1 Background

1. CNS is a provider of Products, Services and Support.
2. Customer wishes to procure from CNS any combination of Products, Services and Support under the terms of this Agreement.

2 Definitions

1. "Agreement" means this document, these terms and conditions.
2. "Customisation's" means changes and amendments to cloud, environments, software applications or new applications developed by CNS.
3. "Maintenance" means software updates, fixes and enhancements provided by a third party vendor.
4. "Help Desk" means the provision of telephone, internet or email assistance.
5. "Products" means third party vendor software applications (including Microsoft) and hardware.
6. "Services" means the provision of consulting and development activities, including Customisation's, to be provided by CNS under any Agreement, or a statement of work. This includes but is not limited to project management, business consulting, training, software configuration, IT Infrastructure engineering.
7. "Support" means the provision of Maintenance and/or Help Desk.
8. "Vendor" means a third party software developer that owns and licenses a Product (such as Cisco, VMware, Citrix, Microsoft etc.).
9. "Customer" means the person, firm, company or any person acting on behalf of and with the authority of the client, once terms and conditions are accepted.

3 Engagement

1. The supply of Products, Services and Support from CNS to the Client are governed by the terms of this Agreement.
2. This Agreement does not replace or override any license agreements provided by a Vendor in regard to any Product.
3. CNS agrees to provide Services to the Client as described in written from such as (but not limited to) an engagement letter, project management plan, work order, proposal, change requests or statements of work, which will form exhibits to these terms and conditions (collectively, the "Agreement").
4. Services may be provided either at CNS premises, a Client site or other location as required by CNS.
5. Retention of Title: Risk of Products transfers to the Client at time of delivery, but CNS retains full title until all amounts due in relation to the supply of those Products have been received by CNS.
6. Any amounts paid by the Client in relation to unused portions of Support are not refundable to the Client should this Agreement be terminated for any reason.

4 Commercial Terms

1. All amounts in this Agreement are specified and payable in Australian Dollars and are exclusive of GST and other government taxes, charges or imposts. Any such charge, tax or impost shall be additionally charged to the Client at the required rate.
2. Services provided on a time and materials basis will be invoiced monthly in arrears based on work performed.
3. The Client agrees to pay all invoices by the 20th of the month unless otherwise agreed by both parties in writing.
4. All amounts due in respect of software, hardware or Project related charges will be invoiced on delivery and must be paid by the Client within 7 days of the date of delivery.
5. Support and Maintenance fees are monthly in advance as directed by CNS.
6. Travel time between CNS's and the Client’s premises is chargeable at CNS's then prevailing rates.
7. CNS reserves the right to cease the provision of Support and/or Services where the Client fails to pay any amounts due under this Agreement within the agreed period.

5 Limited Warranty

1. CNS represents and warrants that: (i) it has the authority to enter into this Agreement; (ii) it will comply with all applicable law; (iii) Services will be provided in a professional and workmanlike manner; and (iv) to the best of its knowledge, the CNS Products, Services and Support provided by it (but not any Products, Services or Supported provided by or on behalf of a third party) will not violate the copyright or proprietary rights of any third party.
2. CNS expressly disclaims any warranty and liability it may have arising out of or relating to a claim of infringement of any person's rights resulting from CNS’s use of tools, instructions, specifications, or other materials provided by the Client to CNS (“client materials”).
3. The warranty in clause 5.1 shall not apply where the Client or its employees, agents or other contractors make modifications to any of the Products or any aspect of the results of the Services or Support, where the CNS Products are used in conjunction with other products or where the CNS Products are used other than in accordance with their instructions.
4. The Client represents and warrants that: (i) it has the authority to enter into this Agreement; (ii) it will comply with all applicable law; (iii) it has or has obtained the right to permit CNS to supply any of the Products, Services or Support contemplated by this Agreement; and (iv) in entering into this Agreement it has relied upon its own experience, skill and judgement to evaluate the Products, Services and Support and that it has satisfied itself as to the suitability of the Products, Services and Support to meet its requirements.
5. For Changes or alterations that are provided by CNS on a fixed price basis, CNS warrants for a period of 15 days from the date on which the Changes or alterations are first delivered to the Client that those Changes or alterations will substantially conform with the specifications agreed to by CNS in respect of those Changes or alterations.  If the Client notifies CNS during this 15 day period that a change or alteration does not substantially conform with those specifications, CNS will take such action as it deems appropriate to investigate and rectify that non-conformance at its cost.  Any investigation and rectification of any errors or issues arising in a Changes or alterations after this 15 day period will be undertaken by CNS as a Service at its then current rates.
6. Changes or alterations that are provided by CNS on a time and materials basis are provided to the Client on an "as is" basis and, to the maximum extent permitted by law, CNS makes no representations or warranties as the performance or functionality of any such changes or alterations.  Any investigation and rectification of any errors or issues arising in a changes or alterations provided by CNS on a time and materials basis will be undertaken by CNS as a Service at its then current rates.

6 Vendor Software Updates

1. For Products which the Client has licensed from a third party and paid the relevant Maintenance fees, the Vendor may from time to time supply new software versions and upgrades as they are made available.  CNS will make these new versions available to the Client on a periodic basis if they are made available to CNS by the Vendor.
2. The services required to install new versions of Products are not provided as part of Support.  The parties may agree that CNS will provide such services as a Service at its then current rates.
3. Any Services provided in connection with upgrading Customisation's will be provided by CNS at its then current rates or on such other basis as CNS may agree.

7 User Acceptance Testing (UAT)

1. In the framework of service deliveries by CNS/SureDeploy, the Client will be allocated a specific User Acceptance Testing (UAT)
2. period for thorough examination of the deliverable prior to the formal handover. The UAT period for each module of deliverable works shall not exceed 10 business days, unless otherwise specified in the relevant Statement of Work (SOW). In cases where unforeseen issues are communicated to CNS during the UAT period, the UAT timeline will be temporarily halted until a resolution is provided. Upon the subsequent delivery of the rectified issue, the UAT timeline will resume.
3. During this UAT period, it is expected that the Client Will
4. Should the Client fail to meet the responsibilities associated with UAT or deviate from the aforementioned expectations, CNS reserves the right to promptly conclude the UAT period and initiate the handover process.
5. Penalties rates may apply if additional time after the 10 days period is required by our team to complete UAT feedback.

8 Indemnification

1. If a third party alleges or makes a claim that CNS's provision of the Services or CNS Products infringes that third party's copyright or proprietary rights, the Client’s sole remedy, and CNS's entire liability, in relation to such claim or allegation shall be, in CNS's sole and absolute discretion, to (i) modify the infringing materials so that they are non-infringing; (ii) obtain a license for the Client to use the infringing materials; or (iii) subject to the limitation of liability provisions of this Agreement, refund to the Client the amounts paid by it under this Agreement for the infringing material.
2. CNS will have no liability under clause 7.1 if the claim or allegation of infringement is due to CNS’s reliance on the Client’s instructions or specifications or where the Client or its employees, agents or other contractors modify any aspect of the CNS Products or the results of the Services.
3. The Client agrees to indemnify, hold harmless and defend CNS from and against any and all judgements, liabilities, damages, losses, expenses and costs (including, but not limited to, court costs and legal fees on a solicitor-client basis) incurred by CNS which relate to the violation of any third party’s copyright or proprietary rights arising in connection with the provision of Services where such violation arises from CNS’s reliance on the Client’s instructions or specifications or where the Client, its employees, agents or other contractors modify any aspect of the CNS Products or the results of the Services.

9 Limited Liability

1. To the full extent permitted by law, the parties agree that neither party to this Agreement shall have any liability, obligation or responsibility, whether in contract, tort (including but not limited to negligence), under statute or on any other basis, for any lost profits, opportunity costs or lost data, loss of management time or failure to realise anticipated savings or for any indirect,  incidental, consequential, special or exemplary damages arising in connection with this Agreement, even if that party has been advised of the possibility of such damages.
2. To the full extent permitted by applicable law, CNS’s maximum aggregate liability for damages under or in relation to this Agreement or in tort (including negligence), shall not exceed the amount of the fees paid by Client to CNS under this Agreement during the previous 12 month period in which such claim arises.

10 Intellectual Property

1. All rights in any intellectual property relating to the CNS Products, Services, Support, Customisations and associated documentation, remain the property of CNS.
2. Subject to 9.1 CNS grants to the Client a non-exclusive, irrevocable, perpetual, non-transferable (with no right to sub-licence) licence to use the intellectual property inherent in any Customisations or the result of the Services for its own internal purposes. Such purposes do not include the exploitation of the intellectual property referred to in this clause or the supply of that intellectual property to third parties.

11 Confidentiality

1. Each party to this Agreement (each, a “Recipient”) shall protect and keep confidential all non-public information disclosed by the other party (each a “Discloser”) and identified as confidential by the Discloser (“Confidential Information”), and shall not, except as may be authorised by the Discloser in writing, use or disclose any such Confidential Information. Upon termination or expiration of this Agreement, the Recipient shall return to the Discloser all Confidential Information of the Discloser.
2. The obligations of confidentiality in clause 10.1 shall not apply to any information which: (i) was previously known to the Recipient; (ii) is or becomes publicly available through no fault of the Recipient; (iii) is disclosed to the Recipient by a third party having no obligation of confidentiality to the Discloser; (iv) is independently developed by the Recipient; or (v) is required to be disclosed as a matter of law.
3. Both parties acknowledge that any use or disclosure of the other party’s Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the non-disclosing party irreparable damage for which remedies other than injunctive relief may be inadequate, and both parties agree that the non-disclosing party may request injunctive or other equitable relief seeking to restrain such use or disclosure.

12 Delays

1. Neither party shall be liable for delays caused by fire, accident, labour dispute, war, insurrection, riot, act of government, act of God or any other cause reasonably beyond its control, but each party shall use all reasonable efforts to minimise the extent of any such delay.
2. CNS shall not be liable to the Client (or the Client’s customers) for any delay in performance or any failure in performance hereunder caused in whole or in part by reasons beyond the control of CNS, including any delay or failure caused or contributed to by the Client’s failure to furnish in a timely manner information, equipment, or materials necessary for CNS to perform the Services.

13 Solicitation

1. The Client agrees not to hire or attempt to hire or directly contract employees or subcontractors of CNS that have been directly or indirectly involved in providing Products, Services or Support during the term of this Agreement.  In the event of such hiring or contracting the Client agrees to pay CNS a reasonable estimate of the cost of finding and recruiting a suitable replacement.

14 Independent Contractor Status

1. The parties hereto are independent contractors and nothing in this Agreement shall be deemed to create any form principal-agent relationship, employer-employee relationship or joint venture between the parties hereto.

15 Amendments

1. Changes to this Agreement need to be agreed in writing by both parties.

16 Assignment

1. Neither party may assign its rights or obligations hereunder (except to subsidiaries or affiliates) without the prior written consent of the other party, which consent will not be unreasonably withheld.

17 Acceptance

1. In witness whereof, the parties have caused a quote, SOW or any related documents to be executed by their respective duly authorised officers as of the indicated date.