Terms of Service

Workvolve, ABN 16 875 294 154. Part A covers every project we deliver. Part B adds to Part A when we build for an agency or consultancy that resells the work to its own client. Projects signed before 15 September 2026 stay on the terms they were signed under.

Part A - Services Terms

These terms apply to every project Workvolve delivers. They're written in plain English on purpose. Your proposal sets out exactly what we're building, the price and the timing. These terms cover how we work together around that.

1. How these terms work

1.1 In these terms, "we" and "us" mean Workvolve (ABN 16 875 294 154), and "you" means the business named in the proposal. The proposal (including its scope, price, timing and any schedule) and these terms together make up our agreement for that project.

1.2 If the proposal and these terms conflict, these terms win, unless the proposal expressly says it changes a specific clause.

1.3 You accept by signing the proposal (an electronic signature counts), paying the deposit, or telling us in writing to start.

1.4 The version of these terms in force on the day you accept applies to that project for its whole life. We won't change the terms for a project that's underway unless we both agree in writing.

2. What's in scope

2.1 We'll deliver the work described in the proposal's scope (the "Scope"). The Scope is the complete list of what's included. If something isn't written in the Scope, it isn't included.

2.2 The proposal may also list what's not included, what we need from you, and how we'll both know the work is done (the acceptance criteria). These all form part of the Scope.

2.3 Any estimate in a proposal of hours saved, costs avoided or other business results is a good-faith estimate, not a promise (see clause 10).

3. Changes

3.1 A "Change" is any work outside the Scope. Common examples:

• new features, extra workflows, or extra systems and integrations
• logic or behaviour that's different from what the Scope describes
• more rounds of adjustments than the Scope includes
• data cleanup, migration or reformatting
• training beyond what the Scope includes
• work needed because something on your side changed, such as a new tool, process or requirement

3.2 Ask for a Change in writing (email is fine). Within 2 business days we'll reply with a fixed price or a day-rate estimate, plus any effect on the timeline.

3.3 We only start a Change after you approve it in writing. Approved Changes are invoiced as quoted and are due on the payment terms in clause 8, unless we agree otherwise.

3.4 If we choose to make a small tweak at no charge, that's a one-off courtesy. It doesn't change the Scope and doesn't create an obligation to do further work for free.

3.5 Either of us can suggest moving a Change to a later phase so the original delivery stays on time.

4. What we need from you

4.1 You'll:

• give us the access, logins, data, examples and decisions listed in the proposal (or reasonably needed) within 3 business days of kickoff
• nominate one person who can make decisions and give feedback
• reply to our questions within 2 business days
• make sure you're allowed to share the data and access you give us

4.2 Our timelines depend on this. If something we need arrives late, the timeline moves by at least the same amount. We're not responsible for delays caused while we're waiting on you or a third party.

4.3 If a project is paused on your side for more than 15 business days, we may invoice for the work completed so far and reschedule the rest around our availability.

4.4 If we haven't heard from you for 30 days, we'll send a written reminder. If there's still no response 10 business days after that reminder, we may close the project, invoice for work completed to that point and hand over what's been built. Restarting is booked as new work.

5. Accounts, tools and running costs

5.1 Where possible, we build in accounts that you own and pay for (for example n8n, Anthropic, OpenAI, Xero, Microsoft 365 or Google Workspace). Subscription, usage and API costs are yours unless the proposal says otherwise.

5.2 Third-party services run under their own terms. We don't control their outages, pricing, usage limits or changes to their features and APIs. Work to adapt to those changes after acceptance is a Change, or is covered under a Care plan if you have one.

5.3 We'll keep your credentials secure, use them only for your project, and hand back or remove our access at handover or whenever you ask.

6. Testing, acceptance and handover

6.1 When a deliverable is ready, we'll tell you in writing and show you how to test it.

6.2 You then have 5 business days to test it against the acceptance criteria and send us one combined list of anything that doesn't work as the Scope describes.

6.3 We'll fix anything that doesn't meet the Scope and hand it back for re-testing. One round of adjustments within the Scope is included. Feedback asking for something different from the Scope is a Change.

6.4 A deliverable is accepted on the earliest of these:

• you tell us it's accepted
• you confirm it meets the acceptance criteria
• you start using it in your live business for anything other than testing
• 10 business days pass after we tell you it's ready and you haven't sent us a written list of issues, as long as we sent you a reminder at least 3 business days before that deadline

6.5 On acceptance we hand over everything the proposal lists, such as documentation, walkthrough videos, workflow exports and credentials.

7. The 30-day Fix Period

7.1 For 30 days after acceptance (the "Fix Period") we'll fix Defects at no charge.

7.2 A "Defect" is a failure we can reproduce, where the deliverable doesn't do what the Scope and acceptance criteria say it does, as it was when you accepted it.

7.3 These are not Defects. They're handled as Changes, or under a Care plan:

• new features, improvements, or behaviour different from the Scope
• changes to your processes, data, tools or requirements
• problems caused by changes made by you or anyone other than us
• third-party outages, plan or usage limits, expired credentials, failed subscription payments, or changes to a third party's API or platform
• missing, incorrect or unexpectedly formatted input data
• usage above the volumes described in the proposal
• normal variation in AI output that stays within the Scope (see clause 9)
• user error, or training needs beyond what the Scope includes

7.4 Report a Defect in writing with what happened, when it happened, and a screenshot or example. We'll respond within 2 business days and fix it within a reasonable time.

7.5 Once the Fix Period ends, support is available under a Care plan or at our day rate.

7.6 Nothing in this clause limits your rights under the Australian Consumer Law (see clause 12).

8. Payment

8.1 Prices are in Australian dollars. Workvolve isn't currently registered for GST, so no GST is charged. If we become registered, GST will be added at the applicable rate to invoices issued after that date.

8.2 Unless the proposal says otherwise, a 50% deposit is due on acceptance of the proposal, and the balance is due on acceptance of the deliverables. Larger projects may use the milestone payments set out in the proposal.

8.3 Work, and the timeline, starts once the deposit has cleared.

8.4 Invoices are due within 7 days of issue.

8.5 If an invoice is overdue, we may pause work after giving you 5 business days' written notice. Ownership of the deliverables only passes to you once they're paid for in full (clause 11).

8.6 Care plans and other monthly services are billed monthly in advance and can be cancelled by either party with 30 days' written notice. Included hours don't roll over to the next month.

9. AI features

9.1 AI models work on probability. Even a well-built system can sometimes produce output that's wrong, incomplete or inconsistent.

9.2 Where a system drafts, summarises, classifies, extracts or recommends, you're responsible for reviewing the output before relying on it, particularly for legal, financial, medical, compliance or customer-facing decisions. Where the Scope includes a human review step, we'll build it in.

9.3 Your use of AI models is also subject to the model provider's terms. We don't use your data to train AI models.

10. No guaranteed business outcomes

10.1 We build to the Scope with due care and skill. We can't guarantee specific business results, such as hours saved, revenue or conversion rates, because they depend on things outside our control.

11. Ownership

11.1 Once you've paid for them in full, you own the deliverables made specifically for your project (such as workflows, code, prompts and documentation), and we assign our rights in them to you.

11.2 We keep ownership of our pre-existing tools, templates, know-how and general-purpose components. Where any of these are part of your deliverables, you get a perpetual, royalty-free, non-exclusive licence to use and modify them in your business.

11.3 Third-party and open-source components remain under their own licences.

11.4 We may reuse general skills, techniques and non-confidential components that aren't specific to your business in other work.

11.5 Until you've paid in full, you have a licence to use the deliverables only for testing and for the project.

11.6 To the extent the law allows, we consent to you modifying the deliverables and using them without attributing them to us.

12. Australian Consumer Law and liability

12.1 Our services come with guarantees that can't be excluded under the Australian Consumer Law. Except as permitted by clause 12.2 and the Australian Consumer Law, nothing in these terms excludes, restricts or modifies any right or remedy you have under that law.

12.2 Where our services aren't of a kind ordinarily acquired for personal, domestic or household use, our liability for failing to meet a consumer guarantee is limited, to the extent the law allows, to supplying the services again or paying the cost of having them supplied again.

12.3 Subject to clause 12.1, each party's total liability arising out of or in connection with a project is limited to the fees paid and payable for that project. This cap doesn't apply to your obligation to pay our invoices, a breach of confidentiality, fraud or wilful misconduct, or any liability that can't be limited by law.

12.4 Subject to clause 12.1, neither party is liable for indirect or consequential loss, including loss of profit, revenue or data, or business interruption.

