Terms of Service

    Last updated: April 2025

    1. Agreement to Terms

    By accessing or using the website, platform, and services provided by Petrosi Group Pty Ltd trading as SafegateAI (ABN: 25 615 926 335) ("SafegateAI", "we", "us", "our"), you ("Client", "you", "your") agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of an organisation, you represent that you have the authority to bind that organisation to these Terms.

    If you do not agree to these Terms, you must immediately cease using our website and services.

    2. Definitions

    • "Services" means all AI managed services, consulting, training, platform access, and deliverables provided by SafegateAI
    • "Platform" means the SafegateAI SmartHub and any associated tools, dashboards, and interfaces
    • "Deliverables" means reports, assessments, strategies, training materials, custom AI solutions, and other work products created for the Client
    • "Confidential Information" means any non-public information disclosed by either party, including business plans, technical data, financial information, and client data
    • "Statement of Work" or "SOW" means a document that sets out the specific scope, timeline, fees, and deliverables for an engagement

    3. Services

    SafegateAI provides AI advisory and strategy practice services including but not limited to:

    • AI governance, compliance, and risk management frameworks
    • AI audit and risk assessment services
    • Custom AI agent development, MCP modelling, and automation solutions
    • Shadow AI monitoring and detection
    • Real-time AI ROI measurement and reporting
    • Workforce AI readiness assessment and training
    • Industry-specific and role-specific AI training workshops
    • Custom AI learning course development
    • AI strategy consulting and roadmap development
    • SafegateAI SmartHub platform access and support

    The specific scope, deliverables, and fees for each engagement will be set out in a Statement of Work agreed and signed by both parties.

    4. Client Obligations

    The Client agrees to:

    • Provide accurate, complete, and timely information, data, and access required to deliver the Services
    • Designate authorised personnel to liaise with SafegateAI and make decisions on behalf of the Client
    • Ensure that only authorised users access the Platform and maintain the confidentiality of account credentials and access tokens
    • Comply with all applicable laws, regulations, and industry standards in their use of the Services and Platform
    • Promptly notify SafegateAI of any security incidents, data breaches, or unauthorised access
    • Not reverse-engineer, decompile, or attempt to extract source code from the Platform or any SafegateAI proprietary tools
    • Not use the Services for any unlawful purpose or in a manner that could damage, disable, or impair the Platform

    5. Fees and Payment

    • Fees for Services will be set out in the applicable Statement of Work or proposal
    • Unless otherwise agreed, invoices are payable within thirty (30) days of the invoice date
    • All fees are quoted in Australian Dollars (AUD) unless otherwise specified and are exclusive of GST
    • Late payments will incur interest at the rate of 2% per month on the outstanding balance
    • SafegateAI reserves the right to suspend Services if invoices remain unpaid for more than fourteen (14) days past the due date
    • Travel, accommodation, and out-of-pocket expenses incurred in delivering the Services will be invoiced at cost unless a fixed fee has been agreed

    6. Intellectual Property

    6.1 SafegateAI IP

    All intellectual property rights in SafegateAI's platforms, tools, methodologies, frameworks, templates, and pre-existing materials remain the exclusive property of SafegateAI. Nothing in these Terms transfers ownership of SafegateAI IP to the Client.

    6.2 Client IP

    The Client retains all rights, title, and interest in their own data, business information, and pre-existing intellectual property. The Client grants SafegateAI a limited, non-exclusive licence to use Client data solely for the purpose of delivering the Services.

    6.3 Deliverables

    Unless expressly stated otherwise in a Statement of Work, intellectual property in custom Deliverables created specifically for the Client will be assigned to the Client upon full payment of all applicable fees. SafegateAI retains the right to use general knowledge, skills, experience, and non-confidential methodologies developed during the engagement.

    7. Confidentiality

    Both parties agree to:

    • Keep all Confidential Information strictly confidential and not disclose it to any third party without prior written consent
    • Use Confidential Information only for the purposes of fulfilling obligations under these Terms
    • Take reasonable measures to protect Confidential Information from unauthorised access, use, or disclosure
    • Promptly notify the disclosing party of any unauthorised disclosure or use of Confidential Information

    This confidentiality obligation survives the termination of any engagement for a period of five (5) years, except for trade secrets which remain protected indefinitely.

    Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or regulation.

    8. Data Protection

    SafegateAI will process personal data in accordance with our Privacy Policy and applicable data protection laws, including the Australian Privacy Act 1988, GDPR (where applicable), and the UK Data Protection Act 2018. Where SafegateAI processes personal data on behalf of the Client, the parties will enter into a Data Processing Agreement as required.

    9. Warranties and Disclaimers

    9.1 SafegateAI Warranties

    SafegateAI warrants that: (a) it will perform the Services with reasonable care and skill and in a professional manner; (b) the Services will materially conform to the specifications set out in the applicable Statement of Work; and (c) it has the right and authority to enter into these Terms.

    9.2 Disclaimers

    Except as expressly stated in these Terms, the Services and Platform are provided "as is" and "as available". To the maximum extent permitted by law, SafegateAI disclaims all other warranties, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. SafegateAI does not warrant that the Platform will be uninterrupted, error-free, or free of viruses or other harmful components.

    10. Limitation of Liability

    • To the maximum extent permitted by law, SafegateAI's total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client to SafegateAI in the twelve (12) months immediately preceding the event giving rise to the claim
    • In no event shall SafegateAI be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or business interruption, even if advised of the possibility of such damages
    • Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded or limited by applicable law (including the Australian Consumer Law)

    11. Indemnification

    The Client agrees to indemnify, defend, and hold harmless SafegateAI, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) the Client's breach of these Terms; (b) the Client's misuse of the Services or Platform; (c) the Client's violation of any applicable law or regulation; or (d) any third-party claim arising from the Client's data or use of Deliverables.

    12. Term and Termination

    • These Terms commence when you first access our website or Services and continue until terminated
    • Either party may terminate a service engagement by providing thirty (30) days' written notice to the other party
    • SafegateAI may terminate immediately and without notice if: (a) the Client commits a material breach of these Terms that is not remedied within fourteen (14) days of written notice; (b) the Client becomes insolvent, enters administration, or has a receiver appointed; or (c) the Client fails to pay invoices within thirty (30) days past the due date
    • Upon termination: (a) the Client must pay all fees for Services rendered up to the date of termination; (b) each party must return or destroy all Confidential Information of the other party; (c) SafegateAI will provide reasonable assistance to transition services and export Client data for a period of thirty (30) days following termination
    • Sections relating to Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and Governing Law survive termination

    13. Force Majeure

    Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government actions or sanctions, power failures, internet or telecommunications failures, cyberattacks, or industrial disputes. The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact.

    14. Acceptable Use

    When using our Platform and Services, you agree not to:

    • Use the Platform to store, transmit, or process any unlawful, harmful, threatening, abusive, or defamatory content
    • Attempt to gain unauthorised access to any systems, networks, or data
    • Introduce viruses, worms, trojan horses, or other malicious code
    • Interfere with or disrupt the integrity or performance of the Platform
    • Use automated tools (bots, scrapers, crawlers) to access the Platform without prior written consent
    • Resell, sublicence, or redistribute access to the Platform or Services without authorisation
    • Use the Services to develop competing products or services

    15. Dispute Resolution

    In the event of a dispute arising under or in connection with these Terms, the parties agree to follow this escalation process:

    1. Negotiation: The parties will first attempt to resolve the dispute through good-faith negotiation between senior representatives within fourteen (14) days of written notice of the dispute
    2. Mediation: If negotiation is unsuccessful, the parties will submit the dispute to mediation administered by the Australian Disputes Centre (ADC) in Sydney, Australia
    3. Litigation: If mediation fails to resolve the dispute within thirty (30) days, either party may commence legal proceedings in the courts of New South Wales, Australia

    16. General Provisions

    • Entire Agreement: These Terms, together with any applicable SOW and Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and representations
    • Amendment: SafegateAI may update these Terms from time to time. Continued use of the Services after changes constitutes acceptance. Material changes will be communicated with thirty (30) days' notice
    • Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect
    • Waiver: No failure or delay in exercising any right under these Terms shall operate as a waiver of that right
    • Assignment: The Client may not assign or transfer these Terms without SafegateAI's prior written consent. SafegateAI may assign these Terms to an affiliate or successor entity
    • Notices: All formal notices must be in writing and sent to the addresses set out in the applicable SOW or to the contact details below

    17. Governing Law

    These Terms of Service are governed by and construed in accordance with the laws of New South Wales, Australia. Subject to the dispute resolution process in Section 15, the parties submit to the exclusive jurisdiction of the courts of New South Wales.

    18. Contact Us

    For questions about these Terms of Service, please contact:

    Petrosi Group Pty Ltd t/a SafegateAI
    ABN: 25 615 926 335

    Level 35, International Towers One
    100 Barangaroo Ave, Barangaroo NSW 2000
    Australia

    Email: info@safegate.ai
    Tel: +61 2 8359 8379