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TERMS & CONDITIONS
Favabean.ai Services
Last Updated: 5 July 2025
Effective: 5 July 2025
These Terms & Conditions ("Terms") govern all services provided by Lecter Labs Pty Ltd (ABN 92 687 728 794), trading as "Favabean.ai" ("we", "us", "our") to clients ("you", "your").
1. Agreement Scope & Service Types
1.1 Covered Services
These Terms apply to all:
SaaS platform services - Subscription access to the Favabean.ai automation platform
Professional services - Consulting, setup, configuration, training, and custom development
Support services - Technical support, account management, and ongoing assistance
Additional services - Any other services we may offer
1.2 Service Documentation
Specific project details (scope, timeline, fees, deliverables) are defined in individual:
Platform Subscription Agreements for SaaS services
Professional Services Agreements for consulting and custom work
Statements of Work (SOWs) for complex enterprise engagements
Order Forms for additional services or modules
1.3 Document Hierarchy
In case of conflict: (a) Individual service agreement or SOW, (b) these Terms & Conditions, (c) any purchase order.
2. Platform Access & Usage Rights
2.1 SaaS License Grant
Subject to payment and compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable license to access and use the Favabean.ai platform solely for your internal business operations.
2.2 Usage Restrictions
You must not:
Share credentials outside your authorized user count
Exceed usage limits specified in your service agreement without approval
Use for illegal activities including spam, fraud, or harassment
Reverse engineer or attempt to copy our platform or algorithms
Resell or sublicense platform access to third parties
Use automated tools to scrape data or overload our systems
2.3 Platform Updates & Changes
Regular updates: We continuously improve the platform with new features and security updates
Material changes: Significant functionality changes communicated 30 days in advance
Maintenance: Scheduled maintenance during off-peak hours with reasonable notice
Backwards compatibility: We strive to maintain compatibility but cannot guarantee it indefinitely
3. Investment & Payment Terms
3.1 Fees & Billing
Platform subscriptions: Billed monthly or annually in advance as specified in service agreement
Professional services: Billed according to milestone schedule or monthly as agreed
Setup fees: Due within 14 days of service agreement execution
Usage overages: Billed monthly in arrears based on actual usage above included limits
Currency: All fees in Australian dollars (AUD) unless otherwise specified in writing
3.2 Payment Processing
Payment period: 14 days from end of month of invoice date ("Net 14 EOM")
Methods accepted: Electronic bank transfer, credit card, or other approved methods
Automatic billing: Credit card payments may be processed automatically for subscriptions
Failed payments: You're responsible for ensuring payment methods remain current and valid
3.3 Late Payments & Collections
Late fees: 10% per annum interest on amounts overdue after 15 days past due date
Service suspension: We may suspend services for payments 30+ days overdue with 5 days written notice
Collection costs: You're liable for reasonable costs incurred collecting overdue amounts
Credit holds: New services may be withheld until overdue amounts are paid
3.4 Disputes & Adjustments
Dispute timeframe: Payment disputes must be raised within 10 days of invoice receipt
Partial payments: Undisputed amounts remain payable on original terms during dispute resolution
Good faith resolution: Both parties will work in good faith to resolve billing disputes promptly
Set-off restrictions: You may not withhold payment except as expressly permitted by law
3.5 Taxes & Additional Costs
GST: All fees exclusive of Goods & Services Tax; GST added where applicable and invoiced separately
Withholding taxes: If required to withhold tax, you must gross-up payments so we receive full invoiced amount
Third-party costs: You're responsible for all third-party software licenses, hosting, and integration costs
Expense reimbursement: Pre-approved travel and accommodation expenses billed at cost with receipts
4. Service Delivery & Performance Standards
4.1 Professional Service Standards
Skill and care: All services performed with reasonable skill and care by qualified professionals
Industry standards: Work complies with applicable industry standards and best practices
Business hours: Standard business hours are Monday-Friday, 9 AM - 5 PM AEST (excluding NSW public holidays)
Project management: Dedicated project management for significant engagements
4.2 Platform Service Levels
Availability target: 99.5% monthly uptime for platform services
