1. About These Terms
Bioport Ai Pty Ltd (ABN 78 703 344 101) is a proprietary limited company registered in Australia, with its principal place of business in Melbourne VIC (“Bioport Ai”, “we”, “us” or “our”). These Terms, together with any engagement letter, proposal, statement of work or quote we issue to you (“Engagement Documents”), form the agreement between you and us. Where an Engagement Document conflicts with these Terms, the Engagement Document prevails to the extent of the conflict.
2. Our Services
We provide professional business and consulting services, which may include business strategy and planning, operational and process review, organisational improvement, market and performance analysis, and related advisory work. The precise scope, deliverables, timetable and fees for each engagement will be set out in the applicable Engagement Documents. Any work outside that agreed scope will be treated as a variation and will only proceed once agreed in writing, including any adjustment to fees.
3. Quotes and Engagement
- Quotes provided by us are valid for thirty (30) days from the date of issue, unless otherwise stated, and are subject to these Terms.
- An engagement commences when you accept a quote or Engagement Document in writing (including by email) or when we commence work at your request, whichever occurs first.
- Information provided in quotes, proposals and on this website is general in nature and does not constitute financial, legal, taxation or other regulated professional advice. You should obtain independent specialist advice where appropriate.
4. Fees, Invoicing and Payment
- All fees are quoted in Australian dollars and, unless expressly stated otherwise, exclude GST, which is payable in addition at the prevailing rate.
- We will issue tax invoices in accordance with the payment schedule in the applicable Engagement Document.
- Invoices are payable within fourteen (14) days of the date of issue, unless otherwise agreed in writing.
- If an invoice remains unpaid after its due date, we may suspend work, charge reasonable late-payment costs, and recover reasonable costs of debt recovery, to the extent permitted by law.
- Expenses reasonably and necessarily incurred in performing the services (such as travel) will be on-charged at cost where the Engagement Document so provides.
5. Your Responsibilities
You agree to provide timely, accurate and complete information and access reasonably required for us to perform the services; to respond to requests for feedback and decisions within a reasonable time; to ensure that any information you supply does not infringe the rights of any third party or breach any law; and to use deliverables only for the purposes for which they were prepared. Delays caused by a failure to meet these responsibilities may affect timetables and, where applicable, fees.
6. Intellectual Property
All pre-existing intellectual property brought to an engagement by either party remains the property of that party. Subject to receipt of full payment, you own the final deliverables prepared specifically for you under an engagement. We retain ownership of our methodologies, frameworks, templates, tools and know-how, and grant you a perpetual, non-exclusive, royalty-free licence to use them as embedded in your deliverables. You must not remove notices of ownership from deliverables.
7. Confidentiality
Each party will keep confidential all non-public information of the other party obtained in connection with an engagement and will use it only for the purposes of that engagement. These obligations do not apply to information that is or becomes public other than through breach of confidence, was already lawfully known to the recipient, is independently developed, or must be disclosed by law. This clause survives completion or termination of an engagement.
8. Privacy
We handle personal information in accordance with our Privacy Policy and the Australian Privacy Principles under the Privacy Act 1988 (Cth). By engaging our services, you confirm that you are entitled to disclose to us any personal information you provide, and that we may collect, use and disclose that information as described in our Privacy Policy.
9. Warranties and the Australian Consumer Law
Nothing in these Terms excludes, restricts or modifies any consumer guarantees, rights or remedies that you may have under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable Australian law that cannot lawfully be excluded, restricted or modified. Subject to the foregoing, and to the extent permitted by law, our liability for breach of a consumer guarantee is limited, at our option, to the supply of the services again or the payment of the cost of having the services supplied again.
10. Limitation of Liability
To the extent permitted by law, and except as provided in clause 9, we are not liable for any indirect, incidental, special or consequential loss or damage, loss of profit, loss of revenue, or loss of anticipated savings, however caused, arising in connection with the services or your use of this website. Where liability cannot be excluded, our total aggregate liability arising out of or in connection with an engagement is limited to the fees actually paid by you to us for that engagement in the twelve (12) months preceding the event giving rise to the liability. This clause does not apply to liability that cannot lawfully be limited.
11. Termination
Either party may terminate an engagement for convenience on fourteen (14) days’ written notice, or immediately if the other party commits a material breach that is not remedied within fourteen (14) days of written notice, becomes insolvent, or engages in serious misconduct. On termination, you must pay us for all services properly performed and expenses reasonably incurred up to the termination date. Clauses which by their nature are intended to survive termination (including intellectual property, confidentiality, privacy, liability and governing law) will do so.
12. Force Majeure
Neither party is liable for delays or failures in performance (other than payment obligations) caused by events beyond that party’s reasonable control, including natural disasters, pandemics, industrial action, government restrictions, or failures of communications infrastructure. The affected party must notify the other party promptly and use reasonable endeavours to mitigate the effect of the event.
13. General Provisions
- Governing law: These Terms are governed by the laws of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Victoria and the courts competent to hear appeals from them.
- Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force.
- Entire agreement: These Terms, together with the Engagement Documents, constitute the entire agreement between the parties regarding their subject matter and supersede all prior discussions and agreements.
- Assignment: You must not assign or transfer your rights under these Terms without our prior written consent.
- Notices: Notices under these Terms must be in writing and may be given by email.
14. Changes to These Terms
We may update these Terms from time to time by publishing a revised version on this page. The version published at the time you accept a quote or Engagement Document will apply to that engagement, and updated Terms will apply to engagements commenced after publication. Continued use of this website after changes are published constitutes acceptance of the updated Terms.
15. Contact Us
If you have any questions about these Terms, or wish to raise a concern or dispute regarding our services, please contact us by email at ceo@bioportai.online, or via our contact page. We take all feedback seriously and will respond to written enquiries within a reasonable time.
Bioport Ai Pty Ltd · ABN 78 703 344 101 · Melbourne VIC, Australia.