Consultancy Client Agreement

1. Parties and application

This Consultancy Client Agreement ("Agreement") is between Neutrino Pty Ltd ABN 25 784 969 604 ("Neutrino", "we", "us") and the contracting business identified in an executed Statement of Work ("Client", "you").

This Agreement applies to post-assessment fixed-price build work only. It does not apply to the Ideas Network marketplace (see Marketplace Platform Agreement).

2. Statements of Work and order of precedence

Scope, deliverables, fees, timelines, and acceptance criteria are defined exclusively in a Statement of Work ("SOW") executed by both parties. Work does not commence until the deposit in the SOW is paid and this Agreement is accepted.

If there is inconsistency: the SOW prevails for scope, fees, and timelines; this Agreement prevails for liability, IP, confidentiality, termination, and dispute resolution unless the SOW expressly overrides.

3. Fees and payment

• Fixed price as stated in the SOW (GST exclusive or inclusive as specified).
• Default schedule: 50% deposit to commence; balance on acceptance/handover. Larger SOWs may use tiered milestones as specified.
• Work commences only after deposit clears.
• Final invoice due net 7 or net 14 days from acceptance (as stated in SOW).
• We may suspend work for overdue amounts and charge interest at the Penalty Interest Rate.
• On Client cancellation before delivery, deposit is credited toward the fixed fee; we retain costs incurred plus reasonable wind-down, capped at the deposit amount; balance refunded if applicable.

4. Client obligations

You will provide timely access, decisions, content, and licences for materials you supply. Delays may extend timelines.

5. Deliverables, UAT, and acceptance

• We deliver per the SOW acceptance criteria schedule.
• You have 10 business days from delivery to conduct UAT and notify defects in writing.
• Silence within the UAT window constitutes deemed acceptance.
• Credentials, source code, admin access, and documentation are released only after final payment clears.
• 60-day warranty from acceptance for defects (not enhancements or new scope).

6. Change control

Out-of-scope work requires a written Change Request signed by both parties with additional fixed fee and timeline adjustment before work proceeds.

7. Intellectual property

• On full final payment, we assign to you bespoke deliverables created under the SOW, excluding our Background IP.
• We retain Background IP (tools, frameworks, methods, pre-existing code). You receive a perpetual, royalty-free, non-exclusive licence to use Background IP embedded in deliverables as needed to use the deliverables.
• Open-source and third-party components are disclosed in the SOW and licensed per their terms.
• You warrant you have rights to materials you provide.

8. Limited IP indemnity

We indemnify you against third-party claims that our original deliverables infringe IP, capped at fees paid under the SOW, excluding client materials, your specifications, OSS/third-party components, and claims where you continued use after notice. You must notify us promptly; we control defence and settlement.

9. Liability

To the maximum extent permitted by law, our aggregate liability under a SOW is capped at total fees paid under that SOW. We exclude consequential loss (lost profit, revenue, data, business interruption). Fraud and wilful misconduct are not capped.

Nothing excludes non-excludable rights under the Australian Consumer Law.

10. Indemnity (Client)

You indemnify us against claims arising from your materials, unlawful use, or instructions that cause infringement or breach of law.

11. Subcontractors

We may use subcontractors for overflow work. We remain responsible to you. Subcontractors are bound by our Consultancy Subcontractor Agreement including IP assignment to Neutrino.

12. Force majeure

Neither party is liable for delay or failure due to events beyond reasonable control (including pandemic, government action, utility failure, supplier failure). If such event continues beyond 60 days, either party may terminate the affected SOW on written notice; you pay for work performed to date.

13. Termination

Either party may terminate for material breach not cured within 14 days of notice, or on insolvency events. On termination you pay for work performed and committed costs per the SOW.

14. Confidentiality

Mutual confidentiality for 3 years from disclosure, except as required by law or with consent.

15. Privacy

Our Privacy Policy applies.

16. Overseas clients

If you are outside Australia, you confirm you contract for business purposes, are responsible for local compliance (tax, import, standards), and submit to Victoria, Australia law and courts.

17. Dispute resolution

Disputes: negotiate in good faith → mediation under ACICA Mediation Rules (Melbourne) → if unresolved within 60 days, arbitration under ACICA Arbitration Rules (Melbourne) or courts of Victoria.

18. Australian Consumer Law

Nothing in this Agreement excludes, restricts, or modifies guarantees or remedies that cannot be excluded under the Australian Consumer Law.

19. Contact

legal@neutrino.au · support@neutrino.au