1. Definitions

• Services: Encompasses all professional services provided by NextLayer, including but not limited to fixed-price business assessment packages, AI integration solutions, machine learning model development, data analytics, business process optimization, and any bespoke consulting services as agreed in writing.
• Fixed-Price Packages: Pre-defined service packages offered at a set price, primarily for comprehensive business assessments to evaluate operational efficiency and identify AI-driven opportunities, often serving as a foundation for additional services.
• Bespoke Services: Customized AI integration, optimization, or consulting services provided beyond the scope of fixed-price packages, subject to separate agreements.
• Client: Any individual, business, corporation, or entity engaging NextLayer’s Services, whether based in Australia or internationally.
• Confidential Information: Any non-public information disclosed by one party to the other, including but not limited to business plans, financial data, customer information, proprietary methodologies, software code, or trade secrets, excluding information that is publicly available (without breach of these Terms), independently developed, or lawfully obtained from a third party.
• Intellectual Property: Includes all patents, trademarks, copyrights, trade secrets, software, algorithms, methodologies, frameworks, reports, AI models, and other materials developed, used, or provided by NextLayer in connection with the Services.
• Deliverables: Tangible outputs provided to the Client as part of the Services, such as assessment reports, AI models, or optimization plans, as specified in the service agreement.
• AI Outputs: Data, content, or results generated by AI systems or models developed or used by NextLayer, including but not limited to predictive analytics, recommendations, or automated reports.

2. Scope of Services

2.1 Service Overview

NextLayer provides expert AI consultancy services, including:

• Fixed-Price Business Assessments: Comprehensive evaluations of Client operations, processes, and data infrastructure to identify opportunities for AI-driven optimization and efficiency gains. These packages include detailed reports and strategic recommendations.
• AI Integration Services: Design, development, and implementation of AI solutions, such as machine learning models, automation tools, and data analytics platforms, tailored to Client needs.
• Business Optimization: Process re-engineering, workflow automation, and performance enhancement strategies leveraging AI and data-driven insights.
• Bespoke Consulting: Customized solutions, including advanced AI model training, system integration, and ongoing support, as agreed in writing.

2.2 Service Delivery

Services may be delivered remotely (via secure digital platforms), on-site at the Client’s premises, or through a hybrid approach, as specified in the service agreement or package description. Fixed-price packages are scoped to deliver specific deliverables within a defined timeframe, as outlined on the Website or in a written proposal. Bespoke services are subject to detailed project plans, timelines, and milestones agreed with the Client.

2.3 Upsell Opportunities

Business assessments often identify opportunities for enhanced AI integration or optimization. NextLayer may propose additional bespoke services to address these opportunities, subject to a separate agreement and fees. Proposals for additional services will include detailed scopes, timelines, and cost estimates, ensuring transparency and alignment with Client objectives.

2.4 Service Limitations

NextLayer does not guarantee specific business outcomes, such as revenue increases, cost savings, or performance improvements, as results depend on Client cooperation, data quality, system compatibility, and external market factors. AI systems, including machine learning models, may produce variable or probabilistic outputs, including potential inaccuracies or “hallucinations” (erroneous AI-generated content). NextLayer employs industry-standard practices to minimize such risks but cannot warrant the absolute accuracy or reliability of AI Outputs. Services are provided as professional advisory and technical support. Clients are responsible for validating and implementing recommendations or AI Outputs in their operations.

2.5 Third-Party Dependencies

Some Services may rely on third-party platforms, tools, or data providers (e.g., cloud computing services, APIs). NextLayer will disclose any such dependencies and ensure their use complies with applicable laws and licensing terms. Clients are responsible for any third-party costs or licenses required for their systems or data, unless otherwise agreed.

3. Engagement and Payment Terms

3.1 Order Process

Clients may engage Services by purchasing fixed-price packages via the Website, submitting a request through email, or entering into a written agreement for bespoke services. A binding agreement is formed upon NextLayer’s written confirmation (e.g., via email, contract, or invoice) and receipt of payment or an agreed deposit. All engagements are subject to these Terms, supplemented by any specific terms in a written service agreement.

3.2 Pricing

Fixed-price packages are priced as listed on the Website or in a written quote, in Australian Dollars (AUD), inclusive of Goods and Services Tax (GST) unless stated otherwise. Bespoke services are priced based on project scope, complexity, and resource requirements, as detailed in a written proposal. NextLayer reserves the right to adjust pricing for additional work requested outside the agreed scope, subject to Client approval.

3.3 Payment Terms

• Fixed-Price Packages: Full payment is required upfront prior to commencement of work, unless otherwise agreed in writing.
• Bespoke Services: A deposit (typically 50%) is required upon agreement, with the balance payable upon completion or as per an agreed milestone-based schedule.
• Payments are accepted via PayPal, bank transfer, credit card, secure online portal.
• Invoices are due within 7 days of issuance unless otherwise specified. Late payments incur interest at 2.5% per month, calculated daily, until paid in full.
• NextLayer may suspend Services for overdue payments until accounts are settled.

3.4 Quotes and Estimates

Quotes for bespoke services are valid for 30 days unless otherwise stated. Estimates provided for complex projects are indicative and subject to refinement based on detailed scoping or unforeseen technical challenges.

3.5 Australian Consumer Law

Nothing in these Terms excludes or limits Client rights under the Australian Consumer Law. If Services fail to meet consumer guarantees (e.g., due care and skill, fitness for purpose), Clients may be entitled to remedies such as repair or replacement of Services, as determined by law. Contact NextLayer at sales@nextlayer.com.au to discuss any concerns regarding Service delivery.

4. Client Obligations

4.1 Provision of Information

Clients must provide accurate, complete, and timely information, including business data, operational insights, system access, and personnel support, as required for NextLayer to perform the Services effectively. Failure to provide necessary information may delay or impair Service delivery, and NextLayer is not liable for resulting delays or suboptimal outcomes.

4.2 Cooperation and Access

Clients must cooperate fully with NextLayer, including responding promptly to requests, providing feedback, and facilitating access to relevant systems, premises, or stakeholders. For on-site Services, Clients must provide a safe and suitable working environment compliant with South Australian workplace health and safety laws.

4.3 Compliance with Laws

Clients are responsible for ensuring their use of NextLayer’s Services, including AI Outputs, complies with all applicable laws, including but not limited to privacy, data protection, employment, and industry-specific regulations. Clients warrant that any data or materials provided to NextLayer do not infringe third-party rights or violate legal obligations.

4.4 Risk Acknowledgment

Clients acknowledge that AI technologies involve inherent risks, including variable outputs, potential inaccuracies, or reliance on training data quality. NextLayer mitigates these risks through professional standards but cannot eliminate them entirely. Clients assume responsibility for validating and applying AI Outputs or recommendations in their business operations.

4.5 Implementation

Unless otherwise agreed, Clients are responsible for implementing NextLayer’s recommendations, AI solutions, or Deliverables within their systems or operations. NextLayer may offer implementation support as a bespoke service, subject to additional fees.

5. Intellectual Property

5.1 NextLayer Ownership

NextLayer retains all Intellectual Property rights in its proprietary methodologies, software, algorithms, frameworks, templates, AI models, and other materials used or developed in providing the Services, unless expressly transferred in writing. Pre-existing Intellectual Property owned by NextLayer remains its sole property.

5.2 Client License

Upon full payment, NextLayer grants the Client a perpetual, non-exclusive, non-transferable, royalty-free license to use Deliverables (e.g., reports, AI models, optimization plans) solely for the Client’s internal business purposes, as specified in the service agreement. The license does not permit the Client to sublicense, modify, reverse-engineer, or distribute Deliverables without NextLayer’s prior written consent.

5.3 Client Materials

Clients grant NextLayer a non-exclusive, worldwide, royalty-free license to use, store, and process Client-provided materials (e.g., data, logos, business information) solely for the purpose of providing the Services. Clients warrant that their materials do not infringe third-party rights or violate applicable laws.

5.4 AI Outputs

Ownership of AI Outputs is uncertain under Australian law due to the novel nature of AI-generated content. NextLayer does not claim ownership of AI Outputs but cannot guarantee the Client’s exclusive ownership due to potential third-party claims, legislative gaps, or data source rights. Clients may use AI Outputs for their internal business purposes under the license in Section 5.2, subject to validating their legality and accuracy.

5.5 Third-Party IP

NextLayer will not knowingly use third-party materials that infringe Intellectual Property rights. If third-party tools or data are required, NextLayer will disclose their use and ensure compliance with licensing terms. Clients are responsible for any third-party claims arising from their provided materials.

5.6 Improvements

Any enhancements, modifications, or derivative works based on NextLayer’s Intellectual Property, even if developed during the Services, remain the property of NextLayer unless otherwise agreed.

6. Confidentiality

6.1 Mutual Obligations

Both parties agree to maintain the confidentiality of Confidential Information and not disclose it to third parties without prior written consent, except as required by law or to professional advisors under confidentiality obligations. Confidential Information will be used solely for the purpose of performing or receiving the Services.

6.2 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available without breach of these Terms;
• Was lawfully known to the receiving party prior to disclosure;
• Is independently developed without reference to the other party’s Confidential Information; or
• Is received from a third party without confidentiality restrictions.

6.3 Security Measures

NextLayer implements industry-standard physical, technical, and administrative safeguards to protect Confidential Information, including encryption and access controls. Clients must implement similar safeguards for any Confidential Information shared by NextLayer.

6.4 Duration

Confidentiality obligations survive for 7 years after the termination of the Services or any agreement, unless a longer period is required by law.

6.5 Legal Disclosure

If required to disclose Confidential Information by law, the receiving party will notify the disclosing party promptly (unless prohibited) and cooperate to limit the scope of disclosure.

7. Privacy and Data Protection

7.1 Compliance

NextLayer complies with the Privacy Act 1988 (Cth), Australian Privacy Principles (APPs), and, where applicable, international data protection laws (e.g., GDPR for EU clients).

7.2 Client Data

Clients warrant that any personal data provided to NextLayer complies with applicable privacy laws and that they have obtained all necessary consents or legal bases for its collection, use, and disclosure. Clients must notify NextLayer of any specific data protection requirements (e.g., sensitive health data, cross-border transfers).

7.3 Data Processing

NextLayer processes Client data solely to provide the Services, including for AI model training, analytics, or optimization, as agreed. If third-party platforms (e.g., cloud providers) are used for data processing, NextLayer will ensure they meet Australian privacy standards and disclose their use to the Client.

7.4 Data Security

NextLayer implements robust security measures, including encryption, access controls, and regular audits, to protect Client data. NextLayer is not liable for data breaches caused by Client negligence, unauthorized access to Client systems, or third-party actions beyond NextLayer’s reasonable control.

7.5 Data Retention and Deletion

Client data is retained only for as long as necessary to provide the Services or meet legal obligations, as outlined in our Privacy Policy. Upon termination, NextLayer will delete or return Client data, subject to any legal retention requirements, unless otherwise agreed.

7.6 International Clients

For Clients outside Australia, NextLayer will comply with Australian data export rules and, where applicable, the Client’s local data protection laws, provided these are communicated in advance. Additional costs for international compliance (e.g., GDPR-specific measures) may be charged to the Client.

8. Liability and Disclaimers

8.1 Limitation of Liability

To the maximum extent permitted by law, NextLayer’s total liability for any claim arising from the Services, Website, or these Terms (whether in contract, tort, or otherwise) is limited to the amount paid by the Client for the relevant Service. NextLayer is not liable for indirect, consequential, special, or incidental losses, including but not limited to lost profits, business interruption, reputational harm, or data loss, even if advised of their possibility.

8.2 Disclaimers

Services and Deliverables are provided “as is” with no warranties or representations beyond those required by Australian Consumer Law. NextLayer does not provide legal, financial, or regulatory advice. Clients must seek independent professional advice for compliance, intellectual property, or business decisions. AI Outputs are tools for efficiency and decision-making support. NextLayer does not warrant their accuracy, completeness, or suitability for specific purposes, and Clients use them at their own risk. The Website is provided for informational and transactional purposes. NextLayer does not guarantee its uninterrupted availability or freedom from errors.

8.3 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies Client rights under the Australian Consumer Law, including guarantees of due care and skill, fitness for purpose, and timely delivery. If Services fail to meet these guarantees, Clients may be entitled to remedies such as repair or replacement, as determined by law. Contact NextLayer at [insert contact details] to discuss.

8.4 Indemnity

Clients agree to indemnify and hold NextLayer harmless from any claims, losses, or liabilities arising from:

• The Client’s misuse of Services, Deliverables, or AI Outputs;
• Inaccurate or unlawful Client-provided data or materials; or
• The Client’s failure to comply with applicable laws or these Terms.

NextLayer will indemnify Clients for claims arising from NextLayer’s willful misconduct or infringement of third-party Intellectual Property, subject to the liability cap in Section 8.1.

9. Termination

9.1 Termination by NextLayer

NextLayer may terminate any Service or agreement immediately by written notice if:

• The Client materially breaches these Terms and fails to remedy the breach within 14 days of notice;
• The Client becomes insolvent, enters administration, or ceases to operate as a going concern;
• Continued performance becomes unlawful, impractical, or commercially infeasible due to changes in law, technology, or other external factors; or
• The Client engages in conduct that harms NextLayer’s reputation or business interests.

NextLayer may also suspend Services pending resolution of any breach or dispute.

9.2 Effect of Termination

Upon termination, Clients must pay for all Services rendered and expenses incurred up to the termination date, as invoiced by NextLayer. All licenses granted to the Client (e.g., for Deliverables) remain in effect, subject to full payment and compliance with these Terms. Confidentiality, Intellectual Property, privacy, and liability