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Terms of Engagement - Solutions Outsourced Pty Limited (Solutions)

1. Establishment of agreement & appointment

1.1. Establishment of agreement

Thank you for choosing Solutions as your consultant to provide the Services.

The terms and conditions that are set out below are the conditions under which Solutions will provide the Services to you.

1.2. Appointment

Upon commencement of the Services:
(1) you appoint Solutions as your consultant to provide the Services; and
(2) Solutions accepts its appointment as a consultant and agrees to provide the Services to you, on the terms set out in this agreement.

1.3. Term of appointment

The appointment referred to in clause 1.2 will continue until this agreement ends.

2. Services

2.1. Schedule of Fees

(1) Solutions will provide or make available to you, prior to or contemporaneously with this agreement a schedule of fees detailing the fees Solutions will charge for the provision of the Services (Schedule of Fees).
(2) The Schedule of Fees will be deemed to be incorporated into this agreement and will form the basis of the fees which are payable by you to Solutions (Service Fees).
(3) The Schedule of Fees will change from time to time. If the Schedule of Fees does change then this agreement will be changed accordingly so that the fees that Solutions will charge you for the provision of the Services will reflect the then current fees contained in the Schedule of Fees.
(4) If we have provided you with a fixed quote for the Services, then any change to the Schedule of Fees in accordance with paragraph 3 will not change the amount of that fixed quote.
(5) The amounts payable by you in accordance with the Schedule of Fees are exclusive of:
 (a) all taxes and levies (such as GST); and
 (b) any disbursements incurred by Solutions in the course of performing the Services (other than as stated in the Schedule of Fees).

2.2. Terms of payment

(1) If we ask you for a deposit before we begin performing the Services then we may, at our discretion, not begin performing the Services until that deposit is paid.
(2) Solutions will provide you with a tax invoice for the provision of the Services from time to time.
(3) You must pay Solutions within :
 (a) the time stipulated on the invoice provided to you by Solutions; or
 (b) if there is no such date on the invoice, twenty eight (28) days of the date of the invoice.
(4) Interest will be payable on any overdue amount at the rate applicable under the then current interest rate:
 (a) charged by the Commonwealth Bank of Australia from time to time for overdraft facilities for balances equal to the amount that is overdue; and
 (b) from the due date for payment until the overdue amount is paid by you.
(5) Any credits due shall be credited to the account to be taken up against future work. No refunds shall be furnished.

2.3. Suspension of the Services

If:
(1) you fail to comply with any term of this agreement or any reasonable direction of Solutions concerning the provision of the Services; or
(2) Solutions becomes aware of any Claim relating to any data provided to Solutions by you, then

Solutions may:
(3) from time to time without notice suspend the provision of the Services: and/or
(4) not provide you with the Deliverables until such time as the relevant matter is rectified by you.

3. Warranties and indemnities

3.1. Solutions' warranties

Solutions does not warrant that the Services will meet your requirements, other than as expressly set out in this agreement.

3.2. Your warranties

You warrant that you will not do, or allow to be done any of the following acts in respect of your use of the Deliverables:
(1) use the Deliverables for any immoral or illegal purpose; or
(2) reverse engineer, modify, decompile, disassemble, attempt to discover the source code of, or create derivative works based on any aspect of the Deliverables, nor permit anyone else to do so.

3.3. Indemnities

You indemnify Solutions against any Claim:
(1) relating to the proper performance by Solutions of its obligations under this agreement;
(2) resulting from your fraudulent, negligent or unlawful behaviour;
(3) relating to the data and other materials provided to Solutions by you;
(4) resulting from a breach of the terms of this agreement by you;
(5) resulting from the use of the IP by you; or
(6) resulting from your use or misuse of the Deliverables.

4. Intellectual Property and Confidential Information

4.1. Ownership

Any IP vested in you prior to the provision of the Services remains vested in you, as does any improvements made to your IP by Solutions in the provision of the Services.

4.2. Ownership of the Solutions IP

Title to the Solutions IP and any improvements to it, whether made by you or Solutions, remains vested at all times in Solutions.

4.3. Non-disclosure

A party must not disclose Confidential Information disclosed to it by the other party except:
(1) with the prior written consent of the disclosing party; or
(2) in accordance with the terms of this agreement.

4.4. Exceptions to non-disclosure

(1) A party may disclose Confidential Information that has been disclosed to it:
(a) where such disclosure is made to those of its employees, advisers, related bodies corporate and shareholders who have a need to know (and only to the extent each has a need to know) and are aware and agree that the information that is to be disclosed must be kept confidential; or
(b) which, at the time of disclosure, is within the public domain; or
(c) where required by law or any order of any court, tribunal, authority or regulatory body.
(2) You acknowledge and agree that Solutions will not be in breach of this agreement if it uses information created by or provided to it during the provision of the Services (including images contained in the Deliverables) on its website for marketing and other purposes associated with its business. Further to this you consent to Solutions using such information in that manner.

5. Termination

This agreement terminates:
(1) upon either party giving the other party thirty (30) days written notice;
(2) where either party becomes subject to an Insolvency Event; or
(3) where a party is in breach of their obligations under this agreement and fails to rectify that breach within seven (7) days of receiving notice from the other party to do so, then the non-defaulting party may terminate this agreement immediately by giving notice in writing to the party in default.

6. Definitions

Claim against any person any allegation, action, demand, cause of action, suit, proceeding, judgement, debt, damage, loss, cost, expense or liability howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, under statute or otherwise.

Confidential Information means:
(a) this agreement; and
(b) financial information: information regarding costs, profits, markets, sales and other financial information; and
(c) business information: information regarding business relationships and strategies, development plans, marketing, product concepts, trade secrets and other business information the business of the disclosing party and the disclosing party's clients or third party suppliers; and
(d) personal information: any personal information relating to the officers (as defined in s9 of the Corporations Act 2001), partners, employees, agents, contractors or clients of the disclosing party; and
(e) information obtained through performance: all information which becomes known to a party as a consequence of it performing the obligations under this agreement including (without limitation) all records, documents, accounts, plans, specifications, price lists, customer lists, correspondence, photos and papers of every description relating to the disclosing party; and
(f) technical information: information regarding designs, development processes and tools, hardware specifications, know-how, production, research, software specifications, data bases and software developed or used by a party whether as owner or under licence from any person and other technical information; and
(g) disclosed information: any other information disclosed by a disclosing party that:
(h) is identified as being confidential; or
(i) would be apparent to a reasonable person that such information was disclosed in confidence by the disclosing party.

Deliverables means any material that Solutions agrees to provide you as part of the Services which is provided in a format that is not able to altered electronically.

IP means all intellectual property rights conferred by law including (without limitation): patents, designs, formulas, plans, specifications or other documents created in connection with the business of the relevant party; and copyright, trademark, trade business, company names, business names, websites, URLs or email addresses; and all other proprietary rights and all other intellectual property defined in Article 2 of the Convention establishing the World Intellectual Property Organisation (July 1967).

Services means the services Solutions agrees to provide to you from time to time. Solutions IP means all IP created or used by Solutions in the performance of the Services other than the IP to which clause 4.1 applies.