These terms and any document(s) referred to in them constitute the entire agreement about Gridware’s supply of the products and services to the client and supersede all prior understandings, arrangements and agreements.
Words with special meanings are defined in clause 1 below. A reference in these terms to the singular includes the plural and vice versa; and the word “including” means “including, but not limited to,” and the word “includes” means “includes, without limitation”.
1. DEFINITIONS
“Client” means the person, business or company that is the purchaser of the Products and Services from Gridware.
“Products” means the Products from third party vendors (including but not limited to software licenses, support, education, and training) supplied to the Client by Gridware and described in Gridware’s tax invoice.
“Services” means the performance of professional services supplied to the Client on an hourly or daily rate by Gridware as described in Gridware’s tax invoice.
“Confidential Information” means any and all information (in any form) of a confidential nature that is made available directly or indirectly, and before, on or after the date of this Agreement including but not limited to financial, client, employee and supplier information, product specifications, policies and procedures, processes, statements, formulae, trade secrets, Data, drawings and data which is not in the public domain (except by virtue of a breach of the confidentiality obligations arising under this Agreement)
“Personal Information” has the meaning as referenced in the Privacy Act
“Security Breach” A security breach is any incident that results in unauthorized access of data, applications, services, networks and/or devices
2. PROVISION OF SERVICES
2.1. Gridware agrees to perform the Services as set out in a Proposal, Quote or Statement of Works (as relevant) and any acceptance and delivery will only be in accordance with the terms of this Agreement, and no other terms or conditions contained in any other Client document will apply or be incorporated (unless agreed separately by both parties).
2.2. Gridware shall perform the services described in the engagement letter or proposal (“Scope of Work”) in accordance with the terms and conditions.
In the event that Gridware determines that work outside the Scope of Work is required to complete the services, it shall promptly notify the Client in writing and request the Client’s prior written approval before proceeding with any such work.
2.3. In performance of any Services, Gridware agrees to comply with all reasonable directions of the Client and all applicable Laws in performance of its obligations, including health and safety policies of the Client.
2.4. The Client agrees to comply with all reasonable requests or directions of Gridware for the purpose of facilitating the supply of the Services and Products. The Client agrees to act in good faith to facilitate Gridware’s supply of any Services or Products by ensuring the safe and timely provision of access to Client’s systems, personnel, and requested information.
2.5. For Penetration Testing services, the Client must make reasonable efforts to enable Gridware to schedule reverification testing within 90 days of receiving their penetration test report. Additional retesting fees may apply if the Client requires retesting outside the 90 days.
3. PRIVACY & CONFIDENTIALITY
3.1. Gridware is committed to ensuring the privacy of client confidential and commercially sensitive information. Gridware acknowledges that by undertaking this engagement, confidential information may be obtained and produced in the performance of the security consulting works.
3.2. Gridware and the Client agree to comply with the Australian Privacy Principles (Privacy Laws) in relation to the provision and use of the services provided.
3.3. All Gridware process and procedures are governed by information security standard ISO27001 and the handling of customer information is operated in accordance with that standard.
Any information gathered during the performance of the review will be stored in separate, access controlled secured cloud and 256-bit hash encrypted format at all times. All folders, documents, information and related files used in the course of this engagement will be password protected.
3.4. Gridware and the Client, including their respective Personnel agree to keep Confidential Information as confidential and not use it except as reasonably necessary for the purposes of the engagement or as required by law.
3.5. Gridware agrees to keep all Confidential Information disclosed by the Client confidential and shall not disclose, transfer, or provide access to any such information to any third party without the prior written consent of Company.
In the event that Gridware anticipates sharing Confidential Information with any third party, it shall notify Company in writing and obtain written consent from Company prior to such disclosure.
Gridware shall ensure that any third party with whom it shares Confidential Information is bound by obligations of confidentiality and non-disclosure no less restrictive than those set forth in this Agreement.
3.6. Gridware will take reasonable precautions within its own control to prevent any Security Breach of Gridware’s Systems. Any information gathered by Gridware and its personnel during the performance of the engagement will be stored in a separate, access-controlled secured cloud in an encrypted format at all times.
3.7. Gridware and the Client shall promptly notify the other of Security Breach and provide reasonable assistance to the other in managing such Security Breach and/or handling any requests in relation to Personal Information.
3.8 Upon request by the Disclosing Party or termination of this Agreement, promptly deliver to the Disclosing Party or delete any Confidential Information in its custody, control or possession
4. PAYMENT & INVOICING
4.1. Indicative quotations may be provided for budgetary purposes and are subject to change without notice. All pricing is provided for indicative purposes only. Should the Client wish to use Gridware Services, an official quotation will be issued which will provide the Client with final confirmation of services, products, and pricing.
4.2. Gridware will issue to the Client, a valid tax invoice for all Products and Services supplied to the Client,.
4.3. Gridware’s payment terms are 14 days from the receipt of invoice or as otherwise specified in the invoice.
4.4. All invoices issued are exclusive of applicable taxes unless explicitly stated otherwise and the Client agrees to pay any goods and services tax included on a tax invoice.
4.5. The Client agrees to pay all tax invoices within the payment term period in the manner prescribed on Gridware’s tax invoice.
4.6. Gridware may make part deliveries of any products and services, and each part delivery will constitute a separate supply of the Products and/or Services upon these terms. Where Gridware completes a partial delivery, a tax invoice will be issued for the items and/or Services.
4.7. The Client agrees not to withhold payment of a tax invoice and agrees to pay each and every tax invoice as and when they fall due.
4.8. Where an order includes the supply of Products and Services, the Client cannot withhold the payment of tax invoices for Products until the Services have been delivered and agrees to pay a tax invoice for Products unconditionally.
4.9. Gridware may, in its sole discretion, suspend the provision of credit and cease providing Products and Services to the Client until all amounts owing are paid for in full, and from time to time and at any time, vary or cancel any credit arrangement it makes available to the Client.
5.0 WARRANTY AND LIABILITY
5.1. To the extent permitted by law, both Gridware and the Client agree that neither party shall be liable to the other, nor to any third party, under any circumstances for any loss of use, profit, revenue, interest, goodwill, or for any injury or death to any person. Furthermore, neither party shall be responsible for any indirect, incidental, or consequential damages sustained or incurred by the other party, whether such liability arises directly or indirectly as a result of any negligent act or omission, wilful misconduct, the supply, performance, or use of any products or services, or any breach of obligations under these terms or any relevant agreement.