Maintenance windows: Scheduled during off-peak hours with minimum 24 hours notice
Performance monitoring: Continuous monitoring of platform performance and availability
Status communication: Real-time status updates via status.favabean.ai
4.3 Support Response Standards
Support levels vary by service tier and are specified in individual service agreements:
Email support: Response within 24 hours for standard plans, 8 hours for professional plans, 4 hours for enterprise
Phone support: Available during business hours for professional and enterprise plans
Emergency support: Critical system issues addressed immediately regardless of plan level
Knowledge resources: Comprehensive help center, documentation, and video tutorials available 24/7
4.4 Service Credits & Remedies
Availability credits: If monthly uptime falls below 99.5%, receive 5% service credit for each 1% below target
Maximum credits: Service credits capped at 30% of monthly platform fees for any billing period
Credit claims: Must be requested within 30 days of the qualifying service level failure
Sole remedy: Service credits are your sole remedy for service level failures unless otherwise specified
5. Deliverable Acceptance & Quality Assurance
5.1 Acceptance Process
Professional services deliverables are accepted when:
Written acceptance: You provide explicit written approval of deliverables
Deemed acceptance: 5 business days pass after delivery without written rejection citing specific defects
Partial acceptance: You may not reject conforming portions of deliverables that meet specifications
5.2 Rejection & Correction Rights
Rejection criteria: Rejections must cite specific unmet requirements from agreed specifications
Correction period: We have 5 business days to remedy valid defects before resubmission
Re-acceptance: Corrected deliverables subject to same acceptance process
Final acceptance: Project completion occurs when all deliverables are accepted or deemed accepted
5.3 Quality Warranty
Warranty period: 30 days after final acceptance for defect correction at no additional cost
Warranty scope: Limited to conformance with agreed specifications and professional standards
Warranty exclusions: Does not cover issues arising from your modifications, misuse, or environmental changes
Remedy limitations: Our sole obligation is to re-perform defective work; no other warranties provided
6. Data Protection, Privacy & Security
6.1 Data Ownership & Processing
Your data ownership: You retain ownership of all business data, customer information, and content
Processing purpose: We process your data solely to provide agreed services and platform functionality
Data minimization: We collect and process only data necessary for service delivery
Processing lawfulness: All data processing has appropriate lawful basis under applicable privacy laws
6.2 Data Location & Transfers
Primary storage: Data primarily stored in Australia using AWS Sydney infrastructure
International transfers: May process data in Singapore or EU regions with appropriate safeguards
Transfer protections: International transfers protected by Standard Contractual Clauses and encryption
Data sovereignty: Australian data subject to Australian Privacy Principles regardless of processing location
6.3 Security Measures
Technical safeguards: Industry-standard encryption (AES-256 at rest, TLS 1.3 in transit)
Access controls: Role-based access, multi-factor authentication, and principle of least privilege
Infrastructure security: Secure hosting, network segmentation, intrusion detection, and monitoring
Regular updates: Security patches, vulnerability assessments, and penetration testing
6.4 Data Breach Response
Immediate notification: You'll be notified within 24 hours of suspected data breaches affecting your data
Regulatory assistance: We'll assist with regulatory breach notifications as required by law
Investigation support: Full cooperation with breach investigation and impact assessment
Your responsibilities: You remain responsible for notifying affected individuals as required by applicable laws
6.5 Data Retention & Deletion
Active services: Data retained as necessary for ongoing service provision
Post-termination: Your data deleted within 30 days of service termination unless otherwise requested
Legal retention: Some data may be retained longer for legal, regulatory, or legitimate business purposes
Data export: You may export your data before termination using provided self-service tools
6.6 Privacy Compliance
Australian Privacy Principles: Full compliance with Privacy Act 1988 and Australian Privacy Principles
GDPR compliance: European data subjects receive GDPR protections where applicable
Privacy by design: Privacy considerations integrated into all system design and development
Privacy rights: Support for data subject access, correction, deletion, and portability requests
