Terms and Conditions

Last updated: 7 October 2026

1. Who we are and what these terms cover

These Terms and Conditions (Terms) govern your access to and use of the website at www.1pacent.com (Website) and, where we agree to provide them to you, the advisory and educational services supplied by 1Pacent (1Pacent, we, us or our) (Services).

By accessing the Website, submitting an enquiry, or engaging us to provide Services, you agree to these Terms. If you do not agree, you must not use the Website or engage us.

We may amend these Terms at any time by publishing an updated version on the Website. The version in force when you submit an enquiry or enter an engagement applies to that enquiry or engagement.

2. Nature of the Services

1Pacent provides governance education and advisory services in relation to the oversight of artificial intelligence. This typically includes board briefings, maturity assessments, written reports, roadmaps, facilitation and ongoing advisory support.

The scope, fee, timing and deliverables of any engagement are set out in a separate written proposal, statement of work or engagement letter (Engagement Document). Where there is any inconsistency between these Terms and an Engagement Document, the Engagement Document prevails to the extent of the inconsistency.

3. What the Services are not

You acknowledge and agree that:

• 1Pacent is not a law practice and is not qualified, registered or licensed to provide legal services. Nothing we say, write or deliver constitutes legal advice, a legal opinion, or a statement of your legal rights, duties or obligations.
• We do not provide audit, assurance, certification, accreditation or any compliance determination. We cannot and do not certify that you comply with any law, regulation, standard or framework, including ISO/IEC 42001.
• We do not provide financial product advice, taxation advice, accounting advice, insurance advice or investment advice.
• Any reference by us to legislation, regulation, a regulator statement, a standard or a framework is provided for general educational and informational purposes only. It is not a representation about how that instrument applies to you, and it may be incomplete, superseded or incorrect.
• Where a matter requires legal, financial, taxation or other professional advice, you must obtain that advice independently from an appropriately qualified and licensed professional. We may recommend that you do so, but we are not obliged to identify when you should.
• Our observations, findings, scores, roadmaps and suggested actions are opinions and options for your consideration only. They are not directions, instructions or recommendations on which you should rely without exercising your own independent judgement.

4. No reliance and no adviser-client relationship from the Website

The content of the Website is general in nature. It does not take account of your objectives, circumstances, sector, size, risk appetite or legal position.

Nothing on the Website is advice or a recommendation on which any person should rely. No adviser-client, consultant-client, fiduciary or other professional relationship is created between you and 1Pacent by your use of the Website, by your submission of an enquiry, or by any free assessment, pulse check, score, sample report or other free material we make available.

You remain solely responsible for all decisions you make and all actions you take or do not take, whether or not those decisions or actions are informed by the Website or the Services.

5. Your responsibilities

You agree that:

• you are responsible for the accuracy, completeness and currency of all information, documents and evidence you provide to us, and we are entitled to rely on it without independent verification;
• our findings and deliverables are necessarily limited by the information made available to us, the time allocated and the scope agreed, and may not identify every risk, gap, deficiency or obligation;
• you will obtain all internal approvals and third party consents necessary for you to provide information to us;
• you will not provide us with personal information, confidential information or material belonging to a third party unless you are lawfully entitled to do so; and
• you, and not us, remain responsible for your organisation’s governance, risk management, compliance and the discharge of any duty owed by your officers.

6. Fees, invoicing and payment

• Fees are as set out in the applicable Engagement Document. Fees quoted on the Website are indicative only, are expressed in Australian dollars and are exclusive of GST unless stated otherwise.
• Unless the Engagement Document says otherwise, invoices are payable within 14 days of the invoice date.
• We may suspend the Services or withhold deliverables while any invoice is overdue. We may charge interest on overdue amounts at the rate prescribed under the Penalty Interest Rates Act 1983 (Vic), and recover reasonable costs of recovery.
• Fees for work already performed are non-refundable. Where an engagement is cancelled or postponed by you within 5 business days of a scheduled briefing or workshop, we may charge up to 50% of the fee for that session.
• Pre-paid or self-service digital assessments are, to the extent permitted by law, non-refundable once the assessment has been commenced.

7. Intellectual property and use of deliverables

All intellectual property rights in the Website, our methodologies, question sets, scoring models, frameworks, templates and the form of our deliverables remain owned by us or our licensors. Nothing in these Terms transfers ownership of that intellectual property to you.

On payment in full, we grant you a non-exclusive, non-transferable, perpetual licence to use the deliverables prepared for you for your own internal governance purposes only, including provision to your directors, officers, employees and professional advisers.

You must not publish, distribute, resell, sub-licence or otherwise make our deliverables available to any other person, or use them to represent to any third party that your organisation is compliant, certified or accredited, without our prior written consent.

Our deliverables are prepared solely for you and for the purpose stated in them. We accept no duty of care and no liability to any third party who obtains or relies on a deliverable, whether or not we consented to its disclosure.

8. Disclaimer and exclusion of warranties

To the maximum extent permitted by law, and subject to clause 9:

• the Website and all content on it are provided “as is” and “as available”, without warranty of any kind, express or implied;
• we make no representation or warranty that the Website or any content, assessment, score or deliverable is accurate, current, complete, reliable, error-free, uninterrupted, fit for any particular purpose, or that it reflects the law or any standard as at any date;
• we exclude all conditions, warranties, guarantees, terms and obligations implied by statute, custom, trade or the general law; and
• we do not warrant that use of the Services will result in any particular outcome, score, improvement, finding, approval, regulatory result or commercial benefit.

9. Limitation and exclusion of liability

9.1 Exclusion. To the maximum extent permitted by law, 1Pacent and its officers, employees, contractors and agents exclude all liability to you and to any other person for any loss, damage, cost or expense of any kind, however arising, whether in contract, tort (including negligence), under statute, in equity or otherwise, arising out of or in connection with:

• your access to, use of, or inability to use the Website;
• any content, assessment, pulse check, score, sample report, roadmap, finding, opinion or deliverable supplied by us, or any reliance placed on it;
• the Services or any act or omission in connection with them;
• any decision made or not made, or any action taken or not taken, by you or any other person;
• any failure to identify, or any error in identifying, a risk, gap, deficiency, obligation, liability or non-compliance;
• any regulatory action, investigation, penalty, claim, dispute, breach of duty, data breach, privacy incident or reputational harm affecting you; or
• any act, omission, product, service or content of a third party, including any third party website or tool we reference.

9.2 Consequential loss. In no event are we liable for any indirect, special, incidental, punitive or consequential loss, or for any loss of profit, revenue, business, opportunity, goodwill, anticipated savings, contract or data, even if we were advised of the possibility of that loss.

9.3 Australian Consumer Law. Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you may have under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, or any other law, to the extent that it cannot lawfully be excluded, restricted or modified (a Non-Excludable Right).

9.4 Cap. Where we are liable to you for a breach of a Non-Excludable Right in relation to services, and the law permits us to do so, our liability is limited, at our option, to:

• re-supplying the relevant services; or
• paying the cost of having the relevant services re-supplied.

9.5 Aggregate cap. In every other case, and to the maximum extent permitted by law, our total aggregate liability to you for all claims arising out of or in connection with the Website, the Services and these Terms is limited to the lesser of the fees actually paid by you to us in the 12 months immediately before the event giving rise to the claim, and AUD $1,000. Where no fees have been paid, our aggregate liability is nil.

9.6 Proportionate reduction. Our liability is reduced to the extent that your acts or omissions, or those of any third party, caused or contributed to the relevant loss.

9.7 Time limit. To the maximum extent permitted by law, you must bring any claim against us within 12 months of the date on which you first became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim.

10. Indemnity

You indemnify us against all loss, damage, cost and expense (including legal costs on a full indemnity basis) that we suffer or incur arising out of or in connection with your breach of these Terms, your unlawful or negligent act or omission, your disclosure of a deliverable to a third party, or any claim brought against us by a third party in connection with the Services supplied to you.

11. Confidentiality

Each party must keep the other party’s confidential information confidential and use it only for the purposes of the engagement, except where disclosure is required by law or to a professional adviser bound by a duty of confidence. We may describe the general nature of our work in anonymised form for marketing purposes, without identifying you, unless you tell us in writing not to.

12. Use of artificial intelligence in our work

We may use AI tools to assist in drafting, summarising and preparing material. All material we deliver is reviewed by a person before it is provided to you. AI-generated content can be inaccurate or incomplete, and the disclaimers and limitations in clauses 3, 4, 8 and 9 apply to it in full. We will not upload your confidential information or evidence to a third party AI service except where that has been agreed with you in writing.

13. Third party links and tools

The Website may link to third party websites, assessments and tools, including assessment tools operated under a different brand. We do not control them, do not endorse them, and accept no responsibility or liability for their content, availability, security, privacy practices or terms. Your use of a third party service is governed by that service’s own terms.

14. Suspension and termination

Either party may terminate an engagement by 14 days’ written notice. We may suspend or terminate your access to the Website, or an engagement, immediately if you breach these Terms, if continuing would place us in breach of a law or professional obligation, or if a conflict of interest arises. Termination does not affect your obligation to pay for work performed up to the date of termination. Clauses 3, 4, 7, 8, 9, 10, 11 and 16 survive termination.

15. Privacy

We handle personal information in accordance with our Privacy Policy, which forms part of these Terms.

16. Governing law and jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them, their subject matter or formation, are governed by the laws of the State of Victoria, Australia, and the Commonwealth of Australia where applicable.

You irrevocably submit to the exclusive jurisdiction of the courts of the State of Victoria and the courts competent to hear appeals from them, and waive any objection to proceedings in those courts on the grounds of venue or inconvenient forum.

17. General

• Entire agreement. These Terms and any Engagement Document record the entire agreement between us and supersede all prior discussions, representations and understandings.
• Severance. If any provision is held to be void, invalid or unenforceable, it is read down to the minimum extent necessary, or severed, and the remaining provisions continue in full force.
• No waiver. A failure or delay by us to exercise a right is not a waiver of that right.
• Assignment. You may not assign or novate your rights without our prior written consent.
• Force majeure. Neither party is liable for a failure to perform caused by an event beyond its reasonable control.
• Relationship. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between us.

18. Contact

Questions about these Terms can be sent to our contact form.