Terms of Service
Effective Date: December 2, 2025
Governing Jurisdiction: South Australia, Australia
Service Provider ("The Consultant"): Aureus Solutions (ABN: 59 608 064 589)
Client: The entity engaging the Consultant for services.
Scope of Agreement
These Terms of Service govern the engagement between the Consultant and the Client for the provision of specialized technical consulting services, including those detailed under Aureus Accelerate, Aureus Deploy, Aureus Forge and Aureus Labs (collectively, "the Services"). The specific details, timelines, deliverables, and fees for any engagement will be defined in a separate Statement of Work (SOW), which, once executed, shall incorporate these ToS.
Services, Consultant's Obligations, and Client's Responsibilities
2.1. Services
The Services provided may include, but are not limited to: Microsoft 365 optimisation and governance reviews, Azure infrastructure and migration services, Power Platform automation and application development, bespoke solution architecture and delivery, proof of concept and discovery engagements, and technical advisory.
2.2. Consultant's Obligations
The Consultant agrees to perform the Services in a professional manner, utilising expertise in the field of solution architecture, operational improvement, and Microsoft platform delivery, and adhering to the methodology outlined in the agreed-upon SOW.
2.3 Client's Responsibilities
The Client is responsible for:
Providing timely access to all necessary data, systems (e.g., M365 environments, Azure subscriptions, APIs, databases), personnel, and technical information required for the Consultant to perform the Services.
Ensuring the necessary licences (e.g., Microsoft 365, Power Platform, Azure) are procured and active for all personnel and solutions deployed.
Timely review and sign-off on deliverables, including User Acceptance Testing (UAT) documents and Solution Design Blueprints.
Designating a primary point of contact with sufficient authority to make decisions and provide approvals in a timely manner.
Fees and Payment Terms
3.1 Fees
Fees for the Services will be specified in the SOW, typically structured as fixed-price packages (for Accelerate and Deploy), time-and-materials estimates (for complex Forge projects), or time-boxed fixed-fee engagements (for Labs discovery and proof of concept work). All fees are exclusive of GST, which will be charged where applicable.
3.2 Payment
Payment terms are Net 14 days from the invoice date, unless otherwise specified in the SOW. The Consultant reserves the right to suspend work or withhold final deliverables if payment milestones are not met.
3.3 Expenses
The Client shall reimburse the Consultant for pre-approved, necessary expenses incurred in providing the Services (e.g., travel), provided they are documented and submitted with an invoice.
Intellectual Property (IP) and Ownership
4.1 Client IP
All Intellectual Property owned by the Client prior to the engagement, or provided by the Client for use in the Services (e.g., internal code, brand assets, existing data models), shall remain the exclusive property of the Client.
4.2 Custom Deliverables (Forge/Deploy)
Upon final, full payment by the Client for the Services, all new Intellectual Property created specifically for the Client under the SOW (e.g., custom code, bespoke Power Apps, architecture diagrams) shall become the exclusive property of the Client. The Consultant retains the right to use the general knowledge, experience, and development techniques gained during the engagement.
4.3 Pre-existing Consultant IP
The Client acknowledges that the Consultant retains ownership of all pre-existing intellectual property, proprietary methodologies, frameworks, accelerators, templates, and reusable code libraries used to facilitate the Services across any engagement type - including Aureus Accelerate, Deploy, Forge, and Labs.
Where pre-existing Consultant IP is incorporated into a Client deliverable, the Client is granted a non-exclusive, non-transferable, perpetual licence to use those incorporated components solely for the purpose of operating the delivered solution. This licence does not extend to modification, redistribution, or use of the components in any other context without the prior written consent of the Consultant.
4.4 Aureus Labs - Proof of Concept IP
All intellectual property created during an Aureus Labs engagement, including prototypes, proof of concept applications, discovery outputs, technical assessments, and feasibility reports, shall remain the property of the Consultant until a subsequent production engagement is agreed upon and executed under a separate Statement of Work.
Upon execution of a production SOW that builds upon or incorporates the Labs outputs, ownership of the relevant Labs deliverables shall transfer to the Client in accordance with Section 4.2, subject to full payment.
Where no production engagement proceeds, the Client retains a non-exclusive, non-transferable licence to use the discovery outputs and feasibility reports for internal reference purposes only. Prototype code, working applications, and technical architectures developed during the Labs engagement remain the exclusive property of the Consultant and may not be deployed, reproduced, or distributed by the Client.
Confidentiality
Both parties agree to maintain the confidentiality of all proprietary and confidential information of the other party obtained during the engagement. This includes, but is not limited to, business strategies, technical data, pricing, and client lists. This obligation survives the termination of the engagement for a period of two (2) years.
Termination
6.1 Termination by Notice
Either party may terminate the SOW by providing 14 days’ written notice to the other party. Upon termination by notice:
The Client shall pay for all Services satisfactorily performed and expenses incurred up to the effective date of termination.
The Consultant shall deliver all completed and in-progress work product to the Client, subject to payment of outstanding fees.
6.2 Termination for Breach
A party may terminate the SOW immediately if the other party materially breaches these ToS or the SOW and fails to cure such breach within 14 days of receiving written notice.
Warranties and Liability
7.1 Warranties
The Consultant warrants that the Services will be performed with due care and skill, and in accordance with professional industry standards.
7.2 Limitation of Liability
To the maximum extent permitted by law, the Consultant shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the Services, including but not limited to loss of profit, loss of data, business interruption, or loss of anticipated savings.
The total liability of the Consultant to the Client for any claim arising out of or relating to these ToS or the SOW shall be limited to the total fees paid by the Client to the Consultant for the specific Services that gave rise to the claim.
7.3 Australian Consumer Law
Nothing in these Terms excludes, restricts, or modifies any guarantee, right, or remedy conferred on the Client by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010) or any other applicable law that cannot be excluded, restricted, or modified by agreement.
Where the Client’s remedies under the Australian Consumer Law cannot be excluded, the Consultant’s liability for breach of any non-excludable guarantee is limited, to the extent permitted by law, to the re-supply of the Services or payment of the cost of having the Services re-supplied.
DISPUTE RESULTION
In the event of any dispute arising out of or in connection with these ToS or any SOW, the parties agree to follow this process before commencing legal proceedings:
Good Faith Negotiation: The parties shall first attempt to resolve the dispute through direct negotiation between senior representatives within 14 days of written notice of the dispute.
Mediation: If the dispute is not resolved through negotiation, either party may refer the matter to mediation administered by the Resolution Institute (or a mutually agreed mediator) in Adelaide, South Australia. The costs of mediation shall be shared equally.
Court Proceedings: If mediation fails to resolve the dispute within 30 days of referral, either party may commence legal proceedings in accordance with Section 9.1.
Nothing in this clause prevents either party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction.
FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing their obligations under these ToS or any SOW where such failure or delay results from circumstances beyond the reasonable control of the affected party, including but not limited to: natural disasters, pandemic, government actions, power or internet outages, cyberattacks, or acts of terrorism.
The affected party must notify the other party promptly and take reasonable steps to mitigate the impact. If the force majeure event continues for more than 60 days, either party may terminate the affected SOW by written notice without liability.
website terms of use
The following terms apply to all visitors and users of the Aureus Solutions website (aureussolutions.com.au):
10.1 Content Ownership
All content on the Aureus Solutions website - including text, graphics, logos, images, and design - is the property of Aureus Solutions or its licensors and is protected by Australian and international intellectual property laws. Content may not be reproduced, distributed, or used for commercial purposes without prior written consent.
10.2 Accuracy of Information
The information provided on the website is for general informational purposes only. While Aureus Solutions takes reasonable steps to ensure accuracy, no warranty or representation is made that the content is complete, current, or error-free. Website content does not constitute professional advice and should not be relied upon as such.
10.3 Third-Party Links
The website may contain links to third-party websites or services. Aureus Solutions does not endorse, control, or accept responsibility for the content or practices of any third-party site.
10.4 Website Liability
To the maximum extent permitted by law, Aureus Solutions shall not be liable for any loss or damage arising from the use of, or inability to use, the website or its content, including any errors, omissions, or interruptions in service.
general provisions
11.1 Governing Law
This agreement is governed by and construed in accordance with the laws of South Australia, Australia, and the parties submit to the exclusive jurisdiction of the courts of South Australia.
11.2 Relationship of Parties
The Consultant acts as an independent contractor, and nothing in these ToS shall be construed to create a partnership, joint venture, or employer-employee relationship.
11.3 Entire Agreement
These ToS, together with the executed SOW, constitute the entire agreement between the parties and supersede all prior discussions and agreements.
11.4 Severability
If any provision of these ToS is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
11.5 Amendment
These ToS may be updated from time to time. The current version will always be available on the Aureus Solutions website. Continued engagement of Services following any update constitutes acceptance of the revised terms. Material changes will be communicated to active clients in writing.
11.6 Waiver
A failure by either party to exercise or enforce any right or provision of these ToS shall not constitute a waiver of that right or provision.