TERMS AND CONDITIONS - 1Cyber Pty Ltd

PRIVATE AND CONFIDENTIAL

CONTRACT FOR SERVICES (the Contract)

BETWEEN

1Cyber Pty Ltd having its registered office at 140 Diagonal Road, Warradale SA 5046

(hereafter, “1Cyber”, “We” or “Us”)

AND

Subcontractor

(hereafter the “Subcontractor”, or “You”)

OUR CONTRACT WITH YOU
1. These terms and conditions shall govern the relationship between 1Cyber and the Subcontractor and shall apply to any and all Work that you accept from 1Cyber.
2. Please ensure that You read these Terms carefully before you sign the Contract. If You think that there is a mistake or require any changes, please contact Us to discuss. We will confirm any changes in writing to avoid any confusion between You and Us.
3. We may revise these Terms from time to time.
ACCEPTING THE TERMS AND CONDITIONS
1. Upon Your acceptance of the Terms and Conditions, a Contract shall arise between 1Cyber and You which will govern the relationship between 1Cyber and You until termination of the Contract
ACCESS TO TICKETING SYSTEM
1. At the commencement of the Contract, 1Cyber shall create an account for You in the Ticketing System and provide You with details of Your account so that You may have access to the Ticketing System.
2. The Subcontractor shall use the account and the Ticketing System only for the purposes of performing the Work under the Contract and for no other purpose.
ACCEPTING WORK FROM 1CYBER
1. From time to time, 1Cyber may offer You Work by sending to You a Proposal For Work. You may but are not obliged to accept the Work. However, if You choose to accept the offer of Work, You must follow the instructions on the Proposal For Work to accept the offer of Work.
2. The Proposal For Work shall state, among other things, the Work Receivables, the Target Completion Date, the Deliverables and the Remuneration Rate for the Work.
3. It is the Subcontractor’s responsibility to ensure that Work Receivables specified in the Proposal For Work are adequate and complete so that the Subcontractor may complete the Work by the Target Completion Date.
4. Upon your acceptance of the offer of Work in the Proposal For Work, 1Cyber will provide you with the Work Receivables.
WORK RECEIVABLES AND DELIVERABLES
1. Upon acceptance by the Subcontractor of the Proposal For Work, 1Cyber shall create and issue to the Subcontractor a Ticket to provide the Subcontractor with the Work Receivables. The Subcontractor shall commence on performing the Work upon receipt of the Ticket.
2. The Subcontractor shall perform any and all Work accepted by the Subcontractor in accordance with the Contract, with reasonable care and diligence and shall use best endeavours to complete the Work by the Target Completion Date.
3. The Subcontractor shall use the Ticketing System to report to 1Cyber in the form and detail and the frequency as required by 1Cyber on the progress and completion of the Work and to provide the Deliverables.
4. Unless stated otherwise in writing, the Subcontractor shall report to 1Cyber on a daily basis using the Ticketing System. In the report to 1Cyber, the Subcontractor shall state, among other things:
  1. The stage of completion of each item of Deliverable;
  2. The progress of the Subcontractor in completing that item of Deliverable;
  3. The item(s) of Deliverable that remains outstanding.
5. Any item of the Deliverables required to be provided by the Subcontractor to 1Cyber shall only be considered satisfactorily provided if that item is Fit For The Purpose and provided to 1Cyber by the Target Completion Date.
6. The Subcontractor shall be personally responsible for the Work and shall account to 1Cyber for anything done using the Subcontractor’s access to the Customer’s IT Systems. The Subcontractor shall take reasonable care to ensure that any access to the Customer’s IT Systems granted to the Subcontractor is not to unauthorized, improper or unlawful use.
PERFORMING THE WORK
1. In the event that the Subcontractor fails to complete the Work by the Target Completion Date or the Subcontractor performs the Work below the standard expected of the Subcontractor, the Work shall be considered defective.
2. 1Cyber shall give the Subcontractor notice (hereafter Notice Of Defective Work) of the defective Work. The Notice Of Defective shall specify, among other things, the time for rectifying the Defective Work. Upon receipt of the Notice Of Defective Work, the Subcontractor shall take immediate steps to rectify the Defective Work.
3. The Subcontractor agrees that 1Cyber would suffer damage and loss in the event that the Subcontractor does not complete the Work by the Target Completion Date or if the Subcontractor fails to perform the Work using reasonable care and diligence. The Subcontractor also acknowledges that such damage and loss would be difficult to quantify and agrees to compensate 1Cyber as follows:
  1. 1Cyber is entitled to liquidated damages for late completion of the Work calculated at five (5) % of the total remuneration for the Work accrued on a daily basis.
  2. 1Cyber is entitled to liquidated damages at the rate of ten (10) % of the total remuneration for the Work for each item of Deliverable due and owing on the Work.
  3. 1Cyber is entitled to liquidated damages at the rate of ten (10) % of the total remuneration for the Work for each item of the Deliverables that is not Fit For The Purpose.
INVOICE AND PAYMENT
1. The Subcontractor must provide 1Cyber with the Subcontractor’s Tax Invoice for the Work no later than fourteen (14) days of the date of completion of the Work.
