Terms of Service

1.1 These Terms of Service (Terms) govern your access to and use of the Website and any products, templates, downloads, consultations, support, automation builds, training, or other services made available by NovoPro via the Website (together, the Services).

1.2 By accessing the Website, creating an account, submitting an enquiry, purchasing, or otherwise using the Services, you agree to be bound by these Terms and our Privacy Policy (available on the Website). If you do not agree, you must not use the Website or the Services.

1.3 If NovoPro issues a written proposal, quote, order form or statement of work (each an SOW) that is accepted by you, that document forms part of the Agreement with these Terms. If there is any inconsistency, the SOW prevails for that engagement.

2.1 These Terms are between you (the customer, site visitor or account holder) and MyPeak Vitality Pty Ltd (ABN 77 167 279 772) trading as NovoPro (NovoPro, we, us, our).

2.2 You represent that you are at least 18 years old and have authority to bind the entity on whose behalf you use the Services.

3.1 We may update these Terms from time to time. The "Last updated" date shows when changes took effect.

3.2 For material changes to paid Services or active subscriptions, we will use reasonable efforts to notify you in advance (for example by email or in-product notice). Your continued use after changes take effect constitutes acceptance.

4.1 You must keep account credentials secure and are responsible for all activity under your account. Notify us promptly of any suspected unauthorised use.

4.2 You must not: (a) break the law; (b) infringe intellectual property; (c) introduce malware; (d) scrape, mine or harvest data except as permitted by law and any robots.txt; (e) bypass technical limits; or (f) use the Services to develop or train models in a way that infringes third-party rights or our rights.

4.3 We may suspend or restrict access if we reasonably believe you breach these Terms, create risk, or for maintenance or security.

5.1 Our Services may include, without limitation, business process mapping and optimisation, AI & automation strategy and implementation, UX and service design, change and capability uplift, business systems configuration (e.g., CRM, project tools, LMS), strategic planning, workshops, training, coaching, speaking, and digital products or templates.

5.2 Specific deliverables, milestones, acceptance criteria, timelines and dependencies will be set out in an SOW or order. You must provide timely information, access and decision-making to enable delivery. Delays caused by you may extend timelines and result in additional charges.

6.1 Prices are in Australian dollars unless stated otherwise and are exclusive of GST. GST (if applicable) will be added to invoices.

6.2 We may offer fixed-fee, time-and-materials, or subscription/retainer pricing as described in the relevant SOW or order.

6.3 Unless stated otherwise, payment terms are 14 days from invoice date. For fixed-fee projects we may require an upfront deposit and staged milestone payments. For subscriptions, fees are payable in advance and auto-renew month-to-month (or per the term shown) until cancelled under clause 7.

6.4 Late amounts may accrue interest at 1% per month (or the maximum lawful rate, if lower). You agree to pay reasonable recovery costs for overdue accounts.

7.1 Consulting/Workshops: You may reschedule with at least 2 business days' notice. If you cancel with less than 3 business days' notice, we may charge a cancellation fee of up to 50% of the affected time. Non-attendance is charged in full.

7.2 Subscriptions/Retainers: You may cancel at any time, effective at the end of the current paid term. We do not provide pro-rata refunds for partial periods except as required by law.

7.3 Digital downloads/templates: Due to the nature of digital goods, all sales are final once access or download is provided, except as required by the Australian Consumer Law (ACL).

8.1 You are responsible for all taxes, duties and charges imposed in relation to the Services (other than our income taxes). If you are required to withhold tax, you will gross-up the amount so we receive the full amount invoiced.

9.1 Pre-existing IP: Each party retains ownership of its pre-existing intellectual property (IP).

9.2 Deliverables: Subject to full payment, and unless the SOW states otherwise, we grant you a perpetual, worldwide, non-exclusive licence to use, reproduce and modify the Deliverables for your internal business purposes.

9.3 Our tooling & know-how: Our frameworks, methodologies, templates, code libraries, prompts, connectors, automations, and general know-how used or developed in delivering the Services remain our IP. We grant you a licence to use any such items to the extent embedded in the Deliverables for your internal business purposes.

9.4 Third-party materials: Deliverables may incorporate or rely on third-party software, models, APIs, datasets or content subject to third-party licences. You must comply with those licences.

