Client Services Agreement
PARTIES
Provider: TTM Labs Pty Ltd ABN 66 662 501 055 ("TTM Labs", "we", "us"), Perth, Western Australia.
Client: As specified in the Order Form executed between the parties ("Client", "you").
1. DEFINITIONS
"Agreement" means this Client Services Agreement together with any Order Form executed between the Parties.
"AI Agent" means the AI-powered software agent deployed and operated by TTM Labs on behalf of the Client.
"Client Data" means any data, content, or information submitted by the Client through or in connection with the AI Agent.
"Ironframe Platform" means TTM Labs' proprietary AI runtime, model infrastructure, tool execution layer, billing architecture, and all associated software.
"Order Form" means a document executed by both Parties specifying services, fees, and conditions.
"Output" means content, documents, messages, or other materials generated by the AI Agent in providing services.
"Services" means the AI agent deployment, operation, maintenance and support services described in the Order Form.
2. SERVICES
TTM Labs will provide the Services as described in the applicable Order Form with reasonable skill and care. TTM Labs will use commercially reasonable efforts to maintain AI Agent availability. Scheduled maintenance and events outside TTM Labs' reasonable control are excluded from availability commitments.
The Client must: (a) provide accurate information required to configure the AI Agent; (b) use the Services lawfully; (c) not attempt to reverse engineer any component of the Ironframe Platform; and (d) promptly notify TTM Labs of any suspected security incidents.
3. FEES AND PAYMENT
Services are billed on a credit-based model. The Client pre-loads a credit balance which is drawn down as the AI Agent processes requests. The billing rate is as specified in the Order Form (currently A$6.00 per million tokens, plus a A$9.99 weekly maintenance fee).
TTM Labs will notify the Client when their balance falls below the alert threshold in the Order Form. Credits are non-refundable except where required by the Australian Consumer Law. Fees are exclusive of GST; TTM Labs will issue a valid tax invoice where GST applies.
4. INTELLECTUAL PROPERTY
All intellectual property in the Ironframe Platform, AI Agent infrastructure, model weights, training data, tool implementations, and runtime architecture remain the exclusive property of TTM Labs. Nothing in this Agreement transfers ownership of TTM Labs IP to the Client.
The Client retains all rights in Client Data. Subject to the Client's compliance with this Agreement, Output generated by the AI Agent is owned by the Client for its internal business purposes. The Client must not decompile, reverse engineer, or attempt to derive the source code or architecture of any component of the Services.
5. CONFIDENTIALITY
Each Party will keep the other's Confidential Information strictly confidential, not disclose it to third parties without consent, and only use it for performing or receiving the Services. The architecture and specifications of the Ironframe Platform constitute Confidential Information of TTM Labs. Confidentiality obligations survive termination for three years.
6. DATA AND PRIVACY
Each Party will comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. The Client is responsible for ensuring it has a lawful basis for providing personal information to TTM Labs and has obtained all necessary consents.
TTM Labs will: (a) only process personal information to provide the Services; (b) implement reasonable security measures; (c) not disclose personal information to third parties except as necessary (including to model API providers such as Google); and (d) promptly notify the Client of any suspected data breach.
The AI Agent relies on third-party AI model APIs (currently including Google Gemini). Client Data processed by those APIs is subject to the relevant provider's terms. TTM Labs recommends avoiding submission of sensitive personal information unless strictly necessary.
7. LIMITATION OF LIABILITY
TTM Labs' total aggregate liability for all claims arising under this Agreement is limited to the total fees paid by the Client in the three months preceding the claim. Neither Party is liable for indirect, incidental, special, punitive, or consequential loss, including loss of profits, revenue, data, or opportunity.
Nothing excludes any right or remedy under the Australian Consumer Law that cannot be excluded by law. The Client is responsible for reviewing and verifying all AI-generated Output before acting on it.
8. TERM AND TERMINATION
Either Party may terminate on 30 days' written notice. Either Party may terminate immediately on material uncured breach (14 days' notice to remedy) or insolvency. TTM Labs may suspend the Services if the Client's credit balance reaches zero or the Client misuses the Services.
On termination: all licences cease; each Party returns the other's Confidential Information on request; TTM Labs provides Client Data within 14 days.
9. GENERAL
This Agreement is governed by the laws of Western Australia, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of Western Australia. This Agreement constitutes the entire agreement between the Parties and supersedes all prior representations and negotiations. TTM Labs may update these terms on 30 days' notice; continued use constitutes acceptance.
Questions about this agreement? Contact info@ttmlabs.ai · TTM Labs Pty Ltd ABN 66 662 501 055 · Perth, Western Australia