Terms and Conditions
1. Introduction
These Terms and Conditions (“Terms”) govern the relationship between you (“Client”, “you”) and Nebula AI, operated by PJW MEDIA PTY LTD (ABN 96669111611) (“Nebula AI”, “we”, “us”, “our”) regarding the access to and use of our services, including but not limited to AI agents, AI automations, lead generation systems, consulting, and related technologies (collectively, the “Services”).
By engaging with our Services, submitting payment, or otherwise using our systems, you acknowledge that you have read, understood, and agree to be legally bound by these Terms.
If you do not agree with these Terms, you must not access or use our Services.
These Terms apply in conjunction with our Privacy Policy, available at https://thenebulaai.io, which governs how we handle personal information.
2. Services Provided
2.1 Scope of Services
Nebula AI provides a comprehensive AI Ecosystem consisting of:
AI Agents: including autonomous voice agents and chatbots capable of performing tasks such as lead qualification, appointment setting, and client engagement.
AI Automations: workflow automations, CRM integrations, and data-driven processes.
Lead Generation: digital marketing strategies, opt-in funnels, and audience targeting systems.
Services may also include strategy consulting, platform configuration, and custom implementations based on the client’s specific business needs.
2.2 Service Delivery
Our services are considered delivered once:
The agreed-upon AI agents and systems have been built,
Internally tested by our team,
And successfully deployed into a live environment (either on Nebula AI-managed infrastructure or a platform of your choosing).
Any additional support, maintenance, or performance improvements beyond this point may be subject to a separate agreement or ongoing service plan.
2.3 Flexible Scope and Duration
Timelines and project duration may vary based on scope and complexity. Some systems may be implemented within one week, while others may span several months depending on requirements.
3. Client Responsibilities
To ensure the successful delivery and performance of our Services, the Client agrees to the following responsibilities:
3.1 Access and Information
You must provide Nebula AI with timely access to all required systems, platforms, credentials, APIs, or other information necessary for the setup, configuration, and deployment of the Services.
You agree to:
Respond to requests promptly
Grant necessary permissions and administrative access
Ensure that all information provided is accurate and complete
Failure to provide access or accurate data in a timely manner may result in project delays or limitations in performance, and may affect your eligibility for any guarantees.
3.2 Communication and Collaboration
You agree to maintain reasonable communication throughout the engagement, including:
Attending agreed-upon meetings (e.g., weekly or biweekly sessions)
Providing feedback and approvals as needed
Reporting issues or errors in a timely manner
3.3 Responsibility for Outcomes
While we build and deploy systems to your specifications, the ultimate success of the Services depends on active collaboration. If you fail to engage, respond, or cooperate, Nebula AI is not liable for missed outcomes or underperformance.
4. Payment Terms
4.1 Invoicing and Payment Methods
All Services must be paid for in accordance with the agreed pricing structure. Invoices will be issued via a secure third-party payment processor, such as Stripe or Wise, and are due within the timeframe specified on the invoice (typically 7 days unless otherwise agreed).
We do not process or store your full payment details directly. All payment information is handled by the third-party provider in accordance with their security and compliance policies.
4.2 Payment Obligations
Timely payment is required to initiate or continue delivery of Services.
If payment is not received by the due date:
Services may be paused or withheld
We reserve the right to apply late fees or interest where permitted
Project timelines may be delayed as a result
4.3 Non-Payment and Suspension
In the event of non-payment, we reserve the right to:
Suspend access to any Services or systems delivered
Withhold transfer of ownership or credentials
Terminate the agreement entirely (see Section 10)
Restoration of Services may require full settlement of the outstanding balance, plus any administrative or reconnection fees if applicable.
5. Refund and Guarantee Policy
5.1 Positive ROI Guarantee
We are confident in the performance of our AI Ecosystem and offer a Positive ROI Guarantee:
If you do not see a measurable return on investment within 3 months of deployment, you may be eligible for either:
Continued service at no additional cost until positive ROI is achieved, or
A full refund of service fees paid during the qualifying period.
“Positive ROI” is defined as generating gross revenue equal to or exceeding the amount of your initial investment in our services, excluding any advertising or media spend.
This revenue must be directly attributable to sales resulting from the deployed AI Ecosystem.
This guarantee is strictly conditional upon your full cooperation and compliance with the terms outlined below.
5.2 Eligibility Criteria
To qualify for a refund or extended service under this guarantee, you must:
Attend scheduled weekly or biweekly meetings
Respond to communication within a reasonable timeframe
Provide necessary access, information, and approvals in a timely manner
Follow provided recommendations and implementation guidelines
Failure to meet these criteria voids the guarantee. We reserve the right to request documentation or meeting records to validate eligibility.
5.3 Exclusions and Limitations
Refunds will not be granted in cases of:
Change of mind or dissatisfaction without cause
Failure to respond, collaborate, or provide feedback
Outcomes affected by external business factors outside our control (e.g., website issues, staff turnover, platform bans)
Approved refunds will be processed within 14 business days to the original payment method.
This section applies in addition to our Privacy Policy and is referenced therein for transparency.
6. Intellectual Property
6.1 Ownership and Usage Rights
All AI agents, workflows, systems, scripts, prompts, and automations developed by Nebula AI remain the intellectual property of PJW MEDIA PTY LTD (trading as Nebula AI) unless otherwise agreed in writing.
Clients are granted a non-exclusive, non-transferable license to use the systems deployed on their behalf for the duration of the engagement.
6.2 Infrastructure and Deployment
By default, all services are developed and deployed using Nebula AI’s infrastructure, including but not limited to:
Subaccounts or instances on CRM platforms (e.g., GoHighLevel)
AI platforms (e.g., Retell AI, n8n, Voiceflow)
Hosting environments (e.g., Oracle Cloud, Google Cloud)
This structure allows for faster setup, centralized support, and performance monitoring.
6.3 Transfer and Handover
At your request, and subject to project scope and mutual agreement:
We may build systems on your infrastructure instead of ours, or
We may transfer the deployed systems to your infrastructure post-build
In such cases, once transfer is complete, Nebula AI is no longer responsible for maintenance, support, troubleshooting, or performance of the systems unless a separate retainer or support agreement is in place.
6.4 Restrictions
Unless explicitly permitted, you agree not to:
Reverse-engineer, duplicate, or resell the systems we develop
Whitelabel or license our solutions without a written revenue-sharing agreement
Violation of these terms may result in immediate termination of service and legal action.
7. Confidentiality
7.1 Mutual Confidentiality Obligations
Both parties agree to maintain the confidentiality of all non-public, proprietary, or sensitive information disclosed during the course of the engagement, including but not limited to:
Business strategies
Technical systems and workflows
Client data, leads, and customer information
Pricing, processes, and internal communications
Such information shall not be disclosed to any third party without prior written consent, unless required by law.
7.2 Internal Use Exception
Each party may share confidential information with its employees, contractors, or agents only on a need-to-know basis, and only if those individuals are bound by confidentiality obligations no less strict than those outlined here.
7.3 Duration of Confidentiality
These confidentiality obligations will remain in effect:
During the term of the engagement, and
For a period of two (2) years after termination or completion of services.
7.4 Breach and Remedies
Any unauthorized use or disclosure of confidential information may result in termination of service and legal remedies, including injunctive relief or damages where appropriate.
8. Service Availability and Downtime
8.1 No Guarantee of Uninterrupted Service
While Nebula AI strives to deliver reliable and responsive service, we do not guarantee uninterrupted access, real-time performance, or 100% uptime of any system we build or deploy.
Service interruptions may occur due to:
Scheduled maintenance
Platform updates
Internet outages
Third-party infrastructure issues beyond our control
We will make reasonable efforts to notify you of known disruptions and resolve any service interruptions as quickly as possible.
