales, Australia.
• 'Client', 'you', 'your' means the business entity or individual accessing our website or engaging SCAI for services.
• 'Services' means any Fractional CTO advisory, CAIO advisory, cloud infrastructure design and management, AI integration, software development coordination, digital strategy, and related technology consultancy services delivered by SCAI.
• 'Website' means scaitechnologies.com and any associated subdomains.
• 'Deliverables' means all work product, reports, recommendations, code, configurations, documentation, and other outputs produced by SCAI in connection with the Services.
• 'AI-Generated Outputs' means content, code, analysis, recommendations, or other material generated with the assistance of artificial intelligence tools, large language models, or automated systems, whether disclosed or not.
• 'Statement of Work' or 'SOW' means a written engagement agreement specifying the scope, deliverables, timeline, and fees for a specific service engagement.
• 'Confidential Information' has the meaning given in Clause 8.

2. Acceptance of Terms

By accessing the Website or engaging SCAI's Services — whether through an SOW, email instruction, or other means — you agree to be bound by these Terms of Service and any applicable Statement of Work. If you do not agree to these Terms, you must not access the Website or engage our Services.

These Terms govern all B2B service engagements. For individual consumers accessing the Website, the Australian Consumer Law (ACL) may also apply to the extent that it cannot be excluded.

These Terms are governed by the laws of New South Wales, Australia, subject to the international provisions set out in Clause 18.

3. Services

3.1 Service Engagement

SCAI provides technology advisory, architecture, and implementation services pursuant to individual Statements of Work agreed in writing between the parties. No binding service obligation arises from website enquiries, preliminary discussions, or proposals until an SOW is countersigned by both parties.

3.2 Service Delivery Standard

SCAI will deliver Services with reasonable care and skill consistent with the standard expected of a competent technology advisory firm operating in Australia. SCAI does not warrant that Services will be error-free or uninterrupted, and client acknowledgement of the inherent complexity of technology projects is incorporated into these Terms.

3.3 Client Obligations

The Client must:

• Provide accurate and complete information reasonably required for service delivery
• Designate a competent point of contact with authority to provide instructions and approvals
• Provide timely access to systems, environments, and personnel as reasonably requested
• Review and respond to deliverables, proposals, and queries within agreed timeframes
• Be responsible for final decisions regarding technology implementation and production deployment

Delays caused by Client non-performance of the above obligations do not constitute a breach by SCAI and may result in timeline adjustments and additional fees.

3.4 Partner-Delivered Services

SCAI delivers certain Services through its authorised partner network, including offshore development (Enablero), cloud infrastructure (via Westcon-Comstor/AWS), hardware procurement (HT Computers), and specialist subcontractors. SCAI accepts responsibility for the coordination and quality of partner-delivered work as if delivered directly by SCAI, and remains the Client's single point of accountability.

4. Fees, Payment, and Invoicing

4.1 Fees

Fees for Services are as specified in the applicable SOW or rate card. All fees are expressed in Australian Dollars (AUD) exclusive of GST unless otherwise stated. GST will be applied to invoices where required by Australian tax law.

4.2 Payment Terms

Invoices are due and payable within fourteen (14) days of the invoice date unless otherwise specified in the SOW. SCAI reserves the right to charge interest on overdue amounts at the rate of 10% per annum, calculated daily, from the due date until payment is received.

4.3 Expenses

Pre-approved out-of-pocket expenses (including travel, third-party software licences, and hardware) will be invoiced at cost with supporting receipts. Cloud infrastructure costs (AWS and other) are passed through at the rates applicable under SCAI's reseller arrangements, which may include discounts obtained through strategic partnerships.

4.4 Suspension for Non-Payment

SCAI reserves the right to suspend Services if invoices remain unpaid after thirty (30) days past the due date, without prejudice to SCAI's right to recover outstanding amounts. Reasonable advance notice will be provided before suspension.

