Consulting Services Agreement

Last Updated: October 24, 2023

Prepared By	MoveData
Prepared For	You

1. Introduction

1.1. These are the standard terms and conditions to which you agree when you accept a MoveData Statement Of Work (SOW) and/or a MoveData Support Package (Support Package).

2. Definitions

2.1. The following definitions are used in this Consulting Services Agreement (“CSA”):

Term	Definition
MoveData	Means Blueberry Agency Pty Ltd t/a MoveData (ABN 59 650 199 440)
Client	Means the organisation or other party that has accepted these conditions by accepting a SOW or Support Package
SOW	Means Statement Of Work. An accepted SOW is a document agreed by the parties setting out the details of, and requirements for, a set of Services and Deliverables to be supplied by MoveData in accordance with this CSA.
Support Package	Means MoveData Support Package. An accepted Support Package is a document agreed by the parties setting out the terms, including number of hours, to be supplied by MoveData in accordance with this CSA.
Proposal	Means any document (including a document provided by the Client and specifically agreed to by MoveData) in which MoveData offers to provide the Client with professional Services and/or other Deliverable. A SOW can also be a Proposal.
Project Manager	Means the named MoveData & Client personnel in the Agreement Schedule with the specific and direct responsibility for delivery of their part of the Services and Deliverable in accordance with the CSA
Dispute Representative	Means the named MoveData & Client personnel in the Agreement Schedule with the specific and direct responsibility for settlement of any issue or dispute arising from delivery of the Services and/or other Deliverable in accordance with the CSA
Particulars	Means a description in the Proposal of the specific Services and/or Deliverable that the Client wants MoveData to provide
Licensed Software	Means any software that remains the property of the original supplier even when it is licensed for use by the Client and in which the original supplier retains the intellectual property. The Client is licensed to use the software but not to make it available for use by any third party. A software licence agreement is invariably required which cannot be and is not intended to be subordinate to any of the terms and conditions of this CSA.
Application Software	Means software developed for a particular business purpose by the application of professional services to the implementation of Licensed Software.
Systems Integration	Means information that MoveData may provide as part of the Deliverable and which may be provided in printed form, electronic form or both
Deliverable	Means, but is not limited to, Application Software, Systems Integration and/or Documentation. A description of the Deliverable is typically contained in either the Client Requirements, a MoveData Proposal or as an output of the accepted proposal.
Client Requirements	Means any statement of what the Client requires MoveData to achieve by supplying the Services. This statement may range from a brief and high level statement of “user requirements” to a detailed “functional specification”. Either or both documents may exist before a SOW is accepted, or may be developed as a Deliverable of a MoveData assignment.
Acceptance Test	Means a test conducted by the Client in accordance with agreed Acceptance Criteria within the agreed Acceptance Period to establish that the Services provided conform with the Deliverable.

3. Scope of CSA

3.1. On receipt of an accepted SOW, MoveData shall provide the Client with the Services and Deliverable to which the SOW refers.

3.2. On receipt of an accepted Support Package, MoveData shall provide the Client with support for the Client’s MoveData configurations up to the number of hours to which the Support Package refers.

4. Terms of CSA

4.1. This CSA is for the duration of the assignment for which a SOW or Support Package has been accepted and will continue in effect until terminated herein.

4.2. Where services are delivered under an SOW, the CSA will be in effect including any warranty period as defined in the Agreement Schedule.

4.3. MoveData shall perform the Services with all reasonable care and skill in accordance with the terms and conditions of this CSA.

4.4. MoveData may from time to time with Client approval use personnel who are not employees of MoveData where MoveData considers it necessary. MoveData shall ensure that all personnel involved in performing the Services possess appropriate skills and experience.

4.5. MoveData commits to maintaining continuity of personnel during the period that the Services are to be provided in accordance with the terms of this CSA, but absences due to holidays, training, external meetings, illness or any other cause may result in non-attendance and MoveData will replace any personnel so removed with personnel of equivalent skills and experience.

4.6. Where referred to by a SOW, MoveData shall provide the Services and Deliverable by the dates and at the costs in the SOW, however, both parties acknowledge that the dates and costs are to be treated as estimates only unless a fixed price and/or a firm completion date have been specifically offered in the SOW.

