Datapel Implementation Services Agreement

Introduction

Important – Please Read Carefully

This Implementation Services Agreement (the “Agreement”) governs the provision of services by Datapel Systems Pty Ltd ACN 104 399 466 (“Datapel”). By using Datapel’s implementation and professional consulting services (the “Services”), you agree to comply with all the terms and conditions of this Agreement. If you do not agree, please contact Datapel Customer Service for assistance.

 

Definitions

• “Services” means implementation and professional consulting services provided by Datapel on a time and materials basis in exchange for payment.
• “Service Order” means a document outlining the scope of work, as set out in a sales quote, services proposal, or services offering provided by Datapel.
• “Work” means any work product created by Datapel as a result of providing the Services, including but not limited to reports, training materials, and custom software code.

 

Ownership of Intellectual Property

Datapel grants you a non-exclusive, royalty-free licence to use the Work produced as a result of the Services. Datapel retains ownership of all intellectual property rights related to the Work unless otherwise specified in a Service Order.

 

Third-Party Software

You are responsible for purchasing any necessary third-party software licences required for the Services. Any use of third-party software is subject to its own terms, and Datapel does not provide warranties or assume liability for such software.

 

Payment Terms

Services are provided on a time and materials basis, with payment terms as per the Service Order or within 14 days of receipt of Datapel’s correct and undisputed invoice. Unless otherwise specified, Datapel will issue invoices on a monthly basis. Any expenses incurred for on-site Services will be invoiced with receipts when requested. Services are quoted exclusive of taxes or fees, including GST, customs duties, and shipping.

 

Warranties

Datapel warrants that the Services will substantially conform to the specifications set forth in the applicable Service Order for 30 days from the date of final acceptance. Datapel will use commercially reasonable efforts to provide the Services in a timely and professional manner in line with industry standards.

 

Disclaimer of Warranties

Except for the limited warranties provided in this Agreement, Datapel disclaims all other warranties, express or implied, including those related to merchantability and fitness for a particular purpose.

 

Limitation of Liability

In no event will Datapel be liable for lost profits, revenue, opportunities, business interruptions, or any indirect or consequential damages arising from this Agreement. Datapel’s total liability will not exceed the amount paid for the Services in the 12 months immediately preceding the event giving rise to the liability.

 

Confidentiality

Any Work provided by Datapel is confidential. You agree to protect such confidential information and only disclose it as required by law. You will not reverse-engineer, decompile, or reproduce any Work provided by Datapel.

 

Export Controls

You agree not to export or provide the Work to any entity or country prohibited under applicable export control laws. You must comply with all applicable laws and regulations related to the export, re-export, or import of the Work.

 

Independent Contractor

Datapel provides Services as an independent contractor and not as your agent or employee. Nothing in this Agreement grants either party the authority to bind the other.

 

No Implied Waivers

Failure to enforce any provision of this Agreement will not constitute a waiver of that provision or any other provision. A waiver is only effective if it is in writing and signed by the party granting it.

 

Severability

If any part of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The invalid or unenforceable provision will be modified to the extent necessary to make it valid and enforceable.

 

Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, strikes, or other circumstances that render performance impossible.

 

Equitable Relief

You agree that any breach of this Agreement by you, your employees, or third parties may cause irreparable harm to Datapel that cannot be adequately compensated in damages. In such cases, Datapel is entitled to seek injunctive relief, specific performance, or other equitable remedies from a court of competent jurisdiction, without the need to prove damages or post a bond.

 

Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New South Wales, Australia, without regard to its conflict of laws provisions.

 

Legal Costs

Each party will be responsible for its own legal fees and other expenses related to the negotiation, preparation, and enforcement of this Agreement.

 

Entire Agreement

This Agreement, including the Service Order, constitutes the entire agreement between the parties regarding the Services and supersedes any previous agreements, discussions, or understandings. Any modifications or amendments to this Agreement must be in writing and signed by both parties.

 

Obligations

Datapel’s Obligations

We must:

1. Use reasonable care and skill in supplying the Services.
2. Provide the Services within a reasonable timeframe, as agreed in the Service Order.
3. Keep confidential any information about your business that you specify as confidential or which is inherently confidential.
4. Comply with your reasonable security procedures while on your premises.

Your Obligations

You must:

1. Provide a safe environment and reasonable access to your premises and equipment to facilitate the supply of the Services.
2. Ensure that Datapel receives all the necessary information, assistance, and facilities required to supply the Services.
3. Ensure that the information provided to Datapel is accurate and complete.
4. Appoint a support representative to assist Datapel in providing the Services.
5. Ensure that your personnel are properly trained and qualified to use the solutions related to the Services.
6. Keep records relating to the use and performance of the Services and provide Datapel with access to them as needed.
7. Take and maintain up-to-date backups of all important data used in your business.
8. Keep Datapel informed of any changes to your contact details and, where applicable, use the facilities provided by Datapel to update these details.
9. Ensure that any third-party service providers you engage are fully qualified, experienced, and have a sufficient understanding of Datapel’s software and environments.
10. Install and maintain any equipment and operating environment in a way that complies with the specifications and recommendations detailed by Datapel from time to time, including on Datapel’s website.
11. Make sure everyone else who uses the Services, or for whom you are responsible, also meets your obligations under this clause.

 

Terminating and Adjusting Services

If you fail to meet any of your obligations under this Agreement or any related agreement (including your obligation to pay any amounts owed to Datapel), Datapel reserves the right to:

1. Adjust the fees for the Services;
2. Suspend the provision of the Services; or
3. Terminate the supply of any or all Services.

These rights are in addition to any other rights Datapel may have under this Agreement or applicable law.

Datapel will provide reasonable notice before suspending or terminating the Services, allowing you an opportunity to remedy any breaches or outstanding payments, if applicable.