Terms and Conditions 
1.	THE ENGAGEMENT
1.1.	The Customer has engaged the Service Provider to supply the services that are described in this document (the “Contract Services”) and the Service Provider has agreed to supply the Contract Services to the Customer.
1.2.	The Service Provider represents to the Customer that the Service Provider has skill, knowledge, experience, and expertise in providing the Contract Services and can provide the Contract Services to the standard reasonably required by the Customer. 
2.	THE FEE AND PAYMENT
2.1.	Subject to Clause 2.6, the Customer has agreed to pay the Service Provider the sum (the “Fee”) set out in section 4 on completion of the supply of the Contract Services unless the Customer and the Service Provider have agreed to different terms of payment as set out in Item Three of the Schedule.  The Fee excludes GST.  The Service Provider must issue a Tax Invoice for the Fee and the Customer must pay the Fee as provided in this clause or as provided in Item Two of the Schedule (if applicable).  The amount of the invoice is due and payable by the Customer within 45 days after receipt of the invoice by the Customer.
2.2.	On executing this contract, customer agrees to pay 50% of the total non-recurring service fees detailed in section 5 and (1) month’s total recurring managed services fees in Section 5,  as a deposit towards service commencement. These fees will be credited towards the fees payable as part of the contract.
2.3.	.  If after the Service Provider has requested payment the Customer refuses or fails to make such payment within thirty (30) days of such request, then the Service Provider may terminate this Agreement and cease providing the Contract Services for the Customer. 
2.4.	Until the Service Provider is paid all money due to the Service Provider by the Customer, the Service Provider shall be entitled to hold by way of lien as security for such payment any of the Customer’s property then in the Service Provider’s possession. 
2.5.	The Service Provider must add and separately identify on each of its Tax Invoices all GST.
2.6.	The method of payment is via EFT – details to be provided on invoice. 
2.7.	If the Customer disputes that the Contract Services have been completed by the Service Provider in accordance with its instructions, then the Customer must within seven (7) days of completion serve on the Service Provider a notice of dispute (“Notice of Dispute”) setting out:
(a)	the details of all Contract Services not completed in accordance with instructions; and
(b)	what the Customer requires the Service Provider to do to remedy the items complained of. 
2.8.	Upon receipt of a Notice of Dispute, the Service Provider must promptly do all work required to satisfactorily complete the Contract Services.  If within fourteen (14) days of the receipt of a Notice of Dispute either party is of the view that the Contract Services have still not been satisfactorily completed, then either party may refer the matter to a mediator nominated by the President for the time being of the Law Society of the relevant State or Territory and that mediator shall act as an arbitrator to conclusively determine the dispute.  The decision of the mediator acting as arbitrator shall be final, conclusive, and binding on the parties except in the case of manifest error.  Each party must initially bear half the costs of the mediator acting as arbitrator and half all-other related costs such as hire of rooms.
2.9.	Where the Customer serves a Notice of Dispute, the Customer must within fourteen (14) days of service of the Notice of Dispute pay into an interest-bearing account in the joint names of the Service Provider and the Customer at a bank to be nominated by the Service Provider the amount claimed by the Service Provider as the amount owing for the Contract Services or any balance thereof.  The failure on the part of the Customer to do this (provided the Service Provider has nominated and informed the Customer of the details of the bank within ten (10) days) will invalidate the Notice of Dispute at which point the Customer shall be deemed to have accepted the Contract Services as satisfactory and completed and the Service Provider may claim all amounts owing as a debt then due and payable by the Customer.
3.	STANDARD OF CONTRACT SERVICES
3.1.	The Service Provider must perform the Contract Services in a proper and competent manner and according to all reasonable directions given by the Customer.  The Service Provider represents to the Customer that the Service Provider is experienced and competent to carry out the Contract Services, has all the required training and holds all the licences and has had all the training reasonably required to carry out the Contract Services.  The Contract Services must be carried out to all applicable industry standards and to the reasonable satisfaction of the Customer.
4.	EQUIPMENT AND MATERIALS
4.1.	The Service Provider must provide all equipment and all materials as may be necessary to perform the Contract Services properly and efficiently.  All materials used must be of high-quality fit for their purpose.  All equipment must be safe for use and capable of being used to carry out the Contract Services. Any pre-requisite equipment required by the Customer will be identified to the Customer prior to the term of agreement commencing.
5.	TIME
5.1.	All Contract Services must be completed within a reasonable time.
6.	TERM
6.1.	Means the period from the commencement of this Agreement until xxx months or until either Party terminates the Appointment as provided in this Agreement.
6.2.	The standard term of this service agreement is for a period of xxx months, unless stated otherwise in the schedule.
7.	OCCUPATIONAL HEALTH AND SAFETY
7.1.	The Customer must ensure that, if the Contract Services are to be carried out on the Customer’s property, the property is safe and that all facilities provided by the Customer to the Service Provider for the purposes of enabling the Contract Services to be provided are also safe.  The Service Provider must always ensure that in providing the Contract Services it uses safe and proper procedures and practices and that all its employees are properly trained and supervised and observe all proper and safe practices.  The Service Provider must always have current Workers’ compensation insurance and, if required, must provide evidence to the Customer of its currency in the form of a certificate of currency.
8.	BREACH BY SERVICE PROVIDER
8.1.	If the Service Provider breaches any of its contractual obligations under this Agreement and fails to remedy that breach promptly and in any event within fourteen (14) days, then the Customer may by written notice to the Service Provider terminate this Agreement.  Upon termination of the Agreement, the Customer is only obliged to pay the Service Provider for the Contract Services done less any loss or cost which the Customer may incur to have the remaining Contract Services completed.
9.	BREACH BY CUSTOMER
9.1.	If the Customer breaches any of its contractual obligations under this Agreement and fails to remedy that breach promptly and in any event within fourteen (14) days of being requested by the Service Provider to so remedy, then the Service Provider may by written notice to the Customer terminate this Agreement.  Upon termination of the Agreement, the Service Provider has no obligation to perform any part of the Contract Services not already performed.  The Service Provider shall be entitled, notwithstanding such termination, to claim as a debt owing any amount due to the Service Provider on termination and claim damages in respect of any loss sustained by the Service Provider including loss of profits resulting from the termination.
10.	CONFIDENTIALITY
10.1.	The Service Provider undertakes to keep all information which it acquires from the Customer or about the Customer strictly private and confidential and must not disclose that information to any person without the Customer’s prior written consent.  Nothing in this clause prevents the Customer from fully using and enjoying the Contract Services.
10.2.	The Customer undertakes to keep all information which it acquires from the Service Provider or about the Service Provider’s business strictly private and confidential and must not disclose that information to any person without the Service Provider’s prior written consent.  The Customer must not use any information so acquired except for the proper purpose of conducting its business.
10.3.	Neither party will make or permit to be made any public announcement concerning the existence, subject matter or terms of this Agreement or the relationship between the parties without the prior written consent of the other party.
11.	PRIVACY
11.1	The Service Provider must, and must ensure that its personnel, at its cost, in relation to Personal Information (as defined in section 6 of the Privacy Act 1988 (Cth)):
11.1.1	comply with the Privacy Act and any other applicable privacy laws; 
11.1.2	not do any act, or engage in any practice that would breach an Australian Privacy Principle (as defined in section 6 of the Privacy Act), which if it were done or engaged in by an organisation subject to the Privacy Act, would be a breach of that Australian Privacy Principle and not do any act or fail to do any act which causes the Customer to breach any privacy laws;
11.1.3	only use or disclose that Personal Information for the purposes of this Agreement;
11.1.4	ensure that the Personal Information is protected against misuse, interference or loss and from unauthorised access, modification, disclosure or use;
11.1.5	ensure that access to Personal Information is restricted to those personnel who require access in connection with this Agreement and that such personnel are made aware of the obligations of the Service Provider as set out in this clause 24.1;
11.1.6	fully co-operate with the Customer to enable it and them to respond to applications for access to, or amendment of an individual's Personal Information and to privacy complaints, and when requested by the Customer, promptly provide such other information and access as the Customer may require in relation to the Personal Information and its handling; 
11.1.7	ensure that any subcontract entered into for the purposes of fulfilling its obligations under this Agreement contains provisions to impose on the Subcontractor equivalent obligations as the Service Provider has under this clause 11 including the requirement in relation to subcontracts and must ensure that the subcontractor complies with the equivalent obligations; and

11.1.8	comply with such other privacy and security measures as the Company reasonably advises the Service Provider in writing from time to time
12.	INTELLECTUAL PROPERTY
12.1.	If the Contract Services involves the creation of any intellectual property, including any copyrightable materials or works, then the Customer acknowledges that the Service Provider holds all such intellectual property solely for the benefit of the Service Provider.  The Customer shall be entitled to use the intellectual property in the ordinary and proper course of its business but for no other purpose without the prior written consent of the Service Provider. Nothing in this Agreement will be construed to grant the Service Provider any rights in Customer Data beyond those expressly provided herein.

13.	TERMINATION
13.1.	Either party may terminate this Agreement at any time from the date of this Agreement if the other party commits a material breach by giving to the other party one (1) month’s prior written notice.  On the expiry of that month (the “Termination Date”) this Agreement will be at an end.  In the event of a termination by the Service Provider under this section, the Customer must pay the Service Provider for the Services properly carried out prior to the date of termination that would have been payable if the terminated Services had not been terminated plus any early termination fees for 3rd party services as mutually agreed upon during solution design. 
13.2.	Customer may terminate this Agreement at any time from the date of this Agreement by giving the Service Provider one (1) month’s prior written notice.  On the expiry of that month (the “Termination Date”) this Agreement will be at an end.  In the event of a termination under this section, the Customer must pay the Service Provider for the Services properly carried out prior to the date of termination that would have been payable if the terminated Services had not been terminated plus any early termination fees for 3rd party services as mutually agreed upon during solution design.
13.3.	On expiry or termination of a Service Order (unless otherwise agreed in writing by the Customer), or on request by the Customer, the Service Provider shall promptly return or securely delete all Customer Data in accordance with industry good practice, held in connection with the performance of Services under the Service Order; and

14.	SERVICE PROVIDER INDEMNITIES
14.1.	The Service Provider must indemnify the Customer in relation to any losses they incur in connection with an infringement of third party intellectual party rights brought or threatened against the Customer.
14.2.	The Service Provider must indemnify the Customer in relation to any loss or claim relating to:
14.2.1.	a breach of any of clauses 10, 11 or 16;
14.2.2.	any injury or death of any person or loss of or damage to any tangible property caused by a deliberate, reckless or negligent act or omission of the Service Provider; and
14.2.3.	any fraudulent act or omission, or any fraudulent misrepresentation or deceit by the Service Provider in connection with this Agreement
14.3.	Neither party shall be liable in any circumstances for any indirect, special, economic, or consequential loss or damage suffered by any entity including without limitation loss of income, profits, business, goodwill or data, or loss of anticipated savings.
15.	STATUTORY WARRANTIES AND LIMITATION OF LIABILITY
15.1.	All Statutory Warranties that can be expressly excluded are hereby excluded.
15.2.	Where the Contract Services are not of the kind ordinarily required for personal, domestic, or household use or consumption then the liability of the Service Provider is limited pursuant to s.64A of the Competition and Consumer Act 2010 (Cth) to the supply of the services again or the payment of the costs of having the services supplied again.
15.3.	Neither party shall be liable in any circumstances for any indirect, special, economic, or consequential loss or damage suffered by any entity including without limitation loss of income, profits, business, goodwill or data, or loss of anticipated savings.
15.4.	Subject to clause 15.5, each party limits its liability for losses under or in connection with this Agreement in aggregate  of an amount equal to three times the aggregate of the Fees paid and payable by the Customer to the Service Provider.
15.5.	The exclusions and limitations of liability in clause 15.1 do not apply to the Service Providers liability under the indemnities in clause 14.

16.	SECURITY & DATA PROTECTION
16.1.	In providing the Contract Services, the Service Provider must ensure that it has and maintains in place appropriate and up to date security controls in accordance with good industry practice and complies with any applicable laws and regulations relating to data protection (Applicable Data Protection Laws).
16.2.	The Service Provider must take reasonable steps to continuously monitor (or if this is not practicable, to frequently check) the systems on which it holds any personal information, Customer Data or Confidential Information of, relating to or provided or made available to the Service Provider by the Customer  for any actual or unauthorized access to or loss involving any such personal information, Customer Data or Confidential Information which it has access to as a result of this Agreement (“Security Incident”).
16.3.	If the Service Provider becomes aware of a Security Incident, the Service Provider must:
16.3.1.	as soon as possible, but in any event within seventy-two (72) hours of becoming aware, notify the Customer of the Security Incident;
16.3.2.	comply with its obligations under the Applicable Data Protection Laws in relation to the Security Incident (where applicable); 
16.3.3.	provide the Customer with all information that the Customer reasonably requests in relation to the Security Incident; and
16.3.4.	if the Customer requires it, respond to any inquiries made by Customer regarding the Security Incident to determine if the Security Incident is an data breach. 
16.4.	If :
16.4.1.	the Service Provider determines, or the Customer determines and notifies the Service Provider, that data breach has occurred; and 
16.4.2.	the Applicable Data Protection Laws require that the data breach be notified to the relevant authorities; 
16.5.	then the Service Provider must, as soon as practicable of the determination or notification (as applicable), prepare and give to the Customer a draft notice to the relevant authorities in respect of such data breach.The Customer may:
16.5.1.	require the Service Provider to make reasonable changes to the draft notice to the relevant authorities; or
16.5.2.	determine that the Customer will notify the relevant authorities of the data breach, in which case, the Customer will give the Service Provider a copy of the notification for review before it is given to the relevant authorities and the Service Provider may require Customer to make reasonable changes to the draft notice to the relevant authorities. For the avoidance of a doubt nothing contained in this Section will prevent the Service Provider from fulfilling its obligations under applicable law. 
16.6.	The Service Provider must ensure that the Customer is:
16.6.1.	promptly advised of any investigation or other action taken by the relevant authorities in connection with the actual data breach; and
16.6.2.	kept informed in relation to the investigation or other action.