7. Intellectual Property Rights & Licensing
7.1 Our Intellectual Property
We retain exclusive ownership of:
Platform software: The Favabean.ai platform, algorithms, and core functionality
Methodologies: Proprietary processes, frameworks, and business methodologies
Pre-existing IP: All intellectual property existing before service commencement
Platform improvements: Enhancements, modifications, and new features developed during service delivery
General knowledge: Skills, experience, techniques, and know-how gained during projects
7.2 Custom Work & Deliverables
For work specifically created for you:
License grant: Upon full payment, you receive a non-exclusive, perpetual, worldwide license to use custom deliverables
Internal use only: Licensed for your internal business operations only; no sublicensing or resale rights
Configuration rights: You receive rights to use configurations, customizations, and integrations created specifically for you
Documentation: Complete ownership of project documentation and training materials created for your specific use
7.3 Your Content & Data
Your ownership: You retain ownership of all content, data, and information you provide
License to us: You grant us a limited license to use your content solely to provide services
Confidentiality: Your proprietary content protected under confidentiality provisions
No competing use: We will not use your confidential business information to compete with you
7.4 Third-Party Intellectual Property
Your responsibility: You're responsible for obtaining licenses for third-party software, APIs, and services
Integration licensing: We may recommend third-party solutions but you handle procurement and licensing
Compliance: You warrant that your content and requirements don't infringe third-party rights
Indemnification: You indemnify us against claims arising from your use of third-party IP
7.5 IP Protection & Indemnification
Our defense obligation: We'll defend you against claims that our deliverables infringe third-party IP rights
Geographic scope: IP indemnity covers Australia, United States, United Kingdom, European Union, and Canada
Remediation options: If infringement found, we may modify deliverables, obtain licenses, or refund fees
Exclusions: No protection for claims arising from your modifications, combinations with other software, or misuse
8. Confidentiality & Non-Disclosure
8.1 Mutual Confidentiality Obligations
Both parties agree to:
Protect confidential information: Use same degree of care as for own confidential information (minimum reasonable care)
Limited use: Use confidential information solely for purposes of this agreement
Non-disclosure: Not disclose to third parties without prior written consent
Employee obligations: Ensure employees and contractors comply with confidentiality requirements
8.2 Definition of Confidential Information
Confidential information includes:
Business information: Strategies, processes, customer lists, financial information, and business plans
Technical information: Software, algorithms, system configurations, APIs, and technical specifications
Project information: Requirements, designs, implementations, and results of our work together
Platform information: Features, capabilities, performance metrics, and development roadmap
8.3 Exclusions from Confidentiality
Information is not confidential if it:
Publicly available: Already in public domain through no breach of this agreement
Independently developed: Developed independently without use of confidential information
Rightfully received: Obtained from third party with right to disclose
Required disclosure: Must be disclosed by law or court order (with advance notice where possible)
8.4 Return of Information
Upon termination or request:
Prompt return: Return or destroy all confidential information in any form
Certification: Provide written certification of destruction if requested
Continuing obligations: Confidentiality obligations survive termination for 5 years
Exception: May retain copies as required by law or professional standards
9. Liability Limitations & Risk Management
9.1 Liability Caps & Limitations
Our total liability to you is limited to:
Platform services: Annual subscription fees paid in the 12 months preceding the claim
Professional services: Total fees paid for the specific project or service giving rise to liability
Minimum protection: In no event less than AUD $10,000 for any claim or series of related claims
Maximum exposure: Aggregate liability for all claims in any 12-month period capped at amounts above
9.2 Excluded Damages
Neither party is liable for:
Indirect damages: Indirect, incidental, consequential, or special damages of any kind
Business losses: Lost profits, revenue, business opportunities, or anticipated savings
Data issues: Loss of data, cost of data recovery, or business interruption
Third-party claims: Damages claimed by your customers, partners, or other third parties
9.3 Exceptions to Limitations
Liability limitations do not apply to:
Fraud or misconduct: Claims arising from fraud, willful misconduct, or criminal acts
Confidentiality breaches: Unauthorized disclosure of confidential information
IP indemnification: Our intellectual property indemnification obligations
Personal injury: Death or personal injury caused by negligence
Statutory rights: Liability that cannot be excluded under applicable law
9.4 Your Indemnification Obligations
You agree to indemnify and hold us harmless from claims arising from:
Your breach: Material breach of these Terms or any service agreement
Your content: Use of your data, content, or business processes in our services
Third-party claims: Claims by your customers, employees, or other third parties related to our services
Unauthorized use: Use of services outside authorized scope or in violation of usage restrictions
Legal violations: Your violation of applicable laws or regulations in connection with our services
9.5 Insurance & Financial Protection
Professional insurance: We maintain appropriate professional indemnity and public liability insurance
Coverage amounts: Insurance coverage appropriate to the nature and scale of services provided
Certificate availability: Insurance certificates available upon reasonable request
No limitation: Insurance does not limit our obligations or your rights under these Terms
10. Force Majeure & External Dependencies
10.1 Force Majeure Events
Neither party is liable for delays or failures due to events beyond reasonable control, including:
Natural disasters: Earthquakes, floods, fires, severe weather, or other acts of nature
Human events: War, terrorism, civil unrest, labor disputes, or government actions
Technical events: Cyber attacks, internet outages, power failures, or telecommunications disruptions
Health emergencies: Pandemics, public health orders, or quarantine requirements
Third-party failures: Failure of essential third-party platforms, APIs, or infrastructure services
10.2 Force Majeure Procedures
When force majeure events occur:
Prompt notification: Affected party must notify the other promptly with details of the event
Mitigation efforts: Use reasonable efforts to minimize impact and restore normal operations
Regular updates: Provide regular status updates during extended force majeure periods
Resumption: Resume normal performance as soon as reasonably possible after event resolution
10.3 Third-Party Platform Dependencies
Our services may depend on third-party platforms and services:
Platform reliability: We select reputable third-party providers but cannot guarantee their performance
Alternative solutions: We'll use commercially reasonable efforts to provide alternatives when feasible
Client notification: Prompt notification of any third-party service disruptions affecting your services
No liability: Not liable for third-party platform failures beyond our reasonable control
11. Client Responsibilities & Cooperation
11.1 General Cooperation Requirements
To ensure successful service delivery, you agree to:
Timely information: Provide required information, data, and materials within agreed timeframes
System access: Grant and maintain appropriate access to systems, platforms, and resources
Authorized contacts: Designate authorized representatives with appropriate decision-making authority
Reasonable cooperation: Cooperate reasonably with our team and respond promptly to reasonable requests
11.2 Technical Responsibilities
Data accuracy: Ensure information provided is accurate, current, and complete
System maintenance: Maintain your systems in good working order and notify us of relevant changes
Backup obligations: Maintain appropriate backups of critical data and systems
Security compliance: Follow security procedures and maintain confidentiality of access credentials
11.3 Platform Usage Obligations
Authorized use only: Use platform services only for lawful business purposes within authorized scope
User management: Properly manage user accounts, permissions, and access controls
Usage monitoring: Monitor your usage against plan limits and approve overages as needed
Compliance: Comply with acceptable use policies and platform guidelines
11.4 Legal & Regulatory Compliance
Law compliance: Ensure your use of our services complies with all applicable laws and regulations
Industry standards: Comply with relevant industry standards and professional requirements
Privacy obligations: Meet your obligations as data controller under applicable privacy laws
Third-party rights: Respect intellectual property rights and contractual obligations to third parties
11.5 Project-Specific Responsibilities
For professional services engagements:
Project participation: Participate actively in project activities, meetings, and reviews
Timely feedback: Review deliverables and provide feedback within agreed timeframes
Decision authority: Ensure designated contacts have authority to make necessary project decisions
Resource availability: Ensure required personnel and resources are available when needed
12. Service Changes, Updates & Termination
12.1 Service Modifications
Platform updates: We may update platform features, functionality, and user interface with reasonable notice
Pricing changes: Subscription pricing may be adjusted annually with 60 days advance notice
Service improvements: Regular enhancements and new features included at no additional cost
Material changes: Significant changes to core functionality communicated 30 days in advance
12.2 Termination Rights
Either party may terminate services:
Convenience termination: 30 days written notice for any reason
Breach termination: Immediate termination for material breach not cured within 14 days of notice
Non-payment termination: Immediate termination for payments more than 60 days overdue
Insolvency termination: Immediate termination if other party becomes insolvent or enters administration
12.3 Effect of Termination
Upon termination of services:
Access cessation: Platform access and services cease immediately upon termination
Payment obligations: All fees for services provided remain due and payable
Data export: You may export your data within 30 days using provided tools
Data deletion: Your data deleted within 30 days unless otherwise requested in writing
Final invoicing: Final invoice issued for any outstanding services or usage
12.4 Survival of Terms
The following provisions survive termination:
Payment obligations: All unpaid fees and expenses incurred before termination
Intellectual property: IP ownership and licensing terms
Confidentiality: Confidentiality obligations for the specified survival period
Limitation of liability: Liability limitations and exclusions
General provisions: Governing law, dispute resolution, and other general terms
13. Warranties & Disclaimers
13.1 Mutual Warranties
Each party represents and warrants:
Authority: Full power and authority to enter into this agreement
No conflicts: Agreement doesn't conflict with other obligations or restrictions
Legal compliance: Performance will comply with applicable laws and regulations
Corporate standing: Proper incorporation and good standing in jurisdiction of formation
13.2 Our Service Warranties
We warrant that:
Professional standards: Services performed with reasonable skill and care by qualified professionals
Platform functionality: Platform will substantially conform to current documentation
No infringement: Our deliverables will not infringe third-party intellectual property rights
Data protection: We'll implement appropriate safeguards for your data
13.3 Warranty Disclaimers
EXCEPT AS EXPRESSLY STATED, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, INCLUDING:
Fitness warranties: No warranty that services will meet your specific requirements or expectations
Uninterrupted service: No guarantee of uninterrupted, timely, secure, or error-free operation
Business results: No warranty regarding specific business outcomes, results, or performance improvements
Third-party services: No warranties regarding third-party platforms, APIs, or integrated services
13.4 Warranty Remedies
Remedy scope: For breach of our service warranties, our sole obligation is to re-perform defective services
Remedy timeframe: Warranty remedies available for 30 days after service delivery or platform issue occurrence
Exclusive remedies: Warranty remedies are your exclusive remedies for service quality issues
No consequential damages: Warranty remedies don't include consequential damages or business losses
14. Dispute Resolution & Governing Law
14.1 Structured Dispute Resolution
Disputes will be resolved through the following escalation process:
Direct negotiation: Project managers attempt good faith resolution within 10 business days
Management escalation: Senior management from both parties meet within 15 business days
Professional mediation: Mediation through Resolution Institute (Sydney) within 30 business days
Court proceedings: If mediation unsuccessful, either party may commence litigation
14.2 Governing Law & Jurisdiction
Applicable law: These Terms governed by laws of New South Wales, Australia
Court jurisdiction: NSW courts have exclusive jurisdiction for all disputes
Conflict of laws: NSW law applies without regard to conflict of law principles
International clients: Non-Australian clients consent to NSW jurisdiction and law
14.3 Injunctive Relief & Urgent Matters
