Consultancy Services - Standard Terms and Conditions

These terms apply to consultancy services provided by wiity to a client under a proposal, statement of work, sign-off or agreement that references them (each an "Engagement Document"). Together, the Engagement Document and these terms form the agreement between wiity and the Client (the "Agreement"). If these terms conflict with an Engagement Document, the Engagement Document prevails for that engagement.

1.Definitions

Background IP

Intellectual property a party owned before the Agreement or develops independently outside it, including wiity's platforms, tools, frameworks, methodologies and know-how.

Confidential Information

Information disclosed by or on behalf of a party that is marked confidential or that a reasonable person would consider confidential, including business, financial, technical, customer and personnel information, and the terms of the Agreement. It excludes information that is public (other than through breach), already lawfully known, independently developed, or lawfully received from a third party without restriction.

Consultancy Services

The services described in the Engagement Document.

Contract Materials

The bespoke deliverable documents and materials created by wiity specifically for the Client under the Agreement (for example reports, roadmaps, specifications and presentations), excluding Background IP and Reusable Elements.

Deliverables

The outputs wiity is required to provide under the Engagement Document.

Fees

The amounts payable for the Consultancy Services as set out in the Engagement Document.

Force Majeure Event

An occurrence beyond a party's reasonable control, including natural events, acts of terrorism, war, riots, industrial action, epidemics, failures of public infrastructure and acts of government.

Intellectual Property

All intellectual property rights, including copyright, patents, trade marks, designs, know-how, and the right to apply for registration of any of these.

Personal Information

Has the meaning given in the Privacy Act 1988 (Cth).

Reusable Elements

Generic tools, templates, code, models, techniques and know-how of general application created or used by wiity in performing the Consultancy Services that do not incorporate the Client's Confidential Information.

2.Services

• wiity will provide the Consultancy Services described in the Engagement Document with due care and skill, to professional industry standards.
• The parties will agree times and, where relevant, places for the Services.
• wiity may perform the Services through its partners, employees and subcontractors, and remains responsible for their work and their compliance with these terms.
• wiity is not exclusive to the Client and may provide services to other clients, subject always to its confidentiality obligations.

3.Location

• wiity may perform the Services from its own premises or any suitable location.
• If the Client requires on-site attendance, it must give reasonable written notice (at least 7 days unless agreed otherwise), provide a safe and suitable working environment, and reimburse reasonable travel and associated expenses agreed in advance.

4.Fees, invoicing and payment

• The Client will pay the Fees set out in the Engagement Document. Fees are exclusive of GST; wiity will add GST at the applicable rate and issue tax invoices in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
• Unless the Engagement Document says otherwise, invoices are issued monthly and payment of undisputed amounts is due within 7 days of the invoice date.
• Reasonable expenses agreed in advance may be invoiced at cost.
• If the Client disputes part of an invoice, it must notify wiity in writing within 5 business days of receipt, stating the disputed amount and reason, and pay the undisputed portion by the due date. The parties will work in good faith to resolve the dispute promptly.
• Overdue amounts may accrue interest at 8.00% per annum, calculated daily from the due date until payment.
• If an undisputed invoice remains unpaid 14 days after its due date, wiity may suspend the Services on 5 business days written notice until payment is received, and the timeline extends accordingly.
• The Engagement Document may provide for deposits, milestone payments or payment on signing.

5.Variations

Changes to the scope, deliverables, timeline or fees of an engagement must be agreed in writing (email is sufficient) before the varied work begins. wiity is not obliged to perform, and will not charge for, work outside the agreed scope without such agreement.

6.Personnel and non-solicitation

• wiity selects and manages the personnel assigned to the Services. The Client may reasonably request replacement of an individual for consistent underperformance, disruptive conduct or breach of confidentiality, and wiity will cooperate to find a suitable replacement promptly.
• Each party will treat the other's personnel professionally and provide a work environment free from harassment and discrimination.
• During an engagement and for 6 months after it ends, neither party will solicit for employment or engagement any person employed or engaged by the other who was materially involved in the engagement, without the other party's written consent. A general public job advertisement is not solicitation.

7.Client obligations

• The Client will cooperate in good faith, provide requested information, decisions, access and resources promptly, and nominate a primary contact.
• The Client will not charge wiity for facilities or access provided for performing the Services.
• If Client delays or dependencies materially affect delivery, the timeline extends accordingly; where delays require additional work, any additional fees will be discussed and agreed in writing before that work begins.

8.Relationship

• wiity is an independent contractor. Nothing in the Agreement creates an employment relationship, partnership, joint venture or agency.
• wiity controls how the Services are performed; communication between the parties focuses on goals, timelines and deliverables.
• Fees are payment for services only and confer no interest in either party's business.