5. Subcontract

5.1. MoveData may not subcontract the performance of the Services without the prior written consent of the Client. The appointment of subcontractors by MoveData shall not relieve MoveData from any liability or obligation under this CSA. MoveData shall ensure that the subcontractor complies with the terms of this CSA, and MoveData shall be liable for the acts and omissions of subcontractors and employees, officers, agents of subcontractors (including any breach of this CSA committed or caused by any subcontractor) as if they were acts and omissions of MoveData. MoveData and any subcontractors shall if requested by the Client sign and be bound by separate confidentiality agreements.

6. Acceptance

6.1. Where applicable, either before or as soon as reasonably practicable following commencement of the Services, MoveData shall agree with the Client the Acceptance Criteria, the Acceptance Period and the Acceptance Test to demonstrate the Deliverable conforms to the Client Requirements as amended by any agreed variations.

6.2. The following terms shall have the following meaning:

Term	Definition
Acceptance Criteria	Means the Client Requirements or a set of outcomes set out in the relevant SOW, or as otherwise agreed by the Client and MoveData in writing before the Acceptance Test is conducted, that the Deliverable must produce during the Acceptance Test.
Acceptance Period	Means the agreed period (commencement date and duration) set out in the relevant SOW for performing the Acceptance Test on the Deliverable. In the absence of an agreed period the Acceptance Test should commence not more than seven (7) days after MoveData have supplied the Client with the Deliverable.
Acceptance Test	Means a set of tests measured against the Acceptance Criteria set out in the relevant SOW, or otherwise to be designed by the Client and agreed by MoveData, acting reasonably, before the Acceptance Test is conducted, which the Client will conduct on the Deliverable.

6.3. The Acceptance Test is regarded as having been successfully completed on the earliest of the following events:

the next working day after successful completion of the Acceptance Test (unless the Client has provided MoveData with written details of any material failure of the Deliverable);
the next working day after successful completion of the Acceptance Test where the failure of the Deliverable was solely attributable to the defective functioning of any computer hardware, software, or other item not supplied by MoveData; or
when the Client (or MoveData at the acceptance of the Client) first puts any part of the Deliverable into production.

Each party shall have available suitably qualified and authorised personnel to participate in the running of the Acceptance Test together with such materials and facilities as are necessary.

6.4. The passing of the Acceptance Test represents the final unqualified acceptance of the Deliverable and, subject to any ongoing warranty, can be relied upon by MoveData in relation to any subsequent claim by the Client in respect of any or all obligations and liability in relation to the applicable SOW.

6.5. The Client having passed the Acceptance Test and having paid to MoveData all sums due in relation to the applicable SOW, is granted an absolute right, title and interest in the Deliverable.

6.6. In the event of an Acceptance Test failing to meet the Acceptance Criteria then both parties shall be allowed a reasonable time to carry out further work on the affected part of the Deliverable as is required and to repeat the relevant part of the Acceptance Test.

6.7. In the event that MoveData’s are unable to rectify that defective part of the Deliverable wholly attributable to MoveData, then MoveData shall repay to the Client in full and final settlement, such sums paid by the Client to MoveData in relation to the defective part of the Deliverable that failed the Acceptance Test. The calculation of the proportion of sums paid by the Client for the defective part of the Deliverable shall be determined by mutual agreement or failing such agreement in accordance with the Dispute Resolution process set down in this CSA.

7. Warranty

7.1. Commencing on the date that the Acceptance Test has passed MoveData warrants for the period stated in the Agreement Schedule that any Deliverable will conform with the Client Requirements and any agreed written variations. MoveData will remedy, free of charge, any material defects appearing in such Deliverable providing the following conditions are met;

the defect is reported to MoveData within the warranty period as soon as possible after the Client becomes aware of the defect;
the defect has arisen from proper use in accordance with all Documentation supplied and procedures communicated by MoveData to the Client;
the defect is attributable to faulty workmanship or design by MoveData; and
the Client provides MoveData with all facilities and information reasonably required by MoveData for the duplication, investigation and remedying of the defect.

7.2. MoveData reserves the right to charge the Client for correction of any defect in the Deliverable should the defect result from a cause not attributable to MoveData (this includes but is not limited to workflows, triggers, business logic and/or environments external to the work performed by MoveData). MoveData has no obligation to correct any defect in the Deliverable due to any Client initiated modification, outside of normal operating parameters, which can be shown to have caused the defect in the Deliverable.

