Terms of Service

Introduction & Agreement

Welcome to Supersonic Agency. These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and Supersonic Agency ("Supersonic", "we", "us", or "our"), governing your use of our AI automation, workflow, and agency services.

By engaging our services, accessing our website, or executing a Statement of Work or Service Agreement, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you may not use our services.

Definitions

The following terms are used throughout this document with the meanings set out below:

Services & Scope of Work

Supersonic Agency provides AI automation, workflow engineering, and related professional services as described in mutually agreed Statements of Work. The specific scope, deliverables, timeline, and fees applicable to each engagement are defined in the relevant SOW.

Supersonic reserves the right to:

• Determine the appropriate technical approach, tools, and methodology to fulfil the agreed scope of work
• Engage subcontractors or third-party specialists to assist in delivering the Services, provided Supersonic remains responsible for the quality of those Services
• Update, modify, or refactor Deliverables as required to meet performance, security, or compatibility standards
• Decline engagements that conflict with ethical standards, legal obligations, or our operational capacity

Supersonic makes no guarantees regarding specific business outcomes (including revenue targets, conversion rates, or cost savings) unless explicitly stated in writing in a signed SOW. All projections and estimates provided in sales materials or discussions are indicative only.

Client Obligations

To enable Supersonic to deliver the Services effectively, you agree to:

• Provide timely access — Grant access to necessary systems, APIs, data sources, and personnel within the timeframes specified in the SOW. Delays in access may result in revised timelines at no additional cost to Supersonic.
• Designated point of contact — Assign a primary contact with appropriate authority to make decisions on scope, approvals, and feedback throughout the engagement.
• Feedback and approvals — Respond to requests for feedback, approvals, and sign-off within reasonable timeframes (typically 3–5 business days, unless otherwise agreed).
• Accurate information — Provide accurate, complete, and lawfully obtained data and information required for the performance of Services.
• Compliance — Ensure that your use of the Deliverables complies with all applicable laws, regulations, and third-party platform terms of service.
• Credentials security — Maintain the confidentiality and security of any API keys, credentials, or access tokens provided by Supersonic or generated during the engagement.

Fees, Payments & Billing

All fees, payment schedules, and billing terms are specified in the relevant Statement of Work or Service Agreement. Unless otherwise agreed in writing:

• Project fees are typically invoiced 50% upfront and 50% upon completion, or as otherwise specified in the SOW.
• Retainer fees are billed monthly in advance and are due within 14 days of invoice date.
• Late payments accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid in full.
• Disputed invoices must be raised in writing within 7 days of receipt. Undisputed portions of any invoice remain payable by the due date.
• Taxes — All fees are exclusive of applicable taxes (including GST, VAT, or similar). Where applicable, tax will be added to invoices at the prevailing rate.

Supersonic reserves the right to suspend or terminate Services in the event of non-payment. Reinstatement following suspension may be subject to an administrative fee. All outstanding fees remain payable following termination.

Third-party platform costs (including API usage fees, software subscriptions, and cloud infrastructure costs) are the Client's responsibility unless explicitly included in the SOW as Supersonic-managed expenses.

Intellectual Property

Client ownership of custom Deliverables. Upon receipt of full payment for the relevant SOW, Supersonic assigns to the Client all right, title, and interest in Deliverables that are specifically and custom-built for the Client under that SOW, to the extent permitted by applicable law.

Supersonic retained IP. Supersonic retains all right, title, and interest in:

• Pre-existing tools, frameworks, templates, methodologies, know-how, and intellectual property developed prior to or independently of the engagement ("Background IP")
• Generic automation patterns, reusable components, and workflow architectures that are not specific to the Client's business
• Any tools, libraries, or systems developed by Supersonic for internal use or for use across multiple client engagements

Where Deliverables incorporate Background IP, Supersonic grants the Client a non-exclusive, royalty-free licence to use that Background IP solely in connection with the Deliverables for the Client's internal business purposes.

Client IP. The Client retains all ownership of Client Data and any pre-existing Client intellectual property. The Client grants Supersonic a limited licence to use Client IP solely to the extent necessary to perform the Services.