2. The Subcontractor must provide 1Cyber with a receipt for the payment of the Subcontractor’s Tax Invoice no later than fourteen (14) days of the date of receipt of payment of the Subcontractor’s Tax Invoice.
NON-DISCLOSURE AND CONFIDENTIALITY
1. In consideration of 1Cyber providing the Sub-Contract with access to Confidential Information for the purpose of considering the Proposal For Work or performing the Work, the Subcontractor agrees at all times to:
  1. Treat the Confidential Information as subject to a duty of confidence and to only use it for the purpose of considering the Proposal For Work or for performing the Work;
  2. Only disclose the Confidential Information on a need to know basis to the officers, employees and professional advisers of the Customer;
  3. Advise each person to whom the Confidential Information is disclosed that the recipient is subject to a duty of confidence, and that the Confidential Information is not to be used for any purpose other than for considering the Proposal For Work or performing the Work Project as the case may be;
  4. Take at the Subcontractor’s sole expense whatever steps 1Cyber may consider necessary to enforce the duty of confidence against any person to whom the Confidential Information has been disclosed by the Subcontractor and who is in breach of that duty;
  5. On request provide 1Cyber with a list of persons to whom the Subcontractor has disclosed the Confidential Information to;
  6. Return to 1Cyber all Confidential Information or copies of the Confidential Information on the Proposal For Work or the Work upon consideration of the Proposal For Work or if the Subcontractor decides to accept the offer of Work, upon completion of the Work.
2. The Subcontractor agrees to indemnify 1Cyber against any loss, damage, cost or expense, whatever incurred by 1Cyber directly or indirectly, as a result of a breach by the Subcontractor, or by other person receiving the Confidential Information from the Subcontractor of this duty of confidentiality.
NON-COMPETE
1. Upon acceptance by the Subcontractor of the Contract and until termination of the Contract, the Subcontractor agrees to not solicit business from the Customer or engage in direct communication with the Customer other than required to complete the Proposal For Work and at all times keeping 1Cyber in the communication loop with the Customer. The Subcontractor shall direct and report to 1Cyber any and all Customer inquiries for services outside the scope of Proposal For Work. The Subcontractor further agrees that upon termination of the Contract for any reason, the Subcontractor will comply with this part of the Contract for a further period of one (1) year.
2. The Subcontractor acknowledges that damages may be difficult for 1Cyber to prove and/or that there may be no adequate remedy at law for breach of this part of the Contract. The Subcontractor also agrees that 1Cyber, in addition to any other rights and remedies it may have, shall be entitled to:
  1. an injunction restraining the Subcontractor from a breach of this part of the Contract; and/or
  2. liquidated damages for a breach of this part of the Contract in the sum of Australian Dollars One Thousand ($1,000.00) for each such breach, with such sum being offset against, and not in addition to any compensatory damages which may be determined to be due to 1Cyber consequent of the breach by the Subcontractor of this part of the Contract.
  3. The Subcontractor agrees to pay 1Cyber’s legal costs on an indemnity basis incurred in connection with any legal action brought to enforce the terms of the Contract in addition to any other costs or damages which may be found due.
INTELLECTUAL PROPERTY RIGHTS
1. The Subcontractor agrees that any and all Intellectual Property Rights (“IPR”) arising or coming into existence in any work undertaken or performed by the Subcontractor under the Contract during the term of the Contract is the property of the 1Cyber.
2. The Subcontractor agrees to assign or transfer to 1Cyber absolutely any such IPR arising as aforesaid or to execute or sign any document that may be requested by 1Cyber for the purposes of perfecting 1Cyber’s title to the IPR in that work. Until then, the Subcontract shall not deal with or otherwise encumber the IPR in that work save as is necessary to preserve and protect the IPR in that work.
ENTIRE AGREEMENT
1. The Contract is the entire agreement of the parties on the subject matter. The only enforceable obligations and liabilities of the parties in relation to the subject matter are those that arise out of the provisions contained in the Contract. All representations, communications and prior agreements in relation to the subject matter are merged in and superseded by the Contract.
AMENDMENT
1. The Contract may only be amended or supplemented in writing, signed by the parties.
SEVERABILITY
1. Any provision in the Contract which is invalid or unreasonable in any jurisdiction is to be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable, and is otherwise capable of being severed to the extent of that invalidity or unenforceability, without affecting the validity and enforceability of that provision in any other jurisdiction.
WAIVER
1. The non-exercise of or delay in exercising any power or right of a Party does not operate as a waiver of that power or right, nor does any single exercise of any power or right preclude any other or further exercise of it or the exercise of any other power or right. A power or right may only be waived in writing, signed by the party to be bound by the waiver.
ASSIGNMENT
1. The Contract between 1Cyber and the Subcontractor is a personal one. The identity of the Subcontractor is an important term of the Contract. The Subcontractor may not assign or transfer any of its rights or obligations under the Contract without the prior consent in writing of 1Cyber. 1Cyber may assign or transfer any of its rights or obligations under the Contract without the prior consent in writing of the Subcontractor.
GOVERNING LAW
1. The Contract is governed by the law in force in South Australia.
JURISDICTION
1. The parties submit to the exclusive jurisdiction of the courts of South Australia and any courts which may hear appeals from those courts in respect of any proceedings in connection with the Contract.
INTERPRETATION
1. In the Contract, unless otherwise stated:
  1. “Confidential Information” means:
    1. (a) all non-public information, designs, ideas, concepts, improvements, product developments, discoveries and inventions, whether patentable or not, that are conceived, made, developed or acquired by or disclosed to the Subcontractor, individually or in conjunction with others, during or prior to the term of the Contract that relate to 1Cyber or its businesses or properties, products or services, customer requirements, the identity of key contacts within customers’ organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks).
    2. (b) all documents, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voice mail, electronic databases, maps, drawings, architectural renditions, models and all other writings or materials of any type including or embodying any Confidential Information shall be deemed Confidential Information and be subject to the same restrictions on disclosure applicable to Confidential Information pursuant to the Contract.
    3. and shall not include any information that:
      1. (i) is or becomes generally available to the public other than as a result of a disclosure or wrongful act of Subcontractor;
      2. (ii) was available to the Subcontractor on a non-confidential basis before its disclosure by 1Cyber; or
      3. (iii) becomes available to the Subcontractor on a non-confidential basis from a source other than 1Cyber, provided that such source is not bound by a confidentiality agreement with 1Cyber.
  2. “Customer” means a customer of 1Cyber;
    1. “Customer IT System” means all electronic data processing, information, recordkeeping, communications, telecommunications, account management, inventory management and other computer systems (including all computer programs, software, databases, firmware, hardware and related documentation) and Internet websites owned, maintained or operated by or on behalf of the Customer.
  3. “Missing deliverables” means written deliverables accepted in the Proposal For Work are not delivered.
  4. “Remuneration Rate” means the rate specified by 1Cyber in the Proposal For Work at which the Subcontractor will be remunerated for accepting, performing and completing the Work by the Target Completion Date;
  5. “Target Completion Date” means the date specified by 1Cyber in the Proposal For Work by which date the Work must be completed by the Subcontractor if the Subcontractor accepts the offer of the Work, or such other later date that 1Cyber may in its sole discretion specify;
  6. “Ticket” means a ticket created using the Ticketing System;
  7. “Ticketing System” means Freshdesk, the customer engagement and support software developed by Freshworks Inc., or such other work ticketing system, electronic or otherwise that 1Cyber may from time to time implement and use for the purpose of tracking and monitoring the status and the rate of progress of the Subcontractor in performing the Work;
  8. “Unusable deliverables” means written deliverables delivered fails to perform its intended function.
  9. “Uniformity of Design” means and includes where the Work involves the design of a web page, that the page design should be consistent in theme, colour and font and layout, and in the case of system configuration, consistency of the configuration across machines and systems;
  10. “Work Receivables” means in relation to the Proposal For Work such details, information, system access, documents, manuals, passwords that in the opinion of 1Cyber in consultation with the Subcontractor are reasonably necessary for undertaking, performing and completing the Work by the Target Completion Date;
  11. “Fit For The Purpose” means suitable for the purpose(s) for which the Work of that kind was ordinarily requested for or described in the Proposal For Work and also includes Uniformity of Web Design, Device Responsiveness or Degradation of Video And Graphics;

NEXT STEPS

Please read the contract on the previous page to make sure you understand all the details involved with us working together. It’s really important to us that everything is transparent and understood from the beginning so that we lay a solid foundation for a great working relationship.
If you have any questions at all, please let us know. We’re happy to clarify any points or amend to agree and there may be some items that we can sort out together. We’re committed to finding the best way to work together.
Once you feel confident about everything and are ready to move forward, please reply to accept the Subcontractor Agreement.
Once we receive notification of your acceptance, we’ll contact you shortly to sort out next steps.
We’ll email you a separate copy of the signed contract for your records.
If you’d like to enquire by email, please write to accounts@1cyber.com.au
If you’d like to speak to us by phone, don’t hesitate to call Danny Wong @ +61 417 082 111.