12.5 You're responsible for keeping reasonable backups of your data. Any liability we have for lost data is reduced to the extent reasonable backups would have prevented the loss.

13. Confidentiality and privacy

13.1 Each party will keep the other's confidential information confidential and use it only for the project. This doesn't apply to information that's already public, or that must be disclosed by law.

13.2 We'll handle personal information in line with the Australian Privacy Principles, use it only to deliver the project, and let you know promptly if we become aware of unauthorised access to your data while it's in our control.

13.3 If your project involves health, NDIS, financial or other sensitive information, tell us before you share it and we'll agree in writing how it's handled, such as de-identification and where it's stored.

14. Portfolio and references

14.1 Unless you ask us not to in writing, we may name your business as a client and describe the type of work we did in general terms.

14.2 We'll never publish your confidential information, data or figures without your approval, and any case study that uses your name or numbers needs your OK first.

15. Ending a project

15.1 Either party can end a project by giving 10 business days' written notice.

15.2 Either party can end a project immediately by written notice if the other seriously breaches these terms and doesn't fix the breach within 10 business days of being asked in writing, or becomes insolvent.

15.3 If a project ends early, you pay for work done and costs committed up to the end date, with the deposit applied to that amount. If the work done is worth less than the deposit, we'll refund the difference. We'll hand over the completed work that's been paid for within 7 days.

15.4 Clauses about payment, ownership, confidentiality, liability and disputes continue after a project ends.

16. Disputes

16.1 If something goes wrong, we'll talk first. Either party can give written notice of a dispute, and we'll both make a genuine effort to resolve it within 15 business days.

16.2 If that doesn't resolve it, either party can refer the dispute to mediation in Brisbane before starting court proceedings. This doesn't stop either party seeking urgent court orders, or us recovering unpaid invoices.

16.3 These terms are governed by the laws of Queensland, and the courts of Queensland have jurisdiction.

17. General

17.1 We're an independent contractor. Nothing in this agreement creates employment, partnership or agency.

17.2 Neither party is liable for a delay or failure caused by events beyond its reasonable control, as long as it tells the other party promptly and does what it reasonably can to keep going.

17.3 Notices must be in writing. Email to the addresses in the proposal is fine.

17.4 If a project is contracted through Upwork or another marketplace, that platform's terms govern payments, escrow and platform disputes. These terms apply to everything else, to the extent they're consistent with the platform's terms.

17.5 Neither party may transfer this agreement without the other's written consent, which won't be unreasonably withheld.

17.6 If any part of these terms is unenforceable, it's severed and the rest continues. This agreement is the entire agreement about the project and replaces earlier discussions about it.

17.7 Electronic signatures and signed copies exchanged electronically are valid.

Schedule 1 - The Automation Sprint

This schedule applies when a proposal is for an Automation Sprint. It adds to the terms above.

S1. What a Sprint is

S1.1 One automation that solves one clearly defined problem, for a fixed price, built within a fixed window of 10 business days.

S2. What's included

S2.1 Every Sprint includes:

• a 30-minute kickoff call to confirm the Scope, access and acceptance criteria
• one core workflow connecting up to 3 systems (for example email, a CRM and Xero)
• error handling, with an alert when something fails
• testing on real or realistic data
• one round of adjustments within the Scope
• a handover document and a recorded walkthrough video
• the 30-day Fix Period in clause 7

S3. What's not included

S3.1 A Sprint doesn't include:

• additional workflows or systems
• custom apps, dashboards or portals
• data cleanup or migration
• third-party subscriptions or usage costs
• staff training beyond the walkthrough video
• changes after acceptance, which are Changes or covered by a Care plan

S4. The 10-day build window

S4.1 The window starts on the later of the day your deposit clears and the day we receive everything on the kickoff checklist.

S4.2 The window pauses whenever we're waiting on you or on a third party, and restarts once we have what we need.

S4.3 On-time promise: if we don't hand the Sprint over for testing within the build window for reasons within our control, we'll take 10% off the final invoice.

S5. If it's bigger than a Sprint

S5.1 If the kickoff call shows the problem needs more than a Sprint, we'll tell you before we start building. You can then re-scope it as a larger project, or end the Sprint and receive a full refund of your deposit.

Part B - White-label Partner Terms

These terms apply when Workvolve builds for an agency, consultancy or other business (the "Partner") that sells the work to its own client (the "End Client").