Portfolio use. Unless otherwise agreed in writing, Supersonic reserves the right to reference the Client as a customer and describe the nature of services provided (without disclosing confidential information) for marketing and portfolio purposes.

Confidentiality

Each party ("Receiving Party") agrees to keep confidential all non-public information disclosed by the other party ("Disclosing Party") in connection with these Terms or any SOW, and to use such information only to fulfil obligations or exercise rights under this agreement.

Confidential information does not include information that:

• Is or becomes publicly available through no fault of the Receiving Party
• Was already known to the Receiving Party prior to disclosure
• Is independently developed by the Receiving Party without reference to the Disclosing Party's information
• Is required to be disclosed by applicable law or court order, provided the Receiving Party gives reasonable prior written notice to the Disclosing Party where permitted

Confidentiality obligations survive termination of these Terms or any SOW for a period of 3 years, except with respect to trade secrets which are protected indefinitely.

Data & Privacy

Supersonic processes Client Data solely to the extent necessary to perform the Services. Our handling of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference.

The Client warrants that:

• It has the legal right to share any Client Data provided to Supersonic
• Client Data is provided and used in compliance with applicable data protection laws, including the Australian Privacy Act, GDPR where applicable, and any other relevant legislation
• It has obtained all necessary consents from individuals whose personal data is included in Client Data

Where required by applicable law, the parties will execute a separate Data Processing Agreement (DPA) governing the processing of personal data. Clients operating in regulated industries (healthcare, finance, legal) are responsible for ensuring their use of Supersonic's Services complies with sector-specific obligations.

Warranties & Representations

Supersonic warrants that:

• Services will be performed in a professional and workmanlike manner, consistent with industry standards
• Supersonic has the right, power, and authority to enter into these Terms and perform the Services
• To Supersonic's knowledge, the Deliverables will not infringe the intellectual property rights of any third party at the time of delivery
• Supersonic will comply with all applicable laws in performing the Services

Supersonic does not warrant that:

• Services will be error-free, uninterrupted, or meet specific performance benchmarks beyond those explicitly agreed in a signed SOW
• AI-generated outputs will be accurate, complete, or free from bias — the Client is responsible for reviewing and validating all AI-generated content before use
• Third-party platforms and APIs used in Deliverables will remain available, functional, or unchanged over time
• Any specific business outcomes (revenue, cost savings, efficiency gains) will be achieved

THE SERVICES ARE PROVIDED "AS IS" TO THE EXTENT PERMITTED BY LAW. SUPERSONIC DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Limitation of Liability

To the fullest extent permitted by applicable law:

• Supersonic's total aggregate liability arising out of or in connection with these Terms or any SOW shall not exceed the total fees paid by the Client to Supersonic in the 3 months immediately preceding the claim.
• Neither party shall be liable for indirect, incidental, consequential, special, or punitive damages — including loss of profits, loss of data, loss of business, or reputational damage — even if advised of the possibility of such damages.

These limitations apply regardless of the legal theory (contract, tort, negligence, or otherwise) giving rise to the claim. Certain jurisdictions do not permit limitations on implied warranties or liability — in such jurisdictions, limitations apply to the maximum extent permitted by law.

Nothing in these Terms limits liability for: death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded under applicable law.

Indemnification

The Client agrees to indemnify, defend, and hold harmless Supersonic Agency and its directors, employees, contractors, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• The Client's use of the Deliverables or Services in a manner not authorised by these Terms or the relevant SOW
• Client Data, including any claim that Client Data infringes the rights of a third party or violates applicable law
• The Client's breach of these Terms or any applicable law or regulation
• Any claim by a third party arising from the Client's deployment or use of AI systems or automations built by Supersonic

Supersonic will notify the Client promptly of any indemnifiable claim, and the Client will have the right to participate in the defence of such claims at its expense with counsel of its choosing.

Term & Termination

These Terms remain in effect for the duration of any active SOW or service engagement. Each SOW will specify its own term. For ongoing retainer engagements, either party may terminate with 30 days' written notice, unless the SOW specifies a different notice period.

