Legal Document

Terms of Engagement

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These Terms apply to all engagements including the Clarify Diagnostic, the AI Signal Check, bespoke project work, and any ongoing retainer arrangements.

1. Definitions

Clarify	ClarifyAI Pty Ltd (ABN 85 696 284 723), trading as Clarify.
Client	The business or individual that has engaged Clarify for services.
Diagnostic	The Clarify Diagnostic service: a written review of the Client's brand positioning, messaging, website, and digital presence, delivered with a recommendations document and walkthrough call.
AI Signal Check	The AI Signal Check service: a written assessment of how AI tools describe, rank, and recommend the Client's business, delivered as an AI Signal Snapshot, a Findings Report, and a Prioritised Action List.
Deliverables	Any documents, reports, copy, designs, recommendations, or other materials produced by Clarify as part of an Engagement.
Engagement	Any project, diagnostic, check, or retainer arrangement between Clarify and the Client, as described in a proposal, scope of work, or confirmed by payment.
Fees	The amounts payable by the Client to Clarify as set out in a proposal, scope of work, or invoice, inclusive of GST where stated.
Intellectual Property	All copyright, trade marks, patents, designs, and other intellectual property rights, whether registered or unregistered.
Scope of Work	The written description of services, deliverables, timeline, and fees agreed between the parties for a specific Engagement.
Confidential Information	Any non-public business, financial, operational, or strategic information disclosed by either party in connection with an Engagement.

2. Commencement and Scope

2.1 An Engagement commences when the Client pays a deposit invoice or the full fee invoice issued by Clarify, whichever occurs first. No work will begin until payment is received.

2.2 The services to be provided by Clarify are described in the applicable proposal or Scope of Work. Clarify will not be obligated to perform services outside the agreed scope without a written variation agreed by both parties.

2.3 Clarify will use reasonable skill and care in providing its services. Clarify does not guarantee specific commercial outcomes arising from its Deliverables, including improvements to website traffic, search rankings, revenue, or client acquisition.

2.4 Where the Engagement includes the Clarify Diagnostic or the AI Signal Check, each stands as a complete and independent service. There is no obligation on either party to proceed with further work following delivery.

3. Fees and Payment

3.1 All fees are stated in Australian dollars and are inclusive of GST unless otherwise stated. Clarify is registered for GST.

3.2 For project-based Engagements, a deposit of 50% of the total fee is required to confirm the Engagement and reserve capacity. The remaining 50% is due on delivery of the final Deliverables.

3.3 For the Clarify Diagnostic, the full fee of $2,450 (inc. GST) is payable in advance. No discovery session will be scheduled until payment is received.

3.3a For the AI Signal Check, the full fee of $1,250 (inc. GST) is payable at the time of order via Clarify's website. Work commences once payment is confirmed. No work will begin prior to payment being received and cleared.

3.3b The AI Signal Check fee is non-refundable once the Client's brief has been submitted and payment has been received. This is because work commences promptly upon receipt of the brief. Nothing in this clause limits any rights the Client may have under the Australian Consumer Law.

3.3c Clients who have purchased an AI Signal Check and subsequently engage Clarify for a Clarify Diagnostic will receive a credit of $1,250 (inc. GST) applied against the Diagnostic fee. This credit applies to the Client's first Diagnostic engagement only and is not transferable or redeemable for cash.

3.4 For monthly retainer Engagements, fees are invoiced monthly in advance on the first business day of each month. A minimum term of three months applies unless otherwise agreed in writing.

3.5 Invoices are payable within 7 days of the invoice date. Clarify reserves the right to suspend work if an invoice remains unpaid beyond this period.

3.6 If an invoice remains unpaid for more than 14 days after the due date, Clarify may charge interest on the overdue amount at the rate of 10% per annum, calculated daily, from the due date until the date of payment.

3.7 Clarify is not required to release any Deliverables until all outstanding invoices have been paid in full.

3.8 All fees are non-refundable once work has commenced, except as required by the Australian Consumer Law.

4. Client Obligations and Warranties

4.1 The Client agrees to provide Clarify with accurate, complete, and timely information, materials, and access reasonably required to perform the services. Clarify is not responsible for errors or omissions in Deliverables arising from inaccurate or incomplete information provided by the Client.

4.2 The Client warrants that any materials, content, images, or information it provides to Clarify for use in an Engagement (i) are owned by or licensed to the Client, (ii) do not infringe the intellectual property rights of any third party, and (iii) do not contain material that is unlawful, defamatory, or misleading.