9.5 Portfolio rights: We may refer to you as a client and use non-confidential descriptions of the engagement and de-identified outcomes in our credentials and marketing, unless you reasonably object in writing.

10.1 Model behaviour: AI systems can generate inaccurate, biased or unpredictable outputs. You are responsible for validating outputs before relying on them, and for implementing appropriate human-in-the-loop checks for material use cases.

10.2 Use of data: To build automations or models, you may grant us limited access to your systems, data and third-party services (e.g., CRM, productivity suites). You warrant that you have all necessary rights and consents to provide such access and that doing so does not breach any law, policy or third-party terms.

10.3 Testing & sign-off: You are responsible for user acceptance testing in your environment. Unless the SOW states otherwise, the solution is deemed accepted upon: (a) your written acceptance; (b) go-live in production; or (c) 10 business days after delivery if no material defects are reported in writing.

10.4 Rate limits & changes: Third-party AI and API providers may change features, limits, pricing, or terms. We are not responsible for such changes or their impact, but we will act reasonably to advise mitigation options.

11.1 Each party must keep the other's Confidential Information confidential and use it solely for the engagement, except where disclosure is required by law or to professional advisers who are bound by confidentiality.

11.2 We will handle personal information in accordance with our Privacy Policy and applicable privacy laws. If we process personal information as your processor, a Data Processing Addendum (DPA) (available on request) will apply and forms part of the Agreement.

12.1 We use reasonable technical and organisational measures designed to protect the security of our systems. However, no method of transmission or storage is perfectly secure. You are responsible for implementing appropriate security, access controls and backups within your own systems.

13.1 The Services may integrate with or rely on third-party services (e.g., cloud providers, communication tools, CRM, AI APIs). We do not control and are not responsible for those services. Your use is subject to their terms and policies.

13.2 We may appoint subcontractors, including cloud and specialist providers, and remain responsible for their performance.

14.1 We warrant that we will provide the Services with due care and skill.

14.2 Nothing in these Terms excludes, restricts or modifies any consumer guarantees, rights or remedies you may have under the Australian Consumer Law (ACL) that cannot lawfully be excluded (Non-Excludable Rights).

14.3 To the maximum extent permitted by law and subject to your Non-Excludable Rights, we exclude all other warranties, guarantees and representations (express or implied) regarding the Website and Services.

15.1 To the maximum extent permitted by law and subject to clause 14, our aggregate liability arising out of or in connection with the Agreement (whether in contract, tort, statute or otherwise) is limited to the fees you paid to us for the Services giving rise to the claim in the 12 months before the event giving rise to the liability.

15.2 To the maximum extent permitted by law, we exclude liability for any indirect, special or consequential loss, loss of profits, revenue, savings, goodwill, data, or business interruption.

15.3 The service and its content are provided "as is" without warranty of any kind. In no event will NovoPro, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from your access to or use of or inability to access or use the service.

16.1 You indemnify us against any loss, damage, cost or expense (including legal costs on a solicitor-client basis) we suffer or incur arising from: (a) your breach of these Terms; (b) your use of the Services in a manner not authorised by these Terms; or (c) any third-party claim arising from content or data you provide to us.

17.1 Before commencing proceedings, the party claiming a dispute exists must give written notice to the other party describing the dispute in reasonable detail.

17.2 Within 10 business days of the notice, both parties must meet (by phone or video) to attempt resolution in good faith.

17.3 If not resolved within 20 business days (or such longer period as agreed), either party may refer the dispute to mediation under the LEADR/IAMA rules. The mediator's costs are shared equally.

17.4 Nothing prevents either party from seeking urgent interlocutory relief.

18.1 Governing law: These Terms are governed by the laws of New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales.

18.2 Entire agreement: These Terms, together with any applicable SOW and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter.

18.3 Severability: If any provision is unenforceable, it will be severed and the remainder will continue in full force.

18.4 No waiver: Failure to enforce any provision is not a waiver of future enforcement.

18.5 Assignment: We may assign these Terms or any rights under them without consent. You may not assign without our prior written consent.

18.6 Force majeure: Neither party is liable for failure or delay caused by circumstances beyond their reasonable control, provided the affected party notifies the other promptly and uses reasonable efforts to mitigate.