BxC will undertake configuration and setup of a Salesforce solution for the client as stated under the specification of services on the contract.
2. ACCEPTANCE TESTING
The Customer will complete appropriate testing of the solution in accordance with the business requirements agreed to and documented through the discovery process. Any defects found during testing will be managed through a standard defect fix process and provided for retesting prior to go-live.
On completion of testing, the Customer will issue the Service Provider with a written notification of acceptance of the solution and completion of the build.
The Service Provider will provide the following documentation:
- Documented requirements in the form of user stories that form a design for the solution.
- Documented training manual for non-standard configuration of the solution.
The services will be provided for a fixed price fee of $5,000.00 excluding GST. The fixed price fee is based on the information provided by the Customer.
Any additional features requested that are not covered under the selected package will be charged on a Time and Materials basis at rates agreed to prior to a change order being issued.
All prices are exclusive of GST and expressed in Australian Dollars.
Any software, infrastructure, third party and expense charges will be passed through at cost Any and all additional costs must be disclosed to the Client prior to the commencement of this Agreement.
5. PAYMENT PROCEDURE
Fees will be charged 50% at the at the start of the project and 50% upon completion of the engagement and are payable within 14 days of invoice date (please note for support contracts this will be charged on an annual or quarterly basis as agreed by both parties).
The Client acknowledges that BxC may be entitled to receive and will receive other remuneration and/or benefits from third parties relating to or based upon the provision of the Services to the Client or the licensing by a third party software vendor of its software to Client. Client acknowledges that BxC is not required to disclose details or the amount of such remuneration and/or benefits to the Client.
6. SITE(S) WHERE SERVICES WILL BE PERFORMED
Workshops and other face to face meetings will be performed at the Customer’s premises. Solution configuration and setup will be conducted offsite at the Service Providers premises.
7. INTELLECTUAL PROPERTY
For the purposes of this agreement, Background IP means all Intellectual Property Rights owned by or licensed to a party (other than a license to that party by the other party granted in accordance with this Agreement):
- existing prior to the commencement of the applicable Statement of Work;
- developed independently of the Services; or
- subsisting in the party’s technology, software, methodologies or know-how, including without limitation algorithms, templates, architecture, class libraries, objects and reports; and
- any derivatives, improvements, enhancements, developments, modifications or extensions to any of the foregoing.
The parties acknowledge and agree that a party will retain all Intellectual Property Rights in its Background IP and that this Agreement does not affect the ownership in any Intellectual Property Rights in a party’s Background IP.
BxC grants the Client a non-exclusive, non-transferable license to use such of the BxC Background IP as is embodied in any work done, to the extent necessary for Client’s own internal business purposes.
Client grants BxC a non-exclusive, non-transferable sub-licensable license to use the Client Background IP to the extent necessary for BxC to provide the Services and develop the Deliverables or to obtain the benefit of any other use rights granted under this Agreement.
The parties agree that this agreement and each Statement of Work is and will remain at all times confidential and must not be disclosed except as expressly agreed by the parties.
Neither party may use, disseminate or make copies of any information provided by the other party unless express approval is given in advance by the other party.
9. ASSUMPTIONS AND DELAYS
BxC enters into this Agreement (and each Statement of Work) on the basis of the following assumptions:
- that the Client and the Client’s Personnel will provide BxC and BxC’s Personnel with a reasonable degree of co-operation;
- the Client will take best efforts to ensure that all information provided by the Client to BxC in relation to this Agreement, is true and correct;
- that support required by third party suppliers for the Client’s hardware and software will meet appropriate performance levels and will continue to be provided to at least the standard disclosed to BxC prior to it entering into each Statement of Work; and
- any other assumptions set out in a Statement of Work or in any document referred to in the Statement of Work (Assumptions).
- Each Statement of Work has been prepared and entered into and the Service Fee determined on the basis of the Assumptions, responsibilities and obligations on the part of the Client specified in this Agreement, the Statement of Work or in any document referred to in the Statement of Work;
- In the event:
- that any Assumption is incorrect, invalid, does not occur or is not fulfilled;
- that a Client responsibility or obligation is not fulfilled or delayed;
- of any delay on the part of the Client in providing any instructions, directions or inputs;
- of any delay in the carrying out by the Client of any obligations under this Agreement;
- of any delays to the provision of the Services which are caused or contributed to by the Client or any third party, BxC shall be entitled to:
- an increase in the Service Fee to reflect any additional effort required or delay caused, with such increase in the Service Fee being charged at BxC’s then standard rates for such services/resources and will be in addition to the current Service Fee.
- The increase in fee must be agreed by both Parties but the Client must act reasonably.
10. NO SOLICITATION WITHOUT CONSENT
The Client must not, and must ensure that its related bodies corporate do not, for any reason, during the term of this Agreement or within twelve months after its termination, induce, solicit, engage or employ (or procure the inducement, solicitation, engagement or employment of) any officer, employee or contractor of BxC or any of its related bodies corporate unless the Client has obtained BxC’s prior written consent.
11. WARRANTIES AND LIABILITY
Except as expressly provided in this Agreement, BxC makes no express warranties in respect of the Services.
To the extent permitted by law, all conditions, warranties and other terms implied by statute, custom or the common law are excluded from this Agreement.
If a supply under this Agreement is a supply of goods or services to a ‘consumer’ as defined in section 4B of the Australian Consumer Law set out in Schedule 2 to the Competition and Consumer Act 2010 (Australian Consumer Law), then the following applies:
- Where Client is entitled to a statutory guarantee under sections 54 to 59 or sections 60 to 62 of the Australian Consumer Law and BxC fails to comply with any of those statutory guarantees, the provisions of agreement comprises the Client’s sole remedy for a breach of such guarantees;
- Where Client is entitled to a statutory guarantee under sections 54 to 59 of the Australian Consumer Law then to the extent that BxC fails to comply with such statutory guarantee, in respect of goods which are not goods of a kind that are ordinarily acquired for personal, domestic or household use or consumption, BxC’s liability for failure to comply with such statutory guarantee is limited to one or more of the following, at BxC’s option:
- the replacement of the goods or the supply of equivalent goods;
- the repair of the goods;
- the payment of the cost of replacing the goods or of acquiring equivalent goods; or
- the payment of the cost of having the goods repaired, unless it can be shown that it is not fair or reasonable for BxC to rely on this term;
- Where Client is entitled to a statutory guarantee under sections 60 to 62 of the Australian Consumer Law then to the extent that BxC fails to comply with such statutory guarantee, BxC’s liability for failure to comply with such statutory guarantee is limited to one or more of the following, at BxC’s option:
- supplying the services again; or
- payment of the cost of having the services supplied again, unless it can be shown that it is not fair or reasonable for BxC to rely on this term.
For any liability that is not covered under this agreement, to the extent permitted by law:
- BxC excludes all liability for all expenses, losses, damages or costs to the extent that such expenses, losses, damages or costs are caused or contributed to by the Client or Client Personnel; and
- BxC’s total cumulative liability under or in any way connected with this Agreement or the provision of the Services (including liability arising as a result of the negligence of BxC or any third party or under an indemnity or for breach of warranty) is limited to:
- where the Services under the applicable Statement of Work are provided within a 12 month period, the Service Fees paid by the Client to BxC under the applicable Statement of Work; and
- where the Services under the applicable Statement of Work are provided on an annual basis or over a period greater than 12 months, the Service Fees paid by the Client to BxC under the applicable Statement of Work in a 12 month period.
This agreement will commence on the date it is executed and continue until terminated in accordance with the project plan and agreement of both parties.
Either party may terminate this agreement or the applicable Statement of Work by written notice if:
- the other party materially breaches this agreement or the Statement of Work and fails to remedy such breach within 30 days of receipt of notice from the first party specifying the breach and requiring it to be remedied;
- any step is taken to appoint a receiver, receiver and manager, controller, liquidator, provisional liquidator, administrator or other like person of the whole or any part of the other party’s assets, undertaking or business;
- any step is taken to enter into any scheme of arrangement between the other party and its creditors;
- the other party becomes insolvent or is otherwise unable to pay its debts as and when they become due; or
- something with the same or similar effect to paragraphs (b), (c) or (d) happens under the laws of any jurisdiction.
Upon termination of this Agreement or any Statement of Work, Client must pay BxC for all work incurred, under this agreement and each terminated Statement of Work.
13. GENERAL ISSUES
No party is liable for any failure to perform or delay in performing its obligations under this agreement or any Statement of Work if that failure or delay is due to anything beyond that party’s control. This does not apply to any obligation to pay money.
Neither party may assign this agreement or any interest therein in whole or part without the prior written consent of the other party.
This agreement and each Statement of Work is governed by the laws of Victoria, Australia and the parties acknowledge the jurisdiction of the Courts of Victoria, Australia.
This agreement and each Statement of Work may only be altered by agreement in writing signed by both parties. Neither party may unreasonably refuse a written request by the other party to vary the scope of the Services to be provided under a Statement of Work, provided that if the scope of Services is increased, BxC will be entitled to increase its Fees correspondingly.
This agreement, together with each Statement of Work, constitutes the entire agreement between the parties in respect of their subject matter. No representation or statement not expressly contained in this agreement or a Statement of Work will be binding upon BxC as a warranty or otherwise.
The Service Provider will deliver:
- A Salesforce solution in accordance with the chosen setup package and aligning to the agreed requirements and design completed at the beginning of the setup package.
- Documents listed under section 3 DOCUMENTATION.
- Support and assistance for the period stated in the contract.