Terms & Conditions
1. TERMS
1.1 Currency: These Terms apply to the supply of all Products and Services by us to you from when you accept these Terms.
1.2 Acceptance: You accept these Terms (even if you issue a purchase order to us stating other terms) when:
1.2.1 you engage or instruct us to provide Products and/or Services;
1.2.2 you accept a Quote; or
1.2.3 you make any Payment to us for any Products and Services,whichever occurs first.
1.3 Priority: Unless otherwise agreed by us in writing, these Terms will prevail over, and we will not be bound by, any conditions (express or implied) added or provided by you.
1.4 Schedules: the schedules to these Terms apply only where such Products and Service are being provided to you by us. For example, if you have engaged us to provide you with only webcasting Services then only the schedule on webcasting will apply.
2. QUOTES AND ORDERS FOR WORK
2.1 Quotes and Orders: You may request a Quote from us relating to the potential supply of Products and Services. We may provide you with a Quote for the potential supply of Products and Services. The Quote will include the Products and the Services proposed to be supplied by us, the Fees, and other relevant details. A Quote is valid for 30 days only. We reserve the right to withdraw a Quote at any time before you accept the Quote. If the Quote is acceptable, you may place an Order for the supply of the Products and Services by accepting the Quote.
2.2 Provision of Staff: We shall provide Staff to perform the Services. We shall ensure that all Staff are suitably qualified and skilled for the performance of the Services. Any specific or equipment related training that is necessary or required in order to provide the Services will be covered under the hours for the Services (you are responsible for co-ordinating this for all Support Staff, as referred to in Schedule 1).
2.3 Access to Site: You will ensure that at all times you maintain a safe workplace, comply with all applicable work/occupational health and safety laws and provide appropriate information to our Staff to ensure their health and safety while such Staff are required to perform the Services at sites owned or controlled by you.
2.4 No Poaching and Non-Solicitation of Staff: During the term of these Terms and for 6 months after the expiry or termination of these Terms or any relevant Order issued under these Terms (whichever is longer), a party and their associated entities, Affiliates, sub-contractors or related bodies corporate must not hire, engage, entice away or solicit for employment, directly or indirectly, any Personnel, unless:
2.4.1 written approval has been obtained from the other party; or
2.4.2 the person in question has ceased to be employed or contracted by the other party for a period of not less than 6 months.
2.5 Notwithstanding clause 2.4, where, during the term of these Terms, or during the six month period after the expiry or termination of these Terms, a party wishes to employ or engage, and/or employs or engages any of the other party’s Personnel (including where a party procures a third party to approach, employ and/or engage any of the other party’s Personnel), that party must:
2.5.1 notify the other party of its intent to offer employment or an engagement; and
2.5.2 if a party’s Personnel accepts the offer of employment or engagement, pay to the other party a fee of 20% of the annual salary and/or annual contract fee of the employed, engaged or hired party’s Personnel or $30,000 plus GST, whichever is the higher amount, (Recruitment Fee) within 28 days of receipt of an invoice specifying the relevant Recruitment Fee and no further fees will be payable by the hiring party in respect of this clause 2.5.
2.6 Each party warrants that, notwithstanding any matter set out in this clause 2, it will not take any intentional steps to induce, conspire with or otherwise encourage the other party’s Personnel to breach any obligation (whether contractual or otherwise) owed to the other party by such Personnel, and acknowledges that nothing in this clause 2 is intended to affect the individual contractual relations between the other party and its Personnel.
2.7 Each party acknowledges and agrees that it may come into possession of the other party’s Confidential Information and develop influence over the other party’s customers, employees, contractors and suppliers during the term of these Terms and therefore this clause 2 is fair and reasonable and necessary in order to protect each party’s legitimate business interests, including but not limited to their Confidential Information, trade secrets, goodwill, customer/client connections and stable and trained workforce.
2.8 Each party acknowledges and agrees that the other party will suffer loss and/or damage if either party breaches their obligations under this clause 2 and that monetary damages will be inadequate to compensate the other party for such a breach. If a party breaches this clause 2 and fails to pay the Recruitment Fee, the other party is entitled to injunctive relief, in addition to any other remedies at law or equity, in order to enforce this clause 2.
2.9 Each party acknowledges and agrees that they have been provided with the opportunity to negotiate this clause 2 and have had the opportunity to seek legal counsel before entering into these Terms.
2.10 For the avoidance of doubt this clause 2 does not apply to any services not offered by the Supplier under these Terms.
3. FEES AND CHARGES
3.1 Fees: The Fees for the Products and Services is the applicable amount that we indicate to you in the Quote (or otherwise), together with any applicable taxes, costs and any other Charges. In consideration for the Products and Services provided by us, you must pay to us the Fees set out in the applicable Quote.
3.2 GST payable in addition: You must pay to us all GST in addition to any other amounts payable by you to us in respect of a taxable supply, which will be payable by you when you are required to pay for the Products and Services.
4. PAYMENT
4.1 Payment terms: all Payments due to us must be paid by you in accordance with the terms of a Quote, as agreed in writing by both parties or otherwise within 30 days of you receiving a correct, valid and properly rendered invoice from us.
4.2 Payment method: All Payments are to be made to us by direct electronic funds transfer to our nominated bank account as set out in the applicable invoice or as we otherwise indicate.
4.3 Discounts: any applicable discounts applied to a Quote or the Fees will only be valid and applicable if you pay the Fees in accordance with the terms of a Quote, or as agreed in writing by both parties or otherwise within 30 days of your receipt of an invoice from us.
4.4 Delay fees and Interest: Interest at the Interest Rate will apply to any late Payments or a delay in Payment that is 90 days past the due date as set out in our invoice to you. We may also, at our sole discretion, suspend further performance of the Services and delivery of Products for any non-compliance with this clause 4.
4.5 Payment offset not permitted: payment offsets between the different Services is not permitted.
5. WARRANTIES AND TIMING
5.1 Services and Product delivery: We represent and warrant to you that:
5.1.1 we have full power and authority to enter into and do all things required by these Terms;
5.1.2 we have all consents, permissions and licences necessary for us to perform our obligations under these Terms;
5.1.3 the Services will be performed promptly, efficiently, diligently, with due care and skill, to the best of our knowledge and expertise and, at least, in accordance with the practices and professional standards that would be expected of an expert and experienced provider of services similar to the Services; and
5.1.4 the Services will be delivered within the time specified, or otherwise within a reasonable time when there is no agreed end date or time for delivery.
5.2 Risk and title: Title to any Products only passes to you on Payment in full for those Products even if any part of the Product is affixed to other equipment or to a fixture or to land. Risk in any Products will pass to you on delivery. Any Products or equipment delivered or left at your premises, or another site at your direction, will be your responsibility in the event it is damaged or goes missing and you will be liable for the associated replacement costs.
5.3 No liability for delay: We will use all reasonable efforts to deliver the Products and Services to you by the date specified. If the delivery of the Products and Services is delayed and, unless the delivery is delayed by more than thirty (30) days:
5.3.1 we will not be liable to you for late or delayed delivery; and
5.3.2 the delay does not give you the right to cancel an Order or terminate these Terms.
6. TERMINATION
6.1 Duration of Terms: the term/duration of these Terms is no less than 1 year from the date a Quote is accepted.
6.2 Termination for default: Either party may terminate an Order and these Terms with immediate effect by giving written notice to the other party (defaulting party) if:
6.2.1 the defaulting party materially breaches any provision of an Order or these Terms and which breach is not capable of remedy, or which breach (if capable of remedy) is not remedied within 30 days after receiving written notice by the non-defaulting party requiring the defaulting party to remedy the breach;
6.2.2 a Force Majeure Event continues for more than 14 days; or
6.2.3 the defaulting party becomes either an externally administered body corporate or, commits an act of bankruptcy or insolvency, or in the reasonable opinion of the other party, it is unable to pay its debts as and when they fall due.
6.3 If you terminate an Order and these Terms other than as permitted under clause 6.2 or as agreed in writing by the parties, you must, without prejudice to any other rights or remedies we may have, pay to us an amount equal to the minimum Fees that would have been payable by you during the remainder of the term of an Order and these Terms, had the Order and these Terms not been terminated. You will also be liable for the costs (including third party costs) and Charges set out in the schedules.
6.4 Expiry or earlier termination of an Order and these Terms does not affect any accrued rights or remedies a party may have including in relation to any default of the other party prior to such expiry or termination, or the survival of any other provision of these Terms which are expressly or by implication intended to survive termination.
6.5 Following expiration or termination of an Order and these Terms for any reason:
6.5.1 any and all amounts owing by you to us will become immediately due and payable;
6.5.2 we may immediately cease providing the Products and Services, or may cease providing the Products and Services from such other date as may be agreed by the parties in writing;
6.5.3 each party shall immediately, and in any event, within 7 days from the other party's request, return or delete all materials and copies (whether in hard or electronic format) relating to the Confidential Information provided by the other party to the first party under these Terms, except that a party may retain a single copy of all materials and Confidential Information where required to comply with its professional obligations and statutory record keeping requirements.
7. EXCLUSIONS AND LIMITATIONS
7.1 Liability: Except as expressly provided in these Terms, and to the fullest extent permitted by law, we are not liable to you for any loss or damage, except to the extent that such loss or damage arises as a result of our or our Staff's negligence or wilful misconduct.
7.2 No liability: No warranty is given and we will not be liable for:
7.2.1 alterations to the Products and Services for which we are not responsible;
7.2.2 defects caused by accidents, unusual or non-recommended use, misuse or application of the Products and Services; or
7.2.3 loss caused by any factors beyond our control.
7.3 Consequential loss: Notwithstanding any other clause in these Terms, but subject to the provisions of the ACL, neither party shall be liable to the other for any kind of indirect, special, or consequential loss or damage, or loss of profit.
7.4 Total liability: Notwithstanding any other clause in these Terms but subject to clause 7.3, our total and aggregate liability to you for any and all loss, damages or claims arising out of or in connection with these Terms or any Order or Quote, whether in contract, tort (including negligence), indemnity, breach of warranty or otherwise is limited to the CTS Cap.
7.5 Third party: We give no warranty for any products and services that are supplied or carried out or provided to you by a third party even when forming part of an Order or delivery.
8. STATUTORY RIGHTS
8.1 No restriction: Nothing in these Terms excludes, restricts or modifies any condition, warranty, statutory guarantee, right or remedy implied or imposed by law that cannot be lawfully excluded, restricted or modified.
9. CONFIDENTIALITY AND PRIVACY
9.1 Confidentiality: Each party must not, during the term of the Terms and for 7 years after the end of the term, disclose to any third party any Confidential Information, either directly or indirectly, and must keep the Confidential Information of the other party secure and protect such Confidential Information from unauthorised access and/or use. Both parties undertake to disclose Confidential Information only:
9.1.1 to those of its Staff and Personnel to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under these Terms or an Order, and to procure that such Staff and Personnel observe the terms of the confidentiality obligations set out in this clause; or
9.1.2 where required by law.
9.2 Privacy: The parties will:
9.2.1 only use any personal information obtained or collected under these Terms or an Order, for the purposes of performing its obligations under these Terms or an Order;
9.2.2 not disclose any personal information without the prior written consent of the other party, unless required by law;
9.2.3 comply with the Privacy Act 1988 (Cth) and the Privacy Regulation 2013.
10. INTELLECTUAL PROPERTY
10.1 Pre-Existing Intellectual Property Rights: each party shall retain ownership of its Intellectual Property Rights existing at the commencement of these Terms. You grant us a royalty free, non-exclusive license to use, modify and copy (and to permit a sub-contractor to use, modify and copy) your pre-existing Intellectual Property Rights (including intellectual property licensed by you from third parties), solely to the extent necessary for the purposes of providing the products and Services. In the case of any intellectual property licensed from a third party, you warrant that you have obtained any necessary authority, permission or licence from the relevant third party in order to grant the above sub-license.
10.2 Our Intellectual Property Rights: All of our Intellectual Property Rights in and relating to the production, development and supply of the Products and Services, including but not limited to software, hardware, firmware, services, designs, concept designs, plans, illustrations, specifications and other literature, remains our property.
10.3 Exclusive right, title and interest: We hold and retain at all times the exclusive right, title and interest in and to any and all Intellectual Property Rights in and relating to the Products and/or Services, including any and all integration, enhancements, modifications, customisations and derivative works. You do not have any rights whatsoever in or to any Intellectual Property Rights in the Products and/or Services without our consent. You acknowledge that we are the owner of all Intellectual Property Rights in any CTS literature (procedures, manuals or similar in relation to the Services and/or Products).
10.4 Intellectual Property Rights in Work Products: You acknowledge that we are the owner of all Intellectual Property Rights in the Work Products, except as set out in clause 10.1. You must take such steps as are reasonably necessary to protect our Intellectual Property Rights in any Work Products, including by treating Work Products as Confidential Information if appropriate.
10.5 Licence: Subject to, and upon, full payment of the Payments payable to us in accordance with these Terms and all Quotes, Orders and invoices, we will grant you a perpetual, non- exclusive, transferrable (with the right to sub-license), royalty-free, worldwide licence to copy, modify and use the Work Products solely for your business purposes. If we develop any Work Products specifically for you and/or Work Products containing your Intellectual Property Rights and you have paid us in full, for our Services in developing those Work Products, you shall own any Intellectual Property Rights in such Work Products (Client Work Products) and you grant us a worldwide, royalty-free, fully paid up, perpetual, non-exclusive, transferable right (with the right to sub-license) and licence to copy, modify and use the Client Work Products solely for our business purposes.10.6 Third party rights: you will ensure that any content you provide to us does not:
10.6.1 infringe any other person's Intellectual Property Rights;
10.6.2 be of an obscene or pornographic nature;
10.6.3 be threatening or abusive; or,
10.6.4 advocate illegal activity.
11. GENERAL
11.1 Insurance: we shall, obtain and maintain throughout the term of these Terms the following insurances:
11.1.1 public liability insurance in an amount of A$20 million;
11.1.2 professional indemnity insurance in the amount of A$10 million; and
11.1.3 any other insurance required by law. We will provide you with a copy of current certificates of currency on request.
11.2 Dispute Resolution: Each party must not commence any court or arbitration proceedings if a dispute arises under these Terms or an Order unless it has first complied with this clause in the following order:
11.2.1 the dispute must be referred to the party's contract manager who will give written notice to the other party's contract manager, specifying the nature of the dispute;
11.2.2 on receipt of written notice by the other party, the parties' respective contract managers will attempt in good faith to resolve such dispute as soon as possible. Nothing in this clause affects or limits or is intended to affect or limit the rights of a party to seek or obtain urgent interlocutory, injunctive, interim or equitable relief.
11.3 Indemnity: You indemnify and keep us indemnified in respect of all damages, losses, costs and expenses (including legal costs) that we may incur in connection with your breach of these Terms.
11.4 Lawful purpose: You must ensure the Products and Services are used in accordance with any applicable laws.
11.5 Order of priority: If there is a conflict or inconsistency between these Terms, the Schedules or a Work Order, the order of priority (from highest to lowest) is the order as set out below:
11.5.1 Work Order;
11.5.2 Schedules;
11.5.3 these Terms.
11.6 Force Majeure: If a Force Majeure Event occurs, we may elect to extend at our discretion the period for performance of an obligation under these Terms as is reasonable in all the circumstances.
11.7 Assignment: Neither party may assign any of its rights or obligations under an Order or these Terms without the prior written consent of the other party, which consent cannot be unreasonably withheld.
11.8 Severability: Each clause in these Terms is severable. If any clause is held to be illegal or unenforceable, then the remaining clauses will remain in full force and effect.
11.9 Survival: Clauses 3, 4, 6, 7, 9, 10, 11, and 12 survive if these Terms and any Order ends for any reason.
11.10 Entire agreement: These Terms (including any Quotes and Orders) constitutes the entire agreement between the parties and supersedes all prior communications, representations and agreements in connection with the Products and Services.
11.11 Variation: Any amendment to these Terms can only be made by mutual written agreement of both parties.
11.12 Governing law: These Terms shall be governed by the laws of the State of New South Wales and the parties irrevocably submit to the non-exclusive jurisdiction of the Courts of the State of New South Wales.
12. INTERPRETATION AND DEFINITIONS
12.1 Personal pronouns: Except where the context otherwise provides or requires:
12.1.1 the terms CTS, we, us or our refers to Corporate Technology Services Pty Ltd (ABN 28 121 567 995); and
12.1.2 the terms Client, you or your refers to any person or entity that enters into an Order with us and/or engages us to provide Products and/or Services, including any related company, related party, officer and authorised person of the relevant person.
12.2 Defined terms: In these Terms, unless otherwise provided, the following terms shall have their meaning as specified:
Affiliate in relation to a party, means any entity: (a) that controls the party; (b) that is controlled by the party; or (c) that is controlled by an entity that also controls the party, where "control" includes direct or indirect control, and Affiliate includes any subsidiary, holding company or operating division of the party from time to time.
ACL means the Australian Consumer Law under the Consumer and Competition Act 2010 (Cth) as amended.
Business Day means any day which is not a Saturday, Sunday or designated public holiday or bank holiday in New South Wales.
Charges means any sales tax, excise duties, customs duty, transfer duty, GST or any other taxes, duties, costs or charges applicable in respect of the provision of the Products and Services.Confidential Information means in relation to each party (for the purposes of this definition, the Discloser): (a) the terms and conditions of these Terms (including the Fees), Quotes, Orders and proposals; (b) all information relating to or used by the Discloser or any of its Affiliates, including know-how, trade secrets, ideas, marketing strategies and operational information; and (c) all documents labelled “commercial in confidence”, information concerning the business affairs (including products, services, customers and suppliers) or property of the Discloser or any of its Affiliates, including any business, property or transaction in which the Discloser or any other member of its group may be or may have been concerned or interested in, but excluding any information (i) which is publicly known; (ii) which is disclosed to the other party without restriction by a third party and without any breach of confidentiality by the third party; or (iii) which is developed independently by the other party without reliance on any of the Discloser's Confidential Information.
CTS Cap means a maximum amount equal to half (being 50%) of the total Fees (excluding GST) invoiced and paid during the previous 12 months of these Terms, or if the Terms have been operating for less than 12 months, that period.
Fee/s means the fees and costs as set out in a Quote, Order or invoice.
Force Majeure Event means circumstances beyond our reasonable control shall include, but not be limited, to compliance with any laws, regulations, orders, acts, instructions or priority request of any government, or any department or agency, civil or military authority, acts of God, acts of the public enemy, your acts or omissions, fires, floods, strikes, lockouts, embargoes, epidemics, pandemics, wars, labour or material shortages, riots, insurrections or defaults of our suppliers or subcontractors.
GST and GST Law mean the goods and services tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property Rights means all forms of intellectual property rights (whether registered or unregistered) in copyright, designs, patents, trade marks, domain names, trade secrets, know-how, brand name, service mark, trade name, eligible layout rights, works of an industrial, commercial, scientific, literary or artistic nature, Confidential Information, and all other similar proprietary rights and all extensions and renewals thereof anywhere in the world which currently exist and/or are recognised in the future.
Interest Rate means 5% on the full amount owing from the date Payment became due, calculated daily until the date of full and final payment.
Order or Work Order means any order for Products and/or Services received from the Client, in any form including, without limitation, by electronic means.
