Skillbook

How Telos Works
Support Services (BAU Mode)
Development Services (BUILD Mode)
Hosting and Consumption
Blueprint
Intellectual Property
Intellectual Property Indemnity
Liability
General Terms
Confidentiality and Privacy
Termination and Disengagement
Payment Terms
Definitions

1. How Telos Works

1.1 Overview

Telos provides application support and development services through a subscription-based model. The Client purchases a monthly subscription that includes a set number of credits. These credits are used to pay for support and development work.

1.2 Credits

Credits are the unit of measurement for all work performed by Telos. As a guide, 10 credits represents approximately one day of work by an expert developer. A simple support request typically uses 1 credit.

1.3 Service Modes

BAU Mode is an ongoing support subscription that includes 20 support credits per month. Support credits reset each month and do not carry forward to subsequent months. BAU mode is designed for clients who require ongoing maintenance and support for their applications.

Build Mode is a development-focused subscription that includes 100 credits per month. Credits accumulate and are consumed as quoted development work is completed. Build mode is typically used during active development phases and may be time-limited, after which the Client may transition to BAU mode for ongoing support.

Additional Credits may be purchased at any time beyond the monthly subscription. Development credits can be applied against fixed-price quotes for development work.

1.4 Monthly Subscription

The Client is purchasing a monthly subscription that continues until cancelled by either party with 30 days' written notice. The Client will be charged monthly regardless of whether the included credits are fully utilised. The subscription may be changed between service modes with 7 days' notice.

1.5 Telos Platform

All services are delivered and managed through the Telos Platform at https://go.telosready.com. The Client must use the Telos Platform to raise all support requests, development work, and other service requests. Telos only recognises and is only obligated to perform work that has been formally raised as a ticket in the Telos Platform. Requests made via email, phone, or other channels that are not subsequently raised in the Platform do not constitute valid service requests and will not consume credits or create any obligation on Telos. The Platform provides real-time visibility of support requests, credit usage, quotes, and application documentation (the Blueprint).

1.6 Master Account

A master account will be created for the Client using an email account provided by the Client or using an application domain managed by Telos. All service accounts will be controlled by the master account.

2. Support Services (BAU Mode)

2.1 Scope

Application support provides assistance with troubleshooting and resolving usage, data, and system-related issues. Support services include:

Use of the Telos Platform, including a digital Blueprint with AI-enabled service desk
Management of application resources, services, and infrastructure
Security scanning, availability, and error monitoring
Design, planning, and testing of support and development work
Bug fixes and minor enhancements
Routine infrastructure maintenance
Meetings and planning sessions

2.2 Support Credits

The monthly subscription includes a predetermined number of support credits that reset at the beginning of each billing period and do not carry forward. Unused support credits are not refundable.

Each support request consumes one credit per issue raised, allocated when the ticket is raised regardless of resolution time.

If resolving a support request requires more than one hour of code or infrastructure changes, Telos will provide an estimate in development credits. The Client may use support credits for this work, provided Telos maintains sufficient reserves to cover the Client's ongoing monthly support needs.

2.3 Support Hours

Support services are provided during New Zealand business hours: 9:00am to 5:00pm on weekdays, excluding New Zealand public holidays. Some services are automated and may be available outside these hours; however, they will not be monitored by Telos personnel outside business hours.

2.4 Support Process

Support requests are created via the Telos Platform. The Client sets the initial priority, which may be adjusted by Telos based on the nature of the issue. Support requests are triaged by Telos AI agents before being assigned to support personnel.

2.5 Service Levels

Response and resolution times are targets only and are not guaranteed.

2.6 Platform Requirement

All support requests must be raised through the Telos Platform. Verbal requests, emails, or other communications that are not formally logged in the Platform do not constitute support requests and will not be actioned. Credit allocation and work tracking occur exclusively through the Platform.

2.7 Escalation

Urgent support requests or concerns may be escalated to: Andrew Butel, andrew@telosready.com, +64 21 511 906.

3. Development Services (BUILD Mode)

3.1 Fixed-Price Quotes

When Telos scopes development work, the Client will be issued a quote specifying the requirements and the cost in credits. Once the Client accepts the quote, the credit cost is fixed for that scope of work. Work is then completed and charged against the Client's available development credits as tickets are delivered.

