Studio Sakura Service Agreement

1. Definitions and Interpretation

In this Agreement, unless the context requires otherwise:

• "Agreement" means these Terms and Conditions, any Order Form, and any schedules or annexures referenced herein.
• "AI Output" means any text, data, analysis, recommendation, summary, draft, or other content generated by the Service using artificial intelligence or machine learning technologies.
• "Authorised User" means any individual authorised by the Client to access and use the Service, including the Client's employees, contractors, and agents.
• "Bot" or "Seat" means a single AI assistant instance deployed and configured for the Client within the Service.
• "Business Day" means a day that is not a Saturday, Sunday, or public holiday in Melbourne, Victoria.
• "Business Hours" means 9:00 AM to 5:00 PM AEST/AEDT on Business Days.
• "Client" means the entity identified in the Order Form that subscribes to the Service.
• "Client Data" means all data, content, files, documents, and information uploaded, input, or otherwise provided by the Client or its Authorised Users to the Service.
• "Confidential Information" means all information disclosed by one party to the other that is designated as confidential, or that a reasonable person would consider confidential.
• "IJSL", "we", "us", or "our" means IJSL Consulting (ABN: pending).
• "Personal Information" has the meaning given in the Privacy Act 1988 (Cth).
• "Service" means the Studio Sakura AI assistant platform provided by IJSL.
• "Sub-processor" means a third-party service provider engaged by IJSL that processes Client Data in connection with the delivery of the Service, as listed in Schedule 1.

2. Service Description

Studio Sakura is an AI-powered assistant platform designed for CEOs and high-net-worth individuals. The Service provides AI assistant Bots, integration with the Client's existing business tools, AI-powered capabilities (drafting, summarising, scheduling, research, document processing), a dedicated workspace per Client, and initial setup and onboarding within 5 business days of receiving the Client's configuration details.

Hosting. The Service is hosted on IJSL's infrastructure. Three deployment models are available: Shared Infrastructure (multi-tenant cloud, default); Dedicated VPS (private virtual server, 6-month minimum); On-Premise / BMS (hardware at Client's office, custom pricing). All options include full data isolation, encrypted storage, and Australian Privacy Act compliance. The primary hosting location for shared infrastructure is Germany (Hetzner Online GmbH), with AI processing via Sub-processors as detailed in Schedule 1.

[LEGAL REVIEW] Reconcile Germany hosting location with Sydney data-residency representation elsewhere on site / in Privacy Policy. Counsel to confirm APP 8 cross-border disclosure notice is sufficient.

Pricing. $499 (AUD) per Bot per month, billed monthly in advance. Custom pricing may be quoted for 10+ Bot deployments.

3. AI Output Disclaimer

The Client acknowledges and agrees that all AI Outputs are generated by artificial intelligence systems and are not professional advice of any kind. AI Outputs do not constitute and must not be relied upon as:

• property valuations or appraisals (IJSL is not a licensed valuer);
• legal advice (IJSL is not a law firm or licensed solicitor);
• financial advice (IJSL does not hold an Australian Financial Services Licence);
• tax advice; or
• a substitute for the Client's own professional judgment.

AI systems may produce outputs that are inaccurate, incomplete, outdated, or misleading. IJSL implements guardrails and safety measures to reduce the risk of errors, but cannot and does not guarantee the accuracy, completeness, or reliability of any AI Output. The Client is solely responsible for reviewing, verifying, and making decisions based on AI Outputs.

Human oversight required. The Client must ensure that AI Outputs are reviewed by a qualified person before being used in any material business decision, client communication, or regulatory context.

[LEGAL REVIEW] Confirm this disclaimer is sufficient to disclaim liability for AI errors under Australian law, particularly in the real estate context where outputs may touch on property valuations, tenancy law, or consumer rights.

4. Data Handling and Privacy

IJSL complies with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Client Data is used solely for delivering the Service, responding to Client instructions, maintaining workspace context, troubleshooting, and improving the Service (in aggregate and de-identified form only, never for AI model training).

