Terms of service.

1. About these terms

These terms govern your use of the veleria.com.au website and set out the standard basis on which Veleria ("Veleria", "we", "us", "our") provides software development services to clients ("you", "your").

Each project is also governed by its written quote and any project agreement we provide. Where a quote or project agreement conflicts with these terms, the quote or project agreement applies for that project, to the extent of the inconsistency.

By engaging us, including by accepting a quote in writing, paying a deposit, or instructing us to begin work, you agree to these terms.

If you are entering into an agreement on behalf of a company or other entity, you confirm that you have authority to bind that entity, and "you" means that entity.

2. Definitions

In these terms:

• Deliverables means the software, code, designs, documentation and other materials we create for you under a quote.
• Project Agreement means any written scope, proposal, statement of work or agreement we provide for a specific project.
• Quote means our written quote for a defined scope of work.
• Third Party Services means software, platforms, hosting, APIs and services provided by others that the Deliverables use or rely on.
• Your Materials means content, data, images, credentials, brand assets and other materials you supply to us.

3. Scoping and quotes

Projects begin with a scoping conversation at no charge. Following that conversation we provide a written Quote describing the scope of work, the deliverables, the price and an indicative timeline.

Quotes are fixed for the scope described in them and are valid for 30 days from issue unless stated otherwise. Anything not expressly described in the Quote is outside scope.

Estimates of timing given during scoping are indicative only and are not commitments unless recorded as such in the Quote or Project Agreement.

We may decline to quote, or withdraw a Quote before it is accepted, for any reason.

4. Formation of agreement

An agreement is formed when you accept a Quote in writing, pay a deposit, or otherwise instruct us to begin work on it.

The agreement consists of the accepted Quote, any Project Agreement, and these terms.

5. Fees and payment

Unless a Quote states otherwise:

• projects require a deposit before work begins
• the balance is payable on the milestones set out in the Quote, or on completion
• invoices are payable within 7 days of issue
• payment is made by bank transfer or by the payment method stated on the invoice

Deposits secure your place in our schedule and are non-refundable once work has commenced, except as required by law.

If an invoice remains unpaid past its due date we may, on notice to you, pause work until payment is received. Timelines extend accordingly and we are not liable for delays caused by suspension under this clause.

We may charge interest on overdue amounts at the rate of 2% above the Reserve Bank of Australia cash rate, calculated daily from the due date until payment. We may also recover reasonable costs of recovering overdue amounts, including debt collection and legal costs.

Ownership of the Deliverables does not transfer to you until the project is paid in full. See clause 12.

All amounts are in Australian dollars.

6. GST

Unless expressly stated otherwise, amounts quoted are exclusive of GST. Where GST applies to a supply under these terms, you must pay the GST amount in addition to the price, on receipt of a valid tax invoice.

7. Your responsibilities

Software projects depend on both sides doing their part. You agree to:

• provide Your Materials, feedback, approvals and access in a timely way
• nominate one person with authority to give approvals and make decisions
• respond to requests for information, review or approval within a reasonable time, and within any timeframe stated in the Quote
• ensure that Your Materials are accurate, and that you have the right to provide them to us
• maintain your own accounts with Third Party Services where the project requires them
• keep your own backups of any data you provide to us

Where a delay is caused by you, including by delayed feedback, approvals, content or access, timelines extend by at least the length of the delay. Where a delay caused by you exceeds 30 days, we may treat the project as suspended and invoice for work completed to that point.

8. Changes and variations

Changes to an agreed scope are common and we are happy to accommodate them. They are handled as follows.

If you request work outside the scope described in the Quote, we will tell you before doing it, and provide a written variation setting out the additional work, cost and any timeline impact. We will not begin the additional work until you approve the variation in writing.

Small changes that do not materially affect cost or timeline may be absorbed at our discretion. That does not create an obligation to absorb others.

Where a change reduces scope, we will adjust the price for the removed work, but we are not obliged to refund work already performed.

