This is an RPG game after all. You could also have weapons that would do less damage if you do not meet the stat requirements for the item. Dark Souls did it and I just thought it would be a good idea to take a page from "from software" games.
Examples:
- Polaris reqirements would be 50 strength and 10 dexterity
- 5 star brandish would be 43 faith and 21 agility
Level up's would just require you to defeat enemies. Tougher enemies or the further down you go in the clockworks would yield more exp. So if you are a high level, low level monsters would start to give less exp.
-1, I play SK to get away from all those level things. Gear, IMO, is already levels because they're locked until you're strong enough to access them.