Cross-border disclosure (APP 8). Client Data may be disclosed to Sub-processors located outside Australia, as listed in Schedule 1. Current Sub-processors include Google Cloud (Vertex AI) for AI model inference (United States / global).

[DECISION NEEDED] MiniMax M2.7 (Shanghai, China) is currently configured as a fallback LLM provider. If this remains active at contract signing, it must be disclosed as a Sub-processor. Recommendation: remove before contract execution to avoid APP 8 complications with Chinese data flows.

Retention. Client Data is stored on IJSL's Infrastructure (currently located in Germany), retained for the duration of the subscription, and retained for 30 days after termination to allow export.

No AI model training. IJSL does not use Client Data to train, fine-tune, or improve any AI or machine learning model.

[LEGAL REVIEW] Verify Google Cloud Vertex AI's current terms confirm no customer data is used for model training under the Enterprise/pay-per-use tier.

Client's privacy obligations (APP 5). The Client must notify its End Users that their Personal Information may be processed by AI systems, including overseas Sub-processors, and update its own privacy policy accordingly.

Data breach notification. IJSL will notify the Client of any data breach involving Client Data without unreasonable delay and in any event within 72 hours of becoming aware of the breach.

[LEGAL REVIEW] Ensure the 72-hour notification window aligns with current NDB scheme requirements.

5. Liability and Warranties

Limitation of liability. To the maximum extent permitted by law, IJSL's total aggregate liability under or in connection with this Agreement is limited to the total Fees paid by the Client in the 3-month period immediately preceding the event giving rise to the claim.

[DECISION NEEDED] The 3-month liability cap matches prior working draft. Consider whether enterprise clients should have a higher cap (e.g. 12 months) as the business matures.

[LEGAL REVIEW] Confirm this liability cap structure is enforceable under Australian law for B2B SaaS agreements and does not fall foul of unfair contract terms provisions where the Client is a small business.

Exclusion of indirect losses. To the maximum extent permitted by law, IJSL is not liable for indirect, incidental, special, consequential, or punitive damages; loss of revenue, profit, business, anticipated savings, or goodwill; loss of data (except where caused by IJSL's breach of data-handling obligations); loss arising from reliance on AI Outputs; or any third-party claim.

No warranty on AI accuracy. The Service is provided on a "best efforts" basis. IJSL does not warrant that AI Outputs will be accurate, complete, current, or error-free; that the Service will meet the Client's specific requirements; or that the Service will be uninterrupted or free of defects.

Australian Consumer Law. Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Competition and Consumer Act 2010 (Cth).

[LEGAL REVIEW] Verify unfair contract terms provisions (applying to small business contracts under $5M) do not render limitation clauses void or unenforceable.

Client indemnity. The Client indemnifies IJSL against loss arising from Client's breach of this Agreement, use of AI Outputs contrary to clause 3, third-party claims arising from Client's use, privacy-law non-compliance, or infringing content provided by Client.

Force majeure. Neither party is liable for delay caused by a Force Majeure Event (natural disasters, pandemics, war, government actions, internet failures, outages of third-party AI providers, cyberattacks, power failures). If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate.

6. Intellectual Property

IJSL's IP. All Intellectual Property Rights in the Service (platform, codebase, AI configurations, prompts, skills, workflows, templates, infrastructure architecture) are and remain the exclusive property of IJSL.

Client Data ownership. The Client retains all rights, title, and interest in Client Data, and grants IJSL a non-exclusive, worldwide, royalty-free licence to use, store, process, and transmit Client Data solely for providing the Service.

AI-Generated Outputs. The Client is granted a non-exclusive, perpetual, royalty-free licence to use, copy, modify, and distribute AI Outputs for the Client's own internal business purposes. IJSL does not claim ownership of AI Outputs generated specifically for the Client. AI Outputs may be similar to outputs generated for other clients; Client has no exclusivity. Client must not represent AI Outputs as the work product of a licensed professional.

[LEGAL REVIEW] Ownership and licensing of AI-generated content is evolving under Australian law. Confirm approach is current.

Restrictions. Client must not reverse-engineer, copy, redistribute, sublicense, benchmark for competing products, or build competing services using the Service.

