Terms of Service

1. Introduction and Definitions

These Terms of Service ("Terms") govern the relationship between Techexec Pty Ltd ABN 67 633 428 609 ("we", "our", "us", "DigitalTechexec") and the client ("you", "your", "Client") engaging our consulting and advisory services.

These Terms apply to the exclusion of any terms or conditions of the Client. No variation of these Terms will be binding on Techexec Pty Ltd or form part of any contract unless expressly accepted by Techexec Pty Ltd in writing.

By engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

2. Scope of Services

DigitalTechexec provides business transformation consulting and advisory services including but not limited to strategic consulting, business transformation, project and program management, study management, business case development, and specialized resources industry consulting.

The specific services to be provided will be detailed in a written proposal, statement of work, or other agreement between Techexec Pty Ltd and the Client.

DigitalTechexec will use reasonable efforts to ensure that services are performed with due care, skill, and diligence in accordance with industry standards.

3. Client Responsibilities

The Client agrees to:

• Provide DigitalTechexec with all necessary information, materials, and access required to perform the services
• Make timely decisions and provide approvals as required
• Designate a primary contact person with authority to make decisions
• Review and test deliverables within agreed timeframes
• Provide feedback in a timely manner
• Pay all invoices in accordance with the agreed payment terms

4. Estimates and Proposals

DigitalTechexec will usually attempt to estimate a price. Where possible, a full brief, preferably in writing, should be supplied by the Client to DigitalTechexec before such an estimate can be prepared.

All prices quoted are, in the absence of specific written agreement to the contrary, estimated only. DigitalTechexec quotations for work are based upon projected consulting hours at the current rate, plus materials, and are subject to amendment on or after acceptance to meet any reasonable rise or fall in such rates or material costs.

Any amendments to DigitalTechexec quotations due to rise or fall in rates or material costs are subject to prior written agreement with the Client.

5. Payment Terms

Unless otherwise specified in writing:

• Payments are to be made at the commencement of each stage as defined in the project proposal or statement of work
• The full balance is payable immediately and to be settled within 14 days after each invoice
• All monetary amounts referred to in this agreement are in AUD (Australian Dollars)
• Prices quoted by DigitalTechexec are exclusive of GST which will, where appropriate, be payable by the Client
• DigitalTechexec reserves the right to charge accumulating administration fees to any overdue accounts past 90 days

Accepted payment methods include electronic funds transfer (EFT), credit card payments, and direct deposits. Payment details will be provided on each invoice.

Failure by the Client to meet financial obligations may result in legal proceedings by DigitalTechexec, under which circumstances all legal costs and other administrative expenses will be recoverable in full by DigitalTechexec.

6. Cost Variations

Any increased charges or costs arising from alterations or additions to contractual specifications or to work previously approved may be charged to the Client, subject to prior written consent from the Client of such cost variations.

Other expenditure such as material sub-contracted on behalf of the Client will be quoted separately.

Delays may result in additional costs in the following circumstances:

• In the event stages are not signed off according to schedule
• In the event additional changes are requested or if changes are requested in multiple rounds
• In the event there are delays with prerequisites, which you are to supply that is needed for development

7. Intellectual Property Rights

All intellectual property rights in any material supplied to us by the Client to assist us in our services remains vested in the Client and/or its licensors and partners.

All intellectual property created in providing the services will vest in, and are assigned to, the Client on creation, subject to full payment of all invoices. On completion of the project, all material including graphic and database design, and app layout and content will remain the property of the Client.

If any material, matter, or thing (including software, documentation, or data) is owned by us and such material, matter, or thing is incorporated in or attached to any intellectual property owned by the Client, we grant the Client a perpetual, irrevocable, transferable, and royalty-free non-exclusive license (including the right to sub-license) to exercise all intellectual property rights in such material, matter, or thing for the purpose of accessing and using the intellectual property owned by the Client.

All original design and code files created in providing the services will be supplied to the Client upon final payment.

All copyright and other intellectual property rights in any work created, commissioned, or otherwise acquired by DigitalTechexec in implementation of any contract between DigitalTechexec and the Client shall remain with DigitalTechexec until full payment has been received.

8. Confidentiality

Each party agrees to keep confidential all information received from the other party that is marked as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

DigitalTechexec will:

• Treat all Client information as strictly confidential
• Not disclose any confidential information to any third party without the Client's prior written consent
• Use confidential information solely for the purpose of providing the services
• Take reasonable security precautions to protect confidential information
• Return or destroy all confidential information upon request or upon termination of services

These confidentiality obligations survive the termination of services.

