Client Service Agreement
In signing this Agreement, communicating your acceptance, or clicking the “Submit” button, the Client (You) is agreeing to the terms and conditions contained in this Agreement.
BACKGROUND:
A. The Client is of the opinion that the Contractor (Actualisation Group Pty Ltd trading as Actualisation) has the necessary qualifications, experience and abilities to provide services to the Client.
B. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
Services Provided
1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):
Software development
Server/data management (client agrees to be charged additional server charges post-deployment, based on usage requirements)
Artificial Intelligence solutions
Robotic Process Automation (RPA)
API integrations and automation
Technical support as requested
Any additional work out of scope is charged at a rate of $250/hour ex GST
2. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
Term of Agreement
3. The term of this Agreement (the "Term") will begin when the Client completes the payment details form and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
4. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days' written notice to the other Party.
5. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
6. This Agreement may be terminated at any time by mutual agreement of the Parties.
7. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.
Performance
8. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Currency
9. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in AUD (Australian Dollars)
Payment
10. The Contractor will charge the Client for the requested Services at the agreed rates.
11. The Payment includes sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client and included in the Payment. Annual price increases will apply to all rates and subscriptions in July of each year, as a minimum using the current CPI rate or at the discretion of the Contractor.
Prepaid Data Egress and Support Fee
12. In the event of contract termination or upon the Client's request for data extraction, the Client shall incur a fee covering Data Egress and Support Costs. This fee must be paid in full before the commencement of any data transfer or copying services. The fee compensates for the resources and assistance required to transfer or copy the client's data out of our systems. Detailed cost breakdowns and payment instructions will be provided at the time of service request.
Reimbursement of Expenses
13. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
14. All expenses must be pre-approved by the Client.
Confidentiality
15. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
16. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
17. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
Ownership of Intellectual Property
18. Joint Ownership of Intellectual Property: The parties agree that any intellectual property, including but not limited to inventions, designs, processes, copyrights, trademarks, patents, trade secrets, and know-how (collectively, "Intellectual Property") that is conceived, developed, or reduced to practice under or in connection with this Agreement, shall be owned equally by both parties. Each party shall have an undivided fifty percent (50%) interest in such Intellectual Property.
19. Use of Intellectual Property by the Contractor: Notwithstanding the above, it is expressly agreed that the contractor shall be entitled to use the jointly-owned Intellectual Property; however, such use shall be restricted exclusively to non-competitive industries as defined in this Agreement. For the purposes of this clause, "non-competitive industries" shall refer to any industry or market segment that does not directly compete with the core business or market segments of the client.
20. Notification of Infringement: Each party agrees to promptly notify the other party of any unauthorized use or infringement of the jointly-owned Intellectual Property of which it becomes aware.
21. Assignment and Licensing: Neither party may assign or license their interest in the Intellectual Property to any third party without the prior written consent of the other party, which shall not be unreasonably withheld.
22. In the event of agreement termination, Ownership of Intellectual Property obligations as outlined in clause 18 to 21, will continue in perpetuity.
This clause is intended to create joint ownership of Intellectual Property arising from this Agreement and to restrict the use of such Intellectual Property by the Contractor in a manner that ensures non-competition with the Client.
Customer Data
23. The ownership of Customer Data, including any Intellectual Property Rights in Customer Data, shall vest in the Client on creation. The Contractor has no right, title or interest in Customer Data except as specified in this clause. The Contractor must not use, access, modify or disclose Customer Data to any person except to its Personnel on a need-to-know basis to perform the Client Service Agreement or Contracts and in accordance with all Laws. The Contractor must comply with clause 23(a) and 23(b) and all applicable Laws in relation to Customer Data which is Personal Information. The Contractor must provide reasonable assistance to the Client on request to enable the Client to comply with laws, policies and standards applicable to the Client in relation to Customer Data including (without limitation) identification, labeling, searching, reporting, copying, retrieval and modification of Customer Data in relation to Personal Information, public records, right to information and information standards.
Privacy
24. (a) If the Contractor collects or has access to Personal Information in order to perform the Contract, when performing this Contract the Contractor must
(i) if the Client is an ‘agency’ for the Information Privacy Act, other than for chapter 3 of the Information Privacy Act – comply with those parts of Chapter 2 of the Information Privacy Act which are applicable to the Client, as if the Contractor were the Customer; or
(ii) otherwise – comply with the Australian Privacy Principles in the Privacy Act.
(b) The Contractor must:
(i) not transfer any Personal Information collected or accessed in connection with the Contract, outside of Australia, except with the prior written consent of the Client; and
(ii) take any steps to prevent unauthorised use or disclosure of Personal Information collected or accessed in connection with the Contract that are reasonably notified by the Client.
Return of Property
25. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
Capacity/Independent Contractor
26. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
Notice
27. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at their provided addresses; or to such other address as either Party may from time to time notify the other.
Australian Business Number (ABN)
28. Each party has provided their Australian Business Numbers (ABN's).
Australian Company Number (ACN)
29. Each party has provided their Australian Company Numbers (ACN's).
Indemnification
30. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, the accuracy of the captured data, the quality of GPS tracking history, network coverage issues, satellite coverage issues, missing history data, artificial intelligence failing to coach/alert machine operators, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
Modification of Agreement
31. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
Time of the Essence
32. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
Assignment
33. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
Entire Agreement
34. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
Enurement
35. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
Titles/Headings
36. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Gender
37. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
Governing Law
38. This Agreement will be governed by and construed in accordance with the laws of the State of Queensland.
Severability
39. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
Waiver
40. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.