Legal

Terms of Service

Last updated: 27 May 2026

These Terms of Service (Terms) govern your access to and use of services provided by Synexa (we, us, our), including custom AI agents we build and operate on your behalf, AI advisory retainers, AI opportunity audits, AI enablement packages, custom software development, and this website. By engaging us or using our services, you (Client, you) agree to these Terms.

1. Who we are

Synexa is an Australian AI and software development practice based in Brisbane, Queensland. Our registered contact details are listed at the end of these Terms.

2. Scope of services

We provide the following services, each described on the relevant pages of this website:

  • Managed AI Agents. A custom AI agent built around your business, hosted and operated by us on infrastructure we control. The agent is configured for your sole use and is not shared with other clients.
  • AI Advisory Retainers. Monthly advisory and implementation support across your existing AI tools and workflows.
  • AI Opportunity Audits. A scored assessment of your operations with a prioritised roadmap of AI opportunities.
  • AI Enablement Packages. Tool selection, setup, and training for your team.

The specific deliverables, timelines, and fees that apply to your engagement will be set out in a separate Statement of Work, proposal, scope document, or subscription agreement (each, an Engagement Document). If there is any inconsistency between these Terms and an Engagement Document, the Engagement Document prevails for that engagement.

3. Managed AI Agents: operating model

Our managed agent service is a fully operated offering, not a self-serve product. The following terms apply specifically to managed agent engagements:

  • The agent runs on infrastructure we own, configure, and maintain. Access to the agent is provided to you for the duration of your active engagement.
  • The agent uses third-party AI models, software, and integrations that we select to deliver the service. These dependencies and their providers may change over time as we optimise the service.
  • We are responsible for hosting, monitoring, ongoing optimisation, and adaptation to changes in connected third-party systems. You are responsible for providing accurate inputs, maintaining integration credentials, and approving changes to scope.
  • On termination of your engagement, the agent ceases operating. Your business data and outputs generated during the engagement remain your property and are returned or deleted in accordance with section 9. The agent's underlying code, configuration, prompts, and operational tooling remain our intellectual property.

4. Fees and billing

Fees, payment schedules, and any minimum commitments are set out in the relevant Engagement Document. Unless agreed otherwise:

  • Recurring fees (including managed agent and advisory retainer fees) are invoiced monthly in advance.
  • Project fees are invoiced according to milestones set out in the Engagement Document, typically with a deposit on commencement.
  • Invoices are payable within 7 days of issue unless stated otherwise.
  • All fees are exclusive of GST unless stated otherwise. GST is charged where applicable.
  • We may pause or suspend services where fees remain overdue beyond 30 days, after providing written notice.

5. Term, cancellation, and termination

Managed agent and advisory retainer engagements run month to month after any minimum commitment stated in the Engagement Document. Either party may cancel a recurring engagement by giving 30 days written notice, unless a different notice period is set out in the Engagement Document. Fees are payable up to the end of the notice period.

Either party may terminate immediately for material breach that is not remedied within 14 days of written notice, for insolvency, or where required by law.

6. Your responsibilities and acceptable use

You agree to use our services only for lawful business purposes and in accordance with these Terms. You must not, and must not permit others to:

  • Use the services to produce, distribute, or facilitate content or activity that is illegal under Australian law.
  • Attempt to reverse engineer, copy, replicate, or extract the underlying code, prompts, or configuration of an agent we operate for you.
  • Provide third parties with access to a managed agent without our written consent.
  • Submit personal information of third parties to the agent without an appropriate lawful basis under the Privacy Act 1988 (Cth) and any other applicable privacy laws.
  • Use the services in a manner that breaches the terms of any third-party system the agent integrates with.

7. Third-party tools and integrations

Our services rely on third-party AI models, infrastructure providers, and integrations with the business tools you already use. You acknowledge that:

  • Third-party providers may change their pricing, availability, or terms at any time. Where this materially affects an engagement, we will discuss adjustments with you in good faith.
  • Where you provide integration credentials (for example to your CRM, email, or accounting system), you authorise us to use those credentials for the purposes of delivering the agreed services.
  • We are not responsible for outages, defects, or limitations in third-party systems that are outside our reasonable control.

8. Intellectual property

You retain ownership of your business data and the specific outputs the agent produces from that data during the engagement.

We retain ownership of the agent code, prompts, configurations, operational tooling, methodologies, frameworks, and improvements we develop, including any improvements informed by work performed for you (in a generalised, non-identifying form). Nothing in these Terms transfers ownership of our underlying intellectual property to you.

For custom software development engagements, ownership of the delivered code base is addressed in the relevant Engagement Document.

9. Data handling and confidentiality

We handle your data in accordance with our Privacy Policy. Each party agrees to keep the other's confidential information confidential and to use it only for the purposes of the engagement.

On termination, we will, on your written request and within 30 days, either return or securely delete your business data held in our operating systems for the engagement, except where retention is required by law or for legitimate record-keeping purposes (for example, tax records).

10. Warranties and disclaimer

We will perform our services with reasonable care, skill, and diligence. AI-generated outputs are inherently probabilistic and may contain errors, omissions, or inaccuracies. The agent is a tool to support your business operations; it is not a substitute for professional judgement, legal advice, financial advice, medical advice, or any other regulated professional service. You are responsible for reviewing outputs before relying on them for material decisions.

To the extent permitted by law, all other warranties, conditions, and representations (whether express, implied, statutory, or otherwise) are excluded.

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy that cannot be excluded under the Competition and Consumer Act 2010 (Cth) or other applicable Australian consumer protection law.

11. Limitation of liability

To the maximum extent permitted by law, neither party is liable to the other for any indirect, consequential, special, or incidental loss, including loss of profits, loss of revenue, loss of business opportunity, or loss of data, arising in connection with the services.

Our total aggregate liability to you in connection with the services, however arising, is limited to the fees actually paid by you to us in the 6 months preceding the event giving rise to the claim.

12. Indemnity

You indemnify us against any loss, damage, claim, or cost (including reasonable legal costs) we suffer or incur as a result of your breach of these Terms, your misuse of the services, or your provision of data or instructions that infringe the rights of a third party.

13. Changes to these Terms

We may update these Terms from time to time to reflect changes to our services, legal requirements, or business practices. The updated Terms take effect when they are posted on this page. The current version is identified by the “Last updated” date above. Where the changes are material, we will give you reasonable advance notice.

14. Governing law

These Terms are governed by the laws of Queensland, Australia. Each party submits to the exclusive jurisdiction of the courts of Queensland and the federal courts sitting in Queensland in respect of any dispute arising out of or in connection with these Terms.

15. Contact

For questions about these Terms or our services, contact us at: