TERMS OF SERVICE

The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement. Works shall be deemed completed at the end of the Stage (1) implementation stage or within (24) weeks from the commencement date- which ever comes 1st.

In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days’ written notice to the other Party. Any licensing fees paid up front to the provider are non-refundable.

In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

The customer is required to provide all business work flows and business process requirements. LogixOne shall make every attempt to meet the customers requirements but makes no guarantees as to capability of LogixOne to meet the customers requirements.

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in Australian Dollars.

Any additional work not forming a part of the client scope will charge the Client for the Services at the rate of A$150 per hour.The Client will be invoiced every month for any additional services.

Licence payments are to be paid in advance based on the selected billing cycle (eg monthly or annually). LogixOne reserves the right to remove access to the customers LogixOne environment if licence payments are not paid.

LogixOne reserves the right to modify any monthly payments should the A$ change against any other currency.

LogixOne will be reimbursed from time to time for reasonable and necessary expenses incurred by the LogixOne in connection with providing the Services. The LogixOne will only be reimbursed for expenses submitted according to the following guidelines:
a. From time to time, the Provider may be required to fund expenses. If required LogixOne shall seek Client approval.

b. LogixOne also may require the Client to pay for costs such as additional software licensing and hardware that may become required during the course of the engagement and paid directly to the Supplier. Any costs to be incurred require the approval of the client prior to purchase.

Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

LogixOne agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which LogixOne has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.

All written and oral information and material disclosed or provided by the Client to Iseka under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the LogixOne.

All intellectual property and related material, (the “Intellectual Property”) that is developed or produced under this Agreement, will be the property of the LogixOne. The Client is granted a Non-Exclusive limited use license of this Intellectual property. The Client is prohibited from re-producing any of the intellectual property without the express approval of LogixOne. Any Intellectual property and related material is intended for the use of the client only.

The copyright, intellectual property rights and distribution rights of the intellectual property shall remain exclusively with LogixOne.

Upon the expiry or termination of this Agreement, LogixOne will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client. The Client shall pay all outstanding fees; balances owed and any additional expenses incurred by LogixOne up and until the termination date.

Except as otherwise provided in this Agreement, the obligations of the Provider will end upon the termination of this Agreement.

In providing the Services under this Agreement it is expressly agreed that LogixOne is acting as an independent contractor and not as an employee. LogixOne and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

LogixOne will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

LogixOne does not warrant or guarantee total system availability and as such will not be responsible for any loss of income or incurred costs that may be suffered by the client.

LogixOne will to the best of its ability respond to custom modifications in a timely manner but makes no guarantees as to the completion of these modifications.

LogixOne does not warrant or guarantee the confidentiality of any communications made by you through the Platform, that the Platform is compatible with your computer system or that the Platform, or any links therein, will be free of viruses, worms, trojan horses or disabling devices or other destructive or contaminating code. The client accepts all of these risks and are responsible for implementing safeguards to protect the security and integrity of your computer system. You are responsible any costs incurred by you as a result of your use of the Platform.

LogixOne reserve the right to change our support terms. We may refuse support, or charge you for excessive requests, requests not covered by your Subscription, overly complex configurations or requests outside of the understanding of our support staff.

This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

This Agreement will be governed by and construed in accordance with the laws of the State of Victoria Australia.

The Platform contains links and provides integrations to third-party web sites and services (“Third-Party Sites”). Your use of Third-Party Sites and any content or service provided therein (“Third-Party Content”) is at your own risk.

LogixOne makes no guarantee or warranty regarding Third-Party Content or Third-Party Sites, provides such links and integration’s only as a convenience and accepts no responsibility for reviewing Third-Party Content or Third-Party Sites. The Client agrees to review the applicable terms and policies of any Third-Party Site and make all appropriate investigations before proceeding to or engaging with the Third-Party Site and Third-Party Content.

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.