Varnfield Technology Consulting (VTC) Terms & Conditions

1. Introduction

These Terms & Conditions (“T&Cs”) govern the provision of services by Varnfield Technology Consulting (“VTC”), an independent IT consultancy based in Queensland, Australia. By engaging VTC’s services, the Client agrees to be bound by these T&Cs.

2. Definitions

    • Client: The individual or entity engaging VTC for services.
    • Services: The IT consultancy services provided by VTC as outlined in the Scope of Services.
    • Agreement: The contract formed between VTC and the Client, incorporating these T&Cs and any relevant proposals or statements of work.

3. Scope of Services

VTC offers a range of IT consultancy services, including but not limited to:

    • Telstra Channel Partner Services:
      • Telstra RFP Preparation
      • Telstra SD-WAN Ordering Assistance
      • Telstra Network Analysis
    • Direct Client Services:
      • Network Design
      • Vendor Management
      • RFP Preparation
      • Technical Consulting

The specific services to be provided will be detailed in a separate proposal or statement of work agreed upon by both parties.

4. Engagement Terms

    • Commencement: The Agreement commences on the date both parties sign the proposal or statement of work.
    • Duration: The duration of the engagement will be specified in the proposal or statement of work.
    • Termination: Either party may terminate the Agreement with 30 days’ written notice. Termination for cause may occur if there is a material breach of the Agreement.

5. Payment Terms

    • Fees: Fees for services will be outlined in the proposal or statement of work.
    • Invoicing: VTC will invoice the Client monthly unless otherwise agreed.
    • Payment Due: Payments are due within 14 days of the invoice date.
    • Late Fees: Overdue payments may attract a late fee of 2% per month.

6. Intellectual Property

    • Ownership: All intellectual property developed by VTC during the engagement remains the property of VTC until full payment is received. Upon full payment, ownership transfers to the Client.
    • License: VTC grants the Client a non-exclusive, non-transferable license to use the deliverables for their intended purpose.

7. Liability & Disclaimers

    • Exclusion of Consequential Damages: VTC is not liable for any indirect or consequential damages, including but not limited to loss of profit, revenue, or data, arising from the services provided.

8. Confidentiality & Data Protection

    • Confidentiality: Both parties agree to keep confidential information private and not disclose it to third parties without prior consent.
    • Data Protection: VTC will handle personal information in accordance with the Privacy Act 1988 (Cth) and relevant Queensland legislation.

9. Compliance with Telstra Frameworks

For services provided to Telstra Channel Partners, VTC will adhere to Telstra’s compliance requirements, including governance, security, and ethical standards, as outlined in the Telstra Supplier Code of Conduct and Telstra Group Policies.

10. Referral Fee Policy

10.1 Applicability

If an end customer engages Varnfield Technology Consulting (VTC) for new services after an introduction facilitated by a Telstra Channel Partner, and the engagement occurs within the active contract period of the original Telstra-managed solution, VTC commits to compensating the introducing partner with a referral fee.

10.2 Fee Structure

The referral fee shall be calculated as 10% of the net revenue generated from the new engagement. Payment will be processed within 30 days of VTC receiving payment from the end customer.

10.3 Exclusions

This referral fee policy does not apply in the following circumstances:

      • The end customer engagement occurs after the expiration of the Telstra-managed service contract resulting from the original introduction.
      • The end customer independently engages VTC through a separate channel, unrelated to the original Telstra Partner introduction.

11. Insurance

VTC maintains Professional Indemnity and Public Liability Insurance to cover its consultancy services. Proof of insurance can be provided upon the Client’s request.

12. Subcontracting and Assignment

VTC reserves the right to subcontract or assign any part of the services to qualified third parties, provided that such subcontracting does not affect the quality or delivery of services to the Client.

13. Completion of Services

13.1 Definition of Completion

A project or service engagement undertaken by Varnfield Technology Consulting (VTC) will be deemed complete when the following conditions are met:

(a) Deliverables 

All agreed-upon deliverables, as outlined in the proposal or statement of work, have been provided to the Client.

(b) Acceptance Testing (if applicable)

If the engagement requires acceptance testing, the Client confirms that the deliverables meet the agreed specifications, or testing has been conducted with successful results.

(c) Documentation

 Any necessary reports, network diagrams, configurations, or other required documentation have been delivered.

(d) Client Review Period

The Client will have a specified period from the date of delivery of final deliverables to review and raise any concerns in writing:

              • For standard or simple projects (e.g., consulting advice, minor configurations, or reports), the Client will have 7 days to review and provide written feedback.
              • For complex projects (e.g., multi-site network designs, full system implementations, or projects requiring extensive validation), the Client will have 14 days to review and provide written feedback.
              • If no written concerns are raised within the specified period, the project is deemed automatically accepted and considered complete.

13.2 Automatic Acceptance

(a) If the Client does not provide written notice of any deficiencies within the applicable Client Review Period, the project will be deemed automatically accepted and considered complete.
(b) Any minor issues that do not materially impact functionality shall not be grounds for withholding acceptance or delaying final payment.

13.3 Payment Obligation Upon Completion

(a) Upon successful completion, the final invoice will be issued, and payment must be made in accordance with the agreed Payment Terms (Clause 5).
(b) The Client cannot withhold or delay payment based on subjective preferences or requested modifications beyond the agreed scope of work.

13.4 Change Request Handling

(a) Any requests for modifications, enhancements, or additional work after the project has been deemed complete will be treated as a separate engagement and will require a new scope of work with associated fees.
(b) Any changes must be documented and agreed upon in writing before work commences.

14. Force Majeure

VTC is not liable for any delays or failures in performance resulting from events beyond its reasonable control, including but not limited to natural disasters, pandemics, or governmental actions.

15. Governing Law and Dispute Resolution

This Agreement is governed by the laws of Queensland, Australia. Any disputes arising under or in connection with this Agreement shall first be addressed through mediation. If mediation fails, the dispute shall be resolved in the courts of Queensland.

16. Amendments

Any amendments to these T&Cs must be in writing and signed by both parties.

17. Entire Agreement

These T&Cs, along with any proposals or statements of work, constitute the entire agreement between VTC and the Client, superseding all prior agreements or understandings.