7.3. Any other third party Licensed Software which MoveData may supply to the Client under the terms of this CSA will be supplied on an “as is” basis, and the obligation of MoveData is limited to making available the benefit of any warranty provided to MoveData by the original supplier of that software.

8. Liability of MoveData

8.1. Except as expressly provided to the contrary in this CSA, neither party shall be under any liability to the other in respect of any loss or damage (including consequential loss or damage) howsoever caused, which may be suffered or incurred or which may arise directly or indirectly in respect of the supply of goods or services pursuant to this CSA or the failure or omission on the part of either party to comply with its obligations under this CSA.

8.2. Except as expressly provided to the contrary in this CSA, all warranties whether express, implied, statutory or otherwise, relating in any way to the subject matter of this CSA or to this CSA generally are excluded. Where any Act of Parliament implies in this CSA any term and that Act avoids or prohibits provisions in a Contract excluding or modifying the application of or exercise of or liability under such term, such term shall be deemed to be included in this CSA.

8.3. The liability of MoveData for any breach of any such terms shall if permitted by that Act be limited, at the option of MoveData, to the following:

the supplying of the Services again; or
the payment of the cost of having the Services supplied again.

8.4. Except as stated otherwise elsewhere in this CSA the maximum aggregate liability for breach of obligation under the terms of this CSA by MoveData with respect to the provision of the Services shall in no circumstances be greater than the total amount paid by the Client for the part of the Services referable to any breach of the obligations of MoveData pursuant to the terms of this CSA. The calculation of the proportion of charges paid by the Client for the part of the Services referable to any breach of the obligations shall be determined by mutual agreement or failing such agreement in accordance with the Dispute Resolution process set down in this CSA.

8.5. MoveData agrees to maintain professional indemnity insurance as detailed in the Agreement Schedule.

8.6. The Client warrants that it has not relied on any representation made by MoveData which has not been stated expressly in this CSA or upon any descriptions or specifications contained in any document including catalogues or publicity material produced by MoveData other than those contained in MoveData’s written Proposal for the particular assignment for which a SOW is accepted, and in the event that there is any conflict between any representations, terms and conditions contained in that Proposal with those contained in this CSA, then the terms and conditions contained in this CSA shall prevail.

9. Exclusions

9.1. MoveData shall not be responsible for rectifying other people’s mistakes (this includes, but is not limited to, scenarios where the Client has passed the Acceptance Test without having conducted sufficiently thorough and comprehensive review to identify all defects or necessary changes). The Services to be provided by MoveData under this CSA do not include correction of errors or defects caused by other people, such as errors or defects:

caused by operating Licensed Software in a manner other than as specified by the Licensor.
caused by unauthorised modification, revision, variation, translation or alteration of Licensed Software.
caused by unauthorised use of Licensed Software, with particular reference to corruption and/or deletion of software and/or data in the Client’s computer systems resulting from “hacking” or any other form of unauthorised intervention.
caused by the Client experiencing a “virus infection” in its computer environment.
caused in whole or in part by the use of unlicensed software.
caused by the failure of the Client to provide suitably qualified and adequately trained operating and / or programming staff for the operation of Licensed Software.
caused by workflows, triggers, business logic and/or environments external to the work performed by MoveData (unless agreed to as part of the SOW)
arising directly or indirectly out of the Client’s failure to comply with this CSA or any software licence agreement for software used in or by the Deliverable only.
which are the subject of a warranty under another agreement.

10. Additional Services

10.1. At the Client’s request, MoveData may provide Services to rectify the outcomes of any of the problems listed in the Exclusions in which case MoveData shall be entitled to make an additional charge for providing these Services.

11. Charges & Payment

11.1. MoveData will periodically, as detailed in the Agreement Schedule, raise and submit to the Client a tax invoice which will specify, in relation to the Services, the identity of the personnel involved, the number of hours worked, the nature of the work performed and the date the work was performed.

11.2. MoveData agrees to maintain all supporting documentation including time sheets and receipts for the purposes of substantiating its invoices. The Client, on the giving of seven (7) days written notice and at its own expense, can request an independent audit of such substantive documentation.

11.3. Payment shall be made upon receipt of an invoice from MoveData in accordance with the rate and in the manner specified in the Proposal and payment in full shall be due from the Client within seven (7) days, or as amended in the Agreement Schedule, of the invoice date.

11.4. If the Client disputes the whole or any portion of the fees and charges invoiced by MoveData, it must pay that portion not in dispute within the agreed terms and notify MoveData in writing of the amount in dispute and reasons for disputing the account. If the parties are unable to reach agreement within seven (7) days of notice, the dispute may be determined in accordance with the Dispute Resolution process set down in this CSA.

11.5. Should any payment not the subject of a dispute be owing to MoveData by the Client and the same is not made within seven (7) days of the due date, MoveData may, pending resolution and without further notice to the Client, suspend further Services or its remaining obligations to the Client under this CSA or any other agreement or SOW relating to the Services herein.

11.6. To the extent that the fees and charges of MoveData are to be on the basis of time spent, such time shall be calculated by multiplying the total time spent by each person on providing the Services by the rate applicable to that person.

11.7. Unless agreed otherwise MoveData agree, for the duration of the SOW applicable to this CSA, not to change any rates, charged or to be charged by MoveData for the Services.

11.8. MoveData may in addition to the rate specified herein recover fees charged at premium rates should Services be required to be performed outside normal business hours. The Client acknowledges that MoveData shall not work weekends, public holidays or other holiday days or days off which are generally accepted as public holidays without a special arrangement with MoveData.

11.9. MoveData shall in addition to the basic rate specified recover in full the direct cost of:

Client approved consumable materials used by MoveData;
Client approved travelling and accommodation expenses incurred by MoveData, its personnel or subcontractors;
Client approved overtime by MoveData, its personnel or subcontractors; and
any other Client approved disbursements which MoveData reasonably considers necessary to enable it to properly and effectively discharge its obligations under this CSA.

11.10. All fees and charges payable by the Client in respect of any SOW applicable to this CSA are exclusive of any taxes, duties, fees or other Government levies or charges which may be imposed on or in respect of the SOW, the Services or any other Licensed Software its use or its maintenance under this CSA. Such taxes, duties, fees or other Government Charges shall to the extent permissible by Law be paid by the Client immediately they become due and in any event not later than thirty (30) days after notice in writing by MoveData requiring such payment. The Client shall only indemnify MoveData for the payment of taxes made by MoveData to the extent that any such payments are a direct result of MoveData performing the Services in respect of any SOW applicable to this CSA.

12. GST (Australian Customers Only)

12.1. Definitions:

Term	Definition
GST	Means GST within the meaning of the GST Act
Input Tax Credit	in relation to a supply, means a credit under the GST Act for the GST payable by the recipient in respect of the supply
Price	Means the rates, fees and amounts payable for the provision of the professional services and, unless the contrary intention appears, is expressed as a GST exclusive amount for the provision of the professional services
Tax Invoice	in relation to a supply, means an invoice for the supply required by the GST Act to support a claim by the recipient for an Input Tax Credit for the GST on the supply

12.2. GST inclusive price of taxable supply of professional services under CSA

Notwithstanding any other provision of this CSA, to the extent that the Company makes a taxable supply in connection with the provision of professional services only under this CSA, the consideration payable by the Client under this CSA represents the GST inclusive value of the taxable supply for which payment is to be made.

12.3. Reimbursement of expenses in which Input Tax Credit available

If this CSA requires a party to pay for, reimburse or contribute to any expense or liability (“reimbursable expense”) incurred by the other party (“payee”) to a third party, the amount to be paid, reimbursed or contributed will be the amount of the reimbursable expense including any input tax credit.

12.4. Consideration other than for professional services, exclusive of GST

Except where express provision is made to the contrary (such as in respect of the price of professional services or a reimbursable expense), the consideration or amount payable by a party for a taxable supply made by the other party under this CSA represents the value of the taxable supply for which payment is to be made

12.5. Payment of GST

If a party makes a taxable supply under this CSA for a consideration which represents the net expense then the party liable to pay for the taxable supply must also pay, at the same time and in the same manner as the net expense or value otherwise payable, the amount of any GST payable in respect of the taxable supply.

12.6. Supplier to provide Tax Invoice

A party’s right to payment, under this CSA arises and is subject to a valid tax invoice being delivered to the party liable to pay for the taxable supply.