9. Timelines

We provide indicative timelines in each Quote and update you as the project progresses.

Timelines assume timely input from you under clause 7 and are affected by matters outside our control, including Third Party Services, changes in scope and delays in approvals. Timelines are indicative rather than guaranteed unless a Quote expressly states that a date is a firm deadline.

Where we anticipate a material delay we will tell you as soon as reasonably practicable and agree a revised timeline with you.

10. Review and approval

We work in stages and present work for your review as we go.

Unless a Quote states otherwise, you have 7 days to review and either approve work or provide consolidated feedback. If we do not hear from you within that period, we may treat the work as approved and proceed.

Approved work that you later ask us to change is treated as a variation under clause 8.

11. Third Party Services

The Deliverables may rely on Third Party Services, including hosting, databases, payment processors, email providers, AI services and APIs.

You are responsible for the fees charged by Third Party Services unless a Quote expressly states that we cover them. These fees are separate from our own and may change without notice from the provider.

We do not control Third Party Services and are not responsible for their availability, performance, pricing, security practices, or changes to their terms or functionality. Where a Third Party Service changes in a way that requires work on the Deliverables, that work is a variation under clause 8.

Where we set up accounts with Third Party Services on your behalf, those accounts are yours, in your name where possible, and you are responsible for them from handover.

12. Intellectual property

Your Materials. You retain all intellectual property rights in Your Materials. You grant us a licence to use them for the purpose of performing the project.

Deliverables. On full payment of all amounts owing for a project, we assign to you all intellectual property rights in the Deliverables created specifically for you under that project. Until full payment, we retain those rights and you have no licence to use the Deliverables in production.

Our pre-existing materials. We retain ownership of our own pre-existing tools, libraries, frameworks, components, know-how and general methods, including anything we developed before the project or independently of it. Where the Deliverables incorporate any of these, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use them as part of the Deliverables. This licence does not permit you to extract them for use in other products or to license them to others separately.

Open source and third party components. The Deliverables may include open source or third party components licensed under their own terms. Those components are not assigned to you and remain subject to their own licences, which we will identify on request. We select components we reasonably believe are appropriately licensed for your use.

Skills and experience. Nothing in these terms restricts our right to use the general skills, knowledge and experience gained during a project.

13. Confidentiality

Each party may receive confidential information from the other. Each party agrees to keep the other’s confidential information confidential, to use it only for the purposes of the project, and to disclose it only to personnel and subcontractors who need it and are bound by equivalent obligations.

These obligations do not apply to information that is public through no fault of the receiving party, was already known to the receiving party, is independently developed, or is required to be disclosed by law.

These obligations survive the end of the agreement. Where you require a separate non-disclosure agreement, we are happy to sign a reasonable one.

14. Data and privacy

Our handling of personal information is described in our Privacy Policy, which forms part of these terms.

Where we access or process personal information held in your systems, we do so on your instructions and only to the extent needed to deliver, test and support the Deliverables. You remain the entity responsible for that information and for meeting your own obligations under the Privacy Act 1988 (Cth) and any other applicable law.

You are responsible for ensuring you have the right to give us access to any data you provide or make available to us.

We will return or delete working copies of your data and revoke our access at the end of an engagement, on your request, or when the data is no longer needed.

15. Security

We take reasonable steps to protect your systems and data, including encrypted connections, access controls, two factor authentication on core accounts, least privilege access and keeping dependencies patched.

No system is completely secure. We do not warrant that the Deliverables will be free from all vulnerabilities, and we are not liable for security incidents arising from matters outside our reasonable control, including vulnerabilities in Third Party Services, your own systems or practices, or actions of third parties.

Where we identify a security issue in work we have delivered, we will tell you promptly and work with you on a remedy.

16. Testing, acceptance and defect period

We test the Deliverables before delivery. On delivery, you have the review period described in clause 10 to test them and report any defect, meaning a material failure of the Deliverables to perform as described in the Quote.

We will remedy reported defects at no charge for a period of 30 days from the date the Deliverables go live, unless a longer period is stated in the Quote.

The defect period does not cover:

• changes to requirements, or work outside the agreed scope
• issues caused by Your Materials, your systems, or changes made by you or others
• issues caused by Third Party Services
• general maintenance, updates, new features or performance tuning beyond what was scoped

Work outside the defect period is quoted separately or covered by a support arrangement under clause 17.

17. Support, maintenance and hosting

Ongoing support, maintenance and hosting are not included in a project price unless a Quote expressly says so. Where you engage us for ongoing support, the scope, response times and fees are set out in a separate written arrangement.

Support arrangements may be terminated by either party on 30 days written notice unless stated otherwise.

Where we host on your behalf, hosting continues while fees are paid. If hosting fees remain unpaid, we may suspend hosting on reasonable notice. We will provide you with a copy of your data and code on request, and we will not withhold your data because of a dispute about fees.

18. Australian Consumer Law

Nothing in these terms excludes, restricts or modifies any guarantee, right or remedy you have under the Australian Consumer Law or any other law that cannot lawfully be excluded, restricted or modified.

Where the Australian Consumer Law applies and the services are not of a kind ordinarily acquired for personal, domestic or household use, our liability for a failure to comply with a consumer guarantee is limited, at our option, to resupplying the services or paying the cost of having the services resupplied.

19. Warranties and disclaimers

We warrant that we will perform the services with due care and skill, using appropriately qualified people, and in accordance with the Quote.

Subject to clause 18, and to the extent permitted by law, we do not warrant that:

• the Deliverables will be uninterrupted, error free or free from all defects
• the Deliverables will meet requirements not described in the Quote
• any particular commercial result, ranking, traffic level, conversion rate or revenue will be achieved

Search engine rankings and visibility in particular depend on factors outside our control, including search engine algorithms, competitor activity and the age and authority of your domain. We do not guarantee any ranking or traffic outcome.

20. Limitation of liability

Subject to clause 18, and to the extent permitted by law:

• neither party is liable to the other for any indirect, consequential, special or incidental loss, or for loss of profit, revenue, business, goodwill, anticipated savings or data, however caused
• our total aggregate liability to you arising out of or in connection with a project, whether in contract, tort including negligence, statute or otherwise, is limited to the total fees paid by you to us for that project in the 12 months before the event giving rise to the liability

Each party’s liability is reduced to the extent that the other party’s acts or omissions caused or contributed to the loss.

21. Indemnity

You indemnify us against any claim, loss, damage or expense we suffer arising from:

• Your Materials, including any claim that they infringe the rights of a third party
• your breach of these terms
• your use of the Deliverables in a way not contemplated by the Quote, or in breach of any law
• data you provide to us that you did not have the right to provide

We indemnify you against any claim that the Deliverables created by us infringe the intellectual property rights of a third party, provided you notify us promptly, allow us to control the defence, and give us reasonable assistance. This indemnity does not apply to Your Materials, Third Party Services, open source components, or modifications made by anyone other than us.

22. Suspension and termination

Suspension. We may suspend work on notice if you fail to pay an invoice by its due date, fail to provide materials or approvals needed to continue, or breach these terms.

Termination for convenience. Either party may terminate a project on 14 days written notice. If you terminate, you must pay for all work performed up to the termination date, plus any non-cancellable third party costs we have committed to on your behalf. Deposits are not refundable except to the extent they exceed the value of work performed.

Termination for breach. Either party may terminate immediately if the other party commits a material breach and does not remedy it within 14 days of written notice, becomes insolvent, or has an administrator, receiver or liquidator appointed.

On termination. You must pay all amounts owing. On payment in full, we will assign the intellectual property in the Deliverables completed to that point under clause 12, and hand over the code, designs and account access for the work delivered. Clauses that by their nature should survive termination do so, including clauses 12, 13, 14, 19, 20, 21 and 26.

23. Force majeure

Neither party is liable for failure or delay in performing its obligations, other than an obligation to pay money, where the failure or delay is caused by an event outside its reasonable control, including natural disaster, pandemic, war, industrial action, failure of telecommunications or internet infrastructure, or failure of a Third Party Service.

The affected party must notify the other as soon as reasonably practicable and take reasonable steps to mitigate. If the event continues for more than 60 days, either party may terminate the affected project on written notice.

24. Subcontractors

We may engage subcontractors to perform part of the services. We remain responsible for work performed by our subcontractors and ensure they are bound by confidentiality obligations equivalent to those in clause 13.

25. Non-solicitation

During a project and for 12 months after it ends, neither party will knowingly solicit for employment or engagement any employee or contractor of the other party who was materially involved in the project, without the other party’s written consent. This does not prevent either party from making general advertisements for staff, or from hiring someone who responds to such an advertisement.

26. Publicity and portfolio

Unless you tell us otherwise in writing, we may:

• identify you as a client
• display screenshots, images and a general description of the work in our portfolio, on our website, and in proposals and social media

We will not disclose your confidential information, your data, or commercially sensitive details of the engagement in doing so. If you would prefer we do not reference the work at all, tell us and we will not.

We may include an unobtrusive credit and link in the footer of websites we build. You may ask us to remove it and we will.

27. Assignment

You may not assign or novate your rights or obligations under these terms without our written consent, which we will not unreasonably withhold. We may assign or novate our rights and obligations to a purchaser or successor of our business, on notice to you.

28. Notices

Notices under these terms must be in writing and may be sent by email to the addresses the parties have been using for the project, or to contact@veleria.com.au in our case. Notices sent by email are taken to be received on the day sent, unless the sender receives a delivery failure notification.

29. Disputes

If a dispute arises, the parties agree to first try to resolve it by discussion in good faith. Either party may escalate by giving written notice describing the dispute and the outcome sought.

If the dispute is not resolved within 21 days of that notice, the parties agree to attempt mediation before commencing proceedings, other than proceedings seeking urgent interlocutory relief or the recovery of a debt.

Nothing in this clause prevents us from recovering unpaid invoices through the ordinary process.

30. Governing law

These terms are governed by the laws of Victoria, Australia. The parties submit to the non exclusive jurisdiction of the courts of Victoria and the courts of appeal from them.

31. Website terms of use

The following applies to your use of veleria.com.au, whether or not you engage us.

The content on this website is provided for general information. It is not advice, and it does not take account of your circumstances. You should not rely on it as the only basis for a decision.

We own or are licensed to use the content, design, code, logos and branding on this website. You may view and print pages for your own use. You may not copy, republish, or use our content or branding for commercial purposes without our written permission.

Our website contains links to other sites. We do not control those sites and are not responsible for their content or practices.

We do not warrant that the website will be available without interruption or free from errors or harmful code. To the extent permitted by law, we are not liable for any loss arising from your use of, or inability to use, the website.

32. General

Entire agreement. The Quote, any Project Agreement and these terms are the entire agreement between us on their subject matter, and replace any earlier discussions, proposals or representations.

Variation. We may update these terms from time to time. The version published on this page when a Quote is accepted applies to that project. Changes do not apply retrospectively to projects already underway.

Severability. If any part of these terms is found to be unenforceable, that part is severed and the rest continues to apply.

Waiver. A failure or delay in exercising a right is not a waiver of that right.

Relationship. Nothing in these terms creates a partnership, joint venture, employment or agency relationship between the parties.

Counterparts and electronic acceptance. Acceptance by email or electronic signature is valid and binding.

33. Contact

Veleria, Melbourne, Victoria, Australia.

• Email: contact@veleria.com.au
• Phone: 0478 333 107
• Web: veleria.com.au