Terms of Service

These Terms of Service ("Terms") govern your access to and use of services provided by RA1 Labs Pty Ltd (ABN 44 688 244 484; ACN 688 244 484) ("RA1 Labs", "we", "us", "our"), including any work performed under a package or Statement of Work agreed between us.

By signing up for a package, paying an invoice, or otherwise engaging us, you ("Client", "you") agree to be bound by these Terms. If you are agreeing on behalf of a business, you represent that you have authority to do so and "you" includes that business.

We provide consulting, design, build, and ongoing maintenance services for automation systems including but not limited to n8n workflows, AI integrations, payment automations, customer relationship management automations, and related software development. The specific scope of any engagement is defined in the package selected at checkout or in a separate Statement of Work ("SOW") signed between us.

We will perform our services with due care, skill, and diligence, in accordance with industry standards. However:

• Estimates of timeline (including the "48 hours" framing on our website) assume you provide all required inputs, access, and approvals promptly. Time-based estimates run from the moment we have everything needed, not from the moment of signup.
• Outputs that depend on third-party systems (n8n, OpenAI, Anthropic, Stripe, your CRM, etc.) are inherently subject to those systems' availability, behaviour, and pricing.
• Our work is bespoke. Specifications agreed at the start of an engagement are binding; out-of-scope changes are charged separately.

You agree to:

• Provide accurate, complete information about your business, requirements, and existing systems.
• Provide timely access to the tools, accounts, and data we need (including admin credentials for any system we are configuring).
• Comply with all laws applicable to your business and the data you ask us to process.
• Pay our invoices in full and on time.
• Maintain your own backups of data we process on your behalf — we do not guarantee that data we touch will not be lost in the event of a third-party outage or your own account changes.
• Not use the deliverables for any illegal, fraudulent, or otherwise harmful purpose.
• Not attempt to resell, sublicense or pass off our underlying templates, frameworks, or methodology as your own work to other parties.

• Fees are listed on our website and are charged in US Dollars unless we agree otherwise in writing. Local currency display is approximate.
• Setup fees are billed up-front via Stripe Checkout and are subject to our Refund Policy.
• Retainers are billed monthly in advance and continue until cancelled per our Refund Policy.
• Final-milestone payments (where applicable) are payable on or before delivery.
• Invoices not paid within 14 days are overdue. We may suspend or terminate services on overdue accounts, charge interest at 8% per annum (or the higher of 8% and the maximum rate permitted by applicable law), and recover collection costs to the extent permitted by law.
• Third-party costs (e.g. OpenAI API credits, hosting fees, domain registrations) are charged separately at cost and are payable directly by you to the third party — not bundled into our fees unless expressly stated.
• If you are an Australian-resident individual or business, GST does not currently apply (we are not registered for GST). When we register for GST, we will charge GST in addition to our quoted fees and will issue tax invoices accordingly.

5.1 Our pre-existing IP. All intellectual property in our underlying templates, frameworks, code libraries, methodology, training, designs, and know-how (including the n8n template library we draw from to deliver builds) ("Background IP") is and remains owned by RA1 Labs. We grant you a perpetual, worldwide, non-exclusive, non-transferable licence to use Background IP solely as embedded in the deliverables we create for you, and only for your own internal business purposes.

5.2 Your IP. All intellectual property in the data, content, branding, logos, and other materials you provide to us ("Client IP") remains owned by you. You grant us a non-exclusive licence to use Client IP only as needed to deliver the services.

5.3 Deliverables. Subject to full payment of all fees, we assign to you all intellectual property rights in the workflows, configurations, scripts and documentation specifically created for you under an engagement ("Deliverables") excluding any Background IP embedded within them. The Deliverables are licensed under Section 5.1 above.

5.4 Third-party components. Some deliverables incorporate open-source software (e.g. n8n, which is licensed under the Sustainable Use Licence). Your use of such components is subject to the relevant third-party licence terms.

5.5 Showcase rights. Unless you tell us otherwise in writing before delivery, we may reference our work for you in case studies, social posts, and proposals to other clients, including non-confidential descriptions, screenshots with sensitive data redacted, and your business name and logo.

Each party will keep the other party's confidential information secret and use it only for the purposes of the engagement. Confidential information does not include information that:

• was already in the receiving party's possession at the time of disclosure;
• is or becomes publicly known through no fault of the receiving party;
• is independently developed without reference to the other party's confidential information; or
• must be disclosed to comply with a legal obligation.

This obligation survives termination of these Terms.

Where a package or SOW specifies a response Service Level (e.g. "24-48h response"), this means:

• The time within which we will respond to a support request — not the time within which the issue will be resolved.
• Business days only, excluding weekends and Australian public holidays in Victoria.
• Best-efforts target. If we miss an SLA materially we will offer a service credit, agreed case by case.
• The SLA does not apply to (a) issues caused by your inputs, third-party systems or your own changes; (b) requests outside the agreed scope; (c) events outside our reasonable control.

We do not commit to uptime guarantees. The systems we build run on third-party infrastructure (n8n, your hosting, etc.) whose uptime is governed by those providers' own terms.

Most engagements involve third-party services (n8n, OpenAI, Anthropic, Stripe, HubSpot, Google Workspace, Cal.com, etc.). You acknowledge:

• You are responsible for accepting the relevant third-party terms and paying their fees directly.
• We do not control and are not liable for the acts or omissions of third parties or for changes they make to their services.
• If a third party changes pricing, removes a feature, or terminates a service, we will work with you in good faith to find an alternative — but our fees and timelines may need to be adjusted accordingly.

9.1 Australian Consumer Law. If you are a "consumer" within the meaning of the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)), you have rights that cannot be excluded, including consumer guarantees that the services will be supplied with due care and skill, fit for any specified purpose, and within a reasonable time. Nothing in these Terms excludes, restricts, or modifies those rights. Our liability for breach of a non-excludable consumer guarantee for services is limited (to the extent permitted by section 64A of the Australian Consumer Law) to re-supplying the services or paying the cost of having the services re-supplied.

9.2 Other warranties excluded. Subject to Section 9.1 and equivalent non-excludable rights under UK or US consumer law, we do not give any other warranties — express or implied — about the services, including no warranty of merchantability, fitness for any particular purpose, or that the services will be uninterrupted or error-free.

9.3 Limitation of liability. Subject to Sections 9.1 and 9.4, our total liability to you arising out of or in connection with these Terms or any engagement (whether in contract, tort, equity, statute or otherwise) is limited to the fees you have paid us in the 6 months immediately preceding the event giving rise to the liability. We will not be liable for any (a) loss of profits, (b) loss of revenue, (c) loss of business opportunity, (d) loss of goodwill, (e) loss of data (other than in respect of the cost of restoring the data from your own backups), (f) indirect, special, or consequential loss — even if we knew or should have known the loss was possible.

9.4 What we cannot exclude. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or breach of a non-excludable statutory guarantee.

10.1 By you. You may terminate a retainer with 14 days' written notice as set out in our Refund Policy. You may cancel a build engagement at any time, subject to fees due for work already performed.

10.2 By us. We may suspend or terminate any engagement on 14 days' notice, or immediately if you (a) materially breach these Terms (including non-payment) and do not remedy the breach within 14 days of being notified, (b) become insolvent or enter into administration, or (c) request work that we reasonably believe is unethical, illegal, or contrary to our values.

10.3 Effect of termination. On termination: (a) you must pay all outstanding invoices for work performed to date; (b) we will deliver any work-in-progress in its current state; (c) the licence to use Deliverables and Background IP continues if you have paid in full, or is suspended if you have not; (d) provisions of these Terms which by their nature should survive termination (including Sections 5, 6, 9, 11, 12) remain in effect.

These Terms are governed by the laws of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia.

However, this clause does not displace any non-excludable right you may have under your local consumer protection law (including Australian Consumer Law, UK Consumer Rights Act 2015, US state consumer protection statutes, or EU consumer protection law) to bring proceedings in your country of residence.

If a dispute arises, the parties will first attempt to resolve it directly by good-faith discussion. If the dispute is not resolved within 21 days, either party may refer it to mediation through the Australian Disputes Centre (disputescentre.com.au) before initiating court proceedings — except where urgent injunctive relief is required.

Neither party is liable for any delay or failure to perform caused by events outside its reasonable control, including natural disasters, government actions, internet or third-party service outages, pandemics, or acts of war. The affected party will notify the other promptly and resume performance as soon as reasonably possible.

• Entire agreement. These Terms (together with the Privacy Policy, Refund Policy, and any signed SOW) form the entire agreement between us.
• Variations. We may update these Terms from time to time. Material changes will be notified to active clients with at least 14 days' notice.
• Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a sale of our business.
• No partnership. Nothing in these Terms creates a partnership, joint venture or employment relationship between us.
• Severability. If any clause is held to be unenforceable, the remaining clauses continue in effect.
• Notices. Notices to us must be sent by email to ra1labs@pm.me. Notices to you will be sent to the email address used at signup.

RA1 Labs Pty Ltd
ABN 44 688 244 484 · ACN 688 244 484
L7, 570 St Kilda Road, Melbourne VIC 3004, Australia
Email: ra1labs@pm.me