Terms & Conditions of Service

Last updated: 28/08/2026

These Terms and Conditions apply to Services provided by NewBiz Futures Pty Ltd (ABN 67 607 402 424) trading as Newvion (Newvion, we, us, our) to the client named in the applicable Client Engagement Agreement (Client, you).

1. Definitions and Interpretation

In these Terms:

"Agreement" means these Terms together with the applicable Client Engagement Agreement, and any schedules referenced in it.

"AI Output" means any content, response, recommendation, classification, or action generated or triggered by a chatbot, large language model, workflow automation, or other AI-based component developed or configured by Newvion, whether provided to the Client or to the Client's end users or customers.

"Build Phase" means the design, development, configuration, and testing of the Deliverables prior to go-live.

"Client Data" means any data, content, information, or materials provided by the Client or generated through the Client's use of the Deliverables, including personal information (as defined in the Privacy Act 1988 (Cth)), training inputs, business records, and outputs of the Client's own systems.

"Client Systems" means the Client's software, platforms, accounts, APIs, databases, or infrastructure to which Newvion is given access for the purposes of the Services.

"Deliverables" means the chatbot(s), workflow automation(s), integration(s), documentation, and any other work product specified in the Client Engagement Agreement as being developed by Newvion for the Client.

"Implementation Phase" means the deployment, integration, or connection of the Deliverables into or with the Client Systems.

"Newvion IP" means all intellectual property owned by or licensed to Newvion prior to, or independently of, an Engagement, including pre-existing frameworks, code libraries, prompt templates, methodologies, tools, and know-how, whether or not incorporated into the Deliverables.

"Client Engagement Agreement" means the signed agreement between Newvion and the Client (in the form of Newvion's standard Client Engagement Agreement template, or otherwise agreed in writing) that describes the Engagement Type, Services, fees, and any Engagement-specific terms.

"Services" means the services described in the applicable Client Engagement Agreement, which may comprise the Build Phase alone, the Build Phase plus Implementation Phase, or the Build Phase plus Implementation Phase plus the Support Phase, as specified.

"Support Phase" means the ongoing maintenance, monitoring, and support services (if any) specified in the Client Engagement Agreement as following go-live.

"Third-Party AI Provider" means a third-party provider of an underlying AI or large language model used by Newvion in building or operating a Deliverable (for example, an external foundation-model API).

1.2 A reference to an Engagement is a reference to the specific arrangement recorded in a Client Engagement Agreement, which may be one of, or a combination of, the Build Phase, Implementation Phase, and Support Phase (see clause 3).

1.3 Headings are for convenience only and do not affect interpretation.

2. Application and Acceptance

2.1 These Terms apply to every Client Engagement Agreement issued by Newvion to the Client, unless the parties expressly agree otherwise in writing. Newvion requires a signed Client Engagement Agreement setting out the agreed scope of work before any Services commence.

2.2 The Agreement is formed when the Client signs the applicable Client Engagement Agreement.

2.3 If there is any inconsistency between these Terms and a Client Engagement Agreement, the Client Engagement Agreement prevails to the extent of the inconsistency, but only in relation to the specific matter addressed (for example, fees, scope, or an agreed liability cap).

2.4 Newvion may update these Terms from time to time. The version in force at the date a Client Engagement Agreement is accepted applies to that Engagement, except that where a Support Phase is ongoing, Newvion will give the Client at least [30] days' notice of any material change to these Terms affecting that active Engagement.

3. Engagement Types and Scope of Services

3.1 Newvion provides Services under one of the following Engagement Types, as specified in the Client Engagement Agreement:

• Build Only --- Newvion designs and builds the Deliverable as a discrete work product. The Client is responsible for its own implementation, hosting, and ongoing operation unless otherwise agreed.

• Build & Implement --- Newvion designs, builds, and integrates the Deliverable into the Client Systems. Responsibility for operation, monitoring, and maintenance passes to the Client on go-live unless a Support Phase is also agreed.

• Build, Implement & Support --- Newvion designs, builds, and integrates the Deliverable, and additionally provides ongoing support and maintenance for the period and scope specified in the Client Engagement Agreement.

3.2 The specific inclusions, exclusions, service levels, and access arrangements applicable to an Engagement are as set out in the Client Engagement Agreement. Where the Client Engagement Agreement is silent on a matter addressed generally in these Terms, these Terms apply.

3.3 Where an Engagement does not include a Support Phase, Newvion's obligations end on delivery (Build Only) or go-live (Build & Implement), and Newvion has no ongoing obligation to monitor, update, patch, or maintain the Deliverable --- including in response to changes made by a Third-Party AI Provider, changes to the Client Systems, or changes in law.

3.4 The parties may agree to change the Engagement Type (for example, adding a Support Phase after a Build & Implement engagement) by written agreement, treated as a new or varied Client Engagement Agreement.

4. Client Obligations

4.1 The Client must: (a) provide timely access to Client Systems, Client Data, personnel, and information reasonably required for Newvion to perform the Services; (b) ensure such access and information is accurate and lawfully provided; (c) obtain and maintain any third-party consents, licences, or rights necessary for Newvion to use Client Data and Client Systems for the purposes of the Services, including any consents required under the Privacy Act 1988 (Cth); and (d) provide timely feedback and approvals at each stage of the Build Phase.

4.2 Delays caused by the Client's failure to meet its obligations under clause 4.1 extend any timeline in the Client Engagement Agreement accordingly, and Newvion is not liable for any resulting delay or cost.

4.3 The Client is solely responsible for the content, legality, and accuracy of any Client Data, business rules, or instructions it provides for use in configuring a Deliverable, and for ensuring its use of any Deliverable (including chatbot content directed at its own customers) complies with applicable law, including the Australian Consumer Law, Spam Act 2003 (Cth), and Privacy Act 1988 (Cth).

5. Fees and Payment

5.1 Fees for the Services are as set out in the Client Engagement Agreement, which will specify whether fees are fixed-price, time-and-materials, a recurring Support Phase fee, or a combination.

5.2 Unless otherwise stated in the Client Engagement Agreement: (a) 50% of the Build/Implementation fee is payable before the Build Phase commences; (b) the remaining 50% is payable in full on completion of the Engagement (being delivery, for a Build Only Engagement, or go-live, for a Build & Implement or Build, Implement & Support Engagement); and (c) Support Phase fees (if any) are invoiced [monthly in advance].

5.3 All fees are exclusive of GST unless stated otherwise. The Client must pay GST on any taxable supply under the Agreement.

5.4 Invoices are payable within [14] days of the invoice date. Newvion may charge interest on overdue amounts at [the rate prescribed under the Supreme Court Act 1970 (NSW) / X% per annum], and may suspend Services (including an active Support Phase, and any live access arrangements under clause 8) if payment is more than [14] days overdue, on written notice.

5.5 Once work on an Engagement has commenced, fees paid are non-refundable, and if the Client cancels before completion the Client remains liable for the full balance of fees under clause 5.2 for the Engagement as scoped in the Client Engagement Agreement, except where a refund or reduction is required by the Australian Consumer Law.

6. Term, Suspension and Termination

6.1 A Build Only or Build & Implement Engagement continues until the Deliverables are delivered (or go live) and accepted in accordance with the Client Engagement Agreement, or completion of the agreed acceptance testing period, whichever is later.

6.2 A Support Phase continues for the period specified in the Client Engagement Agreement and, unless otherwise stated, automatically renews on a [month-to-month] basis until terminated by either party giving [30] days' written notice.

6.3 Either party may terminate the Agreement immediately by written notice if the other party: (a) commits a material breach that is not remedied within [14] days of notice; or (b) becomes insolvent or subject to an insolvency event.

6.4 On termination or expiry of a Support Phase, Newvion will: (a) revoke and cease all live access to Client Systems and Client Data granted under clause 8.4, and confirm this in writing; (b) at the Client's election and cost, either securely return or permanently delete any Client Data held by Newvion, except to the extent retention is required by law; and (c) provide reasonable assistance (at Newvion's then-current rates, unless otherwise agreed) for an orderly handover.

6.5 Termination does not affect fees accrued, or rights and obligations that by their nature survive termination, including clauses 7 (Intellectual Property), 8 (Data Handling and Confidentiality), 9 (AI-Specific Disclaimers), 10 (Limitation of Liability), and 11 (Indemnity).

7. Intellectual Property

7.1 Newvion IP. Newvion retains all right, title, and interest in the Newvion IP, including pre-existing frameworks, code libraries, prompt architectures, and methodologies. Nothing in the Agreement transfers ownership of the Newvion IP to the Client.

7.2 Deliverable IP. Newvion retains all right, title, and interest in the intellectual property in the Deliverables, including those custom-built for the Client under an Engagement. Conditional on Newvion having received payment in full for the relevant Engagement, Newvion grants the Client a non-exclusive, perpetual, irrevocable, royalty-free licence to use, operate, and (subject to clause 7.4) modify the Deliverables for the Client's own internal business purposes. This licence does not permit the Client to resell, sublicense, or provide the Deliverables to third parties as a standalone product, or to reverse-engineer the Deliverables to extract Newvion IP for use outside the Deliverable, without Newvion's prior written consent. Until payment in full is received, no licence is granted and the Client's use of the Deliverables is provisional.

7.3 Client Data and Training Inputs. The Client retains all ownership of Client Data, including any data or materials it provides for use in training, fine-tuning, prompting, or configuring a Deliverable. The Client grants Newvion a licence to use Client Data solely to perform the Services and for no other purpose, except as permitted under clause 7.5.

7.4 Third-Party and Open-Source Components. Deliverables may incorporate third-party software, open-source components, or Third-Party AI Provider models and APIs. These remain subject to their own licence terms, are not assigned to the Client, and the Client's rights to use them are limited accordingly. Newvion will disclose any material third-party dependencies in the Client Engagement Agreement or on request.

7.5 General Learnings. Nothing in the Agreement prevents Newvion from using generalised knowledge, skills, and experience gained in performing the Services (excluding Client Data and Client Confidential Information) in engagements for other clients, including reusing non-client-specific frameworks, prompt architectures, and methodologies.

8. Data Handling, System Access and Confidentiality

8.1 Development and Testing Access. Where Newvion requires access to Client Systems or Client Data during the Build Phase, the Client will provide access scoped to what is reasonably necessary (for example, a sandbox, test environment, or limited-permission account, where available), and will promptly revoke access no longer required. Newvion will use such access solely for the purposes of the Engagement.

8.2 Hosting and Storage. Where the Services involve Newvion hosting or storing Client Data (for example, as part of operating a Deliverable), Newvion will: (a) apply reasonable technical and organisational security measures appropriate to the sensitivity of the data; (b) endeavour, where reasonably practicable, to host and process Client Data within Australia, while noting that some Deliverables may involve processing by infrastructure located outside Australia (see clause 8.3); and (c) handle any personal information within Client Data in accordance with the Privacy Act 1988 (Cth) and Newvion's Privacy Policy at [PRIVACY POLICY URL].

8.3 The Client acknowledges that Deliverables may transmit Client Data (including personal information) to a Third-Party AI Provider in order to generate AI Output, and that such providers process data subject to their own terms and, in some designs, outside Australia. Newvion does not commit to disclosing the specific identity of any Third-Party AI Provider used, but will disclose the general category of processing (e.g. that a Deliverable uses a third-party large language model, and whether that involves overseas data processing) where this is required for the Client to meet its own obligations under the Privacy Act 1988 (Cth) (including Australian Privacy Principle 8 on cross-border disclosure) or otherwise on reasonable request. The Client is responsible for assessing whether such processing is acceptable for its own regulatory context (see also clause 9.5).

8.4 Live Access for Support. Where a Support Phase involves Newvion retaining live, ongoing access to Client Systems or Client Data, the Client will grant access on a least-privilege basis appropriate to the support required. Newvion will: (a) maintain reasonable access controls (including credential security and, where offered by the Client's systems, individually attributable logins); (b) not use such access other than to perform the Support Phase; and (c) notify the Client promptly of any known unauthorised access to, or compromise of, Client Systems or Client Data occurring through Newvion's access.

8.5 Security is a Shared Responsibility. Newvion is responsible for the security of its own systems, credentials, and any environment it hosts. The Client remains responsible for the security configuration of its own Client Systems, for granting access on an appropriate basis, and for promptly revoking access that is no longer required (including on termination, per clause 6.4).

8.6 Confidentiality. Each party must keep confidential the other party's non-public business, technical, and financial information disclosed under the Agreement (Confidential Information), and use it only for the purposes of the Agreement, except where disclosure is required by law or to professional advisers under a duty of confidentiality. This clause survives termination.

8.7 Data Breach Notification. If either party becomes aware of an actual or suspected unauthorised access, disclosure, or loss of Client Data, it must notify the other party without undue delay and reasonably cooperate on any resulting investigation and, if applicable, notifiable data breach obligations under the Privacy Act 1988 (Cth).

9. AI-Specific Disclaimers and Limitations

9.1 Nature of AI Output. The Client acknowledges that chatbots, large language models, and automated workflows are probabilistic in nature. AI Output may on occasion be inaccurate, incomplete, biased, out of date, or otherwise inappropriate (including so-called 'hallucinated' content), notwithstanding reasonable design and testing. Newvion does not warrant that any AI Output will be accurate, complete, or fit for any particular purpose.

9.2 Client Review Responsibility. The Client is responsible for reviewing, testing, and validating AI Output and Deliverable behaviour before relying on it for decisions that are material, safety-related, legal, financial, medical, or otherwise high-stakes, and for implementing appropriate human oversight, escalation paths, and content controls in its deployment of any Deliverable to its own customers or staff.

9.3 No Professional Advice Output. Deliverables are not designed, and must not be configured or represented by the Client, to provide regulated professional advice (including legal, medical, financial, or migration advice) unless expressly agreed in writing and subject to additional terms.

9.4 Workflow and Automation Failures. Automated workflows interact with the Client's own systems, third-party platforms, and data, any of which may change, become unavailable, or behave unexpectedly without notice to Newvion. Newvion is not liable for failures, errors, or losses caused by changes to, or unavailability of, Client Systems, third-party platforms, or Third-Party AI Providers that are outside Newvion's reasonable control.

9.5 Third-Party AI Providers. Deliverables may rely on infrastructure and models operated by Third-Party AI Providers, which Newvion selects and may change at its discretion without naming them to the Client. Newvion is not responsible for those providers' outages, pricing changes, model deprecations, changes in model behaviour, or breaches of their own terms or applicable law, but will use reasonable efforts to notify the Client of known material changes affecting a live Deliverable during any Support Phase.

9.6 No Guaranteed Outcomes. Any statement of expected time savings, cost savings, efficiency gains, or return on investment provided by Newvion (whether in a Client Engagement Agreement, marketing material, or otherwise) is an estimate only, based on stated assumptions, and is not a guarantee. Actual results depend on factors within the Client's control, including data quality, staff adoption, and business process, and Newvion gives no warranty that any particular outcome will be achieved.

10. Warranties and Limitation of Liability

10.1 Newvion warrants that it will perform the Services with due care and skill. Except as expressly stated in the Agreement, all other conditions, warranties, and representations, whether express or implied, are excluded to the maximum extent permitted by law.

10.2 Nothing in the Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other applicable law that cannot lawfully be excluded, restricted, or modified. Where permitted by section 64A of the Australian Consumer Law (services not ordinarily acquired for personal, domestic, or household use), Newvion's liability for failure to comply with a consumer guarantee is limited, at Newvion's election, to resupplying the Services or paying the cost of having the Services resupplied.

10.3 To the maximum extent permitted by law and subject to clause 10.2, Newvion is not liable to the Client for any indirect, consequential, or special loss, or for loss of profits, revenue, business opportunity, goodwill, or data, arising out of or in connection with the Agreement, whether in contract, tort (including negligence), or otherwise.

10.4 To the maximum extent permitted by law and subject to clause 10.2, Newvion's total aggregate liability arising out of or in connection with an Engagement (whether in contract, tort, under statute, or otherwise) is limited to the total fees paid by the Client to Newvion under that Engagement in the [12] months preceding the event giving rise to the claim.

10.5 Clause 10.3 and 10.4 do not apply to liability that cannot be excluded or limited by law, including liability for death or personal injury caused by negligence, fraud, or wilful misconduct.

11. Indemnity

11.1 The Client indemnifies Newvion against any loss, liability, or cost (including reasonable legal costs) that Newvion incurs arising from: (a) the Client's breach of the Agreement; (b) Client Data or Client-supplied content or instructions infringing a third party's rights or breaching applicable law; or (c) the Client's use of a Deliverable, or configuration of AI Output, in a manner not authorised by the Agreement, except to the extent caused by Newvion's negligence or breach of the Agreement.

12. Force Majeure

12.1 Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including a material outage or change by a Third-Party AI Provider, provided the affected party notifies the other and uses reasonable efforts to mitigate the impact.

13. Dispute Resolution

13.1 If a dispute arises under the Agreement, the parties must first attempt to resolve it in good faith through discussion between senior representatives, and if unresolved within [14] days, through mediation administered by [Resolution Institute / an agreed mediator] before either party commences court proceedings, except where a party seeks urgent interlocutory relief.

14. General

14.1 Assignment. The Client may not assign or novate the Agreement without Newvion's prior written consent. Newvion may assign the Agreement in connection with a sale or restructure of its business, on notice to the Client.

14.2 Subcontracting. Newvion may use subcontractors or Third-Party AI Providers to perform the Services and remains responsible for their performance of the subcontracted obligations.

14.3 Notices. Notices under the Agreement must be given in writing by email to the address nominated by each party in the Client Engagement Agreement.

14.4 Severability. If any provision of the Agreement is found unenforceable, it is severed and the remainder continues in effect.

14.5 Entire Agreement. The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions, except for any fraudulent misrepresentation.

14.6 Insurance. Newvion holds professional indemnity and cyber liability insurance

14.7 Governing Law. The Agreement is governed by the law of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of its courts.