Effective as of 16 May 2025
SYMBIAN AI PTY LTD (Symbian) (ACN: 680 621 256) is committed to providing professional AI consulting services, custom AI building and training. These Terms and any document(s) referred to herein constitute the entire agreement between Symbian and the Client with respect to the supply of Products and Services and supersede all prior understandings, arrangements, and agreements. In these Terms, words with special meanings are defined in Section 12. A reference to the singular includes the plural and vice versa; "including" means "including, but not limited to," and "includes" means "includes without limitation."
(a) These Terms apply to any Proposal, Quote, or Statement of Work (SOW) submitted by Symbian and accepted by the Client. Acceptance and delivery of Products and Services will be governed solely by these Terms, and no other conditions contained in any Client documentation shall apply unless agreed in writing by both parties.
(b) Symbian shall perform the Services set out in the applicable Proposal, Quote, or SOW. If Symbian determines additional work outside the agreed Scope is required, it will promptly notify the Client in writing and obtain the Client's prior written approval.
(c) While performing any Services, Symbian agrees to:
(d) The Client agrees to provide Symbian with safe and timely access to its systems, facilities, and personnel, and to furnish any information reasonably required for the provision of the Services.
(e) For AI model optimization and fine-tuning engagements, the Client must make reasonable efforts to schedule any necessary re-verification testing within 90 days of receiving the deployment report. Additional retesting fees may apply if re-testing is required beyond the 90-day period.
If the Proposal or SOW indicates that subcontractors will be used, Symbian remains liable for their performance and for providing the Services.
(a) At any time during the Term, the Client may request to purchase Products offered for sale or resale by Symbian by submitting a purchase order that references these Terms.
(b) Symbian will confirm acceptance of the purchase order, notify the Client of the proposed delivery date, and advise of any variable price changes. Delivery of Products is deemed complete upon transfer of risk, with title passing on full payment.
The Client authorises Symbian and its Personnel to access and use the Client's networks, systems, and data as reasonably necessary to provide the Services. This includes access to training data, models, and AI infrastructure where applicable for the performance of AI consulting, development, and training services.
If the Services include, for example, AI Model Development, Training, or Assessment Services, the following additional provisions apply:
4.1 The Client agrees to pay for all Services rendered and Products supplied as set out in a valid tax invoice issued by Symbian.
4.2 Payment is due within 14 days (or as otherwise specified) from the receipt of the invoice.
4.3 All fees and prices are exclusive of applicable taxes unless stated otherwise. If taxes are charged, the Client agrees to pay the additional amounts concurrently with the invoice payment.
4.4 The Client shall not withhold payment on any invoice, and any disputes must be notified in writing within 5 business days of receipt of the invoice.
4.5 Symbian reserves the right to suspend credit or delivery of Products and Services if outstanding amounts are not settled.
Each party retains all rights in its own intellectual property.
Subject to the provisions herein, all intellectual property rights in Deliverables, Services, and any material produced by or on behalf of Symbian remain with Symbian. Subject to clause 5.3, Symbian grants the Client a non-exclusive, non-transferable licence for the Term (except as provided for documentary Deliverables which are licensed perpetually) solely for the purpose of enjoying the Services as set out in the Proposal, Quote, or SOW.
If any Third Party Material is supplied as part of the Services, its use is subject to the applicable third party's licence terms, and title remains with the third party unless otherwise agreed.
Unless explicitly stated otherwise in the applicable Proposal, Quote, or SOW:
(a) The Client retains all rights to any proprietary data provided to Symbian for AI model training purposes;
(b) AI models developed specifically for the Client using the Client's proprietary data are licensed to the Client for their internal business use; and
(c) Symbian retains ownership of any general AI methodologies, algorithms, techniques, and improvements developed during the engagement.
(a) Each party shall treat all Confidential Information (as defined in Section 12) received from the other as strictly confidential and shall not disclose it to any third party except as required for the performance of the Services or as mandated by law.
(b) Each party will take all reasonable measures to protect the confidentiality of the Confidential Information.
(c) Upon request or termination of this Agreement, the receiving party shall promptly return or securely destroy all Confidential Information.
Both parties shall comply with all applicable Privacy Laws in relation to the handling of Personal Information. The Client warrants that any Personal Information provided has been obtained with the necessary authorisations and consents, including appropriate consent for use in AI model training where applicable.
Symbian will maintain appropriate technical and administrative measures to protect its systems from Security Breaches. In the event of any Security Breach, both parties agree to notify the other promptly and cooperate to manage and mitigate the breach. For AI services specifically, Symbian will implement reasonable measures to prevent unauthorized access to training data, model parameters, and inference systems.
8.1 Each party warrants that it has the power, capacity, and authority to enter into and perform its obligations under these Terms.
8.2 Symbian warrants that it will perform the Services with reasonable skill, care, and diligence in accordance with industry standards for similar services.
8.3 Except as expressly stated in these Terms, all warranties, express or implied, are disclaimed to the fullest extent permitted by law.
8.4 Symbian specifically disclaims any warranty that AI models or systems will be error-free, will operate without interruption, or will achieve specific accuracy levels beyond those explicitly guaranteed in the Proposal, Quote, or SOW.
9.1 Except as provided herein, neither party shall be liable to the other, nor any third party, for any indirect, incidental, or consequential loss, including but not limited to loss of profits, revenue, or goodwill.
9.2 Symbian's aggregate liability under or in connection with these Terms for any claim shall be limited to the amount paid by the Client for the Services in the 12 months preceding the claim, except in cases of gross negligence, wilful misconduct, or breach of confidentiality or privacy obligations.
9.3 The Client acknowledges that AI systems involve inherent uncertainties and that Symbian is not liable for outcomes resulting from the use of AI models or systems, except to the extent such outcomes directly result from Symbian's failure to meet explicitly stated performance criteria in the Proposal, Quote, or SOW.
10.1 Either party may terminate this Agreement immediately by giving written notice if the other party:
(a) commits a material breach which is not remedied within 14 days of notice;
(b) becomes subject to an Insolvency Event; or
(c) is affected by an Event of Force Majeure continuing for at least 90 days.
10.2 On termination, Symbian will cease all Services and the Client shall promptly pay all outstanding amounts for Services rendered and Products delivered up to the termination date.
During the Term and for 12 months following its completion, the Client shall not solicit or employ any of Symbian's Personnel involved in the provision of the Services without Symbian's prior written consent, except through a public advertisement.
In these Terms, unless the context requires otherwise:
(a) Headings are for convenience only and do not affect the interpretation of these Terms.
(b) References to any gender include all genders.
(c) A reference to a person includes any legal entity.
(d) In case of any inconsistency between these Terms and any Proposal, Quote, or SOW, the written amendment agreed between the parties shall prevail.
Symbian complies with the Modern Slavery Act 2018 (Cth) and shall publish an annual modern slavery statement. Symbian undertakes reasonable commercial steps to identify and prevent modern slavery offences within its organisation and supply chains. Should Symbian become aware of any modern slavery offence that directly affects the performance of these Terms, it will promptly notify the Client in writing.
14.1 Neither party may assign its rights under these Terms without the other party's prior written consent, except that Symbian may assign its rights to any of its Related Bodies Corporate, including but not limited to Gridware.
14.2 Any notice required under these Terms shall be sent by email to the designated address provided in the relevant Proposal, Quote, or SOW.
14.3 Any dispute arising under these Terms shall, prior to any legal action, be submitted to mediation in accordance with mutually agreed procedures.
14.4 These Terms may be executed in counterparts, each of which shall be deemed an original, and an electronic signature shall have the same effect as a handwritten signature.
This Agreement constitutes the entire agreement between Symbian and the Client regarding the supply of the Products and Services and supersedes all prior negotiations and understandings.
Symbian AI PTY LTD (ACN: 680 621 256)
A member of the Gridware Group of companies
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