Praktor

Intelligent AI Teams 24/7

Terms and Conditions
Version 1.1 | January 2026

1. Scope of Work

1.1 Development & Deployment of Automation Agents

SCOPE DEFINITION & MANAGEMENT

The project scope is determined through a collaborative process beginning with an initial discovery call, which provides a preliminary understanding and estimate. This is followed by an in-depth session to confirm the final scope and deliverables; any significant deviations from the initial estimate will be addressed at this stage. A detailed solution design will be created early in the project and requires Client sign-off before development commences. Modifications requested after this sign-off fall outside the original scope and will be subject to the Change Control process in clause 1.2.

1.2 Third-Party Integration - Risk Acknowledgement

UI AUTOMATION RISK DISCLOSURE

Where a third-party system does not offer API access, Praktor may implement UI-based automation (browser interaction) to integrate with that system.

The Client acknowledges and accepts that:

(a) UI automation is inherently less stable than API-based integrations;
(b) changes to the third-party system's interface may cause the automation to fail without notice;
(c) repairs to UI automation may require additional maintenance hours beyond any included monthly allocation;
(d) Praktor is not liable for any losses arising from UI automation failures caused by third-party interface changes; and
(e) continued functionality of UI-based integrations cannot be guaranteed.

1.3 Change Control

Any change to the agreed Scope must be documented in a written Change Request specifying the proposed changes, cost impact, and timeline impact. No work on any Change shall commence until both parties sign a Change Order.

Change Order Pricing: Changes that exceed the monthly maintenance credits included in the Sustainment Plan will be priced at $200 per hour (excl. GST). Timeline extensions will be calculated on a day-for-day basis.

1.4 Out of Scope

Activities not explicitly listed above, major scope changes after agreed-upon solution sizing or design approval, configuring client software, hardware provisioning, data cleansing (unless specified), and integrations beyond those included in the selected package.

2. Sustainment & Support

The sustainment plan, including support response times, agent/automation capacity, included LLM usage, and maintenance credits, is specified in the Statement of Work.

Minimum Term: 12 Months, commencing upon successful Deployment Acceptance of the first Agent/Automation.

2.1 Additional Resources

The following services fall outside the standard monthly sustainment fee and will be billed separately at $200 per hour (excl. GST):

Development work or modifications exceeding the included monthly maintenance credits
Implementation of new integrations or workflows not part of the initial deployment
Additional consulting or training sessions beyond the initial handover

3. Timeline

3.1 Client Delays

If the Client's delay in providing required materials, approvals, access, or information exceeds five (5) Business Days from the agreed date:

(a) all subsequent milestone dates will be extended on a day-for-day basis;
(b) if the delay exceeds fourteen (14) Business Days, Praktor may invoice for work completed to date; and
(c) if the delay exceeds thirty (30) Business Days despite written notice, Praktor may terminate this Agreement under clause 9.1.

4. Client Responsibilities

Provide timely access to required personnel, systems, data, and APIs/credentials
Provide timely access to required personnel for testing and UAT
Appoint a primary project contact with authority to make binding decisions
Ensure timely review and approval of project stages (e.g., Design) within five (5) Business Days
Provide any necessary Client-specific content or knowledge base information
Comply with all applicable laws and regulations regarding data provided to Praktor
Provide, maintain, and keep current all Third-Party Software specified in the Statement of Work (including but not limited to n8n, Microsoft 365, Xero, or any other platforms required for the Solution to function). The Client is solely responsible for:
- all licensing, subscription, and usage costs for Third-Party Software;
- ensuring Third-Party Software remains active and accessible throughout the term of this Agreement;
- any configuration or administration of Third-Party Software beyond the scope of Praktor's Services; and
- obtaining and maintaining any API keys, credentials, or access tokens required for integration.

Praktor is not liable for any failure, degradation, or interruption of the Services caused by the Client's failure to maintain Third-Party Software or by changes, outages, or discontinuation of Third-Party Software by the relevant provider.

5. Payment Terms

5.1 Deployment Fee (One-Time)

As specified in the Statement of Work.

