These terms govern the work bynoon does for you. They apply alongside any written quote, proposal or scope we agree, and alongside our privacy policy. If a signed quote or proposal says something different to these terms, the quote wins for that engagement.
1. who we are
bynoon is operated by Joshua McCann, ABN 49 142 909 894, of New South Wales, Australia. "We", "us" and "our" mean that business. "You" means the person or business engaging us. Contact: josh@bynoon.ai.
2. what we do
We provide AI automation, workflow design and build, website and application development, social media management, and related consulting. The exact scope for your engagement is whatever is set out in the quote or proposal you accept. Anything not written in that scope is not included.
3. quotes and acceptance
Quotes are valid for 30 days unless stated otherwise. An engagement starts when you accept a quote in writing, which includes email or an electronic acceptance, and where a deposit is required, when that deposit is paid. Accepting a quote means you accept these terms.
4. fees, payment and GST
- All prices are in Australian dollars.
- Prices are stated exclusive of GST unless marked otherwise. Where GST applies it is added and shown on the tax invoice.
- Project work generally requires a deposit before work begins, with the balance payable on completion or at agreed milestones.
- Retainers and subscriptions are billed monthly in advance and continue until cancelled under clause 8.
- Invoices are payable within 7 days unless the quote says otherwise.
- Third party costs, such as software licences, hosting, phone numbers, message credits and API usage, are either billed to you at cost or paid directly by you. We will tell you before committing you to any ongoing third party cost.
payments
Payments are handled by third party payment providers. We do not see or store your full card details. By paying you also accept the payment provider's own terms. If a payment fails or is reversed, you remain responsible for the amount owed.
late payment
If an invoice is overdue we may pause work and suspend access to systems we host or run for you, after giving you notice and a reasonable chance to fix it. We may charge reasonable recovery costs. We will not hold your own data hostage: your data remains available to you under clause 9 regardless of any dispute about fees.
5. what we need from you
An engagement only works if you hold up your end. You agree to:
- give us accurate information, and the access we need to the systems in scope
- provide approvals, content and feedback within a reasonable time
- hold the licences and accounts required for the tools your build depends on
- make sure you are entitled to give us access to any data we will handle, including your customers' personal information
- keep your own backups of anything critical
If a delay is caused by waiting on you, timelines move accordingly and we are not responsible for the consequences of that delay.
6. AI and automation, said plainly
Our work involves artificial intelligence, third party platforms and APIs. You should understand the following before engaging us.
- AI systems are probabilistic. They can produce output that is wrong, incomplete or unexpected, and no one can guarantee otherwise.
- We build review steps, guardrails and fallbacks into the systems we deliver, and we test them, but you remain responsible for supervising automated systems operating in your business.
- Where an automated system communicates with your customers, you are responsible for the content it sends on your behalf, and for your own obligations under the Privacy Act, the Spam Act and the Australian Consumer Law.
- We depend on third party services. If one changes its API, raises its prices, restricts access or shuts down, that can affect a system we built. We will tell you and quote any rework required.
- You must not use anything we build to break the law, to send unsolicited marketing to people who have not consented, or to mislead people about whether they are dealing with a machine.
7. intellectual property
- Once you have paid in full, you own the custom deliverables built specifically for you: your website, your workflows, your automations and your content.
- We keep ownership of our pre-existing materials, our general know how, our internal tooling, and any reusable components, templates or frameworks we bring to the job. You get a perpetual, non exclusive licence to use those as part of your deliverable.
- Third party software stays owned by whoever owns it and is licensed to you on their terms.
- You keep ownership of everything you give us.
- We may describe the work at a general level in our portfolio and marketing. We will not publish your confidential information or your customer data, and if you would rather we did not name you at all, tell us and we will not.
8. cancellation and refunds
Retainers and subscriptions: either of us can cancel with 30 days written notice. You are billed for the notice period. We do not refund the current month once it has started, because the work is already underway.
Project work: if you cancel partway through, you pay for the work completed up to that point. Deposits cover work already scheduled and are generally not refundable, but if we have not started, tell us and we will be fair about it.
If we cancel: if we cannot deliver, we will tell you promptly and refund anything you have paid for work not performed.
None of the above limits your rights under the Australian Consumer Law. See clause 10.
9. your data
Your data is yours. During an engagement and for 30 days after it ends, you can ask for an export of the data held in systems we run for you, and we will provide it in a common format at no charge. After that period we may delete it. We handle personal information as described in our privacy policy.
10. Australian Consumer Law
Nothing in these terms excludes, restricts or modifies any guarantee, right or remedy you have under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, where those rights cannot lawfully be excluded.
Where our services come with guarantees that cannot be excluded under the Australian Consumer Law, and where we are entitled to do so, our liability for failing to meet such a guarantee is limited, at our option, to supplying the services again or paying the cost of having them supplied again.
11. liability
Subject to clause 10, and to the extent permitted by law:
- we are not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of opportunity, loss of goodwill or loss of data
- our total liability arising out of an engagement is limited to the total fees you paid us for that engagement in the 12 months before the claim
- we are not liable for failures caused by third party services, by your own systems, by information you gave us that was wrong, or by anything outside our reasonable control
You agree to indemnify us against claims arising from your use of the deliverables in breach of these terms or in breach of the law.
12. confidentiality
Each of us will keep the other's confidential information confidential, use it only for the engagement, and protect it with reasonable care. This survives the end of the engagement. It does not apply to information that is public, already known, independently developed, or required to be disclosed by law.
13. no guaranteed results
We are good at this and we work hard, but we do not guarantee specific business outcomes such as a number of leads, a conversion rate, a search ranking, revenue or hours saved. Any figures we discuss are estimates based on experience, not promises. Results depend on your market, your offer, your pricing and how you follow up.
14. suspension and termination
We may suspend or end an engagement if you materially breach these terms and do not fix it within 14 days of written notice, if payment is significantly overdue, or if you ask us to do something unlawful. On termination you pay for work done up to that date and we hand over your data under clause 9.
15. website use
The content on bynoon.ai is provided for general information and is not advice for your specific situation. We try to keep it accurate but do not warrant it is complete or current. You must not misuse this site, attempt to gain unauthorised access, or scrape it for a competing service.
16. disputes
If something goes wrong, tell us first at josh@bynoon.ai. We will genuinely try to sort it out directly, and most things are sorted with a phone call. If we cannot resolve it within 30 days, either of us may refer it to mediation before starting proceedings. This does not stop either of us seeking urgent relief from a court.
17. general
- These terms are governed by the laws of New South Wales, Australia, and both of us submit to the courts of that state.
- We may update these terms. The version on this page at the time you accept a quote is the version that applies to that engagement.
- If any part of these terms is unenforceable, the rest still applies.
- We are an independent contractor, not your employee, partner or agent.
- Neither of us is liable for failures caused by events outside our reasonable control.
contact
bynoon
Joshua McCann, ABN 49 142 909 894
New South Wales, Australia
josh@bynoon.ai