Terms of Service

Bhalekar Consulting (Consulting, Software/Tool Access & Managed Services)

Effective date:

These Terms are effective from the date you first engage with our Services, which includes (without limitation) the date you:

•access or use our Website or Platform;
•create an account;
•submit an Order; or
•accept a proposal, quote, statement of work, order form, checkout, or similar document.

These Terms of Service (Terms) govern your access to and use of our website and platforms, and the services we provide.

1. Parties and acceptance

1.1 These Terms are between: Bhalekar Pty Ltd ABN 22 642 063 385 trading as Bhalekar Consulting (Bhalekar, we, us, our) and the person or entity accessing the Website/Platform or acquiring Services (you, your, Client).

1.2 By (a) using our Website or any portal/tool we provide, (b) creating an account, (c) clicking “accept”, or (d) signing/accepting an Order (as defined below), you agree to these Terms.

1.3 If you accept these Terms on behalf of an organisation, you warrant you have authority to bind it.

2. Definitions

In these Terms:

•ACL means the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
•Client Data means data, content, files, prompts, inputs, personal information and other materials submitted to, stored in, transmitted via, or otherwise processed through the Platform or provided to us in connection with Services.
•Confidential Information has the meaning in clause 14.
•Consulting Services means advisory, professional services, workshops, implementation support, design, build, testing, documentation, and related deliverables.
•Deliverables means outputs we agree to produce under an Order (e.g., reports, presentations, solution designs, code, configurations, documentation).
•Managed Services means ongoing operational/support services (e.g., monitoring, maintenance, incident response, changes, administration, support).
•Order means an order form, quote, proposal acceptance, statement of work (SOW), schedule, subscription checkout, or similar document that describes Services, scope, fees, term, and other commercial details.
•Platform means any software, tool, portal, API, dashboard, or hosted environment we make available for access.
•Subscription Services means access to and use of the Platform on a subscription, usage-based, or licence basis.
•Website means our website and any related pages, forms, portals and subdomains we operate.

3. Order of precedence

3.1 These Terms apply unless we agree otherwise in writing.

3.2 If there is inconsistency, the following order applies (highest to lowest):

(a) special conditions signed by both parties;

(b) the relevant Order/SOW;

(d) any other online terms, policies, or guidelines.

4. Changes to these Terms

4.1 We may update these Terms by publishing an updated version on our Website.

4.2 Updated Terms apply to future use of the Website/Platform and future Orders. Changes do not retrospectively amend an existing signed/accepted Order unless the Order says otherwise or both parties agree in writing.

5. Services generally

5.1 We will provide the Services described in the applicable Order.

5.2 Assumptions and dependencies. Our timelines and delivery depend on your timely provision of information, access, decisions, and approvals.

5.3 No guaranteed outcomes. Unless expressly stated in an Order, we do not guarantee a particular outcome (including business results, funding outcomes, regulatory outcomes, system performance, accuracy of AI outputs, or ROI).

5.4 Subcontractors. We may use employees and contractors to deliver Services. We remain responsible for performance of our obligations under the Order (subject to these Terms).

6. Consulting Services

6.1 Deliverables and acceptance. Deliverables are as described in the Order. If acceptance criteria or an acceptance process is stated in the Order, it applies. If none is stated, Deliverables are deemed accepted on the earlier of:

(a) your written acceptance;

(b) you putting a Deliverable into production/use; or

6.2 Change requests. Requests outside the agreed scope are subject to change control and may incur additional fees and revised timelines.

6.3 Client decision-making. You remain responsible for your decisions and implementation choices, including whether and how you act on recommendations.

7. Subscription Services (Software/Tool Access)

7.1 Licence grant. During the subscription term and subject to payment and compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable licence to access and use the Platform for your internal business purposes, in accordance with the Order and any usage limits.

7.2 Accounts and security. You must ensure all users keep credentials secure and must promptly notify us of any unauthorised access. You are responsible for all activity under your accounts (except to the extent caused by our breach).

7.3 Usage limits and fair use. Your access may be subject to user counts, usage caps, storage limits, rate limits, or fair use policies stated in an Order or the Platform. We may throttle or restrict usage that materially impacts platform stability or breaches these Terms.

7.4 Trials and betas. Trials/beta features (if any) are provided “as is”, may be changed or withdrawn, and may be subject to additional terms. We do not guarantee availability or support for beta features.

7.5 Support. Support channels and response targets (if any) will be as described in the Order, an SLA, or our support policy.

7.6 Updates. We may update the Platform (including security patches, feature changes, or UI changes). We will use reasonable efforts to avoid materially adverse changes to core functionality during a paid term.

8. Managed Services

8.1 Scope and service levels. Managed Services scope, hours of coverage, inclusions/exclusions, and any service levels will be as described in the Order and/or an SLA schedule.

8.2 Access and permissions. You must provide and maintain appropriate administrative access, credentials, and approvals necessary for us to deliver Managed Services.

8.3 Change control. Where we implement changes in your environment, we may require a change request process and approval steps. You acknowledge that changes may carry risk and may require planned downtime.

8.4 Third-party environments. If Managed Services involve third-party services (e.g., cloud hosting, model providers, data platforms), outages and issues in those services are outside our control and are not counted as our breach, unless we expressly agree otherwise.

9. Acceptable use

You must not (and must ensure your users do not):

(a) use the Website/Platform unlawfully or in breach of any applicable law;

(b) upload or transmit malware, harmful code, or attempt to compromise security;

(d) reverse engineer, decompile, or attempt to discover source code except as permitted by law;

(e) use the Platform to infringe intellectual property rights, confidentiality, or privacy;

(f) use the Platform to send spam or unsolicited communications;

(g) use the Platform for high-risk activities where failures could lead to death, serious injury, or major physical/environmental damage (unless expressly agreed in writing with appropriate safeguards);

(h) remove proprietary notices from the Platform or Deliverables.

We may suspend or restrict access if we reasonably believe you have breached this clause or created security/legal risk (see clause 18).

10. Client Data, privacy, and security

10.1 Client Data ownership. As between the parties, you own (or retain rights to) Client Data. We do not claim ownership of Client Data.

10.2 Licence to process. You grant us a non-exclusive licence to host, copy, transmit, process, and otherwise use Client Data solely to:

(a) provide the Services;

(b) prevent or address technical/security issues; and

10.3 Privacy. We handle personal information in accordance with our Privacy Policy (published on our Website). You warrant you have provided all necessary notices and obtained all required consents for any personal information you provide to us or ask us to process.

10.4 Security measures. We will take reasonable administrative, technical and organisational measures to protect Client Data against unauthorised access, loss, misuse, or disclosure. No system is completely secure and we do not guarantee absolute security.

10.5 Data location and transfers. The Platform may involve storage/processing in Australia and/or other jurisdictions depending on hosting and subcontractors. If cross-border data handling is relevant, it should be addressed in the Order or a data processing addendum.

10.6 Backups and retention. Backup, retention, and restoration obligations (if any) will be as stated in the Order/SLA. Otherwise, you are responsible for maintaining appropriate backups of your Client Data.

10.7 Data return on termination. On expiry/termination, we will make Client Data available for export where the Platform supports it for a period of 30 days (unless otherwise stated in an Order). After that, we may delete or de-identify Client Data, subject to legal retention requirements.

11. AI/ML and automated outputs

11.1 Where the Services or Platform include analytics, automation, machine learning, or generative AI features, you acknowledge that outputs may be probabilistic, incomplete, or incorrect.

11.2 You are responsible for human review and validation of outputs before using them for decisions, production systems, customer communications, or regulated/compliance use cases.

11.3 Unless expressly agreed in writing, the Services are not legal, medical, financial, accounting, or other regulated advice.

12. Third-party services and integrations

12.1 The Platform and Services may interoperate with third-party products/services (including cloud providers, model providers, identity providers, data warehouses, and messaging services). Those third parties have their own terms and privacy policies.

12.2 We are not responsible for third-party services, including outages, changes, or discontinuation, except to the extent we have expressly assumed responsibility in an Order.

13. Fees, invoicing and payment

13.1 Fees. Fees are as stated in the Order and may include subscription fees, usage-based fees, professional services fees, and managed services fees.

13.2 Invoicing. Unless stated otherwise:

•subscription fees are billed in advance (monthly/annually); and
•consulting/managed services are billed monthly in arrears (time and materials) or by milestone (fixed price), as specified in the Order.

13.3 Payment terms. Invoices are payable within 14 days of invoice date, unless otherwise stated in the Order.

13.4 Expenses. You must reimburse pre-approved reasonable expenses incurred in delivering Services.

13.5 GST. Amounts are exclusive of GST unless stated otherwise.

13.6 Late payment. We may charge interest on overdue amounts at 2% per month (or the maximum permitted by law if lower), calculated daily, and recover reasonable debt recovery costs.

13.7 Disputed invoices. You must notify us in writing of any dispute within 7 days of invoice date, detailing reasons. You must pay the undisputed portion on time.

14. Confidentiality

14.1 Confidential Information means information disclosed by a party that is confidential in nature or marked confidential, including business information, technical information, Client Data, product roadmaps, pricing, security information, and trade secrets.

14.2 Each party must keep the other party’s Confidential Information confidential and only use it to perform obligations or exercise rights under these Terms/Orders.

14.3 A party may disclose Confidential Information to its personnel and contractors who need to know and are bound by confidentiality obligations.

14.4 Exceptions: confidentiality obligations do not apply to information that is public (other than by breach), independently developed, or lawfully received from a third party.

14.5 If disclosure is required by law/regulator, the receiving party may disclose to the extent required and (where lawful) must notify the other party in advance.

15. Intellectual property

15.1 Background IP. Each party retains ownership of IP it owned or developed independently of the Services (Background IP).

15.2 Platform. We own (or licence) all IP in the Platform, including updates, enhancements, and derivatives. No rights are granted except as expressly stated in these Terms and the Order.

15.3 Deliverables. Unless stated otherwise in the Order:

•you own Deliverables created specifically for you once all fees are paid, excluding our Background IP, reusable components, templates, frameworks, tools, and any third-party materials; and
•we grant you a non-exclusive, perpetual licence to use our embedded Background IP only as necessary to use the Deliverables for your internal business purposes.

15.4 Client Materials. You retain ownership of your Background IP and Client Data/materials. You grant us a licence to use them as needed to deliver the Services.

15.5 Feedback. If you provide suggestions or feedback, you grant us a right to use it without restriction or compensation, provided we do not disclose your Confidential Information.

15.6 Open source. Deliverables or Platform may include open-source components governed by their respective licences.

16. Warranties

16.1 We warrant that we will provide the Services with due care and skill.

16.2 Except as required by the ACL or expressly stated in an Order, the Website, Platform, Services and Deliverables are provided “as is” and we disclaim all other warranties, including merchantability, fitness for purpose, non-infringement, and uninterrupted availability.

17. Australian Consumer Law

17.1 Nothing in these Terms excludes, restricts, or modifies rights under the ACL or other laws that cannot be excluded.

17.2 Where permitted and where Services are not acquired for personal, domestic, or household use, our liability for breach of a non-excludable guarantee may be limited (at our option) to supplying the services again or paying the cost of having the services supplied again.

18. Suspension

We may suspend access to the Platform or Services immediately (in whole or part) if:

(a) you fail to pay undisputed fees when due;

(b) you breach clause 9 (Acceptable Use) or cause security/legal risk;

(d) continuing would expose us or others to material harm.

We will restore access once the issue is resolved (where reasonably possible).

19. Limitation of liability

19.1 Exclusion of consequential loss. To the maximum extent permitted by law, neither party is liable for indirect or consequential loss, including loss of profit, revenue, goodwill, opportunity, anticipated savings, or loss/corruption of data (except to the extent caused by breach of confidentiality or unlawful data handling).

19.2 Liability cap. To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with the Services/Platform/Terms is limited to the fees paid (and payable) by you to us under the relevant Order in the 12 months prior to the event giving rise to the claim.

19.3 Exceptions. Clauses 19.1–19.2 do not apply to liability that cannot be excluded by law, or to fraud or wilful misconduct.

20. Indemnities

20.1 Client indemnity. You indemnify us (and our directors, officers, employees and contractors) against claims, losses, damages, liabilities, costs and expenses arising from:

(a) your or your users’ breach of these Terms;

(b) Client Data or Client Materials infringing third-party rights or being unlawful;

(d) your misuse of the Platform or Services.

20.2 IP infringement (optional). If you want a mutual, balanced IP indemnity (more common in enterprise deals), this is usually set in the Order/MSA with carve-outs and procedures.

21. Term and termination

21.1 Term. These Terms start when you first use the Website/Platform or accept an Order and continue until terminated.

21.2 Subscription term. Subscription Services run for the term stated in the Order. Unless the Order states otherwise, subscriptions auto-renew for successive terms equal to the initial term unless either party gives 30 days’ written notice before the end of the then-current term.

21.3 Termination for convenience. If permitted in an Order, either party may terminate that Order for convenience with the notice period stated in that Order. If not stated, either party may terminate Consulting/Managed Services Orders for convenience with 14 days’ written notice. Prepaid subscription fees are non-refundable unless required by law or expressly stated otherwise.

21.4 Termination for cause. Either party may terminate an Order immediately by notice if the other party:

(a) commits a material breach and fails to remedy within 7 days of notice; or

(b) becomes insolvent, enters administration/liquidation, or ceases business.

21.5 Effect of termination. On termination/expiry:

(a) you must pay all fees accrued and committed costs;

(b) your access to the Platform may cease (subject to any wind-down/export period);

(d) clauses intended to survive will survive (including confidentiality, IP, liability, indemnities, and governing law).

22. Publicity

Unless you notify us in writing otherwise, we may identify you as a client and use your name/logo in a list of customers (no confidential details). Any case study, testimonial, or deeper marketing use requires your prior written approval.

23. Force majeure

Neither party is liable for delay or failure to perform due to events beyond reasonable control (e.g., natural disasters, power/internet outages, government actions, strikes, third-party provider outages). The affected party must use reasonable efforts to mitigate.

24. General

24.1 Notices. Notices must be in writing and sent to the contact details in the Order (or otherwise notified).

24.2 Assignment. You may not assign without our prior written consent. We may assign to an affiliate or successor as part of a restructure, sale, or asset transfer.

24.3 Severability. Unenforceable provisions are read down or severed; the rest remains effective.

24.4 Waiver. A waiver must be in writing.

24.5 Governing law. These Terms are governed by the laws of Victoria, Australia, and parties submit to the non-exclusive jurisdiction of Victorian courts.

25. Contact

Bhalekar Consulting

(Bhalekar Pty Ltd ABN 22 642 063 385)

Address: Unit 207, 111 Overton Road, Williams Landing, VIC 3027, Australia

Email: sandeep@bhalekar.ai <- Create Same structure for this content also