Last updated: 9 May 2026 — Valiant Partners Pty Ltd (ABN 77 636 173 307)
Please read these Terms carefully. By engaging our services or accepting a Statement of Work, you agree to be bound by these Terms. If you do not agree, do not proceed with an engagement.
Contents
In these Terms, the following definitions apply:
These Terms govern all engagements between Valiant AI and the Client. By:
the Client agrees to be bound by these Terms and the applicable Statement of Work. These Terms and the SOW together constitute the entire agreement between the parties in respect of the relevant engagement (Agreement).
Where there is any inconsistency between these Terms and a Statement of Work, the Statement of Work prevails to the extent of the inconsistency.
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.
Valiant AI provides AI agent design, configuration, and deployment services for Australian small and medium-sized businesses. Our core service model involves:
The precise deliverables, timeline, and inclusions for each engagement are specified in the applicable Statement of Work.
A fundamental characteristic of our service is that all deployed AI agent systems operate on the Client's own Virtual Machine. Valiant AI is not a software-as-a-service (SaaS) provider. There are no ongoing software licence fees payable to Valiant AI. The Client owns and controls the Deployed System upon handover.
Any material change to the agreed scope of Services must be agreed in writing by both parties. Requests for out-of-scope work will be assessed and quoted separately. Valiant AI is not obligated to perform out-of-scope work until a variation to the SOW has been agreed and (if applicable) additional fees have been confirmed.
Valiant AI may engage subcontractors or technical consultants to assist in delivering the Services. We remain responsible to the Client for the performance of all subcontracted work. We will ensure subcontractors are bound by appropriate confidentiality obligations.
Upon payment of all fees due under the applicable Statement of Work, the Client owns the Deployed System outright. This includes all agent configuration files, custom scripts, workflow automations, and Paperclip dashboard configurations created specifically for the Client under that engagement. There are no ongoing software licence fees, vendor lock-in, or dependency on Valiant AI's continued operation.
Notwithstanding clause 4.1, the Client acknowledges that Valiant AI retains all Intellectual Property Rights in:
Nothing in these Terms transfers Valiant AI's general IP to the Client beyond what is expressly stated in clause 4.1.
The Client retains ownership of all pre-existing Intellectual Property Rights in data, materials, and content provided to Valiant AI for the purposes of the engagement. The Client grants Valiant AI a limited, non-exclusive licence to use such materials solely to the extent necessary to deliver the Services.
The Deployed System may incorporate or interact with third-party AI models, APIs, and platforms (such as model inference providers). The Client's use of those platforms is governed by the respective third-party terms and licences. Valiant AI makes no representation or warranty regarding third-party platform terms and is not liable for changes to third-party pricing, availability, or terms.
The Client agrees to:
Fees for each engagement are set out in the applicable Statement of Work. Valiant AI may offer fixed-price engagements, time-and-materials arrangements, or a combination of both, as agreed with the Client.
Unless otherwise specified in the SOW:
If any invoice remains unpaid after the due date, Valiant AI reserves the right to:
Valiant AI will provide written notice before exercising suspension rights.
If the Client disputes any invoice in good faith, the Client must notify Valiant AI in writing within 7 days of receipt of the invoice, setting out the grounds for dispute. The parties will work together to resolve the dispute promptly. Undisputed portions of an invoice remain payable on the original due date.
Where applicable, GST will be added to fees at the prevailing rate. Valiant AI will issue tax invoices compliant with the requirements of the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Valiant AI warrants that:
AI agent systems operate based on probabilistic language models and automated logic. While we design agents to perform specific, well-defined tasks, Valiant AI does not warrant or guarantee specific business outcomes, revenue improvements, efficiency gains, or results from the use of the Deployed System. The Client acknowledges that AI systems may produce unexpected outputs and that human oversight of automated processes is the Client's responsibility.
Valiant AI makes no warranty regarding the availability, accuracy, or continuity of third-party AI model APIs or hosting platforms. Service interruptions caused by third-party providers are outside our control and do not constitute a breach of these Terms.
Nothing in these Terms excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by the ACL that cannot lawfully be excluded or limited. Where the ACL applies, our liability is limited to the extent permitted under section 64A of the ACL — for services, this means we may limit our liability to resupplying the services or paying the cost of having the services resupplied.
Subject to clause 7.4 and to the fullest extent permitted by law, Valiant AI is not liable to the Client for any indirect, incidental, special, or consequential loss or damage, including but not limited to:
arising out of or in connection with the Services, the Deployed System, or these Terms, even if Valiant AI has been advised of the possibility of such loss.
Subject to clause 7.4, Valiant AI's total aggregate liability to the Client under or in connection with these Terms (whether in contract, tort including negligence, statute, or otherwise) is limited to the total fees paid by the Client to Valiant AI under the applicable Statement of Work during the 12-month period immediately preceding the event giving rise to the claim.
The Client must take all reasonable steps to mitigate any loss or damage suffered. Valiant AI's liability is reduced to the extent that the Client's own acts or omissions contributed to the loss or damage.
Valiant AI accepts no liability for the acts or omissions of third-party AI model providers, cloud infrastructure providers, or any other third-party services used by the Deployed System. The Client's recourse in respect of such third parties lies against those parties directly under their respective terms of service.
The Client agrees to indemnify, defend, and hold harmless Valiant AI and its officers, employees, and contractors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal costs) arising out of or in connection with:
Each party (Receiving Party) agrees to keep confidential all non-public information disclosed by the other party (Disclosing Party) in connection with the engagement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure (Confidential Information).
The Receiving Party must:
These obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party; or (d) must be disclosed by law or court order, provided the Receiving Party gives prompt notice where legally permitted.
Confidentiality obligations survive termination of the Agreement for a period of three (3) years.
Either party may terminate an engagement by providing 14 days' written notice to the other party. On termination for convenience:
Either party may terminate this Agreement immediately on written notice if:
Upon termination of any engagement, for any reason:
If a dispute arises in connection with these Terms or any Statement of Work, either party may give written notice to the other identifying the nature of the dispute. Within 10 business days of that notice, representatives of both parties with authority to resolve the matter must meet (in person, by telephone, or by video conference) and attempt in good faith to resolve the dispute.
If the dispute is not resolved within 20 business days of the notice in clause 12.1 (or such longer period as agreed in writing), either party may refer the dispute to mediation administered by the Australian Disputes Centre (ADC), conducted in Sydney, New South Wales, in accordance with ADC mediation guidelines. The costs of mediation are shared equally unless the mediator determines otherwise.
If the dispute remains unresolved after mediation, either party may commence legal proceedings in a court of competent jurisdiction in New South Wales. Nothing in this clause prevents either party from seeking urgent interlocutory relief.
No action or claim arising out of or related to these Terms may be brought more than two (2) years after the cause of action accrued, to the fullest extent permitted by law.
These Terms and all Agreements made pursuant to them are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia.
These Terms, together with any applicable Statement of Work, constitute the entire agreement between the parties regarding their subject matter and supersede all prior agreements, representations, negotiations, and understandings (whether written or oral) between the parties.
Valiant AI may update these Terms from time to time by posting a revised version on our website. Updated Terms apply to engagements commenced after the date of posting. For existing engagements, material changes require written agreement by both parties.
If any provision of these Terms is held to be unlawful, void, or unenforceable, that provision is severed from these Terms without affecting the validity and enforceability of the remaining provisions.
A party's failure or delay in exercising a right under these Terms does not constitute a waiver of that right. A waiver of any breach is not a waiver of any subsequent or continuing breach.
The Client may not assign or transfer any rights or obligations under these Terms without Valiant AI's prior written consent. Valiant AI may assign these Terms to a related entity or in connection with a sale or restructure of its business on written notice to the Client.
Neither party is liable for any delay or failure to perform obligations under these Terms to the extent caused by circumstances beyond their reasonable control, including natural disasters, acts of government, internet outages, or third-party platform failures. The affected party must notify the other promptly and use reasonable endeavours to mitigate the impact.
Notices under these Terms must be in writing and delivered by email (with read receipt requested) or post to the parties' last known addresses. Notices are effective on the date of receipt.
For questions about these Terms or to discuss an engagement: