Professional ServicesTerms & Conditions

OFFIS PTY LTD
PROFESSIONAL SERVICE TERMS AND CONDITIONS

These Conditions are the terms and conditions under which Offis Pty Ltd (us or our or we) supplies Professional Services to the “Client” named in the applicable purchase order for the Services (you or your). These Conditions prevail over any additional or inconsistent conditions specified by you, or appearing in any purchase order from you, and no variation to these Conditions will be binding on us, unless specifically accepted by us in writing.

1. Interpretation
In these conditions “Client” means the person, firm or company with whom Offis Pty Ltd enters into a contract for the supply of services.

2. Incorporation
2.1 These conditions govern every contract for the supply of services by Offis Pty Ltd to Client, and, except as modified in accordance with Clause 2.2, constitute all the terms and conditions agreed between them to the exclusion of all other terms and conditions.
2.2 No modification to these Conditions, whether put forward in Client’s purchase order, a statement of work, proposal, specification or otherwise, shall bind Offis Pty Ltd unless agreed to in writing by its authorised employee.

3. Our Service Obligations
3.1 Offis Pty Ltd will at all times during this Agreement:
(a) comply with our own guidelines for codes of conduct as well as relevant industry and professional standards relating to the provision of the Services;
(b) ensure that Professional Services staff engaged by Client will maintain timesheet records of effort consumed against assigned tasks. Offis Pty Ltd will provide fortnightly or monthly statements of effort consumed to Client for tracking purposes.
(c) comply with all relevant Occupational Health & Safety legislation, safe working practices and if undertaking any work on Client’s premises, any Client health, safety and management policies and procedures provided;
(d) provide the Services with due care and skill and will ensure that its employees and Affiliates use all possible care and skill.

4. Proposals and Marketing Information
4.1 A proposal from Offis Pty Ltd will include a description of the services and deliverables to be provided to the Client, along with any assumptions, expectations, special conditions, pricing and any other relevant information.
4.2 All proposals given by Offis Pty Ltd are valid for thirty (30) days after issue but Offis Pty Ltd may vary or withdraw a quotation at any time.
4.2 Offis Pty Ltd marketing information, including online information and physical brochures and catalogues are published as sources of general information only, do not constitute contractual offers, and are not binding on Offis Pty Ltd.

5. Price and Payment
5.1 In the absence of contrary express agreement, the charge for services supplied shall be at Offis Pty Ltd’s prevailing Professional Services rates at the time of supply.
5.2 The Client has an obligation to pay for the services provided, within the terms granted on an invoice. Where the Client is overdue with any payment Offis Pty Ltd reserves the right to charge interest on any overdue payments at the rate of 7% per month or the maximum allowable rate under applicable law on all overdue monies and in the event of collection enforcement, Customer shall be liable for any costs associated with such collection, including but not limited to legal costs, court costs and collection agency fees.

6. Insurance
6.1 Offis Pty Ltd will during the term of this Agreement maintain, and upon request from Client provide certificates of currency for the following insurances:
(a) Public liability insurance in the sum of $20 million or greater.
(b) Professional indemnity insurance in the sum of $10 million or greater.
(c) Workers’ compensation insurance as required by legislation.

7. Limitation of Liability
7.1 To the extent permitted by law and subject only to any express exceptions contained in these Conditions, Offis Pty Ltd shall under no circumstance be liable in any way whatsoever to Client for any form of loss, damage or expense sustained or incurred by Client or any other party in consequence of or resulting directly out of the supply of services by Offis Pty Ltd, the use or performance thereof, any breach by Offis Pty Ltd of any contract incorporating these Conditions, or the negligence of Offis Pty Ltd.
7.2 In no event shall Offis Pty Ltd or its subcontractors or suppliers be liable for any indirect, punitive, special, incidental, consequential, reliance, or cover damages in connection with or arising out of the services provided under this agreement, including loss of business, revenue, profits, use, or data incurred by Client or any third party, whether in contract or tort, even if Offis Pty Ltd or its subcontractor or supplier has been previously advised of the possibility of such damages. Offis Pty Ltd and its subcontractors’ and suppliers’ liability for damages in connection with or arising out of the services provided under this agreement shall in no event exceed the amount of fees actually paid by Client, in the previous month, under the applicable contract or purchase order for the relevant services.

8. Non-Solicitation
8.1 During the term of any contract or purchase order, and for a period of six (6) months following the completion, expiration or termination thereof, neither party will, except with the other party’s prior written approval, hire or solicit for hire, either directly or indirectly, the personnel of the other party. This prohibition includes contracting with an independent contractor to utilise the services of a party’s personnel who have performed services under the contract. This prohibition does not apply to personnel of either party who respond to a public advertisement or who otherwise participate in a public job solicitation.

9. Confidential Information
9.1 A party who has access to any Confidential Information of the other must:
(a) keep that Confidential Information confidential; and
(b) not use or attempt to use that Confidential Information for its own purposes unconnected with this Agreement or the Services, or for the purposes of any other person, or do or omit to do anything involving the use of the Confidential Information which may injure or cause loss to the other party.

9.2 Offis Pty Ltd agrees:
(a) to confine the distribution of the Confidential Information to those of its employees, officers or independent contractors who need access to it for the purposes of providing the Services and who have given an undertaking of confidentiality to Client or the Service Provider in terms similar to this clause;
(b) where granted access to Client’s corporate networks, systems and/or applications, including remote access, to comply with Client’s security policies and procedures;
(c) return all Confidential Information and copies of it immediately upon Client's request.

9.3 With the exception of the materials and know-how that Offis Pty Ltd brings to this engagement and the know-how we gain from it, Client will own all consulting related documents prepared during the engagement. Offis Pty Ltd will retain copies of any documents that we provide for use within our business. Offis Pty Ltd acknowledges that, in the course of
providing the services, we may come into possession of information regarding Client and its customers that is confidential.

We undertake that we will not:

(a) either during or after the period of providing services to Client, directly or indirectly divulge or disclose to any person, firm or company, any information relating to Client, its affairs, its business, or its clients, any trade secrets, transactions, dealings, affairs or any information concerning the business or financial arrangements of Client or any of its customers; or
(b) use or attempt to use any such information, trade secrets or assets of Client or any of its customers in any manner whether or not such use may be calculated to cause injury or loss to Client or the business of its customers.

The provisions of this confidentiality undertaking do not apply to information that:

(c) is in the public domain at the time of disclosure or which enters the public domain through no fault of Offis Pty Ltd;
(d) is in the possession of Offis Pty Ltd prior to the date of first contract, such prior knowledge of this information being documented;
(e) is information that Offis Pty Ltd Pty Ltd received from a third party under no obligation of confidentiality to Client; or
(f) is required by law to be disclosed.

10. Intellectual Property
10.1 We agreed that the Client’s pre-existing Software and Intellectual Property rights including enhancements or improvements resulting from our services remain the property of the Client.

10.2 You acknowledge and agree that pre-existing Software and Intellectual Property rights, in Works brought to the Client engagement by us to enhance or speed service delivery remain the property of Offis Pty Ltd. In using pre-existing Software and Intellectual Property to deliver the service, Offis Pty Ltd will normally effect a separate agreement granting Client a non-exclusive right under license to use the Intellectual Property within its business for the intended purpose.

10.3 Unless otherwise agreed to in writing all Intellectual Property arising in relation to Works created or developed by us in connection with the services provided will be jointly held. In such cases, both Offis Pty Ltd and Client will possess the rights to use the works unhindered for their respective business purposes.

For the purposes of this Agreement:

a. "Intellectual Property" means all forms of intellectual property rights including copyright, registered patent, design, trade mark and confidential information including know-how and trade-secrets.

b. "Works" means all inventions, designs, drawings, plans, software, hardware, reports, documents, systems, improvements and other materials.

11. Force Majeure

11.1 Offis Pty Ltd will not be liable for any failure to perform the contract or any part of it, due to an event of Force Majeure. We may cancel the order if the cost to us of supplying the Services is increased materially as a result of such Force Majeure and the parties cannot agree on how the additional cost is to be borne. For the purposes of this clause 11.1, Force Majeure includes any inability to obtain supplies or labour, industrial disputes, delays, act of God, fire, flood, storm, adverse weather conditions, or other matters beyond our reasonable control.

12. Law and Jurisdiction

12.1 The construction, validity and performance of any contract incorporating these Conditions shall be governed by the laws of the State of New South Wales.

13. Miscellaneous

13.1 All clerical errors are subject to correction and shall not bind Offis Pty Ltd.
13.2 The invalidity or unenforceability of any provision of these Conditions shall not affect the validity or enforceability of the remaining provisions. Offis Pty Ltd’s failure to enforce, at any time or for any period of time, any term of any contract incorporating these Conditions shall not constitute a waiver of such term and shall in no way affect its right to enforce it later.

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