These Terms and Conditions (Terms) govern the provision of consulting services by Ludora Pty Ltd (ABN 84 696 359 681) (Ludora, we, us, our) to you, the client (Client, you, your). By ticking the acceptance checkbox on our assessment form or signing a Statement of Work, you confirm that you have read, understood and agree to be bound by these Terms.
In these Terms, unless the context otherwise requires:
AI Audit means the Ludora AI Audit consulting service, consisting of a discovery call, a deep-dive call, a written audit report and a playback call, as described on our website.
Confidential Information means all information disclosed by one party to the other in connection with the Services that is not publicly available, including business operations, processes, systems, client lists, financial information, strategies, and any information marked or reasonably understood to be confidential.
Deliverables means any reports, documents, templates, recommendations or other materials provided by Ludora to the Client as part of the Services.
Fees means the fees for the Services as set out on our website, in the assessment form, or in the relevant Statement of Work.
Services means the AI Audit and/or any implementation, consulting, or advisory services provided by Ludora to the Client, as described in these Terms or in a Statement of Work.
Statement of Work (SOW) means a document signed by both parties that sets out the scope, deliverables, timeline, and fees for implementation or advisory work, and which incorporates these Terms by reference.
(a) Ludora will provide the Services with reasonable care and skill, in accordance with these Terms and any applicable Statement of Work.
(b) For the AI Audit, the service consists of the following stages:
(c) For implementation work, the scope, deliverables, timeline and fees will be defined in a Statement of Work agreed by both parties before work begins.
(d) Ludora may use AI-assisted tools and platforms in the delivery of its Services. All outputs are reviewed and validated by Ludora's consultants before being provided to the Client.
(e) Ludora may engage subcontractors to assist in the delivery of the Services. Ludora remains responsible for the work of its subcontractors and will ensure they are bound by confidentiality and data handling obligations no less stringent than those in these Terms.
(a) The Client will provide Ludora with accurate and complete information reasonably required for the delivery of the Services, including details of current business workflows, tools, and systems.
(b) The Client will make available relevant personnel to participate in calls and respond to reasonable requests for information in a timely manner.
(c) The Client acknowledges that the quality and usefulness of the Deliverables depends on the accuracy and completeness of the information provided by the Client. Ludora is not liable for any deficiency in the Services caused by incomplete or inaccurate information from the Client.
(a) The fee for the AI Audit is as published on our website or as communicated to the Client during the discovery call. All fees are quoted exclusive of GST unless otherwise stated.
(b) Ludora will issue a tax invoice to the Client following the completion of the playback call. Payment is due within 7 days of the invoice date.
(c) Fees for implementation work will be set out in the relevant Statement of Work. Unless otherwise specified in the SOW, a deposit of between 10% and 20% of the total project fee is payable before work commences, with the balance invoiced on completion.
(d) Payment of implementation invoices is due within 7 days of the invoice date unless otherwise specified in the SOW.
(e) All Fees are exclusive of GST. GST will be added in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(f) If the Client fails to pay any invoice by the due date, Ludora reserves the right to suspend the Services until payment is received in full.
(g) Ludora will provide the Client with a valid tax invoice that complies with GST Law requirements.
(a) Ludora does not offer refunds for completed Services.
(b) If the Client requests reasonable amendments to an AI Audit report, Ludora will make those amendments at no additional cost, provided the request is made within 14 days of the playback call and the amendments are within the original scope of the engagement.
(c) Amendments that fall outside the original scope may be quoted as additional work under a separate Statement of Work.
(a) If the Client wishes to cancel the AI Audit before the deep-dive call has taken place, no fees are payable.
(b) If the Client cancels after the deep-dive call has taken place but before the playback call, Ludora may invoice the Client for work completed to date.
(c) Either party may terminate a Statement of Work by giving the other party 7 days written notice.
(d) If the Client terminates a Statement of Work, the Client must pay for all work completed up to the date of termination, plus any committed third-party costs. Any deposit paid is non-refundable.
(e) If Ludora terminates a Statement of Work (other than for the Client's breach), Ludora will refund any fees paid for work not yet completed.
(f) Ludora may terminate these Terms or any SOW immediately by written notice if the Client:
(a) Each party retains ownership of its pre-existing intellectual property (Background IP).
(b) Ludora retains all intellectual property rights in the Deliverables, including the AI Audit report, frameworks, methodologies, templates, and any tools or materials created in the course of providing the Services (Ludora IP).
(c) Upon receipt of payment in full, Ludora grants the Client a non-exclusive, non-transferable, royalty-free licence to use the Deliverables for the Client's own internal business purposes only. This licence does not permit the Client to distribute, share, resell, reproduce, or make the Deliverables available to any third party without Ludora's prior written consent.
(d) The Client must not remove or alter any confidentiality or intellectual property notices on the Deliverables.
(e) The licence granted under clause 7(c) is conditional on payment in full. If any invoice remains unpaid beyond 30 days, Ludora may revoke the licence by written notice.
(a) Each party must keep the other party's Confidential Information confidential and must not disclose it to any third party without the prior written consent of the disclosing party, except:
(b) The obligations in this clause survive termination or expiry of these Terms.
(c) The Client acknowledges that Ludora may use de-identified, aggregated insights derived from the Services for the purpose of improving Ludora's methodologies and service offerings, provided that no Confidential Information of the Client is disclosed.
(a) Ludora will handle the Client's personal information in accordance with the Privacy Act 1988 (Cth) and Ludora's Privacy Policy, available at ludora.com.au/privacy.
(b) To the extent that Ludora accesses or processes personal information on behalf of the Client in the course of providing the Services, Ludora will only use that information for the purpose of delivering the Services and will take reasonable steps to protect it from unauthorised access, use, or disclosure.
(c) Ludora may use third-party platforms and AI tools in the delivery of the Services. Where personal information is processed by these tools, Ludora will take reasonable steps to ensure the third-party providers handle information in a manner consistent with the Australian Privacy Principles.
(a) To the maximum extent permitted by law, Ludora's total aggregate liability to the Client under or in connection with these Terms, whether arising in contract, tort (including negligence), statute, or otherwise, is limited to the total Fees actually paid by the Client to Ludora under the specific engagement (AI Audit or SOW) giving rise to the claim.
(b) To the maximum extent permitted by law, Ludora excludes all liability for any indirect, incidental, special, consequential, or punitive loss or damage, including but not limited to loss of profit, loss of revenue, loss of data, loss of business opportunity, business interruption, or damage to reputation, however caused and regardless of whether the loss was foreseeable.
(c) Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right or remedy conferred on the Client by 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.
(d) The Client acknowledges that the Services are advisory in nature and that any decisions made based on Ludora's recommendations are made at the Client's own risk. Ludora does not guarantee any particular business outcome or result from the implementation of its recommendations.
The Client agrees to indemnify and hold harmless Ludora, its directors, employees, contractors, and agents from and against any loss, damage, cost, or expense (including reasonable legal fees) arising from or in connection with:
Neither party will be liable for any delay or failure to perform its obligations under these Terms if the delay or failure results from circumstances beyond that party's reasonable control, including natural disasters, epidemics, government actions, power failures, internet disruptions, or industrial action. The affected party must promptly notify the other party in writing. If such circumstances continue for more than 60 days, either party may terminate the affected engagement by written notice.
(a) If a dispute arises under these Terms, the parties agree to first attempt to resolve it by good faith negotiation within 14 days of one party notifying the other of the dispute in writing.
(b) If the dispute is not resolved within 14 days, the parties agree to submit the dispute to mediation administered by an agreed mediator, or if the parties cannot agree, a mediator appointed by the Resolution Institute (or its successor body). The costs of the mediator will be shared equally.
(c) Neither party may commence court proceedings (other than urgent interlocutory relief) until the mediation process has been completed or 60 days have elapsed since the dispute notice, whichever is earlier.
(a) Governing law. These Terms are governed by the laws of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria.
(b) Entire agreement. These Terms, together with any applicable Statement of Work, constitute the entire agreement between the parties in relation to the Services and supersede all prior agreements, representations, and understandings.
(c) Amendments. These Terms may be updated by Ludora from time to time. Updated Terms will be published at ludora.com.au/terms. Continued engagement with Ludora's Services after updated Terms are published constitutes acceptance of the updated Terms. Material changes will be communicated to existing clients in writing.
(d) Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.
(e) Assignment. The Client may not assign or transfer its rights or obligations under these Terms without Ludora's prior written consent. Ludora may assign its rights and obligations to a successor entity or related body corporate.
(f) Waiver. A failure by either party to exercise or delay in exercising any right under these Terms does not constitute a waiver of that right.
(g) Notices. All notices under these Terms must be in writing and sent to:
(h) No Employment Relationship. Nothing in these Terms creates a relationship of employer and employee, partnership, joint venture, or agency between the parties.
(i) Survival. Clauses 7 (Intellectual Property), 8 (Confidentiality), 10 (Limitation of Liability), 11 (Indemnity), and 14 (General) survive termination or expiry of these Terms.