12.7. Warranty

The parties warrant that they are registered or required to be registered under the GST Act.

13. Client Responsibilities

13.1. The Client shall where appropriate and relevant ensure that MoveData personnel have full and safe access to any software and designated equipment at all reasonable times for the purpose of providing the Services herein. The Client shall also ensure that MoveData personnel are provided with all information, facilities, services and accessories reasonably required by MoveData to enable MoveData to comply with its obligations under this CSA including that for any Services performed on the premises of the Client the Client shall provide proper office accommodation and services (including, telephone, internet access, printing and photocopying and a secure place in which to store any sensitive materials). Any such accommodation and services will be provided by the Client free of charge and will be conveniently located for the purposes of performance of the Services.

13.2. The Client shall where relevant provide with agreed notice, all parties acting reasonably, a suitably qualified or informed representative, agent or employee to accompany MoveData personnel and to advise MoveData personnel on access or on any other matter within the Client’s knowledge or control which will assist MoveData in complying with its obligations under this CSA.

13.3. To the extent that the Services comprise or involve the secondment of MoveData personnel, such personnel shall be subject to the direction of the management and control of the Client and the Client shall carry full responsibility for the tasks they perform and the manner and way in which they perform them.

13.4. No MoveData personnel including any personnel seconded to the Client shall become the employee of the Client for salary PAYE / PAYG or any other insurance, superannuation or workers compensation insurance purposes. MoveData agree to indemnify the Client against any claim made by MoveData personnel in respect of any relevant legislation concerning salary PAYE / PAYG or any other insurance, superannuation or workers compensation insurance.

13.5. To the extent that the Services involve training of the Client’s personnel:

the Client will be responsible for all out of pocket expenses incurred by those who attend any course;
MoveData reserves the right to exclude any person who’s attendance would not be conducive to the successful running of the course;
non-attendance by any person will not entitle the Client to any reduction or refund of fees;
MoveData may supply certain proprietary training materials solely for the Client’s use and the Client agrees not to provide any such training material to third parties or make copies of any such training materials without the prior written consent of MoveData which shall not be unreasonably withheld.

13.6. The Client shall promptly provide MoveData with all information required by MoveData from time to time to facilitate proper and timely discharge of the obligations of MoveData under the terms of this CSA together with all approvals and decisions necessary to allow the unhindered progress of the Services.

13.7. The Client warrants that all information provided by the Client to MoveData is accurate in all material respects and that the Client is entitled to provide it to MoveData for the use of MoveData without recourse to any third party.

13.8. The Client acknowledges the responsibility of the Client to satisfy themselves that the Services and the Deliverable meet the particular requirements of the Client.

13.9. To the extent that the Deliverable include a facility to enable the user to interface with third party software the Client undertakes, at its sole cost, to obtain all licences, permissions and consents from third parties that are necessary to ensure that the use of such a facility will not infringe on any rights and shall be and remain lawful in all respects. Furthermore, the Client shall indemnify MoveData from and against any loss, damage, liability and expense which MoveData may suffer or incur as a result of any breach by the Client of such undertaking.

14. Variation

14.1. At any time before MoveData have completed provision of the Services the Client may request or MoveData may recommend a written variation to the Services setting out the details of the proposed variation.

14.2. In the case of the Client requesting a variation, MoveData will assess the likely impact in terms of cost and time scales and notify the Client. The Client may then instruct MoveData in writing to execute a variation such that these agreed written variations will duly vary this CSA and become part of it.

14.3. MoveData may charge for all reasonable incidental costs and expenses incurred in making any investigation or assessment of any variation requested by the Client under this variation clause whether or not a variation is subsequently implemented.

15. Confidentiality

15.1. Each party, which term includes all employees, subcontractors or representatives in any form, will keep confidential and not disclose to any third party any information of a confidential nature received from the other party including any information which relates to the business or methods of operating of that party and shall keep all such information secure and protected against theft, damage, loss or unauthorised access and will not use such information except for the purposes (if any) for which it was disclosed. The obligations set forth herein shall cease to apply to any information which comes into the public domain through no fault of the recipient.

16. Intellectual Property

16.1. MoveData acknowledges and agrees that ownership of the Deliverable and all reports, results, outcomes, conclusions, products, systems, inventions, know-how, experimental methods, processes, data, notes, designs, drawings, records, memoranda and other writings, computer programs, graphics or data in whatever form or format (including electronic form and all supporting data) relating to the Services that are created, enhanced, developed or modified by MoveData shall vest absolutely and automatically in the Client upon the passing of the relevant Acceptance Test and having paid to MoveData all sums due in relation to the applicable SOW and that MoveData hereby assigns and transfers to the Client, and waives all right, title and interest it may have in, the Deliverable. Explicitly, the Deliverable is defined by the SOW and does not relate to intellectual property in the MoveData application or APIs as covered by the MoveData Terms of Service and associated legal documents.

16.2. MoveData shall not directly or indirectly, challenge or contest the Client’s rights in the Deliverable.

16.3. The Client may use the Deliverable in such manner as it sees fit and the Client shall not be subject to any obligations of confidentiality to MoveData in respect of the Deliverable. The Client however acknowledges and agrees that MoveData shall have a licence to use the Deliverable for its internal business purposes.

16.4. MoveData represents and warrants that the provision of the Services, including the Deliverable, does not and will not infringe the intellectual property rights of any third party and that MoveData has the right to assign all rights, title and interest in the Deliverable in accordance with this clause. Notwithstanding anything in this CSA, MoveData will indemnify the Client against any claim, liability or expense (including legal fees on an indemnity basis) arising out of or in connection with a breach of this warranty by MoveData.

16.5. MoveData shall, immediately on request by the Client at any time, provide the Client with all reasonable assistance in the registration of intellectual property rights in any of the Deliverable (such as patent, trade mark, design or copyright protection) and do all other things as may be reasonably necessary to protect or perfect the Client’s interests in the Deliverable, including but not limited to executing deeds of assignment, patent applications and any other documents necessary or desirable to obtain intellectual property protection for the Deliverable. The Client shall be responsible for the costs of any such assistance and registration.

17. General Liability

17.1. The terms of this CSA set forth the full extent of the obligations of MoveData and liability with respect to the provision of the Services to the Client and there are no warranties, conditions, or other terms in this regard that are binding on MoveData except as specifically stated herein. The Client acknowledges in particular, that any condition, warranty or other term concerning the provision of the Services which might otherwise be implied into or incorporated within this CSA or any collateral agreement or contract, whether by statute, common law, or otherwise, is hereby excluded save and accepting the terms relating to Confidentiality.

17.2. MoveData shall remain liable for death or personal injury caused by negligence of MoveData.

17.3. MoveData shall also be liable for any physical damage to tangible property caused by the negligence of MoveData up to the limit stated in the Agreement Schedule for each event or series of connected events. For the purposes of this Clause corruption of any media shall not constitute physical damage and MoveData shall have no liability to the Client.

17.4. Unless specifically agreed otherwise in the SOW, MoveData shall not be liable for any loss or additional cost resulting from the Client failure to provide adequate electronic back-up in relation to any the Services provided.

17.5. In no event shall either party have any liability for any indirect consequential or special damages howsoever arising, including without limitation, loss of revenue, profits, or failure to make anticipated savings.

18. Termination

18.1. Either party may immediately terminate this CSA by notice in writing to the other if:

the other is in a material breach of any of its obligations under this CSA which it has failed to remedy within thirty (30) days of written notice requiring it to do so; or
the other commits an act of bankruptcy, goes or is put into Receivership or Liquidation, passes a resolution for its winding up, (otherwise than for the purposes of reconstruction or amalgamation) or makes any arrangement for the benefit of its creditors or takes or suffers any similar action in consequence of debt; or
either party chooses at any time and for any reason or no reason, to give not less than thirty (30) days written notice to terminate the CSA to the other party.

18.2. In the event of such termination the Client shall immediately remove all copies of the Deliverable from its equipment and/or premises and return all copies of related Documentation to MoveData.

19. Non Solicitation

19.1. Neither party will during the time the Services are being provided nor for a period of twelve months thereafter, recruit or attempt to recruit any staff, independent contractors or consultants under contract of the other who have either worked on or in some material way been involved in the Services. Should either party be in breach of this clause then the party in breach shall pay to the other:

19.2. Payment to MoveData shall be the equivalent of sixty (60) person day’s work at MoveData’s current standard charge rate for the person so recruited and calculated at the time the person leaves the employment of MoveData.
Payment to the Client shall be the equivalent of three (3) months annual salary of the person so recruited and calculated at the time the person leaves the employment of the Client.