3.2 Acceptance of Quotes

Quotes must be accepted by the Client before work begins. Once a quote is accepted, the requirements and credit cost are fixed. If work takes longer than initially estimated, the credit cost does not increase. Any additional requirements beyond the accepted quote will form a new quote.

3.3 Development Credits

Development credits are received as part of a Build mode subscription or may be purchased on an ad hoc basis. Credits accumulate and are consumed as quoted work is completed. Unlike support credits, unused development credits carry forward to subsequent months.

The Client must maintain sufficient credits to cover accepted quotes. If the Client's credit balance is insufficient to cover completed work, Telos may invoice for additional credits at the prevailing rate or pause delivery until credits are available.

3.4 Delivery and Review

Upon completion of development work, Telos will notify the Client that the deliverables are ready for review. The Client will have 10 business days to review and test the deliverables and notify Telos of any issues. If the Client uses the deliverables in a production environment, the review period ends and acceptance is deemed to have occurred.

3.5 Incomplete Work

If the Client notifies Telos during the review period that completed work does not meet the requirements specified in the accepted quote, Telos will raise a further ticket at zero credit cost to address the incompleteness. Telos will use reasonable endeavours to resolve such issues within 20 business days.

3.6 Timeframes

Any timeframes or delivery dates provided by Telos are estimates only and are not binding. Telos will use reasonable endeavours to meet estimated timeframes. Fixed-price quotes do not include time-based guarantees; the Client is not entitled to any discount or refund if work takes longer than initially anticipated.

3.7 Ongoing Issues

Following acceptance of development work, any bugs or issues that arise will be handled as support requests and will consume support credits or require additional development credits as applicable.

3.8 Platform Requirement

All development work must be scoped, quoted, and tracked through the Telos Platform. Quotes issued through the Platform are the sole basis for fixed-price development work.

4. Hosting and Consumption

4.1 Hosting Services

Telos may provide hosting services for the Client's applications using third-party infrastructure providers. Hosting is set up in a completely autonomous way with separate accounts for each Client. The Client may either pay for hosting directly to the provider or have Telos pay on the Client's behalf.

4.2 Consumption Charges

Licence fees and consumption charges for third-party products and services may be incurred by Telos on the Client's behalf when required for service delivery. A 10% surcharge will be added to consumption charges for any third-party services that Telos procures and pays for on the Client's behalf. This surcharge does not apply to services the Client pays for directly.

4.3 Consumption Cap

The monthly consumption charges for new services will be agreed in advance. If decisions are made that would cause costs to exceed the agreed Consumption Cap per month, sign-off will be required from the Client before those costs are incurred.

4.4 Consumption Statements

The Telos Platform provides a statement of licence and consumption charges showing all costs incurred by Telos on the Client's behalf.

4.5 Uptime and Availability

Telos does not provide uptime guarantees for hosting services. Any uptime or availability guarantees are provided by the underlying infrastructure provider and not by Telos.

4.6 Hosting Provider Terms

The Client acknowledges that the treatment, disclosure, processing, and security of Client Data by a hosting provider is subject to that provider's terms and conditions.

5. Blueprint

5.1 Definition

Telos maintains a comprehensive digital Blueprint of the Client's application architecture, configurations, and documentation. The Blueprint serves as the foundation for planning and executing all support and development work and ensures continuity of service.

5.2 Ownership

All intellectual property rights in the Blueprint contents belong entirely to the Client. The Blueprint serves as the Client's digital asset repository, and the Client retains full ownership and control over all information contained within it.

5.3 Export

Upon request, complete Blueprint documentation can be exported and provided to the Client in standard formats.

6. Intellectual Property

6.1 Telos Platform

Telos owns all intellectual property rights in the Telos Platform, including its software, systems, processes, and methodologies.

6.2 Client-Owned Software

Exclusive ownership of and title to any intellectual property rights created by Telos in deliverables will vest in the Client upon payment of all applicable charges. This includes application code, documentation, and the Blueprint contents.

6.3 Pre-Existing Intellectual Property

Any intellectual property rights created or developed prior to the Effective Date or independently of these Terms remain the property of their original owner.

6.4 Base Components

Telos may include base components (such as templates, libraries, and reusable code) in deliverables. Telos retains ownership of base components and grants the Client a perpetual, non-exclusive, worldwide licence to use, copy, and modify such base components as part of the deliverables for the Client's business purposes.

6.5 Third-Party Components and Open Source Software

Some deliverables may include third-party components or open source software subject to separate licence terms (such as MIT, Apache, GPL, or LGPL). The Client must comply with all such separate licence terms.

6.6 Client Data

The Client owns all intellectual property rights in Client Data. The Client grants Telos a licence to use Client Data as reasonably required for Telos to provide the services.

6.7 Know-How

Nothing restricts Telos from freely using ideas, concepts, know-how, processes, or techniques relating to the services, provided that such use does not disclose Confidential Information or infringe IP rights.

7. Intellectual Property Indemnity

7.1 Telos's Indemnity

Telos will defend the Client against claims that the Client's use of deliverables infringes third-party New Zealand patent, copyright, or trade secret rights, and will indemnify the Client against all damages finally awarded.

7.2 Conditions

The Client must promptly notify Telos of any claim, provide Telos with sole control of defence, not admit liability without consent, and provide cooperation and assistance.

7.3 Remedies

If a claim is made, Telos may: (a) procure continued use rights; (b) replace or modify the deliverable to avoid infringement; or (c) if neither is available, the Client stops using the deliverable and receives a credit less reasonable past use.

7.4 Exceptions

Telos has no obligations for claims arising from the Client's breach, use with non-Telos products, compliance with Client specifications, materials provided by the Client, or deliverables subject to third-party licence terms.

7.5 Sole Remedy

This section states Telos's entire liability for IP infringement claims.

8. Liability

8.1 Maximum Liability

Total aggregate liability of Telos in any 12-month period is limited to the greater of: (a) 120% of total charges paid/payable during that period; and (b) NZ$500,000.

8.2 Consequential Losses

Telos will not be liable for loss of data, economic loss, loss of business, revenue, profit, goodwill, opportunity, anticipated savings, or any incidental, indirect, special, or consequential loss.

8.3 Liability of Personnel

The Client will not bring any claim against any Telos affiliate or Telos personnel.

8.4 Warranties Excluded

Except as expressly set out, Telos excludes all warranties to the fullest extent permitted by law. The Client agrees the Consumer Guarantees Act 1993 does not apply.

8.5 Contribution

Telos's liability reduces proportionately to the extent failure has been caused by the Client or a third party.

8.6 Mitigation

Each party will take reasonable steps to mitigate loss.

8.7 Time Limitation on Claims

Claims must be brought within 2 years of the Client becoming aware of the circumstances.

9. General Terms

9.1 Client Responsibilities

The Client will respond promptly, provide access and cooperation, avoid negatively affecting services, follow reasonable instructions, take responsibility for fitness-for-purpose, and ensure Client Data complies with laws.

9.2 Telos Responsibilities

Telos will provide services with reasonable skill and care, ensure personnel are skilled, respond to support requests per service levels, maintain security safeguards, and notify of security breaches.

9.3 Subcontracting

Telos may subcontract obligations and use affiliates. Telos remains responsible.

9.4 Use of AI

Telos utilises AI technologies to process and analyse Client intellectual property. AI agents make automated decisions based on managed workflows. The Client provides informed consent to AI processing. AI-generated outputs are provided "as is" and are not guaranteed to be error-free.

9.5 Security Scanning

The Client consents to security scanning services which are inherently invasive. Third-party providers will attempt to gain unauthorised access to the Client's systems for the sole purpose of security scanning.

9.6 Promotion

Telos may use the Client's name and logo for promotional purposes. Additional quotes, case studies, or references require written approval. Permission may be revoked with 30 days' notice.

9.7 Insurance

Telos will maintain professional indemnity insurance (NZ$2,000,000) and public liability insurance (NZ$2,000,000).

9.8 Force Majeure

Neither party is liable for delay from events beyond reasonable control.

9.9 Dispute Resolution

Disputes are resolved through good faith negotiation (20 business days), escalation to chief executives (20 business days), then mediation or arbitration in Wellington.

9.10 Governing Law

New Zealand law applies. Both parties submit to New Zealand courts.

9.11 Assignment

Neither party may assign without prior written approval, except to an acquirer of substantially all business assets. Telos may assign to an affiliate.

9.12 Entire Agreement

These Terms constitute the entire agreement.

9.13 Suspension

Telos may suspend services for material breach, risk, maintenance, or emergency.

9.14 Services for Client Only

Services are for the Client's own business use only. No reselling or sublicensing.

9.15 Notices

Notices must be in writing by email. Deemed received when sent.

9.16 Variations

Must be agreed in writing and signed by authorised representatives.

9.17 Waiver

No waiver is effective unless in writing.

9.18 Severability

Invalid provisions are amended to the extent possible; remaining provisions unaffected.

9.19 No Agency or Partnership

Nothing creates an agency, partnership, joint venture, or fiduciary relationship.

10. Confidentiality and Privacy

10.1 Confidential Information

Each party will treat the other's Confidential Information as confidential and use it solely for the purposes of these Terms.

10.2 Permitted Disclosure

Disclosure is permitted to affiliates, personnel, professional advisors (under confidentiality obligations), and Telos's subcontractors as necessary.

10.3 Exceptions

Obligations do not apply to information already in the recipient's possession, independently developed, in the public domain, disclosed by an authorised third party, or required by law.

10.4 Privacy

Each party will comply with the Privacy Act 2020. The Client owns its data, including its Blueprint. Telos staff and AI agents will have access. Refer to: https://www.telosready.com/privacy.

10.5 Return of Confidential Information

Following termination, either party may request return or deletion of Confidential Information. Retention is permitted for compliance, legal, audit, insurance, or archival purposes.

11. Termination and Disengagement

11.1 Termination for Convenience

Either party may terminate with 30 days' written notice. Service continues until end of current billing period. No refund for unused support credits.

11.2 Termination for Cause

Either party may terminate for material breach (unremedied within 20 business days) or insolvency. Non-payment is a material breach.

11.3 Cancellation of Accounts

Upon cancellation, accounts are cancelled unless the Client requests transfer (completed within 10 working days).

11.4 Data Deletion

Blueprint and Client Data permanently deleted within 30 days of cancellation. Export recommended immediately upon cancellation.

11.5 Disengagement Services

Telos will hand over code, master keys, and Blueprint within remaining credits. Additional disengagement services quoted at standard rates.

11.6 Effects of Termination

Termination does not affect accrued rights. Surviving provisions include charges, confidentiality, IP, liability, and dispute resolution.

11.7 Consequences of Termination

Telos has no further obligation to provide services. All unpaid charges become immediately due.

12. Payment Terms

12.1 Charges

Payment without deduction or set-off. New Zealand dollars, excluding GST (unless stated otherwise). Client responsible for all taxes except Telos income taxes.

12.2 Invoicing

Invoices issued at the beginning of each period, payable by credit card or bank transfer within 7 days.

12.3 Late Payment

Interest may be charged at up to 5% over the base lending rate. Client pays reasonable recovery expenses including legal costs.

12.4 Invoice Disputes

The Client may withhold disputed sums if the dispute is raised within 10 business days and the undisputed portion is paid.

13. Definitions

Term	Definition
BAU Mode	Business as Usual service subscription with 20 support credits/month
Blueprint	Comprehensive digital documentation of the Client's application architecture, configurations, and technical specifications
Build Mode	Development-focused service subscription with 100 credits/month
Business Day	Weekdays excluding NZ public holidays and Wellington Anniversary Day
Charges	All fees, subscription costs, credit purchases, and consumption charges
Client Data	Information and data provided by or on behalf of the Client
Confidential Information	Trade secrets or information that is confidential in nature or expressed to be confidential
Consumption Cap	Agreed maximum monthly amount for third-party charges
Credits	Units of measurement for work; ~10 credits = one day of expert developer work
Deliverables	Software, documents, or other items provided as service outputs
Effective Date	Date specified in the Contract Details
Intellectual Property Rights	Copyright, trademarks, patents, designs, know-how, trade secrets (registered or unregistered)
Personnel	Officers, employees, contract staff, and agents
Quote	Fixed-price quotation for development work specifying requirements and credit cost
Services	All services supplied including support, development, and hosting
Telos	Telos NZ Limited
Telos Platform	Software platform at https://go.telosready.com for service delivery and management
Ticket	Unit of work in the Telos Platform for tracking requests and tasks

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