Terms and Conditions of Business

1. DEFINITIONS AND INTERPRETATION 1.1 Definitions “Service Provider” means BIReady Pty Ltd trading as BIReady Australia. “Customer” means any organisation or entity purchasing products or services from the Service Provider. “Confidential   Information”   means   the   terms   of   this   Agreement   and   of   any   other   agreement   between   Service   Provider   and   the   Customer,   any   software   (including   source   code),   all   documentation,   information   relating   to   the business   or   financial   affairs   of   either   party   or   the   Customer's   customers   and   any   information,   document   or   item   which   is   designated   by   either   party   as   confidential   or   relates   to   Service   Provider   or   the   Customer   and   is   not   in   the public domain; “GST Act”  means A New Tax System (Goods and Services Tax) Act 1999 and related legislation and/or regulations; “Intellectual Property Rights” means copyright, trade mark, design, patent, trade secret, Confidential Information, semiconductor or circuit layout rights; “Proprietary Software”  means all software owned, licensed or developed prior to or outside of the scope of the Services by Service Provider; “Services” means the services specified in Schedule 1. “Service Fee” means the service fee specified Schedule 1. “Standard Rates”  means rates charged by Service Provider for the provisions of Services pursuant to this Agreement, as varied from time to time by notice to the Customer. 1.2 Interpretation The parties acknowledge and agree that business may be undertaken by the electronic exchange of information and the provisions of this Agreement will be read and construed to give effect thereto. 2. SERVICE PROVIDER'S OBLIGATIONS Service Provider agrees to supply the Services to the Customer as set out in Schedule 1 and according to the conditions of this Agreement. 3. CUSTOMER’S OBLIGATIONS 3.1    The   Customer   acknowledges   that   Service   Provider   in   providing   services   is   acting   at   the   Customer’s   direction.      Where   a   design   statement   or   specifications   are   agreed   by   the   parties   the   Customer   must   determine   whether   they will meet the Customer’s business requirements, Service Provider cannot advise in this regard. 3.2    The   Customer   warrants   that   they   have   implemented,   tested   and   currently   adhere   to   professionally   accepted   backup,   disaster   recovery,   support   and   maintenance   systems   and   are   satisfied   that   these   systems   reflect   the importance of the data maintained.  Customer agrees to indemnify Service Provider from any loss resulting from the failure to maintain suitable data recovery systems. 4. PAYMENT 4.1 Payment/Invoices The   Customer   will   promptly   pay   the   Service   Fee   for   Services   to   Service   Provider   upon   the   dates   set   out   in   this   Agreement   (Schedule   1)   and   if   not   so   specified   then   14   days   in   arrears.      Invoices   will   be   sent   weekly   as   the   services   are provided. 4.2         Service Fees & Expenses Unless   otherwise   stated   in   Schedule   1,   “Day”   means   an   8.0   hour   day   between   9.00   am   and   5.30   pm,   excluding   weekends   and   public   holidays.      The   hourly   rate   is   the   daily   rate   divided   by   8.0.      Customer   will   pay   the   hourly   rate   in addition   to   the   daily   rate   for   any   Services   performed   in   excess   of   9   hours   in   a   day.      Customer   will   pay   the   hourly   rate   instead   of   the   daily   rate   for   any   Services   performed   in   less   than   8.0   hours   in   a   day.      Hourly   Rates   are   subject   to   a minimum purchase of 2 hours.  Customer will reimburse the Service Provider at cost for expenses reasonably incurred in the course of providing the Services.  4.3 Interest on Overdue Amounts If   any   amount   payable   to   Service   Provider   under   this   Agreement   has   not   been   paid   by   the   Customer   within   14   days   of   the   due   date   for   payment,   Service   Provider   may   charge   interest   on   the   amount   outstanding   (at   the   current rate   of   penalty   interest   prescribed   by   the   Penalty   Interest   Rate   Act   of   1983   or   the   highest   amount   permitted   by   law)   from   the   due   date   for   payment   until   such   time   as   full   payment   of   the   outstanding   amount   is   made   by   the Customer; and suspend performance of this Agreement until paid in full, provided Service Provider gives the Customer at least 14 days written notice. 4.4        Prepayment of Services On   occasion,   the   Service   Provider   may   offer   the   Customer   the   opportunity   of   paying   for   services   in   advance   at   a   discounted   rate.   All   prepaid   days   purchased   must   be   used   within   twelve   months   of   the   purchase   date,   at   which point any unused days are deemed to have expired. No refunds will be given for expired days. 5. INTELLECTUAL PROPERTY Upon   receipt   by   Service   Provider   of   payment   in   full   of   the   Service   Fee,   and   any   additional   charges,   Service   Provider   assigns   to   the   Customer   a   non-exclusive   royalty-free   perpetual   licence,   for   use   only   by   Customer,   to   all   software and supporting documentation developed and delivered as part of the Services but excluding Proprietary Software. 6. CONFIDENTIALITY Except   as   required   by   law,   each   party   must   keep   confidential   and   not   disclose   without   the   prior   written   consent   of   the   other   party   any   and   all   Confidential   Information   to   any   person,   except   to   its   employees,   contractors   and agents necessary for the purposes of this Agreement and who have first undertaken to keep the Confidential Information confidential and not to use it except for the purposes of this Agreement. 7. LIABILITY 7.1   The   liability   of   Service   Provider   to   the   Customer   for   a   breach   of   this   Agreement   or   a   Contract   or   for   any   statutory   causes   of   action,   common   law   or   tort   (including   negligence)   in   any   way   arising   from   the   Contract   in   question   or from this Agreement will be limited to the following extent: (a)   Service   Provider   will   not   be   liable   for   any   direct   or   indirect   lost   profit   or   revenue,   exemplary   damages,   deletion   or   corruption   of   electronically   or   digitally   stored   information,   or   without   limiting   the   foregoing,   any   indirect   or consequential loss or damage howsoever described or claimed; 7.2    The   Customer   will   indemnify   Service   Provider   and   keep   Service   Provider   indemnified   against   all   and   any   demands,   claims,   actions   and   proceedings   whatsoever   and   howsoever   arising   made   by   any   third   person   in   connection with   or   arising   out   of   the   Customer's   use   of   the   Services   and   all   and   any   losses,   costs,   expenses   and   damages   whatsoever   and   howsoever   incurred   by   Service   Provider   in   connection   with   or   arising   out   of   a   breach   by   the   Customer of any provision of this Agreement, provided the service provider has not been negligent or contributed to the loss or breach. 7.3   Nothing   in   this   Agreement   excludes,   restricts   or   modifies   any   condition,   warranty,   right   or   remedy   which   is   conferred   on   the   Customer   by   the   Acts.      Where   Service   Provider   breaches   a   condition   or   warranty   which   has   been implied by the Acts, its liability for breach will be limited to (where permissible by the Acts): (a)   in   the   case   of   the   supply   of   goods:   the   replacement   of   the   goods   or   the   supply   of   equivalent   goods,   or   the   repair   of   the   goods,   or   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; and (b) in the case of the provision of services: the supplying of the services again, or the payment of the cost of having the services supplied again; whichever Service Provider sees fit to provide. 7.4  The rights and remedies which the Customer has under this Agreement are in addition to all the rights and remedies which it has under the Acts. 8. TERMINATION 8.1 Termination by Service Provider Service Provider or Customer in its discretion may upon 1 weeks notice in writing terminate this Agreement. 8.2 Consequences of Termination (a) If Service Provider terminates this Agreement in accordance with clause 8.1, the Customer will remain liable to pay Service Provider for Services rendered up to the date of termination. (b) Upon the termination or expiry of this Agreement for any reason, the Customer must return to Service Provider all the Confidential Information or, if it is not capable of return, destroy it. (c)   If   Customer   terminates   this   Agreement   in   accordance   with   clause   8.1,   Customer   must   pay   Service   Provider,   or   redeem   prepaid   Services   credits   for,   the   following   cancellation   fee   if   Customer   cancels   a   confirmed   Services booking without giving Service Provider at least 5 business days written (including email) cancellation notice before the scheduled Services start date: '        0 - 1 business day before start date:  75% of the fees for the Services cancelled '        2 - 5 business days before start date:  50% of the fees for the Services cancelled 8.3 Survival of Obligations Clauses   6,   7   and   4.2   will   survive   expiration   or   termination   of   this   Agreement   and   will   continue   to   the   benefit   of   and   be   enforceable   by   Service   Provider.      Nothing   in   clause   7   shall   limit   a   party’s   rights   to   obtain   urgent,   interlocutory or equitable relief including without limitation injunctive relief. 9. GENERAL 9.1 The failure of either party to insist upon a strict performance of any of the terms of this Agreement will not be deemed a waiver of any subsequent breach or default in the terms of this Agreement. 9.2  Each party will promptly execute all documents and do all things that the other party reasonably requires of it to give effect to the provisions of this Agreement and the transactions contemplated by it. 9.3 Each provision of this Agreement is severable from the others and no severance of a provision will affect any other provision. 9.4  This Agreement is governed by and will be construed in accordance with the laws of New South Wales. The parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of New South Wales. 9.5 The Customer will not assign any of its rights, benefits or obligations under this Agreement. 9.6  This document embodies the entire understanding and agreement between the parties as to the subject matter of this Agreement.  The Schedule will prevail over any Annexure to the extent of any inconsistency. 10. TAXES Unless   expressly   stated   to   the   contrary,   all   fees,   costs   and   charges   referred   to   in   this   Agreement   are   exclusive   of   all   taxes,   duties   and   imposts.      If   Service   Provider   is   or   will   be   liable   for   any   taxes,   duties   or   imposts   (including   GST) on   or   relating   to   this   Agreement   or   anything   done   pursuant   to   this   Agreement   (excluding   income   tax)   then   the   Customer   will   pay   Service   Provider   an   amount   equal   to   that   liability   at   the   time   that   it   pays   any   fees,   costs   or   charges to which the liability relates. 11. PROMOTION The Customer may agree to participate in promotional videos or other materials that refer to the success of projects carried out by the Service Provider. 12. EXPORT The   Customer   will   obtain   all   consents   and   licences   as   may   be   required   from   time   to   time   under   local   laws   and   regulations   of   any   other   country,   including   but   not   limited   to,   the   Export   Administration   Regulations   of   the   United States of America that might affect or regulate the product of those services. 13. RECRUITMENT OF EMPLOYEES AND CONSULTANTS 13.1  During the term of this Agreement and for a period of 12 months following its termination the Customer shall not directly or indirectly do any of the following: a ) Solicit or encourage any employee or consultant of the Service Provider with whom the Customer has come into contact through this Agreement, to leave the employ of or cease work for the Service Provider. b ) Hire or contract any employee or consultant of the Service Provider with whom the Customer has come into contact through this Agreement . 13.2    The   Customer   acknowledges   that   Service   Provider   invests   substantial   time   and   resources   in   its   staff   and   consultants   and   accordingly   the   Customer   agrees   that   in   the   event   that   it   breaches   clause   13.1,   it   will   pay   Service Provider   its   loss   and   damage   which   the   parties   estimate   is   six   months   average   income   of   that   employee   or   consultant   when   last   working   with   the   Service   Provider,   and   the   Customer   agrees   to   pay   that   amount   as   liquidated damages. 14. AGREEMENT This Agreement is construed under and subject to the laws of New South Wales, Australia.
BIReady Australia BIReady Pty Ltd 143 Aiken Road, West Pennant Hills NSW 2125 Australia Email info@biready.com.au  Telephone +61 (0)2 8880 5111 www.biready.com.au ABN : 57 167 132 112

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At BIReady Australia, we provide our customers with best-of-breed Information Management solutions. As such, our solutions and services offer advanced expertise in Data Warehouse Automation, Data Quality, Textual Analysis and Business Intelligence. Our experience extends across Healthcare, Finance and Retail.
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BIReady Australia BIReady Pty Ltd 143 Aiken Road, West Pennant Hills NSW 2125 Australia Email info@biready.com.au  Telephone +61 (0)2 8880 5111 www.biready.com.au ABN : 57 167 132 112

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Terms and Conditions of Business

1. DEFINITIONS AND INTERPRETATION 1.1 Definitions “Service Provider” means BIReady Pty Ltd trading as BIReady Australia. “Customer”   means   any   organisation   or   entity   purchasing   products   or   services   from   the Service Provider. “Confidential    Information”    means    the    terms    of    this    Agreement    and    of    any    other agreement   between   Service   Provider   and   the   Customer,   any   software   (including   source code),   all   documentation,   information   relating   to   the   business   or   financial   affairs   of   either party    or    the    Customer's    customers    and    any    information,    document    or    item    which    is designated   by   either   party   as   confidential   or   relates   to   Service   Provider   or   the   Customer and is not in the public domain; “GST    Act”     means    A    New    Tax    System    (Goods    and    Services    Tax)    Act    1999    and    related legislation and/or regulations; “Intellectual   Property   Rights”   means   copyright,   trade   mark,   design,   patent,   trade   secret, Confidential Information, semiconductor or circuit layout rights; “Proprietary    Software”     means    all    software    owned,    licensed    or    developed    prior    to    or outside of the scope of the Services by Service Provider; “Services” means the services specified in Schedule 1. “Service Fee” means the service fee specified Schedule 1. “Standard   Rates”    means   rates   charged   by   Service   Provider   for   the   provisions   of   Services pursuant to this Agreement, as varied from time to time by notice to the Customer. 1.2 Interpretation The   parties   acknowledge   and   agree   that   business   may   be   undertaken   by   the   electronic exchange   of   information   and   the   provisions   of   this   Agreement   will   be   read   and   construed   to give effect thereto. 2. SERVICE PROVIDER'S OBLIGATIONS Service   Provider   agrees   to   supply   the   Services   to   the   Customer   as   set   out   in   Schedule   1   and according to the conditions of this Agreement. 3. CUSTOMER’S OBLIGATIONS 3.1    The   Customer   acknowledges   that   Service   Provider   in   providing   services   is   acting   at   the Customer’s   direction.      Where   a   design   statement   or   specifications   are   agreed   by   the   parties the     Customer     must     determine     whether     they     will     meet     the     Customer’s     business requirements, Service Provider cannot advise in this regard. 3.2    The   Customer   warrants   that   they   have   implemented,   tested   and   currently   adhere   to professionally   accepted   backup,   disaster   recovery,   support   and   maintenance   systems   and are   satisfied   that   these   systems   reflect   the   importance   of   the   data   maintained.      Customer agrees   to   indemnify   Service   Provider   from   any   loss   resulting   from   the   failure   to   maintain suitable data recovery systems. 4. PAYMENT 4.1 Payment/Invoices The   Customer   will   promptly   pay   the   Service   Fee   for   Services   to   Service   Provider   upon   the dates   set   out   in   this   Agreement   (Schedule   1)   and   if   not   so   specified   then   14   days   in   arrears.     Invoices will be sent weekly as the services are provided. 4.2         Service Fees & Expenses Unless   otherwise   stated   in   Schedule   1,   “Day”   means   an   8.0   hour   day   between   9.00   am   and 5.30   pm,   excluding   weekends   and   public   holidays.      The   hourly   rate   is   the   daily   rate   divided by   8.0.      Customer   will   pay   the   hourly   rate   in   addition   to   the   daily   rate   for   any   Services performed   in   excess   of   9   hours   in   a   day.      Customer   will   pay   the   hourly   rate   instead   of   the daily   rate   for   any   Services   performed   in   less   than   8.0   hours   in   a   day.      Hourly   Rates   are subject   to   a   minimum   purchase   of   2   hours.      Customer   will   reimburse   the   Service   Provider   at cost for expenses reasonably incurred in the course of providing the Services.  4.3 Interest on Overdue Amounts If   any   amount   payable   to   Service   Provider   under   this   Agreement   has   not   been   paid   by   the Customer   within   14   days   of   the   due   date   for   payment,   Service   Provider   may   charge   interest on    the    amount    outstanding    (at    the    current    rate    of    penalty    interest    prescribed    by    the Penalty   Interest   Rate   Act   of   1983   or   the   highest   amount   permitted   by   law)   from   the   due date   for   payment   until   such   time   as   full   payment   of   the   outstanding   amount   is   made   by   the Customer;   and   suspend   performance   of   this   Agreement   until   paid   in   full,   provided   Service Provider gives the Customer at least 14 days written notice. 