20. Dispute Resolution – Technical Issues or Costs

20.1. If a dispute relating to technical issues or costs between the parties arises, then both parties will, prior to referring the matter to an Independent Expert:

attempt to resolve that dispute between the named Project Manager (Refer Agreement Schedule) for each party; and
failing agreement between such persons within ten (10) working days of the dispute being brought to their attention, refer the dispute to the named Dispute Representative (Refer Agreement Schedule) for each party.

20.2. In the event of a controversy or dispute relating to technical issues or costs between the parties remaining unresolved between the Dispute Representatives for a further five (5) working days, then both parties agree to the selection and appointment of a mutually acceptable Independent Expert to whom such dispute or controversy will be submitted in writing. The Independent Expert may reasonably request from either party, all documentation, information (confidential or otherwise) materials and statements of persons relevant to the controversy or dispute, and the parties agree that the Independent Expert’s decision in respect of such a controversy or dispute will be final and binding upon the parties.

20.3. The Independent Expert will act as an Independent Expert, not as an arbitrator and his or her fees will be borne in such proportion and in such a manner as the Independent Expert decides, having regard to all relevant circumstances.

20.4. Notwithstanding the existence of a dispute relating to technical issues or costs, Client and Consultant will continue to perform their respective obligations under this CSA.

20.5. Nothing in this clause prevent a party from seeking any urgent interlocutory relief from a court.

21. Dispute Resolution – Legal Rights under CSA

21.1. If a dispute relating to legal rights under this CSA between the parties arises, then both parties will, prior to referring the matter to an Independent Arbitrator:

attempt to resolve that dispute between the named Project Manager (Refer Agreement Schedule) for each party; and
failing agreement between such persons within ten (10) working days of the dispute being brought to their attention, refer the dispute to the named Dispute Representative (Refer Agreement Schedule) for each party.

21.2. In the event of a controversy or dispute relating to legal rights between the parties remaining unresolved between the Dispute Representatives for a further five (5) working days, then both parties agree to the selection and appointment of a mutually acceptable Independent Arbitrator. The Independent Arbitrator will arrange for both parties the opportunity to make a written submission in regard to the dispute. The Independent Arbitrator will then make a final non-binding decision within seven (7) days of receipt of submissions. The fees of the Independent Arbitrator will be borne equally by both parties.

21.3. Failing resolution of the dispute through arbitration either party has the right to pursue alternative legal redress.

21.4. Nothing in this clause prevent a party from seeking any urgent interlocutory relief from a court.

22. Trustee Warranties

22.1. MoveData has entered into this CSA in the capacity as trustee (“Trustee”) of the MoveData trust (“the Trust”) and the Trustee represents and warrants to the Client that;

it has, as the Trustee of the Trust, taken all action which is necessary to authorise the execution of, and performance of its obligations under this CSA;
it has the power under the trust deed for the Trustee (“Trust Deed”), to enter into and perform its obligations under this CSA;
the execution of, and performance of the obligations of the Trustee under this CSA comply with the constitution and the Trust Deed;
it is not aware of any circumstances which have arisen which could reasonably be expected to lead to its removal as Trustee of the Trust;
it is the only trustee of the Trust, it has not given any notice of resignation and no action has been taken to remove it or to appoint an additional trustee of the Trust;
the Trust is duly constituted and has not been terminated nor has any event occurred for the vesting of the assets of the Trust;
it has the right to be indemnified out of the assets of the Trust in relation to this CSA and that right has not been modified, released or diminished in any way.

23. General

23.1. Neither party shall be liable to the other for any delay or failure to meet any respective obligation (other than payment obligations) under the terms of this CSA due to any cause or circumstance beyond its reasonable control and not able to be overcome by the exercise of reasonable care, proper precautions and the consideration of reasonable alternatives with the intention of avoiding the effects of that cause or circumstance by that party.

23.2. The invalidity or unenforceability of any part of the terms and conditions of this CSA shall not affect the validity or enforceability of the remaining terms of this CSA, however, should any part of the terms and conditions of this CSA be held to be invalid or enforceable by any Court or other authority of competent jurisdiction result in it being beyond the reasonable control for MoveData to deliver the Services then MoveData acting reasonably can terminate this CSA and any applicable SOW.

