Terms of Service

1. Introduction

Welcome to Leveraged Pathways Pty Ltd (“we”, “us”, “our”). These Terms of Service (“Terms”) govern your use of our consulting services, technology development, educational products, and software products. By accessing or using our services and products, you agree to be bound by these Terms.

2. Governing Law

These Terms are governed by the laws of South Australia and the Commonwealth of Australia. Any disputes arising out of these Terms will be subject to the jurisdiction of the courts in South Australia.

3. Services and Products

3.1 Consulting Services

We provide consulting advice and assistance in building technology solutions, including web and mobile applications, and configuring cloud-based databases and services.

3.2 Products

Our products include educational materials such as e-learning courses and software products such as web and mobile applications.

4. Client and Customer Responsibilities

4.1 Prohibited Activities

You may not use our services or products for illegal activities, adult content, gambling, phishing, spam, or any other harmful or malicious purposes. You must comply with all applicable laws and regulations in your use of our services or products.

4.2 Data Ownership and IP

Unless otherwise agreed, you retain ownership of any data you store or process using our services or products.

For custom development work, upon payment in full of all fees due for the relevant project, we grant you a perpetual, non-exclusive, non-transferable licence to use, modify, and deploy any intellectual property we create specifically for you as part of that project. This licence does not extend to:

(a) Our pre-existing intellectual property, proprietary tools, frameworks, libraries, or methodologies, which remain our exclusive property. Where these are incorporated into deliverables, we grant you a limited, non-exclusive licence to use them solely as part of the delivered solution;

(b) General knowledge, techniques, skills, or experience gained during the engagement;

(c) Reusable components, patterns, or approaches of general applicability that we may use in future projects for other clients.

If a project is terminated before completion, the licence granted under this section applies only to deliverables for which full payment has been received. You may not sub-license, resell, or distribute our intellectual property as a standalone product or service without our prior written consent.

4.3 Compliance and Cooperation

You are responsible for ensuring that your usage, and that of your employees, affiliates, or end users, complies with these Terms. You agree to cooperate with us in any investigation into possible misuse or breach of these Terms.

5. Use of Subcontractors

We may use subcontractors to deliver certain services or products. Work performed by subcontractors is governed by these same Terms. By using our services, you consent to our use of subcontractors.

Where subcontractors process personal information as part of delivering services on your behalf, we will:

(a) Ensure subcontractors are bound by data protection obligations no less protective than those in these Terms;

(b) Use reasonable care in selecting, instructing, and overseeing subcontractors. We are liable for the acts and omissions of our subcontractors only to the extent that such acts or omissions result from our failure to exercise such reasonable care;

Any liability arising from the use of subcontractors is subject to the limitations set out in Section 17 (Limitation of Liability).

6. Third-Party or Open-Source Components

We may integrate third-party or open-source software (“Third-Party Components”) into our services and products. Your use of these Third-Party Components may be subject to separate licence terms, which could grant you additional rights or impose other obligations with respect to those components.

Where the licence terms of a Third-Party Component conflict with these Terms, the Third-Party licence terms will prevail solely with respect to your use of that specific component. All other provisions of these Terms, including but not limited to limitation of liability, indemnification, and intellectual property, remain in full force.

We are not responsible for, and disclaim all liability relating to, any Third-Party Components, including their performance, availability, updates, or security. We do not warrant that Third-Party Components are free from vulnerabilities, and you acknowledge that the security of such components is subject to their respective maintainers and communities.

If required, we will provide access to or copies of the applicable open-source licences or source code upon request.

7. Bugs and Data Loss

7.1 Bugs and Acceptance

While we strive to deliver high-quality, reliable solutions, software bugs are an inherent part of development. We do not warrant that our services or products will be error-free or uninterrupted.

Upon delivery of any work product, you will have 14 days to test and report any defects or issues that do not conform to the agreed specifications (“Acceptance Period”). We will use reasonable efforts to address confirmed defects reported during the Acceptance Period at no additional cost.

Defects reported after the Acceptance Period, or issues arising from modifications made by you or third parties, changes to your infrastructure or third-party services, or use of the deliverables outside the agreed specifications, are not covered and will be treated as new work subject to our standard rates.

If you do not report any defects within the Acceptance Period, the deliverables are deemed accepted.

7.2 Data Loss

You are solely responsible for backing up your data and implementing safeguards to prevent data loss. We are not liable for any damages, losses, or costs arising from the corruption, deletion, or loss of data, whether due to bugs, misuse, or other factors beyond our control.

7.3 Data Breaches

We implement and maintain reasonable technical and organisational measures to protect data within our systems, appropriate to the nature and sensitivity of the information being processed.

In the event of a suspected or confirmed data breach involving personal information processed as part of our services, we will:

(a) Notify you in writing without undue delay and in any event no later than 5 business days after becoming aware of the breach;

(b) Provide reasonable details about the nature of the breach, the types of data affected, and the steps we are taking to contain and remediate the breach;

(c) Cooperate with you in fulfilling any notification obligations you may have under applicable privacy and data protection laws, including but not limited to the Notifiable Data Breaches scheme under the Privacy Act 1988 (Cth). Such cooperation shall be provided at your cost where it extends beyond initial notification and reasonable incident response.

Despite these measures, no system is completely secure. To the maximum extent permitted by law, our liability for any data breach is limited as set out in Section 17 (Limitation of Liability).

8. Australian Consumer Law (ACL) and Warranty Disclaimer

To the maximum extent permitted by Australian law, our products and services are provided “as is.” This means we do not provide warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. The ACL provides certain guarantees that cannot be excluded, restricted, or modified, and nothing in these Terms excludes your statutory rights under the ACL.

9. Refund, Cancellation, and Termination

9.1 Refunds

Refunds are handled on a case-by-case basis at our discretion, subject to your rights under the Australian Consumer Law.

9.2 Cancellation of Subscriptions

For ongoing subscription-based products or services, you may cancel your subscription at any time, subject to any terms specific to the subscription plan.

9.3 Termination by Either Party

Either party may terminate a consulting or development engagement by providing 14 days’ written notice to the other party.

9.4 Payment on Termination

Upon termination of a consulting or development engagement for any reason:

(a) You will pay for all work completed up to the effective date of termination, including any partially completed milestones calculated on a pro-rata basis or at our standard hourly rate, whichever is greater;

(b) Any deposits or advance payments for work not yet commenced will be refunded within 30 days;

(c) We may invoice for any reasonable wind-down costs, including time spent on handover, documentation, and knowledge transfer.

9.5 Termination for Cause

We may terminate services immediately by written notice if you: (a) fail to make any payment within 14 days of receiving a written reminder; (b) materially breach these Terms and fail to remedy the breach within 14 days of written notice; or (c) become insolvent, enter administration, or are otherwise unable to pay your debts as they fall due.

10. Indemnification

Subject to any non-excludable rights or remedies under the Australian Consumer Law, you agree to indemnify, defend, and hold us harmless from and against any claims, losses, damages, liabilities, costs, and expenses (including legal fees) arising out of or related to:

Use or Misuse: Your use or misuse of our services or products.
Data Breaches & Bugs: Any data breaches, bugs, or other issues causing data loss or harm, to the extent attributable to your acts or omissions.
Violation of Terms: Any breach of these Terms by you or anyone acting on your behalf.
Third-Party Claims: Any claim by your clients or other third parties resulting from your use of our services or products.

This obligation does not apply where a claim arises solely from our own gross negligence or willful misconduct, and it survives the termination or expiration of these Terms.

11. Dispute Resolution

In the event of a dispute, you agree to attempt mediation first, in accordance with the laws and procedures applicable in South Australia, before pursuing other legal remedies.

12. Changes to the Terms

We may update these Terms from time to time. Where changes are material, we will provide at least 30 days’ notice by email or by posting a notice on our website. Your continued use of our services and products after the notice period constitutes your acceptance of the updated Terms. If you do not agree with any changes, you may discontinue use of our services before the changes take effect.

13. Force Majeure

13.1 Definition

Neither party shall be liable for any delay or failure to perform its obligations under these Terms if such delay or failure arises from any event beyond that party’s reasonable control, including but not limited to: acts of God, natural disasters, fire, flood, earthquake, war, terrorism, civil disturbance, government restrictions or regulations, lockouts or strikes, labor disputes, pandemic-related restrictions, or failure of public utilities or telecommunications networks (“Force Majeure Event”).

13.2 Notification and Mitigation

The affected party shall promptly notify the other party in writing of the Force Majeure Event, specifying the nature and expected duration of the event. The affected party shall use all reasonable endeavors to mitigate the effect of the Force Majeure Event and resume performance of its obligations as soon as practicable.

13.3 Suspension of Obligations

During the period in which the Force Majeure Event continues, the obligations of the affected party shall be suspended to the extent that the Force Majeure Event prevents or delays its performance. Once the Force Majeure Event ceases, such obligations shall be resumed as soon as reasonably practicable.

13.4 Right to Terminate

If a Force Majeure Event continues for more than 30 (thirty) consecutive days, either party may terminate the affected services or products immediately by giving written notice to the other party, without incurring any further liability (other than obligations already accrued before the Force Majeure Event).

14. Payments

14.1 Payment Terms

For consulting services and custom development work, the payment structure will be specified in the project agreement or contract. This may include a deposit, milestone payments based on project progress, and a final payment upon completion. For services billed on an hourly basis, invoices are issued weekly.

For products, payment is generally required upfront unless otherwise specified. This applies to both educational products, such as e-learning courses, and software products, such as web and mobile applications.

14.2 Payment Methods

We accept payment via bank transfers and credit cards. The specific payment options available will be provided at the time of invoicing.

14.3 Late Payments

Payments not received within 7 days of the invoice date may incur interest at a rate of 1.5% per month, calculated daily. We reserve the right to suspend or terminate services if payments are not made in a timely manner.

We may withhold delivery of any work product, source code, documentation, access credentials, or other deliverables until all outstanding invoices have been paid in full. This right applies regardless of whether the outstanding invoices relate to the specific deliverables being withheld. Any intellectual property licences granted under Section 4.2 do not take effect until full payment has been received for the relevant deliverables.

14.4 Invoices

Invoices are issued electronically via email. It is the client’s responsibility to ensure the provided email address is accurate and up-to-date. If you do not receive an invoice, please contact us promptly.

14.5 Payment Security

We will never request changes to our bank account or payment details via email. If you receive any communication requesting a change to payment details, please verify the request by contacting us directly using the contact information on our website before making any payment. We are not liable for losses arising from payments made to fraudulent accounts where the client has not verified the payment details through an independent channel.

15. Scope of Work and Change Orders

15.1 Scope of Work

The scope of each consulting or development engagement will be defined in a project agreement, statement of work, or proposal (“Scope of Work”). We are only obligated to perform the work described in the agreed Scope of Work.

15.2 Change Orders

If you request work that falls outside the agreed Scope of Work, we will provide a written estimate of the additional time, cost, and impact on the project timeline (“Change Order”). We are not obligated to commence out-of-scope work until the Change Order has been approved by you in writing.

15.3 Ambiguity and Implied Requirements

Where the Scope of Work is silent or ambiguous on a particular requirement, we will use our reasonable professional judgement to deliver what is reasonably implied. However, material additions, integrations, or features not described in the Scope of Work are not implied and will be treated as a Change Order.

15.4 Impact on Timeline

Approved Change Orders may extend the project timeline. Any revised delivery dates will be communicated in writing and will supersede previous timelines. We are not liable for delays caused by Change Orders requested by you.

15.5 Verbal Requests

We may act in good faith on verbal or informal requests for minor adjustments. However, material changes require a written Change Order. Where we perform work based on a verbal request and a dispute arises, we may charge for the work at our standard hourly rate.

16. Data Protection and Privacy

16.1 Roles and Responsibilities

Where we process personal information on your behalf in delivering our services, you are the data controller and we act as a data processor. You are responsible for ensuring that your collection and use of personal information complies with all applicable privacy and data protection laws, including but not limited to the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

You are responsible for informing us in writing of any specific legal, regulatory, or jurisdictional requirements that apply to the personal information we process on your behalf. We are not liable for non-compliance with requirements you have not notified us of.

16.2 Infrastructure Ownership

All infrastructure, hosting services, and third-party accounts used to store or process data are procured, owned, and managed by you. We access these services solely to deliver the agreed work and do not independently control the storage, retention, or security configuration of your infrastructure unless expressly engaged to do so. You are responsible for the security configuration and access controls of your own infrastructure and third-party accounts.

16.3 Our Obligations as Processor

When processing personal information on your behalf, we will:

(a) Process that information only in accordance with your reasonable instructions and the scope of the agreed services;

(b) Not use, disclose, or retain personal information for any purpose other than delivering the agreed services;

(c) Implement reasonable technical and organisational safeguards appropriate to the sensitivity of the information within the systems and access we control;

(d) Ensure that any personnel authorised to process personal information are bound by appropriate confidentiality obligations;

(e) Access your infrastructure and accounts only as necessary to perform the agreed services, and not modify security configurations, access controls, or data retention settings unless specifically instructed to do so by you.

16.4 Data Storage and Location

Personal information belonging to your customers or end users is stored within infrastructure and accounts owned and controlled by you. We do not independently store your customer or end-user personal information outside of your systems except where temporarily necessary to deliver the agreed services (for example, local development or testing environments), in which case such data will be securely deleted upon completion of the relevant task.

We may store project-related files and working materials — such as specifications, design assets, project documentation, and general correspondence — within our own systems and tools. These materials do not ordinarily contain your customer or end-user personal information. Where they do, we will treat that information in accordance with our obligations under this section.

16.5 Data Retention and Deletion

Upon written notice from you that services are complete, or upon termination of services, we will remove or securely delete any customer or end-user personal information from systems under our control within 30 days, including local copies, development environments, and backups. We are not responsible for the retention or deletion of data within your own infrastructure and accounts, which remains your responsibility.

We may retain project-related files and working materials for our own records, portfolio, and operational purposes. We may also retain any data where required by law, for tax or accounting purposes, or for the exercise or defence of legal claims. You may request deletion of project-related files in writing, and we will action such requests within 30 days. Where deletion involves material effort across multiple systems, we may charge for the work at our standard hourly rate.

16.6 End-User Data

Where our services involve developing applications or systems that collect data from your end users, you are solely responsible for providing appropriate privacy notices, obtaining any necessary consents, and ensuring that data collection complies with applicable law.

17. Limitation of Liability

17.1 Cap on Liability

To the maximum extent permitted by law, our total aggregate liability to you for all claims arising out of or in connection with these Terms, whether in contract, tort (including negligence), statute, or otherwise, shall not exceed the total fees paid by you to us in the 12 months preceding the event giving rise to the claim.

17.2 Exclusion of Consequential Loss

To the maximum extent permitted by law, we shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunity, or goodwill, regardless of whether such damages were foreseeable or whether we were advised of their possibility.

17.3 Australian Consumer Law

Nothing in this section limits or excludes liability that cannot be limited or excluded under the Australian Consumer Law or any other applicable law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.