Effective from November 30, 2023

1.0 Background
1.1 The Client wishes to engage the Company to provide the Services from the Commencement Date.
1.2 The Company agrees to be engaged by the Client to provide the Services on the terms and conditions set out in this document and the associated Service Agreement or the associated Proposal.
 

2.0 Defined terms
2.1 Affiliate means:
2.1.1 a Related Body Corporate of the party; or
2.1.2 an entity (including a natural person) which the party controls (within the meaning of section 50AA of the Corporations Act).
2.2 Business Day means a day that is not a Saturday, Sunday or public holiday in Brisbane, Queensland.
2.3 Client means the entity (including a natural person) as set out in the Service Agreement that is the recipient of the Services provided by the Company.
2.4 Commencement Date means the date set out in the associated Service Agreement.
2.5 Company means de Freece Pty Ltd trading as AIC Connect, ABN 13 662 558 429.
2.6 Completion Date means the date set out in the associated Service Agreement.
2.7 Confidential Information means all information, ideas, concepts, data, know-how and trade secrets (whether or not in a material form) regarding the Client, the Company, the Group or any of its businesses, products or services, which is disclosed to the other Party, or which is otherwise made known to the other Party, or is generated by the Company in the course of the Company's engagement with the Client, except where that information is or comes into the public domain otherwise than through the Contractor's breach of the terms set out herein.
2.8 Contract Materials means all materials, created, made or discovered by the Company (either alone or with others):
2.8.1 in the course of the Company's engagement with the Client; or
2.8.2 as a result of using the resources (including the Confidential Information and Intellectual Property Rights) of the Company.
2.9 Corporations Act means the Corporations Act 2001 (Cth).
2.10 Group means means the Company and its Related Bodies Corporate.
2.11 Intellectual Property Rights means all present and future intellectual or industrial property rights anywhere in the world, including without limitation any copyright, moral right, patent, trade mark, registered design, registered or unregistered plant breeder’s right, trade secret, knowhow, right in relation to semi-conductors and circuit layouts, trade or business or company name, indication or source or appellation of origin or other proprietary right or right of registration of such rights.
2.12 Materials means any methodologies, ideas, processes, documents, software, reports, diagrams, concepts, techniques, know-how and any other material created, developed, modified or adapted by the Client during the course of the performance of the Services or in connection with its engagement with the Company.
2.13 Performance Payment means a payment payable by the Client to the Company based on an agreed performance metric and is subject to GST.
2.14 Proposal means a written plan or suggestion put forward by the Company to the Client for consideration. A Proposal is applicable for non-recurring services.
2.15 Related Body Corporate has the meaning given to that term by section 9 Corporations Act.
2.16 Service Fee means the fee payable for the Services as set out within the Service Agreement or Proposal and Standard Terms Of Service and is subject to GST.
2.17 Services means services referred to in the Service Agreement the Standard Terms Of Service.
2.18 Service Agreement means the document outlining the scope of the Services as agreed between the Parties. A Service Agreement is applicable for recurring services.
2.19 Standard Terms Of Service means these terms as amended from time to time, available at https://www.aicconnect.com.au/terms-of-service/
2.20 Tax means means a tax, levy, duty, charge, deduction or withholding (including GST), however it is described, that is imposed by law or by a government agency, together with any related interest, penalty, fine or other charge.
2.21 Term means the period commencing on the Commencement Date and ending on the Completion Date, or the Termination Date, or if no Termination Date is stated, on termination of the Service Agreement.
2.22 Termination Date means the date the Service Agreement is terminated in accordance with the termination provisions in clause 10 of these terms.

3.0 Interpretation
3.1 In these terms and the terms in the Service Agreement:
3.1.1 a reference to a clause, schedule, annexure or party is a reference to a clause of, and a schedule, annexure or party to, this document and references to this document include any schedules or annexures;
3.1.2 a reference to a party to this document or any other document or agreement includes the party's successors, permitted substitutes and permitted assigns;
3.1.3 if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
3.1.4 a reference to a document or agreement (including a reference to these terms) is to that document or agreement as amended, supplemented, varied or replaced;
3.1.5 a reference to these terms includes the agreement recorded by the associated Service Agreement;
3.1.6 a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
3.1.7 if any day on or by which a person must do something under this document is not a Business Day, then the person must do it on or by the next Business Day;
3.1.8 a reference to a person includes a corporation, trust, partnership, unincorporated body, government and local authority or agency, or other entity whether or not it comprises a separate legal entity;
3.1.9 unless otherwise stated, a reference to '$' or 'dollar' is to Australian currency; and
3.1.10 the meaning of any general language is not restricted by any accompanying example, and the words 'includes', 'including', 'such as', or 'for example' (or similar phrases) do not limit what else might be included.
 

4.0 Engagement
4.1 The Company is engaged to provide the Services for the Term in accordance with the terms of these Standard Terms Of Service and the associated Service Agreement or Proposal.
4.2 The Company may perform the Services:
4.2.1 from any place the Company deems appropriate; and
4.2.2 in consideration of any request reasonably given by the Client (and otherwise in the manner the Company reasonably deems appropriate).
 