4.4        Prepayment of Services On   occasion,   the   Service   Provider   may   offer   the   Customer   the   opportunity   of   paying   for services   in   advance   at   a   discounted   rate.   All   prepaid   days   purchased   must   be   used   within twelve   months   of   the   purchase   date,   at   which   point   any   unused   days   are   deemed   to   have expired. No refunds will be given for expired days. 5. INTELLECTUAL PROPERTY Upon   receipt   by   Service   Provider   of   payment   in   full   of   the   Service   Fee,   and   any   additional charges,   Service   Provider   assigns   to   the   Customer   a   non-exclusive   royalty-free   perpetual licence,   for   use   only   by   Customer,   to   all   software   and   supporting   documentation   developed and delivered as part of the Services but excluding Proprietary Software. 6. CONFIDENTIALITY Except   as   required   by   law,   each   party   must   keep   confidential   and   not   disclose   without   the prior   written   consent   of   the   other   party   any   and   all   Confidential   Information   to   any   person, except    to    its    employees,    contractors    and    agents    necessary    for    the    purposes    of    this Agreement   and   who   have   first   undertaken   to   keep   the   Confidential   Information   confidential and not to use it except for the purposes of this Agreement. 7. LIABILITY 7.1   The   liability   of   Service   Provider   to   the   Customer   for   a   breach   of   this   Agreement   or   a Contract   or   for   any   statutory   causes   of   action,   common   law   or   tort   (including   negligence)   in any   way   arising   from   the   Contract   in   question   or   from   this   Agreement   will   be   limited   to   the following extent: (a)   Service   Provider   will   not   be   liable   for   any   direct   or   indirect   lost   profit   or   revenue, exemplary   damages,   deletion   or   corruption   of   electronically   or   digitally   stored   information, or   without   limiting   the   foregoing,   any   indirect   or   consequential   loss   or   damage   howsoever described or claimed; 7.2    The   Customer   will   indemnify   Service   Provider   and   keep   Service   Provider   indemnified against   all   and   any   demands,   claims,   actions   and   proceedings   whatsoever   and   howsoever arising   made   by   any   third   person   in   connection   with   or   arising   out   of   the   Customer's   use   of the    Services    and    all    and    any    losses,    costs,    expenses    and    damages    whatsoever    and howsoever   incurred   by   Service   Provider   in   connection   with   or   arising   out   of   a   breach   by   the Customer   of   any   provision   of   this   Agreement,   provided   the   service   provider   has   not   been negligent or contributed to the loss or breach. 7.3   Nothing   in   this   Agreement   excludes,   restricts   or   modifies   any   condition,   warranty,   right or    remedy    which    is    conferred    on    the    Customer    by    the    Acts.        Where    Service    Provider breaches   a   condition   or   warranty   which   has   been   implied   by   the   Acts,   its   liability   for   breach will be limited to (where permissible by the Acts): (a)   in   the   case   of   the   supply   of   goods:   the   replacement   of   the   goods   or   the   supply   of equivalent   goods,   or   the   repair   of   the   goods,   or   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; and (b)   in   the   case   of   the   provision   of   services:   the   supplying   of   the   services   again,   or   the payment of the cost of having the services supplied again; whichever Service Provider sees fit to provide. 7.4    The   rights   and   remedies   which   the   Customer   has   under   this   Agreement   are   in   addition to all the rights and remedies which it has under the Acts. 8. TERMINATION 8.1 Termination by Service Provider Service   Provider   or   Customer   in   its   discretion   may   upon   1   weeks   notice   in   writing   terminate this Agreement. 8.2 Consequences of Termination (a)    If    Service    Provider    terminates    this    Agreement    in    accordance    with    clause    8.1,    the Customer   will   remain   liable   to   pay   Service   Provider   for   Services   rendered   up   to   the   date   of termination. (b)   Upon   the   termination   or   expiry   of   this   Agreement   for   any   reason,   the   Customer   must return   to   Service   Provider   all   the   Confidential   Information   or,   if   it   is   not   capable   of   return, destroy it. (c)   If   Customer   terminates   this   Agreement   in   accordance   with   clause   8.1,   Customer   must pay   Service   Provider,   or   redeem   prepaid   Services   credits   for,   the   following   cancellation   fee   if Customer   cancels   a   confirmed   Services   booking   without   giving   Service   Provider   at   least   5 business   days   written   (including   email)   cancellation   notice   before   the   scheduled   Services start date: '        0 - 1 business day before start date:  75% of the fees for the Services cancelled '        2 - 5 business days before start date:  50% of the fees for the Services cancelled 8.3 Survival of Obligations Clauses    6,    7    and    4.2    will    survive    expiration    or    termination    of    this    Agreement    and    will continue   to   the   benefit   of   and   be   enforceable   by   Service   Provider.      Nothing   in   clause   7   shall limit   a   party’s   rights   to   obtain   urgent,   interlocutory   or   equitable   relief   including   without limitation injunctive relief. 9. GENERAL 9.1   The   failure   of   either   party   to   insist   upon   a   strict   performance   of   any   of   the   terms   of   this Agreement   will   not   be   deemed   a   waiver   of   any   subsequent   breach   or   default   in   the   terms of this Agreement. 9.2    Each   party   will   promptly   execute   all   documents   and   do   all   things   that   the   other   party reasonably    requires    of    it    to    give    effect    to    the    provisions    of    this    Agreement    and    the transactions contemplated by it. 9.3   Each   provision   of   this   Agreement   is   severable   from   the   others   and   no   severance   of   a provision will affect any other provision. 9.4    This   Agreement   is   governed   by   and   will   be   construed   in   accordance   with   the   laws   of New   South   Wales.   The   parties   irrevocably   and   unconditionally   submit   to   the   non-exclusive jurisdiction of the courts of New South Wales. 9.5    The    Customer    will    not    assign    any    of    its    rights,    benefits    or    obligations    under    this Agreement. 9.6    This   document   embodies   the   entire   understanding   and   agreement   between   the   parties as   to   the   subject   matter   of   this   Agreement.      The   Schedule   will   prevail   over   any   Annexure   to the extent of any inconsistency. 10. TAXES Unless    expressly    stated    to    the    contrary,    all    fees,    costs    and    charges    referred    to    in    this Agreement   are   exclusive   of   all   taxes,   duties   and   imposts.      If   Service   Provider   is   or   will   be liable   for   any   taxes,   duties   or   imposts   (including   GST)   on   or   relating   to   this   Agreement   or anything   done   pursuant   to   this   Agreement   (excluding   income   tax)   then   the   Customer   will pay   Service   Provider   an   amount   equal   to   that   liability   at   the   time   that   it   pays   any   fees,   costs or charges to which the liability relates. 11. PROMOTION The   Customer   may   agree   to   participate   in   promotional   videos   or   other   materials   that   refer to the success of projects carried out by the Service Provider. 12. EXPORT The   Customer   will   obtain   all   consents   and   licences   as   may   be   required   from   time   to   time under   local   laws   and   regulations   of   any   other   country,   including   but   not   limited   to,   the Export   Administration   Regulations   of   the   United   States   of   America   that   might   affect   or regulate the product of those services. 13. RECRUITMENT OF EMPLOYEES AND CONSULTANTS 13.1     During    the    term    of    this    Agreement    and    for    a    period    of    12    months    following    its termination the Customer shall not directly or indirectly do any of the following: a ) Solicit   or   encourage   any   employee   or   consultant   of   the   Service   Provider   with whom   the   Customer   has   come   into   contact   through   this   Agreement,   to   leave   the employ of or cease work for the Service Provider. b ) Hire   or   contract   any   employee   or   consultant   of   the   Service   Provider   with whom the Customer has come into contact through this Agreement . 13.2     The    Customer    acknowledges    that    Service    Provider    invests    substantial    time    and resources   in   its   staff   and   consultants   and   accordingly   the   Customer   agrees   that   in   the   event that   it   breaches   clause   13.1,   it   will   pay   Service   Provider   its   loss   and   damage   which   the parties   estimate   is   six   months   average   income   of   that   employee   or   consultant   when   last working    with    the    Service    Provider,    and    the    Customer    agrees    to    pay    that    amount    as liquidated damages. 14. AGREEMENT This Agreement is construed under and subject to the laws of New South Wales, Australia.