Terms of Service

1Definitions

In these terms:

"we", "us", "our", "Inverted"

Social Mums Club Group Pty Ltd (ABN 96 678 349 310), trading as Inverted AI Studio, of 28 Chestnut Street, Wynnum, Queensland 4178, Australia.

"you", "your"

The person or organisation reading this website, holding an account on the Platform, or engaging us for Project Work — as the context requires.

"Website"

invertedai.studio and every page served from it.

"Platform"

The Inverted editor: the private, invitation-only application through which a Client edits the content of a website we have built and published for them, together with its APIs, dashboards and associated tools.

"Client"

An organisation that has engaged us for Project Work or holds a subscription to the Platform.

"Client Site"

A website, application or system we have built for a Client, including one connected to the Platform.

"Project Work"

Design, development, integration, maintenance or consulting services we perform for a Client, including websites, iOS applications, dashboards, internal platforms, automations and design.

"Project Agreement"

The proposal, statement of work, quote, order form or other written agreement under which we perform Project Work for a Client, including any document it incorporates.

"Your Content"

Text, images, video, audio, files, data, logos, product information and any other material you upload to, enter into, or publish through the Platform or a Client Site — including material entered by anyone using your account.

"Services"

The Website, the Platform and any Project Work, together.

"AI Features"

Features of the Platform that use a third-party large language model to draft, rewrite or suggest content.

"AI Output"

Anything produced by an AI Feature.

"Personal Information"

Has the meaning given in the Privacy Act 1988 (Cth).

"ACL"

The Australian Consumer Law, being Schedule 2 to the Competition and Consumer Act 2010 (Cth).

2What these terms cover

2.1 Three relationships, one page

We do three distinguishable things, and these terms address each of them:

• The Website. Anyone may read it. Clause 3 applies to you simply because you are here.
• The Platform. Available only to people invited by us or by a Client. Clauses 5 to 12 apply.
• Project Work. Performed under a Project Agreement. Clause 4 explains how that agreement and this page fit together.

2.2 Order of precedence

If there is any inconsistency between documents, the following order applies, from highest to lowest:

1. A Project Agreement signed or accepted in writing by both of us;
2. These terms;
3. Our Privacy Policy;
4. Any other material on the Website.

This order exists so that a term negotiated for your project is never quietly overridden by a general statement on a web page.

2.3 Acceptance

By using the Website you accept clause 3 and the clauses that support it. By creating or using a Platform account, you accept these terms in full. If you are accepting on behalf of an organisation, you warrant that you are authorised to bind it, and "you" includes that organisation.

2.4 Changes to these terms

We may amend these terms. Where a change materially reduces your rights or increases your obligations, we will give Platform account holders and current Clients at least fourteen (14) days' notice by email or by a notice inside the Platform before it takes effect. Other changes take effect when published. The version number and date at the top of this page always identify the current version. Continuing to use the Services after a change takes effect is acceptance of it; if you do not accept a change, you may close your account under clause 12.1.

A change to these terms does not, by itself, vary a Project Agreement already on foot.

3Using this website

3.1 What the Website is

The Website describes what we do and invites enquiries. It is marketing material, not an offer capable of acceptance.

3.2 Indicative pricing

Any price, rate, range or timeframe shown on the Website is indicative only. It is based on assumptions about scope that may not hold for your project. A binding price exists only in a Project Agreement. Prices are in Australian dollars and, unless expressly stated otherwise, exclude GST.

3.3 Enquiries and the preview tool

When you submit an enquiry form you ask us to contact you about your enquiry, and you agree to receive a reply by email or telephone. We handle what you send us in accordance with our Privacy Policy. Do not send confidential information through a public form; use it to start a conversation and we will arrange a suitable channel.

Interactive tools on the Website that generate a sample layout from a logo or colour are illustrative toys. They produce no deliverable, create no obligation on either of us, and nothing entered into them is retained as a record.

3.4 What you must not do here

• Scrape, crawl, harvest or systematically extract the Website or its content other than by a search engine obeying our robots directives;
• Use the Website or any address published on it to send unsolicited commercial messages;
• Attempt to probe, scan, overload or gain unauthorised access to the Website or the systems behind it;
• Reproduce, republish or adapt substantial parts of the Website's copy, design or code.

4Proposals and project work

4.1 Scope is fixed in writing

Project Work is defined by the Project Agreement. Anything not written in it is out of scope. Changes to scope are agreed in writing and may change the price and the timetable.

4.2 Quotes

A quote is valid for thirty (30) days from its date unless it says otherwise, and is conditional on the information you gave us being accurate and complete.

4.3 What we need from you

Delivery depends on you supplying content, brand assets, access to accounts and domains, approvals and decisions within a reasonable time. Where a delay is caused by something we have asked you for and not received, timeframes extend accordingly and we are not in breach. If a project is dormant for more than sixty (60) days for reasons on your side, we may invoice work completed to date and re-schedule the remainder.

4.4 Acceptance of deliverables

Unless the Project Agreement says otherwise, you have ten (10) business days from delivery of a milestone to notify us in writing of anything that does not meet the agreed scope. We will correct genuine defects at no charge. Work not rejected within that period is taken to be accepted. Acceptance does not affect your rights under the ACL or any warranty period in the Project Agreement.

4.5 Third-party accounts

A build usually requires accounts with third parties — a domain registrar, a hosting provider, a payment processor, an email service, an app store. Unless the Project Agreement says otherwise, those accounts are yours, in your name, and their fees are yours. We will set them up and operate them with your authority. We are not responsible for a third party's decisions, pricing, outages or account actions.

4.6 Portfolio and attribution

Unless you tell us in writing that you would rather we did not, we may identify you as a client and show the public-facing parts of the work in our portfolio, case studies and marketing. This never extends to anything behind a login, anything marked confidential, or any data of yours or your customers'.

5Accounts and platform access

5.1 Invitation only

The Platform is private. An account exists only where we or a Client have invited it. You must be at least eighteen (18) years old to hold one.

5.2 Your account details

You must give accurate details, keep them current, and choose a password that you do not use anywhere else. You are responsible for everything done through your account.

5.3 One account per person; no sharing

Accounts are personal. Do not share your password, let someone else use your account, or hold more than one account. If more people at your organisation need access, ask us — adding a person is free and takes a moment, and it means an exit or a dispute can be handled by disabling one account rather than changing everybody's password.

5.4 Security

Tell us promptly at team@invertedai.studio if you believe an account has been compromised. We may suspend an account immediately where we reasonably suspect unauthorised access, and will tell you why as soon as we practicably can.

5.5 Authority within the Client

Where your account was created at a Client's request, your access is held on that Client's behalf. The Client may ask us to disable it at any time, and we will act on that request without needing your agreement.

6Acceptable use

6.1 Permitted use

Use the Platform to edit, review and publish content for the Client Site it is connected to. That is what it is for.

6.2 Prohibited conduct

You must not, and must not permit anyone else to:

• Publish content that is unlawful, defamatory, misleading or deceptive, obscene, harassing, or that infringes anyone's rights;
• Publish health, financial, legal or other regulated claims you are not entitled to make, or make representations that would breach the ACL;
• Upload malware, or anything designed to damage, disable or gain unauthorised access to any system;
• Reverse engineer, decompile or attempt to derive the source code, data model or underlying methods of the Platform, except to the extent that this restriction is void under the Copyright Act 1968 (Cth);
• Copy, resell, sublicense, white-label or otherwise make the Platform available to any third party;
• Use the Platform, or anything learned from it, to build or assist in building a competing product;
• Interfere with the Platform's operation, bypass a security or rate-limiting control, or use it in a way that imposes an unreasonable load;
• Use automated means to access the Platform other than through an interface we have provided for that purpose;
• Upload Personal Information about anyone else that you are not entitled to publish, or that you have no lawful basis to disclose.

6.3 If you breach this clause

We may remove or unpublish offending content, suspend or close accounts, and in serious or repeated cases terminate the Services. Where it is reasonable to do so we will warn you first and give you a chance to fix the problem. Where content is unlawful, exposes us or a third party to immediate harm, or must come down to comply with a legal obligation, we may act first and tell you immediately afterwards.

7Your content

7.1 It stays yours

You own Your Content. Nothing in these terms transfers ownership of it to us, and we do not use it to train any artificial intelligence model.

7.2 The licence we need to run the service

You grant us a non-exclusive, royalty-free, worldwide licence to host, store, copy, reproduce, reformat, resize, transmit and display Your Content for the sole purpose of providing the Services to you — which includes publishing it on your Client Site, generating image sizes and previews, and holding backups. The licence lasts only as long as we hold the content, and ends when it is deleted under clause 12.

7.3 What you promise about it

You warrant that you own Your Content or have all rights and licences needed to publish it, that publishing it will not infringe anyone's intellectual property, privacy or other rights, and that it complies with all applicable laws — including, where it is advertising, the ACL.

Stock photography, fonts and music are the usual place this goes wrong. If you supply us with an asset, you are confirming you hold a licence that covers the use it is being put to.

7.4 Your site's content is your responsibility

We build the system; you decide what it says. We do not review, verify or endorse what you publish, and we are not responsible for it. Where we have drafted copy for you as part of Project Work, you remain responsible for checking that it is accurate and that you are entitled to make the claims in it before it goes live.

7.5 Personal Information in your content

Where Your Content, or data collected through your Client Site, includes Personal Information about other people, you are the entity responsible for it under privacy law and we handle it on your instructions as a service provider. Our Privacy Policy explains this split in detail. You are responsible for having your own privacy policy and for collecting that information lawfully.

8AI features

8.1 What they do

Some parts of the Platform use a third-party large language model to draft or rewrite copy. To do that, the text you are working on and the instruction you give are sent to that provider. Our Privacy Policy names the provider and explains what is sent and how long it is kept.

8.2 AI Output is a draft, not an answer

8.3 Not professional advice

AI Output is never legal, financial, medical, tax or other professional advice, and must not be relied on as such or presented to your customers as such.

8.4 Don't put secrets in a prompt

Do not enter Personal Information you do not need to publish, credentials, or anything confidential into an AI Feature. If you would not put it on the page, do not put it in the prompt.

8.5 Rights in AI Output

As between you and us, we make no claim to AI Output generated for your site. We cannot warrant that AI Output is original or that it does not resemble material generated for someone else, because of how these models work — which is another reason clause 8.2 matters.

9Intellectual property

9.1 Ours

We own, and retain, all intellectual property in: the Platform and its source code; the Website; our underlying frameworks, component libraries, SDKs, tooling and development methodology; and anything we built before your project or independently of it. Nothing in these terms or a Project Agreement transfers any of that to you, and your rights to it are limited to the licence in clause 9.3.

"Inverted", "Inverted AI Studio" and our logo and wordmark are our trade marks. You may not use them without our written permission, except to refer to us factually.

9.2 Yours

You own, and retain, all intellectual property in your brand, your trade marks, your existing materials and Your Content.

9.3 What you get on a build

Unless your Project Agreement expressly assigns it, on full payment of all amounts due we grant you a perpetual, worldwide, non-exclusive, non-transferable licence to use, host and operate the bespoke deliverables we built for you, for your own business purposes. That licence does not extend to our reusable frameworks and tooling beyond their use within those deliverables, and does not permit you to resell or sublicense them as a product.

If you need outright assignment of the bespoke code, say so before we start and we will price it. It is a reasonable thing to want and a reasonable thing to pay for; what is not workable is agreeing it after the fact.

9.4 Open-source and licensed components

Deliverables may include open-source components and commercially licensed assets, each governed by its own licence. Those licences continue to apply and are not altered by clause 9.3. We will tell you about any licence that imposes an ongoing obligation or cost on you.

9.5 Feedback

If you send us ideas, suggestions or feature requests, we may use them without restriction and without owing you anything. We will not identify you as their source without your permission.

10Hosting, availability and support

10.1 Availability

We aim to keep the Platform and the sites we host available and quick, and we work to resolve faults promptly. We do not guarantee uninterrupted or error-free operation, and no service level agreement applies unless one is written into your Project Agreement.

10.2 Maintenance

We may take the Platform down for maintenance. For planned work we will give reasonable notice and choose a quiet window where we can. Urgent security work may happen without notice.

10.3 Backups

We take regular backups of Platform content and keep them for a limited period, described in our Privacy Policy. Backups are a disaster-recovery measure for us, not an archival service for you: we do not guarantee that any particular version of any particular item can be recovered. If a document matters to you, keep your own copy of it.

10.4 Support

Support is provided by email at team@invertedai.studio during Australian Eastern business hours. We aim to acknowledge within one business day. Support covers faults in what we built and reasonable help using the Platform; it does not cover new features, content entry, or training beyond the handover included in your project.

10.5 Changes to the Platform

We develop the Platform continuously and may add, change or remove features. We will not remove a feature that your Project Agreement specifically commits us to providing, without agreeing a replacement with you first.

11Fees and invoicing

11.1 What you pay

Fees are set out in your Project Agreement. Unless it says otherwise, amounts are in Australian dollars and exclude GST, which we add where it applies.

11.2 Payment terms

Invoices are payable within fourteen (14) days of issue unless the Project Agreement states otherwise. We may require a deposit before starting work and may invoice by milestone.

11.3 Late payment

If an invoice is more than fourteen (14) days overdue we may, after giving you written notice and a further seven (7) days to pay, suspend the Services — including Platform access and hosting — until it is paid. We may charge interest on overdue amounts at the Reserve Bank of Australia cash rate plus 4% per annum, calculated daily, and may recover reasonable costs of collection. Suspension does not relieve you of the obligation to pay.

We would much rather hear that money is tight than suspend anything. Tell us early and we will work something out.

11.4 Subscriptions

Where the Platform or hosting is supplied on a recurring fee, it continues until cancelled under clause 12. Fees may be adjusted on thirty (30) days' written notice, taking effect from your next billing period. Recurring fees are not refundable for a part-period already begun, except where the ACL requires it.

12Term and termination

12.1 By you

You may close a Platform account at any time by telling us. You may cancel a subscription by giving us thirty (30) days' written notice, effective at the end of the notice period. Cancelling does not refund fees already paid or waive amounts already owing.

12.2 By us

We may suspend or terminate the Services:

• Immediately, if you materially breach these terms and the breach cannot be fixed, or if you fail to fix a fixable breach within fourteen (14) days of written notice;
• Immediately, where required by law or to stop unlawful content or an active security threat;
• Under clause 11.3, for non-payment;
• On ninety (90) days' written notice, if we discontinue the Platform or stop offering a service. We will not leave you stranded: that notice period exists so a published site can be migrated.

12.3 Your site keeps working

This is the part Clients ask about most, so it is written down. The Platform is an editor for your site, not the site itself. If you stop using the Platform, the site we built and published for you continues to work with the content as last published. What you lose is the ability to edit it through us.

Where we host the site and the hosting arrangement also ends, we will cooperate reasonably — at our standard rates where significant work is involved — to hand over the deliverables, the published content, and the domain and account access needed to run it elsewhere.

12.4 Your data on exit

On termination you may request an export of your Platform content and uploaded files. Ask within thirty (30) days of termination and we will provide it in a common machine-readable format at no charge.

We then delete your content from our active systems within ninety (90) days of termination, and from backups as those backups expire on their normal cycle. We keep what we must keep for legal, tax and dispute-resolution purposes, as described in our Privacy Policy.

12.5 What survives

Clauses 7.3, 9, 11, 12.3, 12.4, 14, 15, 16, 17 and 18, and any other clause that by its nature should survive, continue after termination.

13Third-party services

The Services depend on third parties — hosting, databases, object storage, email delivery, AI model providers, payment processors, app stores, domain registrars and analytics. They are named in our Privacy Policy where they handle Personal Information.

We choose them carefully, but we do not control them. We are not responsible for their acts, omissions, outages, price changes, policy changes or discontinuation, except to the extent our own negligence contributed to the loss. Where a third party's terms apply to you directly, you are responsible for complying with them.

