Terms of Use

These Terms of Use ("Terms") govern your access to and use of TDA Consulting's website and services. By accessing our website or using our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our services.

1. Acceptance of Terms

By accessing TDA Consulting's website (tdaconsulting.services) or engaging our services, you accept and agree to be bound by these Terms of Use and our Privacy Policy. These Terms constitute a legally binding agreement between you ("Client", "you", "your") and TDA Consulting ("we", "us", "our").

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

2. Services Description

TDA Consulting provides AI automation consulting and implementation services for Australian businesses, including but not limited to:

• Business process automation consulting and implementation
• AI-powered website design and development
• AI voice assistant implementation and integration
• Custom AI solution development
• Document processing and data extraction automation
• CRM and workflow integration services
• Ongoing support and optimisation services
• Free business automation audits

All services are provided on a project basis with fixed pricing, unless otherwise agreed in writing.

3. Free Audit Service

Our free audit service includes:

• An initial consultation to understand your business processes
• Assessment of automation opportunities
• Calculation of potential time and cost savings
• A written proposal outlining recommended solutions and fixed pricing

This audit is provided at no cost and does not obligate you to purchase any services. We reserve the right to decline to provide an audit if we determine we cannot deliver measurable value to your business.

Any information shared during the audit remains confidential and will not be used for any purpose other than assessing your automation needs and preparing a proposal.

4. Project Terms and Payment

All paid projects are subject to:

• A detailed written proposal outlining scope, deliverables, timeline, and fixed pricing
• Written acceptance of the proposal before work commences (via email or signed agreement)
• Payment terms as specified in the proposal (typically 50% deposit upfront, 50% on completion, or milestone-based for larger projects over $10,000)
• 30-day performance guarantee: If the delivered automation doesn't meet the agreed performance targets, we'll fix it at no extra cost
• All projects are fixed-price unless otherwise agreed in writing
• Change requests outside the original scope will be quoted separately and require written approval

Payment Terms:

• Invoices are payable within 7 days of issue unless otherwise specified
• Late payments may incur interest charges of 1.5% per month (18% per annum)
• All prices are in Australian Dollars (AUD)
• Prices exclude GST unless otherwise stated (GST will be added where applicable)
• Accepted payment methods: Bank transfer, credit card, or as otherwise agreed

Ongoing Support Contracts:

If you opt for monthly support and optimisation services, these are:

• Billed monthly in advance
• Can be cancelled with 30 days' written notice
• Subject to annual price reviews (with 60 days' notice of any changes)

5. Specific Service Terms

AI-Powered Websites

• Setup fee includes website development, AI chatbot integration, and initial content setup
• Ongoing hosting costs are your responsibility (we provide recommendations and setup assistance)
• AI chatbot requires API access to services like OpenAI or Claude, which you pay directly to providers (typically $20-100/month depending on usage)
• We provide training on content management; ongoing content updates are your responsibility unless covered by a support contract
• You own the website code and content upon full payment
• We retain the right to showcase your website in our portfolio (with your permission)

AI Voice Assistants

• Setup fee covers voice AI development, system integration, training, and initial optimisation
• Ongoing costs include voice AI platform fees (e.g., Vapi, Bland.ai - typically $100-500/month) and phone number costs ($2-10/month), which you pay directly to providers
• Performance depends on factors including call quality, accent clarity, background noise, and complexity of requests - we cannot guarantee 100% accuracy
• Optimal performance requires ongoing optimisation based on call recordings (included in monthly support contracts, otherwise charged separately)
• You must provide necessary access to your calendar, CRM, or other systems for integration
• We may record sample calls for testing and optimisation purposes (with your consent)

Business Process Automation

• Requires you to provide access to your existing tools and systems (CRM, email, spreadsheets, etc.)
• Third-party platform costs (e.g., Zapier, Make - typically $20-300/month depending on usage) are your responsibility
• We build on your chosen automation platforms; changes to platform features or pricing by providers are outside our control
• Some integrations may require API access or premium accounts with third-party services
• You retain ownership of all data processed through the automation