5.2 Sustainment Fee

As specified in the Statement of Work.

Term: Minimum 12 months, commencing upon Deployment Acceptance.

5.3 General Payment Terms

Invoicing: Invoices will be issued according to the selected payment schedule.
Payment Due Date: All invoiced amounts are due within fourteen (14) days of invoice date.
Currency: All fees are expressed in Australian Dollars (AUD), exclusive of GST.
Taxes: GST will be added to all invoices as required by law.

5.4 Late Payment

If any amount payable under this Agreement is not paid by the due date:

(a) Interest will accrue on the overdue amount at the rate of 10% per annum, calculated daily from the due date until payment is received in full;
(b) A late payment administration fee of $50 will apply to each overdue invoice; and
(c) The Client agrees to pay all reasonable costs and expenses (including legal fees on a solicitor-client basis) incurred by Praktor in recovering any overdue amounts.

5.5 Suspension for Non-Payment

If the Client fails to pay any amount when due and does not make payment within fourteen (14) Business Days of receiving written notice of the overdue amount, Praktor may, without liability:

(a) suspend access to the Services, Deliverables, and any LLM token allocation until all outstanding amounts are paid in full; and
(b) revoke any licence granted under clause 6 until payment is received.

The Client remains liable for all Fees during any suspension period.

6. Intellectual Property

6.1 Definitions

Deliverables: Custom automation workflows, client-specific configurations, integration code, custom AI agent personas, and documentation created specifically for the Client under this Agreement.
Background IP: Pre-existing methodologies, tools, templates, frameworks, libraries, and know-how owned by Praktor prior to or independently of this Agreement.
Third-Party Services: LLM APIs (including but not limited to OpenAI, Anthropic, and similar providers), cloud infrastructure, SaaS platforms, and other external services used to deliver the Solution but not owned by either party.

6.2 Assignment of Deliverables

Subject to clause 6.3, upon receipt by Praktor of payment in full for the relevant Deliverables, Praktor hereby assigns to the Client all Intellectual Property Rights in the Deliverables. Until such payment is received, all Intellectual Property Rights in the Deliverables remain with Praktor.

6.3 Pre-Payment Use Licence

For the avoidance of doubt, any use of Deliverables by the Client prior to payment in full is under a revocable, non-exclusive licence that:

(a) permits use solely for the purpose of testing and evaluation;
(b) terminates automatically and immediately upon: (i) non-payment of any invoice within 28 days of the due date; or (ii) termination of this Agreement; and
(c) does not transfer any Intellectual Property Rights to the Client.

Upon revocation of this licence, the Client must immediately cease using and delete all copies of the Deliverables.

6.4 Licence to Background IP

Praktor grants the Client a non-exclusive, perpetual, irrevocable, royalty-free licence to use, copy, modify, and adapt the Background IP solely to the extent necessary to use the Deliverables for their intended purpose. All other rights in the Background IP are reserved to Praktor.

6.5 Third-Party Services

The Client acknowledges that:

(a) Third-Party Services are subject to their respective third-party terms and conditions;
(b) Praktor is not liable for any change, discontinuation, or failure of Third-Party Services;
(c) LLM tokens and API access provided by Praktor as part of the Sustainment Plan remain Praktor's property and are licensed to the Client only for the duration of the Agreement;
(d) The Client has no right, title, or interest in any LLM tokens, API keys, or Third-Party Service accounts held by Praktor; and
(e) Upon termination, the Client's access to Third-Party Services provided through Praktor will cease immediately.

6.6 Moral Rights

To the extent permitted by law, Praktor warrants that it will obtain from any person involved in creating the Deliverables a written consent to any act or omission that would otherwise infringe that person's moral rights.

7. Security Interest

7.1 Grant of Security Interest

The Client grants to Praktor a security interest in all Deliverables supplied under this Agreement (and their proceeds) to secure payment of all amounts owing by the Client to Praktor under this Agreement.

7.2 PPSA

The Client acknowledges that:

(a) this Agreement creates a security interest in the Deliverables for the purposes of the Personal Property Securities Act 2009 (Cth) (PPSA);
(b) Praktor may register a financing statement on the Personal Property Securities Register (PPSR) in respect of this security interest;
(c) the Client will provide all assistance reasonably required by Praktor to register the security interest; and
(d) to the extent permitted by law, the Client waives any rights under sections 95, 118, 121(4), 125, 130, 132(3)(d), 132(4), 135, 142, and 143 of the PPSA.

8. Limitation of Liability

8.1 Liability Cap

Subject to clause 8.3, the maximum aggregate liability of each party to the other under or in connection with this Agreement (whether in contract, tort including negligence, statute or otherwise) is limited to the total Fees paid or payable by the Client to Praktor under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.

8.2 Exclusion of Consequential Loss

Subject to clause 8.3, neither party is liable to the other for any indirect, incidental, special, or consequential loss or damage, including but not limited to:

(a) loss of profit, revenue, or anticipated savings;
(b) loss of data or corruption of data;
(c) loss of business opportunity or goodwill;
(d) business interruption; or
(e) any other loss that was not reasonably foreseeable,

whether or not the party was advised of the possibility of such loss or damage.

8.3 Exclusions from Limitation

Nothing in this Agreement excludes or limits liability for:

(a) fraud or wilful misconduct;
(b) death or personal injury caused by negligence;
(c) breach of confidentiality obligations;
(d) infringement of Intellectual Property Rights;
(e) the Client's payment obligations under this Agreement; or
(f) any liability that cannot be excluded or limited by law, including under the Australian Consumer Law.

8.4 Australian Consumer Law

If the Australian Consumer Law applies to services supplied under this Agreement, Praktor's liability for failure to comply with a consumer guarantee is limited (where permitted by law) to re-supplying the services or paying for the re-supply of the services.

9. Termination

9.1 Termination for Cause

Praktor may terminate this Agreement by written notice if the Client:

commits a material breach of this Agreement that is not remedied within fourteen (14) days of receiving written notice specifying the breach;
fails to pay any amount due under this Agreement within twenty-eight (28) days of the due date;
fails to provide required access, information, or approvals for more than thirty (30) Business Days despite written notice; or
becomes insolvent, enters into administration, receivership, or liquidation, or is unable to pay its debts as they fall due.

9.2 Minimum Term and Early Termination by Client

The Client acknowledges that this Agreement includes a minimum commitment period of twelve (12) months from the Sustainment Commencement Date (the Minimum Term).

The Client's right to terminate during the Minimum Term depends on the Client Category specified in the Statement of Work:

(a) Small Business Clients (fewer than 100 employees OR annual turnover under $10 million AUD):

The Client may not terminate this Agreement for convenience during the first three (3) months of the Minimum Term (the Lock-In Period). After the Lock-In Period, the Client may terminate this Agreement before the end of the Minimum Term by providing sixty (60) days written notice to Praktor.

Upon such early termination, the Client shall pay an Early Termination Fee calculated as follows:

all amounts due for Services performed up to the termination effective date;
any outstanding Deployment Fee balance in full (100%), regardless of any instalment arrangement;
a Sustainment Termination Fee based on when notice is given:
- if notice is given in months 4-6: fifty percent (50%) of remaining Monthly Sustainment Fees;
- if notice is given in months 7-9: forty percent (40%) of remaining Monthly Sustainment Fees;
- if notice is given in months 10-12: three (3) months' Monthly Sustainment Fees or the remaining Monthly Sustainment Fees, whichever is less; and
if the Client received any discount on Fees in consideration of the Minimum Term commitment, the full value of that discount (the Discount Clawback).

The parties acknowledge that the Early Termination Fee represents a genuine pre-estimate of Praktor's unrecouped deployment costs, committed third-party expenses, and loss of anticipated revenue, and is not a penalty.

The Early Termination Fee does not apply if the Client terminates due to Praktor's material breach that remains uncured under clause 9.1.

(b) Enterprise Clients (100 or more employees AND annual turnover of $10 million AUD or more):

The Client has no right to terminate this Agreement for convenience during the Minimum Term. The Client remains liable for all Fees for the full Minimum Term regardless of whether the Client continues to use the Services.

