Standard Commercial Terms and Conditions

These terms apply to Services supplied by Systemology Pty Ltd (Systemology) where a Proposal refers to them. The version of these terms that applies to an engagement is the version identified in the Proposal, or if no version is identified, the version published on this page on the date of the Proposal. Superseded versions remain available on request.

1. Definitions

In this Agreement, unless the context otherwise requires:

Agreement means the Proposal together with these Terms and Conditions.

AI Tools means artificial intelligence services, including large language models, used by Systemology to assist in the delivery of the Services.

Business Day means a day that is not a Saturday, Sunday, or public holiday in Sydney, New South Wales.

Background IP means Intellectual Property Rights in anything created or acquired by a party independently of the Project, including Systemology's methodologies, configuration patterns, templates, scripts, tools, training materials, and reusable code libraries, together with any development or modification of those items made in the course of the Project.

Confidential Information means any information concerning the terms of this Agreement, the Services, the customers, employees, business, business processes, or Intellectual Property of a party, in any form, and includes:

(a)  all information relating to the provision of the Services, including Systemology pricing and costing information, schematics, flow charts, project plans, diagrams, hardware and software configurations, business processes, methods of operation, and any related documentation, including the terms and conditions of this Agreement;

(b)  all information concerning any training methods of Systemology;

(c)  all information relating to the security arrangements of either party; and

(d)  all data owned or held by the Client and provided to Systemology for processing under this Agreement.

Confidential Information does not include information that:

(e)  is or becomes available to members of the public other than by breach of this Agreement or other duty by the receiving party;

(f)   is in the rightful possession of the receiving party without an obligation of confidentiality;

(g)  is required to be disclosed by operation of law, provided that prior to any such disclosure the receiving party provides the disclosing party with prompt notice so that the disclosing party may seek, at its expense, an appropriate protective order or waiver of compliance with the applicable law requiring disclosure;

(h)  is independently developed by the receiving party without reference to information disclosed by the disclosing party; or

(i)   is disclosed by the receiving party with the disclosing party's prior written approval.

Client means the client specified in the Proposal.

Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth) and any corresponding State or Territory legislation.

Day means eight hours of Services provided by one person, charged in minimum increments of half a Day, unless the Proposal specifies hourly charging.

Defects Period means a period of 30 days after the date on which the Client accepts the relevant Services under clause 7, or such other period specified in the Proposal.

GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property Rights means all rights in copyright, designs, patents, trade marks, circuit layouts, know how, trade secrets, and all other rights of a similar nature, whether registered or unregistered.

Managed Services Agreement means an agreement under which Systemology provides ongoing service management support, administration, or platform management to the Client for a recurring fee.

Personal Information has the meaning given in the Privacy Act 1988 (Cth).

Project means the project for the provision of Services described in the Proposal and identified by the Project Number set out in the Proposal.

Project Commencement Date means the commencement date specified in the Proposal.

Project IP means Intellectual Property Rights in the deliverables created by Systemology specifically for the Client in the course of the Project, including configuration documentation, designs, reports, and workflow specifications. Project IP does not include Background IP.

Proposal means a proposal, statement of work, quotation, or order form issued by Systemology relating to the provision of the Services, in any form including a letter or email, that refers to these Terms and Conditions.

Rate Card means Systemology's schedule of professional service rates in effect from time to time.

Service Credits means the unused dollar value of a Service Credit Pack.

Service Credit Pack means a prepaid block of Services purchased in advance under clause 8.9, previously described by Systemology as a support pack.

Services means the services specified in the Proposal.

Term means the term of this Agreement determined under clause 3.

Terms and Conditions means these terms and conditions.

Third Party Products means software, subscriptions, licences, or hosted services supplied by a party other than Systemology, including Atlassian products, marketplace applications, and cloud subscriptions.

2. Structure of this Agreement and order of precedence

2.1 Structure: The Agreement consists of the Proposal and these Terms and Conditions.

2.2 Precedence: If there is any inconsistency between the documents forming this Agreement, the following order of priority applies:

(a)  any variation executed by both parties under clause 20.7;

(b)  the Proposal; then

(c)  these Terms and Conditions.

2.3 Client purchase documents: Terms contained in a Client purchase order, portal, or standard purchasing document do not form part of this Agreement unless Systemology has agreed to them in writing.

3. Term

This Agreement commences on the Project Commencement Date or, if no date is specified, on the date the Client accepts the Proposal in writing, and continues until the Project is complete or the Agreement is terminated under clause 17.

4. Systemology's obligations

4.1 Provision of Services: Systemology will provide the Services using appropriately skilled and competent personnel, with reasonable skill, care, and diligence, and in accordance with generally accepted industry standards and practice.

4.2 Authorised representative: Systemology will provide a suitably qualified representative to attend meetings and to discuss matters relating to the Services.

4.3 Reports: Systemology will provide reports at the intervals specified in the Proposal or, if not specified, as the Client reasonably requires.

4.4 Defects Period: During the Defects Period, Systemology will provide any necessary support and any necessary repeat or additional Services to correct a defect in the Services, at no cost to the Client. The Client will provide Systemology with all reasonable assistance during the Defects Period.

4.5 Australian delivery: Systemology delivers the Services from Australia using its own personnel. Systemology will not subcontract any material part of the Services, or engage personnel located outside Australia to perform them, without the Client's prior written consent.

5. Client obligations

5.1 Information and access: The Client will, as soon as practicable, make available to Systemology all information, documents, equipment, facilities, personnel, software, data, access to sites or systems, and other requirements necessary for Systemology to provide the Services.

5.2 Licences and permits: The Client is responsible for providing any licence or permit necessary for lawful implementation and completion of the Services and any related project.

5.3 Client representative: The Client will appoint a suitably qualified representative to act on its behalf for all purposes in connection with this Agreement. The representative will make timely management decisions relevant to the Services.

5.4 Client environment: The Client is responsible for the configuration, security, licensing, and availability of its own systems and subscriptions, including backup and recovery of its data, except to the extent the Proposal states that Systemology is responsible for those matters.

6. Variations to cost or time

6.1 If either party becomes aware of any matter that will change, or has changed, the scope or timing of the Services, it will give notice to the other party containing, as far as practicable, particulars of the change.

6.2 A change to scope, price, or timing takes effect once both parties have agreed to it in writing, including by email exchange between the parties' representatives.

7. Acceptance

7.1 If the Proposal specifies acceptance criteria and an acceptance procedure, the parties will follow that procedure. If the Proposal does not specify acceptance criteria, the Services are taken to be accepted on delivery.

7.2 The Client will notify Systemology in writing of any failure of the Services to meet the acceptance criteria within 10 Business Days of delivery, specifying the respects in which the Services do not comply. Systemology will remedy any notified failure within a reasonable period and resubmit the Services for acceptance.

7.3 If the Client uses the Services or the relevant deliverable in its production environment, the Services are taken to be accepted.

8. Charges and payment

8.1 Client to pay charges: The Client will pay Systemology the charges specified in the Proposal within 14 days of the date of a valid tax invoice, or within any other period specified in the Proposal. Unless agreed otherwise, Systemology may issue tax invoices at monthly intervals in amounts commensurate with the Services provided in the previous month.

8.2 GST: All charges are exclusive of GST. The Client will pay Systemology an additional amount equal to the GST payable on a taxable supply at the same time as it pays for the supply, on receipt of a valid tax invoice.

8.3 Overdue amounts: If the Client fails to pay an undisputed amount when due, Systemology may charge interest on the outstanding amount at 4% per annum above the Reserve Bank of Australia cash rate target in effect on the due date, calculated daily and not compounding, from the due date until payment is received.

8.4 Costs of delay: If performance of the Services is delayed beyond a reasonable period for a reason other than a breach of this Agreement by Systemology, the Client will pay Systemology a reasonable sum to cover the consequential costs Systemology incurs, subject to Systemology notifying the Client of those costs before they are incurred where practicable.

8.5 Termination payments: If Systemology's engagement is terminated for a reason other than Systemology's breach of this Agreement, Systemology is entitled to payment for the Services carried out to the date of termination and for any consequential costs and expenses reasonably incurred.

8.6 Takeover and special contract conditions: Where Systemology is required to take over work performed by another party, or to document or administer a project governed by special contract conditions, an additional fee is chargeable on a time basis unless another fee basis is agreed.

8.7 Disbursements: Unless otherwise agreed, the Client will reimburse Systemology for expenses reasonably incurred in providing the Services, including:

(a)  travel between Systemology offices and the project site where the distance exceeds 30 kilometres;

(b)  fares, mileage, accommodation, and living away from home costs; and

(c)  rental of specialised equipment where required and agreed by the Client in advance.

8.8 Cancellation or rescheduling: The dates for provision of the Services are agreed between the parties. If the Client gives Systemology five Business Days notice or less of a cancellation or rescheduling, the Client will pay a cancellation fee equal to 50% of Systemology's then current per Day rate, multiplied by the number of Days cancelled or rescheduled.

8.9 Service Credit Packs:

(a)  Value and payment: A Service Credit Pack is purchased as a dollar value and is payable in full in advance. Any number of hours or Days indicated in the Proposal is an estimate calculated at the Rate Card in effect on the date of purchase.

(b)  Drawdown: Services are drawn against the Service Credits at the Rate Card in effect on the date the Services are delivered. The rates set out in the Proposal apply to all Services delivered within 12 months of the date of purchase. After that period, Systemology's then current Rate Card applies. Systemology will provide the current Rate Card on request and will give the Client at least 30 days notice of a change to it.

(c)  No fees on unused value: The full dollar value of a Service Credit Pack remains available to the Client until it is drawn down, converted, or applied under this clause. Systemology does not charge administration, dormancy, inactivity, or account keeping fees against unused Service Credits.

(d)  No expiry on purchase: Service Credits do not carry an expiry date from the date of purchase. Clauses 8.9(g) and 8.9(h) apply where Service Credits remain unused over an extended period.

(e)  Scope of use: Service Credits may be applied to any Services Systemology supplies, including consulting, configuration, migration, integration, assessment, training, and fees payable under a Managed Services Agreement.

(f)   Conversion to managed services: At any time, the Client may apply its remaining Service Credits at full dollar value against fees payable under a Managed Services Agreement.

(g)  Inactive Service Credits: If no Services are drawn against a Service Credit Pack for 12 consecutive months, Systemology will notify the Client in writing. Within 60 days of that notice, the parties will agree how the remaining Service Credits are to be used, including by the Client nominating Services, converting the balance under clause 8.9(f), or transferring the balance under clause 8.9(j). If the parties do not reach agreement within that 60 day period, Systemology may nominate and deliver one or more of the following, and the Service Credit Pack closes once those Services have been delivered:

(i)   a service management environment assessment or health check;

(ii)  configuration, remediation, or documentation work identified by that assessment;

(iii) training places on a Systemology course; or

(iv) fees for an initial period of a Managed Services Agreement.

Systemology will provide the Client with a written scope and schedule before delivery commences under this clause, and will deliver Services to the full remaining value of the Service Credits.

(h)  Client cooperation and final availability date: Delivery of Services under clause 8.9(g) requires the Client's cooperation, including reasonable access to systems, data, and personnel, and attendance where the Services are training. The following applies where the Client declines the Services nominated under clause 8.9(g), or does not provide that cooperation within 90 days of Systemology issuing the scope:

(i)   Systemology will notify the Client of a final availability date falling not less than 12 months after the date of that notice;

(ii)  the Client may draw down, convert, or transfer the remaining Service Credits at any time before the final availability date, and Systemology will provide a statement of the remaining balance at least 60 days before that date;

(iii) where the Client has not drawn down, converted, or transferred the remaining Service Credits by the final availability date, the Service Credit Pack closes and the remaining Service Credits are no longer available; and

(iv) clause 8.9(h)(iii) does not apply where the Client is a consumer or a party to a small business contract within the meaning of the Consumer Law, in which case Systemology will pay the remaining Service Credits to the Client within 30 days of the final availability date.

(i)   Refunds: Service Credits are not refundable where the Client elects not to use them, including where the Client terminates for convenience under clause 17.2. Systemology will refund the remaining Service Credits, without deduction, where:

(i)   the Client terminates this Agreement for Systemology's material breach under clause 17.1(a);

(ii)  Systemology ceases to supply the Services or terminates for convenience under clause 17.2; or

(iii) a refund is required under the Consumer Law or other applicable law.

(j)   Transfer: With Systemology's prior written consent, the Client may transfer Service Credits to a related body corporate or to a successor entity that assumes the Client's service management function.

(k)  Consumer Law: This clause 8.9 does not exclude, restrict, or modify any right or remedy the Client has under the Consumer Law that cannot lawfully be excluded, restricted, or modified. Clause 15.1 applies to Service Credit Packs.

8.10 Third Party Products: Charges for Third Party Products are payable in advance and are not refundable once the licence or subscription has been issued, except to the extent the vendor provides a refund. Third Party Product charges cannot be drawn from Service Credits unless the Proposal states otherwise.

9. Third Party Products

9.1 Vendor terms: Third Party Products are supplied subject to the vendor's own licence terms, which the Client accepts directly with the vendor. Systemology acts as a reseller in relation to those products.

9.2 No Systemology warranty: Systemology gives no warranty in relation to Third Party Products beyond passing on the benefit of any vendor warranty to the extent it is transferable.

9.3 Vendor changes: Systemology is not liable for a change a vendor makes to a Third Party Product, including changes to pricing, features, hosting location, data handling, deprecation of functionality, or end of support. Where Systemology becomes aware of a change that materially affects the Client's use of the Services, Systemology will notify the Client.

10. Intellectual property

10.1 Background IP: Each party retains ownership of its Background IP. This Agreement does not transfer Background IP.

10.2 Project IP: On payment in full of the charges relating to the relevant deliverables, Intellectual Property Rights in the Project IP vest in the Client.

10.3 Licence of Background IP: Systemology grants the Client a perpetual, non exclusive, non transferable, royalty free licence to use, copy, and modify Systemology Background IP to the extent it is embedded in or necessary for the Client's use of the Project IP, for the Client's internal business purposes. This licence does not permit the Client to supply Systemology Background IP to a third party as a standalone product or service.

10.4 Client materials: The Client grants Systemology a licence to use Client materials and data to the extent necessary to provide the Services.

10.5 Reuse of know how: Nothing in this Agreement restricts Systemology from using the general skills, techniques, concepts, and know how acquired in the course of providing the Services, provided Systemology does not disclose the Client's Confidential Information or use Client materials.

11. Confidentiality

11.1 Obligation: Each party will keep the Confidential Information of the other party confidential and will not disclose it to any other person, or use it or allow it to be used for any purpose other than performing its obligations under this Agreement.

11.2 Permitted disclosure: A party may disclose Confidential Information to its personnel, professional advisers, and subcontractors who need to know it for the purposes of this Agreement, provided that party ensures the recipient complies with this clause 11.

11.3 Return or destruction: On termination or expiry of this Agreement, each recipient party will, at the other party's option, destroy and certify destruction of, or return, all copies of the Confidential Information in its possession relating to this Agreement, other than copies it is required to retain by law or that are held in routine backups.

12. Privacy and data

12.1 Compliance: Each party will comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in relation to Personal Information handled in connection with this Agreement.

12.2 Use of Client data: Systemology will use Personal Information disclosed by the Client only for the purpose of providing the Services and will not disclose it to a third party except as this Agreement permits or the law requires.

12.3 Location of data: Systemology holds Client data at rest in Australia. Processing of Client data may occur outside Australia in two circumstances: where clause 13 applies to the use of AI Tools, and where a Third Party Product is hosted or supported by the vendor outside Australia. Where the Proposal states that all processing of Client data is to occur within Australia, Systemology will deliver the Services on that basis.

12.4 Security incidents: Systemology will notify the Client without undue delay, and in any event within 48 hours, of becoming aware of unauthorised access to or disclosure of Client data held by Systemology, and will provide reasonable assistance to the Client in assessing whether the notifiable data breach provisions of the Privacy Act 1988 (Cth) apply.

12.5 Personnel: Systemology personnel who require access to Client systems will comply with the Client's reasonable security, access, and vetting requirements notified to Systemology in advance.

13. Use of AI Tools in delivery

13.1 Disclosure of use: Systemology uses AI Tools to assist in the delivery of the Services, including for analysis, design, documentation, configuration, code generation, and testing. Systemology remains responsible for the Services under clause 4.1 and reviews output produced with the assistance of AI Tools before it is provided to the Client.

13.2 Commercial terms with providers: Systemology uses AI Tools under commercial or enterprise terms with the provider that prohibit the provider from using Systemology's inputs or outputs to train its models. Systemology does not use consumer or free tier AI services in the delivery of the Services.

13.3 Data minimisation: Where the Services require Client data to be processed by an AI Tool, Systemology will submit only the data fields necessary for the task and will remove Client data fields not required for that purpose. Systemology will use AI Tools to generate logic that runs within the Client's environment in preference to transferring Client data to an AI Tool, where the task allows.

13.4 Location of AI processing: AI Tools accessed through the provider's own platform process data outside Australia, including in the United States. Where the Client requires processing of its data within Australia, Systemology will use an AI Tool deployed in an Australian region of a hosted cloud platform, or will not use AI Tools on that data. The Client is to state that requirement in the Proposal or in a notice under clause 13.5, and any resulting effect on price or timing is dealt with under clause 6.

13.5 Client restrictions: The Client may notify Systemology in writing of restrictions on the use of AI Tools in the delivery of the Services, including a restriction on submitting Personal Information or a specified category of Client data to an AI Tool. Systemology will comply with a restriction notified under this clause.

13.6 Personal Information: Systemology will not submit Personal Information to an AI Tool unless the Proposal provides for it, the Client has consented in writing, or the Personal Information has been reduced under clause 13.3 to the fields necessary for the task and the Client has been informed of the categories of data involved.

13.7 Register: Systemology maintains a register of the AI Tools used in the delivery of the Services, recording the provider, the terms under which each tool is used, and the location of processing. Systemology will provide the register to the Client on request.

13.8 Third Party Product features: Where the Services involve artificial intelligence features within a Third Party Product, including Atlassian Rovo, the vendor's own terms govern how that vendor handles Client data, and clause 9.3 applies. Systemology will advise the Client of the vendor terms relevant to a feature Systemology configures.

13.9 No warranty of output: AI Tools produce output that requires review. Systemology warrants the Services under clause 14.1 and gives no separate warranty in relation to the AI Tools themselves.

14. Warranties

14.1 Systemology warranties: Systemology warrants that it will provide the Services in accordance with clause 4.1 and that it has the right to grant the licences in clause 10.

14.2 Exclusion of other warranties: Subject to clause 15.1, Systemology makes no warranties other than those expressly set out in this Agreement and, to the extent permitted by law, excludes all other warranties, conditions, and terms implied into this Agreement.

15. Australian Consumer Law, indemnity, and liability

15.1 Consumer Law: Nothing in this Agreement excludes, restricts, or modifies any guarantee, right, or remedy conferred by the Consumer Law that cannot lawfully be excluded, restricted, or modified. If the Consumer Law applies to a supply under this Agreement and Systemology breaches a consumer guarantee, the Client's rights under the Consumer Law apply in addition to any other right under this Agreement.

15.2 Limitation permitted by law: To the extent permitted by section 64A of the Consumer Law, Systemology's liability for a failure to comply with a consumer guarantee in relation to services not of a kind ordinarily acquired for personal, domestic, or household use or consumption is limited, at Systemology's option, to supplying the services again or paying the cost of having the services supplied again.

15.3 Third party indemnity: Subject to clauses 15.4 to 15.7, each party indemnifies the other against all loss, liability, or expense arising out of or in connection with a claim made by a third party where that claim arises, in whole or in part, out of any wilful, unlawful, or negligent act or omission by the indemnifying party or its employees, agents, or contractors.

15.4 Cap on liability: Subject to clauses 15.1 and 15.6, Systemology's total liability arising out of or in connection with this Agreement, whether in negligence, breach of contract, or otherwise, is limited in aggregate to the amount paid by the Client to Systemology under this Agreement.

15.5 Consequential loss: Systemology excludes all liability to the Client for special, incidental, consequential, or indirect loss relating to this Agreement, including loss of profit, loss of revenue, loss of data or programs, the cost of recovering data or programs, the cost of procuring substitute goods, technology, or services, failure of any software to provide security, loss of business, loss of anticipated savings, loss of goodwill, lost opportunity, and claims by third parties, whether or not those losses were foreseeable and whether arising under contract, negligence, strict liability, or any other legal or equitable basis.

15.6 Exclusions from the cap: Clauses 15.4 and 15.5 do not apply to liability arising from fraud, wilful misconduct, breach of clause 11, breach of clause 12, personal injury or death, or an obligation to pay amounts properly due under this Agreement.

15.7 Contribution to loss: Each party's liability for loss or damage sustained by the other is reduced proportionately to the extent that the loss or damage was caused by the other party's failure to comply with its obligations under this Agreement, or to the extent that the negligence of the other party contributed to the loss or damage.

15.8 Accepted Services: The Client has no claim against Systemology for loss, liability, or expense in relation to Services performed under this Agreement that have been accepted by the Client under agreed acceptance criteria set out in the Proposal, other than in relation to a defect notified during the Defects Period or a right the Client has under the Consumer Law.

15.9 Insurance: Systemology maintains professional indemnity and public liability insurance and will provide certificates of currency on request.

16. Third party licensor disclaimer

Certain materials are provided by Systemology under licence from software vendors or their subsidiaries. Those materials are provided on an as is basis. The Client acknowledges that, to the extent permitted by law, those licensors disclaim all warranties, conditions, and representations, express or implied, oral or written, including implied warranties or conditions of title, non infringement, merchantability, and fitness for any purpose, in relation to those materials, and disclaim all damages resulting from their use, including actual, consequential, incidental, punitive, special, or exemplary damages, however caused.

17. Termination

17.1 Termination for cause: Either party may terminate this Agreement with immediate effect by written notice to the other party if:

(a)  the other party breaches a material term of this Agreement and:

(i)   where the breach can be corrected within 30 days, fails to correct it within 30 days of receiving written notice requiring it to do so; or

(ii)  where the breach cannot be corrected within 30 days, fails to commence remedying it within 30 days and then fails to proceed with due diligence to remedy it; or

(b)  the other party:

(i)   becomes, threatens to become, resolves to become, or is in jeopardy of becoming subject to any form of insolvency administration, or is otherwise unable to pay its debts as and when they fall due;

(ii)  takes any step to enter into a scheme of arrangement with its creditors;

(iii) has a petition for its winding up presented or advertised, or a resolution passed or purportedly passed for its winding up; or

(iv) transfers, disposes of, or threatens to transfer or dispose of a substantial part of its assets for inadequate consideration.

17.2 Termination for convenience: Either party may terminate this Agreement on 30 days written notice. Clause 8.9(i) applies to Service Credits on termination under this clause.

17.3 Consequences of termination: If this Agreement is terminated for any reason, and without prejudice to any other rights a party may have:

(a)  Systemology is discharged from performing any further obligations under this Agreement from the effective date of termination;

(b)  Systemology may issue a tax invoice for any Services provided for which a tax invoice has not previously been issued, and the Client will pay that invoice within 14 days of its date; and

(c)  Systemology will deliver to the Client the Project IP created up to the date of termination for which the Client has paid.

17.4 Prior breaches: Termination of this Agreement, in whole or in part, does not affect any claim either party has against the other in respect of a breach occurring before the date of termination.

18. Dispute resolution

18.1 The parties will use all reasonable endeavours in good faith to resolve any dispute arising in connection with this Agreement as quickly as possible, beginning with discussion between the parties' representatives and then between senior executives of each party.

18.2 If the parties are unable to resolve a dispute within 20 Business Days of a written notice of dispute, they will endeavour to settle the dispute by mediation administered by the Australian Disputes Centre in accordance with its Guidelines for Commercial Mediation, before having recourse to arbitration or litigation.

18.3 This clause 18 does not prevent a party from seeking urgent interlocutory relief.

19. Non solicitation of personnel

19.1 Neither party will, without the prior written consent of the other, directly or indirectly offer, or cause a third party to offer on its behalf, employment or a contract of service to the other party's personnel, whether employees or subcontractors, who are involved in the provision of the Services. This restriction applies throughout the term of those personnel's involvement in the provision of the Services and for six months afterwards.

19.2 This clause 19.1 does not apply where the personnel respond to a general public advertisement not directed at the other party's personnel.

19.3 If a party breaches clause 19.1, it will pay the other party an amount equal to the recruitment and replacement costs reasonably incurred by that party, capped at 50% of the annual salary or fees, including bonuses and commissions, proposed to be paid to the relevant employee or subcontractor. The parties agree this amount is a reasonable estimate of the loss suffered.

20. General

20.1 Interpretation:

(a)  Headings are for convenience only and do not affect construction or interpretation.

(b)  No provision is to be construed adversely to a party solely on the ground that the party was responsible for preparing this Agreement or that provision.

(c)  A reference to legislation includes that legislation as amended or replaced.

20.2 Waiver: A right under this Agreement may only be waived in writing by the party granting the waiver.

20.3 Assignment: Systemology may assign or transfer this Agreement to a purchaser of its business or to a related body corporate by giving written notice to the Client. Otherwise, neither party may assign or transfer its rights, duties, or obligations under this Agreement without the prior written consent of the other party, which is not to be unreasonably withheld.

20.4 Force majeure: A party is not in breach of this Agreement and is not liable to the other party for a delay or failure to perform an obligation, other than an obligation to pay money, resulting from events or circumstances beyond that party's reasonable control, provided that party notifies the other promptly and takes reasonable steps to mitigate the effect.

20.5 Severability: If any clause or part of a clause is declared invalid, unenforceable, or illegal, it is severed and does not affect the continued operation of the remaining provisions.

20.6 Entire agreement: This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements and understandings on that subject matter.

20.7 Variation: This Agreement may only be varied in writing signed by an authorised representative of each party. A change to these Terms and Conditions published on the Systemology website does not vary an existing Agreement.

20.8 Independent parties: Systemology and the Client contract as independent parties. There is no relationship of agency, partnership, joint venture, employment, or franchise between them, and any reference in this Agreement that expressly or impliedly states otherwise is to be disregarded. Neither party has authority to bind the other or to incur any obligation on its behalf.

20.9 Independent of licensors: In providing the Services, Systemology does not act as an employee, agent, or franchisee of any software licensor.

20.10 Compliance with laws: Each party will comply with all laws applicable to its performance of this Agreement, including work health and safety legislation and, where applicable to that party, the Modern Slavery Act 2018 (Cth).

20.11 Survival: Termination or expiry of this Agreement does not affect:

(a)  any provision intended to be continuing or capable of having effect after termination or expiry, including clauses 10, 11, 12, 15, and 19;

(b)  rights, obligations, or causes of action accrued before the date of termination; and

(c)  any other rights or causes of action of a party at law.

20.12 Legal costs: If a party institutes legal proceedings to enforce a provision of this Agreement, each party bears its own costs unless the court orders otherwise.

20.13 Notices: A notice under this Agreement must be in writing and sent to the address or email address of the recipient's representative specified in the Proposal, and is taken to be received on the next Business Day after sending.

20.14 Governing law: The law of New South Wales governs this Agreement and each party irrevocably submits to the non exclusive jurisdiction of the courts of New South Wales.

Approved by

Full Name:           John Mustac

Date:                    1st January 2020