The Website and Client Sites may link to other websites. A link is not an endorsement, and we are not responsible for what is on the other end of it.

14Disclaimers

Read this clause together with clause 15.2, which preserves your statutory rights.

15Liability and indemnity

15.1 Exclusions and cap

15.2 Australian Consumer Law

Nothing in these terms excludes, restricts or modifies any guarantee, right or remedy you have under the ACL or any other law that cannot be excluded, restricted or modified by agreement.

Where our goods or services come with a consumer guarantee that cannot be excluded, and we are permitted to limit our liability for failing to comply with it, our liability is limited — at our option — to resupplying the services or paying the cost of having them resupplied, as provided by section 64A of the ACL. Nothing in this agreement limits our liability for a failure to comply with a guarantee where the ACL does not permit it to be limited.

15.3 Your liability to us

You indemnify us against claims, liabilities, losses and reasonable costs (including legal costs) arising from: Your Content; your breach of these terms or a Project Agreement; your breach of any law; or misuse of your account. This indemnity is reduced to the extent our own negligence or breach contributed to the loss.

15.4 Mitigation and time limit

Each of us must take reasonable steps to mitigate loss. Any claim under these terms must be brought within twelve (12) months of the date you first became aware, or reasonably ought to have become aware, of the facts giving rise to it — except where a longer period is required by law.

16Privacy

Our Privacy Policy explains how we collect, use, disclose, store and secure Personal Information, which third parties we use, where data is held, and how to access, correct or complain about it. It forms part of these terms.

Where we handle Personal Information on your behalf — for example enquiries submitted through a Client Site we host — we do so on your instructions and only to provide the Services. Each of us is responsible for complying with privacy law in respect of our own role, and we will cooperate with you in responding to an individual's request or a data breach.

17Governing law and disputes

17.1 Governing law

These terms are governed by the laws of the State of Queensland, Australia, without regard to conflict of law rules.

17.2 Jurisdiction

Each of us submits to the non-exclusive jurisdiction of the courts of Queensland and the courts competent to hear appeals from them.

17.3 Talk to us first

Before starting proceedings, you agree to raise the dispute with us in writing at team@invertedai.studio, setting out what has gone wrong and what you would like done about it. We will respond within fourteen (14) days and each of us will negotiate in good faith for up to thirty (30) days. This clause does not prevent either of us from seeking urgent injunctive relief, and does not apply to a complaint you take to a regulator or an ombudsman.

18General

18.1 Entire agreement

These terms, the Privacy Policy and any Project Agreement are the entire agreement between us about the Services, and replace all earlier discussions, proposals and representations about them. Nothing in this clause excludes liability for fraud or for misleading or deceptive conduct.

18.2 Severability

If a provision is invalid or unenforceable, it is read down to the minimum extent necessary, or severed if it cannot be. The rest continues in force.

18.3 Waiver

A failure or delay in exercising a right is not a waiver of it, and a single or partial exercise does not prevent a further exercise.

18.4 Assignment

You may not assign or transfer your rights or obligations without our written consent, which we will not unreasonably withhold. We may assign ours in connection with a merger, restructure or sale of substantially all our assets, provided your rights are not materially reduced.

18.5 Subcontracting

We may use subcontractors to perform parts of the Services. We remain responsible to you for work they do.

18.6 Force majeure

Neither of us is liable for a delay or failure caused by something genuinely outside our reasonable control, including natural disaster, war, epidemic, industrial action, failure of a telecommunications or utility provider, or a third-party platform outage. This does not excuse an obligation to pay money already owing.

18.7 Relationship

We are independent contractors. Nothing creates a partnership, joint venture, agency, employment or franchise between us.

18.8 Notices

Notices to us go to team@invertedai.studio or the postal address in clause 19. Notices to you go to the email address on your account or in your Project Agreement. Email notices are taken to be received on the next business day after sending, unless the sender receives a delivery failure.

18.9 Interpretation

Headings are for convenience and do not affect interpretation. "Including" and "such as" are not words of limitation. A reference to legislation includes legislation that amends or replaces it. The summary box at the top of this page is a reading aid and is not a term of the agreement.

19Contact