Terms of Service

Effective date: 6 April 2026  ·  Last updated: 6 April 2026  ·  Jurisdiction: New South Wales, Australia

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you") and RxAI ("RxAI", "we", "us", "our"), an AI consulting business operating from Macquarie Park, Sydney, New South Wales, Australia.

Use of our website at www.rxai.com.au and engagement of our services is conditional on your full acceptance of these Terms and our Privacy Policy, which is incorporated herein by reference.

2. Services

RxAI provides AI consulting, digital transformation, software development, and related professional services. All services are described on our website for informational purposes only. We reserve the right to:

• Modify, suspend, or discontinue any service at any time without notice.
• Decline to provide services to any person or entity at our sole discretion.
• Adjust pricing, service tiers, or package inclusions at any time, with changes applying to new engagements from the date of notice.

Website content, including case studies and statistics, is provided for illustrative purposes. Results achieved for prior clients do not guarantee equivalent outcomes for future engagements.

3. Engagements & Scope

Each engagement is governed by a separate written agreement, proposal, or statement of work ("SOW") agreed between RxAI and the Client. In the event of any inconsistency between these Terms and a SOW, the SOW will prevail only to the extent of the inconsistency.

Changes to the agreed scope of work ("scope creep") requested by the Client after commencement may be subject to additional fees and revised timelines, at RxAI's discretion. RxAI will endeavour to notify the Client of any cost or timeline impact before proceeding with out-of-scope work.

RxAI reserves the right to engage subcontractors or third-party specialists to deliver any part of a project. RxAI remains responsible for the quality of deliverables regardless of any subcontracting arrangement.

4. Payment & Fees

• Fees are as quoted in the applicable SOW or service package, expressed in Australian Dollars (AUD) inclusive of GST where applicable.
• Invoices are due and payable within 14 days of the invoice date unless otherwise agreed in writing.
• Late payments accrue interest at 10% per annum, calculated daily from the due date until the date of payment in full.
• RxAI reserves the right to suspend delivery of services for any account with an overdue balance exceeding 14 days, without liability to the Client.
• Deposits paid to secure a project commencement date are non-refundable unless RxAI cancels the engagement.
• All fees are subject to change. New pricing applies to engagements commenced after the date of the price change.

5. Refunds & Cancellations

RxAI operates under the following cancellation and refund policy:

• Free consultations — may be cancelled or rescheduled at any time with no fee.
• Paid project work — fees paid for work already completed are non-refundable. If a Client terminates a project mid-engagement, fees are payable for all work completed to the date of termination.
• Subscription or retainer services — may be cancelled with 30 days' written notice. Fees for the notice period are payable in full.
• Deposits — are non-refundable except where RxAI fails to commence work within an agreed timeframe without reasonable cause.

Refund requests must be submitted in writing to james@rxai.com.au and will be reviewed on a case-by-case basis. RxAI's decision on refunds is final, subject to any rights you may have under Australian Consumer Law.

Nothing in these Terms is intended to exclude, restrict, or modify any consumer guarantee, right, or remedy that cannot be excluded under the Competition and Consumer Act 2010 (Cth) or applicable state legislation.

6. Intellectual Property

RxAI's existing IP: All pre-existing intellectual property, methodologies, frameworks (including the PTCIF framework), tools, templates, and know-how remain the exclusive property of RxAI. Nothing in these Terms transfers ownership of RxAI's existing IP to the Client.

Deliverables: Upon receipt of full payment for a project, RxAI grants the Client a non-exclusive, non-transferable licence to use the deliverables for their own internal business purposes. Full ownership of custom deliverables transfers to the Client only if explicitly agreed in writing in the SOW.

Client materials: The Client grants RxAI a non-exclusive licence to use any materials, data, or content provided by the Client solely for the purpose of delivering the agreed services.

Portfolio & case studies: Unless the Client notifies RxAI in writing prior to project commencement, RxAI reserves the right to reference the Client's name, project type, and general outcomes in its portfolio, website, or marketing materials. No confidential information will be disclosed without written consent.

Website content: All content on www.rxai.com.au — including text, graphics, code, and design — is the intellectual property of RxAI and may not be reproduced, redistributed, or used without express written permission.

7. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with an engagement ("Confidential Information"). Confidential Information may not be disclosed to any third party without prior written consent, except as required by law.

This obligation does not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was already known to the receiving party prior to disclosure; or (c) is independently developed without use of Confidential Information.

Confidentiality obligations survive termination of any engagement for a period of two (2) years.

8. Limitation of Liability

To the maximum extent permitted by applicable law:

• RxAI's total aggregate liability to the Client for any claim arising from or related to these Terms or any engagement shall not exceed the total fees paid by the Client to RxAI in the three (3) months immediately preceding the event giving rise to the claim.
• RxAI shall not be liable for any indirect, consequential, incidental, special, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of goodwill, or business interruption, even if RxAI has been advised of the possibility of such damages.
• RxAI is not liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, government actions, telecommunications failures, or third-party platform outages.

9. Disclaimer of Warranties

Our website and services are provided on an "as is" and "as available" basis without any warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

RxAI does not warrant that:

• AI or software solutions will be error-free, uninterrupted, or meet all of the Client's requirements.
• Results, forecasts, or recommendations provided as part of our services will be achieved or prove accurate in any specific case.
• The website will be continuously available or free from security vulnerabilities.

10. Indemnity

You agree to indemnify, defend, and hold harmless RxAI and its directors, employees, and contractors from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of our website or services in violation of these Terms.
• Any materials, data, or content you provide to RxAI that infringes the rights of a third party.
• Any breach of applicable law by you in connection with an engagement.

11. Termination

RxAI may terminate or suspend any engagement or access to our services immediately and without notice if:

• You breach any material provision of these Terms and fail to remedy the breach within 7 days of written notice.
• You become insolvent, enter administration, or are unable to pay your debts as they fall due.
• RxAI determines, in its sole discretion, that continuing the engagement would be unlawful or contrary to RxAI's interests.

Upon termination, all outstanding fees for work completed become immediately due and payable. Clauses relating to intellectual property, confidentiality, limitation of liability, indemnity, and governing law survive termination.

12. Changes to These Terms

RxAI may update these Terms at any time by publishing a revised version on this page. The "Last updated" date at the top of this page reflects the most recent revision. Continued use of our website or services after any update constitutes your acceptance of the revised Terms. For active engagements, material changes will be communicated by email where reasonably practicable.

13. Governing Law & Disputes

These Terms are governed exclusively by the laws of New South Wales, Australia. You irrevocably submit to the exclusive jurisdiction of the courts of New South Wales for the resolution of any dispute arising under or in connection with these Terms.

Before initiating formal proceedings, the parties agree to make a genuine effort to resolve any dispute through good-faith negotiation. Either party may initiate this process by sending written notice to the other describing the nature of the dispute. The parties will have 30 days from such notice to reach a resolution before pursuing other remedies.

14. Contact Us

For any questions relating to these Terms, please contact:

RxAI
Macquarie Park, Sydney NSW, Australia
Email: james@rxai.com.au