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1. Provision of the Services: Qualiticks agrees to provide Services to the Customer on these Terms and Conditions and as stated in the Order and the SOW (if any) from the Commencement Date up to and including the Expiry Date, or if no Expiry Date is stated in the Order until the Services have been completed. 
2. Statement of Work: If a SOW is not included in an Order, the Services will be as stated in the Order (and any references to the SOW in the Agreement will be read as references to the Order).
3. Representatives: The Customer’s Project Lead and Qualiticks’s Customer Engagement Manager will be the primary points of contact between the parties for all matters relating to the Services and the Agreement. 

4. Customer to provide necessary assistance to Qualiticks: The Customer will, within the time stated in the Agreement or (if no time is stated) within a reasonable time, cooperate with Qualiticks, will provide Qualiticks with accurate and complete information when requested by Qualiticks, will provide Qualiticks with such assistance and access as Qualiticks may reasonably request, and will fulfill its responsibilities as set forth in this Agreement. 

5. Safety, conduct and security: If applicable, while either the Customer or Qualiticks is on the others’ premises, they will comply (and will make sure their officers, agents and personnel comply) with the reasonable rules and regulations regarding safety, conduct, and security made known to them.
6. Notices: A notice, consent, approval or other communication made under this Agreement is only effective if it is in writing, signed by or on behalf of the party giving it and it is received in full and legible form at the addressee’s address or email address stated in the Order. It is regarded as received at the time and on the day it is actually received, but if it is received on a day that is not a Business Day or after 5.00 pm on a Business Day, it is regarded as received at 9.00 am on the following Business Day. A party’s address and email address are those set out in the Order, unless the party has notified a changed address or email address, in which case the notice, consent, approval, or other communication must be to that address or email address. 

7. No waiver: No leniency, indulgence or extension of time granted by Qualiticks to the Customer will prejudice any of Qualiticks' rights in any way or constitute a waiver of any of Qualiticks' rights. 
8. Payment: Payment must be made by the Customer within 30 days from the date of invoice. Services will be invoiced at the end of each month and on completion, or as otherwise prescribed in the Order or SOW (if any). Qualiticks may suspend the performance of the Services in the event the Customer is late in making payment for any invoice. 
9. Use of Block Time: Where the Services involve the purchase by the Customer of Block Time, any or all of that Block Time may be utilised for a period of 12 months from the date the Block Time is first used (the start date). Unless additional Block Time is purchased by the Customer before the expiry of 12 months from the start date, any unused Block Time will automatically expire on that date. If additional Block Time is purchased by the Customer before the 12 month period expires, any unused Block Time from that original 12 month period will roll over into the next 12 month period and may be used together with the newly-purchased Block Time. 
10. Time & Materials Days: Time & Materials Days are equivalent to 8 working hours per day. Where a full day is not worked, the Customer will be charged a minimum of 4 hours for any one day with any additional time spent charged in increments of 2 hours.  
11. Overtime: Standard business hours are 8am to 5pm, Monday to Friday. Work required to be performed out of standard business hours will be subject to an additional loading of 50% of the quoted hourly rate for Monday to Friday and 100% of the quoted hourly rate for weekends and Public Holidays.  
12. Products: Any Products to be supplied by Qualiticks as part of the Services may be sourced by Qualiticks in a currency other than the currency shown in the Order. The price in the Order for the Products (if any) will remain valid for a period of 30 days from date of the Order. Qualiticks reserves the right to adjust the price for the Products after this period, by notice in writing to the Customer.  
13. Taxes, duties, government charges, GST: The Price is exclusive of any taxes, duties and government charges imposed or levied in Australia or any other country in connection with the supply of the Services. The Customer must pay any new or varied taxes, duties or government charges imposed after the date of this Agreement in respect of the supply of the Services. Qualiticks will issue a valid tax invoice where GST is payable in respect of the Services.  
14. Interest: Where the Customer has not paid any amount owing under this Agreement by the due date for payment as stated in this Agreement, the Customer must pay Qualiticks interest at the rate of 5% per year from the due date of payment until the date that payment is made in full.
15. No warranties: Qualiticks provides no warranty in relation to the Services other than as contained in these Terms and Conditions, or as prescribed by a law which cannot be excluded, or in the case of any Products, as provided by the Products' respective manufacturers as made known to the Customer in the Agreement or otherwise made known to the Customer in writing. 

16. Notice of schedule changes: Three days’ notice is required for schedule changes affecting Qualiticks’ resources. If less than three days’ notice is provided, additional charges may be incurred. In the event of this occurrence, Qualiticks will exercise best efforts to reschedule resources and if not able to redeploy, Qualiticks will alert the Customer's Project Manager as soon as possible to arrange a Change Request for the lost time.

17. Change Requests: The Customer may agree a change request with Qualiticks (“Change Request”), in which case Qualiticks will document the Change Request and issue it to the Customer. Upon signature by the Customer or following a period of 7 days without the Customer disputing the Change Request, the Change Request will be deemed to be a part of this Agreement and it will amend the relevant terms and conditions of this Agreement in the manner set out in the Change Request.

18. Delays: Qualiticks will use its reasonable endeavours to deliver the Services to the Customer by the date specified in this Agreement, or such other date as is agreed between the parties, but will not be liable for any delays in delivery caused by the Customer (or its officers, agents, employees or contractors) or any other matter beyond Qualiticks’ reasonable control.

19. Deemed Acceptance: Unless the Customer gives Qualiticks written notice of any part of the Services which is alleged by the Customer to be otherwise than in accordance with this Agreement, within 7 days of the date of delivery of that part, the Customer will be deemed to have accepted that part on delivery. Where the Customer puts a part of the Services to commercial use, the Customer will be deemed to have accepted that part on the first day of such use, whether or not a notice of the kind contemplated by this clause is previously or subsequently given to Qualiticks.  


20. Defects: Subject to clause 21, defects in the Services reported to Qualiticks within 30 days of delivery of the relevant Services will be rectified by Qualiticks at no charge to the Customer. Any defects reported beyond 30 days of delivery will be considered a Change Request and will be invoiced to the Customer under clause 16. The Customer agrees to pay any such invoice within the time required by this Agreement.
21. Qualiticks does not warrant, and will not provide any warranty services for or be required to repair, any defects in the Services which are caused by:  
a) external causes including natural disaster, fire, accident, vandalism, water, lightning, power surge or spike or any cause outside the reasonable control of Qualiticks;
b) the performance of maintenance or attempted repair by persons other than Qualiticks or as authorised by Qualiticks;
c) neglect or misuse by the Customer or its officers, agents, employees or contractors;
d) changes made to the Deliverables created by performance of the Services or to the operating environment; and
d) any configuration or reconfiguration by the Customer of the Products or other equipment with which the Products interface.

22. Risk: Risk of loss, theft, damage, deterioration or destruction of Products passes to the Customer upon the earlier of:  
a) delivery to the Customer;
b) the taking of possession by the Customer; and 
c) the delivery to any carrier contracted by Qualiticks for delivery to the Customer.
23. Confidentiality: Qualiticks and the Customer agree that they will always keep strictly confidential any confidential information that is disclosed or provided by one party to the other.  
24. Intellectual Property Rights: The Customer acknowledges that, unless otherwise agreed in writing, all intellectual property rights attaching to the Products or arising out of the provision of the Services are and will remain the property of Qualiticks (or its supplier, where such rights are owned by that supplier). 

25. Software licence: Any software will be licensed to the Customer on the terms of the relevant licence agreement provided with the Product or as otherwise agreed between Qualiticks and the Customer in writing. Any rights to be conferred on the Customer under the licence agreement will only commence on payment to Qualiticks of all fees or charges payable under this Agreement in connection with those rights. 
26. No Consequential Loss: Qualiticks will not be liable to the Customer for any indirect or consequential loss or damages including loss of profits, revenue, data or use or any economic loss or special loss arising out of or in relation to the supply of the Services, even if Qualiticks knew or should have known of the possibility of such loss or damage and regardless of whether damages are claimed in contract, tort (including negligence) or under statute. 
27. Force Majeure: Neither party shall be liable under this Agreement for delays or failures to perform the Services or this Agreement due to causes beyond its reasonable control. Such delays include, but are not limited to, fire, natural catastrophe, new or changed government legislation, acts, orders, or regulation, strikes or labour difficulties, pandemics, earthquakes, terrorism, cyclones to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. The delayed party must use its best efforts to minimise the delays caused by any such event. If the force majeure event continues for more than thirty (30) calendar days, then either party may terminate the Agreement upon written notice to the other party.
28. Termination by either party: Without limiting any other termination right under these Terms and Conditions, a party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach, if such breach remains uncured at the end of that 30 day period, or (ii) by notice in writing to the other party, if the other party is bankrupt or insolvent or becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 

29. Termination by Qualiticks: Qualiticks may terminate this Agreement for any reason upon providing 30 days written notice to the Customer. 

30. Consequences of Termination: Upon termination of this Agreement by either party, all amounts owed by the Customer under this Agreement will become due and payable. In no event will any termination relieve the Customer of the obligation to pay all fees payable to Qualiticks for the period prior to the effective date of termination.
31. Dispute Resolution: If any dispute arises out of or in connection with this Agreement:
(a) the party raising the dispute must notify the other party in writing that a dispute exists, with sufficient detail to enable the dispute to be considered (“Dispute Notice”); and
(b) the parties must then meet to discuss and attempt to resolve the dispute.
32. If a dispute is not resolved within 10 Business Days after the date of the Dispute Notice, or such other time as is agreed between the parties in writing, then either party may notify the other party that it wishes to refer the dispute to each party’s senior executives to resolve the dispute. If such a notice is given, then each party must nominate a senior executive to seek to resolve the dispute. The meeting between the parties’ senior executives must occur within 15 Business Days of the Dispute Notice or such other time as is agreed between the parties in writing. If a dispute is not resolved within 5 Business Days of the meeting of the parties’ senior executives or such other time as is agreed between the parties in writing, then either party may refer the dispute to mediation by notice in writing to the other party (“Mediation Notice”). 

33. Such mediation is to be conducted by a mediator who is independent of the parties and appointed by agreement of the parties or, failing agreement within 7 days of the Mediation Notice, by a person appointed by the Chair of Resolution Institute, or the Chair’s designated representative. The Resolution Institute Mediation Rules shall apply to the mediation. It is a condition precedent to the right of either party to commence arbitration or litigation other than for interlocutory relief that it has first offered to submit the dispute to mediation.
34. Entire Agreement: This Agreement constitutes the entire agreement between the parties as it relates to the subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning or relating to the same. 

35. No Waiver: Except as otherwise provided in this Agreement, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties. 

36. Order of Precedence: To the extent of any conflict or inconsistency between the provisions of any Order, the Terms and Conditions or any other part of this Agreement, then the terms of the Order, (including any incorporated SOW), will prevail over these Terms and Conditions and any other part of this Agreement. 

37. Customer’s terms will not apply: Despite any clause to the contrary, no terms or conditions stated in any purchase order, remittance advice, acceptance certificate payment system, other order documentation or any other document that the Customer provides to Qualiticks (excluding an Order) will be incorporated into or form any part of this Agreement, and any such terms or conditions will be null and void.
38. Amendments to be in writing: Any variation to the Agreement must be agreed in writing between the parties.   
39. Customer warranties: The Customer represents and warrants that (i) it has the legal authority to enter into this Agreement, and (ii) it will use the Services in accordance with the terms and conditions set forth in this Agreement and in compliance with all applicable laws, rules and regulations.

40. Governing Law: This Agreement will be governed by, and construed in accordance with, the law in force in New South Wales, and the parties submit to the jurisdiction of the courts of New South Wales.
41. Disclaimer: 
42. Definitions
“Agreement” means the agreement between the parties as contained within the Order, the SOW (if one is provided to the Customer) and these Terms and Conditions).

“Block Time” is a predetermined period of time, measured in hours and days, which may be purchased by the Customer in order to obtain certain Services by Qualiticks, as set out in the Order and/or SOW (if any). When using Block Time, days are equivalent to 8 working hours, and Block Time must be consumed in increments of 2 hours minimum – for any period of time where Qualiticks is required to provide the Services for less than 2 hours, Qualiticks will invoice the Customer for 2 hours of Services.

"Business Day” means a day which is not a public holiday or bank or other holiday in New South Wales.

“Commencement Date” means the date an Order commences, as stated in that Order.

“Confidential Information” means in relation to the Disclosing Party, information that: 
(i)    is by its nature confidential; 
(ii)    is designated by the Disclosing Party as confidential; or 
(iii)    the Receiving Party knows or ought to know is confidential, 
and includes: 
(iv)    information comprised in or relating to any Intellectual Property Rights of the Party; 
(iv)    information relating to the financial position of the Disclosing Party, and in particular includes information relating to the assets or liabilities of the Disclosing Party and any other matter that does or may affect the position or reputation of the Disclosing Party; 
(v)    information relating to the internal management and structure of the Disclosing Party, or the personnel, policies and strategies of the Disclosing Party; 
(vi)    information of the Disclosing Party to which the Receiving Party has access, other than information referred to in (iv), (v) and (vi), that has any actual or potential commercial value to the Disclosing Party or to the person or corporation which supplied that information; 
(vii)    where the Customer is the Disclosing Party, information relating to the policies, strategies, practices and procedures of the Disclosing Party in the Receiving Party’s possession; and 
(viii)    information in the Receiving Party’s possession relating to the Disclosing Party’s clients or suppliers, 
and like information.
“Deliverable” means any work product, deliverables, programs, interfaces, modifications, configurations, reports, or documentation developed or delivered by Qualiticks in the performance of the Services.
“Disclosing Party” is the party disclosing Confidential Information to the Receiving Party.
“Order” means the Order form specifying the Services to be provided under this Agreement, which is entered into between Qualiticks and the Customer, and includes any SOW, addenda, and documents referenced in the Order. An Order is not entered into by the parties until Qualiticks provides written confirmation to the Customer (which may include a copy of the signed Order) that it has accepted the Order.
"Price” means the amount payable or paid to Qualiticks for the performance of the Services.

"Products” means any goods, equipment, machinery, hardware or physical items supplied by Qualiticks as part of the Services.

“Receiving Party” is the party receiving Confidential Information from the Disclosing Party.

“Services” means fee-based migration, implementation, training or consulting, or any other services that Qualiticks will perform as described in an Order or the SOW, and includes the supply of any Products.
“SOW” means a statement of work describing the Services to be provided by Qualiticks to the Customer.

“Terms and Conditions” means these standard terms and conditions.

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