5. Intellectual Property

5.1 Pre-Existing IP

Each party retains ownership of all intellectual property rights in materials, methodologies, frameworks, tools, and know-how that existed prior to, or were developed independently of, a specific service engagement ('Pre-Existing IP'). Nothing in these Terms or any SOW transfers ownership of Pre-Existing IP.

SCAI's proprietary methodologies, frameworks, templates, and tools (including the SCAI Total Stack Ownership framework, Sane AI integration methodology, and related consulting IP) remain the exclusive property of SCAI at all times.

5.2 Deliverable IP — Default Position

Unless expressly agreed otherwise in a signed SOW, upon receipt of full payment for an engagement:

• Client-specific Deliverables produced for the Client shall be owned by the Client.
• SCAI retains a royalty-free, perpetual licence to use the underlying methodologies, learnings, anonymised case study material, and architectural patterns incorporated in Deliverables for the purpose of developing its practice and serving future clients.

5.3 Open Source Components

Where Deliverables incorporate open source software, such components remain subject to their applicable open source licences. SCAI will disclose material open source components and any licence obligations upon request. The Client is responsible for compliance with open source licence terms in their use of Deliverables.

5.4 AI-Generated Content and IP

Where Deliverables incorporate AI-Generated Outputs, the parties acknowledge that:

• The intellectual property status of AI-Generated Outputs is evolving under Australian and international law, and SCAI makes no warranty as to the copyright ownership, originality, or protectability of any AI-Generated Output.
• SCAI will use reasonable professional judgement in the application and review of AI tools, but does not guarantee that AI-Generated Outputs are free from third-party rights, errors, hallucinations, or biases.
• The Client is responsible for its own review, validation, and acceptance of AI-Generated Outputs before reliance or deployment. SCAI strongly recommends human expert review of all AI-Generated Outputs prior to production use.
• Where AI tools generate outputs that incorporate data from the Client's systems, SCAI ensures that such tools are configured with appropriate data handling controls consistent with the Privacy Policy.

5.5 Website Content

All content on the Website — including text, graphics, logos, case studies, and architectural content — is the proprietary material of SCAI Technologies and is protected by Australian and international copyright law. Reproduction, distribution, or adaptation without prior written consent is prohibited.

6. Disclaimer of Warranties and Limitation of Liability

6.1 General Disclaimer

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SCAI PROVIDES ALL SERVICES, WEBSITE CONTENT, AND DELIVERABLES ON AN 'AS IS' AND 'AS AVAILABLE' BASIS. EXCEPT AS EXPRESSLY SET OUT IN A SIGNED SOW OR REQUIRED BY THE AUSTRALIAN CONSUMER LAW, SCAI EXCLUDES ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6.2 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

• SCAI's aggregate liability to the Client for any claim arising out of or in connection with any Service engagement, whether in contract, tort (including negligence), statute, or otherwise, shall not exceed the total fees paid by the Client to SCAI under the applicable SOW in the twelve (12) months preceding the event giving rise to the claim.
• SCAI shall not be liable for any indirect, special, incidental, punitive, or consequential loss or damage, including but not limited to loss of profit, loss of revenue, loss of data, loss of business opportunity, or damage to reputation, howsoever caused, even if SCAI has been advised of the possibility of such damages.

6.3 AI-Generated Output Liability

SCAI expressly excludes liability for:

• Any inaccuracy, hallucination, error, bias, or omission in AI-Generated Outputs
• Business decisions made in reliance on AI-Generated Outputs without independent expert validation
• Third-party intellectual property claims arising from AI-Generated Outputs
• Regulatory non-compliance arising from unsupervised AI deployment

The Client assumes all risk in connection with the use of AI-Generated Outputs. SCAI's role is to provide AI integration advisory with a 'Sane AI' philosophy — prioritising deterministic, validated, and right-sized AI solutions — but final decision-making authority and responsibility rests with the Client.

6.4 Service Uptime and Infrastructure

Where SCAI manages cloud infrastructure on behalf of a Client, uptime commitments, SLAs, and remedies shall be as specified in the applicable SOW. In the absence of express SLA terms:

• SCAI does not warrant any specific uptime level for managed infrastructure
• SCAI will use reasonable endeavours to maintain service continuity and respond to critical incidents within four (4) business hours during AEST business hours
• Uptime and availability of underlying cloud services (AWS and others) are subject to the applicable provider SLAs, which are incorporated by reference into SCAI's obligations where applicable

Planned maintenance windows will be communicated with reasonable advance notice.

6.5 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by the Australian Consumer Law (ACL) that cannot lawfully be excluded or limited. Where statutory guarantees apply, SCAI's liability is limited to the extent permitted by the ACL, which may include resupply of services or payment of the cost of resupply.

7. Indemnification

The Client agrees to indemnify, defend, and hold harmless SCAI Technologies, its officers, employees, partners, and subcontractors from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client's breach of these Terms or any SOW
• The Client's misuse of Deliverables or AI-Generated Outputs
• The Client's negligent or unlawful acts or omissions
• Third-party claims arising from the Client's use or deployment of SCAI's Deliverables in ways not authorised or recommended by SCAI
• The Client's failure to comply with applicable laws, including privacy, data protection, and export control laws

8. Confidentiality

8.1 Obligation

Each party ('Receiving Party') agrees to keep confidential all non-public information disclosed by the other party ('Disclosing Party') that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ('Confidential Information').

Confidential Information includes but is not limited to: business strategies, pricing, client lists, technical architecture, source code, financial information, and personal data of clients and employees.

8.2 Permitted Disclosures

The Receiving Party may disclose Confidential Information to employees, contractors, and partners on a need-to-know basis, provided such persons are bound by confidentiality obligations no less protective than those in these Terms.

8.3 Duration

Confidentiality obligations survive termination or expiry of these Terms and any SOW for a period of five (5) years, except with respect to trade secrets, which shall remain confidential indefinitely.

9. Data Protection and Privacy

SCAI's collection and use of personal data in connection with the Website and Services is governed by our Privacy Policy, which is incorporated into these Terms by reference and available at www.scaitechnologies.com/privacy-policy.

Where SCAI processes personal data as a data processor on behalf of the Client, SCAI will do so only on documented instructions from the Client and in accordance with applicable data protection laws, including the Australian Privacy Act 1988 and the GDPR where applicable. Specific data processing arrangements may be documented in a Data Processing Agreement as part of the applicable SOW.

10. Security and Acceptable Use — Website

You agree that you will not:

• Use the Website for any unlawful, fraudulent, or malicious purpose
• Introduce viruses, malware, or other harmful code to the Website or associated systems
• Attempt to gain unauthorised access to any system, server, or data
• Scrape, mine, or harvest data from the Website without prior written consent
• Use the Website in a manner that could damage, disable, or impair SCAI's systems or reputation

SCAI reserves the right to block access to the Website for users who breach these obligations.

11. Anti-Dependency and Vendor Lock-In

A core principle of SCAI's service philosophy is the avoidance of client dependency on any single vendor, technology, or service provider, including SCAI itself. Accordingly:

• SCAI will document all architectures, configurations, and processes in a client-accessible format
• SCAI will not intentionally create proprietary lock-in or withhold documentation necessary for Client transition
• Upon termination of an engagement, SCAI will support reasonable transition activities for a period specified in the SOW

Nothing in this clause limits SCAI's rights in respect of its own Pre-Existing IP, proprietary methodologies, or trade secrets.

12. Force Majeure

Neither party will be liable for delay or failure to perform obligations under these Terms to the extent caused by circumstances beyond that party's reasonable control, including acts of God, natural disasters, government actions, pandemics, cyberattacks by third parties (where reasonable security measures were in place), or failure of third-party infrastructure providers.

The affected party must promptly notify the other party of the force majeure event and its expected duration. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected SOW without penalty on written notice.

13. Termination

13.1 Termination for Convenience

Either party may terminate an SOW for convenience on thirty (30) days' written notice, unless the SOW specifies a different notice period. The Client shall pay for all Services rendered up to the date of termination.