8.2 Dependence on Third-Party Platforms
Many of our systems rely on third-party platforms such as CRMs, voice platforms, automation tools, and hosting services.
We are not responsible for:
Downtime caused by these platforms
Changes to their pricing, functionality, or terms of service
Feature limitations or outages beyond our control
8.3 Performance Expectations
We will make commercially reasonable efforts to ensure the systems deployed are functioning as intended. However, fluctuations in performance may occur depending on factors such as lead quality, client responsiveness, or changes in platform APIs or algorithms.
9. Limitation of Liability
9.1 No Liability for Indirect or Consequential Loss
To the maximum extent permitted by law, Nebula AI shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to:
Loss of business, revenue, or profits
Reputational damage
Business interruptions
Missed opportunities or unbooked appointments
This applies even if we were advised of the possibility of such damages.
9.2 No Liability for Third-Party Failures
We are not responsible for:
Downtime or failures of third-party platforms (e.g., CRMs, voice services, cloud hosting)
Data loss or service interruptions caused by external systems or client-side environments
Policy changes, restrictions, or API limitations enforced by third-party providers
9.3 No Liability for Client Misuse
Nebula AI is not liable for:
Misuse or mishandling of the systems we provide
Poor performance due to unqualified leads, delayed follow-up, or lack of internal process
Miscommunication or inappropriate use of AI agents without human oversight where needed
9.4 Maximum Liability
In any case, our total liability to you for any claim arising out of or relating to this agreement shall not exceed the total amount paid by you to Nebula AI in the 3 months preceding the claim.
10. Termination
10.1 Termination by Client
You may terminate the engagement at any time by providing written notice. However, termination does not entitle you to a refund, except under the conditions outlined in Section 5: Refund and Guarantee Policy.
In particular:
No refunds will be issued for change of mind, partial work, or withdrawal during the development, setup, or testing phase.
Once the engagement has commenced and work has begun, your commitment is binding.
Refund eligibility is only considered after the full system has been deployed and has been live for at least 3 months, and only if it fails to generate a positive ROI as defined.
10.2 Termination by Nebula AI
We may terminate our services with written notice (minimum 7 days) under the following conditions:
Non-payment (see Section 4)
Breach of Terms
Conflict of interest or ethical concern
Disrespect, abuse, or lack of cooperation
Upon termination:
Access to services hosted on Nebula AI infrastructure may be revoked immediately
At our discretion, we may assist in transferring assets, provided outstanding balances are paid (see Section 6.3)
No further services will be rendered unless a new agreement is established
10.3 Mutual Agreement
The engagement may be concluded early by mutual written agreement, but no refunds will be issued unless your performance qualifies under the terms in Section 5.
Early termination by mutual agreement does not override the refund exclusion for pre-deployment or change-of-mind cancellations.
11. Governing Law
These Terms and any dispute arising out of or in connection with the Services provided by Nebula AI shall be governed by and construed in accordance with the laws of Victoria, Australia, without regard to conflict of law principles.
By engaging with our Services, you agree to submit to the exclusive jurisdiction of the courts of Victoria, Australia for the resolution of any disputes.
12. Changes to Terms
Nebula AI reserves the right to update or modify these Terms and Conditions at any time to reflect changes in our services, business practices, or legal obligations.
When changes are made:
We will notify active clients via email using the contact address provided, and/or
Post a notice on our website with the revised effective date
Your continued use of our Services after the revised Terms are published constitutes your acceptance of the updated Terms.
If you do not agree with the changes, you may terminate the agreement in accordance with Section 10.
The most current version of these Terms will always be available upon request or via our official website.
13. Contact Information
For any questions, concerns, or legal inquiries regarding these Terms and Conditions, please contact us at:
Email: info@thenebulaai.io
Business Name: Nebula AI (PJW MEDIA PTY LTD) (ABN: 96669111611)
Address: 303/368 Little Collins Street, Melbourne, Victoria, 3000, Australia
Note: As our business address may change, email is the preferred method of contact for all contractual communications.
