The following terms and conditions apply to all Consulting and Support Services provided by Propelle Pty Ltd (“Service Provider”) to you the Client. By engaging us through a Statement of Work (SOW) or Support Agreement, you (“The Client) agree to be bound by these terms and conditions.
1 UNDERTAKING AN ENGAGEMENT
(a) An engagement will commence once both parties have signed a SOW which relates to the engagement.
2 DELIVERING AN ENGAGEMENT
(a) Following the commencement of an engagement, the Service Provider will use reasonable endeavours to:
(b) create, implement, and deliver the stated deliverables, in accordance with the Specification and SOW
(c) follow any development methodology set out in the SOW or the Specification for the creation of the Deliverables;
(d) make all reasonable efforts to meet milestones in respect of the delivery of the engagement as specified in the Project Plan; and
(e) undertake any other tasks required of us as set out in the Specification and the SOW or requested by the client
3 DUTIES OF THE CLIENT
The Client agrees that it will:
(a) undertake any work required of it as specified in the SOW, the Project Plan, Specification or requested by the supplier as being required for us to deliver the engagement
(b) provide us with all information and materials requested as we consider necessary for the delivery of the engagement
(c) provide the us with access to the your staff and computer systems for the purpose of delivering the engagement;
(d) promptly answer all queries
4 WHEN AN ENGAGEMENT IS DEEMED TO BE COMPLETED
(a) An engagement will be deemed to have been delivered and completed upon the completion of Acceptance Testing unless a further milestone for completion is expressly requested and agreed in writing by both parties, OR;
(b) the customer uses the services in a production environment ,OR;
(c) The term of the support agreement term has ended
5 FURTHER ENGAGEMENTS
If following the completion of an engagement, the Client requests that the Service Provider make any further modifications to the Deliverables or perform any further work in relation to the Deliverables, or create any new Deliverables, then those modifications and/or further work will constitute a new engagement, and the parties will sign a new SOW in respect of the engagement.
6 SUPPORT AND WARRANTY
(a) Where specified in the SOW or Support Agreement, the Service Provider will provide Support Services to the Client. The Support Services will be provided in accordance with the relevant particulars and requirements set out in the SOW. The Support Services will be provided in respect of Deliverables or other works specified in the SOW.
(b) The provision of Support Services will involve:
(i) answering queries from the Client in relation to the use of the supported systems or in relation to any errors or defects in the support systems; or
(ii) using best endeavours to resolve errors or defects in the supported systems by either providing a work around to the Client or changes to the existing system
(c) If the Client as part of requesting Support Services also requests the addition of new functionality to the supported systems, then the addition of that new functionality will be undertaken
(d) The Service Provider provides a warranty of 180 days post acceptance or production usage. The warranty provides that if the service subsequently fails any agreed final acceptance tests, then at no charge to the customer, the service provider will fix or provide a workaround to resolve the failing test, providing none of the underlying infrastructure including hardware, networking, security or software has been changed since the acceptance test first passed. All other issues are treated as chargeable support issues.
7 INTELLECTUAL PROPERTY
Ownership of Intellectual Property Rights in the Deliverables;
(a) the Service Provider will be the owner of all Intellectual Property created in relation to the Deliverables, or intellectual property created prior to this engagement or licensed by the Service Provider
(b) assignment of intellectual property to anyone other than the Service Provider must be accepted by the Service Provider in writing
8 FEES AND EXPENSES
(a) The Client agrees to pay the Service Provider’s Fees in accordance with their Payment Terms of 14 days unless other terms are agreed by both parties in writing
(b) The Client will indemnify and pay the Service Provider all expenses which the Service Provider incurs in the delivery of an engagement and which have been previously authorised by the Client or specified to be incurred in the SOW.
9 TERM AND TERMINATION
(a) This Agreement commences on the date of execution of the SOW and concludes as per the terms in clause 4 of this agreement
(b) Either party may terminate the provision of any General Consulting Services or Support Services at any time, by the provision of 30 days written notice to the other party.
(c) Upon the termination of this Agreement the Service Provider will cease work on all engagements, all General Consulting Services and all Support Services which it is working on or providing as at the date of termination (to the extent that those engagements, Support Services or General Consulting Services have not already been terminated;
(i) the Client will pay the Service Provider:
(ii) all Fees due but unpaid as of the date of termination;
(iii) all Fees which are accrued but for which the Service Provider is yet to invoice as at the date of termination; and
(iv) the Client will immediately return to the Service Provider any property of the Service Provider in the Client’s possession.
(v) Payment by the Client of the amounts specified in SOW, will not limit any other right or remedy which the Service Provider may have against the Client in relation to the termination of this Agreement or any breach of this Agreement.
Each party will keep confidential the Confidential Information of the other party and will only use that Confidential Information for the purposes of this Agreement. A party may only disclose or use Confidential Information of the other party:
(a) where the Confidential Information used or disclosed is in the public domain (other than through a breach of this Agreement);
(b) where the disclosure is required by law but only to the extent of that requirement;
(c) where the disclosure is made to the other party’s employees or contractors solely for the purposes of this Agreement and only where such employees or contractors are under an obligation of confidentiality; or;
(d) where the Confidential Information is disclosed to the party’s legal or professional advisors solely for the purposes of seeking advice and only where such advisors are under an obligation of confidentiality on terms no less restrictive than this clause
11 RECRUITMENT OF EMPLOYEES
(a) Both parties agree that it will not recruit, seek to recruit or entice to leave, any of the employees or sub-contractors of the other party, who perform any work in respect of the goods and services provided under the SOW
12 GENERAL CLAUSES
(a) The Service Provider will not be liable for any failure to perform its obligations under this Agreement or any delay in performance where such failure or delay is caused by an Act of God.
(b) Neither party is the partner, agent, employee or representative of any other party and neither party has the power to incur any obligations on behalf of any other party.
(c) There are no other representations, promises, warranties, covenants or undertakings between the parties and this Agreement together with each SOW supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties.
(d) The Supplier may make reference; verbally, in writing or through the use of logos the working relationship with the client through paper and digital mediums.