This Artificial Intelligence Service Agreement (the Agreement) is entered into between:
Syrgas Pty Ltd, ABN: 44 699 738 406, a company operating in Victoria, Australia (Syrgas Pty Ltd, we, us, or our).
The client identified in the applicable Statement of Work (the Client, you, or your). By signing the Statement of Work, the Client confirms it has read, understood, and agrees to be bound by the terms of this Agreement.
In this Agreement, unless the context requires otherwise:
Syrgas Pty Ltd will provide the Services described in each Statement of Work executed by both parties. Services may include any combination of the following:
Each Engagement will be governed by a Statement of Work that sets out the specific services, deliverables, timeline, fees, and any engagement-specific terms. In the event of any inconsistency between this Agreement and a Statement of Work, the Statement of Work prevails to the extent of the inconsistency.
Syrgas Pty Ltd will provide the Services with reasonable care and skill, in a professional and timely manner, and in compliance with applicable laws. Syrgas Pty Ltd makes no guarantee of specific business outcomes except where expressly stated in a Statement of Work.
The Client agrees to:
Syrgas Pty Ltd will not be liable for delays or deficiencies in the Services caused by the Client's failure to meet its responsibilities under this clause.
Syrgas Pty Ltd uses AI Tools to assist in the delivery of Services. The AI Tools used in connection with each Engagement are listed in Schedule 2. Syrgas Pty Ltd will not introduce new AI Tools that process Client Data without first notifying the Client and obtaining written consent.
Syrgas Pty Ltd maintains human oversight of all AI-assisted outputs before they are delivered to the Client or deployed in the Client's systems. Syrgas Pty Ltd will document human review checkpoints for each Engagement in the AI Governance Checklist, a copy of which will be provided to the Client on request.
Syrgas Pty Ltd will not:
The Client acknowledges that AI-generated outputs may contain errors, inaccuracies, or biases. Syrgas Pty Ltd will use reasonable efforts to identify and correct such errors before delivery but cannot guarantee that all AI outputs are free from inaccuracy. The Client is responsible for reviewing all AI-assisted deliverables before acting on them.
Syrgas Pty Ltd may update Schedule 2 from time to time as tools are added, modified, or removed from the approved list. Syrgas Pty Ltd will provide the Client with at least 14 days written notice before introducing any new AI Tool that will process Client Data.
The collection, processing, storage, and deletion of Client Data is governed by the Data Handling Addendum attached as Schedule 1. The Data Handling Addendum is incorporated into and forms part of this Agreement. The full text of the Data Handling Addendum is available at syrgas.com.au/data-handling-addendum.
The Client always retains ownership of all Client Data. Syrgas Pty Ltd processes Client Data solely for the purpose of performing the Services and has no claim to Client Data beyond what is necessary for that purpose.
Both parties agree to comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in relation to any Personal Information handled under this Agreement. Each party is responsible for its own compliance with applicable privacy laws.
Where Syrgas Pty Ltd designs, configures, or operates email automation sequences on behalf of the Client, the Client warrants that it has obtained all necessary consents from recipients in accordance with the Spam Act 2003 (Cth). Syrgas Pty Ltd will implement unsubscribe mechanisms in all automated email sequences and will not contact individuals who have unsubscribed.
On termination or expiry of this Agreement, or on written request by the Client, Syrgas Pty Ltd will return all Client Data in a commonly used format and delete all copies of Client Data from its systems within 30 days, except where retention is required by law.
The fees for each Engagement are set out in the applicable Statement of Work. Syrgas Pty Ltd reserves the right to adjust fees for future Engagements with at least 30 days written notice.
Unless otherwise agreed in a Statement of Work:
If payment is not received within 14 days of the due date, Syrgas Pty Ltd may charge interest on the outstanding amount at the rate of 10% per annum calculated daily from the due date; suspend delivery of Services until all outstanding amounts are paid; or terminate this Agreement in accordance with clause 10. Syrgas Pty Ltd will provide written notice before suspending Services for non-payment.
Unless otherwise stated, all fees are exclusive of GST. Where GST applies, it will be added to the invoice at the current rate. Syrgas Pty Ltd will provide a valid tax invoice for all amounts to which GST applies.
If the Client disputes any invoice, the Client must notify Syrgas Pty Ltd in writing within 5 business days of receipt of the invoice, specifying the basis of the dispute. The parties will work in good faith to resolve the dispute. Undisputed amounts remain due and payable.
The Client retains all Intellectual Property Rights in Client Data and any materials provided by the Client to Syrgas Pty Ltd for the purposes of the Services. Nothing in this Agreement transfers ownership of Client materials to Syrgas Pty Ltd.
Syrgas Pty Ltd retains all Intellectual Property Rights in its methodologies, frameworks, processes, templates, and tools developed by Syrgas Pty Ltd independently of any Engagement. The Client is granted a non-exclusive, non-transferable licence to use such materials solely in connection with the Services during the term of this Agreement.
On receipt of full payment for an Engagement, Syrgas Pty Ltd assigns to the Client all Intellectual Property Rights in the Deliverables created specifically for that Engagement, except for any Syrgas Pty Ltd methodology, templates, or tools embedded in those Deliverables, which remain the property of Syrgas Pty Ltd and are licensed to the Client on the terms in clause 7.2.
Syrgas Pty Ltd may use anonymised Engagement outcomes as a case study or testimonial for marketing purposes. The Client's consent is required to use named materials. Where consent is given, the Client may revoke it at any time with 14 days written notice, upon which the materials will be reverted to their anonymised state.
Each party agrees to keep the other party's Confidential Information strictly confidential; not disclose Confidential Information to any third party without the disclosing party's prior written consent; use Confidential Information only for the purpose of performing obligations or exercising rights under this Agreement; and take reasonable steps to protect the other party's Confidential Information from unauthorised disclosure.
The obligations in clause 8.1 do not apply to information that is or becomes publicly available through no fault of the receiving party; the receiving party already knew at the time of disclosure; is independently developed by the receiving party without use of the Confidential Information; or is required to be disclosed by law, court order, or regulatory authority, provided the receiving party gives the disclosing party as much notice as practicable.
The obligations of confidentiality in this clause survive termination or expiry of this Agreement for a period of three years.
To the maximum extent permitted by law, Syrgas Pty Ltd's total liability to the Client arising out of or in connection with this Agreement or the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the total fees paid by the Client to Syrgas Pty Ltd under the applicable Statement of Work in the 12 months preceding the event giving rise to the claim.
To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, or consequential loss or damage, including loss of profit, loss of revenue, loss of data, loss of goodwill, or loss of business opportunity, arising out of or in connection with this Agreement, even if advised of the possibility of such loss.
Each party (the Indemnifying Party) indemnifies the other (the Indemnified Party) against any loss, damage, liability, cost, or expense (including reasonable legal costs) suffered or incurred by the Indemnified Party arising from the Indemnifying Party's breach of this Agreement; the Indemnifying Party's negligence or wilful misconduct; or, in the case of the Client, any breach of applicable privacy laws arising from the Client's failure to obtain necessary consents for the processing of Personal Information.
Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by any legislation (including the Australian Consumer Law) where to do so would be unlawful or would cause any part of this Agreement to be void. To the extent that such legislation implies terms into this Agreement that cannot be excluded, Syrgas Pty Ltd's liability for breach of such implied terms is limited, to the extent permitted by law, to the re-supply of the relevant services.
This Agreement commences on the date of signing and continues until terminated in accordance with this clause. Each Statement of Work has its own duration as specified therein.
Either party may terminate this Agreement or any Statement of Work by providing 30 days written notice to the other party. Where a fixed-term Statement of Work is terminated for convenience before completion, the Client is liable for all fees for work completed to the date of termination, plus any reasonable costs incurred by Syrgas Pty Ltd that cannot be recovered.
Either party may terminate this Agreement immediately by written notice if the other party materially breaches this Agreement and fails to remedy that breach within 14 days of receiving written notice requiring it to do so; becomes insolvent, bankrupt, or enters administration, receivership, or any form of external management; or ceases or threatens to cease carrying on business.
On termination of this Agreement: all rights and licences granted under this Agreement immediately terminate; the Client must pay all outstanding invoices within 7 days; each party must return or destroy the other's Confidential Information in accordance with clause 8; Syrgas Pty Ltd will return or delete Client Data in accordance with clause 5.5; and clauses 5, 7, 8, 9, and 11 survive termination.
This Agreement is governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia.
If a dispute arises in connection with this Agreement, the parties must first attempt to resolve it through good faith negotiations between senior representatives. If the dispute is not resolved within 20 business days of written notice of the dispute, either party may refer the matter to mediation before commencing litigation. The cost of mediation is shared equally.
This Agreement (including all Schedules and Statements of Work) constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior negotiations, representations, warranties, or agreements. Any variation must be in writing and signed by both parties.
A party's failure to exercise or delay in exercising any right under this Agreement does not constitute a waiver of that right. A waiver of a breach does not constitute a waiver of any subsequent breach.
If any provision of this Agreement is invalid, illegal, or unenforceable, it will be severed from this Agreement and the remaining provisions will continue in full force and effect.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other to any obligation.
Notices under this Agreement must be in writing and delivered by email to the addresses specified in the Statement of Work, or by registered post to the party's registered address. Notices are deemed received on the day of sending if sent by email before 5pm on a business day, or the following business day if sent after 5pm or on a non-business day.
Neither party is liable for any failure or delay in performing its obligations to the extent caused by circumstances beyond its reasonable control, including acts of God, government actions, pandemics, or telecommunications failures. The affected party must notify the other as soon as practicable and use reasonable efforts to overcome the relevant circumstance.
The Client must not assign or transfer its rights or obligations under this Agreement without Syrgas Pty Ltd's prior written consent. Syrgas Pty Ltd may assign its rights and obligations under this Agreement to a successor entity, provided it gives the Client 30 days written notice.
The full text of the Data Handling Addendum is available at:
The following AI Tools are approved for use in connection with the Services. Syrgas Pty Ltd will not use any tool not listed below to process Client Data without prior written consent.
| Tool | Primary use | Data processed | Storage location |
|---|---|---|---|
| HubSpot | CRM, lead scoring, email automation, reporting | Contact data, deal data, email content | HubSpot US servers — GDPR compliant |
| Zapier | Workflow automation and data routing | Routing data between platforms | Zapier US servers — SOC 2 certified |
| Instantly.ai | AI-assisted email personalisation | Contact names, email addresses | Instantly.ai EU/US servers |
| Calendly | Meeting scheduling | Contact names, email addresses, availability | Calendly US servers |
| Lucidchart | Process mapping and diagramming | Process data — no personal data | Lucid Software US servers |
| Google Looker Studio | KPI dashboards and reporting | Aggregated performance data — no personal data | Google Cloud — Australian region preferred |
| Webflow | Website hosting and lead capture forms | Email addresses submitted via forms | Fastly CDN — global |
Syrgas Pty Ltd confirms that it has reviewed the data processing terms and privacy policies of each tool listed above and is satisfied that they are consistent with the obligations in this Agreement and the Data Handling Addendum. Syrgas Pty Ltd will update this Schedule when tools are added or removed and will provide the Client with 14 days written notice before introducing any new tool that will process Client Data.