23.3. These terms and conditions comprise the complete and exclusive statement of the CSA between the parties and supersede all prior agreements, oral or written, and all other communications between the parties concerning the subject matter of this CSA. The Client acknowledges that no reliance is placed upon any representation made by MoveData which is not embodied in these conditions of CSA.

24. Notices

24.1. Notices under this CSA shall be in writing and shall be delivered by hand, mail, facsimile or electronic mail to the address as specified in the proposal.

24.2. Notices will be deemed as received:

in the case of hand delivery upon written acknowledgment of receipt;
in the case of posting, three days after dispatch;
in the case of facsimile or electronic mail, upon successful completion of transmission

24.3. This CSA may only be modified by written agreement signed by one of the Directors of MoveData and one of the authorised signatories of the Client.

24.4. No right under this CSA shall be deemed to be waived except by notice in writing signed by a party waiving the right. Such a waiver signed by a party shall not prejudice its rights in respect of any subsequent breach of this CSA by the other party.

24.5. Any failure by a party to enforce any clause of this CSA, or any forbearance, delay or indulgence granted by a party will not be construed as a waiver of the rights of that party under this CSA.

24.6. Headings used in this CSA are for convenience and ease of reference only and are not part of this CSA and shall not be relevant to or effect the meaning or interpretation of this CSA.

24.7. In this CSA, unless the context otherwise requires, words importing the singular include the plural and vice versa and words of one gender include all other genders.

25. Jurisdiction

25.1.The construction, validity and performance of the terms of this CSA shall be governed by the laws of New South Wales, Australia or as amended and or substituted in the Agreement Schedule and each party herein agrees to submit to the exclusive jurisdiction of the said Courts.

26. Support Packages

26.1. Where a Support Package refers to the CSA, the following changes to the CSA will be in force:

Clauses 7.1 and 7.2 are void. There is no warranty for Support Package work.

26.2. The Duration of Support Hours is 12 months from the date of purchase after which any unused hours will expire.

26.3. All effort spent by MoveData addressing Support requests will be deducted from the Support Package. This includes, but is not limited to, reviewing, managing, investigating, preparing, attending, training, communicating, and all technical support including scoping, configuring, developing and coding. Effort is charged in 15-minute increments.

26.4. MoveData acknowledges that there can be overlap between “general” Salesforce configuration and MoveData-specific customisation requests and/or Salesforce support. MoveData explicitly notes that the Support Package is designed to provide support and advancement of your MoveData integrations and not general Salesforce support which would be better serviced by an internal System Administrator or traditional Salesforce Partner

AGREEMENT SCHEDULE

Project Manager for MoveData	As assigned by MoveData
Project Manager for Client	As assigned by You
Dispute Representative for MoveData	As assigned by MoveData
Dispute Representative for Client	As assigned by You
Payment – due in full from the Client within	7 Days of Date of Invoice
Warranty Period – number of Days (if any)	SOW: 30 days Support Package: 0 days
Legal Jurisdiction	State of New South Wales, Australia
Insurance Requirement – Professional indemnity: Minimum Cover	$AU10,000,000
Insurance Requirement – Public liability: Minimum Cover	$AU20,000,000
Consulting Rates	See Pricing & Refund Policy – MoveData Services Work
Banking Information	Australian Customers Account Name: BLUEBERRY AGENCY PTY LTD Bank: Bendigo Bank BSB: 633000 Account: 165699976UK Customers Account Name: BLUEBERRY AGENCY PTY LTD ATF BLUEBERRY UNIT TRUST Bank: AS LHV PANK Sort Code: 040301 Account Number: 01543944USA Customers: Account Name: BLUEBERRY AGENCY PTY LTD ATF BLUEBERRY UNIT TRUST Bank: Community Federal Savings Bank Account Number: 8456448311 ACH routing number: 026073150 Fedwire routing number: 026073008NZ Customers: Account Name: BLUEBERRY AGENCY PTY LTD ATF BLUEBERRY UNIT TRUST Account Number: 042024042960100 Bank Code: 04 Branch Code: 2024
Email Address for Remittance Advice	accounts@movedata.io