13.2 Termination for Cause

Either party may terminate an SOW immediately on written notice if the other party:

• Commits a material breach of these Terms or the SOW that is not remedied within fourteen (14) days of written notice
• Becomes insolvent, enters administration or liquidation, or ceases to carry on business
• Commits an act of fraud, wilful misconduct, or criminal conduct

13.3 Effect of Termination

Upon termination: all accrued and unpaid fees become immediately due; each party must return or destroy the other party's Confidential Information (subject to legal retention requirements); and provisions that by their nature survive termination (including clauses on IP, liability, confidentiality, indemnification, dispute resolution, and governing law) shall continue in full force.

14. Dispute Resolution

The parties agree to attempt to resolve any dispute through good-faith negotiation between senior representatives of each party within twenty-one (21) days of written notice of a dispute.

If the dispute is not resolved through negotiation, either party may refer the matter to mediation administered by the Australian Disputes Centre (ADC) in Sydney, New South Wales. The costs of mediation shall be shared equally.

If mediation fails within sixty (60) days of appointment of the mediator, either party may pursue legal proceedings in the courts of New South Wales, Australia, to whose exclusive jurisdiction both parties submit, subject to Clause 18 regarding international clients.

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

15. Changes to Terms

SCAI may update these Terms from time to time. The updated Terms will be posted to the Website with a revised Effective Date. Continued use of the Website or Services after publication of updated Terms constitutes acceptance of the updated Terms. For active SOW engagements, material changes to Terms will be notified in writing and will not apply to ongoing engagements without Client agreement.

16. Website Availability

SCAI makes no warranty that the Website will be available at all times, error-free, or free from interruption. We reserve the right to modify, suspend, or discontinue any aspect of the Website at any time without notice. We are not liable for any loss resulting from Website unavailability.

17. Third-Party Links and Content

The Website may link to third-party websites and resources. SCAI is not responsible for the content, accuracy, or practices of any third-party sites. Links do not imply endorsement. Any reliance on third-party content is at your own risk.

18. Governing Law and International Clients

These Terms are governed by the laws of New South Wales, Australia. For Clients located in the European Union or United Kingdom, the following additional provisions apply:

• GDPR compliance: SCAI undertakes to comply with applicable GDPR obligations in respect of any personal data processed as part of service delivery. A Data Processing Agreement can be provided on request.
• Consumer rights: Mandatory consumer protection rights in the Client's jurisdiction that cannot be excluded by contract are not affected by these Terms.
• Dispute resolution: EU and UK Clients may choose to resolve disputes in the courts of their domicile jurisdiction, provided that SCAI's liability shall not be assessed under any standard more onerous than that applicable under Australian law.

For Clients in India, engagement-specific data protection obligations are governed by applicable Indian law including the Information Technology Act 2000 and successor legislation.

19. General Provisions

19.1 Entire Agreement

These Terms, together with any applicable SOW and the Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior representations, discussions, and agreements.

19.2 Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, that provision shall be severed and the remaining provisions shall continue in full force and effect.

19.3 Waiver

Failure by SCAI to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

19.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without SCAI's prior written consent. SCAI may assign its rights and obligations in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees to be bound by these Terms.

19.5 No Partnership or Agency

Nothing in these Terms creates a partnership, joint venture, employment relationship, or agency between SCAI and the Client. SCAI is an independent contractor at all times.

19.6 Notices

Notices under these Terms must be in writing and delivered by email (with read receipt or acknowledgement) or registered post to the addresses specified in the applicable SOW or as notified in writing. Notices to SCAI may be sent to legal@scaitechnologies.com.

20. Contact Information

For questions regarding these Terms of Service, please contact:

SCAI Technologies Pty Ltd

Attention: Legal / Contracts

Email: legal@scaitechnologies.com

Website: www.scaitechnologies.com

Sydney, New South Wales, Australia

SCAI Technologies Pty Ltd — Sydney, Australia

www.scaitechnologies.com | legal@scaitechnologies.com