Definitions

‘Customer’ and ‘you’ means the company firm or person
to who the quotation is addressed. ‘Services’ means the services described in the quotation or specified in the Deliverables. ‘Quality Systems Now’ or ‘QSN’ refers to Quality Systems Now Pty Ltd. Where services refer to ‘Day’ this is defined as 7.6 hours that are performed on a normal business day (excluding weekends and public holidays unless agreed prior in writing). Core hours are between 8 am and 6 pm. Hours worked in excess
of 7.6 hours per day or on weekends/public holidays may be charged above the fees defined in the quotation. This will be agreed with the client in advance in writing.

Acceptance of order

A contract shall only come into existence between Quality Systems Now and the customer for the services specified in a proposal or quotation when the approved proposal/quotation has been received by Quality Systems Now. The terms and conditions herein shall apply to every service specified between Quality Systems Now and the customer. Any terms and conditions contained in the customer’s order in addition to or inconsistent with these terms and conditions are expressly rejected and shall under no circumstances take precedence over the terms and conditions herein.

Confirmation of consultants or contractors

Consultants or contractors to perform the services will be confirmed on receipt of an approved proposal/quotation by the customer. Quality Systems Now reserves the right to assign the most appropriately skilled consultant/contractor to perform the services at the time of receipt of the acceptance of proposal.

Price

Unless otherwise specified in writing, the price quoted in a proposal or quotation is exclusive of all taxes, duties and fees including GST, stamp duty, sales tax, freight, packaging and any special documentation (e.g. customs)
or special packaging required by the customer, unless specified within. Quality Systems Now reserves the right to vary any price given in a quotation where there has been an increase by more than 5% in labour costs, computer time, material costs, rent increase or other expenses between the time of the quotation and the payment by the customer by the same proportion of part thereof. Quality Systems Now will discuss any change with the customer prior to sending an invoice.

Delivery and acceptance

Quality Systems Now shall not be liable to the customer for any loss or damage of any kind whatsoever (whether direct or consequential) occasioned by the customer by reason of Force Majeure being any cause not within the control of Quality Systems Now. Force Majeure includes, but is not limited to, acts of God, fires, floods, war, terror attacks, strikes, riots, trade disputes, any dispute whatsoever related to or arising out of the services to be supplied herein and any circumstances beyond the reasonable control of Quality Systems Now. In the case
of Force Majeure, the delivery date shall be extended by the duration of the Force Majeure period. Quality Systems Now shall not be liable for failure to give notice of the existence of Force Majeure.

Acceptance of the services shall be deemed to have taken place when Quality Systems Now have demonstrated that the service meets operate or function in accordance with Quality Systems Now test procedures or deliverables as otherwise agreed with the customer.

Terms of payment

Invoices may be issued for:

· upfront or phased instalments, and/or

· fortnightly (10 working days) for in arears hours worked, and/or

· at the completion of services.

Invoices shall be payable net cash within ten (10) business days from the date of invoice. An initial invoice (payable immediately) may be required for provision of training projects or auditing projects for Quality
Systems Now to commence services.

These invoices shall be payable net cash within five (5) business days from the date of invoice and scheduling of services will not occur until payment is received. The scheduling and cadence of invoicing will be specified in the specific proposal and will be approved by the customer before commencing supply of services. Interest rate at 1% per month may be charged for late payment of invoice after one month from the date of invoice.

Cancellation

If the customer terminates the agreement, the customer shall pay any fees due to Quality Systems Now and any direct costs or expenses incurred up to and resulting from the customer’s election to terminate.

Indemnity

The customer shall indemnify and hold Quality Systems Now harmless from all claims by and liable to third parties and all costs and expenses therefore caused or arising out of or related to any use of information, services or material supplied to Quality Systems Now by the customer.

Solicitation

The customer acknowledges that the consultant(s)/contractor(s) provided to the project are the employee(s) or agent(s) of Quality Systems Now. The customer, its representatives and/or agents, agree not to solicit or offer alternative employment, consultancy or other services or induce the consultant in any manner to seek employment with the customer’s company, or affiliated organisation or agent during the period of contract, or for 12 months after the expiration of the contract without the express written consent of Quality Systems Now, else the customer agrees to pay Quality Systems Now the equivalent of four (4) months future salary of that person as at the time of employment.

Copyright and intellectual property

Quality Systems Now may provide to the customer a range of information, which may include training materials, standard operating procedures, report formats, protocols, electronic records and documents in hard copy or electronic format. This material is covered by copyright and may contain intellectual property developed by Quality Systems Now hereinafter called intellectual property.
The customer acknowledges that all or part of the intellectual property remains copyright to Quality Systems Now. The intellectual property, either in full or in part, remains the property of Quality Systems Now, and is provided for the purposes of internal use by the client within the operating site only. The customer
and its employees may use or modify for use the intellectual property for any purposes within the operations site only for which the intellectual property is made available. The customer and its employees or contractors may not however engage in any trade, either commercial or non-commercial, of the intellectual property or any derivatives therefore without the express written consent of Quality Systems Now. This includes any public presentation, resale, rental, loan, hire or other forms of commercialisation.

Warranties and liability

Quality Systems Now shall not be liable to the customer in contract, tort or otherwise for any form of loss, injury or harm of any kind whatsoever whether direct, indirect, special, incidental or consequential (including loss of profit) caused or contributed to by the supply, use or performance of any services provided hereunder provided
however that to the extent that any conditions, warranties or other rights or remedies are incapable of exclusion, Quality Systems Now’s liability to the customer in respect of any breech therefore or pursuant to such rights or remedies shall at Quality Systems Now’s option be limited in the case of services to:

· The supply of the services again; or

· The payment of the cost of having the services supplied again. Quality Systems Now’s liability for damages shall in no event exceed the amount of fees detailed in the contract.

Automatic extension of contract

If, at the completion date specified in the contract, Quality Systems Now consultants are required for ongoing work, then a new contract will supersede this contract. Alternatively, by mutual agreement the current contract can be automatically extended with the same terms and conditions applying.

Applicable law

Any contract resulting from the acceptance of this quotation shall be deemed to have been made in the state of Victoria and the construction validity and performance therefore shall be governed in all respects by the law of the aforesaid state.