This is the agreement we use for delivering our services and define our working relationship with you. If there is any part of the Proposal that you do not understand, please let us know before agreeing to these terms.

What we do

1.1.  We work with you to identify the core technology needs for your business based upon your underlying goals and the systems and processes you have in place when we get started, to produce a business aware Information Technology program. We will provide Accountability Monitoring to support your progress in implementing that strategy for as long as you engage us to do so.

1.2.  We will provide appropriate people in your business with access to our management platform for as long as we are responsible for Accountability Monitoring.

1.3.  We will provide the services in a professional and competent manner.

Additional services and variations

We can assist you with services not already identified in the Proposal, like project management or solutions delivery. This will require a new agreement and attract an additional cost. Any additional work outside the scope of the Proposal including small tasks will be charged at our hourly rate.

3. How long will it take?

3.1.  With your cooperation we expect the process of investigation, assessment and identification of options to be completed:

In a small business, within a 4 week time frame.

In a medium business, within an 8 week time frame.

In an enterprise, within a timeframe appropriate to the size and extent of the business

Projects times as per work program scope

3.2.  We aim to deliver the services you have requested within the time frames that we

have promised. Naturally, if we are waiting on you to give us specific information, those time frames will be affected and we may need to revise the end date.

3.3.  If something happens that is beyond our control like a force majeure event, and it is going to delay the time of delivery of the services, we will let you know straight away and tell you our revised due date.

4. Abandonment

4.1. We rely upon you to provide timely access to services and responses to our requests for information. If after repeated attempts to begin, continue or finalize the delivery of services you fail to participate or become unresponsive to

communication for a period of 5 days without explanation (abandonment), the services will be cancelled.

4.2.  Upon cancellation of the services due to abandonment, you will pay us an administration fee of $1,000.00, or a reasonable amount for the expenses already incurred and the work we have completed at that time, whichever is the greater.

4.3.  If the services are terminated due to abandonment, we will not and are under no obligation to continue to provide any services.

Your Responsibilities

5.1.  You authorize us to access your services and will provide us with necessary passwords.

5.2.  You will cooperate with us so that we can complete the services in a timely and efficient manner.

5.3.  You will pay our accounts on time.

Payments

You agree to pay the cost of the services set out in the Proposal before we commence work. Additional work will be invoiced separately and paid within 7 days of the date of invoice. Overdue invoices may be sent to a debt recovery service for action.

7. Intellectual property – trade mark, copyright etc

All intellectual property rights in the material we produce for your benefit remain with us. We grant you a perpetual, worldwide right to use that intellectual property only for the purpose of carrying out your strategy and for no other purpose. We do not claim any copyright in the materials produced by you.

8. Third party services

If we make any third party recommendations, we do so because to the best of our knowledge they are professional and successful service providers. You are still required to do all due diligence to protect your company, staff and your own legal rights. If you enter into an agreement with a third party as a result of our recommendation it is still your responsibility to understand and negotiate your own agreement with them.

9. Limitation of Liability

9.1.  You agree that the total aggregate liability to us for any claim by you in respect of any service we provide to you is limited to the amount actually paid by you to us.

9.2.  To the fullest extent permissible by law, and without limiting the application of Australian Consumer Law, in the event of any fault in the services, our liability will be limited at our choice to:
 the supplying of the services again;
 the repair of any fault in the services caused by us;
 the payment of the cost of having any fault in the services caused by us

repaired; or

 the payment of the cost of having the services supplied again.

9.3. This limitation of liability applies to the fullest extent permitted by law, and survives any termination or expiration of this agreement, or your use of our services.

10. General Terms

10.1.  Confidentiality–Someoftheinformationthatyouprovidetouswillbe information that is clearly important and confidential to your business. We will only use that information to provide services to you and will not share it. Other information you provide will be for publication as part of the service we provide to you, and that information will not be kept confidential. Our contracts and business methods are confidential to our business, and we request that you keep them confidential.

10.2.  Privacy–Anypersonalinformationcollectedbyusinthecourseofproviding services will only be used to provide services to you and for no other purpose. If you provide us with a testimonial or referral, your name, job title and business may be published.

10.3.  Relationship–Weareprovidingservicestoyouasanindependentcontractor and nothing in this agreement should be interpreted to suggest otherwise.

10.4.  Assignment–Youmayonlyassignortransferyourrightsorobligationsunder this agreement with our prior written consent.

10.5.  NoWaiver–Anytimeorotherindulgencegrantedbyuswillnotinanyway amount to a waiver of any of our rights or remedies under this agreement.

10.6.  Governinglaw–ThisagreementisgovernedbythelawsofQueensland, Australia and you agree to be subject to the jurisdiction of the courts of Queensland, Australia if there was a serious dispute between you and us.

10.7.  Severability–Ifforsomereasonaclauseofthisagreementturnsouttobe unenforceable, the rest of this agreement will continue unaffected and that term will be severed.

10.8.  Enforceability–Evenifyoudon’tsignthisagreement,ifyoupurchaseour services and we provide those services to you, you agree to these terms. You can sign this agreement and send a scanned copy to us rather than a paper original.

10.9.  Entireagreement–WhateverendsupinthisdocumentortheProposalisthe agreement between us and anything else discussed beforehand or afterward is not part of the agreement or fees charged unless it was included.