1. The agreement
These Terms of Service ("Terms") govern the relationship between GRIVITY ("we", "us") and the Client ("you"). By engaging us for any project, retainer, or consulting service, you agree to be bound by these Terms.
We reserve the right to update these Terms at any time. Continued engagement after notification of changes constitutes acceptance.
2. Intellectual property (IP) ownership
We believe you should own what you pay for.
- Client ownership: Upon full payment of all fees, you are granted 100% ownership of the "Project Intellectual Property" created specifically for you. This includes custom code, interface designs, copy, configured automation logic, and trained AI models or prompts.
- GRIVITY background IP: We retain ownership of our background IP — pre-existing code libraries, internal frameworks, and reusable components. You are granted a perpetual, non-exclusive, royalty-free licence to use this background IP as part of your final product.
- Open source and third-party: Some deliverables may rely on open source software (e.g., React, Next.js) or third-party APIs. These are subject to their respective licences.
3. Payment terms
- Project work: Typically requires a 50% non-refundable deposit to secure scheduling, with the balance due upon completion or at agreed milestones. Larger projects may be structured across multiple milestone invoices as agreed in writing before commencement.
- Retainers: Monthly services (e.g., managed hosting, ads management, SEO) are billed monthly in advance. Standard retainers are billed via automated card payment. Enterprise clients and larger engagements may be billed via invoice by prior arrangement.
- Overdue invoices: We reserve the right to pause work or restrict access to staging environments if invoices are more than 14 days overdue. We will provide written notice before pausing work.
4. Project delays and client responsibilities
Engineering requires input. If you delay providing necessary assets — including access credentials, feedback, or content — by more than 10 business days, we reserve the right to reschedule your project to the next available slot in our scheduled pipeline.
5. Warranties and liability
- Software warranty: We provide a 30-day bug fix warranty period after launch. Bugs reported within this window are fixed at no cost. Issues reported after 30 days, or caused by third-party updates (e.g., a package update or platform change), are billable at our standard hourly rate as quoted at the time.
- AI and automation: AI-generated outputs — including voice agent responses, automated messages, and lead qualification decisions — are provided as-is. We do not warrant that AI outputs will be error-free and accept no liability for decisions made based on automated outputs.
- Performance: While we use best-practice engineering, we cannot guarantee specific Google rankings (SEO) or advertising costs (CPA), as these platforms are controlled by third-party algorithms.
- Liability cap: Our total liability for any claim arising out of our services is limited to the total amount of fees paid by you in the 3 months preceding the claim.
6. Termination
- Projects: May be cancelled by written notice via email to hello@grivity.co. You agree to pay for all work completed up to the cancellation date, supported by a written progress report provided upon request.
- Retainers: Require 30 days' written notice to cancel via email to hello@grivity.co.
- Data on termination: Upon termination, we will provide you with all project deliverables completed to date and permanently delete any client data from our systems within 30 days.
7. Confidentiality
Both parties agree to keep confidential any proprietary business information shared during the engagement. We will not disclose your business data, strategies, or systems to third parties without your written consent, except where required by law or necessary to deliver the contracted services using our approved sub-processors as outlined in our Privacy Policy.
8. Governing law
These Terms are governed by the laws of Queensland, Australia. Any disputes arising from these Terms will be subject to the exclusive jurisdiction of the courts of Queensland.
