Standard Terms & Conditions of Trade

1) ACCOLADE SERVICES

a) All goods and services ordered by the customer from The Accolade Group Pty Ltd CAN 097 066 754, of 1.11 & 1.12, Versatile, 29-31 Lexington Drive Bella Vista (Accolade) are subject to these Terms and Conditions.

b) Accolade shall provide the Customer with the hardware, software and services specified in any authorised Accolade proposal (known as the Offer) if accepted by an authorised purchase order by the Customer.

c) Accolade shall use commercially reasonable endeavors to provide the Goods and Services within the required timeframe.

d) The Customer appoints the person nominated in the Offer as the Customer’s contact and representative for the purposes of this Agreement.

e) Accolade cannot be held liable and accepts no responsibility for being unable perform the Services due to lack of resources.

f) Accolade may use sub-contractors in the provision of the Services.

g) To enable Accolade to provide Goods and Services contained in the Offer and or monitor performance of this agreement, The Customer shall:

i) Provide accurate and complete information about its computers systems – software, hardware and operating systems, work volumes and other performance and usage data when requested to do so;

ii) Be solely responsible for provisions and the cost of appropriate telecommunication links to enable access to the Customer site by Accolade, if requested;

iii) Provide any other facilities, resources or access reasonably required by Accolade in order to perform to Accolade Services;

iv) Accolade reserves the right to charge the Customer for any extra costs incurred by Accolade caused by the Customer’s instructions, lack of instructions, interruptions, mistakes, work for which Accolade is not responsible and changes to customer’s requirements, expectations or hardware/software environment;

v) Accolade charges a minimum of one hour for on-site service and a minimum of fifteen minutes for remote service.

vi) Accolade charges travel from Glenwood to the customer’s site at the specified hourly rate as set out in the rates schedule.

2) FEES

a) The Customer shall pay the Fees in accordance with the invoices issued by Accolade within Fourteen (14) days from the invoice date. Accolade may charge the Customer Interest at the rate of 1.25% per month on any sum that remains outstanding after it becomes due.

b) The fee structure in the Offer is exclusive of taxes, duties and charges. The Customer will be responsible for the payment of all taxes, duties or charges imposed on the goods and services, which are subject of these Terms and Conditions.

3) CUSTOMER WARRANTY, PRIVACY AND SECURITY

a) Privacy: Customer is responsible for ensuring compliance law in respect of data privacy.

b) Security:

i) The Customer shall provide Accolade with remote access to their systems where necessary for the performance of Accolade services. The Customer will provide a secure password to Accolade for such use;

ii) Such password will set by the Customer only when requested by Accolade to enable remote access.;

iii) On completion of each remote access session, the Customer will change the password to one not known to Accolade;

iv) At no time other than during an authorized access session, will Accolade be provided with a valid password to access the Customer’s system;

v) Accolade has no responsibility for any misuse of Security Passwords.

4) INTELLECTUAL PROPERTY RIGHTS

a) No intellectual property rights including but not limited to copyright, trade marks and patent rights are transferred by virtue of this agreement.

b) Customer shall retain all rights relating to all textual and graphic data, media and application programs incorporated in the Database and the Materials and supplied by the Customer to Accolade for the purposes of obtaining Accolade services.

c) Both parties acknowledge that they may obtain confidential and proprietary information belonging to the other party during the term of the agreement. The parties agree not to disclose such information to any person except where the information us, or comes into the public domain or it is required to be disclosed by law or the owner of the information consents to its disclosure.

5) LIMITATION OF LIABILITY

a) Customer acknowledges that it has relied on its own skill and judgment in relation to the selection of the Goods and Services provided under this agreement.

b) Accolade does not warrant that the Goods and Services or any services provided under this agreement.

i) are fit for any particular purpose;

ii) are error free, virus free or bug free;

iii) will operate in an uninterrupted manner;

iv) will meet the Customer’s needs;

v) will provide any function not designed by it or contained in any specifications supplied by Accolade.

c) To the maximum extent permitted by law, all express or implied warranties, representations, terms and conditions other than those expressly contained in this Agreement are excluded. Accolade’s total liability to the Customer will not exceed the fees paid to Accolade in respect of Goods and Services which have caused the liability.

d) Accolade is not under any liability to the Customer for any loss or damage, loss of profits or revenue however arising out of the use of the Goods or Services howsoever arising.

6) TERMS AND TERMINATION

a) This Agreement commences on the date that the Accolade Services are first provided to the Customer and shall continue unless terminated in accordance with this Agreement.

b) Accolade may Terminate this Agreement at any time during the Term if:

i) Customer is in breach of any term of this Agreement and such breach is not remedied within 7 days of notification by Accolade.

c) On termination in accordance with clause 6.b, Accolade may:

i) Repossess any copies of the materials delivered by Accolade in the possession, custody or control of Customer;

ii) retain any moneys paid and invoice the customer for all uncharged work

iii) be regarded as discharged from any further obligations under this Agreement; and

d) Customer may at any time terminate this agreement on 14 days notice in writing to Accolade provided that in the event of such termination, all payments due at the end of the 14 day notice period will be immediately payable and all amounts paid by Customer to Accolade may be retained by Accolade.

7) FORCE MAJEURE

a) Neither Party shall be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to Force Majeure.

b) In this clause Force Majeure means any circumstance beyond the reasonable control of either party that results in either party being unable to perform an obligation under this Agreement either at all or within the time required including:

i) internet access failure caused by amongst other things, data corruption or unlawful tampering or any third party action or equipment that results in denial of service or access request overload, provided such failure is not contributed to by the party responsible for performing the obligation or providing the access;

ii) acts of God, lightning strikes, earth quakes, floods, droughts, storms, tempest, mud slides, washaways, explosions, fires and any natural disaster; and

iii) acts of war, acts of public enemies, terrorists, riots, civil commotion, sabotage and revolution and industrial disputes not caused by the party affected by the dispute;

c) This clause does not apply to any payment obligation.

GENERAL

a) Nothing in this Agreement creates a relationship of employer and employee, principal and agent, joint venture or partnership between the parties.

b) This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings between the Parties whether written or oral in relation to the subject matter of this Agreement.

c) No right under this Agreement shall be deemed to be waived except by notice in writing signed by each Party.

d) No waiver by a party of a breach of any provisions of this Agreement or the failure of a party to exercise any right hereunder shall operate as a waiver of any subsequent breach of that right or as a waiver of any other right.

e) All changes to this Agreement must be in writing and signed by the parties.

f) The laws of New South Wales, Australia, govern this Agreement.
Notices under this Agreement may be delivered by hand, by mail, e-mail or by facsimile to the addresses specified in this Agreement.