SpecRep.ai Terms of Service

These Terms of Service (“Agreement”) apply between Red and Black Group Pty Ltd ATF Red and Black Trust trading as Spec Up (ABN 36 270 917 042) (“Spec Up”, “we”, “us”, “our”) and Spec Up’s clients (“Client”, “you”, “your”) in relation to the provision of AI-powered product representation services through the AI Spec Rep platform. By engaging Spec Up (including by instructing us to commence our service) and submitting payment or project details, you agree to the terms of this Agreement.

1.          Services to be Provided

1.1.       Spec Up will provide the following services to you (unless otherwise agreed in writing):

A.          development, training, and deployment of AI Spec Rep agents, which may include agents within the Built Environment Channel (BEC) ecosystem and general-use agents. Clients may choose to pay to activate either or both types of agents

B.          setup and onboarding (including access to training material and document formatting)

C.          ongoing AI performance monitoring, refinement, and prompt optimisation

D.          access to regular usage insights and reporting (where available)

E.          optional participation in the Spec Up Circle or other ecosystem offers

1.2.       Additional agents, integrations, or services may be quoted separately.

2.          Term and Termination

2.1.       This Agreement takes effect from the date of acceptance or first payment, with a minimum commitment of 3 months unless otherwise agreed in writing between both the Client and Spec Up.

2.2.       After the minimum term, either party may terminate this Agreement with 30 days' written notice. Termination does not relieve the Client of outstanding payment obligations. If early termination occurs before the end of the initial term, the full 3-month minimum fee remains payable.

2.3.       If Spec Up terminates this Agreement without cause, Spec Up will refund to the Client any prepaid but unused fees for Services not yet provided as at the effective date of termination, calculated on a pro rata basis. No such refund is payable where termination is due to the Client’s breach of this Agreement or where this Agreement is terminated during the minimum term.

3.          Fees and Payment

3.1.       The Client agrees to pay all applicable setup fees, subscription fees, and charges for additional services as agreed in writing between both the Client and Spec Up or outlined in the current Spec Up pricing guide.

3.2.       Each AI agent subscription includes a monthly credit allowance. If this credit limit is exceeded, additional credits may be purchased directly through Spec Up. Pricing details for such credits will be included in your quote or made available upon request.

3.3.       All invoices are issued in Australian dollars and are payable within 14 days unless otherwise agreed. Failure to pay on time may result in service suspension.

3.4.       Unless expressly stated otherwise, all fees and charges specified in this Agreement are exclusive of GST. If GST is imposed on any supply made under or in accordance with this Agreement, the recipient of the supply must pay to the supplier an additional amount equal to the GST payable on the supply. The additional amount is payable at the same time as the consideration for the supply is payable, subject to receipt of a valid tax invoice.

4.          Client Responsibilities

4.1.       Our AI Spec Rep is trained to respect the guidance provided by the Australian Competition and Consumer Commission (ACCC) on making environmental claims. We require that all training materials and supplied documentation from the Client support this commitment. Spec Up has taken reasonable steps to ensure that our AI complies with these laws. The Client acknowledges that they have read and understood the ACCC's guide to making environmental claims and agrees to align all training materials with its principles.

4.2.       By supplying content (including product documentation, brochures, technical data, or environmental claims) for training your AI Spec Rep agent, you agree that:

A.          all supplied materials are accurate and not misleading to the best of your knowledge

B.          you are solely responsible for the accuracy of the information provided

C.          you will promptly notify Spec Up and provide updated materials if you become aware of any inaccuracies

D.          you acknowledge that architects and other professionals may rely on the AI agent’s responses, which are based on the information you provide

E.          Spec Up does not independently verify the accuracy or suitability of the materials you upload

4.3.       You agree to indemnify Spec Up against any claims, losses, or damages arising from the use of inaccurate, incomplete, or misleading content you have supplied. To ensure effective deployment of the AI agent, the Client agrees to:

A.          provide accurate, complete product information, documentation, and branding assets

B.          review and approve any training outputs, summaries, or AI behaviours upon request

C.          inform Spec Up of any material changes to your product offering that may affect AI performance

D.          avoid misrepresenting the capabilities of the AI agent in your own communications

4.4.       The Client remains responsible for providing accurate and complete training materials, documentation, and website content. Spec Up will use this material to train the AI agent and that the AI’s outputs rely on the accuracy and completeness of the information provided by the Client.

5.          Intellectual Property

5.1.       All custom-trained AI agents, system prompts, and backend logic remain the intellectual property of Spec Up.

5.2.       Client branding, product documentation, and logos remain the property of the Client.

5.3.       The Client grants Spec Up a non-exclusive, royalty-free licence to use its product materials solely for the purpose of training and maintaining the AI Spec Rep service during the term of this Agreement and for such further period as is necessary to enable Spec Up to fulfil its obligations under this Agreement.

6.          Data and Confidentiality

6.1.       Spec Up will collect and store data from user interactions (chat logs, enquiry types, performance analytics) to:

A.          maintain and improve agent accuracy

B.          provide insights to the Client

C.          monitor usage across the platform

6.2.       Personally identifiable information (PII) will be collected, stored and transferred in accordance with our Privacy Policy.

6.3.       Spec Up agrees to maintain the confidentiality of any commercially sensitive information shared by the Client for the purpose of AI training or strategic support.

6.4.       Where you interact with an AI agent branded for a specific third-party business, you acknowledge and agree that all chat logs and related data from your use of that agent may be shared in full with that business for the purposes of customer service, quality assurance, and product support. This is in addition to any other uses described in these Terms.

6.5.       We may aggregate and de-identify user-generated data (such as enquiry types, usage patterns, and project categories) across the Service to produce industry insights, trend reports, or statistical summaries. No personally identifiable information or confidential project details will be disclosed in such reports.

7.          Use of AI Output and Limitations

7.1.       The AI Spec Rep is a support tool designed to enhance product accessibility and specification. It is not a substitute for professional advice.

7.2.       Spec Up is not responsible for:

A.          misuse of AI outputs by end users

B.          errors or omissions in responses caused by incomplete or outdated source data

C.          any loss arising from the reliance on AI-supplied information without human verification

7.3.       Clients are encouraged to review AI behaviour regularly and may request changes or retraining at any time.

8.          Publicity and Use of Name

8.1.       With your consent, Spec Up may list your company as a participating client on marketing materials, case studies, or within the SRHD ecosystem. You may opt out of publicity at any time by written request.

9.          Service Suspension and Termination for Breach

9.1.       Spec Up may suspend or terminate services immediately in the event of a material breach by the Client, which includes:

A.          non-payment

B.          abuse or misuse of the AI agent (e.g. misrepresentation, false claims)

C.          breach of confidentiality or intellectual property terms

9.2.       The Client may terminate this Agreement by notice in writing to Spec Up if Spec Up materially breaches this Agreement and either:

A.          the breach is not capable of remedy; or

B.          the breach is capable of remedy but Spec Up has not, within 7 days of receiving a notice in writing from the Client detailing the breach, rectified the breach.

10.       Notice Provisions

Method of Service

10.1.    All notices, demands, consents, approvals or other communications (collectively, “Notices”) required or permitted to be given under this Agreement must be in writing and may be delivered by:

A.          email to the email address last notified by the recipient; or

B.          hand delivery or by post or courier to the recipient’s address.

Deemed Receipt

10.2.    A Notice sent by email is deemed to be received at the time it enters the recipient’s information system, provided that no delivery failure notification is received by the sender.

10.3.    A Notice sent by registered post or courier is deemed to be received on the third business day after posting (if posted within Australia) or the seventh business day after posting (if posted internationally).

10.4.    A Notice delivered by hand is deemed received at the time of delivery, provided delivery occurs on a business day and before 5:00 pm local time at the place of delivery; otherwise, it will be deemed received on the next business day.

Change of Details

10.5.    Either party may change its contact details for Notices by giving written Notice to the other party.

11.        Limitation of Liability

11.1.    Subject to clause 11.3, to the fullest extent permitted by law, Spec Up shall not be liable for:

A.          any reputational harm or damage resulting from the use, misuse, or performance of the AI agent

B.          any indirect, incidental, special, or consequential damages

C.          loss of profits or business opportunity

D.          errors in AI output caused by client-provided content or third-party integrations

11.2.    Subject to clause 11.3, Spec Up’s total liability under this agreement is limited to the total amount paid by the Client in the 3 months preceding a claim.

11.3.    Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Competition and Consumer Act 2010 (Cth) or any other applicable law that cannot be excluded, restricted, or modified by agreement. To the extent that clauses 11.1 and 11.2 are considered unenforceable, the Client’s remedies for defective services are limited to:

A.          the reperformance of services by Spec Up;

B.          the correction of defective services by Spec Up; or

C.          a refund, equivalent to the value of the defective services performed by Spec Up and already paid for by the Client.

12.       Interpretation and General

12.1.    This Agreement is governed by the laws of Victoria, Australia. Any disputes arising from this Agreement shall be subject to and both parties consent to the exclusive jurisdiction of the courts of Victoria, Australia.

12.2.    Both parties consent to the use of electronic signatures in accordance with the Electronic Transactions (Victoria) Act 2000 (VIC) and any equivalent legislation in relation to all matters relating to this Agreement.

Contact:            Red and Black Group Pty Ltd ATF Red and Black Trust trading as Spec Up (ABN 36 270 917 042)

Email:               info@specup.agency

Website:           www.specup.agency

Postal Address: Studio 2 / Level 3 / 170 Elgin Street Carlton Victoria