General Terms & Conditions

Issued by Sudo Online Pty Ltd (ABN 22 167 452 806), trading as Hypergen

These Terms of Service ("Terms") apply to every consulting or managed‑services engagement provided under the Hypergen brand and must be read together with the applicable Statement of Work ("SOW") or Support Schedule. By commissioning Services, the Client acknowledges and agrees to these Terms.

1. Entire Agreement & Hierarchy

These Terms and any SOW or Support Schedule together constitute the entire agreement between the parties and supersede all prior discussions or representations. If there is any inconsistency, the SOW prevails to the extent of the inconsistency unless expressly stated otherwise.

2. Fees, Invoicing & Suspension

  • Payment: Invoices are payable on or before the due date noted and are exclusive of GST unless indicated. Hypergen may charge interest on overdue amounts at the RBA Cash Rate + 6 % p.a.

  • Suspension: Hypergen may suspend Services on 5 days’ written notice if any invoice remains unpaid 14 days past the due date.

3. Change Control

Changes to scope must be documented in a written Change Order signed by both parties. Work on a Change Order will not commence until fees and timeline adjustments are agreed.

4. Non‑Solicitation

Neither party may solicit or engage an employee or contractor of the other involved in the Services for 12 months after the last SOW without written consent and payment of a placement fee equal to 30 % of the total annual remuneration offered.

5. Sub‑contracting

Hypergen may sub‑contract performance of the Services but remains responsible for its sub‑contractors and will ensure they are bound by confidentiality, IP and data‑protection obligations no less strict than these Terms.

6. Intellectual Property

All Intellectual Property, code, prototypes, documents and assets created by Hypergen ("Deliverables") remain Hypergen’s property. Hypergen grants the Client a perpetual, revocable, worldwide, non‑exclusive, non‑transferable licence to use Deliverables for the Client’s internal business purposes only. Pre‑existing IP and reusable components remain Hypergen’s sole property. Moral‑rights consents will be procured where required.

7. Confidentiality

Each party must keep confidential all proprietary or sensitive information disclosed by the other and use it only for the purposes of the engagement.

8. Insurance

Hypergen maintains:

  • Professional Indemnity: AUD 5 million per claim; and

  • Public & Products Liability: AUD 20 million per occurrence.

The Client must maintain appropriate insurance for its own risks (including, at a minimum, PI and PL cover of not less than the amounts above) and provide certificates of currency upon request.

9. Liability & Indemnities

  • Cap: Hypergen’s aggregate liability arising out of or in connection with the Services, whether in contract, tort or otherwise, is limited to the total fees paid under the relevant SOW.

  • Exclusions: Hypergen is not liable for indirect, incidental, special or consequential loss, including loss of data, profit, revenue, goodwill or anticipated savings.

  • Client indemnity: The Client indemnifies Hypergen against claims arising from Client‑supplied data, instructions or environments.

10. Warranties & Acceptance

  • Best‑efforts: Services are provided on a best‑efforts basis; Deliverables are not warranted error‑free or production‑ready unless expressly stated.

  • Client Testing & Defects: Deliverables are deemed accepted 10 business days after delivery unless the Client notifies Hypergen in writing of material non‑conformities ("Defects"). Work to remedy Defects is charged at the agreed hourly rates and counts toward the available scope/hours, which may reduce the volume of other Deliverables.

  • Defect Resolution: Hypergen offers no warranty for Defect remediation. Issues identified during Client testing may be addressed using any prepaid hours under the relevant SOW or Support Schedule, or on a time‑and‑materials basis at prevailing rates. Any effort spent on Defect resolution may reduce the volume of other Deliverables within scope. If no prepaid hours or warranty apply, remediation will be performed on a time‑and‑materials basis at the prevailing rates and may reduce the volume of other Deliverables within scope.11. Service Levels & Support

No service levels (SLAs), response guarantees or availability commitments apply unless expressly set out in a Support Schedule. Paid Support or Hypercare can be quoted separately; in the absence of such an agreement, Hypergen has no ongoing support obligation.

12. Data Responsibility & Residency

The Client is responsible for implementing and maintaining suitable backups for all environments. Data processed by Hypergen may transit or reside outside Australia. Clients may request clarification of anticipated data flows during design and must specify any residency or localisation requirements before project kickoff to avoid additional cost.

13. Security & Compliance

Unless explicitly included in the scope, Hypergen does not guarantee the security, resiliency or compliance of Client environments or work we are engaged on. Hypergen can recommend third‑party specialists on request.

14. AI‑Specific Considerations

  • Model & Data Drift: AI models can degrade or improve over time due to data drift, model drift and vendor changes. Consequently, performance of AI‑enabled Deliverables may change after Hypergen’s involvement. The Client should budget for periodic tuning or retraining to keep solutions current.

  • Use of AI Tools: Hypergen uses commercially available AI tools to accelerate delivery and reduce cost. A list of such tools can be provided on request.

15. Force Majeure

Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, internet outages or government actions.

16. Termination & Transition Assistance

Either party may terminate an engagement on 14 days’ written notice or immediately for material breach not remedied within 14 days. Hours worked up to termination are billable and prepaid fees non‑refundable. Post‑termination transition assistance is available on a time‑and‑materials basis for up to 30 days.

17. Dispute Resolution

Disputes will be escalated to executive negotiation, then mediation through the Australian Disputes Centre. If unresolved, the courts of Victoria, Australia have exclusive jurisdiction.

18. Governing Law

These Terms are governed by the laws of Victoria, Australia.

19. GST & Taxes

Unless stated otherwise, all fees are exclusive of GST. The Client must pay GST at the prevailing rate.

20. Marketing Rights

Hypergen may list the Client’s name and logo as a customer reference unless the Client objects in writing.