Either party may terminate immediately if the other party:

• Materially breaches these Terms or an SOW and fails to remedy such breach within 14 days of written notice
• Becomes insolvent, is placed into administration, receivership, or liquidation
• Engages in fraudulent, illegal, or unethical conduct

Upon termination:

• All amounts owed to Supersonic become immediately due and payable
• Each party will return or destroy the other party's confidential information (subject to any legal retention obligations)
• Supersonic will provide the Client with any completed Deliverables to the extent paid for, in a reasonable handover format
• Provisions relating to IP, confidentiality, liability, indemnification, and dispute resolution survive termination

Acceptable Use

You agree not to use Supersonic's Services or Deliverables to:

• Violate any applicable law, regulation, or third-party rights
• Generate, distribute, or promote illegal, deceptive, harassing, or harmful content
• Circumvent or attempt to circumvent any security, access controls, or usage policies of third-party platforms
• Engage in unsolicited commercial communications (spam), or violate anti-spam laws
• Build AI systems intended to deceive consumers about their AI nature in contexts where disclosure is legally required
• Process personal data in violation of applicable data protection laws
• Engage in any activity that could damage Supersonic's reputation or relationships with third-party platform providers

Supersonic reserves the right to suspend or terminate Services immediately if it determines, in its reasonable judgement, that the Client is violating these acceptable use provisions.

Third-Party Platforms & Dependencies

Supersonic's Services often rely on, integrate with, or connect to third-party platforms, APIs, and services. The Client acknowledges and agrees that:

• Third-party platforms are subject to their own terms of service, which the Client is responsible for complying with
• Supersonic is not responsible for downtime, API changes, deprecations, pricing changes, or policy changes by third-party providers
• AI model outputs from providers such as OpenAI, Anthropic, Google, or others are subject to those providers' usage policies and inherent limitations
• Changes to third-party platforms may necessitate updates to Deliverables, which may require additional fees depending on scope

Supersonic will endeavour to notify the Client of material third-party changes that affect Deliverables and provide reasonable guidance on remediation options.

Dispute Resolution

In the event of a dispute arising out of or in connection with these Terms or any SOW, the parties agree to:

• Good faith negotiation — First attempt to resolve the dispute through direct negotiation between senior representatives of each party, for a period of no less than 20 business days from written notice of the dispute.
• Mediation — If negotiation fails, either party may refer the dispute to mediation before commencing arbitration or litigation. The mediator will be jointly appointed, or failing agreement, appointed by a recognised dispute resolution organisation.
• Arbitration or litigation — If mediation is unsuccessful, disputes shall be finally resolved by binding arbitration or through the courts of the applicable jurisdiction (see Governing Law below).

Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction.

Governing Law & Jurisdiction

These Terms and any dispute arising out of or in connection with them are governed by the laws of New South Wales, Australia, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of New South Wales, Australia.

For Clients based outside Australia, nothing in this clause prevents Supersonic from enforcing these Terms in any jurisdiction where the Client has assets or operations.

General Provisions

Entire Agreement. These Terms, together with any applicable SOW or Service Agreement, constitute the entire agreement between the parties relating to the subject matter hereof and supersede all prior negotiations, representations, and agreements.

Amendments. Supersonic may update these Terms from time to time. Clients will be notified of material changes with at least 30 days' notice. Continued use of the Services following the effective date constitutes acceptance of the updated Terms. Changes do not apply retroactively to active SOWs.

Assignment. The Client may not assign or transfer its rights or obligations under these Terms without Supersonic's prior written consent. Supersonic may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

Waiver. Failure to exercise or enforce any right under these Terms does not constitute a waiver of that right. No waiver is effective unless in writing.

Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.

Force Majeure. Neither party is liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, pandemics, government actions, or third-party infrastructure failures, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

Independent Contractors. The parties are independent contractors. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between the parties.

Notices. All formal notices must be in writing and delivered by email (with confirmation of receipt) or courier to the addresses specified in the relevant SOW.