Terms of Service

These Terms of Service (“Terms”) govern (a) your access to and use of the website and related online presence (the “Site”) operated by CrazyLing AI Agency Pty Ltd (ABN 23 689 463 456), trading as CrazyLing AI (“CrazyLing”, “we”, “our” or “us”); and (b) the provision of any AI consulting, design, development, implementation, integration or related services (the “Services”) we agree to provide to you (the “Client” or “you”). By using the Site or engaging us for Services, you agree to be bound by these Terms.

1. Definitions

• SOW means a written statement of work, proposal, order form or similar document signed or accepted in writing (including by email) by both parties, that describes the Services to be provided, fees, timeline and other engagement-specific terms.
• Deliverables means the materials, code, models, documentation or other outputs that CrazyLing agrees to deliver to the Client under an SOW.
• Client Materials means data, content, software, credentials, brand assets and other materials provided by the Client to CrazyLing for use in connection with the Services.
• Pre-Existing IP means intellectual property owned or licensed by CrazyLing that exists before the Services or that is developed by CrazyLing independently of any SOW, including methodologies, frameworks, libraries, prompt patterns, tools and generic know-how.
• Custom Deliverables means the parts of the Deliverables that are specifically created for the Client under an SOW, excluding any Pre-Existing IP, Third-Party Materials or generic components incorporated within them.
• Third-Party Materials means software, models, APIs or services owned by third parties (including foundation models, cloud platforms and open-source components).
• Fees means the amounts payable for the Services as set out in the applicable SOW.

2. About the Site

The Site is an informational and marketing presence describing CrazyLing’s Services. Use of the Site alone does not create a consulting, advisory or commercial relationship between you and CrazyLing — any engagement is governed by an SOW together with these Terms.

3. How engagements work

We provide Services under one or more SOWs. These Terms apply to every SOW. If there is a conflict, the order of precedence is: (a) the SOW, but only to the extent it expressly modifies these Terms with reference to the specific clause being changed; (b) these Terms; (c) any other notices published on the Site.

An SOW is effective when signed or accepted in writing by both parties (acceptance by email reply confirming the SOW is sufficient). We are not obliged to start work, reserve resources or commit to a timeline before an SOW is in place and the deposit (if any) has been paid in cleared funds.

4. Eligibility

You may only use the Site or engage us for Services if you are at least 16 years old and capable of forming a binding contract. If you act on behalf of an organisation, you represent that you have authority to bind that organisation to these Terms and to each SOW.

5. Fees, expenses and payment

Unless an SOW says otherwise:

• Deposit and balance. A non-refundable deposit, in an amount determined by CrazyLing and set out in the SOW, is payable upon signing of the SOW, and the balance is payable on delivery of the Deliverables. For longer engagements, additional progress payments may be set out in the SOW.
• Invoicing. We invoice in United States Dollars (USD). Invoices are payable within 14 days of the invoice date by electronic funds transfer to the account specified on the invoice.
• GST. All Fees are exclusive of GST and other applicable taxes. We will add GST where applicable and provide a tax invoice.
• Expenses. Reasonable pre-approved out-of-pocket expenses (travel, third-party software licences, cloud usage, third-party API usage and similar) are payable by the Client in addition to the Fees.
• Late payment. Overdue amounts accrue interest at the Reserve Bank of Australia cash rate plus 3% per annum, calculated daily until paid. We may suspend Services and withhold delivery of Deliverables while amounts are overdue, and may recover reasonable costs of collection.
• Disputed invoices. You must notify us in writing of any disputed amount within 14 days of the invoice date; otherwise the invoice is deemed accepted. Undisputed amounts on a disputed invoice remain payable on time.

6. Client responsibilities and assumptions

You acknowledge that delivery of the Services depends on your timely and substantive cooperation. You will:

• provide accurate and complete Client Materials, including any data, credentials, sample inputs and feedback we reasonably need;
• nominate a primary point of contact with authority to make decisions and approve work;
• obtain all necessary internal approvals, third-party consents and licences (including for any data we are asked to process) and maintain them for the duration of the Services;
• respond to our requests for information, approvals and feedback within reasonable timeframes; and
• comply with all laws applicable to your use of the Services and the Deliverables.

Delays, additional work or out-of-scope requests caused by your acts or omissions, or by inaccurate Client Materials or changing requirements, may result in changes to the timeline and additional Fees, which we will document by a written change request.

