Terms that read like I talk.

1. Who you are dealing with, and when these terms apply

In short: Fully Staffed is Mael Demets, a solo operator on the Gold Coast. These terms plus your written proposal are the whole deal. The summaries help you read, the clauses are the contract.

Fully Staffed is the trading name of Mael Demets, Gold Coast, Queensland, Australia ("I", "me"). "You" means the business that engages me.

These terms apply when you accept a proposal or quote from me in writing (email counts), instruct me to start work, or pay an invoice for the work, whichever happens first. Each engagement is described in a written proposal covering scope, deliverables, fees and timeline (the "Proposal"). The Proposal and these terms together form the agreement. If they conflict, the Proposal wins.

The "In short" boxes are convenience summaries only. They do not form part of the agreement, and they do not limit or modify the clauses they summarise.

I can update these terms for future engagements. For work already under way, changes only apply if I give you 30 days written notice, and if a change materially disadvantages you during a monthly service period, you may end the engagement before it takes effect without any exit cost.

2. What I do

In short: I design, build, deploy and monitor AI automations and agents. Each project has a setup phase with a fixed scope, then an optional month to month run phase.

The services are the design, configuration, deployment, monitoring and improvement of AI systems and automations for your business: agents that handle email, phone and chat, data pipelines, dashboards, and outbound message flows, as described in your Proposal.

Engagements normally have two phases: a setup phase (building and deploying the agreed systems, ending at handover) and an optional run phase (monitoring, support and improvements, billed monthly).

Anything outside the Proposal is a change. Changes are agreed in writing before the work starts, including their impact on price and timeline. Email is fine.

3. What you are responsible for

In short: You give me accurate business information and tell me when it changes, you give me the access I need, you name a decision maker, and you respond to approvals in reasonable time.

You agree to:

• provide accurate, current business information for the systems to rely on (prices, hours, policies, availability, product and service details), and tell me promptly when any of it changes;
• provide timely access to the accounts, systems and people needed to deliver the work;
• name a decision maker who can approve things;
• review and respond to approval requests within a reasonable time; and
• use the systems lawfully and per the agreed procedures.

I am entitled to rely on the information you provide. If your delays hold up the work, timelines extend accordingly; if a project stalls for more than 30 days because of missing input after I have asked in writing, I may invoice the current milestone and pause work until it resumes.

4. AI outputs: read this section twice

In short: Generative AI is probabilistic. Even in a well built system, individual outputs can be wrong, sometimes confidently wrong. I promise careful engineering and monitoring. I do not promise that every single AI reply, price or message will be correct. Before anything goes live we agree, in writing, which output types need a human check before they are relied on.

The systems I build use generative AI models. You acknowledge that generative AI is probabilistic by nature and may produce output that is inaccurate, incomplete, out of date or misleading, including statements that sound confident but are false. This is a known characteristic of the technology, not a defect in the services, and it can occur even when a system is properly designed and operated.

I warrant that I will design, build, configure and monitor the systems with due care and skill. I do not warrant that any individual AI generated output (a reply, a quoted price, a booking, a message, a report) will be accurate, complete or fit for a particular purpose.

Before any system goes live to your customers, we will agree in writing which categories of output are high stakes for your business (for example prices and quotes, health related content, legal or financial commitments, anything irreversible) and the review procedure for them. For those categories, you are responsible for the agreed human review before the output is relied on or acted on. For everything else, I monitor the systems at the cadence documented in your Proposal, and you remain the final decision maker on switching any automation on.

Outputs are not professional, legal, medical, tax or financial advice. Decisions made, prices honoured and communications sent in reliance on outputs remain your decisions.

I am not responsible for output errors to the extent they are caused by inaccurate, incomplete or outdated information supplied by you, by changes you did not tell me about, by your staff modifying prompts, configurations or source data, by bypassing an agreed review step, or by continuing to run a system after I have advised you in writing to pause it.

5. When something goes wrong

In short: Tell me fast, I fix fast, and you get an honest plain English account of what happened. Significant incidents get a written post mortem, not a shrug.

If you suspect a system has produced wrong output or misbehaved, tell me promptly. My obligations are to triage, correct the configuration or data, reprocess missed or mishandled items where that is possible, and, for significant incidents, give you a plain English written account of what happened, why, and what changed to prevent it recurring.

Both of us will keep reasonable logs of agent conversations, messages sent and system activity, and make them available to each other for investigating any incident.

6. Third party services

In short: Your accounts, your name, your payment method, billed at cost with itemised reports. I do not control Anthropic, OpenAI, Twilio or the like, and I am not responsible for their outages, price changes or decisions. If a provider changes, I will propose an equivalent.