The Workvolve Services Terms apply to every partner project, with the additions and changes below. Where the two conflict, these Partner Terms win. In the Services Terms, "you" means the Partner.

P1. Who does what

P1.1 The Partner owns the End Client relationship, its contract with the End Client, its pricing and its billing. Our agreement is with the Partner only. The End Client isn't a party to it.

P1.2 The Partner sets its own price to the End Client. We charge the Partner the partner price in the proposal.

P1.3 Where the Services Terms need something from the End Client (access, data, feedback, testing or acceptance), the Partner is responsible for getting it to us on time.

P2. Payment doesn't depend on the End Client

P2.1 The Partner pays our invoices on the agreed terms whether or not the End Client has paid the Partner.

P3. Keeping scope aligned

P3.1 The Partner won't promise the End Client more than the Scope, timeline, Fix Period or support set out in our proposal. If it does, the Partner is responsible for the difference, and indemnifies us against End Client claims that arise from promises the Partner made beyond our proposal.

P3.2 The Partner's contract with the End Client should cover at least: that AI output must be reviewed, that third-party services and their costs sit outside the build, and reasonable limits on liability. We give the Partner a plain-English summary it can use for this.

P3.3 Change requests from the End Client come to us through the Partner, and we quote the Partner.

P4. Working under the Partner's brand

P4.1 The Partner is the End Client's point of contact. We won't contact the End Client directly unless the Partner asks us to or approves it, for example to connect accounts or join a call.

P4.2 When we join End Client conversations, we do so as part of the Partner's delivery team and follow the Partner's reasonable branding instructions. Everything the End Client sees, such as proposals, reports, dashboards and user guides, can carry the Partner's branding.

P5. Credit

P5.1 Every build includes a short "Technical delivery: Workvolve" credit in the technical handover documentation and system notes, such as workflow descriptions and README files. This is standard on every project. It tells whoever maintains the system who built it, and it doesn't appear in the End Client's marketing or in client-facing material such as proposals, reports, dashboards and user guides.

P5.2 We may describe the work in our portfolio by industry and type of build, without naming the End Client or sharing confidential details. We'll only name the Partner or the End Client publicly with their written approval.

P5.3 If a government or enterprise procurement process requires external delivery suppliers to be disclosed, the Partner may disclose us, and we'll provide the information reasonably requested.

P6. We won't go around the Partner

P6.1 During a project, and for 12 months after we last deliver work for that End Client through the Partner, we won't solicit or accept work from that End Client directly without the Partner's written consent. If the End Client approaches us, we'll refer them back to the Partner.

P6.2 This doesn't apply to a business that was already our client, or already in discussions with us, before the Partner introduced them.

P7. Ownership

P7.1 Once the Partner has paid in full, ownership under clause 11 of the Services Terms passes to the Partner, or directly to the End Client if the Partner asks in writing.

P7.2 Where possible we build in accounts the End Client owns, so the End Client has control of its systems from day one.

P8. Fixes and ongoing support

P8.1 The Fix Period in clause 7 of the Services Terms applies. The Partner reports Defects to us and can copy in the End Client.

P8.2 The Partner can resell a Workvolve partner Care plan. Unless we agree otherwise, the Partner provides first-line support to the End Client and we support the Partner.

P9. Confidentiality both ways

P9.1 The Partner's pricing to the End Client, the End Client's identity and the End Client's data are confidential to the Partner. Our partner pricing and methods are confidential to us.

P10. No lock-in

P10.1 There's no exclusivity, minimum volume or retainer. Both parties are free to work with others.

Summary partners can use in their client agreements

• Your system is built by Workvolve inside accounts you own. The included work is listed in the scope, and anything outside it is quoted separately before any work starts.
• Subscriptions and usage costs for the tools your system runs on (for example n8n, OpenAI or Anthropic, Xero) are paid by you directly to those providers.
• For 30 days after you accept the build, we fix anything that doesn't work as the scope describes, at no cost. New features, changes to your process and changes made by third-party providers aren't covered.
• AI systems can make mistakes. Please review AI-generated drafts, summaries and classifications before relying on them for important decisions.
• The technical handover documentation credits Workvolve as the builder, so whoever maintains it in future knows where it came from.

Contact

Questions about these terms: ben@workvolve.com. Workvolve, ABN 16 875 294 154, Brisbane, Queensland, Australia.