The following constitute the applicable Terms and Conditions (“Terms and Conditions”). Throughout the Terms and Conditions “LATSA” means LATSA Pty Ltd (ABN 88 617 669 360). LATSA reserves the right to review and update these periodically.
- Scope of Agreement and Variances. LATSA shall provide Services as nominated in writing to the named party (“Client”) on the terms set out in this Agreement.
- Term of Agreement. Subject to clause 11 (Termination), any Agreement shall commence on the date of signing by the Client and shall terminate on completion of the Services or such other date as may be agreed in writing between the parties.
- Services. “Services” means the services provided by LATSA to the Client in consideration for the Service Fees and as detailed in writing. LATSA shall during the term of the Agreement and any extension of it provide the Client with the Services as specified in the Agreement.
- GST. LATSA as the supplier shall issue a valid Tax Invoice specifying GST to the Client. The Client agrees to pay the full invoice including GST.
- Payment. Strictly 30 days from date of invoice.
- Relationship. The Agreement is a contract for services and is not to be construed as an employment contract, partnership, agency or joint venture. Any individual who provides Services on behalf of LATSA under the terms of the Agreement is solely an employee or contractor of LATSA and is not an employee of the Client.
- Security and Confidentiality. LATSA and the Client shall:
- treat all information between the parties as confidential information; and
- not disclose the confidential information of the other party to any person except:
- representatives of the recipient requiring the information for the purposes of this Agreement; or
- with the consent of the party who supplied the confidential information, which consent may be given or withheld in the disclosing party’s absolute discretion; or
- if a company is required to do so by law or a stock exchange; or
- if either party is required to do so in connection with legal proceedings relating to this Agreement; or
- in the course of obtaining taxation, legal, accounting or financial advice;
and in each case the disclosing party will take all reasonable steps to ensure that the person to whom the confidential information is being disclosed agrees to maintain and protect the confidentiality of the information. Upon the termination of the Agreement a recipient of confidential information shall promptly, upon demand made by the party who disclosed the confidential information, hand over to that party all confidential information in its possession, power or control, containing or relating to the confidential information supplied by them.
- Intellectual Property. All content provided to you is copyright and remains the intellectual property of LATSA (or the relevant vendor, where such rights are owned by a vendor). Material or courseware cannot be copied, reproduced or distributed without the express permission of LATSA or the relevant vendor. Client agrees to provide a perpetual royalty free license for LATSA to utilise vision obtained in the course of the production of the application for their benefit.
- If the Services provided include an application and you comply with the Terms and Conditions, LATSA grants you the right to use the application up to the quantity of licenses procured. The Application is licensed and not sold. LATSA reserves all rights to the Application not expressly granted by LATSA whether by implication, estoppel or otherwise.
- Insurance. LATSA shall for the term of the Agreement and any extension of it be insured for the following risks to the following minimum amounts in any claim:
Public Liability: $ 20,000,000.00
Professional Indemnity: $ 5,000,000.00
- Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to Force Majeure.
- Termination. LATSA may terminate an Agreement without cause on two (2) weeks written notice to the Client. Either party may terminate an Agreement immediately if the other party:
- enters into any arrangement between itself and its creditors;
- ceases to be able to pay its debts as they become due;
- ceases to carry on business;
- has a mortgagee enter into possession or dispose of the whole or any part of its assets or business;
- enters into liquidation (whether provisional, final, voluntary or pursuant to a court order) or any form of insolvency administration; or
- has a receiver, a receiver and manager, a trustee in bankruptcy, an administrator, a liquidator, a provisional liquidator or other like person appointed to the whole or any part of its assets or business.
A termination will not affect any outstanding liability for payment of fees for Services rendered to the date of termination (either invoiced or performed and not invoiced) or any other matter arising under an Agreement before such termination takes place.
- Assignment. The benefit of an Agreement shall not be dealt with in any way by either party (whether by assignment, sub-licensing or otherwise) without the other party’s written consent which may not be unreasonably withheld.
- Warranties. LATSA makes no warranties in relation to the Services other than as contained in the Agreement or as prescribed by law. LATSA will not provide warranty services for defects or deficiencies in Services or the deliverables caused by:
- external causes, including but not limited to natural disasters fire, accident, neglect, misuse, vandalism, water, lighting, power surges or spikes;
- the use of a deliverable other than for its intended purpose;
- the use of or connection of a deliverable to items not approved by LATSA;
- the performance of maintenance or attempted repair to deliverables by persons other than LATSA; and
- changes made to Client’s operating environments.
- Indemnities and Limits on Liability. Each party (“Indemnifier”) indemnifies and shall keep indemnified the other party (‘Indemnified”), its agents, employees and sub-contractors and any other person for whose acts or omissions the Indemnifier is vicariously liable against all actions, claims and demands which may be instituted against the Indemnified by a third party arising out of acts or omissions the Indemnifier is vicariously liable to the extent the Indemnifier is vicariously liable and not the result of a negligent act or omission of the Indemnified or any other third party.
To the fullest extent permitted by law, the parties agree to exclude any terms which would otherwise be implied into the Agreement by any statute. Subject to below, the liability of LATSA for a breach of a term of the Agreement or a condition or warranty (implied or otherwise) in this Agreement by any legislation or otherwise is limited at the option of LATSA:
- if the breach relates to goods, to the replacement of the goods, the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods; and
- if the breach relates to Services, to the supply of the Services again or in the payment of the cost of having the Services supplied again.
LATSA will not be liable to the Client for any consequential or indirect loss or damage whatsoever (including, without limitation, loss of profits, bargain, revenue, data or use) arising out of or in relation to the supply of the Services or any equipment, whether damages are claimed in contract, negligence or other tort or under statute.
- If a dispute arises out of or relates to terms and conditions, the parties agree to endeavour in good faith to settle the dispute by the procedures set out in this clause before the commencement of legal proceedings. A party claiming that a dispute has arisen must give written notice to the other party specifying the nature of the dispute. On receipt of the notice, the parties must within seven (7) days of receipt of said notice seek to resolve the dispute in good faith. If the dispute is not resolved within seven (7) days or within such further period as the parties agree then the dispute is to be referred to Australian Commercial Disputes Centre (“ACDC”) for mediation. The mediation shall be conducted in accordance with the ACDC Mediation Guidelines which set out the procedures to be adopted, the process of determination (administered by the ACDC) and conducted in accordance with the ACDC Expert Determination Guidelines. The parties agree to accept the determination of the mediation as final and binding. This clause shall survive the termination of the Agreement.