CHIEFTNS Supply Terms and Conditions
Effective Date: Feb 2026
1. These Terms and SOWs
(a) These Terms and Conditions ("Terms") apply to all Supplies delivered by Chieftns AI Pty Ltd ABN 90 692 557 109 ("Chieftns", "we", "us", "our") to its client ("Client"), as outlined in an agreed Statement of Work which incorporates these Terms ("SOW"). By executing an SOW, the Client agrees to be bound by these Terms, which form part of the binding agreement between the parties.
(b) The categories of Supplies are:
(i) "Chieftns Services" professional services and deliverables provided by Chieftns, such as implementation and integration services; and
(ii) "Resold Products" – third party products and services that Chieftns sells access to, such as third party AI products and services. If Resold Products are being supplied, then supplemental terms and conditions will apply and will either be set out in the relevant SOW or otherwise agreed by the parties as forming part of this agreement.
(c ) References to "Supplies" are to the Resold Products and Chieftns Services.
2. Supplies
Chieftns Services
(a) Chieftns will perform the Chieftns Services as described in the applicable SOW. Any changes to scope, deliverables or timeline of the Chieftns Services must be mutually agreed upon in writing and may result in additional fees.
(b) The Chieftns Services may involve the implementation or integration of third-party products and services (including Resold Products). If so, Chieftns is not responsible for:
(i) (unless explicitly agreed in writing in the applicable SOW) supplying those third party products and services to the Client;
(ii) the performance of those third-party products and services; or
(iii) the data handling and privacy practices of the relevant suppliers of third-party products and services,
and the Client is encouraged to familiarise itself with the privacy policies of, and terms of service with, those suppliers of third-party products and services.
Duration
(c ) Some Supplies are provided over specific periods of time. If this is the case, the relevant SOW will specify:
(i) the commencement date for the relevant Supply;
(ii) the duration of the initial period over which that Supply will be provided; and
(iii) the duration of any renewal period over which that Supply will be provided unless terminated earlier in accordance with this agreement.
3. Fees and Invoicing
(a) Fees are outlined in the applicable SOW and are exclusive of GST unless otherwise stated.
(b) Invoices are payable within 14 days of issue, unless otherwise specified in the applicable SOW. Payment must be made in the currency indicated in the relevant invoice by electronic funds transfer to the bank account specified on the invoice.
4. Intellectual Property
(a) Chieftns (or its licensors) retains ownership of all intellectual property:
(i) it owned before the date of commencement of the applicable SOW, or that it developed independently of the applicable SOW, in each case including any improvements or modifications to the same (including, but not limited to, intellectual property in pre-existing tools, templates and methods used in the delivery of the Supplies); and
(ii) any intellectual property rights that it develops during the delivery of the Supplies under the applicable SOW,
(together, "Chieftns IP").
(b) Unless otherwise agreed in writing in the applicable SOW, any Chieftns IP provided to the Client as part of a deliverable is licensed to the Client on a perpetual, non-exclusive, royalty-free, non-transferable, non-sublicensable and internal-use basis solely for the purpose for which it was provided. The Client must not reverse engineer, decompile or disassemble any Chieftns IP or remove or alter any proprietary notices.
(c ) Any custom IP assignment or broader usage rights must be explicitly agreed in writing.
(d) The terms of any licence to Resold Products will be set out in the corresponding SOW. Nothing in this agreement changes the ownership of intellectual property rights in Resold Products.
(e) Chieftns will defend the Client against any third-party claim alleging that the receipt or use of the Chieftns Services in accordance with this agreement infringe that third party's intellectual property rights, and will pay any finally awarded damages or agreed settlements resulting from such claim. This excludes claims arising from materials provided or made available by or on behalf of the Client to Chieftns, modifications not made or approved by Chieftns or use of the Chieftns Services other than in accordance with this agreement. If a claim is made or likely, Chieftns may, at its option, procure the right for the Client to continue using the affected Chieftns Services, modify them to be non-infringing or terminate the affected Chieftns Services and refund any fees paid for them on a pro rata basis. This clause states the Client's sole and exclusive remedy for such IP infringement claims.
(f) The Client (or its licensors) retains ownership of all intellectual property it owned prior to the date of commencement of the applicable SOW, or that it developed independently of the applicable SOW, in each case including any improvements or modifications to the same. If provided to Chieftns, any such intellectual property is licensed to Chieftns on a non-exclusive, royalty-free and non-transferable basis solely for the purpose of Chieftns performing its obligations under this agreement and permitting its subcontractors (by way of sublicensing) to do the same, with such license terminating upon completion or termination of the applicable SOW.
5. Confidentiality
Each party (the "Receiving Party") agrees to protect all information of a confidential nature relating to the other party (the "Disclosing Party") that is shared by the Disclosing Party before, during or after the applicable SOW. Such information may only be used to deliver (in the case of Chieftns) or receive and use (in the case of the Client) the Supplies ("Permitted Purpose") and will not be disclosed by the Receiving Party to any third party without the prior written consent of the Disclosing Party, except to the employees, contractors or professional advisors of the Receiving Party who need to know it for the Permitted Purpose and are bound by confidentiality obligations at least as protective as those in this agreement, or where required by law or court order. These obligations do not apply to confidential information that is publicly available, already known to the Receiving Party at the time of disclosure, is independently developed by the Receiving Party without reference to or use of the confidential information or is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation. These obligations survive completion or termination of the engagement.
6. Data Security and Privacy
(a) Chieftns takes reasonable technical and organisational measures to protect personal information and other Client Materials from misuse, interference, loss, unauthorised access, modification, or disclosure. These include encryption, secure hosting and role-based access controls. Chieftns will comply with any additional data security measures expressly agreed in writing in the applicable SOW.
(b) The Client agrees that:
(i) Chieftns may use and disclose confidential information, personal information and other materials provided or made available by or on behalf of the Client to Chieftns ("Client Materials") only to the extent reasonably necessary to provide the Supplies under the applicable SOW. This includes disclosing Client Materials to Chieftns' subcontractors and to the Client's other suppliers and service providers, in each case only as directed by the Client or as reasonably necessary to provide the Supplies;
(ii) Chieftns may use and disclose personal information in accordance with its Privacy Policy: chieftns.ai/privacy-policy; and
(iii) the Client must make all notifications and obtain all consents, rights, and licences necessary under privacy, data protection and other applicable laws to allow Chieftns to lawfully collect, store, use, disclose, and otherwise deal with the Client Materials as contemplated in this agreement.
7. Client obligations
(a) The Client must provide reasonable assistance to Chieftns in connection with the Supplies and provide any Client inputs set out in the applicable SOW.
(b) If the Chieftns Services involve implementation or integration of third-party products and services, the Client must obtain all necessary rights, licences, and consents to allow Chieftns to lawfully access and use those third-party products and services for the purposes of performing the Chieftns Services.
8. Warranties
Chieftns will provide the Chieftns Services with reasonable care and skill. Each party warrants that it will comply with all applicable laws in performing its obligations under this agreement. To the fullest extent permitted by law, Chieftns disclaims all other warranties, whether express or implied, including any warranty of fitness for a particular purpose or outcome.
9. Limitation of Liability
(a) Subject to clauses 9 (c ), 9(d), and to the extent permitted law, each party's total aggregate liability for any claim arising out of or in connection with this agreement will not exceed the total fees paid under the applicable SOW.
(b) Subject to clause 9(e), and to the extent permitted by law, neither party is liable for any indirect, incidental, consequential, or punitive damages, including loss of profits, loss of revenue, loss of sales or business, loss of production, loss of agreements or contracts, loss of business opportunity, loss of anticipated savings, loss of or damage to goodwill, loss of reputation, loss of use or corruption of software, data or information, even if advised of the possibility of such damages.
(c ) Clause 9(b) does not limit a party's liability under the indemnity in clause 4(e) or for breach of clauses 5 or 6.
(d) Nothing in this agreement is intended to have the effect of excluding, restricting or modifying the application of all or any of the provisions of Part 5-4 of the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth) (ACL), or the exercise of a right conferred by such a provision, or (subject to clause 9(e)) any liability of Chieftns in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the ACL to a supply of goods and/or services.
(e) If Chieftns is liable to the Client in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the ACL that cannot be excluded, Chieftns's total liability to the Client for that failure is limited to, at Chieftns's option, in the case of a supply of goods, Chieftns replacing the goods or paying the cost of having the goods repaired or replaced or supplying equivalent goods or repairing the goods, or in the case of a supply of services, Chieftns supplying the services again or paying the cost of having the services supplied again.
10. Insurance
Chieftns will maintain with reputable insurers, for the term of this agreement, public liability insurance with limit of A$10 million per claim and professional indemnity insurance with a limit of $2 million per claim and in the aggregate.
11. Termination
(a) Each party may terminate this agreement immediately on written notice to the other party if the other party materially breaches this agreement and (where the breach is capable of remedy) does not remedy that breach within 30 days of receiving written notice specifying the breach and requiring it to be remedied.
(b) Other than in relation to Resold Products, the Client may terminate this agreement by providing 30 days' written notice to Chieftns.
(c ) Upon termination, the Client will be invoiced for all work completed up to the termination date. For fixed fee engagements this will be a pro-rated portion of the fixed fee for the Chieftns Services provided prior to termination.
(d) Any unearned prepayments for Chieftns Services will be refunded on a pro-rata basis.
(e) The following clauses continue in force on termination or expiry of this agreement: clause 3 (Fees and Payment), 4 (Intellectual Property), 5 (Confidentiality), 6 (Data Security and Privacy), 9 (Limitation of Liability), 11 (Termination), 16 (Non-Solicitation), 17 (Governing Law), 18 (Entire Agreement) and any other provisions which are expressed to, or by their nature, survive termination or expiry of this agreement. Termination or expiry of this agreement does not affect any rights which accrued before the date of expiry or termination.
12. Artificial Intelligence (AI) disclaimer
(a) Resold Products may include third party AI products and services and the Chieftns Services may involve the implementation or integration of third party AI products and services ("Third Party AI"). The Client's use of any such Third Party AI may result in outputs that contain errors or inaccuracies or "hallucinations". As between Chieftns and the Client, the Client is responsible for human review of all outputs from Third Party AI to verify the accuracy and suitability of those outputs.
(b) To the maximum extent permitted by law, Chieftns is not liable for any loss or damage arising out of or in connection with:
(i) the Client's reliance on outputs from Third Party AI; and
(ii) the Client's use of Third Party AI or the Client's arrangement with the supplier of the Third Party AI.
13. Force Majeure
Neither party will be liable for any failure or delay in performing obligations under this agreement due to causes beyond its reasonable control, including but not limited to natural disasters, pandemics, internet outages, government restrictions, or labour disputes.
14. Subcontracting
Chieftns may engage subcontractors or independent consultants to assist in delivery of the Supplies. Chieftns remains fully responsible for their performance.
15. No Partnership or Agency
Nothing in this agreement creates any partnership, joint venture, agency, fiduciary relationship or employment relationship between the parties. Neither party has authority to act for, bind or represent the other party or to incur any obligation on its behalf, except as expressly set out in this agreement. Each party acts as an independent contractor and is solely responsible for its own acts and omissions.
16. Non-Solicitation
Each party agrees not to solicit for employment or contract, directly or indirectly, any employee or contractor of the other party involved in the engagement under the applicable SOW for a period of 12 months following the completion of the Supplies, without the prior written consent of the other party. For the purposes of this clause, a general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment or other positions, including on the internet, will not be construed as a solicitation or inducement, and the hiring of any such employees or independent contractors who freely responds thereto will not be a breach of this clause.
17. Governing Law
This agreement is governed by the laws of New South Wales, Australia. Any disputes arising in connection with this agreement will be resolved in the courts of that jurisdiction.
18. Entire Agreement
To the extent permitted by law, these Terms, together with the applicable SOW, constitutes the entire agreement concerning the subject matter of that SOW, between the parties and supersede all prior negotiations, understandings, or proposals, whether oral or written.
19. Updates to Terms
Chieftns may update these Terms from time to time. However, the version in effect at the time of SOW signature will apply to that engagement unless otherwise agreed in writing.
20. Contact
If you have questions about these Terms, please contact:
Chieftns AI Pty Ltd
Level 10, 387 George Street
Sydney NSW 2000
Email: legal@chieftns.ai