Client Services Agreement — Watchwork AI

Last updated: 8 September 2026

1. Parties

This Client Services Agreement (Agreement) is between:

Watchwork AI (public brand often Watchwork), an individual sole trader of Queensland, Australia
ABN: 60 941 277 162
Address: 5 Peregrine Crescent, Coomera QLD 4209, Australia
Email: info@watchwork.au
(Watchwork, we, us, our)

and

the person or entity that accepts these terms when signing up or engaging Watchwork (Client, you, your).

Together, the parties.

Business purpose: The services under this Agreement are supplied for business purposes. Watchwork’s usual clients are businesses and other organisations (B2B). You acknowledge that you are acquiring the services for the purpose of a business and not ordinarily for personal, domestic, or household use.

GST status: Watchwork is not registered for GST. Fees quoted under this Agreement are exclusive of GST unless otherwise stated. If Watchwork later registers for GST, fees and invoices may need to be updated.

2. Acceptance

You accept this Agreement by:

ticking a checkbox / clicking accept on https://watchwork.au (or related signup flow); or
signing electronically or in writing; or
confirming in writing (including email) that you wish to proceed; or
paying a setup fee or first retainer after being given these terms.

You accept this Agreement by signing it (including electronic signature), paying the setup fee, confirming acceptance by email, or ticking an acceptance checkbox where we offer one — whichever we use for your engagement.

If you engage on behalf of a company or other entity, you warrant that you have authority to bind that entity.

This Agreement incorporates:

any quote, statement of work, onboarding summary, or email confirmation of scope and fees (Scope Document);
Schedule A — Acceptable Use (and the companion Acceptable Use Policy if provided); and
any other schedules attached or expressly incorporated in writing.

3. What Watchwork provides

Watchwork provides setup and configuration of AI and related automation into your own business systems, plus ongoing care under a small monthly retainer.

Services may include (depending on what we agree in writing for your engagement):

AI integration and automation into your existing tools and workflows
Personal-assistant style support for email, diary, and follow-ups (configured in your systems)
Workflow design and configuration
Call answering and related telephony setup on your phone number
Messaging, CRM, calendar, and similar automations in tools you own
Custom tasks agreed in writing for your business

We sell configured capability and ongoing care for your business — not labour-only staffing, and not a hire of staff hours as the product.

Implementation model: Watchwork implements on client-owned tools and accounts. We do not host, own, or operate your production stack as a Watchwork-branded platform. Data, automations, phone numbers, mailboxes, AI subscriptions, telephony, CRM, and related services remain in your vendor relationships.

The specific scope for your engagement will be set out in the Scope Document. If there is a conflict between a Scope Document and this Agreement on commercial specifics (scope, fees, timing), the Scope Document prevails for those items; this Agreement otherwise prevails.

4. Client-owned accounts, credentials, vendors, and access

4.1 You own and control the stack

You own, control, and are the contracting customer for all logins, accounts, API keys, subscriptions, phone numbers, email addresses / mailboxes, domains, AI platform accounts, telephony accounts, CRM/tools, storage, and similar services used in connection with the services (Client Systems).

That includes (without limitation): AI platform providers, telephony / VoIP / call-answering providers, email and calendar providers, CRM and productivity tools, messaging platforms, and any other vendor you contract with.

Watchwork does not invoice you for those vendors’ usage, seat, usage-based, or overage charges. You pay those providers directly under your own contracts with them.

4.2 You log in with your details — you take responsibility

You (and your authorised staff) create, own, and log into Client Systems using your credentials, accounts, and identity. You are solely responsible for:

choosing and managing account owners, admins, and users;
password and passkey security, multi-factor authentication (2FA/MFA), recovery methods, and device trust;
who you invite (including Watchwork) and what permissions you grant;
keeping API keys, tokens, webhooks, and secrets confidential;
promptly rotating credentials if you suspect compromise; and
complying with each vendor’s terms of service and acceptable-use rules.

Watchwork will not act as the registered owner of your phone numbers, mailboxes, or AI/telephony subscriptions unless expressly agreed in writing for a temporary transitional purpose (which is not the default model).

4.3 Credentials and admin access — invited, revocable

You may:

provide credentials, API keys, or access tokens; and/or
invite Watchwork (or our nominated address) as an administrator, collaborator, or connected app

so we can set up and care for the configuration. Access is by your invitation or provision only.

You may revoke Watchwork’s admin, collaborator, or credential access at any time. Revocation may prevent us from delivering ongoing care; it does not entitle you to a refund of fees for work already performed or periods already billed, except as required by law.

You must tell us promptly if you revoke access, change critical credentials, remove our invitations, or stop a vendor service that our care depends on.

4.4 No kill switch — tools keep running if care stops

Watchwork does not hold a “kill switch” over Client Systems. Configurations and tools that live in your accounts continue to run according to how they are set up in those accounts, even if:

you revoke our access;
the monthly retainer ends; or
this Agreement ends.

If care stops, we stop providing ongoing monitoring, updates, support, and implementation services. We do not remotely disable your vendor accounts, phone numbers, mailboxes, or core business tools as a consequence of ending care. You remain responsible for your own vendor billing, security, and for turning off or adjusting automations in your accounts if you no longer want them to run.

5. Fees and payment

5.1 Fee structure

Fees typically include:

Setup / configuration fee — one-off (or staged) fee for initial setup and configuration as described in the Scope Document.
Monthly retainer — ongoing care fee for the agreed care package.

The setup / configuration fee is the amount set out in the written quote or scope of work we issue for your engagement.

The monthly retainer is the amount set out in that same quote or scope of work (or a later written variation you accept).

What the retainer includes (support scope, response expectations, and any hour or task allowances) is set out in the quote or scope of work. Work outside that scope is quoted separately before we do it.

5.2 Payment timing

Unless the quote says otherwise: the setup fee is due before or on kickoff; the retainer is payable monthly in advance; invoices are due within 14 days of the invoice date.

You must pay invoices by the due date stated on the invoice or in the Scope Document.

5.3 Changes to fees

We may change retainer fees by at least 30 days’ written notice. Fee changes do not apply retrospectively to periods already paid unless you agree.

5.4 Non-payment

If payment is overdue, we may suspend ongoing care (not disable your owned accounts — see clause 4.4) after reasonable notice, until arrears are cleared. Suspension of care does not relieve you of liability for amounts already due.

6. Scope changes

Work outside the agreed Scope Document (new integrations, major redesigns, new channels, material new automations, etc.) is a scope change.

We will confirm additional fees and timing in writing before doing out-of-scope work. Until you confirm, we are not obliged to perform out-of-scope work.

Minor clarifications within the spirit of the agreed scope are not scope changes.

7. Your responsibilities

You are solely responsible for:

Accuracy of instructions — the accuracy, completeness, and lawfulness of instructions, briefs, scripts, prompts, contact lists, escalation rules, and business rules you give us.
Lawful use — using Client Systems and the services lawfully, including privacy, spam, consumer, employment, surveillance, recording, and industry-specific laws that apply to your business.
Outbound content — the content of outbound emails, SMS, messages, call scripts, voicemails, and other communications sent from your accounts or numbers (including AI-drafted content you approve or allow to send).
AI draft decisions — reviewing AI drafts and automated suggestions; deciding what is sent, booked, filed, or actioned.
Approving sends and actions — configuring and supervising approval gates (or accepting the risk if you ask us to enable unsupervised / auto-send flows).
Password / 2FA / account security — securing Client Systems as in clause 4.2.
Vendor bills — all charges from your AI, telephony, email, CRM, and other vendors.
Industry and professional compliance — licences, disclosures, call-recording notices, consent, cooling-off, advertising standards, and other obligations that apply to your industry or customers.
Rights to data and systems — ensuring you have rights to connect, process, and instruct us in relation to the data, content, and systems you provide.
Primary contact — nominating a primary contact authorised to make day-to-day decisions.
Acceptable use — complying with clause 8 and Schedule A / the Acceptable Use Policy.
Timely cooperation — providing timely access, decisions, content, and information we reasonably need.

Delays on your side may delay delivery without liability on our part for that delay.

Human review is required for high-stakes, customer-facing, legally sensitive, financially material, or reputation-sensitive actions unless your Scope Document expressly documents a different (higher-risk) operating mode that you accept.

8. Acceptable use

You must not use the services or configured systems to:

break any law (including spam, privacy, consumer, or surveillance laws);
send unlawful, harmful, deceptive, or harassing communications;
infringe others’ intellectual property or confidentiality;
process special/sensitive information in a way that breaches privacy law or your own policies without appropriate safeguards;
attempt to misuse AI outputs as if they were human professional advice where that would mislead third parties;
undermine security or attempt unauthorised access to systems;
systematically breach vendor acceptable-use rules in a way that foreseeably creates legal or account risk for Watchwork.

Schedule A — Acceptable Use and the companion Acceptable Use Policy form part of this Agreement. If there is any inconsistency on acceptable-use detail, the more specific terms in the Acceptable Use Policy / Schedule A prevail for that detail; this Agreement otherwise prevails.

We may refuse or pause work that we reasonably believe breaches this clause or Schedule A.

9. Confidentiality

Each party must keep the other’s confidential business information confidential and use it only to perform this Agreement, except where:

disclosure is required by law;
the information is public other than through a breach;
disclosure is to professional advisers under a duty of confidence;
disclosure is to a party’s personnel or contractors who need to know and are bound by confidentiality obligations no less protective; or
the other party has given prior written consent.

This obligation continues for 3 years after the Agreement ends, or longer for trade secrets for as long as they remain confidential.

10. Intellectual property

10.1 Your data and content

You own your data, content, customer information, and materials you provide (Client Data). Client Data stays yours. You grant Watchwork a limited, non-exclusive licence to use Client Data solely to deliver the services during the engagement.

10.2 Configurations in your accounts

Subject to clause 10.3, configurations, prompts, workflows, and automations built in your accounts for your business are yours to keep and use (including after this Agreement ends), subject to any third-party vendor licence terms that apply to those platforms.

10.3 Watchwork methods and playbooks

Watchwork retains all right, title, and interest in its general methods, playbooks, templates, know-how, documentation frameworks, training materials, and pre-existing materials (Watchwork IP), unless we expressly assign them to you in writing. We may reuse generalised know-how that does not include your confidential information or identify you.

Nothing in this Agreement assigns Watchwork IP to you merely because it was used or adapted in your configuration.

10.4 Feedback

If you give feedback on our methods, we may use it without obligation to you.

11. Privacy

We handle personal information as described in our Privacy Policy at https://watchwork.au (or the Privacy Policy provided with these terms). You must ensure that any personal information you ask us to access or process is collected and disclosed to us lawfully, and that you have any notices/consents required for that processing in your business — including for call recording, call transcription, email processing, and customer messaging where those features are enabled in Client Systems.

Where personal information is processed inside your vendor platforms under your contracts with those vendors, you are the party primarily responsible for that processing relationship.

12. AI and automation — important limitations

AI and automation tools (including third-party models and platforms) can make mistakes, hallucinate, miss context, omit critical information, or behave unexpectedly. Outputs are not a substitute for your own judgement, professional advice, or human review where that is appropriate for your business or your customers.

You acknowledge and agree that:

AI outputs may be wrong, incomplete, biased, outdated, or inappropriate;
human review is required before relying on outputs for important or customer-facing actions (see clause 7);
Watchwork does not warrant that any third-party AI, telephony, email, or automation service will be uninterrupted, error-free, available, or fit for a particular unstated purpose;
model, feature, pricing, and policy changes by AI and other vendors are outside Watchwork’s control;
auto-send, auto-book, or unsupervised modes increase your risk and remain your responsibility if you request or approve them.

We configure and care for systems diligently and professionally for a small professional-services engagement of this kind, but we do not warrant perfect or continuous automated performance.

13. Third-party providers

Client Systems depend on third-party providers you choose and contract with (AI platforms, telephony, email, CRM, hosting, etc.).

To the extent permitted by law, Watchwork is not liable for:

outages, degradation, latency, or unavailability of third-party providers;
provider policy changes, feature removals, rate limits, or deprecations;
account suspensions, bans, or enforcement actions by providers;
provider charges, overages, or billing disputes;
data loss, corruption, or disclosure occurring in or by a provider’s systems;
changes to APIs or integrations that break or degrade configurations.

Your remedies for provider failures sit under your contracts with those providers. Watchwork’s role is implementation and care in relation to configuration — not a guarantee of third-party uptime or policy stability.

14. Warranties and Australian Consumer Law

We provide services with due care and skill consistent with a small professional services engagement of this kind.

Non-excludable rights: Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law (ACL) or other law that cannot lawfully be excluded (Non-excludable Rights). Where this Agreement limits or excludes liability, it does so only to the extent permitted by law, and subject to Non-excludable Rights.

Business services / limitation where permitted: The services are supplied for business purposes (see clause 1). Where we are permitted to limit our liability for a failure to comply with a non-excludable guarantee in respect of services that are not of a kind ordinarily acquired for personal, domestic, or household use, our liability is limited to (at our option): supplying the services again, or paying the cost of having the services supplied again.

Except for Non-excludable Rights and any warranty expressly stated in this Agreement, and to the extent permitted by law, all other warranties, conditions, and representations (whether express, implied, or statutory) are excluded.

15. Limitation of liability

Subject to clause 14 (including Non-excludable Rights) and to the extent permitted by law:

15.1 Exclusion of consequential loss

Neither party is liable to the other for any consequential, indirect, incidental, special, punitive, or pure economic loss, including lost profits, lost revenue, lost opportunity, loss of goodwill, loss of data, business interruption, or cost of substitute services, whether arising in contract, tort (including negligence), statute, equity, or otherwise, and whether or not foreseeable.

15.2 Cap on Watchwork’s aggregate liability

Watchwork’s aggregate liability arising out of or in connection with this Agreement (whether in contract, tort including negligence, statute, or otherwise) is capped at the total fees actually paid by you to Watchwork under this Agreement in the 12 months immediately before the claim arises.

15.3 Further exclusions

Without limiting clauses 15.1 and 15.2, and to the extent permitted by law, Watchwork is not liable for:

failures, acts, or omissions of third-party providers (clause 13);
outcomes after you revoke our access, change credentials without notice, or after care ends;
your failure to secure Client Systems, review AI outputs, approve sends, or comply with law;
content of communications sent from your accounts or numbers;
vendor bills or account enforcement by your providers.

15.4 No claim of absolute immunity

This clause allocates commercial risk between the parties. It does not claim immunity from all claims, and it does not limit liability for Non-excludable Rights, fraud, or wilful misconduct to the extent such liability cannot be limited by law.

16. Indemnity (Client)

To the extent permitted by law, you indemnify and hold harmless Watchwork and our personnel from and against reasonable losses, damages, costs (including reasonable legal costs), and third-party claims arising out of or in connection with:

Client Data, content, scripts, prompts, contact lists, or instructions you supply;
outbound emails, calls, messages, or other communications from Client Systems;
your unlawful use, misuse, or negligent use of the services or Client Systems;
your failure to secure accounts, credentials, API keys, or access;
your vendor relationships, vendor bills, or provider enforcement actions;
your failure to obtain necessary rights, notices, or consents (including privacy and call-recording consents);
claims by your customers, staff, or counterparties relating to how Client Systems were used in your business,

except to the extent caused by Watchwork’s fraud, wilful misconduct, or negligence (and then only to that extent).

This indemnity is a continuing obligation and survives ending of this Agreement.

17. Term and termination

17.1 Term

This Agreement starts when you accept it and continues until ended under this clause.

Setup is typically a defined project phase; the retainer continues month to month (or as stated in the Scope Document) until cancelled.

17.2 Termination for convenience

Either party may end the ongoing retainer on 30 days’ written notice.

17.3 Termination for cause

Either party may terminate immediately by written notice if the other:

materially breaches this Agreement and fails to remedy within 14 days of written notice (where remediable); or
becomes insolvent or ceases to trade.

We may also suspend or terminate for cause if you materially breach Schedule A / acceptable use and fail to remedy as required above (or immediately if the breach is not remediable or creates serious legal risk).

17.4 Effect of ending

On ending:

you remain liable for fees incurred up to the end date (and any agreed non-refundable setup components already delivered);
we stop ongoing care and implementation services;
you may (and should) revoke our admin access if you have not already;
Client Systems and vendor accounts remain yours and continue under your control (clause 4.4) — there is no kill switch;
we will, on request and at reasonable cost if substantial effort is needed, cooperate to hand over documentation we hold that is reasonably required for continuity (for example configuration notes and a revoke/admin checklist). Substantial handover effort may be charged at the rates in the quote or as otherwise agreed in writing.

18. Surviving clauses

Clauses that by nature should survive ending of this Agreement continue, including: confidentiality, IP, privacy references, AI/third-party limitations, acceptable use (for residual use of configurations), limitations of liability, indemnity, ACL notes, notices, governing law, entire agreement, and this survival clause.

19. Notices

Notices under this Agreement must be in writing and sent to:

Watchwork: info@watchwork.au (preferred), or jjjooste7@gmail.com, or the postal address above
Client: the email and address you provide on signup / in the Scope Document

Email notice is effective when sent, unless the sender receives a delivery failure notice.

20. General

Governing law: Queensland, Australia. Courts of Queensland (and appellate courts) have non-exclusive jurisdiction.
Entire agreement: This Agreement, the Scope Document, Schedule A / the Acceptable Use Policy, and any other attached or expressly incorporated schedules are the entire agreement on their subject and replace prior negotiations on that subject.
Variations: Must be in writing (including email) agreed by both parties, except fee/retainer updates under clause 5.3 and AUP updates notified under Schedule A.
Assignment: You may not assign without our prior written consent (not to be unreasonably withheld). We may assign to a successor of our business on notice.
Severability: If a provision is unenforceable, the rest remains in force.
No partnership: Nothing creates a partnership, employment, or joint venture. You and we are independent contractors.
Force majeure: Neither party is liable for delays caused by events beyond reasonable control (including major outages of third-party platforms you or we rely on), for the duration of the event.
Waiver: A failure to enforce a right is not a waiver of that right.
Interpretation: Headings are for convenience only. “Including” means “including without limitation”.

Schedule A — Acceptable Use

The Acceptable Use Policy (as updated from time to time by written notice or reissue with these terms) is incorporated as Schedule A to this Agreement.

Summary (non-exhaustive): use configured AI, messaging, and telephony lawfully; do not spam or deceive; do not process data you are not entitled to process; keep humans in the loop for high-stakes decisions; secure accounts and credentials; do not attempt to circumvent security or vendor terms in a way that creates legal risk for Watchwork. The full Acceptable Use Policy controls for detail.

Contact

Watchwork AI — ABN 60 941 277 162
5 Peregrine Crescent, Coomera QLD 4209, Australia
info@watchwork.au | +61 426 933 737
https://watchwork.au