Terms and Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("you" or "your") and BasePoint AI (ABN 83 936 473 323) ("we", "us", or "our") governing your access to and use of our website, products, and services.

By accessing or using our services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our services.

2. Services

BasePoint AI provides AI education, consultation, and implementation services to Australian businesses. Our services include:

• AI training and education programs
• Strategic AI consultation and advisory services
• AI solution development and implementation
• Related support and maintenance services

The specific scope, deliverables, and terms of any engagement will be outlined in a separate service agreement or statement of work.

3. User Accounts and Registration

Some of our services may require you to create an account or register. When you do so, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your login credentials confidential and secure
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorised use of your account

4. Fees and Payment

4.1 Pricing

Fees for our services are as quoted on our website or in a separate service agreement. All prices are in Australian Dollars (AUD) and are exclusive of GST unless otherwise stated.

4.2 Payment Terms

Payment terms will be specified in your service agreement. Unless otherwise agreed:

• Annual subscriptions are payable in advance
• Consultation and solution services may require a deposit
• Invoices are due within 14 days of issue

4.3 Late Payment

We reserve the right to suspend access to services for overdue accounts and may charge interest on late payments at the rate of 2% per month.

5. Intellectual Property

5.1 Our Intellectual Property

All content, materials, and intellectual property provided through our services, including but not limited to training materials, documentation, software, trademarks, and methodologies, remain the exclusive property of BasePoint AI or our licensors.

5.2 Licence to Use

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable licence to access and use our services and materials for your internal business purposes only.

5.3 Restrictions

You may not:

• Copy, modify, or distribute our materials without written permission
• Use our materials for commercial resale or redistribution
• Remove or alter any proprietary notices or labels
• Reverse engineer any software or technology we provide
• Share login credentials or allow unauthorised access to our platforms

6. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of our engagement. This obligation does not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party prior to disclosure
• Is independently developed without use of confidential information
• Is required to be disclosed by law or legal process

7. Warranties and Disclaimers

7.1 Our Warranties

We warrant that our services will be performed with reasonable skill and care, consistent with industry standards.

7.2 Disclaimers

To the maximum extent permitted by law:

• Our services are provided "as is" without warranties of any kind, express or implied
• We do not guarantee specific results or outcomes from using our services
• We are not responsible for any decisions you make based on our advice or recommendations
• We do not warrant that our services will be uninterrupted, error-free, or secure

8. Limitation of Liability

To the maximum extent permitted by Australian law:

• Our total liability for any claim arising from these Terms or our services shall not exceed the fees paid by you in the 12 months preceding the claim
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages
• We shall not be liable for any loss of profits, data, business opportunities, or goodwill

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under Australian Consumer Law.

9. Indemnification

You agree to indemnify, defend, and hold harmless BasePoint AI and its directors, employees, and agents from any claims, damages, losses, or expenses (including legal fees) arising from:

• Your breach of these Terms
• Your use of our services
• Your violation of any third-party rights
• Any content or data you provide to us

10. Termination

10.1 Termination by You

You may terminate your use of our services at any time by providing written notice. For subscription services, cancellation will take effect at the end of your current billing period.

10.2 Termination by Us

We may suspend or terminate your access to our services immediately if you:

• Breach any provision of these Terms
• Fail to pay fees when due
• Engage in conduct that we determine is harmful to our business or other users

10.3 Effect of Termination

Upon termination, your right to use our services ceases immediately. Sections relating to intellectual property, confidentiality, limitation of liability, and indemnification survive termination.

11. Dispute Resolution

Any dispute arising from these Terms shall be resolved as follows:

1. Negotiation: The parties will first attempt to resolve the dispute through good faith negotiation.
2. Mediation: If negotiation fails, the parties agree to submit to mediation before pursuing other remedies.
3. Jurisdiction: These Terms are governed by the laws of Queensland, Australia. The courts of Queensland have exclusive jurisdiction over any disputes.

12. General Provisions

12.1 Entire Agreement

These Terms, together with any service agreements, constitute the entire agreement between you and BasePoint AI regarding the subject matter herein.

12.2 Amendments

We may update these Terms from time to time. We will notify you of material changes by posting the updated Terms on our website. Your continued use of our services after such changes constitutes acceptance of the updated Terms.

12.3 Severability

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

12.4 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

12.5 Assignment

You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

13. Contact Us

If you have any questions about these Terms, please contact us at:

BasePoint AI
Email: sales@basepointai.com.au
Phone: 0449 509 998
ABN: 83 936 473 323