7. Service Levels

Uptime target: 99.5% monthly uptime for core messaging and AI response functionality. Excludes planned maintenance, Force Majeure, third-party outages, Client-caused issues, and outages under 5 consecutive minutes.

[DECISION NEEDED] SLA credits not included in this version. Recommendation: defer until after first 6 months of operation, then assess.

Planned maintenance: minimum 24 hours' written notice; scheduled outside Business Hours where practicable.

Support: email support during Business Hours (9am–5pm AEST/AEDT, Mon–Fri). Response target: 24 hours during Business Days.

[DECISION NEEDED] Consider whether to offer a premium support tier (phone/chat, faster response, weekend coverage) for enterprise clients.

8. Billing and Payment

Fees: $499 (AUD) per Bot per month, billed monthly in advance. Exclusive of GST. Invoices issued via Stripe. Payment terms: Net 14 days.

Price changes: IJSL may change Fees with at least 60 days' written notice. Client may terminate if they do not accept the increase.

Overdue: after 14 days overdue, IJSL may suspend access and charge interest at 2% above the RBA cash rate, calculated daily.

9. Term and Termination

Term: month-to-month unless a different minimum term is specified in the Order Form. Auto-renews monthly.

[DECISION NEEDED] 6-month minimum commitment for dedicated VPS clients to be specified in Order Form, not general terms.

Termination by Client: 30 days' written notice. Termination takes effect at the end of the billing period following the notice.

Termination by IJSL: 30 days' written notice; or immediately for material breach unremedied after 14 days' notice, illegal use, insolvency, or non-payment 14 days after written demand.

Effect of termination: Client's access ceases; outstanding Fees remain payable; Client has a 30-day window to request data export; Data is deleted after the export window.

No refunds: Fees paid in advance for the current billing period are non-refundable, unless termination is due to IJSL's material breach.

[LEGAL REVIEW] Confirm no-refund clause does not conflict with Australian Consumer Law consumer guarantee provisions.

10. Confidentiality

Each party must keep the other's Confidential Information confidential, not disclose it except to employees/contractors/advisors bound by similar obligations, to Sub-processors as necessary to provide the Service, or as required by law. Exclusions: publicly available information, prior knowledge, independent development, lawful third-party receipt.

11. Client Responsibilities

Client agrees to use the Service lawfully, ensure Authorised User compliance, maintain credential security, and not use the Service for illegal, fraudulent, defamatory, or harmful purposes.

Connected Integrations: Client controls which are enabled and is responsible for obtaining necessary consents.

AI Output review: Client must review AI Outputs before acting on them, and report materially inaccurate or harmful outputs to IJSL. Client must inform End Users that they are interacting with an AI system, not a human.

12. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria.

[LEGAL REVIEW] Confirm Victoria governing law is appropriate given Sydney data residency representation and IJSL Consulting registered office.

Disputes: good-faith negotiation within 14 days, then mediation via the Resolution Institute in Melbourne. If unresolved within 30 days of mediation referral, either party may commence proceedings. Nothing prevents urgent interlocutory relief.

13. General

Entire agreement; severability; no waiver except in writing; Client may not assign without consent; IJSL may assign to affiliate or in connection with merger/acquisition; notices in writing (email accepted); no partnership/agency; no third-party rights; amendments in writing (IJSL may amend general T&C with 30 days' notice).

Schedule 1: Sub-processors

[DECISION NEEDED] If MiniMax M2.7 (Shanghai, China) remains as a fallback LLM at contract execution, add to this schedule. Strong recommendation: remove before contract execution due to APP 8 complexity with Chinese data flows.

[DECISION NEEDED] Confirm whether Stripe (billing), monitoring services, and email delivery should be listed. Stripe processes billing data, not Client Data, so may not need to be listed here, confirm with counsel.

Last updated: [INSERT DATE]

Schedule 2: Order Form (Template)

Completed separately for each Client. Fields: Client Name, ABN/ACN, Contact Name, Contact Email, Billing Email, Number of Bots, Monthly Fee per Bot, Total Monthly Fee, Commencement Date, Minimum Term, Special Terms. Signed by both parties.