(c) Termination must not take effect until all outstanding amounts are paid. No termination by the Client is effective until all amounts owing to Praktor (including the Early Termination Fee, if applicable) have been paid in full.

After the Minimum Term (both categories): This Agreement will automatically renew for successive twelve (12) month periods unless either party provides sixty (60) days written notice prior to the end of the then-current term. Either party may terminate during a renewal term by providing sixty (60) days written notice without any Early Termination Fee.

9.3 Price Adjustments

Praktor may increase the Monthly Sustainment Fee at the commencement of any renewal term by providing the Client with sixty (60) days written notice. If the Client does not agree to the increase, the Client may terminate this Agreement by providing written notice before the renewal term commences, without any Early Termination Fee.

9.4 Consequences of Termination

Upon termination or expiry of this Agreement:

all licences granted under this Agreement (except those in respect of fully paid-for Deliverables) terminate immediately;
the Client's access to Third-Party Services and LLM tokens provided through Praktor will cease immediately;
Praktor will, upon request and payment of any outstanding amounts, export Client Data in a standard format (CSV, JSON, or equivalent) within thirty (30) days;
each party must return or destroy all Confidential Information of the other party; and
Praktor will issue a final invoice within fourteen (14) days covering all work performed and amounts due.

9.5 Transition Assistance

Upon request during the thirty (30) day period following termination, Praktor will provide reasonable transition assistance at $200 per hour (excl. GST).

10. Indemnification

10.1 Client Indemnity

The Client indemnifies Praktor against all losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from or in connection with:

any breach of this Agreement by the Client;
any claim by a third party arising from the Client's use of the Deliverables outside the scope contemplated by this Agreement;
any data or materials provided by the Client that infringe third-party rights; and
any failure by the Client to comply with applicable laws.

The Client's liability under this indemnity is subject to the cap in clause 8.1.

10.2 Praktor Indemnity

Praktor indemnifies the Client against all losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from any claim by a third party that the Deliverables (excluding any Client-provided materials) infringe that third party's Intellectual Property Rights, provided that:

the Client notifies Praktor promptly in writing of any such claim;
the Client gives Praktor sole control of the defence and settlement of the claim; and
the Client provides reasonable assistance at Praktor's expense.

Praktor's liability under this indemnity is subject to the cap in clause 8.1.

11. Force Majeure

11.1 Force Majeure Event

Neither party is liable for any failure or delay in performing its obligations under this Agreement if such failure or delay results from a Force Majeure Event. A Force Majeure Event means any event which is beyond the reasonable control and without the fault of the affected party, limited to:

natural disasters including flood, earthquake, bushfire, or pandemic;
acts of government including change in law or compliance order;
war, terrorism, or civil unrest;
strikes (other than by the affected party's employees);
cyberattacks beyond reasonable prevention; and
failure, discontinuation, material degradation, or policy change affecting Third-Party Services (including LLM APIs) that is beyond Praktor's reasonable control.

11.2 Notice and Effect

The affected party must notify the other party in writing within seven (7) days, detailing the event, expected duration, and mitigation steps being taken. Affected obligations are suspended without liability for the duration of the Force Majeure Event.

11.3 Extended Force Majeure

If a Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement by fourteen (14) days' written notice without liability (other than for amounts already due).

12. Warranties

12.1 Praktor Warranties

Praktor warrants that:

the Services will be performed with due care, skill, and diligence by appropriately qualified personnel;
the Deliverables will materially conform to the specifications agreed during the Solution Design phase for a period of sixty (60) days from Acceptance; and
Praktor has the right to grant the licences contemplated by this Agreement.

12.2 Client Warranties

The Client warrants that:

it has the authority to enter into this Agreement and perform its obligations;
all data and materials provided to Praktor are accurate and do not infringe any third-party rights; and
the Client has obtained all necessary consents for Praktor to process any personal information provided.