Payment means payment of any amount relating to Products and Services.
Personnel includes any natural person or company or independent contractor that a party to these Terms employs or engages and whom a party comes into direct contact with in the course of the provision of the Services (whether or not such persons are Staff providing the Services) and any person who is or was employed or contracted by a party, for any Services outlined in these Terms and/or any Quote or Order;
Platform means all or any of the relevant platforms, mobile applications, electronic interfaces and websites that are owned, provided and/or operated from time to time by us regardless of how it is accessed by users (including via the internet, mobile phone or any other electronic device or other means).
Products means any goods or products that we may provide through a Quote or Order or otherwise.
Quote means a written tender or quotation from CTS to the Client.
Recruitment Fee has the meaning given to it in clause 2.5.2.
Services means any services that we may provide in a Quote or Order or otherwise.
Staff means employees, contractors, Personnel, and/or sub-contractors of a party to these Terms;
Terms means these terms and conditions, including the schedules and any additional terms, conditions, notices and disclaimers displayed elsewhere on the Platform, in a Quote or Order or invoice and includes any additional terms and conditions expressly agreed in writing with you.
Work Products means all papers, documents, memos, letters, databases, drawings, source code, object code, data dictionaries, user manuals, handbooks, data or other deliverables, or other printed, written or computer material created by CTS and/or Staff in connection with the provision of the Products and Services.
Schedule 1 - Support Services
The following terms and conditions will apply to any support services and onsite Products and Services:
Cancellation
CTS provides Services to the Client for a set period of time (Term). The Client must provide CTS with a minimum of 3 months’ written notice to cancel or terminate the CTS Services. Where the Client chooses to cancel those Services early or prior to the end of the Term, the Client will be liable for payment of the Fees in full for the entire Term of the Services.
Rebooking (date move or change including for reasons such as COVID)
Any changes to an agreed date must be agreed between CTS and the Client. Changes to any dates requested by the Client will not be permitted without the consent of CTS.
Defects/Errors
For any defects or error discovered by the Client and notified to CTS in writing, CTS will prepare and implement a remediation and rectification plan. Where deemed necessary by CTS, CTS may replace CTS staff/personnel with more suitable CTS staff/personnel.
Intellectual Property
All Intellectual Property Rights in the CTS handbooks and CTS processes are owned by CTS.All Intellectual Property Rights in the CTS handbooks and CTS processes written by CTS for and on behalf of the Client during the Term are owned by CTS unless specified otherwise in a Quote or Work Order.
Pre-Agreed Discounts
CTS may provide the Client with a discount on the cost of the Services where the Term is for a long duration. Any discounts provided by CTS to the Client are subject to change and/or may be revoked where the Client terminates or cancels the Services prior to the expiry of the Term or the Client requests a variation to the Services.
Payment
Any discounts provided by CTS to the Client in relation to costs of the Services will only be applicable if the Client pays all Fees and charges on time and by no later than the due date specified on the CTS invoice.
Schedule 2 - Consulting Services
The following terms and conditions will apply to any consulting Products and Services:
Cancellation
If the Client cancels or terminates the Services prior to the completion of the Services, the Client will be liable for the total Fees for all the Services and work performed up to an including the date of cancellation/termination of the Services, even if the work product or deliverables are not completed by CTS.
Rebooking (date move or change including for reasons such as COVID)
Any changes to an agreed date must be agreed between CTS and the Client. Changes to any dates requested by the Client will not be permitted without the consent of CTS.
Defects/Errors
The Client will be liable for the cost of a per review. Any peer review requested by the Client will be carried out by an independent third party.CTS will not be liable to the Client for any third-party works, services, or advice. CTS will not be liable to the Client for the incompatibility of any third-party products with any CTS system design.
Intellectual Property
All Intellectual Property Rights in the CTS work methods and design advice are owned by CTS.
Pre-Agreed Discounts
CTS may provide the Client with a discount on the cost of the Services where the Term is for a long duration. Any discounts provided by CTS to the Client are subject to change and/or may be revoked where the Client terminates or cancels the Services prior to the expiry of the Term or the Client requests a variation to the Services.
Payment
Any discounts provided by CTS to the Client in relation to costs of the Services will only be applicable if the Client pays all Fees and charges on time and by no later than the due date specified on the CTS invoice.
Schedule 3 - Integration Services and Equipment Sales
The following terms and conditions will apply to any integration Products and Services:
Product Purchases and Loan Equipment
Any Product purchased or loan equipment is subject to the terms and conditions of the product/equipment vendor, supplier or manufacturer. Any Product discount or return due to a change of mind or the provision of incorrect information by you will be subject to the product/equipment vendor, supplier or manufacturer’s terms and conditions as applicable (including the application of a restocking fee, or the provision of a credit rather than a refund).
Cancellation
Any cancellation or termination must be agreed by CTS. The following additional costs will be applicable where CTS agrees to the cancellation of any Orders for any Product and/or Services:1. restocking fees;2. a disengagement fee of 5% of the overall quoted price;3. third party costs that cannot be cancelled or recovered.Handover services where CTS is required by the Client to handover to another provider and the associated costs are not included. The Client will be liable for and will pay to CTS the additional costs of CTS carrying out any handover services or associated work.
Rebooking (date move or change including for reasons such as COVID)
Any changes to an agreed date must be agreed between CTS and the Client. Changes to any dates requested by the Client will not be permitted without the consent of CTS.
Defects/Errors
CTS will not be liable to the Client for any system errors due to the system design where the Client equipment is integrated into the system, or where Client equipment recommendations are integrated into the system, except where the Client has engaged CTS to provide system design consulting services prior to the Client’s system installation or upgrade.
Intellectual Property
All Intellectual Property Rights in the CTS work methods and design advice are owned by CTS.
Pre-Agreed Discounts
CTS may provide the Client with a discount on the cost of the Services where the Term is for a long duration. Any discounts provided by CTS to the Client are subject to change and/or may be revoked where the Client terminates or cancels the Services prior to the expiry of the Term or the Client requests a variation to the Services.
Payment
Any discounts provided by CTS to the Client in relation to costs of the Services will only be applicable if the Client pays all Fees and charges on time and by no later than the due date specified on the CTS invoice.
Equipment
All equipment and/or Products delivered to or left at the Client’s site will be the responsibility of the Client and at the risk of the Client should the equipment and/or Products go missing. CTS will not be liable to the Client for any equipment and/or Products that go missing or are misplaced at the Client site. The Client will be liable for the costs of replacing any equipment and/or Products and the additional cost of purchasing new equipment and/or Products.
Schedule 4 - Production Services
The following terms and conditions will apply to any Production Products and Services:
Cancellation
If the Client cancels or terminates any Services prior to the agreed production booking date the following will apply:1. 100% of the Fees will be payable if the Client cancels/terminates the Services within 2 Business Days of the agreed production booking date;2. 50% of the Fees will be payable if the Client cancels/terminates the Services within 4 Business Days of the agreed production booking date, in addition the Client will be liable for and will pay CTS 100% of all work and Services completed (including any project management costs and charges) up to and including the date of cancellation/termination.
Rebooking (date move or change including for reasons such as COVID)
For any rebooking the Client will be liable for the cancellation costs and charges stated above in this Schedule 4, however the Client will be eligible for a 50% reduction in the cost of any sub-hired specialist equipment for the rebooked event provided the event is rebooked for a date that is within 6 months from the original booked date. If the Client’s event requirements increase and additional equipment is required, then the Client will be eligible for a 20% reduction in the costs for this additional equipment requested.
Defects/Errors
If the Client notifies CTS in writing of any defects or errors in the Services, CTS will rectify the defects and errors or offer the Client a discount in the cost of the Services relevant to the defect or error that has occurred.
Intellectual Property
All Intellectual Property Rights in the CTS work product is owned by CTS.All Intellectual Property Rights in any content and media assets provided by the Client are owned by the Client.
Pre-Agreed Discounts
CTS may provide the Client with a discount on the cost of the Services but only if the Client makes a booking with CTS more than 4 Business Days prior to the Client event.
Payment
Any discounts provided by CTS to the Client in relation to costs of the Services will only be applicable if the Client pays all Fees and charges on time and by no later than the due date specified on the CTS invoice.
Equipment
All equipment and/or Products delivered to or left at the Client’s site will be the responsibility of the Client and at the risk of the Client should the equipment and/or Products go missing. CTs will not be liable to the Client for any equipment and/or Products that go missing or are misplaced at the Client site. The Client will be liable for the costs of replacing any equipment (including hired equipment) and/or Products and the additional cost of purchasing new equipment and/or Products.
Schedule 5 - Video Services
The following terms and conditions will apply to any video Products and Services:
Cancellation
If the Client cancels or terminates any video Services prior to the agreed production booking date the following will apply:1. 100% of the Fees will be payable if the Client cancels/terminates the Services within 2 Business Days of the agreed video booking date;2. 50% of the Fees will be payable if the Client cancels/terminates the Services within 4 Business Days of the agreed video booking date, in addition the Client will be liable for and will pay CTS 100% of all work and Services completed (including any project management costs and charges) up to and including the date of cancellation/termination.
Rebooking (date move or change including for reasons such as COVID)
For any rebooking the Client will be liable for the cancellation costs and charges stated above in this Schedule 5, however the Client will be eligible for a 50% reduction in the cost of any sub-hired specialist equipment for the rebooked event provided the event is rebooked for a date that is within 6 months from the original booked date. If the Client’s event requirements increase and additional equipment is required, then the Client will be eligible for a 20% reduction in the costs for this additional equipment requested.
Defects/Errors
If the Client notifies CTS in writing of any defects or errors in the Services, CTS will rectify the defects and errors or offer the Client a discount in the cost of the Services relevant to the defect or error that has occurred.
Intellectual Property
All Intellectual Property Rights in the CTS work product is owned by CTS.All Intellectual Property Rights in any content and media assets provided by the Client are owned by the Client.All Intellectual Property Rights in the raw footage produced by CTS is owned by CTS.All Intellectual Property Rights in the edited content for the project is owned by the Client.
Pre-Agreed Discounts
CTS may provide the Client with a discount on the cost of the Services but only if the Client makes a booking with CTS more than 4 Business Days prior to the Client event.
Content and Footage
CTS will delete all produced content 3 months after the work is completed unless otherwise mutually agreed by CTS and the Client or if the Client requests and pays for the additional storage costs.If the Client is required to provide final sign off or approval in relation to the content and footage produced by CTS and the Client fails to provide final sign off or approval in writing to CTS within 3 months of a requested from CTs to do so, then the Client will be deemed to have accepted the work produced by CTS and the project and Services will be deemed completed and all Fees and charges will become due and payable in full to CTS immediately.
Payment
Any discounts provided by CTS to the Client in relation to costs of the Services will only be applicable if the Client pays all Fees and charges on time and by no later than the due date specified on the CTS invoice.
Schedule 6 - Webcasting Services
The following terms and conditions will apply to any webcasting Products and Services:
Cancellation
If the Client cancels or terminates the Services prior to the completion of the Services, the Client will be liable for the total Fees for all the Services and work performed up to an including the date of cancellation/termination of the Services.In addition, if the Client cancels or terminates the Services after a URL is issued then the Client will be liable for and must pay to CTS 25% of the applicable quotes Fees.
Rebooking (date move or change including for reasons such as COVID)
For any rebooking the Client will be eligible for a reduction in the cost of any rescheduled event if the event is rescheduled to a date within 6 months from the original booked date to the value of 25% of the cancellation amount paid by the Client.
Defects/Errors
If the Client notifies CTS in writing of any defects or errors in the Services, CTS will rectify the defects and errors or offer the Client a discount in the cost of the Services relevant to the defect or error that has occurred.
Intellectual Property
All Intellectual Property Rights in the CTS work product is owned by CTS.All Intellectual Property Rights in any content and media assets provided by the Client are owned by the Client.All Intellectual Property Rights in the raw footage produced by CTS is owned by CTS.All Intellectual Property Rights in the edited content for the project is owned by the Client.All Intellectual Property Rights in the software modules and all other materials, processes, know-how, tools, presenter and audience user interfaces, and technology owned or created by CTS and used during the delivery of the system to the Client, shall be and remain the sole property of CTS. CTS will grant the Client, during the term of these Terms, a limited non-exclusive right and license to use CTS’ intellectual property solely for the purposes contemplated in the Terms. The Client must not modify any of the CTS products (including without limitation trademarks and documentation) in any way.The Client acknowledges and agrees that a license is for the Client’s use only. Usernames and Passwords are for the Client’s use only. If the Client wants to extend access of any CTS license to a related affiliate or third party, written permission from CTS will be required and additional fees may apply.
Software
The software modules consist of CTS copyrighted material, trade secrets and other proprietary intellectual property. The Client must may not permit other individuals to use the software modules, unless CTS provide their written consent. The Client must not decompile, disassemble, reverse-engineer or otherwise display the source code in human-readable form. The Client must not modify, translate, create derivative works based on the software modules, rent, lease, distribute or lend the software modules, and may not sell to others the right to use the software modules. The Client must not remove any proprietary notices or labels on the software modules. The Client must not copy, transfer, transmit, sublicense, assign or grant a security interest in the license CTS give the Client or the software modules.In the event of any breach by the Client of any provision governing the license rights granted and ownership retained by CTS, CTS will send a written notice explaining the nature of such breach to the Client. If such breach is not remedied or rectified within seven (7) days after the giving of such notice by CTS to the Client, then CTS may terminate the Services and the Terms upon written notice to the Client and the remaining unbilled and unpaid balance of the total Fees shall be immediately due and payable by the Client to CTS.In the event that, the Client requests a modification to the software modules and such modification in CTS’ reasonable opinion: (i) materially varies from the then existing software modules; or (ii) would require CTS to expend unanticipated, extraordinary resources; then CTS may, at the sole discretion of CTS, provide the Client with a revised Quote or a new estimate of the additional Fees and/or changes, if any, that will apply in order for to implement such changes. Nothing in this paragraph shall waive or relieve the Client of the Client’s obligation to pay CTS the total Fees.
Maintenance and service levels
CTS warrant to the Client that CTS will provide the Products and Services according to the service estimates applicable to the Products and Services. Measurement of any service estimates shall be suspended during Scheduled System Maintenance, and during Unscheduled Maintenance, provided that:
(a) “Scheduled System Maintenance” means regular scheduled maintenance during the standard outage window (9:30pm – 2:30am Tuesday or Thursday AEST) unless otherwise agreed, for a period in the order of not substantially more than one hour twice per month (notified at least 10 days in advance to you via email and in-product notifications, if such Scheduled Maintenance could affect System Availability).
(b) “Unscheduled Maintenance” means maintenance which falls outside of the criteria for Scheduled System Maintenance and for which CTS have given the Client at least 48-hours prior written notice.
System Availability
(a) CTS will provide System Availability of at least 99.5%.
(b) System Availability is measured according to calendar months and refers to total uptime of the Products, excluding Scheduled Maintenance periods.
(c) Excluded from System Availability are any outages that arise from:
i. Scheduled maintenance; and
ii. any acts or omissions of the Client (for example, any outages occurring in infrastructure managed by the Client), except to the extent the act or omission is at the direction of CTS.
(d) “System Availability” is defined by the measurement criteria listed below, all data for which shall be recorded and may be provided by CTS to the Client upon request in a monthly report within 30 days after the end of each calendar month, meaning that the data will be recorded from scratch and continuously each month:
i. System Availability will be calculated according the Total Minutes in Calculation Period, the total Minutes when the System is Available to the Client in the Calculation Period excluding Scheduled System Maintenance so that the calculation = Minutes Available/Total Minutes in period (based on All data reported);
ii. System Availability is measured by the CTS monitoring systems which track the up time of CTS systems at an average of every 1 minute.
Support Services
a) Platform Support provides Basic Client Platform Support with CTS Licenses. Other optional support packages can be provided.
b) Training and Account Services One Training session in the use of the Products specified is provided at the commencement of the licence period or at the earliest mutually convenient time. Additional training sessions are available at the rates specified by CTS. In addition to the training referred to CTS provide assistance in the operation of the Products. This assistance may be provided by an assigned Client Success Account Manager.
Pre-Agreed Discounts
CTS may provide the Client with a discount on the cost of the Services where the Client engages the Services of CTS for multiple event bookings but only if the Client makes a booking with CTS more than 4 Business Days prior to the Client event.
Data, hosting and uptime
Any excessive data usage will be charged to the Client in accordance with third party rates (as applicable such as Viostream).
3 years hosting is included but may not be on the same platform.
The discounts do not apply for works associated with or for any faults that arise due to an internet outage or an issue with the Client’s network.
Webcast uptime is 99% without rebates or compensation and excludes any time for maintenance (measurement of any service estimates shall be suspended during Scheduled System Maintenance, and during Unscheduled Maintenance).
Unless otherwise specified on the Order or by way of written notice by the Client, CTS will retain copies of all the Client’s materials on the CTS servers for the duration of the Term and for 30 days after termination. Unless otherwise agreed, on expiry of the 30-day period referred to in this clause, CTS will delete all copies of the Client’s materials and content from CTS servers. If upon submission of a termination notice, the Client require CTS to provide copies of the Client’s materials stored on the CTS server, then CTS will charge the Client an off-boarding administrative fee to extract the content and provide a copy to the Client.
At all times, servers will be housed within a secure facility. CTS will use all reasonable endeavours to prevent unauthorised access to the servers but CTS do not warrant that CTS will be able to prevent unauthorised access to the Client’s materials or content. Content from origin servers may be delivered via a global content delivery network.
CTS will at all times endeavour to make available the servers and the Services and Products provided to the Client, but CTS will not be liable for interruptions or down-time of the servers except as provided for under a Service Level Agreement if such an agreement is executed between the parties.
The license allows for a monthly allowance for video streaming bandwidth and processing as stated on the Order and in accordance with any Fair Usage Policy.
Payment
Any discounts provided by CTS to the Client in relation to costs of the Services will only be applicable if the Client pays all Fees and charges on time and by no later than the due date specified on the CTS invoice.
Schedule 7 - Conference Calls Services
The following terms and conditions will apply to any conference call Products and Services:
Cancellation
If the Client cancels or terminates any conference call Services prior to the agreed booking date booking fees will apply. The applicable booking fees will vary and are dependent on the third party service providers that CTS subcontract this service from.
Rebooking (date move or change including for reasons such as COVID)
Any changes to an agreed date must be agreed between CTS and the Client. Changes to any dates requested by the Client will not be permitted without the consent of CTS.
Defects/Errors
If the Client notifies CTS in writing of any defects or errors in the Services, CTS will rectify the defects and errors or offer the Client a discount in the cost of the Services relevant to the defect or error that has occurred.
Call Charges
All Quotes provided by CTS to the Client prior to the conference call are fee estimates only and are subject to change. The Final costs and charges payable by the Client will be based on actual minutes used, the number of phone lines used and the number of participants on the conference call.
The Client acknowledges and agrees that by accepting and proceeding with the conference call and the Services, the Client understands that the Quote provided by CTS to the Client is an estimate only and that the final costs are unknown until the conference call is completed and the Services have been provided in full.
CTS will issue the Client with a final invoice following completion of the conference call and the provision of the Services in full and the Client agrees to pay the invoice without dispute or delay.
The conference call transcript costs will also be priced and determined, for the Client by CTS, after the conference call has taken place.
