Verdaniq Consulting Terms

These are the standard terms on which Verdaniq Pty Ltd (ABN 91 654 375 765) (Verdaniq, we, us or our) provides consulting and software development services. They apply to every engagement unless we agree otherwise in writing with a client (you or your) in a Schedule, proposal, statement of work or order (a Schedule). Where a Schedule and these terms conflict, the Schedule prevails for that engagement.

We publish these terms in full because we believe clients should be able to see how we work, and what it costs, before having to commit to an engagement or sales call.

1. How we work: Developer Credits

Verdaniq works on a Developer Credit model. Rather than billing by the hour, we price each feature or piece of work as a number of credits.

A Developer Credit is a unit of committed delivery, not a unit of time. Before we start a feature or milestone, we estimate the number of credits we believe it will take to deliver, and you either accept that estimate or we negotiate it. Once a feature's credits are agreed, both sides are locked in: we commit to delivering the feature for that number of credits regardless of how long it actually takes us, and you commit to that number of credits being drawn down on completion.

In effect, every feature is a small fixed-price project. This gives you the flexibility of an Agile, feature-by-feature approach with the cost certainty of fixed-price work, and it puts the estimation risk on us, where it belongs.

1.1 Scoping and acceptance

1. Before commencing a feature or milestone, the parties will agree in writing (including by email) on (a) the scope of the feature or milestone, and (b) the number of Developer Credits required.
2. You may ask us to proceed on an ongoing or accelerated basis without waiting for each individual approval. Doing so does not waive the requirement that the scope and credits for completed work be agreed or confirmed in writing.
3. A feature or milestone is complete when the agreed scope has been delivered and we notify you in writing. You must notify us of any material issue or non-conformance with the agreed scope within five (5) business days of that notification. If you do not, the feature or milestone is deemed accepted.
4. On acceptance or deemed acceptance, the agreed number of credits is deducted from your balance. We will tell you your remaining balance after each feature or milestone.

2. Pricing

2.1 Standard rate

The standard rate is AUD $250 per Developer Credit (excl. GST).

2.2 Volume discounts

Where a client commits to and pays upfront for credits to the values below, the following discount applies to the agreed per-credit rate:

Upfront commitment (excl. GST)	Discount on the per-credit rate
$50,000 or more	10%
$75,000 or more	15%
$100,000 or more	20%

Discounts apply to the per-credit rate, and are reflected in the number of credits issued for the amount paid. Discounts are based on upfront committed and paid amounts, not amounts accumulated over time.

2.3 Payment and issue of credits

1. Credits are purchased in advance and redeemed for services as features or milestones are completed and accepted.
2. On execution of a Schedule we may commence work, but we are not required to deliver any completed feature, milestone or other work product until the applicable credits have been paid for and issued.
3. If payment is not received within fourteen (14) days of execution of a Schedule (or any other period agreed in writing), we may suspend services until payment is received, without liability to you.
4. Credits are not redeemable for cash and are non-refundable except at our discretion.

2.4 Credit term and rollover

Developer Credits do not expire while an engagement remains in place; they remain available for use during the term and roll over as set out below.

1. Credits may be used during the term of the applicable engagement, as set out in the Schedule.
2. Unused credits roll over into a subsequent engagement only if a new agreement is entered into before, or within one (1) month after, expiry of the current one.
3. If an engagement expires and is not renewed within that period, unused credits are forfeited and have no cash value.
4. We are under no obligation to provide services beyond the value of available credits.

3. Who does the work

We warrant that all services will be performed by an experienced senior consultant with relevant professional expertise. We will not delegate any part of the services to junior personnel, subcontractors or third parties without your prior written approval, given on a per-feature or per-milestone basis.

4. Intellectual property

Our position on intellectual property is simple and applies as a standing policy across all our engagements:

• Your work is yours. All intellectual property rights in the work product we create specifically for you as part of the services — including software, source code, documentation and other materials — vest in you on payment of the credits applicable to the completed feature or milestone. To the extent necessary, we assign those rights to you on creation.
• Our work stays ours. We retain all intellectual property rights in (a) any materials, tools, frameworks, libraries, templates, methodologies or know-how developed or owned by us prior to, or independently of, an engagement; (b) any general skills, knowledge or experience developed in the course of providing services; and (c) our own products and projects. Nothing in an engagement assigns any of these to you.

Where any of our retained intellectual property is incorporated into your deliverables, we grant you a perpetual, irrevocable, royalty-free licence to use, modify and exploit it to the extent necessary to use and exploit those deliverables.

5. Third-party costs

1. You are responsible for all third-party costs associated with your product, including hosting, infrastructure, platform fees, and software licences required to operate, test or deploy the deliverables.
2. We are responsible for the cost of our own internal tools and development environment.

6. Your obligations

You represent, warrant and agree that:

1. there are no legal restrictions preventing you from engaging us;
2. you will cooperate with us and provide all documentation, information, instructions and access we reasonably need to provide the services, in a timely manner;
3. the information you provide is true, correct and complete;
4. you will not infringe any third-party rights in working with us; and
5. you will provide us with safe and sufficient access to any premises or systems we reasonably need to provide the services.

7. Your statutory rights

Certain laws, including the Australian Consumer Law, may confer rights, guarantees and remedies that cannot be excluded, restricted or modified (Statutory Rights). Nothing in these terms excludes your Statutory Rights. Subject to those rights, our liability for the services is governed solely by the Australian Consumer Law and these terms, and we exclude all other warranties, representations and guarantees to the extent permitted by law.

8. Liability

To the maximum extent permitted by law:

1. neither party is liable for any consequential, special or indirect loss, including loss of revenue, profit, use, benefit, opportunity or economic loss;
2. each party's liability is reduced proportionately to the extent the other party (or its personnel) caused or contributed to the relevant loss, including any failure to mitigate; and
3. our maximum aggregate liability in connection with an engagement is limited to the amount paid by you to us for the services to which the liability relates.

9. Confidentiality

Each party will keep the other's confidential information confidential and use it only for the purposes of the engagement, except where disclosure is required by law or made to a professional adviser who is themselves bound to keep it confidential.

10. Term and termination

1. An engagement runs for the term set out in the Schedule.
2. Either party may terminate if the other commits a material breach that is not remedied within ten (10) business days of written notice.
3. On termination or expiry: amounts due and payable for services provided up to that date become immediately payable; credits applied to completed or accepted services are non-refundable; and any unused credits are dealt with under the rollover provisions above.
4. Accrued rights and obligations are not affected by termination.

11. General

1. Disputes. Before commencing proceedings (other than for urgent injunctive relief), a party must first meet with a senior representative of the other to try, in good faith, to resolve the dispute, and failing resolution, refer it to mediation, with the costs of mediation shared equally.
2. Governing law. These terms are governed by the laws of New South Wales, and each party submits to the exclusive jurisdiction of the courts of that State.
3. GST. GST, where applicable, is payable in addition to the price and at the same time.
4. Notices. Notices must be in writing and may be sent by post or email, and are taken to be received 48 hours after posting or at the time of transmission by email.
5. Severance. If any provision is unenforceable or invalid, it is read down as narrowly as necessary to be valid, or severed, and the remaining provisions continue.
6. Survival. The provisions relating to pricing and credits, intellectual property, liability, confidentiality, and these general terms survive termination or expiry.

---

These terms are published by Verdaniq Pty Ltd. Specific engagements are governed by these terms together with the applicable Schedule. For an engagement-specific proposal, contact info@verdaniq.com.