12.3 Disclaimer

Except as expressly stated in this Agreement and to the maximum extent permitted by law, all other warranties, conditions, and representations (whether express or implied) are excluded. Praktor does not warrant that the Deliverables will be error-free, uninterrupted, or meet all of the Client's requirements beyond the agreed specifications.

13. Data Protection

13.1 Privacy Act Compliance

Each party agrees to comply with its obligations under the Privacy Act 1988 (Cth) and the Australian Privacy Principles in connection with any personal information collected, used, or disclosed under this Agreement.

13.2 Data Security

Praktor will implement and maintain reasonable technical and organisational measures (including encryption, access controls, and regular security assessments) to protect Client Data against unauthorised access, loss, or destruction.

13.3 Data Breach Notification

Praktor will notify the Client without undue delay, and in any event within seventy-two (72) hours of confirming that a data breach has occurred affecting Client Data. The notification will include details of the nature of the breach, the data affected, and the steps being taken to mitigate the breach.

13.4 Cross-Border Transfer

If Client Data is transferred outside Australia (including to LLM API providers), Praktor will ensure that such transfer complies with APP 8 and that the recipient is subject to enforceable obligations substantially similar to the Australian Privacy Principles.

14. Confidentiality

Each party agrees to:

keep confidential all Confidential Information disclosed by the other party;
use Confidential Information only for the purposes of this Agreement;
not disclose Confidential Information to third parties except to employees and contractors who need to know and are bound by confidentiality obligations; and
take reasonable steps to protect the confidentiality of Confidential Information.

This obligation does not apply to information that: is or becomes publicly available through no fault of the receiving party; was known to the receiving party before disclosure; is independently developed; or is required to be disclosed by law (in which case the disclosing party will be given reasonable notice where permitted).

This obligation survives termination of this Agreement for a period of five (5) years (or indefinitely for trade secrets).

15. Acceptance

15.1 Deployment Acceptance

Acceptance occurs on a per-deliverable (Agent/Automation) basis. Each deliverable outlined in the Statement of Work is considered accepted upon successful completion of User Acceptance Testing (UAT) by the Client, confirming it meets the agreed specifications documented in the Solution Design.

15.2 UAT Period

The Client will have five (5) to ten (10) Business Days to perform UAT with assistance from Praktor for each deliverable upon notification that it is ready for review.

15.3 Deemed Acceptance

A Deliverable is deemed accepted if:

the Client provides written acceptance;
the Client uses the Deliverable in production for business purposes; or
the UAT period expires without written rejection specifying material non-conformance with the agreed specifications in the Solution Design.

15.4 Rejection

If the Client rejects a Deliverable, the Client must provide written notice specifying in reasonable detail the material non-conformance. Praktor will have a reasonable opportunity to rectify the non-conformance and resubmit for UAT.

16. Dispute Resolution

16.1 Negotiation

The parties agree to attempt to resolve any dispute arising out of or in connection with this Agreement through good faith negotiation between senior representatives. A party must not commence court proceedings (except for urgent interlocutory relief) until it has complied with this clause.

16.2 Mediation

If the dispute is not resolved within fourteen (14) days of written notice of the dispute, either party may refer the dispute to mediation administered by the Australian Disputes Centre in accordance with its mediation rules. The parties will share the costs of mediation equally.

16.3 Court Proceedings

If the dispute is not resolved within thirty (30) days of referral to mediation, either party may commence court proceedings.

16.4 Urgent Relief

Nothing in this clause prevents a party from seeking urgent interlocutory relief from a court.

16.5 Continued Performance

Each party must continue to perform its obligations under this Agreement during any dispute, unless the Agreement has been terminated.

17. General Provisions

17.1 Governing Law and Jurisdiction

This Agreement is governed by the laws of New South Wales, Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New South Wales and any courts entitled to hear appeals from those courts.

17.2 Entire Agreement

This Agreement (including any schedules and annexures) constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, warranties, and agreements between the parties relating to its subject matter.

17.3 Variation

No variation of this Agreement is effective unless it is in writing and signed by both parties.

17.4 Waiver

A waiver of any right under this Agreement is only effective if it is in writing and applies only to the specific instance. A party's failure or delay to exercise any right under this Agreement does not operate as a waiver of that right.