7. AI services and outputs

Our Services involve the design, integration and tuning of AI systems, including systems built on top of Third-Party Materials such as foundation models and APIs. You acknowledge and agree that:

• AI systems are inherently probabilistic. Outputs may be inaccurate, incomplete, biased or otherwise unsuitable for a particular purpose, and the same input may produce different outputs over time.
• You are responsible for evaluating AI outputs before relying on them, and for putting in place appropriate human review, controls and risk mitigations for any use case that has legal, financial, safety or reputational consequences.
• We do not warrant that AI outputs will be accurate, fit for a particular purpose, free of bias, free of hallucinations, or non-infringing.
• You warrant that any data, content or other materials you supply for training, fine-tuning, prompting, retrieval or evaluation: (i) is yours to share with us; (ii) does not infringe any third-party right, including intellectual property and privacy rights; and (iii) does not contain personal information that we do not have a lawful basis to handle.
• Your use of Third-Party Materials is subject to the relevant third party’s own terms (including foundation-model provider terms), and we are not responsible for changes to, or discontinuation of, those Third-Party Materials.

8. Deliverables and acceptance

Unless the SOW provides a different acceptance process, the Client may review each Deliverable for material non-conformance with the SOW and notify us in writing within 7 days of delivery. If we receive no written notice of non-conformance within that period, the Deliverable is deemed accepted.

Where the Client notifies us of a material non-conformance within the review period, we will use reasonable efforts to correct the non-conformance and re-deliver. Trivial issues, change requests and new requirements are not non-conformances and may attract additional Fees.

9. Intellectual property

9.1 The Site

All content on the Site — including text, graphics, logos, images, layout, code and trade marks — is owned by CrazyLing or its licensors. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and view the Site for personal or internal business evaluation purposes. You must not reproduce, modify, distribute, sell, license, publish or create derivative works from any part of the Site without our prior written consent, except as permitted by law.

9.2 Pre-Existing IP

Each party retains ownership of its Pre-Existing IP. Nothing in these Terms or any SOW transfers Pre-Existing IP from one party to the other. We may use, modify and reuse our Pre-Existing IP across engagements and clients.

9.3 Custom Deliverables

On the Client paying the Fees in full for the relevant SOW, CrazyLing assigns to the Client all right, title and interest in the Custom Deliverables, excluding any Pre-Existing IP and Third-Party Materials embedded in them.

9.4 Licence to embedded Pre-Existing IP

Upon full payment under the relevant SOW, CrazyLing grants the Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sub-licensable (within the Client’s group and to its end users) licence to use, copy, modify and exploit our Pre-Existing IP solely as it is embedded in the Custom Deliverables.

9.5 Client Materials

The Client retains ownership of Client Materials. The Client grants CrazyLing a non-exclusive, royalty-free licence to use Client Materials solely to provide the Services and exercise its rights under these Terms.

9.6 Generic learnings

Nothing in these Terms restricts CrazyLing from using general knowledge, skills, methodologies, ideas and experience gained while providing the Services, provided that doing so does not breach the confidentiality obligations in clause 10 or transfer the Client’s Confidential Information or Custom Deliverables.

9.7 Open-source and Third-Party Materials

Where Deliverables incorporate open-source or other Third-Party Materials, those components remain governed by their own licences. Where reasonably practical, we will identify material Third-Party Materials and their licences in the relevant SOW or in delivery documentation.

10. Confidentiality

Each party may receive information from the other that is marked or could reasonably be regarded as confidential (“Confidential Information”). Each party will: (a) use the other party’s Confidential Information only to perform its obligations or exercise its rights under these Terms or an SOW; (b) protect it using the same standard of care it uses to protect its own confidential information, and no less than a reasonable standard; and (c) disclose it only to personnel and contractors who need to know and who are bound by equivalent confidentiality obligations.

Confidential Information does not include information that is public through no fault of the recipient, already known to the recipient without restriction, lawfully received from a third party without restriction, or independently developed without use of the disclosing party’s Confidential Information.

We may disclose that we have provided Services to the Client and use the Client’s name and logo on our website and marketing materials in a factual manner, unless the Client tells us otherwise in writing.

11. Privacy and personal information

Our handling of personal information collected through the Site is described in our Privacy Policy, which forms part of these Terms. Where we handle personal information on behalf of the Client as part of the Services, the parties will comply with applicable privacy laws and document any specific data-handling requirements in the SOW.

12. Subcontracting and personnel

We may use suitably qualified contractors and subcontractors to perform all or part of the Services. We remain responsible for their acts and omissions in providing the Services as if they were our own.

13. Acceptable use of the Site

When using the Site, you agree not to:

• submit false, misleading or unlawful information;
• impersonate any person or misrepresent your affiliation;
• interfere with or attempt to disrupt the Site, including by sending automated requests at a volume or rate that places undue load on it;
• attempt to gain unauthorised access to the Site, its servers, or any related systems or networks;
• use the Site to transmit malware, viruses or other harmful code;
• scrape, harvest, copy or otherwise extract content from the Site except as permitted by these Terms or applicable law;
• use the Site in a way that breaches any law, regulation or third-party right.

14. Warranties and disclaimers

14.1 Services warranty

We warrant that the Services will be performed with reasonable care and skill consistent with industry practice for AI consulting and development. As the Client’s exclusive remedy for breach of this warranty, we will re-perform the affected Services at no additional charge, provided the Client notifies us in writing of the breach within 30 days of the relevant Services being performed.

14.2 General disclaimer

Except as expressly stated in these Terms or an SOW, and to the maximum extent permitted by law, the Site, the Services and any Deliverables are provided on an “as is” and “as available” basis. We make no other warranties, express or implied, including any warranty of merchantability, fitness for a particular purpose, accuracy, completeness, uninterrupted operation or non-infringement.

14.3 Information on the Site

Information on the Site is provided for general informational purposes only and is not professional, legal, financial or technical advice. You should obtain qualified advice tailored to your circumstances before acting on anything you read on the Site.

15. Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any rights, guarantees, warranties or remedies that cannot be excluded under the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law) or other applicable law. Where our liability for breach of a non-excludable consumer guarantee can be limited, our liability is limited (at our option) to re-supplying the relevant Services or paying the cost of having them re-supplied.

16. Limitation of liability

To the maximum extent permitted by law and subject to clause 15 (Australian Consumer Law), in no event will CrazyLing or its officers, employees or contractors be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, data, goodwill or business opportunity, arising out of or in connection with the Site, the Services or these Terms, even if advised of the possibility of such damages.

Subject to clause 15, our total aggregate liability:

• arising out of or in connection with your access to or use of the Site (other than in connection with the Services or an SOW) is capped at USD $100; and
• arising out of or in connection with the Services or an SOW is capped at the total Fees paid by the Client to CrazyLing under that SOW in the 12 months immediately preceding the event giving rise to the liability.

Each party’s liability is reduced to the extent that the other party caused or contributed to the relevant loss or failed to take reasonable steps to mitigate it.

17. Indemnity

You agree to indemnify and hold harmless CrazyLing and its officers, employees and contractors from any claim, loss, damage, liability or expense (including reasonable legal fees) arising out of or in connection with: (a) your breach of these Terms or an SOW; (b) your misuse of the Site, the Services or the Deliverables; (c) any Client Materials or instructions provided by you, including any allegation that they infringe a third party’s rights or breach privacy or data-protection law; or (d) your violation of any law or third-party right.

18. Force majeure

Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay money already due) caused by events beyond its reasonable control, including natural disasters, cyber attacks, internet or cloud-provider outages, foundation-model provider outages or material changes, government action, pandemics and industrial action. The affected party will notify the other and use reasonable efforts to resume performance as soon as practicable.

19. Suspension and termination

Termination for convenience. Either party may terminate an SOW for convenience by giving the other party at least 30 days’ written notice, unless the SOW says otherwise. On termination for convenience by the Client, the Client must pay for all Services performed up to the termination date plus any non-cancellable committed costs.

Termination for cause. Either party may terminate an SOW (and these Terms, in respect of that SOW) immediately by written notice if the other party: (a) materially breaches these Terms or the SOW and fails to remedy the breach within 14 days of written notice; (b) becomes insolvent or enters into any form of external administration or arrangement with creditors; or (c) materially breaches the confidentiality obligations in clause 10.

Suspension. We may suspend or restrict your access to the Site or the Services at any time without prior notice for suspected breach of these Terms, for non-payment, or for security, legal or operational reasons.

Effect of termination. On termination, each party will return or destroy the other party’s Confidential Information on request (subject to legal retention obligations). All accrued rights and remedies survive.

20. Survival

Sections that by their nature should survive termination — including clauses 1 (Definitions), 5 (Fees, expenses and payment) in respect of accrued amounts, 9 (Intellectual property), 10 (Confidentiality), 11 (Privacy), 14–17 and 20–23 — continue to apply after these Terms or any SOW end.

21. Notices

Notices under these Terms must be in writing and may be sent by email to the most recent email address used by the parties for business communications. Notices are deemed received on the next business day after sending.

22. Governing law and jurisdiction

These Terms and each SOW are governed by the laws of the State of Queensland, Australia. You and CrazyLing irrevocably submit to the exclusive jurisdiction of the courts of Queensland and the courts of appeal from them in respect of any dispute arising out of or in connection with the Site, the Services or these Terms.

23. General

These Terms, together with each SOW and the Privacy Policy and any other notices published on the Site, constitute the entire agreement between you and CrazyLing in respect of their subject matter and supersede any prior understanding or arrangement on that subject. Variations must be in writing and signed or otherwise accepted by both parties (an updated SOW or an exchange of emails is sufficient).

If any provision is held unenforceable, the remaining provisions will continue in full force. Our failure to enforce any right is not a waiver of that right. You may not assign or novate these Terms or any SOW without our prior written consent; we may assign or novate in connection with a sale, merger or restructure of our business. The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

24. Changes to these Terms

We may update these Terms from time to time. The “Last updated” date at the top of this page shows when they were most recently revised. Changes apply to your use of the Site from the date of publication. For existing SOWs, the version of these Terms in force at the date the SOW was signed continues to apply unless the parties agree otherwise in writing.

25. Contact us

For questions about these Terms or an SOW, please contact: