These Terms & Conditions apply to the supply of services by Simplify2Perform. In these Terms, "We", "Us" and "Our" mean Simplify2Perform, and "You" and "Your" mean the Client.

 

These Terms are referred to in, and form part of, the Framing Agreement and Proposal agreed between Us and You.

 

 

1. DEFINITIONS AND INTERPRETATION

 

The defined terms (Contract, Business Day, Charges, Confidential Information, Deliverables, Force Majeure, Good Industry Practice, GST, Intellectual Property Rights, Jurisdiction, Materials, Law, Principal Contact, Proposal, Services, Personnel, Term) carry their standard Simplify2Perform meanings. Where sections conflict, the Proposal prevails over these General Terms.

 

 

2. SCOPE AND TERM

 

We provide the Services to You during the Term. The Contract continues for the Term. Both Parties act in support of their Shared Vision and Shared Values, as described in the Proposal.

 

 

3. SUPPLY OF SERVICES

 

We provide the Services in accordance with Good Industry Practice, efficiently and professionally, using suitably skilled Personnel, reporting regularly, and documenting any scope change in a replacement or supplementary Proposal. You promptly make decisions and provide accurate information required.

 

 

4. CHARGES AND PAYMENT

 

You pay the Charges (plus GST) as set out in the Proposal. We invoice on agreed dates; You pay by the 20th of the following month, electronically and without set-off. Interest may be charged on overdue amounts. Non-payment may lead to suspension or termination; Charges up to that point remain payable.

 

 

5. WARRANTIES

 

We warrant that the Services materially conform to the Proposal and that We hold all necessary approvals; Our sole-remedy obligation is to re-perform at Our cost. You warrant that Your information is correct and reliable. Implied conditions are excluded to the maximum extent permitted by law; the Consumer Guarantees Act 1993 does not apply as the Services are acquired for the purposes of a business.

 

 

6. INTELLECTUAL PROPERTY

 

Pre-existing IP remains with its owner. IP in Materials We develop under this Contract vests in You on payment of all Charges, unless a Proposal states otherwise. Each Party grants the other a royalty-free, irrevocable licence to use its pre-existing IP as needed to deliver and benefit from the Services.

 

 

7. LIABILITY

 

Liability is not limited for personal injury, death, fraud or wilful misconduct. Otherwise Our total liability is capped at the Charges paid or payable, with no liability for indirect or consequential loss. Standard mitigation and third-party indemnity provisions apply.

 

 

8. CONFIDENTIALITY

 

Each Recipient keeps the other's Confidential Information secret, uses it solely for the Contract, and discloses it only as reasonably necessary under equivalent obligations. Standard carve-outs apply. On termination, Confidential Information is returned or destroyed on request.

 

 

9. REVIEWS AND DISPUTE RESOLUTION

 

The Parties meet as set out in the Proposal. Disputes are escalated to Principal Contacts and CEOs in good faith, then to mediation if unresolved within 15 Business Days, before any legal proceedings (except urgent relief). Obligations continue during any dispute.

 

 

10. TERMINATION

 

Either Party may terminate on 5 Business Days' notice for material un-remedied breach, insolvency, or Force Majeure lasting 30 or more days. On termination We stop the Services, You pay Charges owing, property is returned, and Confidential Information is returned or destroyed. Surviving clauses continue.

 

 

11. INDEPENDENT CONTRACTOR, HEALTH & SAFETY

 

The relationship is not a partnership, joint venture or employment. Neither Party binds the other. We may work with others (including competitors) subject to confidentiality. Both Parties comply with applicable health and safety obligations.

 

 

12. NOTICES

 

Notices must be in writing to the addresses in the Proposal, deemed received per standard post, email and personal-delivery rules.

 

 

13. MISCELLANEOUS

 

Standard severability, waiver, further assurance, variation-in-writing, governing law (Jurisdiction), assignment-with-consent, Force Majeure, entire-agreement, non-reliance (contracting out of ss 9, 12A and 13 of the Fair Trading Act 1986), and counterparts provisions apply.