Terms & Conditions

1. Definitions

In this Agreement, unless the context otherwise requires:

• Agreement— these Terms and Conditions, together with any Statement of Work and schedules
• Background IP— Intellectual Property owned by a party prior to or independently of an engagement
• Business Day— a day that is not a Saturday, Sunday, or public holiday in New South Wales, Australia
• Change Request— a written request to alter the scope, timeline, or fees of a Statement of Work
• Client— the person or entity engaging Vermilion Intelligence under a Statement of Work
• Client Data— all data, content, and materials provided by the Client or accessed within Client systems during an engagement
• Confidential Information— information disclosed by one party to the other that is marked confidential or would reasonably be considered confidential
• Deliverables— the outputs, systems, documentation, and materials produced under a Statement of Work
• Fees— the amounts payable by the Client as specified in the applicable Statement of Work
• Force Majeure Event— any event beyond the reasonable control of a party, including natural disaster, pandemic, war, government action, or critical infrastructure failure
• GST— Goods and Services Tax as imposed under A New Tax System (Goods and Services Tax) Act 1999 (Cth)
• Intellectual Property— all patents, copyrights, trademarks, trade secrets, designs, know-how, and all other intellectual property rights
• Project IP— Intellectual Property created specifically for the Client during an engagement
• Statement of Work (SOW)— a document setting out the scope, deliverables, timeline, and fees for a specific engagement
• Validation Period— the period following delivery of a milestone during which the Client may test and approve the Deliverables
• Vermilion Intelligence— Vermilion Intelligence Pty Ltd
• Website— the website located at vrmintelligence.com

2. Interpretation

• A reference to a party includes that party's successors and permitted assigns
• Words importing the singular include the plural and vice versa
• Headings are for convenience only and do not affect interpretation
• A reference to legislation includes any amendment, re-enactment, or subordinate legislation
• Where any word or phrase is defined, any other grammatical form has a corresponding meaning
• 'Including' and similar expressions are not words of limitation

3. Access and Use of Website

We grant you a non-exclusive, non-transferable, revocable licence to access and use the Website for lawful purposes and in accordance with this Agreement. We reserve the right to modify, suspend, or discontinue any part of the Website at any time without notice. We do not warrant that the Website will be available at all times or free from errors or interruptions.

4. Acceptable Use

You agree not to:

• Use the Website for any unlawful purpose or in violation of any applicable law
• Attempt to gain unauthorised access to any systems, networks, or data connected to the Website
• Interfere with or disrupt the Website, servers, or networks
• Reproduce, duplicate, copy, sell, or exploit any portion of the Website without our express written permission
• Use automated tools (bots, scrapers, crawlers) to access the Website without prior written consent
• Transmit any viruses, malware, or other harmful code

5. Intellectual Property — Website

All content on the Website, including text, graphics, logos, images, and software, is the property of Vermilion Intelligence or its licensors and is protected by Australian and international intellectual property laws. Nothing on the Website grants any licence or right to use any content without our prior written consent.

6. Third-Party Links

The Website may contain links to third-party websites or services. We do not control, endorse, or assume responsibility for the content, privacy policies, or practices of any third-party sites. You access third-party links at your own risk.

7. Website Disclaimer

The information on the Website is provided for general informational purposes only. While we endeavour to keep the content accurate and up to date, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, or suitability of the information. Any reliance you place on such information is strictly at your own risk.

8. Statements of Work

All services are provided under individual Statements of Work. Each SOW will specify the scope of work, deliverables, timeline, fees, and any additional terms applicable to that engagement. In the event of a conflict between this Agreement and a SOW, the SOW prevails to the extent of the inconsistency. A SOW is not binding until signed by both parties.

9. Client Obligations

The Client agrees to:

• Provide timely and accurate information, data, and access required for the performance of the services
• Designate a primary point of contact with authority to make decisions on behalf of the Client
• Review and provide feedback on Deliverables within the timeframes specified in the SOW
• Ensure that all Client systems and environments meet any technical prerequisites specified in the SOW
• Obtain all necessary internal approvals, licences, and consents required for the engagement

Delays caused by the Client's failure to meet these obligations may result in adjustments to the timeline and fees.

