Terms of service

These terms govern every engagement with Monolith Agents. Read them before engaging us. Together with your quote or statement of work they are the whole agreement between us. If anything here is unclear, ask before the work starts.

1. Who you are dealing with

Monolith Agents ("Monolith", "we", "us", "our") is an online agency based in Melbourne, Australia, operating worldwide with no public physical address. Contact is by email at hello@monolithagents.com. "You" means the person or entity engaging us. These terms apply whether or not you sign a document, from the moment you confirm a quote, pay a deposit or instruct us to begin.

2. Definitions

• Services: everything we agree to do for you, as set out in a quote or statement of work (SOW).
• Deliverables: the systems, websites and other work product the Services produce.
• System: any automated system we build or operate for you (voice answering, messaging, automation, custom software).
• Client Data: all information you or your customers put into the Services, including call recordings, messages and records.
• SOW: a written quote or statement of work, confirmed by email or signature.

3. Quotes and scope

A quote is an estimate until confirmed in a SOW. Scope is what the SOW says, nothing else. Anything asked for outside the SOW (new channels, new integrations, extra revisions, work caused by third-party changes) is scoped and priced separately before we do it. We may decline any work at our discretion. Timelines depend on you giving us information and approvals on time; delays on your side move dates out accordingly.

4. Fees and payment

• Prices are in Australian dollars unless the SOW says otherwise, and are exclusive of taxes. If GST or any similar tax applies, it is added at the prevailing rate.
• A deposit is payable before build work begins. Once work has begun the deposit is non-refundable.
• Retainer fees are billed in advance, monthly. Usage-based charges (call minutes, message volume, licences, third-party services) are billed in arrears at the rates in the SOW.
• Invoices are due within 7 days of issue. Overdue amounts accrue interest at 10% per annum, calculated daily.
• If an invoice is more than 14 days overdue we may suspend the Services (including live systems) after giving 7 days written notice. We are not liable for anything lost while Services are suspended for non-payment.
• Fees are non-refundable except where the law requires otherwise and except as set out in section 17. No set-off against any claim.

5. White-label and partner engagements

Some partners resell what we build under their own brand, on terms agreed in writing with us. Where you do:

• Your clients contract with you. They do not contract with us. They and their customers are not parties to this agreement and acquire no contractual rights under it.
• You pay us whether or not your client pays you.
• You are responsible for binding your clients to obligations equivalent to sections 6, 7, 14 and 15, and for their compliance with them.
• Section 11 applies: our underlying tools, prompts and methods remain ours in all cases.
• The commercial split, any exclusivity and any branding rules are set out in your partner agreement, and nothing in these terms changes them.
• We do not contract with, market to or establish a direct commercial relationship with your clients or their customers.

6. Your responsibilities

• Give us accurate, complete and timely information and approvals. Systems answer with what they are given. Wrong prices in, wrong prices out.
• Warrant that you have the rights to all material you give us and the authority to give us your customers' personal information for use in the Services.
• You are responsible for your business's compliance with the law that applies to you and your customers: call recording and surveillance law, direct marketing and spam law (including the Spam Act 2003 (Cth), the US TCPA and CAN-SPAM and UK and EU ePrivacy law where they apply), privacy law, consumer law claims in your own advertising, licensing and industry codes.
• Never instruct us to do anything unlawful, misleading or deceptive. We will refuse and may terminate.

7. AI systems and their limits

Automated systems are good at routine work and are not perfect. By engaging us you understand and accept that:

• Speech can be misheard, names and numbers can be captured incorrectly, and an answer can be wrong even when the knowledge behind it is right.
• We design explicit boundaries around what a system may answer and when it must escalate, and we test against the awkward cases. This reduces errors. It does not make them impossible.
• Systems identify themselves as automated. We do not build systems that pretend to be human, and you must not present a System's output as the work of a human where that would mislead.
• Nothing a System produces is professional advice (medical, legal, financial or otherwise). Outputs must not be relied on for emergencies or high-stakes decisions. Systems serving the public must direct emergencies to the local emergency number (000 in Australia).
• You remain responsible for your business's decisions and communications, including those a System sends on your instructions. Where the cost of an error is high, review the output before it goes out.

8. Third-party services

Systems depend on third parties: telephony carriers, Meta and other social platforms, calendar and CRM providers, hosting and AI model providers. Their availability, policies and API access are outside our control. Platforms restrict or withdraw API access without notice when their policies change. We use reasonable efforts to keep systems running through changes, and work caused by third-party changes outside ordinary maintenance is chargeable per section 3. We are not liable for outages, policy changes or failures of third-party services. This does not excuse payment obligations.

9. Results are not guaranteed

Nothing in our materials is a promise of specific results. Case studies, figures and examples illustrate the kind of outcome these systems can produce. Revenue, bookings, response times and savings depend on your market, your pricing, your team and dozens of other factors we do not control. We do not warrant any particular figure, outcome, ranking or level of traffic.

10. Service levels and support

"Managed" means we monitor, maintain and improve the Services within the scope of your SOW and handle problems that arise in the ordinary course. It does not mean uninterrupted operation. Unless a SOW states a specific service level:

• There is no guaranteed uptime, response time or fix time.
• Planned maintenance may take systems offline briefly, at low-traffic times where we can.
• We keep reasonable backups, but you are responsible for keeping independent copies of data critical to your business.

11. Intellectual property

• Each party keeps ownership of what it owned before the engagement.
• We keep all rights in our tools, frameworks, code, prompts, methods and know-how, including anything generic we develop while working for you. This is how we build the next system faster than the last one.
• Managed Systems (voice, messaging and automation we operate for you) are provided as a service. Their configuration, prompts and knowledge structures remain ours, and you may use them while you pay for them.
• Bespoke Deliverables you own are the websites and custom software handed over to you. You own those once all relevant invoices are paid in full. Until then, all rights remain with us and your use is under licence only.
• Where our background tools or code are incorporated into a Deliverable you own, we grant you a perpetual, non-exclusive, worldwide licence to use those parts as incorporated in, and necessary to use, that Deliverable.
• Third-party components (platforms, open-source libraries, model providers) stay under their own licences.
• We may identify you publicly as a client, or use your name, logo or work as a case study, only with your prior written approval. White-label engagements are never identified publicly.

12. Confidentiality

Each party keeps the other's confidential information secret, uses it only for the engagement and protects it at least as carefully as its own. Confidential information does not include anything that is public (not through a breach), independently developed or already lawfully known. Disclosure is permitted where the law requires it, with prior notice where the law allows. Client Data is your confidential information. This section survives termination for 5 years, and indefinitely for trade secrets and for personal information protected by law.

13. Data protection

To the extent we process Client Data solely on your behalf, you are the controller and we act as your processor (or service provider under US law). We process it only to deliver the Services on your documented instructions. For everything else (billing contacts, prospects, security logs, our own records) we determine our own purposes and the privacy policy governs. We apply the security measures in section 9 of the privacy policy, we engage sub-processors under terms that require the same protections, we notify you without undue delay if we become aware of a breach affecting your data, and we delete or return it on termination per section 17. Your obligations to your customers (your notices, your consents, your own privacy policy) remain entirely yours.

14. Liability

Nothing in these terms excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law or any other law that cannot lawfully be excluded, restricted or modified. Subject to that, to the maximum extent permitted by law:

• Our total aggregate liability for all claims arising out of or in connection with a SOW is capped at the fees you paid us under that SOW in the 12 months before the first event giving rise to the claim (or, for one-off builds, the total build fee).
• We are not liable for indirect or consequential loss, loss of profit, revenue, business, goodwill, anticipated savings or loss or corruption of data, however arising.
• All other implied terms and guarantees that can lawfully be excluded are excluded.
• Where a guarantee or remedy applies and our liability for it can lawfully be limited, our liability is limited to re-supplying the Services or paying the cost of having them re-supplied.
• Nothing in these terms limits liability for fraud, wilful misconduct or death or personal injury caused by negligence.

You must take reasonable steps to limit any loss you suffer.

15. Indemnity

You indemnify us, our people and our contractors against third-party claims, losses, liabilities, damages and reasonable legal costs arising out of or in connection with:

• Client Data and any material you supply us
• your instructions, and your use of the Deliverables and any System output
• your breach of any law or third-party right, including your recording, consent, spam and privacy obligations to your customers
• claims by your customers or staff relating to the Systems or their output, to the extent caused by your use of the Systems, your instructions or your breach of these terms
• any content you ask a System to communicate on your behalf

This indemnity does not apply to the extent a claim or loss was caused or contributed to by our breach of these terms, negligence, fraud or wilful misconduct. It survives termination and applies whether a claim arises in contract, tort or under statute.

16. Acceptable use

You must not use the Services, any System or this website to break the law, deceive anyone, impersonate a human or a business you are not, send unsolicited marketing in breach of spam laws, harass anyone, transmit malicious code, probe or interfere with the Services or resell the Services without a written partner agreement. You must not use a System where an incorrect answer could cause serious harm without human review behind it (emergency triage, medical diagnosis, legal advice, financial advice). Breach of this section entitles us to suspend immediately and terminate without refund.

17. Term and termination

• Build projects run for the period in the SOW. Retainers run month to month after any initial term and either party may end them with 30 days written notice.
• If you end a retainer during an agreed initial minimum term other than because of our uncured material breach, you remain responsible for any unpaid setup, build and third-party costs already committed, plus an early termination amount specified in your SOW that reasonably reflects our unrecovered costs and losses (typically one month's management fee together with committed third-party costs).
• Either party may terminate for material breach not fixed within 14 days of written notice. We may terminate immediately for illegality, misuse under section 16, or insolvency.
• On termination you pay for all work done and in progress, including any third-party costs committed. Prepaid fees are not refunded, except that if we terminate other than for your breach, or you terminate for our uncured material breach, we refund prepaid fees for Services not yet provided.
• On request we export your Client Data to you within 30 days of termination, then delete it from our systems within 90 days, except what the law requires us to keep (financial records).
• Sections 5 and 11 to 16 and 18 to 19 survive termination.

18. Disputes

If a dispute arises, one party gives the other written notice and both sides negotiate in good faith for 30 days. If it is still unresolved it goes to mediation administered by the Resolution Institute under its mediation rules, held in Melbourne or remotely, costs shared equally, before any court proceedings. This does not stop either party seeking urgent injunctive relief, and does not stop us recovering unpaid fees or suspending Services for non-payment.

19. General

• Governing law. These terms are governed by the laws of Victoria, Australia, and the parties submit to the exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia. This applies wherever you are in the world.
• Force majeure. Neither party is liable for failure to perform due to events beyond reasonable control, including internet failure, cyberattack, natural disaster, pandemic, government action, industrial action, failure of third-party platforms, suppliers or AI providers and changes in the availability of any model or API. This does not excuse payment obligations.
• Assignment. We may assign these terms to a related body corporate or a successor of the business. You may not assign without our written consent.
• Notices. By email. To us: hello@monolithagents.com. To you: the address you nominated. Email is taken to be received on the next business day after sending.
• Entire agreement and variation. The SOW and these terms are the entire agreement and replace everything said before. Website content is general information only and forms no part of the agreement. Changes to an engagement must be agreed in writing (email is enough). We may update these website terms from time to time, dated above. Updated terms apply to month-to-month retainers 30 days after we email them to you, and you may end the retainer without penalty within that 30-day period. Updates do not change a fixed-term SOW unless agreed.
• Order of precedence. If there is a conflict: the SOW first, then these terms.
• Electronic execution. Agreements by email or electronic signature are valid under the Electronic Transactions Act 1999 (Cth) and its state equivalents.
• Severability and waiver. If any part is unenforceable, the rest stands. Failure to enforce a right is not a waiver of it.
• Non-solicitation. For 12 months after an engagement ends, neither party may solicit the other's employees or contractors who were directly involved in the engagement, to the extent permitted by law.
• Relationship. Nothing here creates a partnership, joint venture, agency or employment. We are an independent contractor.

20. Acceptance

You accept these terms by confirming a SOW, paying a deposit or instructing us to begin work. Browsing this website is covered by sections 9, 14, 16, 18 and 19.