ATOM Digital Professional Services Terms

Professional services terms for ATOM Digital Pty Ltd.

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ATOM Digital Professional Services Terms

Version: 2026-06-17

Effective Date: 17th of June 2026

1. Application of these Terms

These Professional Services Terms (“Terms”) apply whenever a client (“Client”):

  • accepts a proposal, quotation, statement of work, service agreement, or engagement issued by ATOM Digital Pty Ltd (“ATOM Digital”);
  • requests ATOM Digital to commence work;
  • receives services from ATOM Digital; or
  • pays an invoice issued by ATOM Digital.

These Terms apply unless superseded by a separate written agreement signed by both parties.

The Client acknowledges that ATOM Digital’s Privacy & Confidentiality Policy forms part of these Terms.

2. Services

ATOM Digital provides consulting and advisory services relating to:

  • business operations;
  • process improvement;
  • productivity improvement;
  • software systems;
  • systems integration;
  • business automation;
  • artificial intelligence;
  • reporting and analytics;
  • digital transformation; and
  • related technology and business improvement services.

Services may include consulting, advisory services, implementation assistance, solution design, system configuration, automation development, reporting, documentation, workshops, training, and project delivery activities.

3. Engagement Types

3.1 Retainer Services

Retainer services provide the Client with access to a reserved allocation of consulting time each month.

Unused retainer time expires at the end of the applicable period unless otherwise agreed in writing.

Retainer fees reserve capacity and availability during the agreed period and are not automatically refundable if unused.

3.2 Project Services

Project services are delivered according to an agreed scope, proposal, quotation, or statement of work.

Any material change to scope, assumptions, deliverables, timelines, dependencies, or requirements may require a variation and additional fees.

3.3 Time and Materials

Time and Materials engagements are purchased in minimum increments of five (5) hours.

Additional time is purchased in further five-hour increments unless otherwise agreed.

Time purchased must be used during the agreed engagement period unless otherwise agreed in writing.

Unused time does not automatically roll over to future periods.

4. Client Responsibilities

The Client must provide all information, access, approvals, personnel, resources, and assistance reasonably required for ATOM Digital to perform the Services.

This includes:

  • access to systems, applications, software, and platforms;
  • access to relevant data and records;
  • access to employees, contractors, suppliers, and stakeholders where reasonably required;
  • timely responses to requests for information;
  • review and approval of deliverables;
  • provision of licences, credentials, permissions, and third-party approvals.

The Client warrants that it has authority to provide any information, system access, data, materials, or permissions supplied to ATOM Digital.

The Client acknowledges that delays in providing information, access, approvals, resources, feedback, or decisions may impact timelines, delivery dates, outcomes, and costs.

ATOM Digital is not responsible for delays arising from the Client’s failure to provide required assistance within a reasonable timeframe.

Where delays are caused by the Client, ATOM Digital may revise project schedules, delivery dates, priorities, and resource allocations.

5. Service Delivery

ATOM Digital may engage employees, contractors, specialist consultants, technology partners, strategic partners, or other appropriately qualified resources to assist in delivering the Services.

ATOM Digital remains responsible for the Services delivered by those parties.

Any person or organisation engaged in connection with the Services who receives access to confidential or personal information must comply with confidentiality and privacy obligations substantially equivalent to those imposed on ATOM Digital.

6. Artificial Intelligence and Technology Platforms

The Client acknowledges that ATOM Digital may utilise artificial intelligence services, cloud platforms, automation platforms, and business software in the delivery of the Services.

These may include, but are not limited to:

  • OpenAI products;
  • Microsoft services;
  • Google services;
  • Zapier;
  • Make;
  • PlatformOS;
  • Shopify;
  • Xero; and
  • other commercially available business software and technology platforms.

The Client authorises ATOM Digital to use such platforms where reasonably required to deliver the Services.

ATOM Digital will take reasonable steps to ensure such services are appropriate for business use and are used in accordance with their published security and privacy controls.

7. Fees and Payment

Unless otherwise agreed in writing, invoices are payable within seven (7) days of the invoice date.

All fees are exclusive of GST unless otherwise stated.

ATOM Digital may:

  • suspend work where invoices remain overdue;
  • withhold delivery of work or deliverables until payment is received;
  • pause access to support, retainer services, or project activities;
  • recover reasonable debt collection costs incurred in recovering unpaid amounts.

The Client is not entitled to withhold payment due to a dispute regarding a portion of an invoice. Any disputed amount should be raised promptly and the undisputed portion paid when due.

8. Scope Changes

Work requested outside the agreed scope may:

  • be quoted separately;
  • be charged at applicable consulting rates; or
  • be treated as a separate engagement.

ATOM Digital will endeavour to notify the Client where work requested is considered outside scope.

Verbal requests, meeting requests, email requests, and requests through project management systems may constitute requests for additional work.

9. Intellectual Property

9.1 Client Intellectual Property

The Client retains ownership of its existing intellectual property, systems, data, documentation, branding, materials, and business information.

9.2 ATOM Digital Intellectual Property

ATOM Digital retains ownership of all pre-existing intellectual property, including:

  • methodologies;
  • frameworks;
  • templates;
  • prompt libraries;
  • automation frameworks;
  • reusable code;
  • software utilities;
  • training materials;
  • processes;
  • documentation structures; and
  • know-how.

9.3 Deliverables

Upon payment in full, the Client receives ownership of deliverables specifically created for the Client.

For clarity, ownership of deliverables does not transfer ownership of ATOM Digital’s underlying methodologies, templates, frameworks, reusable code, prompt libraries, training materials, processes, or other pre-existing intellectual property.

ATOM Digital retains the right to reuse its general knowledge, experience, techniques, methodologies, concepts, and know-how acquired during the engagement.

10. Reliance on Advice

Recommendations, reports, findings, automation designs, AI-generated outputs, technical advice, process improvement recommendations, and consulting services are provided to assist the Client in making business decisions.

The Client remains solely responsible for evaluating, approving, and implementing any recommendations and for all business decisions arising from them.

ATOM Digital does not guarantee any specific commercial, operational, financial, productivity, efficiency, recruitment, marketing, sales, or business outcome.

11. Acceptance of Deliverables

Deliverables will be deemed accepted if the Client does not notify ATOM Digital of any material issue within ten (10) Business Days of delivery.

ATOM Digital will use reasonable efforts to address any legitimate issues identified during that period.

Minor enhancements, future changes, evolving requirements, or changes in business circumstances do not constitute defects.

12. Third-Party Systems and Services

ATOM Digital is not responsible for the performance, availability, security, pricing, functionality, licensing, support arrangements, or future changes of third-party software, platforms, or services.

The Client acknowledges that third-party vendors may change functionality, pricing, access methods, APIs, licensing models, security controls, or availability without notice.

Where recommendations are made regarding third-party products or services, the final selection and procurement decision remains the responsibility of the Client.

13. Insurance

ATOM Digital maintains appropriate business insurance policies, including professional indemnity and public liability insurance where applicable.

Evidence of insurance may be provided upon reasonable request.

14. Limitation of Liability

To the maximum extent permitted by law:

  • neither party is liable to the other for indirect, consequential, special, exemplary, punitive, or economic loss, including loss of profit, revenue, opportunity, goodwill, anticipated savings, business interruption, or loss of data; and

  • ATOM Digital’s total aggregate liability arising from or in connection with the Services is limited to the greater of:

    • the fees paid by the Client during the twelve (12) months preceding the claim; or
    • AUD $50,000.

Nothing in these Terms limits liability for fraud, wilful misconduct, death, personal injury, or any liability that cannot lawfully be excluded.

15. Termination

Either party may terminate an engagement by providing fourteen (14) days written notice.

ATOM Digital may suspend or terminate services immediately where:

  • invoices remain unpaid beyond their due date;
  • the Client engages in unlawful conduct;
  • the Client materially breaches these Terms; or
  • continuing the engagement would expose ATOM Digital to unreasonable legal, regulatory, reputational, or security risk.

Termination does not affect rights or obligations accrued prior to termination.

The Client remains liable for:

  • Services performed up to the termination date;
  • approved third-party costs;
  • committed work already scheduled or undertaken;
  • non-cancellable supplier commitments incurred on the Client’s behalf.

16. Record Keeping

Both parties agree to retain records relating to the engagement for at least seven (7) years.

17. Force Majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control, including:

  • internet outages;
  • cloud service failures;
  • cyber incidents;
  • natural disasters;
  • government actions;
  • utility interruptions;
  • industrial disputes; or
  • failures of third-party service providers.

Affected obligations will be suspended for the duration of the event.

18. General

If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.

Failure to enforce a provision does not constitute a waiver of that provision.

These Terms may only be amended in writing.

These Terms constitute the entire agreement between the parties regarding the Services unless superseded by a separate signed agreement.

The Client may not assign its rights or obligations without ATOM Digital’s prior written consent.

19. Governing Law

These Terms are governed by the laws of Victoria, Australia.

The parties submit to the non-exclusive jurisdiction of the courts of Victoria, Australia.

ATOM Digital Professional Services Terms

Version 1.0

Effective Date: [Insert Date]

1. Application of these Terms

These Professional Services Terms (“Terms”) apply whenever a client (“Client”):

  • accepts a proposal, quotation, statement of work, service agreement, or engagement issued by ATOM Digital Pty Ltd (“ATOM Digital”);
  • requests ATOM Digital to commence work;
  • receives services from ATOM Digital; or
  • pays an invoice issued by ATOM Digital.

These Terms apply unless superseded by a separate written agreement signed by both parties.

The Client acknowledges that ATOM Digital’s Privacy & Confidentiality Policy forms part of these Terms.

2. Services

ATOM Digital provides consulting and advisory services relating to:

  • business operations;
  • process improvement;
  • productivity improvement;
  • software systems;
  • systems integration;
  • business automation;
  • artificial intelligence;
  • reporting and analytics;
  • digital transformation; and
  • related technology and business improvement services.

Services may include consulting, advisory services, implementation assistance, solution design, system configuration, automation development, reporting, documentation, workshops, training, and project delivery activities.

3. Engagement Types

3.1 Retainer Services

Retainer services provide the Client with access to a reserved allocation of consulting time each month.

Unused retainer time expires at the end of the applicable period unless otherwise agreed in writing.

Retainer fees reserve capacity and availability during the agreed period and are not automatically refundable if unused.

3.2 Project Services

Project services are delivered according to an agreed scope, proposal, quotation, or statement of work.

Any material change to scope, assumptions, deliverables, timelines, dependencies, or requirements may require a variation and additional fees.

3.3 Time and Materials

Time and Materials engagements are purchased in minimum increments of five (5) hours.

Additional time is purchased in further five-hour increments unless otherwise agreed.

Time purchased must be used during the agreed engagement period unless otherwise agreed in writing.

Unused time does not automatically roll over to future periods.

4. Client Responsibilities

The Client must provide all information, access, approvals, personnel, resources, and assistance reasonably required for ATOM Digital to perform the Services.

This includes:

  • access to systems, applications, software, and platforms;
  • access to relevant data and records;
  • access to employees, contractors, suppliers, and stakeholders where reasonably required;
  • timely responses to requests for information;
  • review and approval of deliverables;
  • provision of licences, credentials, permissions, and third-party approvals.

The Client warrants that it has authority to provide any information, system access, data, materials, or permissions supplied to ATOM Digital.

The Client acknowledges that delays in providing information, access, approvals, resources, feedback, or decisions may impact timelines, delivery dates, outcomes, and costs.

ATOM Digital is not responsible for delays arising from the Client’s failure to provide required assistance within a reasonable timeframe.

Where delays are caused by the Client, ATOM Digital may revise project schedules, delivery dates, priorities, and resource allocations.

5. Service Delivery

ATOM Digital may engage employees, contractors, specialist consultants, technology partners, strategic partners, or other appropriately qualified resources to assist in delivering the Services.

ATOM Digital remains responsible for the Services delivered by those parties.

Any person or organisation engaged in connection with the Services who receives access to confidential or personal information must comply with confidentiality and privacy obligations substantially equivalent to those imposed on ATOM Digital.

6. Artificial Intelligence and Technology Platforms

The Client acknowledges that ATOM Digital may utilise artificial intelligence services, cloud platforms, automation platforms, and business software in the delivery of the Services.

These may include, but are not limited to:

  • OpenAI products;
  • Microsoft services;
  • Google services;
  • Zapier;
  • Make;
  • PlatformOS;
  • Shopify;
  • Xero; and
  • other commercially available business software and technology platforms.

The Client authorises ATOM Digital to use such platforms where reasonably required to deliver the Services.

ATOM Digital will take reasonable steps to ensure such services are appropriate for business use and are used in accordance with their published security and privacy controls.

7. Fees and Payment

Unless otherwise agreed in writing, invoices are payable within seven (7) days of the invoice date.

All fees are exclusive of GST unless otherwise stated.

ATOM Digital may:

  • suspend work where invoices remain overdue;
  • withhold delivery of work or deliverables until payment is received;
  • pause access to support, retainer services, or project activities;
  • recover reasonable debt collection costs incurred in recovering unpaid amounts.

The Client is not entitled to withhold payment due to a dispute regarding a portion of an invoice. Any disputed amount should be raised promptly and the undisputed portion paid when due.

8. Scope Changes

Work requested outside the agreed scope may:

  • be quoted separately;
  • be charged at applicable consulting rates; or
  • be treated as a separate engagement.

ATOM Digital will endeavour to notify the Client where work requested is considered outside scope.

Verbal requests, meeting requests, email requests, and requests through project management systems may constitute requests for additional work.

9. Intellectual Property

9.1 Client Intellectual Property

The Client retains ownership of its existing intellectual property, systems, data, documentation, branding, materials, and business information.

9.2 ATOM Digital Intellectual Property

ATOM Digital retains ownership of all pre-existing intellectual property, including:

  • methodologies;
  • frameworks;
  • templates;
  • prompt libraries;
  • automation frameworks;
  • reusable code;
  • software utilities;
  • training materials;
  • processes;
  • documentation structures; and
  • know-how.

9.3 Deliverables

Upon payment in full, the Client receives ownership of deliverables specifically created for the Client.

For clarity, ownership of deliverables does not transfer ownership of ATOM Digital’s underlying methodologies, templates, frameworks, reusable code, prompt libraries, training materials, processes, or other pre-existing intellectual property.

ATOM Digital retains the right to reuse its general knowledge, experience, techniques, methodologies, concepts, and know-how acquired during the engagement.

10. Reliance on Advice

Recommendations, reports, findings, automation designs, AI-generated outputs, technical advice, process improvement recommendations, and consulting services are provided to assist the Client in making business decisions.

The Client remains solely responsible for evaluating, approving, and implementing any recommendations and for all business decisions arising from them.

ATOM Digital does not guarantee any specific commercial, operational, financial, productivity, efficiency, recruitment, marketing, sales, or business outcome.

11. Acceptance of Deliverables

Deliverables will be deemed accepted if the Client does not notify ATOM Digital of any material issue within ten (10) Business Days of delivery.

ATOM Digital will use reasonable efforts to address any legitimate issues identified during that period.

Minor enhancements, future changes, evolving requirements, or changes in business circumstances do not constitute defects.

12. Third-Party Systems and Services

ATOM Digital is not responsible for the performance, availability, security, pricing, functionality, licensing, support arrangements, or future changes of third-party software, platforms, or services.

The Client acknowledges that third-party vendors may change functionality, pricing, access methods, APIs, licensing models, security controls, or availability without notice.

Where recommendations are made regarding third-party products or services, the final selection and procurement decision remains the responsibility of the Client.

13. Insurance

ATOM Digital maintains appropriate business insurance policies, including professional indemnity and public liability insurance where applicable.

Evidence of insurance may be provided upon reasonable request.

14. Limitation of Liability

To the maximum extent permitted by law:

  • neither party is liable to the other for indirect, consequential, special, exemplary, punitive, or economic loss, including loss of profit, revenue, opportunity, goodwill, anticipated savings, business interruption, or loss of data; and

  • ATOM Digital’s total aggregate liability arising from or in connection with the Services is limited to the greater of:

    • the fees paid by the Client during the twelve (12) months preceding the claim; or
    • AUD $50,000.

Nothing in these Terms limits liability for fraud, wilful misconduct, death, personal injury, or any liability that cannot lawfully be excluded.

15. Termination

Either party may terminate an engagement by providing fourteen (14) days written notice.

ATOM Digital may suspend or terminate services immediately where:

  • invoices remain unpaid beyond their due date;
  • the Client engages in unlawful conduct;
  • the Client materially breaches these Terms; or
  • continuing the engagement would expose ATOM Digital to unreasonable legal, regulatory, reputational, or security risk.

Termination does not affect rights or obligations accrued prior to termination.

The Client remains liable for:

  • Services performed up to the termination date;
  • approved third-party costs;
  • committed work already scheduled or undertaken;
  • non-cancellable supplier commitments incurred on the Client’s behalf.

16. Record Keeping

Both parties agree to retain records relating to the engagement for at least seven (7) years.

17. Force Majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control, including:

  • internet outages;
  • cloud service failures;
  • cyber incidents;
  • natural disasters;
  • government actions;
  • utility interruptions;
  • industrial disputes; or
  • failures of third-party service providers.

Affected obligations will be suspended for the duration of the event.

18. General

If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.

Failure to enforce a provision does not constitute a waiver of that provision.

These Terms may only be amended in writing.

These Terms constitute the entire agreement between the parties regarding the Services unless superseded by a separate signed agreement.

The Client may not assign its rights or obligations without ATOM Digital’s prior written consent.

19. Governing Law

These Terms are governed by the laws of Victoria, Australia.

The parties submit to the non-exclusive jurisdiction of the courts of Victoria, Australia.