5.0 Relationship
5.1 The Company is engaged as an external supplier. Nothing in this document constitutes the Company as an employee, officer or agent of the Client.
5.2 The Company does not have the right or authority to act on behalf of or bind the Client in its capacity as an external supplier except with the prior written approval of the Client.
 

6.0 Services
6.1 The Company will provide Services to the Client in accordance with the Service Agreement or Proposal and the Standard Terms Of Service
6.2 In the provision of Services by the Company, the Client will make all reasonable endeavours to support the Company to ensure the Company's ability to deliver the Services to the Client in unhindered and effective.
 

7.0 Invoices
7.1 Unless otherwise specified, the invoice period will be monthly in advance calculated from the Commencement Date.
7.2 Standard invoicing terms are 14 days from date of invoice.
7.3 GST is payable, by the Client, on all Service Fees invoiced by the Company.
 

8.0 Confidentiality
8.1 The parties acknowledge that all Confidential Information which has or may come into the possession of the other party remains the property of the originating party.
8.2 The parties acknowledge and agree that each party may be afforded access to, and acquire knowledge of the Confidential Information of the other party, and each party must:
8.2.1 only use the Confidential Information with the purpose of supporting the provision of the Services or otherwise with the prior written consent of the other party;
8.2.2 not disclose to others, independently use, or copy any such Confidential Information in any form or in any manner except for the purpose of and to the extent necessary to support the provision of the Services; and
8.2.3 use best endeavours, including keeping such information in a safe place and implementing adequate security measures, to ensure that all Confidential Information is secure from unauthorised use, disclosure or copying by third parties.
8.3 This confidentiality obligation is binding, has worldwide effect and will continue indefinitely, subject to:
8.3.1 the Confidential Information being in the public domain (except as a result of failure to comply with the obligation in this clause);
8.3.2 the Confidential Information being required by law to be disclosed by the party; or
8.3.3 the Confidential Information being known and proven to have been known to the party prior to its disclosure to the other party.
8.4 The party must immediately notify the other party if the party:
8.4.1 becomes aware of any breach of the obligations in this clause or any other unauthorised access, disclosure or copying of Confidential Information by a third party; or
8.4.2 is lawfully obliged to disclose any Confidential Information to a third party, in which case the Contractor must comply with the Company's lawful directions in relation to the disclosure.
8.5 Each party's obligations under this clause continue after the Company ceases to provide the Services to the Client.
8.6 Both parties are entitled to retain one copy of any information (including any Confidential Information) for record keeping purposes.
 

9.0 Intellectual property
9.1 For Material produced in the delivery of the Services, the Client:
9.1.1 will own all rights, including Intellectual Property Rights, in and to the Materials produced, regardless of whether the rights arise during or after the Term.
9.1.2 grants the Company a non-exclusive, royalty-free, non-revocable, transferable and perpetual licence to use any Materials produced as part of the delivery of the Services for any purpose in connection with the business activities of the Company.
9.2 warrants to the best of the Client's knowledge and belief after making all reasonable enquiries, that the use by the Company of any Materials delivered by the Company in the course of the delivery of the Services will not infringe any Intellectual Property Rights of any person nor give rise to any liability to make royalty or other payments to any person.
9.3 indemnifies the Company against all loss, liabilities, demands and Taxes arising from any infringement or alleged infringement of any Intellectual Property Rights by:
9.3.1 the use by the Company of any Client Materials supplied in the course of the Company's engagement with the Client; or
9.3.2 any conduct of the Client in the course of the Company's engagement.
9.4 has obligations under this clause continue after the Company ceases to provide the Services to the Client.
 

10.0 Term and termination
10.1 The Term commences at the Commencement Date and finishes at the Completion Date, unless otherwise terminated prior to the Completion Date.
10.2 If no Completion Date is stated, this agreement continues until terminated in accordance with clause 10.
10.3 The parties may agree in writing to an extension of the Term at any time.
10.4 The Company or the Client may terminate this agreement at any time after giving 30 days written notice to the other party.
10.5 The Company may terminate this agreement without notice if:
10.5.1 the Client becomes the subject of bankruptcy, liquidation or winding up proceedings or threatens to become insolvent; or
10.5.2 the Client breaches any legislation, rule or regulation in relation to the provision of the Services; or
10.5.3 the Client is in material breach of the Service Agreement or the Standard Terms Of Service; or
10.5.4 in the Company’s reasonable opinion the conduct of the Client damages or is likely to damage a Group company’s relationship with a client or the reputation of a Group company.
 

11.0 Indemnity
11.1 The Client indemnifies the Company and the Group and their employees, officers, and agents against and must pay each relevant party on demand the amount of all losses and liabilities incurred as a result of:
11.1.1 any breach of any term of these Standard Terms Of Service or the associated Service Agreement by the Client or a breach of any express or implied warranty given by the Client;
11.1.2 any unlawful or negligent act or omission by the Client during delivery of the Services by the Company;
11.1.3 any misuse or disclosure of Confidential Information by the Client; or
11.1.4 any infringement by the Client of any Intellectual Property Rights.
11.2 The indemnity in this clause 11 is reduced to the extent that the loss or liability is directly contributed to or caused by the Company, its employees or contractors.
11.3 The total liability of the Company, will in all circumstances be limited in the aggregate to the total Service Fees paid for the duration of the Term.
 

12.0 Disputes
12.1 If a dispute arises about the Company's engagement with the Client, the matter should initially be discussed between an officer nominated by the Company and the Client.
12.2 If the parties do not resolve the dispute within 14 days and no other process for resolution is agreed, the parties may agree to refer the dispute to mediation.
12.3 The mediator will be appointed by agreement of the parties or, failing agreement, by the person nominated by the Chairman of the Australian Commercial Disputes Centre (the ACDC). The Dispute is to be mediated in accordance with the ACDC Mediation Guidelines.
12.4 The mediator's role is to assist the parties to resolve the dispute by negotiation. The mediator will have no decision-making powers, nor will the mediator make formal recommendations.
12.5 The costs of mediation will be borne equally by the parties unless otherwise agreed.
12.6 Any right that a person may have under this clause is in addition to, and does not replace or limit, any other right that the person may have.
 

13.0 Legal and financial advice
13.1 The Client warrants by accepting these terms via executing the Service Agreement that the Client has had the opportunity to obtain and/or has obtained independent legal and financial advice on the terms and conditions of the agreement set out in these Standard Terms Of Service and the Service Agreement.
 

14.0 Amendments
14.1 The agreement as set out within these Standard Terms Of Service and the associated Service Agreement may only be amended by written agreement between all parties.
 

15.0 Assignments
15.1 A party may only assign these terms or a right under these terms with the written consent of the other party.
 

16.0 No merger
16.1 The rights and obligations of the parties under these terms do not merge on completion of any transaction contemplated by the agreement.
 

17.0 Entire agreement
17.1 These terms in conjunction with the associated Service Agreement supersedes all previous agreements about its subject matter. The Service Agreement and the Standard Terms Of Service embody the entire agreement between the parties.
17.2 To the extent permitted by law, any statement, representation or promise made in any negotiation or discussion, is withdrawn and has no effect except to the extent expressly set out or incorporated by reference in this document.
17.3 Each party acknowledges and agrees that it does not rely on any prior conduct or representation by the other party in entering into the Service Agreement.
 

18.0 Further assurances
18.1 Each party must do all things reasonably necessary to give effect to these Standard Terms Of Service and the Service Agreement and the transactions contemplated by it.
 

19.0 Governing law and jurisdiction
19.1 Queensland law governs this document.
19.2 Each party irrevocably submits to the non-exclusive jurisdiction of the Queensland courts and courts competent to hear appeals from those courts.
 

20.0 No waiver
20.1 The failure of a party to require full or partial performance of a provision of the Service Agreement or these Standard Terms Of Service does not affect the right of that party to require performance subsequently.
20.2 A single or partial exercise of or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy.
20.3 A right under these Standard Terms Of Service may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in that waiver.
 

21.0 Severability
21.1 A clause or part of a clause of this document that is illegal or unenforceable may be severed from this document and the remaining clauses or parts of the clause of this document continue in force.
21.2 If any provision is or becomes illegal, unenforceable or invalid in any jurisdiction, it is to be treated as being severed from this document in the relevant jurisdiction, but the rest of this document will not be affected.
 

22.0 Costs
22.1 Each party bears its own costs in relation to the preparation and signing of the agreement.
 

23.0 Operation of indemnities
23.1 Each indemnity in this document survives the expiry or termination of these terms.
23.2 A party may recover a payment under an indemnity in this document before it makes the payment in respect of which the indemnity is given.
 

24.0 Notice
24.1 A notice, consent or communication under this document is only effective if it is:
24.1.1 in writing in English, signed by or on behalf of the person giving it;
24.1.2 addressed to the person to whom it is to be given; and
24.1.3 given as follows:
24.1.3.1 delivered by hand to that person's address; or
24.1.3.2 sent to that person's address by prepaid mail or by prepaid airmail, if the address is overseas; or
24.1.3.3 sent by email to that person’s email address.
24.2 A notice, consent or communication given under clause 24.1 is given and received on the corresponding day set out below. The time expressed is the local time in the place of receipt.
24.2.1 If delivered by hand:
24.2.1.1 That day, if delivered by 5.00pm on a Business Day; or
24.2.1.2 The next Business Day, in any other case.
24.2.2 If delivered via email:
24.2.2.1 At the time of departure from the sender’s mail server unless the sender receives an automated message generated by the recipient’s mail server (Failure Message) that the email has not been delivered within two hours. For the avoidance of doubt any response generated by or at the instigation of the recipient (including an ‘out of office’ message) will not be a Failure Message.
24.2.3 If sent via post:
24.2.3.1 Three Business Days after posting, if sent within Australia; or
24.2.3.2 Seven Business Days after posting, if sent to or from a place outside Australia.
24.3 A person's address and email address are those set out in the associated Service Agreement, or as the person otherwise notifies the sender.