General Terms and Conditions

1. Definitions

In this Agreement, the following words have the following meanings:

  1. “After Hours” means from 17:30 to 09:00 hours Monday to Friday and all day Saturday, Sunday, and Public Holidays.
  2. “Agreement” means the agreement between the parties, as set out in any Proposal and any Special Conditions, these Conditions, and includes any schedule, annexure, or exhibit to any of them.
  3. “Bond” means any monies paid up-front by a Customer by way of a bond or security payment in connection with the provision of Services by LevelUp.
  4. “Business Hours” means Monday to Friday from 09:00 to 17:30 hours, excluding Public Holidays.
  5. “Commencement Date” means the date on which any Proposal is accepted by the Customer or the date from which any Services are provided, whichever is the earlier.
  6. “Conditions” means these terms and conditions as may be amended, novated, supplemented, or replaced from time to time as published by LevelUp on the website balazspinter.com.
  7. “Content” means all materials, information, photography, writings, and other creative content.
  8. “Copyright” means the property rights in original works of authorship as defined under Australian and/or international law.
  9. “Customer” or “you” means the person or entity (other than LevelUp and any Guarantor) who accepts a Proposal, places an Order, or on whose behalf the Order is made.
  10. “Intellectual Property Rights” means all rights including patents, Copyright, registered designs, trademarks, know-how, AI models/prompts, strategic frameworks, and Confidential Information.
  11. “LevelUp” means LevelUp Digital Pty Ltd ABN 90 630 527 212 and their heirs, successors, and assigns.
  12. “Proposal” means any Quote, Order, Rate Schedule, or Plan for the provision of Services.
  13. “Rates” means the hourly rates for Work, currently $500.00 per hour plus GST during Business Hours and $750.00 per hour outside Business Hours.
  14. “Services” means the provision of services including strategic consulting, AI advisory, tech audits, Work product, advice, and recommendations.
  15. “Work” means anything LevelUp may do, provide, or produce for you, including strategic reports, AI implementation plans, code, databases, and processes.

2. Interpretation & Website Access

  1. Currency: All references to dollars ($) are to Australian currency.
  2. Time Zone: A reference to time is to Sydney, Australia time.
  3. Website Agreement: By accessing balazspinter.com, you agree to be bound by these Conditions and comply with all applicable laws.
    1. If you do not agree, you are prohibited from using the site.
  4. Use License: Permission is granted to temporarily download one copy of website materials for personal, non-commercial transitory viewing only.
  5. Restrictions: You may not modify, copy, or reverse engineer any software or AI logic contained on the site.

3. Term of the Agreement

  1. Effective Date: This Agreement is effective upon the Commencement Date and remains in force for any Initial Term.
  2. Automatic Renewal: It automatically renews for a subsequent Renewal Term unless 30 days' prior written notice of non-renewal is given.
  3. Variations: LevelUp may review and vary this Agreement quarterly at its discretion.

4. Quotes and Orders

  1. Validity: Quotes are valid for 30 days unless otherwise specified.
  2. Acceptance: An Order has no effect until accepted by LevelUp and any required up-front payment or Bond is received.
  3. Cancellation: A Customer will not cancel an Order unless LevelUp agrees in writing.
  4. LevelUp Cancellation: Once Work has begun, LevelUp may cancel with immediate effect (with notice) provided it refunds (or does not charge) for any part of the Work not yet done.

5. Consulting Engagement (Working Together)

  1. Authority: You authorise LevelUp to do all things necessary to perform the Services, including accessing your systems, data, AI environments, staff, and contractors.
  2. Timetables: Timetables are indicative; LevelUp reserves the right to adjust them due to circumstances outside its control, including your internal delays.
  3. Quality Assurance: You are responsible for checking the wording, content, and functionality of any Work created to ensure accuracy and satisfaction.

6. Pricing and Rates

  1. GST: All Rates are exclusive of GST unless stated otherwise.
  2. Expenses: The Customer must pay all out-of-pocket expenses, including Software/AI API licensing, travel, accommodation, and courier services.
  3. Increments: Rates are charged for the whole increment of time (e.g., 1 hour) even if work is done for only part of it.

7. Advisory and AI Limitations

  1. Experimental Nature: The Customer acknowledges that strategic consulting and AI advisory involve trial, error, and experiment in novel circumstances.
  2. Third-Party Performance: LevelUp is not liable for the performance of third-party AI models (e.g., OpenAI, Anthropic), platforms, or vendors.
  3. “As Is” Basis: All technical solutions and strategic frameworks are provided “as is” without warranty of merchantability or fitness for a particular purpose.

8. Payment Arrangements and Default

  1. Due Date: Invoices must be paid within 14 days.
  2. Late Payment: If 14 days late, LevelUp may suspend Services and revoke any IP licences.
  3. Interest: Interest of 10% per annum applies to overdue amounts, calculated daily.
  4. Recoveries: All legal costs for recovering late payments are payable by the Customer.

9. Liability and Indemnity

  1. Exclusion: To the extent permitted by law, all implied warranties are excluded.
  2. Data Loss: LevelUp is not liable for program or data loss. The Customer is solely responsible for backups.
  3. Consequential Loss: LevelUp is not liable for indirect or consequential losses, including loss of profits, turnover, or business.

10. Termination

  1. By Customer: May terminate on 60 days' written notice if LevelUp fails to remedy a material breach within 30 days.
  2. Early Termination: If you terminate early, you forfeit any Bond and must pay for all work completed and administrative winding-up time.

11. Copyright and Intellectual Property

  1. Customer Warranty: You warrant that any Content provided to LevelUp belongs to you or you are entitled to use it.
  2. LevelUp General IP: LevelUp retains all rights in its proprietary frameworks, AI prompts, code, and business processes.
  3. Licence: Upon full payment, LevelUp grants you a worldwide, unrestricted, royalty-free licence to use the LevelUp General IP contained in the Work for your ordinary business purposes.

12. Non-Solicitation

  1. Restriction: The Customer must not solicit or engage any of LevelUp’s employees or agents for 12 months following termination.

13. Privacy and Personal Information

  1. Collection: LevelUp collects personal information to fulfil Proposals and provide Services.
  2. AI Disclosure: This may include disclosure to AI interfaces/LLM providers for the purpose of processing Work.

14. Deliverables and Work Product

  1. Delivery subject to payment: Work product, including but not limited to final reports, strategic documents, and AI implementation frameworks, will be provided upon and subject to payment in full of all project fees and Sums Due to LevelUp.
  2. Delivery liability: LevelUp will use all reasonable endeavours to provide Deliverables by the due date but does not accept any liability for delays where this is caused by circumstances beyond the reasonable control of LevelUp.
  3. Retention of title: Until LevelUp receives full payment in cleared funds, title to, and property in, Work Product and Deliverables remains vested in LevelUp.
  4. Fiduciary holding: The Customer must hold those Work Product and Deliverables as fiduciary bailee and agent for LevelUp and must not sell, modify, or dispose of them until payment is made.

15. Service Quality and Claims

  1. Duty to inspect: The Customer will inspect all Work Product and Deliverables immediately upon their delivery.
  2. Claim period: Within 7 days of such delivery, a Customer may give written notice to LevelUp of any matter or thing by reason of which the Customer might wish to make a claim regarding the accuracy or quality of the Service.
  3. Acceptance: If no such notice is given on time, the Customer will accept the Work Product without any such claim.

16. Professional Advisory and AI Responsibility

  1. Service limitations given the science of computing: The Customer acknowledges that the Services (especially AI and strategic technical consulting) may involve trial and error and that it is a science applied often in novel or unknown circumstances.
  2. Experimental nature: The Customer acknowledges that the Services may involve tests, troubleshooting, AI prompting, and recommendations that may prove incorrect or inappropriate in an attempt to cure a problem.
  3. Sole responsibility: The Customer accepts the sole responsibility for decisions as to whether or not to follow recommendations by LevelUp or to purchase/customise third-party AI tools or Software.
  4. Independent advice: The Customer acknowledges that it is solely responsible for obtaining its own independent advice or a second opinion from a suitably qualified person regarding legal, compliance, or high-stakes technical decisions.

17. Force Majeure

  1. Non-liability: LevelUp will not be liable for any breach of contract due to any matter or thing beyond its control, including failures by third parties to supply services, acts of God, wars, or internet/infrastructure outages.
  2. Cancellation: If LevelUp is unable to provide Services due to circumstances beyond its reasonable control, it may cancel a Proposal by written notice, in which case the Customer will indemnify and hold LevelUp harmless.

18. Errors and Omissions

  1. Price accuracy: LevelUp makes every effort to ensure that all prices and descriptions quoted are correct.
  2. Right to rescind: In the case of an error or omission, LevelUp may rescind the affected contract by written notice, with liability limited to the refund of any money the Customer has paid for that specific Order.

19. AI Platforms and Third-Party Tools

  1. Customer responsibility: All Software and AI Platform (e.g., OpenAI, Anthropic, etc.) licences are the responsibility of the Customer and not that of LevelUp.
  2. Licence storage: It is the duty of the Customer to store all licences and API keys so that they can be reproduced if and when required.
  3. Authorisation: The Customer indemnifies LevelUp against any claim arising from unauthorised Software use or breach of any licence in respect of Software/Platforms provided to LevelUp by the Customer.
  4. "As Is" delivery: All Software, AI configurations, technical solutions, and systems are provided “as is” without warranty of any kind.

20. Website Disclaimers (balazspinter.com)

  1. No Warranty: LevelUp makes no representations or warranties in relation to information available on the website, including that the information is complete or correct.
  2. Availability: LevelUp does not warrant that the website will be continuously available or free from viruses or internet access difficulties.
  3. Links: LevelUp has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site.
    1. The inclusion of any link does not imply endorsement by LevelUp of the site.
    2. Use of any such linked website is at the user's own risk.

21. Guarantee and Indemnity

  1. Guarantor obligations: The Guarantor unconditionally and irrevocably guarantees to LevelUp the payment of all moneys and performance of all obligations of the Customer in connection with this Agreement.
  2. Continuing security: This guarantee and indemnity is a continuing security and is not discharged by any one payment.
  3. No set-off: The Guarantor may not raise a set-off or counterclaim available to the Guarantor or to the Customer against LevelUp.

22. Governing Law

  1. Jurisdiction: The Agreement shall be governed by and construed in accordance with the laws of New South Wales.
  2. Global Engagement: The parties submit to the non-exclusive jurisdiction of the Courts of New South Wales regardless of the Customer's location or place of business.

23. Provisions survive termination

  1. Provisions of this Agreement will survive the termination of this Agreement to the extent necessary to give effect to this Agreement.

24. Electronic Signatures

  1. This Agreement may be executed by electronic signatures, which shall be legally binding under the Electronic Transactions Act 1999 (Cth).