Thank you for your interest in becoming a client of 365 Digital Consulting. This policy is to confirm your understanding of the terms of your engagement and the nature and limitations of the services that we provide.

1.       Legal Terms

1.1 Definitions

Business Day means any day excluding Saturday, Sunday, a public holiday in Australia and/or a Commonwealth public holiday;

Confidential Information means any information that is:

a.         Information, ideas forms, specifications, processes, statements, formulae, trade secrets, drawings and data (and copies and extracts made of or from that information and data) that is not in public domain is considered confidential information; and

b.         confidential by nature, stipulated as confidential or any other information that would be reasonably considered to be confidential due to the value of the information;

Intellectual Property Rights means all present and future rights in relation to copyright, trademarks, designs, patents or other proprietary rights, or any rights to registration of such rights, whether created, written, developed or brought to existence by client or the Provider in the provision of the Services;

2.       Purpose and Scope

365 Digital Consulting will provide consultation and implementation of highly innovative world-class software solutions at your request. The type of the services we would provide in this agreement are including but not limited to:

a.         Build Modern Portals (Intranet, Extranet) on top of Microsoft 365 platform

b.         Process Automation by connecting people, data, and systems through low-code platform and automated workflows.

c.         Document Management System

d.         Cloud Migration: help your business and your IT team to migrate from Dropbox, Google Drive, Gmail, Box, Sharefile and etc to the cloud with speed and confidence in order to improve agility, lower TCO.

e.         Consulting: help you to map your business needs to tailored solutions on Microsoft 365 / Office 365/ Dynamics 365/ SharePoint.

f.          Make integration on a broad range of options using Web Service, REST API, Graph API,  …

g.         Custom App Development by building custom solutions or web applications using these technologies: SharePoint Framework (SPFx), PowerApps, Nintex, Sparknit, ChatBots, even native or hybrid mobile app such as Xamarin App, .Net Core solutions or a react frontend web app.

h.         CRM customization

i.          Webpart development and config

Any extension of the scope that might need additional effort and not clearly mentioned in the scope of work (either defined in the section product description or on our proposal or quote) would consider as a Change Request (CR) and handle within our change management methodology and would have an extra charge to the client.

3.       Client Responsibilities

3.1.      The Client shall be responsible for the reliability, accuracy and completeness of the requirement, the particulars and information provided and for the disclosure of all material and relevant information. Clients are obliged to arrange for us to have reasonable access to the relevant system and documents and are responsible for the completeness and accuracy of the information provided to us as their requirement and scope.

3.2.      Client IT team setup infrastructure and basic for Office 365 / Microsoft 365 including setup users, assign a proper license, password sync and Azure AD connect. The assumption is infrastructure working properly. Those items considered as infrastructure setup and would be part of the responsibility of the client unless clearly specified in the scope section.

3.3.      Client is responsible to purchase all required licenses for their own solution (in case extra license is needed for some actions such as premium license Power Automate, PowerBI, PowerApps, PowerApps portal).

3.4.      Any advice given to the Client is only an opinion based on our expertise and our knowledge of the specific circumstances of the client. So, if the client forgot to mention some extra details regarding their requirement, we are unable to provide an estimate for those unknown items, as a result, those items would consider out of scope and can handle via CR (Change Request).

3.5.      Following acceptance of the Order, client will pay the Supplier within seven (7) days from the date it receives a valid tax invoice.

4.       Period of Engagement

This engagement will start upon acceptance of the terms of engagement and full payment or pre-payment for the services by the client.

5.       Confidential Information

5.1  Neither Party will use information contained in this Agreement, exchanged in prior negotiations or any tender process for any purpose not contemplated by this Agreement. Each Party must, and must ensure that its employees, agents and subcontractors who need such access to perform their duties, receive this information under obligations of confidentiality.