Custom AI Solutions

• Scope and deliverables defined in detailed proposal; any additional features require separate quote and approval
• AI model costs (e.g., OpenAI, Claude API access) are typically your responsibility unless specified otherwise in the proposal
• Performance benchmarks and success criteria will be defined in the proposal
• AI outputs are probabilistic in nature and not guaranteed to be 100% accurate (accuracy targets will be specified)
• You own the custom code developed specifically for your project upon full payment
• We retain ownership of proprietary frameworks, methodologies, and reusable components

6. Client Responsibilities

To ensure successful project delivery, clients are responsible for:

• Providing accurate and complete information about business processes, requirements, and objectives
• Timely responses to requests for information, approvals, or feedback (within 5 business days unless otherwise agreed)
• Providing necessary access to systems, tools, and platforms required for implementation
• Testing delivered solutions and providing feedback during development and after deployment
• Ensuring your staff receive training and use the implemented automation as intended
• Maintaining appropriate backups of your data
• Paying invoices according to agreed terms
• Notifying us promptly of any issues or concerns with delivered services

Delays caused by failure to meet these responsibilities may result in project timeline extensions and may affect our ability to meet performance guarantees.

7. Intellectual Property

Your Intellectual Property:

You retain all ownership rights to:

• Your business data, processes, and confidential information
• Your company name, logos, branding, and trademarks
• Content you provide for websites or other deliverables
• Custom code and configurations developed specifically for your project (upon full payment)

Our Intellectual Property:

TDA Consulting retains ownership of:

• Proprietary methodologies, frameworks, and processes
• Reusable code libraries, templates, and components
• Our company name, logos, and branding
• Pre-existing intellectual property incorporated into your project
• Know-how and expertise developed through our work

License and Usage:

Upon full payment, you receive a perpetual, non-exclusive license to use any of our proprietary components included in your delivered solution for your business operations. You may not resell, redistribute, or create derivative works from our proprietary components without written permission.

We reserve the right to use anonymised project learnings, case studies (with your permission), and general insights to improve our services and methodologies.

8. Warranties and Limitations

What We Guarantee:

• Services will be performed with professional care and skill in accordance with industry standards
• Fixed pricing as quoted in your proposal (no hidden fees or hourly rate surprises)
• Delivered solutions will be functional and meet the specifications outlined in your proposal at time of delivery
• 30-day performance review period: If delivered automation doesn't meet agreed performance targets, we'll remediate at no extra cost
• Code and configurations will be free from material defects at time of delivery

What We Don't Guarantee:

• Specific business outcomes, revenue increases, or exact ROI figures (these depend on many factors outside our control, including market conditions, your business practices, and user adoption)
• Uptime, availability, or performance of third-party services (APIs, platforms, hosting providers)
• 100% accuracy of AI outputs (AI is probabilistic by nature; accuracy targets will be specified in proposals)
• Compatibility with future updates, changes, or deprecations to third-party platforms and services
• Results if you modify, alter, or fail to properly maintain the delivered solutions
• Protection against changes in laws, regulations, or compliance requirements affecting your use of AI

Disclaimer of Warranties:

Except as expressly stated in these Terms or your project proposal:

• Our services are provided "as is" without warranties of any kind, whether express or implied
• We disclaim all implied warranties including merchantability, fitness for a particular purpose, and non-infringement
• We do not warrant that our services will be uninterrupted, error-free, or completely secure
• We are not responsible for delays or failures caused by circumstances beyond our reasonable control

Limitation of Liability:

To the maximum extent permitted by law:

• Our total liability for any project is limited to the total amount you paid for that specific project
• We are not liable for indirect, consequential, incidental, special, or punitive damages
• We are not liable for lost profits, lost revenue, lost data, business interruption, or loss of business opportunity
• These limitations apply regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise)
• These limitations apply even if we have been advised of the possibility of such damages

9. Confidentiality

Both parties agree to maintain the confidentiality of any confidential information shared during the course of our engagement.