10. On-Site Engagements

Where services are performed on-site at the Client's premises:

• The Client must provide a safe and suitable working environment, including adequate workspace, network access, and facilities
• The Client must comply with all applicable workplace health and safety legislation
• All work is performed on Client-controlled hardware unless otherwise agreed in writing
• Vermilion Intelligence personnel will comply with the Client's reasonable site policies and security procedures

11. Third-Party Services

Deliverables may integrate with or depend upon third-party platforms, APIs, or services. In relation to such third-party services:

• The Client is responsible for obtaining and maintaining all necessary licences, subscriptions, and API keys
• Vermilion Intelligence is not liable for changes, outages, or discontinuation of third-party services
• Third-party services are subject to their own terms and conditions, which the Client should review independently
• We will notify the Client of any known third-party dependencies during the scoping process

12. Change Management

Either party may request changes to the scope of a SOW by submitting a Change Request in writing. No change will be effective until both parties have agreed to the amended scope, timeline, and fees in writing. We will provide a reasonable estimate of the impact of any Change Request within 5 Business Days of receipt.

13. Validation Period

Unless otherwise specified in the SOW:

• Each milestone includes a Validation Period of 10 Business Days following delivery
• During the Validation Period, the Client will test the Deliverables against the acceptance criteria in the SOW
• The Client must provide written notice of any deficiencies within the Validation Period
• If no notice is received within the Validation Period, the milestone is deemed accepted
• Vermilion Intelligence will use reasonable endeavours to remedy any legitimate deficiencies within a reasonable timeframe

14. Fees and Payment Milestones

Fees are specified in the applicable SOW and are payable in Australian Dollars (AUD) unless otherwise stated. Unless otherwise agreed, the standard payment milestone structure is:

Invoices are due within 14 days of issue unless otherwise specified. All fees are exclusive of GST unless stated otherwise.

15. Travel and Disbursements

Where on-site attendance is required:

• Reasonable travel, accommodation, and meal expenses will be charged at cost and invoiced separately
• Domestic travel within the Sydney metropolitan area is included in standard fees unless otherwise stated
• Interstate or international travel requires prior written approval from the Client
• Receipts will be provided for all disbursements upon request

16. GST

All fees quoted are exclusive of GST. If GST is payable on a supply made under this Agreement, the recipient must pay an additional amount equal to the GST. We will issue tax invoices that comply with A New Tax System (Goods and Services Tax) Act 1999 (Cth).

17. Late Payment

If payment is not received by the due date:

• We may charge interest on overdue amounts at the rate of 2% per month, calculated daily and compounding monthly
• We may suspend the provision of services until outstanding amounts are paid in full
• We may recover all reasonable costs of debt collection, including legal fees, from the Client
• Suspension of services due to non-payment does not relieve the Client of its obligation to pay outstanding fees

18. Limitation of Liability

Subject to clauses 19 and 20:

• Our total aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), statute, or otherwise, is limited to the total fees paid or payable by the Client under the relevant SOW
• We are not liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profit, loss of data, loss of business opportunity, or loss of goodwill
• We are not liable for any loss or damage arising from the Client's use of Deliverables in a manner not contemplated by the SOW
• We are not liable for any loss or damage caused by third-party services, platforms, or integrations

19. ACL Consumer Guarantees

Where the Australian Consumer Law applies:

• Nothing in this Agreement excludes or limits any guarantee, condition, warranty, right, or remedy implied or imposed by the ACL that cannot lawfully be excluded or limited
• If we fail to comply with a consumer guarantee, our liability is limited (at our option) to: resupplying the services, or paying the cost of having the services resupplied
• This clause prevails to the extent of any inconsistency with other clauses in this Agreement

20. Exclusions from Limitation

The limitations in clause 18 do not apply to:

• Liability that cannot be limited by law
• Liability arising from a party's fraud, wilful misconduct, or gross negligence
• A party's breach of its confidentiality obligations under clause 26
• The Client's obligation to pay fees under this Agreement

21. Warranties

Vermilion Intelligence warrants that services will be performed with reasonable care and skill by suitably qualified personnel. Except as expressly stated in this Agreement or required by law, all other warranties, whether express or implied, are excluded to the maximum extent permitted by law. We do not warrant that Deliverables will be error-free or uninterrupted, or that they will achieve any particular business outcome.

22. Client Indemnity

The Client indemnifies Vermilion Intelligence against all losses, liabilities, damages, costs, and expenses arising from or in connection with:

• The Client's breach of this Agreement
• Any claim that Client Data or Client materials infringe the intellectual property rights of a third party
• The Client's use of Deliverables in a manner not contemplated by the SOW
• Any negligent or wrongful act or omission of the Client or its personnel

23. Background IP

Each party retains all rights in its Background IP. Nothing in this Agreement transfers ownership of Background IP from one party to the other. Where Vermilion Intelligence incorporates its Background IP into Deliverables, we grant the Client a non-exclusive, perpetual, royalty-free licence to use that Background IP solely as part of the Deliverables.

24. Project IP

Subject to clause 23, all Project IP vests in the Client upon full payment of all fees under the relevant SOW. Until full payment is received, Project IP remains the property of Vermilion Intelligence. We retain the right to use general knowledge, skills, experience, ideas, concepts, techniques, and know-how acquired during the engagement.

25. Client Data

In relation to Client Data:

• All Client Data remains the property of the Client at all times
• We will only access, use, and process Client Data as necessary to perform the services
• We will comply with all applicable privacy laws in relation to any personal information contained in Client Data
• Upon termination or completion of an engagement, we will return or securely destroy all Client Data within 30 days, unless otherwise agreed or required by law

26. Confidentiality

Each party agrees:

• To keep the other party's Confidential Information strictly confidential
• Not to disclose Confidential Information to any third party without prior written consent, except to employees, contractors, or advisors who need to know and are bound by equivalent obligations
• To use Confidential Information solely for the purposes of this Agreement
• That obligations of confidentiality survive termination of this Agreement for a period of 3 years
• That these obligations do not apply to information that is publicly available, independently developed, lawfully received from a third party, or required to be disclosed by law

27. Portfolio and Case Study Rights

Unless the Client objects in writing, Vermilion Intelligence may reference the engagement in general terms (including the Client's industry and the nature of the services provided) in our portfolio, website, and marketing materials. We will not disclose Confidential Information or use the Client's name or logo without prior written consent.

28. Term

This Agreement commences on the date the Client signs a Statement of Work or uses the Website (whichever occurs first) and continues until all SOWs have been completed or terminated, or until this Agreement is otherwise terminated in accordance with its terms.

29. Termination for Convenience

Either party may terminate a SOW for convenience by giving:

• 14 days' written notice to the other party
• Upon termination for convenience by the Client, the Client must pay for all work completed up to the date of termination, plus any non-cancellable commitments made by Vermilion Intelligence
• Deposits are non-refundable unless otherwise agreed in writing

30. Termination for Breach

Either party may terminate this Agreement or a SOW immediately by written notice if:

• The other party commits a material breach and fails to remedy it within 14 days of receiving written notice of the breach
• The other party becomes insolvent, enters administration or liquidation, or has a receiver appointed over its assets
• The other party is unable to perform its obligations for a continuous period of 30 days due to a Force Majeure Event

31. Effect of Termination

Upon termination:

• All outstanding fees become immediately due and payable
• Each party must return or destroy the other party's Confidential Information within 30 days
• Client Data will be returned or destroyed in accordance with clause 25
• Clauses that by their nature are intended to survive termination will continue in force, including clauses relating to confidentiality, liability, intellectual property, and dispute resolution

32. Privacy

We collect, use, and disclose personal information in accordance with our Privacy Policy, available at vrmintelligence.com/privacy. By engaging our services, you acknowledge that you have read and understood our Privacy Policy.

33. Force Majeure

Neither party is liable for any failure or delay in performing its obligations under this Agreement to the extent that the failure or delay is caused by a Force Majeure Event. The affected party must notify the other party as soon as reasonably practicable and use reasonable endeavours to mitigate the effect of the Force Majeure Event.

34. Dispute Resolution

The parties agree to the following dispute resolution process:

• Negotiation: The parties will first attempt to resolve any dispute by good faith negotiation between their respective representatives within 14 days of written notice
• Escalation: If unresolved, the dispute will be escalated to senior management of each party for a further 14 days
• Mediation: If still unresolved, the dispute will be referred to mediation administered by the Australian Disputes Centre (ADC) in Sydney, with costs shared equally
• Litigation: If mediation does not resolve the dispute, either party may commence proceedings in the courts of New South Wales

Nothing in this clause prevents a party from seeking urgent interlocutory relief from a court.

35. Amendments

We may update these Terms and Conditions from time to time. The current version will be published on our Website with the date it was last updated. Continued engagement of our services following an update constitutes acceptance of the revised terms. Material changes to terms affecting an active SOW will be communicated to the Client in writing.

36. Assignment

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld. Vermilion Intelligence may subcontract the performance of services to qualified third parties, provided that we remain responsible for the performance of the subcontracted obligations.

37. Entire Agreement and Severability

This Agreement, together with any SOWs and schedules, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

38. Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales and any courts of appeal therefrom.

39. Waiver

A failure or delay by a party to exercise a right or remedy under this Agreement does not constitute a waiver of that right or remedy. A waiver is not effective unless it is in writing and signed by the party granting the waiver.

40. Relationship of the Parties

Vermilion Intelligence is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties. Neither party has authority to bind the other or incur obligations on its behalf.

41. Notices

All notices under this Agreement must be in writing and sent by email to the address specified in the relevant SOW (or, for Vermilion Intelligence, to hello@vrmintelligence.com). A notice is deemed received at the time it is sent, unless the sender receives an automated failure notification.

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