9. Testing and Acceptance

DigitalTechexec will present final demonstrations to the Client for approval prior to publishing. When approval is given by the Client in the form of a signature upon our approval stamp, they are assumed by DigitalTechexec to have studied all aspects of the material presented and to be satisfied with them, noting any exceptions in writing.

It is expected that the Client has tested the material in full (User Acceptance Testing) before the "Sign Off" form is returned and that the Client understands that any changes required to be made to the material after the signed form is returned will be charged at applicable rates.

The Client will have 30 days after handover to notify DigitalTechexec of any implementation mistakes or errors and at this time should notify DigitalTechexec in writing. After 30 days, any changes, regardless of error, will be charged at our hourly rate.

10. Warranties and Limitations

DigitalTechexec makes no warranties for development that has been tested and has been proven to work at the time of handover and then has stopped working due to circumstances beyond our control. This may include changes to software, plugins, hardware, hosting services, internet browsers, updates, operating systems, and other third-party products.

The Client may engage DigitalTechexec to rectify any development that has stopped working due to circumstances beyond DigitalTechexec's control; such rectification works will be charged at DigitalTechexec's hourly rate.

DigitalTechexec shall not be liable for any loss or damage, whether direct or consequential, which is or may be occasioned to the Client or to any person with whom the Client is in contractual relations which is in any way attributable to any delay in performance or completion of any contract between DigitalTechexec and the Client, however that delay arises.

11. Limitation of Liability

To the maximum extent permitted by law, DigitalTechexec's total liability for any loss or damage arising in connection with the services will be limited to the total fees paid by the Client for the specific services giving rise to the claim.

DigitalTechexec will not be liable for:

• Any indirect, incidental, special, or consequential damages
• Loss of profits, revenue, data, or business opportunities
• Any failure to realize expected savings
• Any business interruption or downtime
• Any third-party claims against the Client

These limitations apply regardless of whether the liability arises from breach of contract, tort (including negligence), or any other legal theory.

12. Termination

Either party may terminate the services by providing 30 days' written notice to the other party.

DigitalTechexec may terminate services immediately if:

• The Client fails to pay any invoice within 30 days of the due date
• The Client breaches any material term of these Terms and fails to remedy the breach within 14 days of being notified
• The Client becomes apparently insolvent (within the meaning of the Bankruptcy Act) or makes any voluntary arrangement with its creditors
• A petition is presented or a resolution is passed to wind up the Client (other than for the purposes of reconstruction as a solvent company)
• A receiver is appointed over the whole or any part of the assets of the Client or an administration order is made in respect of the Client
• The Client shall otherwise cease trading

In any such event, DigitalTechexec shall (without prejudice to any other right or remedy available to it) be entitled to cancel any contract between itself and the Client or suspend any further deliveries of goods or the provision of any further services under any such contract without any liability to the Client. If any goods or services have been delivered or supplied but not paid for, the price of such goods and services shall become immediately due and payable, notwithstanding any previous agreement or arrangement to the contrary.

If the Client wishes to terminate an order at the initial work stage, a termination invoice will be drawn up charging for time and materials up to this point.

13. Subcontracting

DigitalTechexec may employ any person, company, or firm as a subcontractor for the development or provision of any item in accordance with any original specification or other requirements.

Techexec Pty Ltd warrants that Techexec Pty Ltd and any subcontractor employed by DigitalTechexec complies with and will continue to comply with the Modern Slavery Act 2018 (Cth), any future Queensland legislation relating to modern slavery or similar matters once in force, and any other Australian or international anti-modern slavery laws or regulations in force or that come into force.

14. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party.

Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, epidemic, pandemic, or other natural disaster, or any other event that is beyond the control of the party in question.

15. Dispute Resolution

If a dispute arises between the parties in relation to these Terms or the services, the parties agree to follow this dispute resolution process:

1. The party claiming that a dispute has arisen must give written notice to the other party specifying the nature of the dispute
2. The parties will attempt to resolve the dispute through direct negotiation
3. If the parties are unable to resolve the dispute within 14 days, they will refer the dispute to mediation
4. If mediation is unsuccessful, either party may commence legal proceedings

Nothing in this clause prevents a party from seeking urgent injunctive or similar relief.

16. Governing Law

These Terms are governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland and courts of appeal from them.

17. Entire Agreement

These Terms, together with any proposal, statement of work, or other agreement between DigitalTechexec and the Client, constitute the entire agreement between the parties and supersede all previous agreements, understandings, and arrangements between them.

18. Contact Information

If you have any questions about these Terms, please contact us at:

Techexec Pty Ltd
Email: admin@digitaltechexec.com
Phone: 0411-422-640
Address: 71a Power St, Norman Park, QLD 4170, Australia
Website: https://www.techexec.net.au/