5.2  Clause 5.1 does not apply to the extent that:

a.         either Party is required by law to disclose the information;

b.         the information is public knowledge (and has not become public knowledge because of either party’s breach of confidentiality); or

c.            the information was independently created by a Party (and that Party has evidence in writing that the information falls within this exception)

6.       Warranty Period for the Services

Where the Services include the provision of technology, then due to the inherently complex nature of technology, the Provider is unable to provide client with a guarantee that the Services will be free from technical errors and/or bugs (the ‘Errors’). Accordingly, upon delivery of the Services, the Provider agrees to review and repair any pre-existing coding errors for the first fifteen (15) days after delivery at no charge to client. For larger projects which total purchase amount is $7,000 AUD and above, this period would be 30 days.

The above Services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service where majority of requirement are not working as expected, you are entitled:

•           to cancel your service contract with us; and

•           to a refund for the feature that not being developed or not working as state in requirement document.

7.       Invoicing and Commercial Terms

The payment amount would be payable based on total purchase amount. 

For any invoice which total amount below $3000 AUD, the payment term is fully paid upfront.

For any invoice which total amount above $3000 AUD, The payment terms is as below:

First payment:                         50% upfront to start the project

Second payment:                    50% upon 75% project progress

8.       Professional Fees

The consulting and development fee arrangement is based on the expected amount of time and the skill level of staff required completing the services at the respective hourly rate. Where quotations have been provided for specific services, these quotations will provide adequate detail of all time and allocated staff and rates based on the requirement that provided in written by the client and scope that agree based on our proposal. If circumstances of the services to be provided a change from the original requirement/quotation, a new quotation between the two parties will be agreed upon before any further work is undertaken or a CR (Change Request) would be sent via email to the client for that extra work.

9.       Goods and Services Tax

Unless otherwise stated, all amounts, including out of pocket expenses, expressed and described on or in connection with this Agreement and/or its Order Details, that are listed in Australian Dollars (AUD) and are GST inclusive, being goods and services tax as defined in A New Tax System (Goods and Services Tax) Act 1999, inclusive amounts. Where the services are provided outside Australia, GST is inapplicable.

10.      Terms of Trade

The terms of payment have been explained on section Invoicing. An itemised account of all charges, costs and disbursements will be provided on the invoice. Invoice overdue by 15 days incur a 35 percent of the estimated price administration fee. If we incur any costs of collection, such as legal fees and collection agency fees etc., you agree to indemnify us for all such costs.

There would be no refund for the services that has been already provided for the client. As we are a service-based company and staff spend their time to provide those services to you, those time and effort are non-reversible and consequently not refundable under any circumstances. Terms of trade must be agreed to prior to commencement of consulting services.

11.      Intellectual Property Rights

11.1.     All Intellectual Property rights for any software development and source code are the IP of 365 Digital Consulting unless state clearly in the written agreement.

11.2.     365 Digital Consulting provide a license for the software that has been developed for the client to be able to use system. Client would be eligible to use this license upon their full payment of invoices and CRs related to the project.

12.     Exclusion and limitation of liability and waivers

12.1.     Liability

a.         We shall only be liable for any loss or damage suffered by you which is a reasonably foreseeable consequence of a breach by us of this contract. In the event that any loss or damage suffered by you relates to your business activities then we exclude all liability for any business loss and in particular we exclude all liability for loss of profits or other economic loss arising out of a breach of this contract.

b.         in no event shall 365 Digital Consulting Pty Ltd be liable for direct, indirect, incidental, special or consequential damage or damage for loss of profit, revenue, data or data usage, incurred either by client or any 3rd party or due to services which we provided, whether in an action in contract or not.

c.         In no event shall 365 Digital Consulting Pty Ltd be liable for any issue that happens due to a 3rd party software or Microsoft 365 service outage or performance issue on SAAS servers which might affect our solution in general or stop our solution to work properly as expected.

Investigating and resolving the issues which have been mentioned above, costs an extra charge for the client.

12.2.     Waivers

a.         A waiver of any right, power or remedy under this agreement must be in writing signed by the party granting it. A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

b.            The fact that a party fails to do, or delays in doing, something the party is entitled to do under this agreement does not amount to a waiver.

We thank you for the opportunity to provide you with consulting and development services and look forward to building a strong relationship with you for many years to come.

Yours Sincerely,

365 Digital Consulting