17.5 Severability

If any provision of this Agreement is held to be invalid, unenforceable, or illegal, the remaining provisions remain in full force and effect. If a provision would be valid if modified, it will be read down to the extent necessary to make it valid.

17.6 Assignment

Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party (not to be unreasonably withheld), except that Praktor may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets upon written notice to the Client.

17.7 Relationship of Parties

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship between the parties. Neither party has authority to bind the other.

17.8 Notices

Any notice under this Agreement must be in writing and delivered by hand, prepaid post, or email to the addresses specified on the first page of this Agreement (or such other address as notified in writing). Notices are deemed received: if delivered by hand, on delivery; if sent by post, three (3) Business Days after posting; if sent by email, when the sender receives a delivery confirmation, read receipt, or substantive reply (whichever is earlier).

17.9 Survival

The following clauses survive termination or expiry of this Agreement: Intellectual Property (6), Security Interest (7), Limitation of Liability (8), Indemnification (10), Confidentiality (14), Dispute Resolution (16), and General Provisions (17).

17.10 Counterparts

This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one agreement. An electronically transmitted copy of an executed signature page is as effective as an original.

Appendix A: Definitions

Agreement: This Statement of Work and the Terms and Conditions incorporated by reference, including any schedules or annexures.

Business Day: A day that is not a Saturday, Sunday, or public holiday in New South Wales.

Change Order: A written document signed by both parties documenting an agreed change to the Scope.

Change Request: A written request from either party proposing a change to the Scope.

Client Category: The classification of the Client as either "Small Business" or "Enterprise" as specified in the Statement of Work, which determines the applicable termination rights under clause 9.2.

Client Data: All data, information, and materials provided by the Client to Praktor in connection with this Agreement.

Confidential Information: Any information disclosed by one party to the other that is designated as confidential or that, by its nature, would reasonably be considered confidential, including technical information, business information, and the terms of this Agreement.

Deliverables: The automation workflows, AI agents, configurations, and other work product created by Praktor specifically for the Client under this Agreement.

Discount Clawback: The full value of any discount provided to the Client in consideration of the Minimum Term commitment, recoverable upon early termination under clause 9.2(a).

Early Termination Fee: The fee payable by a Small Business Client upon early termination under clause 9.2(a).

Enterprise Client: A Client that has 100 or more employees AND annual turnover of $10 million AUD or more.

Fees: The Deployment Fee and Sustainment Fee as set out in the Statement of Work.

Force Majeure Event: Has the meaning given in clause 11.1.

Intellectual Property Rights: All intellectual property rights including patents, copyright, rights in circuit layouts, trade marks, designs, trade secrets, know-how, and any application or right to apply for registration of any such rights.

LLM: Large Language Model, being an AI model trained on large datasets of text, including but not limited to models provided by OpenAI, Anthropic, Google, and similar providers.

Lock-In Period: The first three (3) months of the Minimum Term during which Small Business Clients may not terminate for convenience.

Minimum Term: The minimum contract period of 12 months for Sustainment Services.

PPSA: Personal Property Securities Act 2009 (Cth).

PPSR: Personal Property Securities Register established under the PPSA.

Services: The development, deployment, and sustainment services provided by Praktor under this Agreement.

Small Business Client: A Client that has fewer than 100 employees OR annual turnover under $10 million AUD.

Solution Design: The detailed technical specification and workflow design for the Deliverables, as agreed by both parties.

Third-Party Services: Has the meaning given in clause 6.1.

Third-Party Software: Any software, platform, application, or service not provided by Praktor that is required for the Solution to function, as specified in the Statement of Work. This includes but is not limited to workflow automation platforms (e.g., n8n), business applications (e.g., Microsoft 365, Xero, CRM systems), cloud hosting services, and any other software the Client is responsible for providing and maintaining.

UAT: User Acceptance Testing, being the testing conducted by the Client to verify the Deliverables meet agreed requirements.

Questions? Contact us at contact@praktor.ai or visit praktor.ai

Terms & Conditions