The systems depend on third party services I do not control, including AI model providers, messaging, telephony and hosting providers. Third party accounts are opened in your name and on your payment method wherever the provider allows it. Their usage fees are yours and are passed through at cost, itemised in the usage reporting described in your Proposal. Their terms and acceptable use policies apply to your use of the systems, and you agree to comply with them.

I am not liable for third party outages, degraded performance, price changes, model deprecations or changes in behaviour, policy enforcement or feature removals. If a third party change breaks or materially degrades a system, I will propose a fix or a materially equivalent substitute provider; work beyond a reasonable swap is scoped as a change under clause 2.

7. Fees and payment

In short: Deposit before build, balance at go live, run fees monthly in advance, 14 day terms. If you do not pay, I stop MY services after notice. I never disable your systems and never hold your data or credentials over an invoice.

Fees are set out in your Proposal. Unless the Proposal says otherwise: setup work is invoiced as a deposit of 50 percent before the build starts and the balance at go live; run phase fees are invoiced monthly in advance; and invoices are payable within 14 days.

If an invoice is overdue, I may charge simple interest at the Reserve Bank of Australia cash rate plus 2 percent per annum, and, after giving you 7 days written notice, suspend my services (monitoring, support, improvements) until the account is brought current. Suspension applies to my services only: I will not disable systems you own, and I will never withhold your data, code, accounts or credentials because of an unpaid invoice.

If I am registered for GST, fees are exclusive of GST and it will be added and shown on invoices. Time spent fixing defects in my own work is never billed.

8. You own it all

In short: The code, configurations, prompts, workflows and documentation built for you are yours from the moment they are created, not from the moment of final payment. My reusable tools stay mine, and you get a permanent licence to everything needed to run and modify your systems, with or without me.

All deliverables created specifically for you under a Proposal (code, configurations, prompts, workflows, integrations and documentation) are assigned to you on creation, to the extent they attract intellectual property rights. Where material generated with AI assistance does not attract copyright under Australian law, I give you all rights I am able to give, including exclusive possession and control of it as between you and me.

I retain ownership of my pre existing tools, templates, scripts and know how. To the extent any of them are embedded in your deliverables, you have a perpetual, irrevocable, royalty free licence to use, modify and maintain them as part of your systems, including through staff, contractors or a successor provider.

Deliverables may include open source components, which remain governed by their own licences and are listed in your handover documentation.

I only name you as a client, or describe your project publicly, with your written consent.

9. Your data and privacy

In short: Your data stays yours. I touch it only to deliver the work, I keep credentials secure, I never use it to train AI models without written consent, and when we part ways I confirm hand back and delete my copies.

As between you and me, you own all data in and produced by your systems, including your customer data. I access and process it only as needed to deliver the services. I keep credentials you entrust to me secure and use them only for the engagement.

I will not use your data to train AI models, and I will configure third party AI services to opt out of provider training wherever the provider offers that control. Third party providers process data under their own terms through your accounts.

If your systems handle health information or other sensitive categories, we will agree the specific handling, storage and access rules for that engagement in the Proposal, and I will comply with the Privacy Act 1988 (Cth) requirements applicable to that data.

I will tell you promptly if I suspect unauthorised access to your data or credentials. When an engagement ends, I confirm hand back of everything, then delete the copies I hold within 30 days, except records I am legally required to keep.

10. Outbound messages: email, SMS and voice

In short: Automations that message your customers send in your name, and nothing goes live without your written approval of content and audience. I build the compliance mechanics (working unsubscribe, sender ID, kill switch). You are responsible for having consent for your lists and for what your industry allows you to say.

For systems that send messages to your customers or prospects: you are the sender and authoriser of every message, and messages are sent under your name, numbers, addresses and domains. No outbound flow goes live until you have approved its content, audience and schedule in writing.

I am responsible for the mechanics complying, including:

• a functional unsubscribe that is honoured promptly;
• accurate sender identification;
• washing call lists against the Do Not Call Register where phone contact is involved; and
• a documented kill switch you can operate yourself, on every outbound system, always.

You are responsible for:

• having the consent required by the Spam Act 2003 (Cth) for the contact lists you supply or approve;
• the accuracy and legality of approved message content; and
• rules specific to your industry, such as health services advertising restrictions.

11. Warranties and the Australian Consumer Law

In short: Your consumer guarantees under Australian law apply in full. Nothing here excludes them. Where the law allows it for business services, my liability for a service failure is to redo the affected work or cover the cost of having it redone.

The Australian Consumer Law gives you guarantees that cannot be excluded, restricted or modified, including that services will be provided with due care and skill, will be reasonably fit for any purpose you make known, and will be supplied within a reasonable time. Nothing in these terms excludes, restricts or modifies those guarantees or any other right you have that cannot lawfully be excluded.