4.3 The Client will provide feedback on draft Deliverables within the timeframe specified in the Scope of Work. Where no timeframe is specified, feedback is expected within 5 business days of delivery. Delays in providing feedback may affect the delivery timeline and Clarify accepts no responsibility for delays caused by the Client. Note: the AI Signal Check is delivered as a final report and does not include a revision round unless Clarify expressly agrees otherwise in writing.

4.4 The Client acknowledges that Clarify is engaged as an independent contractor and not as an employee. Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship between the parties.

5. Intellectual Property

5.1 All Intellectual Property in Deliverables created by Clarify under an Engagement vests in Clarify until the Client has paid all Fees in full. Upon receipt of full payment, Clarify assigns to the Client all Intellectual Property rights in the final Deliverables specific to that Engagement.

5.2 Clarify retains ownership of all underlying methodologies, frameworks, tools, templates, processes, and general know-how developed or used in the course of providing services, whether or not incorporated into Deliverables.

5.3 Clarify retains the right to reference the Engagement and describe the nature of work completed for the Client in its portfolio, case studies, and marketing materials, unless the Client requests otherwise in writing before the Engagement commences.

5.4 The Client grants Clarify a non-exclusive, royalty-free licence to use materials provided by the Client solely for the purpose of performing the agreed services.

6. Confidentiality

6.1 Each party agrees to keep the other party's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except as required by law or to professional advisors who are themselves bound by confidentiality obligations.

6.2 Clarify will not use the Client's Confidential Information for any purpose other than performing the agreed services.

6.3 Confidentiality obligations do not apply to information that (i) is or becomes publicly available other than through a breach of these Terms, (ii) was already known to the receiving party before disclosure, or (iii) is independently developed by the receiving party.

6.4 Clarify uses AI-assisted tools internally to support research, drafting, and idea development. Clarify takes reasonable steps to ensure that identifiable Client information is not input into third-party AI platforms without appropriate safeguards. All Deliverables are reviewed and authored by the Clarify team.

7. Liability and Disclaimers

7.1 To the maximum extent permitted by applicable law, Clarify's total liability to the Client for any claim arising out of or in connection with an Engagement (whether in contract, tort, or otherwise) is limited to the total Fees paid by the Client to Clarify in the three months preceding the event giving rise to the claim.

7.2 Clarify is not liable for any indirect, incidental, special, or consequential loss or damage, including but not limited to loss of revenue, loss of profit, loss of data, or loss of business opportunity, even if Clarify has been advised of the possibility of such loss.

7.3 Clarify's services constitute strategic and creative consultancy. Clarify does not provide legal, financial, accounting, or regulatory advice. The Client should seek independent professional advice before acting on any recommendations made by Clarify.

7.4 Clarify is not responsible for the performance of any third-party platforms, tools, or service providers recommended or used in the course of an Engagement (including but not limited to Squarespace, Stripe, Xero, or Calendly).

7.5 Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law that cannot lawfully be excluded.

8. Australian Consumer Law

8.1 Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled to cancel your service contract and receive a refund for the unused portion, or compensation for the reduced value of the service received.

8.2 For minor failures, Clarify is entitled to choose between remedying the failure or providing a refund.

9. Variations and Cancellation

9.1 Any variation to the agreed scope, timeline, or fees must be agreed in writing by both parties before additional work commences. Clarify reserves the right to issue a revised invoice for work that exceeds the agreed scope.

9.2 Either party may terminate an Engagement by giving 14 days written notice to the other party. In the event of termination by the Client, the Client remains liable for all Fees for work completed up to the date of termination, plus any non-cancellable third-party costs incurred by Clarify on the Client's behalf.

9.3 Clarify may terminate an Engagement immediately and without notice if the Client fails to pay any invoice by the due date and does not remedy that failure within 7 days of receiving written notice, or if the Client acts in a manner that Clarify reasonably considers to be abusive, threatening, or in breach of these Terms.

9.4 Upon termination, each party must return or destroy the other party's Confidential Information. Clauses 5, 6, 7, and 10 survive termination of any Engagement.

10. General

10.1 Governing law. These Terms are governed by the laws of Victoria, Australia. Any dispute arising out of or in connection with these Terms will be subject to the exclusive jurisdiction of the courts of Victoria.

10.2 Entire agreement. These Terms, together with any applicable proposal or Scope of Work, constitute the entire agreement between the parties and supersede all prior representations, negotiations, and agreements.

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

10.4 No waiver. Failure by either party to enforce any provision of these Terms does not constitute a waiver of that party's right to enforce it in the future.

10.5 Notices. All formal notices under these Terms must be in writing and sent to hello@clarifyai.com.au (for notices to Clarify) or to the email address provided by the Client at the time of Engagement.

10.6 Updates to these Terms. Clarify may update these Terms from time to time. The version in effect at the time an Engagement commences will govern that Engagement.

Effective date: May 2026