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Standard Terms and Conditions

The Standard Terms and Conditions (the Agreement) are entered into and made effective as of the Effective Date entered on the Scope of Work by and between Decision Inc. Australia, ABN 51 077 369 218 (DI) and Client.  

  1. This offer is provided commercially in confidence. 
  1. This proposal constitutes an initial Scope of Work. Thereafter, from time to time, DI and Client may execute statements of work that describe the specific services to be performed by DI, including any work product to be delivered by DI (as executed by the parties, a “Scope of Work”).  Each Scope of Work will expressly refer to this Agreement, will form a part of the Agreement, and will be subject to the terms and conditions contained herein.  
  1. Subject to Client’s payment of the Professional Services fees set forth in each Order Form and/or Scope of Work, DI will perform the services specified in each Scope of Work (the “Professional Services”) in accordance with the terms and conditions of this Agreement and each Scope of Work. 
  1. Client may submit to DI written requests to change the scope of Services described in a Scope of Work (each such request, a “Change Order Request”).  DI may, at its discretion, consider such Change Order Requests, but DI has no obligation to do so.  If DI elects to consider such a Change Order Request, then DI will promptly notify Client if it believes that the Change Order Request requires an adjustment to the fees or to the schedule for the performance of the Professional Services.  In such event, the parties will negotiate in good faith a reasonable and equitable adjustment to the fees and/or schedule, as applicable.  DI will continue to perform Professional Services pursuant to the existing Scope of Work and will have no obligation to perform any Change Order Request unless and until the parties have agreed in writing to such an equitable adjustment. 
  1. In connection with each Scope of Work, the Client will:  
  1. provide timely access to relevant facilities including work-places, networks, and systems to enable us to complete our Scope of Work; 
  1. provide qualified personnel capable of performing the Client’s duties and tasks in a timely manner under the Scope of Work; and  
  1. perform the Client’s duties and tasks under the Scope of Work, and such other duties and tasks as may be reasonably required to permit DI to perform the Professional Services.  The Client will also make available to DI any data, information and any other materials required by DI to perform the Professional Services, including, but not limited to, any data, information or materials specifically identified in the Scope of Work or the Implementation Project Data Requirements document (collectively, “Client Materials”).  The Client will be responsible for ensuring that all such Client Materials are accurate and complete. 
  1. DI is performing the Professional Services as an independent contractor, is not an employee, agent, joint venture or affiliate of Client, and has no authority to bind Client by contract or otherwise.  DI acknowledges and agrees that its personnel are not eligible for or entitled to receive any compensation, benefits or other incidents of employment that Client makes available to its employees.  The Client may not make any offer of direct employment of DI personnel during the provision of the services provided under the Scope of Work, and for a period of up to six months following completion of the Scope of Work or any follow-on engagements. DI is solely responsible for all taxes, expenses, withholdings, and other similar statutory obligations arising out of the relationship between DI and its personnel and the performance of Professional Services by such personnel. 
  1. All prices quoted are in Australian dollars, exclusive of GST, unless otherwise specifically stated. 
  1. This proposal is valid for 30 Days from issue date, but pricing may be subject to change thereafter. In the event that discounts are offered with explicit reference to a date earlier than 30 days from date of proposal issue, then action must be taken by the nominated date in order to qualify for the specified discount.  
  1. DI will invoice the software licences, inclusive of first year mandatory support & update fees, and / or subscriptions upon acceptance of this proposal. 
  1. Consulting Services will be invoiced monthly in arrears based on project summaries and timesheets at the agreed consulting day rate. All invoice payments are due 14 days after the invoice date unless otherwise specifically stated. DI will not charge any further consulting fees than estimated without first flagging and logging any potential scope variation, and discussing the need for variation, and obtaining written approval to variation. Should DI complete the work in less time than estimated, DI will reduce fees accordingly. 
  1. A Consulting Day is 7.5 hours. DI normal working hours run from 8.45 to 5.15 with breaks. However, personnel are engaged and contracted to DI on the understanding that client and project requirements may necessitate they vary these hours on demand, and are expected to work toward client and project objectives on a timely, professional basis and accordingly to respond to all reasonable requests to work outside normal working hours. Clients may choose to provide consultants with corresponding time breaks from engagement. Alternatively, DI will invoice on a pro-rated consulting day rate basis so that the consultants may be appropriately compensated for their service in demanding situations. DI may contract on equivalent consulting hourly rate basis or negotiate alternative engagement fee arrangements subject to negotiation. 
  1. Expenses incurred outside of 5km from the nearest DI office will require out of pocket expense reimbursement. This includes airfares, accommodation and mileage, which is charged at $0.72/km from the nearest DI office. 
  1. All hardware and software is covered by the respective manufacturers’ warranties. To the maximum extent permitted by law, neither party will be liable to the other for fines, penalties, taxes (except GST) and any exemplary, aggravated or punitive damages, liquidated damages or any indirect or consequential loss or damage (including but not limited to loss of business, loss of revenue, loss of contract, loss of production, lost opportunity costs), legal costs and expenses (except reasonable legal costs awarded by a court) except where such losses are covered by an insurance policy held by the party. In the event that an insurance policy held by DI does not cover the loss or liability of DI in relation to the Professional Services, or any indemnity given under this Agreement, DI’s total aggregate financial liability to the Client will be limited to a maximum level represented by the amount of money the Client has paid to DI for the assignment or project. 
  1. On project mobilisation, Client will approve a brief comment, to a maximum of 1-2 paragraphs, for DI to use for on the DI web site, and solution industry press release purposes, simply stating as a minimum that the Client has selected DI and the Software to improve management information.  
  1. On project completion, Client will support creation and release of a case study which factually summarises the implementation. Client will have full editorial approval rights over the case study. 
  1. Each party acknowledges and agrees that, the other party retains all prior Intellectual Property Rights and that neither party acquires any proprietary rights to any Intellectual Property Rights owned by the other party. All Intellectual Property Rights created, developed or modified under the Scope of Work(s) and Professional Services for Client by DI are retained and owned by Client.