Standard Terms & Conditions
For Consulting, Advisory, and Proof-of-Concept Engagements
These Standard Terms and Conditions (“Terms”) apply to all Services provided by CEADE Pty Ltd (ABN 11 664 580 116) (“CEADE”) to a client entity (“Client”) as described in any accepted quotation, proposal, or Statement of Work. By signing or accepting such a document, the Client agrees to be bound by these Terms.
PURPOSE AND SCOPE
1.1 These Terms apply to all consulting, advisory, or proof-of-concept services (“Services”) delivered by CEADE to the Client, as described in a written proposal, quotation, engagement letter, or other Statement of Work (“SoW”).
1.2 Each SoW incorporates these Terms by reference and sets out the specific scope, deliverables, timing, and fees for the applicable engagement.
CONFIDENTIALITY
2.1 Each Party must keep confidential all non-public information disclosed by the other in connection with the Services.
2.2 Confidential information may only be used for fulfilling obligations under the engagement and must not be disclosed to third parties without consent, unless required by law.
2.3 These obligations survive the termination or expiry of the engagement.
INTELLECTUAL PROPERTY
3.1 CEADE retains all rights in any pre-existing or independently developed tools, templates, methodologies, software, and materials used in delivering the Services (“Background IP”).
3.2 The Client owns any custom deliverables developed under a SoW, subject to full payment of all applicable fees.
3.3 CEADE may reuse any general know-how, processes, or non-confidential elements from the engagement in future work, provided no Client Confidential Information is disclosed.
FEES AND PAYMENT
4.1 Fees and billing arrangements are as stated in the SoW or quotation.
4.2 Unless agreed otherwise, invoices are due within 14 days of issue.
4.3 Fees are exclusive of GST and all applicable taxes.
CLIENT RESPONSIBILITIES
5.1 The Client must provide timely access to personnel, information, systems, and resources necessary for CEADE to perform the Services.
5.2 CEADE is not responsible for delays or additional costs arising from the Client’s failure to meet these obligations.
5.3 The Client warrants that all materials and data it provides are lawful to use for the intended purpose.
LIMITATION OF LIABILITY
6.1 To the extent permitted by law, CEADE’s total aggregate liability for any claim arising out of the Services is limited to the total fees paid by the Client under the relevant SoW.
6.2 CEADE is not liable for indirect, special, or consequential loss, including loss of profit, revenue, or data.
6.3 Nothing in this clause limits liability for fraud, gross negligence, or personal injury caused by negligence.
INDEPENDENT CONTRACTOR
7.1 CEADE provides the Services as an independent contractor. Nothing in these Terms creates an employment, partnership, agency, or fiduciary relationship.
TERMINATION
8.1 Either Party may terminate an engagement at any time by giving 14 days’ written notice.
8.2 Upon termination, the Client must pay for:
(a) Services provided up to the termination date; and
(b) any incurred and approved costs (e.g. infrastructure or hosting) on a pro-rata basis.
8.3 Termination does not affect any rights or obligations accrued prior to the termination date.
SERVICE STANDARDS AND NO GUARANTEE
9.1 CEADE will perform the Services with reasonable care and skill, in accordance with applicable professional standards.
9.2 CEADE does not guarantee that the Services will achieve any particular outcome or result, nor that the Client’s expectations will be met in every case.
HOSTING AND ACCESS
10.1 Where the Services include provision of a hosted instance of the SnapInsight platform or other software environment, such access is provided solely for evaluation, testing, or demonstration purposes as part of a proof-of-concept or consulting engagement.
10.2 Unless expressly agreed in writing, hosted environments are temporary in nature, not production-grade, and may be withdrawn at the conclusion of the engagement.
10.3 CEADE does not guarantee uptime, data persistence, or service continuity beyond the scope and duration agreed in the relevant Statement of Work.
FORCE MAJEURE
11.1 Neither Party is liable for delays or non-performance caused by events beyond their reasonable control, including natural disasters, strikes, outages, or government restrictions.
ONGOING APPLICATION
12.1 These Terms apply to all future Services provided by CEADE to the Client, unless expressly replaced or amended in writing.
DISPUTE RESOLUTION
13.1 If a dispute arises out of or in connection with these Terms or the Services, the Parties must first attempt to resolve the dispute through good-faith negotiation.
13.2 If the dispute is not resolved within 14 days, either Party may refer the matter to mediation administered by the Australian Disputes Centre (or equivalent body).
13.3 Nothing in this clause prevents either Party from seeking urgent injunctive or equitable relief.
GOVERNING LAW AND JURISDICTION
14.1 These Terms are governed by the laws of Victoria, Australia.
14.2 The Parties submit to the non-exclusive jurisdiction of the courts of Victoria and any courts entitled to hear appeals from them.
GENERAL
15.1 If any provision of these Terms is held invalid, the remainder will remain in full force and effect.
15.2 These Terms, together with any referenced SoW or quotation, constitute the entire agreement and supersede prior understandings in relation to the Services.
15.3 Any amendment must be agreed in writing by both Parties.
15.4 Notices may be delivered by email or any other agreed written method.
Standard Terms & Conditions
For Consulting, Advisory, and Proof-of-Concept Engagements
These Standard Terms and Conditions (“Terms”) apply to all Services provided by CEADE Pty Ltd (ABN [Insert]) (“CEADE”) to a client entity (“Client”) as described in any accepted quotation, proposal, or Statement of Work. By signing or accepting such a document, the Client agrees to be bound by these Terms.
PURPOSE AND SCOPE
1.1 These Terms apply to all consulting, advisory, or proof-of-concept services (“Services”) delivered by CEADE to the Client, as described in a written proposal, quotation, engagement letter, or other Statement of Work (“SoW”).
1.2 Each SoW incorporates these Terms by reference and sets out the specific scope, deliverables, timing, and fees for the applicable engagement.
CONFIDENTIALITY
2.1 Each Party must keep confidential all non-public information disclosed by the other in connection with the Services.
2.2 Confidential information may only be used for fulfilling obligations under the engagement and must not be disclosed to third parties without consent, unless required by law.
2.3 These obligations survive the termination or expiry of the engagement.
INTELLECTUAL PROPERTY
3.1 CEADE retains all rights in any pre-existing or independently developed tools, templates, methodologies, software, and materials used in delivering the Services (“Background IP”).
3.2 The Client owns any custom deliverables developed under a SoW, subject to full payment of all applicable fees.
3.3 CEADE may reuse any general know-how, processes, or non-confidential elements from the engagement in future work, provided no Client Confidential Information is disclosed.
FEES AND PAYMENT
4.1 Fees and billing arrangements are as stated in the SoW or quotation.
4.2 Unless agreed otherwise, invoices are due within 14 days of issue.
4.3 Fees are exclusive of GST and all applicable taxes.
CLIENT RESPONSIBILITIES
5.1 The Client must provide timely access to personnel, information, systems, and resources necessary for CEADE to perform the Services.
5.2 CEADE is not responsible for delays or additional costs arising from the Client’s failure to meet these obligations.
5.3 The Client warrants that all materials and data it provides are lawful to use for the intended purpose.
LIMITATION OF LIABILITY
6.1 To the extent permitted by law, CEADE’s total aggregate liability for any claim arising out of the Services is limited to the total fees paid by the Client under the relevant SoW.
6.2 CEADE is not liable for indirect, special, or consequential loss, including loss of profit, revenue, or data.
6.3 Nothing in this clause limits liability for fraud, gross negligence, or personal injury caused by negligence.
INDEPENDENT CONTRACTOR
7.1 CEADE provides the Services as an independent contractor. Nothing in these Terms creates an employment, partnership, agency, or fiduciary relationship.
TERMINATION
8.1 Either Party may terminate an engagement at any time by giving 14 days’ written notice.
8.2 Upon termination, the Client must pay for:
(a) Services provided up to the termination date; and
(b) any incurred and approved costs (e.g. infrastructure or hosting) on a pro-rata basis.
8.3 Termination does not affect any rights or obligations accrued prior to the termination date.
SERVICE STANDARDS AND NO GUARANTEE
9.1 CEADE will perform the Services with reasonable care and skill, in accordance with applicable professional standards.
9.2 CEADE does not guarantee that the Services will achieve any particular outcome or result, nor that the Client’s expectations will be met in every case.
HOSTING AND ACCESS
10.1 Where the Services include provision of a hosted instance of the SnapInsight platform or other software environment, such access is provided solely for evaluation, testing, or demonstration purposes as part of a proof-of-concept or consulting engagement.
10.2 Unless expressly agreed in writing, hosted environments are temporary in nature, not production-grade, and may be withdrawn at the conclusion of the engagement.
10.3 CEADE does not guarantee uptime, data persistence, or service continuity beyond the scope and duration agreed in the relevant Statement of Work.
FORCE MAJEURE
11.1 Neither Party is liable for delays or non-performance caused by events beyond their reasonable control, including natural disasters, strikes, outages, or government restrictions.
ONGOING APPLICATION
12.1 These Terms apply to all future Services provided by CEADE to the Client, unless expressly replaced or amended in writing.
DISPUTE RESOLUTION
13.1 If a dispute arises out of or in connection with these Terms or the Services, the Parties must first attempt to resolve the dispute through good-faith negotiation.
13.2 If the dispute is not resolved within 14 days, either Party may refer the matter to mediation administered by the Australian Disputes Centre (or equivalent body).
13.3 Nothing in this clause prevents either Party from seeking urgent injunctive or equitable relief.
GOVERNING LAW AND JURISDICTION
14.1 These Terms are governed by the laws of Victoria, Australia.
14.2 The Parties submit to the non-exclusive jurisdiction of the courts of Victoria and any courts entitled to hear appeals from them.
GENERAL
15.1 If any provision of these Terms is held invalid, the remainder will remain in full force and effect.
15.2 These Terms, together with any referenced SoW or quotation, constitute the entire agreement and supersede prior understandings in relation to the Services.
15.3 Any amendment must be agreed in writing by both Parties.
15.4 Notices may be delivered by email or any other agreed written method.