Professional Services:
Terms of Use
Introduction
- These Standard Terms and Conditions are part of our proposal and must be read together with the proposal as they form your agreement with us. These Standard Terms and Conditions apply to all work and services that Propella undertakes for you with respect to this engagement and to any variation of those services.
- The Standard Terms and Conditions, together with the proposal constitute the entire agreement between us. No items are to be implied into the contract other than those implied under statute.
- These Standard Terms and Conditions supersede all previous terms and conditions relating to the engagement and any changes relating to these.
- On your acceptance of the terms contained in the Proposal you will be bound by these Standard Terms and Conditions. The methods of acceptance are set out in the proposal.
- All references to “Client” or “you” are references to the client named or described in the Proposal.
- All references to “Propella”, “Propella.ai” “us” or “we” are references to Propella.Ai Pty Ltd ACN 623 902 885
Our Services
- The services we have agreed to provide to you, which comprise the scope of our work for this engagement, are set out in our Proposal. We will of course exercise reasonable skill and care to provide our services.
- From time to time you may request additional services from us. Where we agree to provide these services to you, they will be governed by these Standard Terms and Conditions.
- Unless otherwise specifically stated in the proposal, any advice or opinion relating to the services is provided solely for your benefit. Except as required by law, you may not disclose all or any part of the advice or opinion in any way, including by publication or electronic media, to any other party without our written consent.
- We disclaim all responsibility for the consequences of anyone, apart from you, relying on our advice and/or opinion without our written consent.
Your Responsibilities
- You agree to pay for the services we provide in accordance with the payment terms set out in the proposal and in these StandardTerms and Conditions.
- In order to provide our services to you, we require your co-operation and support. You will:
(a) provide, in a timely way, all information and materials that we reasonably require enabling us to provide the services set out in the proposal;
(b) when reasonably required, arrange access to:- Members of your staff;
- Third parties;
- Records;
- Technology and systems, and;
- Premises
(c) respond promptly to us to ensure our services can be provided efficiently and effectively, and
(d) agree that by accepting the proposal that you authorise us to do all things reasonably necessary to provide the services.
- Please do not assume that we know information you have not told us. Where you, or others on your behalf have made information available to our staff not engaged in the provision of the services, please do not assume that this information has been made available to our staff who are engaged in the provision of the services to you.
- Your primary representative from Propella is initially the Client Relationship & Onboarding Manager specified in the proposal or as otherwise notified to you during the course of the engagement.
- We will rely on the information and material hat you or another party provides. We will not verify this information and/or material unless you request or advise us to do so and we agree to do so as part of our services. You are responsible for the completeness and accuracy of the information and materials you supply to us
- If you become aware that any of the information or material provided to us has changed, is incomplete, incorrect or misleading, or may in any other way impact upon the services we provide to you, you must inform us immediately. You must also take all reasonably necessary steps to correct any announcement, communication or document issued which contains refers to, or is based upon such information.
- We disclaim all responsibility for your failure to inform us of any changes to any information and/or material which impacts upon the services we have agreed to provide to you.
- Any advice or opinion that we provide to you is based on your particular circumstances and must not be shared with any third party (other than your appointed advisors or as required by law). If you provide any advice or opinion we give to you to a third party without our consent, you agree to indemnify us against any claims made against us by that third party or any other party and for the costs of defending any such claims.
Non-Conformance - If you become aware that the advice or opinion we have provided to you does not conform to the scope of services set out in the proposal, you must promptly notify us so that we are given the opportunity to rectify any such advice or opinion. If you fail to do so, we disclaim all responsibility for our advice/opinion failing to conform to the scope of services set out in the proposal.
Our Liability - In relation to our engagement with you:
(a) you agree that, to the fullest extent permitted by law, we will not be liable (whether in contract or tort or otherwise) to you(or any person asserting claims on behalf of or in right of you) for or in connection with any Loss, proceedings or judgments in any jurisdiction which refer to or relate to or arise from, directly or indirectly, our engagement with you, except to the extent any such Loss, proceedings or judgments arise asa result of our error, fraud, wilful misconduct or negligence as finally determined in a court of law of competent jurisdiction, and
(b) that for the purposes of this clause 20, “Loss” means any loss including any damage, claim, action, liability, cost, expense, charge, penalty, outgoing or payment and legal costs and expenses on a full indemnity basis.
- It is agreed that no party will be liable for any indirect or consequential loss and damage
- You acknowledge and agree that you have not relied on any representation in entering into this proposal and that all warranties, conditions, liabilities or representations in relation to the quality or fitness of the services (other than any being or giving rise to non-excludable rights under any laws in force in any applicable jurisdiction)which might be implied by law or otherwise, are expressly excluded.
Fees - The basis on which we charge fees for this engagement is set out in the proposal
- If the proposal includes a fixed fee monthly subscription, we require that you enter into a direct debit arrangement to pay our fees, expenses and disbursements. We use third party providers for this purpose and you agree that you will comply with the terms and conditions of any such third party supplier.
- If the proposal includes a fixed fee subscription, you agree that you will, on acceptance of the proposal, enter into and complete any forms or agreements required by a third party supplier of direct debit services.
- If the proposal includes fees calculated on a time (hourly) basis, we will regularly render you an invoice that sets out our fees, expenses and disbursements. Our invoice is payable within 14 days of the date of issue unless otherwise agreed with us.
- If you do not pay our fees, expenses or disbursements in full and when they are due, we may (without limitation):
- Elect not to continue to provide our services to you;
- Suspend work until further payment is made;
- Charge interest on any unpaid amount. The rate of interest will be at the prevailing bank bill swap rate + 4% per annum; and
- Instigate legal proceedings without further notice.
Without prejudice to the above, we may take further action to recover any outstanding amounts due to us. Any costs, fees or disbursements that we incur in the recovery of the outstanding amounts, together with any interest, will be added to the amount due to us.
- Where applicable, all fees, expenses and disbursements will require an additional payment of 10% of Goods and servicesTax (unless a GST-free relief is applicable) and all amounts quoted in our proposal are GST exclusive.
Disbursements - In addition to our fees, we may incur additional costs (“disbursements”) on your behalf during the engagement with you and in relation to the performance of the services.
- General disbursements may include charges and expenses for travel, accommodation, and certain document production and handling. Please refer to the proposal for details of any specific disbursements that we may incur (eg software licence costs). By engaging us you consent to us incurring those disbursements on your behalf and you agree to reimburse us for them.
Documents - All materials developed, modified, designed or created by us during carrying ours services, including know how, systems, software, reports, documents, written advice, drafts and working papers belong to us. Any correspondence or documents we provide to you during the engagement belong to you unless we specify otherwise
- Unless otherwise agreed in the proposal, all original documents you have provided to us during this engagement belong to you.
- On completion of our work, or termination of this engagement, we will return to you any papers to which you are entitled.Upon completion of the engagement we will store our file, including any documents or materials you leave with us, for a period of 7 years from the date of our final invoice. You authorise us to destroy our file after the expiration of that period.
- We may charge for special storage requirements and/or retrieving documents from storage if you request them.
- We will exercise our right to retain documents to which you are entitled relating to this engagement, until all our outstanding fees and disbursements are paid in full, unless acceptable security is provided.
Electronic documents and communication - You authorise us to communicate with you and provide you with documents electronically.
- To the extent permitted by law, we will not be responsible for any liability caused in connection with electronic transmissions. You will take all reasonable steps to ensure you have suitable systems in place to prevent corruption of data or transmission of viruses in your electronic documents or other communication to us. You acknowledge and accept the risks that email communications may not always be secure, irrespective of the security we have in place.
- We authorise you to communicate with us and provide us with documents electronically
Confidentiality - Information we acquire in the course of this engagement is subject to strict confidentiality requirements. We agree to protect the confidential information in a reasonable and appropriate manner and in accordance with applicable professional standards. We also agree that we will only use, reproduce or disclose your confidential information for authorised purposes (including, for the purposes of performing our obligations under this engagement or for our business purposes). By signing this engagement and by providing us with confidential information you agree to our use of that data for the authorised purposes.
- With regard to ‘personal information’, we agree to deal with and protect this information in accordance with the relevant Commonwealth privacy legislation and the terms of our Privacy Policy (as set out at https://www.propella.ai/privacy-policy). By signing this engagement and by providing us with ‘personal information’, you agree to, and accept, the terms of our Privacy Policy as presently stated and as amended from time to time.
- Not withstanding the above, by signing this engagement, you agree that we may disclose confidential information or ‘personal information’ in circumstances where such disclosure is required bylaw or is required in order for us to comply with our professional duties and obligations, or as required by professional or regulatory bodies.
Copyright and Intellectual Property - Unless otherwise specified in the proposal, we retain all copyright and intellectual property rights in all material developed, designed or created by us during carrying out the services including know how, systems, software, reports, written advice, drafts and working papers.
- You acknowledge that any documents or material given to us in relation to this engagement will not infringe the copyright or intellectual property rights of any other entity.
- You must not use the Propella name or logo on any website or in any public statement unless you have our written prior consent.
Dispute resolution and Complaints - Should you have any complaints about the service provided to you, Propella has a formal complaints handling procedure that provides you with the opportunity to have your complaint dealt with in an open, honest and transparent manner. To start a complaint procedure, we invite you to contact the Managing Director specified in the proposal.
- In the event of a dispute, or where fees, expenses or disbursements remain unpaid beyond their due date, we reserve the right to suspend the provision of services until such time as the dispute is resolved or the amounts are paid. Suspension of services will not affect your obligation to pay us for services rendered and disbursements incurred up to the date of suspension.
Staff - When our staff (including contractors) are assigned to work for you, you agree that, during the period of the engagement and for a period of 12 months following the completion or termination of the engagement, you will not contract, employ, or procure a third party to contractor employ any staff member (or a related entity of such staff member) without our consent. If we do provide consent, we reserve the right to charge you a fee equivalent to the recruitment, training and additional expenses required to replace our employee (plus GST).
Third Party Involvement - We may from time to time engage third party service providers to assist with providing the services to you. These may include, without limitation, cloud service providers and outsourced service providers.
- Acceptance of our services in conjunction with this engagement document indicates your acceptance of the use of third party service providers.
Term and Termination - If the proposal specifies a fixed fee monthly subscription, this agreement will apply from the commencement date stated in the proposal, or where no commencement date is specified, from the date of acceptance of the proposal or the date on which the services commenced, whichever is earlier, and continue for a period of twelve (12) months.
- If the proposal includes fees calculated on a time (hourly) basis, then our agreement with you will continue until such time as the services are completed or the agreement is terminated.
- Either party may terminate this agreement at anytime by giving at least 30 days written notice.
- We may terminate this agreement by giving you 7 days notice in writing, unless a shorter period is required for matters of urgency, if:
- You do not pay our invoices per the terms stated on the invoice;
- We have requested instructions, information or materials from you but you have failed to provide them in a timely manner;
- You give us instructions that are false and misleading; or
- Any other reasonable grounds.
- Either party may terminate this engagement in the event of bankruptcy or the appointment of a receiver or an administrator of the other party.
- All amounts due to us shall become payable in full when termination takes effect.
- Termination under this clause shall be without prejudice to any rights that may have accrued before termination.
- In the event of the termination of our services, you are advised that a lien may be invoked over certain documents held until any outstanding fees, expenses or disbursements have been paid.
Changes - Changes to the proposal or these Standard Terms and Conditions must be in writing and signed by you and us.
- A notice period of 30 days shall apply for any modification or reassessment of the original proposal.
Governing law and jurisdiction - The terms of our engagement with you will be governed by and construed according to the laws applying in Victoria.
- Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Victoria.
Waiver - A failure by us to take action to enforce our rights does not constitute a waiver of any right or remedy under this agreement unless it is in writing and signed by us. A waiver by us of any specific provision of this agreement does not affect any other provision of this agreement.