Terms of Service

1. About These Terms

These Terms of Service ("Terms") govern your use of the website kouraikhryseai.com ("Website") and any services provided by Kourai Khryseai ("we", "us", "our"). By accessing this Website or engaging our services, you agree to be bound by these Terms. If you do not agree, please do not use this Website or engage our services.

We may update these Terms from time to time. The most current version will always be available on this page with the "Last updated" date. Continued use of the Website after changes constitutes acceptance of the updated Terms.

2. Services

We provide consulting services in the areas of technology, automation, web development, and business strategy ("Services"). The specific scope, deliverables, timeline, and fees for any engagement will be set out in a separate Consulting Services Agreement or Statement of Work agreed between you and us before work commences.

Nothing on this Website constitutes an offer to provide services. Information on this Website is general in nature and does not constitute professional advice.

3. Engagement Terms

3.1 Agreement to Engage

All consulting engagements require a written Consulting Services Agreement or Statement of Work ("Agreement") signed by both parties before work begins. These Terms apply in addition to any Agreement. In the event of a conflict, the Agreement prevails.

3.2 Client Responsibilities

You agree to:

• Provide accurate and complete information, access, and materials reasonably required for us to perform the Services
• Respond to requests for approval or feedback within agreed timeframes
• Make payments in accordance with the agreed terms

3.3 Change Requests

Any changes to the agreed scope of work must be documented in writing, including any revised fees or timelines. We are not obligated to perform work outside the agreed scope without a written change request.

4. Fees and Payment

4.1 Pricing

Fees for Services are as set out in the relevant Agreement. The currency for each engagement will be specified in the Agreement. Where no currency is specified, fees are in Australian dollars (AUD).

4.2 GST

All fees are exclusive of GST unless stated otherwise. GST applies to services provided to Australian clients where we are registered for GST. Services provided to clients located outside Australia are generally GST-free under Division 38 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Where GST applies, it will be charged at the prevailing rate (currently 10%) and a valid tax invoice will be provided.

4.3 Payment Terms

Unless otherwise agreed in writing, invoices are payable within 14 days of the invoice date. We reserve the right to charge interest on overdue amounts at the rate of 2% per month.

4.4 Expenses

Any pre-approved expenses incurred on your behalf will be invoiced at cost plus any applicable taxes, with supporting documentation.

4.5 International Clients

For clients located outside Australia, fees will be invoiced in the currency agreed in the relevant Agreement. You are responsible for any currency conversion fees, bank transfer charges, or taxes applicable in your jurisdiction. Payment must be received in full, net of any deductions or withholdings.

5. Intellectual Property

5.1 Background IP

All intellectual property owned by us prior to, or independently of, the engagement ("Background IP") remains our property. You receive a non-exclusive, non-transferable licence to use our Background IP only to the extent necessary to benefit from the deliverables.

5.2 Project IP

Unless otherwise agreed in writing, intellectual property created specifically for you during the engagement ("Project IP") will be assigned to you upon full payment of all fees. Until full payment, all Project IP remains our property.

5.3 Portfolio Rights

We retain the right to reference the general nature of the work performed (without disclosing confidential information) in our marketing materials and portfolio, unless you notify us in writing that you wish the engagement to remain confidential.

5.4 Third-Party IP

If deliverables incorporate third-party tools, libraries, or components (including open-source software), those components remain subject to their original licences.

6. Confidentiality

Both parties agree to keep confidential any information that is identified as confidential, or that would reasonably be considered confidential, received from the other party during the engagement. This obligation survives termination of the Agreement for a period of 2 years.

Confidential information does not include information that is:

• Publicly available through no fault of the receiving party
• Already known to the receiving party before disclosure
• Independently developed without reference to the disclosing party's information
• Required to be disclosed by law or regulation

7. Limitation of Liability

7.1 Maximum Liability

To the maximum extent permitted by law, our total aggregate liability to you arising out of or in connection with the Services is limited to the total fees paid by you under the relevant Agreement in the 12 months preceding the claim.

7.2 Exclusion of Consequential Loss

To the maximum extent permitted by law, we are not liable for any indirect, incidental, special, or consequential loss or damage, including loss of profit, revenue, data, or business opportunity, howsoever caused.

7.3 Consumer Guarantees

Nothing in these Terms is intended to exclude, restrict, or modify any consumer guarantee or right under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable law that cannot be excluded, restricted, or modified by agreement.

If we fail to comply with a consumer guarantee, you are entitled to the remedies available under the Australian Consumer Law. For services, if the failure is major, you may cancel the service and seek a refund. If the failure is minor, we may choose to re-perform the service at no additional cost.

8. Warranties and Disclaimers

8.1 Our Warranty

We warrant that Services will be performed with due care and skill, and in a professional and workmanlike manner, consistent with generally accepted industry standards.

8.2 No Other Warranties

Except as expressly stated in these Terms or as required by law (including the Australian Consumer Law), we make no other warranties or representations regarding the Services, the Website, or any content provided.

8.3 Website Content

Information on this Website is provided for general informational purposes only and does not constitute professional advice. We make reasonable efforts to ensure accuracy but do not guarantee that all information is complete, current, or error-free.

9. Independent Contractor

We are an independent contractor, not your employee, partner, or agent. Nothing in these Terms or any Agreement creates an employment relationship, partnership, joint venture, or agency between us. We are responsible for our own tax, superannuation, and insurance obligations.

10. Termination

10.1 Termination for Convenience

Either party may terminate an engagement by providing 14 days' written notice to the other party. You will be liable for payment of all work completed up to the date of termination, plus any non-cancellable commitments made on your behalf.

10.2 Termination for Cause

Either party may terminate immediately by written notice if the other party:

• Commits a material breach that is not remedied within 14 days of written notice
• Becomes insolvent or enters administration, liquidation, or receivership

10.3 Survival

Clauses relating to Intellectual Property (5), Confidentiality (6), Limitation of Liability (7), and Dispute Resolution (12) survive termination.

11. Privacy

We collect and handle personal information in accordance with our Privacy Policy. By using this Website or engaging our Services, you acknowledge the collection and use of your information as described in the Privacy Policy.

12. Dispute Resolution

12.1 Negotiation

If a dispute arises, either party must first attempt to resolve it through good faith negotiation. Written notice of the dispute must be provided to the other party.

12.2 Mediation

If the dispute is not resolved within 21 days of written notice, either party may refer the matter to mediation through the NSW Small Business Commission or an agreed mediator. The costs of mediation will be shared equally.

12.3 Litigation

If the dispute is not resolved through mediation, either party may commence legal proceedings.

13. Force Majeure

Neither party is liable for any failure or delay in performing obligations under these Terms to the extent caused by circumstances beyond their reasonable control, including natural disasters, pandemic, government action, power failure, internet outages, or cyberattack. The affected party must notify the other party promptly and take reasonable steps to mitigate the impact.

14. Governing Law

These Terms are governed by the laws of New South Wales, Australia. Both parties submit to the non-exclusive jurisdiction of the courts of New South Wales. If you are located outside Australia, you acknowledge that these Terms are governed by Australian law and that any dispute will be resolved in accordance with the dispute resolution process in Section 12.

15. General

15.1 Entire Agreement

These Terms, together with any applicable Agreement, constitute the entire agreement between the parties and supersede all prior discussions, representations, and agreements.

15.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, it will be severed to the extent of the invalidity or unenforceability, and the remaining provisions will continue in full force.

15.3 Waiver

A failure or delay by either party to exercise a right under these Terms does not constitute a waiver of that right.

15.4 Assignment

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

16. Contact

For questions about these Terms, please contact us at:

Email: consult@benjihagenhart.com
Address: Available on request