Confidential Information Includes:

• Business processes, strategies, and proprietary methods
• Financial information, pricing, and business plans
• Customer data and business relationships
• Technical specifications and system architecture
• Any information marked as "confidential" or that a reasonable person would understand to be confidential

Our Confidentiality Obligations:

We will not disclose your confidential information to third parties except:

• With your written consent
• To our employees, contractors, or service providers who need access to perform services (all bound by confidentiality obligations)
• As required by law, court order, or government authority
• To protect our legal rights in case of disputes

Case Studies and Testimonials:

We may request permission to use your project as a case study or testimonial. This requires your explicit written consent. We will not share confidential details without permission and will provide drafts for your approval before publication.

10. Termination

Termination by Either Party:

Either party may terminate a project with written notice:

• You may terminate for any reason with 7 days' written notice
• We may terminate if you breach these Terms and fail to remedy within 14 days of written notice
• We may terminate immediately if you fail to pay invoices within 30 days of due date

Effect of Termination:

• You are responsible for payment of all work completed up to the termination date (calculated on a pro-rata basis for fixed-price projects)
• We will deliver any completed work upon receipt of final payment
• Any outstanding invoices become immediately due and payable
• We will return or destroy your confidential information upon request (subject to legal retention requirements)
• Provisions relating to confidentiality, intellectual property, warranties, limitations of liability, and dispute resolution survive termination

Ongoing Support Contracts:

Monthly support contracts may be cancelled by either party with 30 days' written notice. You will be charged for the full month in which notice is given.

11. Indemnification

You agree to indemnify, defend, and hold harmless TDA Consulting, its directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising from:

• Your breach of these Terms
• Your violation of any law or regulation
• Your violation of any third-party rights, including intellectual property rights
• Your misuse of delivered services or solutions
• Content you provide to us that infringes third-party rights
• Your failure to maintain appropriate security or access controls

12. Force Majeure

Neither party will be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to: acts of God, natural disasters, pandemics, war, terrorism, riots, government actions, internet or telecommunications failures, power outages, strikes, or failures of third-party service providers. The affected party will notify the other party promptly and use reasonable efforts to resume performance.

13. Dispute Resolution

Good Faith Negotiation:

If a dispute arises, both parties agree to first attempt to resolve it through good faith negotiation. Either party may initiate negotiations by providing written notice describing the dispute.

Mediation:

If negotiation does not resolve the dispute within 30 days, both parties agree to participate in mediation before commencing legal proceedings. Mediation will be conducted by a mutually agreed mediator in Sydney or Melbourne. Each party bears their own costs, and mediator fees are split equally.

Legal Action:

If mediation is unsuccessful, either party may commence legal proceedings. Both parties consent to the exclusive jurisdiction of the courts of New South Wales, Australia.

14. Governing Law

These Terms are governed by and construed in accordance with the laws of New South Wales, Australia. Any disputes will be resolved in the courts of New South Wales. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

15. General Provisions

Entire Agreement:

These Terms, together with any project proposals and agreements you accept, constitute the entire agreement between you and TDA Consulting and supersede all prior agreements, understandings, and communications.

Amendments:

We may modify these Terms at any time by posting updated Terms on our website with a new "Last updated" date. Material changes will be communicated via email to our mailing list. Continued use of our services after changes are posted constitutes acceptance of the updated Terms. Changes do not apply retroactively to existing projects unless mutually agreed in writing.

Severability:

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.

Waiver:

No waiver of any term or condition will be deemed a further or continuing waiver of such term or any other term. Our failure to enforce any right or provision will not constitute a waiver of that right or provision.

Assignment:

You may not assign or transfer these Terms or any project agreement without our written consent. We may assign our rights and obligations to any affiliate or in connection with a merger, acquisition, or sale of assets, with notice to you.

Independent Contractors:

TDA Consulting is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

Third-Party Beneficiaries:

These Terms are for the benefit of the parties only and do not create any rights for third parties.

Notices:

All notices must be in writing and sent to the contact details provided in Section 16. Email notices are considered delivered when sent to the addresses on record.

16. Contact Information

For questions, concerns, or notices regarding these Terms, please contact us:

ABN: 76 189 446 363