Equitable remedies: Either party may seek injunctive relief in any competent court
No bond required: Injunctive relief available without posting security bond
Confidentiality protection: Immediate relief available for confidentiality breaches
IP protection: Urgent protection available for intellectual property infringement
14.4 Legal Costs & Fees
Successful party recovery: Prevailing party in litigation may recover reasonable legal costs
Mediation costs: Mediation costs shared equally unless otherwise agreed
Expert costs: Each party bears own expert witness and consulting fees
Court costs: Court filing fees and administration costs recoverable by successful party
15. General Provisions
15.1 Assignment & Subcontracting
Your assignment restrictions: You may not assign rights or obligations without our written consent
Our assignment rights: We may assign to affiliates or in connection with business transfers
Subcontracting: We may use qualified subcontractors while remaining fully responsible for performance
Change of control: Assignment includes change of control through merger, acquisition, or similar transaction
15.2 Notices & Communications
Written requirement: All formal notices must be in writing
Email delivery: Email to designated business contacts sufficient for routine communications
Registered mail: Termination notices and legal notices should be sent by registered mail
Address updates: Parties must promptly notify of changes to contact information
15.3 Entire Agreement & Modifications
Complete agreement: These Terms, together with service agreements, constitute the entire agreement
Supersedes prior agreements: Replaces all previous negotiations, proposals, and understandings
Modification requirements: Changes must be in writing and signed by authorized representatives
Electronic signatures: Digital signatures and electronic execution acceptable
15.4 Severability & Interpretation
Severability: If any provision unenforceable, remainder continues in full effect
Interpretation: Headings for convenience only; "including" means "including without limitation"
Language: Agreement in English; any translations for convenience only
Counterparts: May be executed in separate counterparts, each constituting original agreement
15.5 Independent Contractor Relationship
No partnership: Parties are independent contractors, not partners, joint venturers, or agents
No authority: Neither party has authority to bind the other or act on other's behalf
No employee benefits: No employment relationship created; no employee benefits provided
Tax responsibility: Each party responsible for own taxes and regulatory compliance
16. Contact Information & Support
16.1 Business Contacts
General inquiries: info@favabean.ai
Technical support: support@favabean.ai
Billing questions: info@favabean.ai
Legal notices: info@favabean.ai
16.2 Mailing Address
Lecter Labs Pty Ltd
Brighton-le-Sands NSW 2216
Australia
16.3 Online Resources
Help Center: help.favabean.ai
Service Status: status.favabean.ai
Privacy Policy: favabean.ai/legal/privacy-policy
Documentation: docs.favabean.ai
17. Document Hierarchy & Related Policies
17.1 Service Agreement Hierarchy
When you engage our services, the following order of precedence applies:
Individual service agreements (Platform Subscription Agreements, Professional Services Agreements, SOWs)
These Terms & Conditions (comprehensive legal framework)
Privacy Policy (data handling and privacy rights)
Acceptable Use Policy (platform usage guidelines)
Purchase orders or similar documents (administrative only)
17.2 Related Policies
These Terms work in conjunction with our other policies:
Privacy Policy: How we collect, use, and protect your personal information
Cookie Policy: How we use cookies and tracking technologies on our website
Acceptable Use Policy: Rules and guidelines for using our platform and services
Security Policy: Our approach to data security and protection measures
17.3 Policy Updates
Amendment process: We may update these Terms by posting revised versions on our website
Notification: Material changes communicated via email to active customers 30 days before effective date
Continued use: Continued use of services after changes constitutes acceptance of updated Terms
Version control: Previous versions archived and available upon request
ACCEPTANCE
By engaging our services, signing a service agreement that references these Terms, or continuing to use our platform after changes are posted, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions.
© 2025 Lecter Labs Pty Ltd trading as Favabean.ai
All rights reserved
Last Updated: 5 July 2025
Document Version: 2.0
Effective Date: 5 July 2025
These Terms & Conditions provide comprehensive legal protection while enabling flexible service delivery. For questions about these Terms, contact us at info@favabean.ai.
