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© 2026 Asher Vose

ABN 27 540 216 065

Terms of Service

Last updated: February 2026 | Version 1.0

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Sections are grouped to reduce crowding on mobile.

Core agreement
1. Definitions2. Scope of Services3. Engagement Process
Commercial terms
4. Fees and Payment5. Service Levels6. Client Obligations
Confidentiality and legal
7. Confidentiality8. Intellectual Property9. Warranties and Disclaimers10. Limitation of Liability11. Indemnification12. Force Majeure
Closeout & resolution
13. Termination14. Dispute Resolution15. Governing Law16. Notices17. Severability18. Entire Agreement19. Contact

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Grouped by topic for quicker scanning

  1. Core agreement

    1. 1. Definitions
    2. 2. Scope of Services
    3. 3. Engagement Process
  2. Commercial terms

    1. 4. Fees and Payment
    2. 5. Service Levels
    3. 6. Client Obligations
  3. Confidentiality and legal

    1. 7. Confidentiality
    2. 8. Intellectual Property
    3. 9. Warranties and Disclaimers
    4. 10. Limitation of Liability
    5. 11. Indemnification
    6. 12. Force Majeure
  4. Closeout & resolution

    1. 13. Termination
    2. 14. Dispute Resolution
    3. 15. Governing Law
    4. 16. Notices
    5. 17. Severability
    6. 18. Entire Agreement
    7. 19. Contact

1. Definitions

  • "Consultant" means Asher Vose (ABN 27 540 216 065).
  • "Client" means the individual or entity engaging the Consultant for Services.
  • "Services" means the consulting, advisory, and technical services provided by the Consultant as described in a Statement of Work or proposal.
  • "Deliverables" means any work product, documentation, or materials produced as part of the Services.
  • "Confidential Information" means any non-public information disclosed by either party during the engagement.
2. Scope of ServicesCore engagement areas with clear exclusions to define delivery boundaries.

The Consultant provides machine learning (ML) systems consulting services including but not limited to:

  • ML infrastructure architecture and design
  • Production deployment consulting
  • System reliability and monitoring advisory
  • Technical assessments and recommendations

Exclusions: Unless explicitly agreed in writing, Services do not include:

  • Ongoing maintenance or support obligations
  • Hardware procurement or installation
  • Third-party software licensing
  • Legal, financial, or regulatory compliance advice

3. Engagement Process

  1. Initial Consultation: Discussions to understand requirements and scope.
  2. Proposal: Written proposal including scope, timeline, and fees.
  3. Acceptance: Written acceptance by Client (email confirmation is sufficient).
  4. Commencement: Services begin upon acceptance and any agreed deposit.
4. Fees and PaymentAUD fees, GST treatment, payment timing, and approved expenses.
  • Fees are quoted in Australian Dollars (AUD) exclusive of GST.
  • Invoices are due within 14 days of issue unless otherwise agreed.
  • Late payments may incur interest at 2% per month.
  • Expenses incurred on behalf of the Client require prior approval and are charged at cost.
5. Service LevelsResponse, availability, and progress-update targets for engagements.

The Consultant aims to provide responsive and professional service:

  • Communication: Respond to inquiries within 3 business days.
  • Availability: Standard business hours (AEST/AEDT), Monday to Friday.
  • Progress Updates: Regular updates as agreed for ongoing engagements.

Note: These are service targets, not guarantees. Availability may vary during high-demand periods or holidays.

6. Client Obligations

To facilitate effective delivery of Services, the Client agrees to:

  • Provide timely access to necessary information, systems, and personnel.
  • Review and provide feedback on Deliverables within agreed timeframes.
  • Ensure appropriate authority to engage Services and share information.
  • Maintain backups of existing systems before implementing recommendations.
7. ConfidentialityProtection duties, disclosure limits, and carve-outs during and after engagement.

Both parties agree to protect Confidential Information disclosed during the engagement:

  • Use Confidential Information only for purposes of the engagement.
  • Not disclose to third parties without prior written consent.
  • Apply reasonable security measures to protect such information.
  • Obligations continue for 3 years after engagement ends.

Exceptions: Information that is publicly available, independently developed, or required to be disclosed by law.

8. Intellectual PropertyOwnership splits between pre-existing IP, work product, and reusable methods.

Pre-existing IP

Each party retains ownership of intellectual property existing before the engagement.

Work Product

Upon full payment, Client owns Deliverables created specifically for them.

Tools & Methods

Consultant retains rights to general methodologies, tools, and know-how.
9. Warranties and DisclaimersCore guarantee: services are delivered with reasonable skill and care; no warranty of business outcomes.

Consultant warrants that:

  • Services will be performed with reasonable skill and care.
  • Consultant has the right to provide the Services.

Disclaimer: Except as expressly stated, all warranties are excluded to the maximum extent permitted by law. The Consultant does not guarantee specific business outcomes, performance improvements, or return on investment.

10. Limitation of LiabilityLiability is capped to fees paid, with limited exceptions required by law.

To the maximum extent permitted by law:

  • The Consultant's total liability for any claim is limited to the fees paid for the Services giving rise to the claim.
  • Neither party is liable for indirect, consequential, special, or punitive damages, including loss of profits, revenue, data, or business opportunities.

This limitation does not apply to liability that cannot be excluded by law, including liability for fraud or gross negligence.

11. IndemnificationClient indemnifies for claims arising from scope breaches, misuse, and third-party impacts.

The Client agrees to indemnify and hold harmless the Consultant from any claims, damages, or expenses arising from:

  • Client's use of Deliverables beyond their intended scope.
  • Client's breach of these Terms.
  • Third-party claims relating to Client's products or services.
12. Force MajeureNo party is liable for events outside their reasonable control.

Neither party is liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to natural disasters, government actions, pandemics, or infrastructure failures.

The affected party must notify the other party promptly and use reasonable efforts to mitigate the impact.

13. TerminationEither party may end the engagement with notice; immediate termination for material breach or insolvency.

By either party: 14 days written notice for convenience.

Immediate termination: Either party may terminate immediately if the other party:

  • Materially breaches these Terms and fails to remedy within 14 days of notice.
  • Becomes insolvent or enters administration.

Effect of termination: Client pays for Services rendered to date. Confidentiality and limitation of liability provisions survive termination.

14. Dispute ResolutionDisputes should move through negotiation, then mediation, then Queensland courts if unresolved.

The parties agree to attempt to resolve any dispute through:

  1. Negotiation: Direct discussions in good faith for 14 days.
  2. Mediation: If negotiation fails, mediation in Brisbane, Queensland.
  3. Litigation: If mediation fails, courts of Queensland, Australia.

15. Governing Law

These Terms are governed by the laws of Queensland, Australia. Both parties submit to the exclusive jurisdiction of the courts of Queensland.

16. Notices

Notices under these Terms must be in writing and sent to:

Consultant:
Asher Vose
Email: [email protected]

Notices sent by email are deemed received on the next business day.

17. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.

18. Entire Agreement

These Terms, together with any proposal or Statement of Work, constitute the entire agreement between the parties. Any amendments must be in writing and signed by both parties.

19. Contact

For questions about these Terms, contact:

Asher Vose
ABN: 27 540 216 065
Email: [email protected]