Engagement Terms
Last updated 1 June 2025
These terms apply to all services provided by wispCo Pty Ltd(“wispCo”, “we”, “us”) to a client (“you”). A project-specific Statement of Work (SOW) supplements these terms and prevails in the event of conflict.
These terms are governed by the laws of New South Wales, Australia.
1.Services
We provide AI, automation, and digital workflow services as described in a written Statement of Work agreed before any billable work begins. We do not commence project work without a signed or written confirmation of the SOW from both parties.
Discovery sessions may be subject to a separate fixed fee, agreed in writing in advance.
2.Quotes and statements of work
All quotes are provided in Australian dollars (AUD) inclusive of GST where applicable. Quotes are valid for 30 days from the date of issue.
Each SOW will include:
- A description of the deliverables
- The fixed price or billing arrangement
- An estimated timeline
- Any dependencies or assumptions that affect scope
Changes to scope are agreed in writing before additional work begins. We will not invoice for out-of-scope work without your prior approval.
3.Payment
Unless otherwise stated in the SOW:
- A 50% deposit is required before project work commences
- The remaining balance is due upon delivery of final deliverables
- Invoices are payable within 14 days of issue
Late payments may attract interest at the rate of 5% per annum above the Reserve Bank of Australia cash rate, calculated daily from the due date. We reserve the right to pause work on overdue accounts.
4.Intellectual property
Upon receipt of full payment, you own all custom deliverables created specifically for your engagement — including automations, integrations, reports, and documentation.
We retain ownership of:
- Pre-existing tools, templates, and frameworks we bring to the engagement
- General methodologies and know-how developed through our practice
Where we use third-party platforms or tools (e.g., Make, Zapier, n8n, HubSpot), your rights to those tools are governed by the respective platform’s terms. We will advise you of relevant platform terms during scoping.
5.Confidentiality
Both parties agree to keep confidential any information disclosed during the engagement that is identified as confidential, or that a reasonable person would recognise as confidential given the context.
We will not disclose details of your business, systems, data, or processes to third parties without your consent, except as required by law or as necessary to deliver the services (e.g., to a subcontractor bound by the same obligations).
This obligation survives the end of the engagement for a period of three years.
6.Data handling
Where we have access to your business data (including customer records, financial data, or internal documents) in order to deliver the services:
- We access only the data necessary for the agreed scope
- We document what access was granted and for what purpose
- We delete or return data upon completion of the engagement unless otherwise agreed
- We handle your data in accordance with our Privacy Policy and the Australian Privacy Principles
7.Warranties and liability
We warrant that the services will be delivered with reasonable care and skill. We do not warrant that any automation or AI system will be error-free or uninterrupted in operation.
To the extent permitted by law, our liability to you for any claim arising from the services is limited to the amount paid by you for the specific services giving rise to the claim in the three months preceding the claim.
We are not liable for indirect, consequential, or speculative losses, including loss of profits or data, except where such liability cannot be excluded under Australian consumer law.
Nothing in these terms excludes any rights you have under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010) that cannot be lawfully excluded.
8.Handover and documentation
Every project engagement includes a structured handover. At the end of the project, we will provide:
- Written documentation of what was built and how it works
- Access credentials or transfer of ownership for all accounts and tools created on your behalf
- A walkthrough session with the relevant members of your team
You will not be dependent on us to keep the systems we build operational after handover.
9.Termination
Either party may terminate an engagement with 14 days’ written notice. In the event of termination:
- You are liable for work completed and reasonable costs incurred to the date of termination
- We will deliver all completed work and access to that point
- The deposit is non-refundable if termination occurs after project work has commenced
We may terminate immediately if payment is more than 30 days overdue or if you breach any material term of these conditions and do not remedy the breach within 14 days of written notice.
10.Subcontractors
We may engage subcontractors to assist in delivering services. Where we do, we remain responsible for the quality of the work and ensure subcontractors are bound by confidentiality obligations equivalent to those in Section 5.
We will notify you if a subcontractor will have access to your data or systems.
11.Disputes
If a dispute arises, both parties agree to make a genuine effort to resolve it through direct negotiation before pursuing any formal process. Neither party will commence legal proceedings (other than urgent interlocutory relief) without first attempting this.
These terms are governed by the laws of New South Wales, Australia. Both parties submit to the non-exclusive jurisdiction of the courts of New South Wales.
12.Contact
For questions about these terms: