Terms and Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "you," "your") and VRTX Labs Pty Ltd (ABN to be registered) ("VRTX Labs," "Company," "we," "our," or "us"), governing your access to and use of the VRTX Labs website located at vrtxlabs.tech (the "Site") and any related services, including consulting, development, and technology services (collectively, the "Services").

By accessing or using the Site or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case the terms "you" or "your" shall refer to such entity.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND SERVICES AND MUST DISCONTINUE USE IMMEDIATELY.

2. Definitions

For the purposes of this Agreement:

• "Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of 50% or more of the voting shares or equivalent ownership interest.
• "Client" means any person or entity that engages VRTX Labs under a Statement of Work or Service Agreement.
• "Confidential Information" means all non-public information disclosed by either party to the other that is designated as confidential or that reasonably should be understood to be confidential.
• "Deliverables" means the work product, materials, reports, code, documentation, or other outputs produced by VRTX Labs as specified in a Statement of Work.
• "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights.
• "Services" means consulting, development, advisory, and related technology services provided by VRTX Labs.
• "Statement of Work" or "SOW" means a document describing the specific scope, deliverables, timeline, and fees for a particular engagement.

3. Eligibility and User Representations

3.1 Eligibility

The Site and Services are intended for users who are at least 18 years of age. By using the Site or Services, you represent and warrant that you meet all eligibility requirements.

3.2 User Representations

By using the Site and Services, you represent and warrant that:

• All information you submit is true, accurate, current, and complete
• You will maintain the accuracy of such information and promptly update it as necessary
• You have the legal capacity and agree to comply with these Terms
• You are not located in a country that is subject to a government embargo or that has been designated by any government as a "terrorist supporting" country
• You are not listed on any government list of prohibited or restricted parties
• You will not use the Site or Services for any illegal, unauthorized, or harmful purpose
• Your use of the Site and Services will not violate any applicable law, regulation, or third-party rights

4. Description of Services

4.1 Services Overview

VRTX Labs provides artificial intelligence, machine learning, software development, and technology consulting services. Our services may include, but are not limited to:

• AI and machine learning strategy consulting
• Custom AI/ML model development and deployment
• Software architecture and development
• Process automation and optimization
• Technical advisory and roadmap planning
• Training and knowledge transfer

4.2 Statement of Work

The specific scope, deliverables, timelines, acceptance criteria, and fees for any engagement shall be set forth in a separate Statement of Work (SOW) or Service Agreement mutually agreed upon by VRTX Labs and the Client. Each SOW shall be subject to these Terms and shall form part of this Agreement.

4.3 Changes to Services

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time. For ongoing engagements, any material changes to Services will be communicated to affected Clients with reasonable notice.

5. Fees and Payment Terms

5.1 Fees

Fees for Services shall be as specified in the applicable Statement of Work or Service Agreement. Unless otherwise stated, all fees are quoted in Australian Dollars (AUD) and are exclusive of applicable taxes.

5.2 Payment Terms

• Payment terms shall be as specified in the applicable SOW, or if not specified, net 14 days from invoice date
• VRTX Labs may require deposits or milestone payments for certain engagements
• Payment may be made by bank transfer, credit card, or other methods as agreed
• All payments shall be made in full without any deduction or set-off

5.3 Late Payments

If payment is not received by the due date, VRTX Labs reserves the right to:

• Charge interest on overdue amounts at a rate of 2% per month (or the maximum rate permitted by law, whichever is lower)
• Suspend or terminate Services until payment is received
• Recover all costs of collection, including reasonable legal fees

5.4 Taxes

Client shall be responsible for all applicable taxes, including GST/VAT, arising from the Services. VRTX Labs will include GST on invoices where applicable under Australian tax law.

6. Intellectual Property Rights

6.1 VRTX Labs Property

The Site, including its entire contents, features, and functionality (including all information, software, text, displays, images, graphics, video, and audio, and the design, selection, and arrangement thereof) are owned by VRTX Labs, its licensors, or other providers of such material and are protected by Australian and international copyright, trademark, patent, trade secret, and other intellectual property laws.

6.2 Pre-Existing Intellectual Property

Each party retains all rights to its pre-existing intellectual property. Nothing in this Agreement transfers ownership of any pre-existing intellectual property from one party to the other.

6.3 Deliverables

Unless otherwise specified in a Statement of Work:

• Upon full payment, Client shall receive a non-exclusive, perpetual, worldwide license to use the Deliverables for Client's internal business purposes
• VRTX Labs retains ownership of all methodologies, frameworks, tools, know-how, and generic components used or developed in the course of providing Services
• VRTX Labs may use and incorporate generic learnings and methodologies in future engagements

6.4 Feedback

If you provide any feedback, suggestions, or ideas regarding the Site or Services, you hereby assign all rights in such feedback to VRTX Labs. We shall be free to use such feedback for any purpose without compensation or attribution to you.

7. Confidentiality

7.1 Obligations

Each party agrees to:

• Hold the other party's Confidential Information in strict confidence
• Not disclose Confidential Information to any third party without prior written consent
• Use Confidential Information only for the purposes of this Agreement
• Protect Confidential Information using the same degree of care used to protect its own confidential information, but no less than reasonable care

7.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party prior to disclosure without confidentiality restrictions
• Is independently developed by the receiving party without use of Confidential Information
• Is lawfully received from a third party without confidentiality restrictions
• Is required to be disclosed by law, provided that the receiving party gives prompt notice and cooperates with any efforts to obtain protective treatment

7.3 Duration

Confidentiality obligations shall survive for a period of 5 years following the termination of this Agreement, or longer for trade secrets as required by applicable law.

8. Prohibited Activities

You may not access or use the Site or Services for any purpose other than that for which we make them available. As a user of the Site and Services, you agree not to:

• Systematically retrieve data or content from the Site to create a collection, compilation, database, or directory without written permission
• Make any unauthorized use of the Site or Services, including collecting usernames/email addresses for sending unsolicited emails or creating user accounts by automated means
• Circumvent, disable, or interfere with security-related features of the Site
• Engage in unauthorized framing of or linking to the Site
• Trick, defraud, or mislead us or other users
• Attempt to impersonate another user or use another user's account
• Sell or transfer your account or any rights under this Agreement
• Interfere with, disrupt, or create an undue burden on the Site or networks connected to the Site
• Attempt to bypass measures designed to prevent or restrict access to the Site
• Copy or adapt the Site's software, including but not limited to Flash, PHP, HTML, JavaScript, or other code
• Upload or transmit viruses, Trojan horses, or other malicious code
• Use the Site or Services in violation of applicable laws or regulations
• Use the Site or Services to compete with VRTX Labs or for unauthorized commercial purposes

9. Disclaimer of Warranties

THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

To the fullest extent permitted by applicable law, VRTX Labs disclaims all warranties, express or implied, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement
• Warranties that the Site or Services will meet your requirements
• Warranties that the Site or Services will be uninterrupted, timely, secure, or error-free
• Warranties regarding the accuracy or reliability of any information obtained through the Site or Services
• Warranties that defects will be corrected

Any advice or information obtained from VRTX Labs or through the Site or Services shall not create any warranty not expressly stated in these Terms.

10. Limitation of Liability

10.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VRTX LABS, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION:

• Loss of profits, revenue, or business
• Loss of data or goodwill
• Business interruption
• Cost of substitute goods or services
• Any other intangible losses

This exclusion applies regardless of the theory of liability (contract, tort, strict liability, or otherwise), even if VRTX Labs has been advised of the possibility of such damages.

10.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF VRTX LABS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SITE OR SERVICES SHALL NOT EXCEED THE GREATER OF:

• The total fees paid by you to VRTX Labs in the twelve (12) months preceding the claim; or
• One hundred Australian Dollars (AUD $100)

10.3 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on you by the Australian Consumer Law or any other applicable consumer protection legislation that cannot be excluded, restricted, or modified by agreement.

11. Indemnification

You agree to defend, indemnify, and hold harmless VRTX Labs and its subsidiaries, affiliates, officers, directors, employees, agents, partners, suppliers, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of and access to the Site or Services
• Your breach of any provision of these Terms
• Your violation of any third-party right, including intellectual property or privacy rights
• Any claim that materials you provided caused damage to a third party
• Your violation of any applicable law, regulation, or rule

This indemnification obligation shall survive termination of this Agreement and your use of the Site and Services.

12. Termination

12.1 Termination by VRTX Labs

We may, in our sole discretion, terminate or suspend your access to the Site and Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.

12.2 Termination of Service Engagements

Termination of specific service engagements shall be governed by the applicable Statement of Work. Unless otherwise specified:

• Either party may terminate an SOW for convenience with 30 days written notice
• Either party may terminate immediately for material breach if the breach is not cured within 15 days of written notice
• Client shall pay for all Services performed up to the date of termination

12.3 Effect of Termination

Upon termination, your right to use the Site and Services will immediately cease. Provisions that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

13. Governing Law and Dispute Resolution

13.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Tasmania, Australia, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

13.2 Jurisdiction

You irrevocably submit to the exclusive jurisdiction of the courts of Tasmania, Australia for the resolution of any disputes arising out of or relating to this Agreement. You waive any objection to venue in these courts.

13.3 Dispute Resolution

Before initiating any court proceedings, the parties agree to attempt to resolve any dispute through good faith negotiations. If the dispute cannot be resolved within 30 days of written notice, either party may proceed to litigation.

14. Force Majeure

VRTX Labs shall not be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government actions, pandemics, epidemics, power or telecommunications failures, or internet service provider failures. In such event, VRTX Labs shall notify the affected Client promptly and shall use reasonable efforts to mitigate the effects of the force majeure event.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any applicable Statement of Work and our Privacy Policy, constitute the entire agreement between you and VRTX Labs concerning the subject matter hereof and supersede all prior or contemporaneous agreements, representations, warranties, and understandings.

15.2 Amendment

We reserve the right to modify these Terms at any time. Changes will be effective when posted on the Site. Your continued use of the Site or Services after any changes constitutes your acceptance of the revised Terms.

15.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if modification is not possible, severed. The remaining provisions shall continue in full force and effect.

15.4 Waiver

No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

15.5 Assignment

You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent. VRTX Labs may assign this Agreement in whole or in part to any affiliate or in connection with a merger, acquisition, or sale of assets.

15.6 No Partnership

Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties.

15.7 Notices

All notices under this Agreement shall be in writing and shall be deemed given when (a) delivered personally, (b) sent by confirmed email, or (c) sent by reputable overnight courier with tracking. Notices to VRTX Labs should be sent to the contact information provided in Section 16.

16. Contact Information

If you have any questions about these Terms, please contact us: