Ingenex Pty Ltd · ACN 689 551 924 · ABN 65 689 551 924
Version 2.1 · Effective 15 October 2026 · Supersedes all prior versions
1.1 In these Terms: “Ingenex”, “we” or “us” means Ingenex Pty Ltd (ABN 65 689 551 924); “Client” or “you” means the person or entity engaging Ingenex; “Services” means the services described in clause 3; “Session” means a scheduled working session; “Delivered Work” means work performed by Ingenex and supplied as an output under clause 4; “Scope Document” means the written scope and fee quotation issued under clause 4.3; “Client Materials” means data, documents, systems and information made available by the Client; “Work Product” means the outputs created for the Client under clause 6.1; “Ingenex Materials” means the assets described in clause 6.3; “ACL” means the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)); and “Confidential Information” has the meaning given in clause 7.1.
1.2 Headings are for convenience only and do not affect interpretation. The singular includes the plural. A reference to legislation includes that legislation as amended or replaced.
1.3 Ingenex is a sole practitioner practice. All Services are performed personally by Chean Loke unless the Client agrees otherwise in writing.
2.1 These Terms apply to all Services and form a binding agreement between Ingenex and the Client.
2.2 The Client is taken to have accepted these Terms on the earlier of: booking a Session; accepting a Scope Document; or paying an invoice issued by Ingenex.
2.3 Where a Scope Document is issued, it forms part of this agreement. If a Scope Document conflicts with these Terms, the Scope Document prevails to the extent of the inconsistency.
2.4 Ingenex does not accept the Client’s standard purchase order terms, supplier terms or procurement conditions unless expressly agreed in writing signed by Ingenex.
3.1 Ingenex provides advisory and enablement services relating to the practical application of artificial intelligence tools to the Client’s own business processes, comprising:
3.2 All fees are stated in Australian dollars and are inclusive of GST. Ingenex is registered for GST and will issue a valid tax invoice for each supply.
3.3 Sessions are conducted on the Client’s systems, under the Client’s accounts, using tools licensed by the Client. Ingenex does not supply, resell or license third-party software and receives no commission, referral fee or other benefit from any software vendor.
3.4 Ingenex will perform the Services with due care and skill and in accordance with applicable professional standards.
4.1 Where the Client engages Ingenex to produce an output rather than to work alongside the Client, the engagement is priced by reference to the output and not by reference to time expended.
4.2 Delivered Work is ordinarily preceded by a discovery engagement, quoted and payable as a fixed fee, the deliverable of which is a written assessment of the problem, the work required, and a fixed-fee quotation for the build. The Client may elect not to proceed beyond the discovery engagement.
4.3 Before commencing Delivered Work, Ingenex will issue a Scope Document specifying the deliverables, assumptions, dependencies, timetable, fee and payment stages. Work will not commence until the Client has accepted the Scope Document in writing.
4.4 Any work requested outside an accepted Scope Document constitutes a variation and requires a further written quotation accepted by the Client before it is performed. Ingenex will not invoice the Client for work the Client has not agreed to in writing.
4.5 Where the feasibility of a proposed output depends on the nature, quality or completeness of Client Materials and cannot reasonably be determined in advance, Ingenex will disclose this and may require a separate, fixed-fee feasibility assessment before quoting the build. A finding that the proposed output is not feasible is a valid deliverable and the fee for that assessment remains payable.
5.1 The introductory call is provided at no charge.
5.2 Sessions are invoiced in arrears following delivery. Invoices are payable within 7 days of the invoice date. No amount is payable in advance for a Session.
5.3 Delivered Work is invoiced in accordance with the payment stages set out in the applicable Scope Document.
5.4 Payment may be made by the electronic payment facility referenced on the invoice (currently provided by Stripe Payments Australia Pty Ltd) or by electronic funds transfer. Ingenex does not apply a payment surcharge.
5.5 If an invoice remains unpaid after the due date, Ingenex may suspend further Services and may recover reasonable costs of recovery. Ingenex will provide written notice before exercising either right.
5.6 A Session may be rescheduled without charge on at least 24 hours’ notice. Where less notice is given, or where the Client does not attend, Ingenex may invoice the Session in full, as the reserved time cannot ordinarily be reallocated.
5.7 Where Ingenex reschedules a Session, an alternative time will be offered at the Client’s convenience at no charge.
6.1 On payment of the applicable fee, all intellectual property rights in the Work Product — including prompts, templates, spreadsheets, models, configurations and documented processes created for the Client — vest in the Client absolutely. No further licence, consent or payment is required for the Client to use, modify, reproduce or commercialise the Work Product.
6.2 The Client retains all right, title and interest in Client Materials. Nothing in this agreement transfers any interest in Client Materials to Ingenex.
6.3 Ingenex retains all right, title and interest in Ingenex Materials, being its methodologies, frameworks, session structures, checklists and any pre-existing materials brought to an engagement. Ingenex grants the Client a perpetual, non-exclusive, royalty-free licence to use Ingenex Materials to the extent they are embedded in the Work Product. This clause does not restrict the Client’s use of the Work Product in any way.
6.4 Ingenex may use the general skills, knowledge and experience acquired in the course of an engagement, provided no Confidential Information is disclosed.
7.1 Confidential Information means all non-public information disclosed by the Client to Ingenex, in any form, including Client Materials, commercial information, pricing, processes and personal information, whether or not marked as confidential.
7.2 Ingenex will keep Confidential Information confidential indefinitely, will use it solely to perform the Services, and will not disclose it to any third party except: with the Client’s prior written consent; to a professional adviser under an equivalent duty of confidence; or where compelled by law, in which case Ingenex will notify the Client in advance to the extent permitted.
7.3 Ingenex will not identify the Client as a client, quote the Client, or describe the engagement publicly or in marketing material without the Client’s prior written consent. Consent may be withdrawn at any time.
7.4 Clause 7 survives termination of this agreement.
8.1 The Client will provide timely access to relevant personnel, systems and Client Materials, and will ensure a person with operational knowledge of the subject matter participates in each Session.
8.2 The Client warrants that it is authorised to disclose all Client Materials made available to Ingenex, and that such disclosure does not breach any law, contract, confidentiality obligation or third-party right.
8.3 The Client is solely responsible for determining whether any Client Materials containing personal information, health information, or information confidential to a third party should be made available, and for obtaining any consent required to do so. Ingenex will comply with the Privacy Policy in respect of any such information.
8.4 The Client is responsible for its own licensing, security configuration and acceptable-use compliance in respect of any third-party AI or software tool used during an engagement.
9.1 Ingenex does not provide legal, accounting, taxation, audit, medical or financial product advice, and is not licensed to do so. Nothing arising from the Services constitutes such advice.
9.2 Artificial intelligence tools can produce output that is inaccurate, incomplete, outdated or fabricated. The Client acknowledges that all output produced during a Session or contained in Delivered Work requires independent verification by a competent person before it is relied upon, and that responsibility for such verification rests with the Client.
9.3 Ingenex gives no warranty as to the accuracy of third-party AI output, nor as to any particular commercial result, efficiency gain or cost saving. Estimates of benefit are indicative only and are not a representation, guarantee or contractual commitment.
9.4 The Client remains responsible for all decisions it makes concerning its own business.
10.1 Nothing in this agreement excludes, restricts or modifies any guarantee, right or remedy conferred by the ACL or any other law that cannot lawfully be excluded, restricted or modified.
10.2 Where the ACL applies and the Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, the liability of Ingenex for failure to comply with a consumer guarantee is limited, at the election of Ingenex, to supplying the Services again or paying the cost of having the Services supplied again.
11.1 Subject to clause 10, the total aggregate liability of Ingenex arising out of or in connection with this agreement, whether in contract, tort (including negligence), statute or otherwise, is limited to the fees actually paid by the Client for the Session or Delivered Work to which the liability relates.
11.2 Subject to clause 10, Ingenex is not liable for any indirect, special or consequential loss, or for loss of profit, revenue, anticipated savings, data, goodwill or business opportunity, however arising.
11.3 The liability of Ingenex is reduced proportionately to the extent that any loss is caused or contributed to by the Client, its personnel, its third-party suppliers, or a failure to verify output as required by clause 9.2.
12.1 The Client indemnifies Ingenex against any claim, loss, liability or cost arising from a breach of clause 8.2 or 8.3, or from the Client’s use of Work Product otherwise than in accordance with this agreement.
12.2 This indemnity does not apply to the extent the claim, loss, liability or cost is caused by the negligence or wilful misconduct of Ingenex.
13.1 This agreement continues until terminated. There is no retainer, minimum term, exclusivity or notice period.
13.2 Either party may terminate at any time by written notice. Termination does not affect accrued rights or obligations.
13.3 On termination, the Client must pay for Services performed up to the date of termination. Where the Client has paid a stage of Delivered Work that has not been performed, Ingenex will refund that amount within 14 days.
13.4 Clauses 6, 7, 9, 10, 11, 12 and 17 survive termination.
14.1 Neither party is liable for failure or delay in performance caused by an event beyond its reasonable control. The affected party will notify the other promptly and use reasonable endeavours to mitigate. If the event continues for more than 30 days, either party may terminate by written notice without liability.
15.1 A party must not commence proceedings in respect of a dispute (other than for urgent interlocutory relief) unless it has first given written notice of the dispute and the parties have attempted in good faith to resolve it within 21 days of that notice.
15.2 Nothing in this clause prevents a party from exercising a right of termination or recovering an undisputed debt.
16.1 Assignment. Neither party may assign or novate this agreement without the other’s prior written consent, not to be unreasonably withheld.
16.2 Subcontracting. Ingenex will not subcontract the performance of the Services without the Client’s prior written consent.
16.3 Notices. Notices must be in writing and sent to the email address last notified by the recipient, and are taken to be received on the next business day after sending unless a delivery failure is received. Notices to Ingenex must be sent to info@ingenex.net.au.
16.4 Variation. These Terms may be varied by Ingenex on 30 days’ written notice. A variation does not apply to an engagement already under way under an accepted Scope Document. Variations to a Scope Document require the written agreement of both parties.
16.5 Entire agreement. This agreement, together with any accepted Scope Document and the Privacy Policy, constitutes the entire agreement and supersedes all prior representations, understandings and arrangements.
16.6 Severance. If a provision is held invalid or unenforceable, it is severed to the extent necessary and the remaining provisions continue in force.
16.7 Waiver. A failure or delay in exercising a right does not operate as a waiver of that right.
16.8 Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.
17.1 This agreement is governed by the laws of the State of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria and of any court competent to hear appeals from them.
18.1 Ingenex Pty Ltd, Melbourne, Victoria. Enquiries and notices: info@ingenex.net.au. Ingenex responds within five business days.