The services are not of a kind ordinarily acquired for personal, domestic or household use. To the extent section 64A of the Australian Consumer Law permits, my liability for failing to comply with a consumer guarantee in relation to the services is limited, at my option, to supplying the affected services again or paying the cost of having them supplied again. Limitations of this kind are standard for business technology services and are reflected in my pricing.

12. Liability

In short: Neither of us pays the other for indirect losses like lost profits. Each side's total liability is capped at what you paid me in the last 12 months of the engagement. The cap works both ways, and it never touches rights the law says cannot be capped.

Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, including liability under the non excludable consumer guarantees, or liability for fraud or wilful misconduct, or for death or personal injury caused by negligence.

Subject to that:

• neither party is liable to the other for indirect or consequential loss, loss of profits, revenue, goodwill, anticipated savings or data, however arising;
• each party's total aggregate liability to the other arising out of or in connection with an engagement is capped at the fees paid and payable by you under the relevant Proposal in the 12 months before the event giving rise to the liability; and
• each party's liability is reduced proportionately to the extent the loss was caused or contributed to by the other party, including, in your case, by inaccurate information, unapproved modifications or bypassed review steps as described in clause 4.

13. Service levels, honestly

In short: I am one person, and I will not pretend to be a 24/7 NOC. Business hours on the Gold Coast, first response targets, production problems first. The monitoring cadence for your systems is written into your Proposal.

Support is provided in business hours, Queensland time. My target is to respond to requests by the next business day, and to prioritise anything that stops a production system over everything else. Monitoring is performed at the cadence documented in your Proposal. I do not warrant uninterrupted or error free operation, and I will give you advance notice of planned changes that could affect your systems.

14. Term, ending things, and the off switch

In short: Month to month after go live. Either of us can end it with 30 days notice. There are no exit fees, ever. You already hold the off switch and the runbooks from setup, so leaving is an ordinary event, not a hostage negotiation.

The setup phase ends at handover of the deliverables. The run phase, if you take it, is month to month. Either party may end an engagement with 30 days written notice, without exit fees or termination penalties. Either party may end immediately if the other becomes insolvent or commits a material breach that is not fixed within 14 days of written notice, including persistent non payment.

On exit: you already hold the documented stop procedures, runbooks and credentials from setup. I will confirm your access to everything, provide a final usage report, and complete the data hand back described in clause 9, at no charge. Additional migration or transition assistance beyond that is available at my standard rates. Fees for work already performed remain payable.

15. Confidentiality

In short: We keep each other's non public information confidential. You are always free to share your own systems, code and runbooks with advisers or a replacement provider. That is the point of them.

Each party will keep the other's non public business information confidential and use it only for the engagement, for three years after the engagement ends. This does not restrict disclosures required by law, to professional advisers, or, on your side, sharing your systems, code, documentation and runbooks with your staff, advisers or a successor provider under an equivalent duty of confidence.

16. If we disagree

In short: We talk first, then mediate, then court if we must. Queensland law, Queensland courts.

Before starting proceedings, the parties will attempt to resolve any dispute by good faith discussion for 14 days, then, if unresolved, by mediation administered by a Queensland mediator agreed between us. Nothing prevents either party seeking urgent injunctive relief or recovering undisputed debts. These terms are governed by the laws of Queensland, Australia, and the parties submit to the non exclusive jurisdiction of the courts of Queensland.

17. General

In short: The usual mechanics: subcontractors stay my responsibility, neither of us hands the contract to someone else without consent, unforeseeable events excuse delay, and the case studies on this site are real history, not a promise about your results.

• I may use subcontractors, and I remain fully responsible for their work.
• Neither party may assign the agreement without the other's consent, not to be unreasonably withheld, except as part of a sale of its business.
• Neither party is liable for delay caused by events beyond its reasonable control, provided it notifies the other and resumes as soon as practicable.
• If part of these terms is unenforceable, the rest stands.
• Notices may be given by email.
• These terms and the Proposal are the whole agreement on their subject matter, but nothing in them excludes liability for misleading or deceptive conduct or limits your rights under the Australian Consumer Law.
• The case studies, client names and metrics on this website are real historical results from real engagements. They are not a representation or guarantee of the results of your engagement.

18. This website and your enquiry data

In short: The contact form collects what you type so I can assess the fit and reply. It is delivered to me by an email processor, never sold, and deleted on request.

The fit check form on this site collects the details you submit (name, contact details, website and what you tell me about your business) solely so I can assess the fit and respond. Submissions are delivered to me through an email processing provider and are not sold or shared for marketing. To have your enquiry data deleted, email me and it will be done within 14 days.

Questions

Anything unclear, or a term you want to discuss for your engagement: mael@fullystaffed.com.au. These terms are deliberately negotiable where your business needs it; the Proposal is where we record what we agree.