9.Intellectual property

• Background IP. Each party retains its Background IP. wiity grants the Client a non-exclusive, royalty-free licence to use wiity's Background IP to the extent it is embedded in the Deliverables, for so long as the Client uses those Deliverables for its internal business purposes.
• Contract Materials. On payment in full of the applicable Fees, the Client owns the Intellectual Property in the Contract Materials created specifically for it.
• Reusable Elements and platform. wiity retains all Intellectual Property in its platforms, products, Reusable Elements and methodologies, including improvements made during an engagement. Where Deliverables are provided through a wiity platform, the Client receives the benefit of the platform, not its source Intellectual Property.
• Moral rights. wiity will obtain from its personnel any consents required so that the Client's use of the Contract Materials does not infringe moral rights under the Copyright Act 1968 (Cth).
• IP warranty and indemnity. wiity warrants that, to the best of its knowledge, the Deliverables will not infringe any third party's Intellectual Property rights, and will indemnify the Client against third-party claims that they do, provided the Client promptly notifies wiity, gives wiity conduct of the defence, and has not caused the infringement by modifying the Deliverables or combining them with materials not supplied or approved by wiity.

10.Confidentiality

• Each party will keep the other's Confidential Information strictly confidential, use it only for the purposes of the Agreement, and disclose it only to personnel and advisers who need it and are bound by equivalent obligations.
• A party may disclose Confidential Information to the extent required by law or a regulator, giving prompt notice where lawful.
• These obligations survive termination of the Agreement.

11.Privacy and data

• Each party will comply with the Privacy Act 1988 (Cth), the Australian Privacy Principles and any other applicable privacy laws in respect of Personal Information handled under the Agreement.
• The Client is responsible for having the necessary consents and notices in place for Personal Information it provides to wiity; wiity will handle that information only as needed for the Services, protect it with appropriate technical and organisational measures, and not disclose it except as permitted by the Agreement or required by law.
• Each party will promptly notify the other on becoming aware of unauthorised access to or disclosure of Personal Information connected to the engagement, and the parties will cooperate in good faith on assessment, mitigation and any notification obligations under the Notifiable Data Breaches scheme.

12.Warranties, liability and insurance

• wiity warrants that the Services will be performed with due care and skill. If Services are performed negligently or in breach of the Agreement, wiity will re-perform the relevant Services at no charge, if the Client requests this in writing within 30 days of the relevant work.
• wiity will maintain professional indemnity, public liability and (where required by law) workers compensation insurance appropriate to the Services.
• Nothing in the Agreement excludes, restricts or modifies any consumer guarantee, right or remedy under the Competition and Consumer Act 2010 (Cth) or other law that cannot lawfully be excluded. Where liability for breach of a non-excludable guarantee can be limited, wiity's liability is limited, at its option, to re-supplying the Services or paying the cost of having them re-supplied.
• Subject to the two preceding paragraphs, and except for liability arising from fraud, wilful misconduct, or death or personal injury caused by negligence: each party's total aggregate liability under or in connection with the Agreement is limited to the Fees paid or payable under the relevant Engagement Document; and neither party is liable for indirect or consequential loss, loss of profits, revenue, data or anticipated savings.
• Each party enters the Agreement on its express terms only and not in reliance on any other representation.
• wiity will comply with laws applicable to its provision of the Services and is responsible for its own personnel entitlements and obligations.

13.Force majeure

Neither party is liable for delay or failure to perform (other than an obligation to pay money) caused by a Force Majeure Event, provided it notifies the other promptly and uses reasonable efforts to mitigate. If a Force Majeure Event continues for more than 60 days, either party may terminate the affected Engagement Document on written notice, and the Client pays for Services performed to that date.

14.Termination

• For cause. Either party may terminate by written notice if the other commits a material breach and fails to remedy it within 30 days of written notice.
• Immediate. Either party may terminate immediately by written notice if the other commits a material breach that cannot be remedied, or becomes insolvent or subject to liquidation, receivership or administration.
• For convenience. Unless the Engagement Document says otherwise, either party may terminate an engagement for convenience on 60 days written notice, subject to any agreed minimum term.
• Consequences. On termination the Client pays all Fees and agreed expenses for Services performed to the termination date; each party returns or securely destroys the other's Confidential Information on request; licences to Background IP continue only to the extent embedded in paid-for Deliverables; and clauses which by their nature survive (including confidentiality, IP, liability, privacy and dispute resolution) continue.

15.Dispute resolution

Before starting court proceedings (except for urgent injunctive relief or debt recovery), the parties will: first, refer the dispute to senior representatives of each party, who will meet in good faith within 10 business days of a written dispute notice; and second, if unresolved after a further 15 business days, refer it to mediation in Sydney administered by the Resolution Institute under its mediation rules, with costs shared equally. Each party continues performing its unaffected obligations while a dispute is resolved.

16.General

• Notices. Formal notices must be in writing and sent by email to wiity at lee@wiity.ai and to the Client at the email address in the Engagement Document, and are taken to be received on the next business day.
• Assignment. Neither party may assign the Agreement without the other's written consent, not to be unreasonably withheld.
• Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and may only be varied in writing.
• Severability. If any provision is unenforceable, it is severed and the rest continues in force.
• Waiver. A failure or delay in exercising a right is not a waiver of it.
• Electronic execution. The Agreement may be signed electronically, including under the Electronic Transactions Act 1999 (Cth) and its state and territory equivalents.
• Governing law. The Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of its courts.