Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you") and NumLogic ("NumLogic", "we", "us") governing your access to and use of the NumLogic website and staff augmentation services. Specific engagement terms will be further detailed in individual Service Agreements.

01 Definitions

• "NumLogic" means the entity operating numlogic.com, an Australian-based staff augmentation agency.
• "Client" means any individual, company, or organisation that engages NumLogic's services or accesses the website.
• "Talent" means engineers, SEO specialists, business analysts, and other professionals placed by NumLogic.
• "Engagement" means the period during which Talent is actively working with a Client.
• "Service Agreement" means the specific written agreement executed between NumLogic and a Client for a particular engagement.
• "Retainer" means the monthly fee paid by the Client for the Talent's services.

02 Our Services

NumLogic provides staff augmentation services, which means we source, vet, and introduce skilled remote professionals who integrate directly into a Client's team. Our core services include:

• Dedicated remote software development teams (.NET, React, Angular, SQL Server/PostgreSQL)
• SEO and digital marketing specialists
• Business analysts and product discovery consultants

NumLogic acts as an introducer/broker. All Talent remains engaged under contract between NumLogic and the individual. The Client does not enter into a direct employment or contractor relationship with the Talent.

03 Engagement & Onboarding

Discovery & Matching

Engagements begin with a free discovery call to understand the Client's requirements. NumLogic will propose suitable Talent within 24–48 hours. The Client is entitled to interview Talent profiles before committing.

Trial Period

Where agreed in writing, a trial period (typically 5–10 business days) may be offered at a pro-rated rate to allow both parties to assess fit before committing to a full monthly retainer.

Commencement

An Engagement commences upon execution of the Service Agreement and receipt of the first Retainer payment (or written confirmation of payment terms). NumLogic will coordinate introductions, tool access, and initial onboarding within 48 hours of commencement.

Client Obligations

The Client agrees to:

• Provide timely access to required tools, systems, and stakeholders
• Treat all Talent with professional respect and in accordance with applicable workplace standards
• Not solicit, circumvent, or directly employ any Talent introduced by NumLogic for a period of 12 months after the Engagement ends without NumLogic's prior written consent and payment of a placement fee
• Comply with applicable data protection and privacy laws when sharing data with Talent

04 Payment Terms

Retainer Structure

Fees are specified in the individual Service Agreement. All fees are quoted and payable in USD unless otherwise agreed in writing. Retainers are billed monthly, in advance, at the start of each billing cycle.

Payment Method

Accepted payment methods include bank transfer (international wire) and other methods specified in the Service Agreement. All banking details will be provided on legitimate NumLogic invoices only.

Late Payment

Invoices are due within 14 days of issue. Late payments may incur interest at 2% per month on the outstanding balance. NumLogic reserves the right to suspend the Engagement if payment is overdue by more than 21 days, with written notice.

Taxes

All fees are exclusive of applicable taxes, levies, or duties. Clients are responsible for any withholding tax obligations under their local law. GST (10%) applies to Australian-based Clients where applicable under Australian tax law.

Refunds

Due to the nature of staff augmentation services (time-based resourcing), retainer fees are generally non-refundable once a billing period has commenced. Exceptions may be granted at NumLogic's sole discretion in cases of significant underperformance, as documented in writing.

05 Intellectual Property

Client Owns All Work Product

IP Assignment

NumLogic will ensure that Talent executes appropriate IP assignment agreements as part of their engagement contracts. Specific IP terms will be confirmed in the Service Agreement.

Pre-existing IP

Any tools, frameworks, libraries, or methodologies that are pre-existing IP owned by Talent or third parties (including open-source components) remain the property of their respective owners. Their use is subject to applicable open-source or licensing terms.

NumLogic Website & Brand

All content, trademarks, logos, and materials published on numlogic.com are the intellectual property of NumLogic and may not be reproduced, distributed, or used without explicit written permission.

06 Confidentiality & NDA

Both parties agree to keep confidential any non-public information received from the other party in connection with an Engagement ("Confidential Information"). This includes business strategies, technical architecture, client data, financial information, and personnel matters.

Obligations

• Confidential Information may only be used for the purpose of the Engagement
• It must be protected with at least the same level of care as each party uses to protect its own confidential information (and no less than reasonable care)
• It must not be disclosed to any third party without prior written consent
• Talent engaged on your project will execute individual NDAs as part of the onboarding process

These confidentiality obligations survive the termination of the Engagement for a period of five (5) years.

Exclusions

Confidentiality obligations do not apply to information that: (a) was already publicly known; (b) was independently developed; (c) was received from a third party without restriction; or (d) is required to be disclosed by law or court order.

07 Warranties & Representations

NumLogic Warrants

• That Talent introduced will have the skills and experience represented in their profiles
• That it has the right to enter into Service Agreements and provide the services described
• That Talent will work diligently during agreed hours and in a professional manner
• That if a Talent proves unsuitable within the first 10 business days, NumLogic will use commercially reasonable efforts to provide a replacement at no additional cost

Client Warrants

• That it has the authority to enter into Service Agreements on behalf of its organisation
• That it will use the services only for lawful business purposes
• That all information provided to NumLogic is accurate and complete

Disclaimer

Except as expressly stated above, NumLogic provides services on an "as is" basis. We do not warrant that the services will meet every specific requirement or that results will be guaranteed. Individual outcomes depend on many factors outside NumLogic's control, including the Client's project management and business context.

08 Limitation of Liability

NumLogic shall not be liable for any:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, business opportunity, or goodwill
• Damages arising from the Client's use or inability to use the services
• Actions or omissions of individual Talent that fall outside NumLogic's reasonable control
• Security breaches or data loss occurring on the Client's own systems

Nothing in these Terms limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded by law.

Australian Consumer Law

If the Australian Consumer Law (Competition and Consumer Act 2010) applies to a supply of services, certain statutory guarantees may apply that cannot be excluded. These Terms do not purport to exclude any such mandatory rights.

09 Termination

Termination by Either Party

Either party may terminate an Engagement by providing 30 days' written notice. Notice must be provided via email to the designated contact of each party.

Termination for Cause

Either party may terminate immediately (without the 30-day notice period) if the other party:

• Materially breaches these Terms or the Service Agreement and fails to remedy the breach within 10 business days of written notice
• Becomes insolvent, enters liquidation, or ceases to carry on business
• Engages in illegal conduct, harassment, or fraud

Effect of Termination

• All fees accrued up to the termination date are due and payable
• During the notice period, Talent will continue to fulfill their duties and the Client will continue to pay the Retainer
• Confidentiality and IP ownership obligations survive termination
• NumLogic will assist with a reasonable handover of work in progress

Non-Solicitation

The Client agrees not to directly solicit, hire, or engage any Talent introduced by NumLogic (directly or through any other agency) for a period of 12 months following the end of the Engagement, without prior written consent from NumLogic. A placement/finder's fee equivalent to three (3) months of the applicable retainer rate will be charged if this clause is breached.

10 Website Use

Acceptable Use

By accessing numlogic.com, you agree not to:

• Attempt to gain unauthorised access to any part of the website or its infrastructure
• Use automated tools to scrape, crawl, or harvest content without permission
• Transmit any viruses, malware, or other harmful code
• Use the website for any unlawful purpose
• Impersonate NumLogic or any of its personnel

Third-Party Links

Our website may contain links to third-party websites. We are not responsible for the content, privacy practices, or terms of those websites. Links are provided for convenience only and do not imply endorsement.

Availability

We strive to keep numlogic.com available at all times but do not guarantee uninterrupted access. We may take the site offline for maintenance without prior notice.

11 Governing Law & Dispute Resolution

Governing Law

These Terms and any Service Agreement are governed by the laws of Australia. Where the Client is based in a different jurisdiction, Australian law shall still apply as the governing law of the contract, without regard to its conflict of laws provisions.

Dispute Resolution

In the event of a dispute, the parties agree to:

1. Good-faith negotiation: The parties will first attempt to resolve the dispute through direct, good-faith communication within 21 days of one party notifying the other of the dispute.
2. Mediation: If negotiation fails, the parties agree to attempt mediation through a mutually agreed mediator in Australia before commencing legal proceedings.
3. Litigation: If mediation fails, any legal proceedings shall be commenced in the courts of Australia, and both parties consent to the non-exclusive jurisdiction of those courts.

Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited to the minimum extent necessary, and all other provisions will remain in full force and effect.

Entire Agreement

These Terms, together with any executed Service Agreement, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior agreements, representations, and understandings.

12 Contact

For any questions about these Terms, or to execute a Service Agreement, please contact us: