Terms And Conditions

1. ENGAGEMENT

The Client has agreed to engage Dulili to provide the Services to the Client, and Dulili has agreed to provide the Services to the Client in accordance with these terms and conditions, and as per the details specified in the Quote or the Statement of Work provided to the Client by Dulili as applicable.

2. REMUNERATION

2.1 Fees per Quote/Statement of Work

In consideration of the Services being provided to the Client in accordance with these terms and conditions, the Client will pay Dulili the Fees specified in the Quote or the Statement of Work (as the case may be).

2.2 Invoicing

Unless Dulili considers it necessary to invoice on a different basis, which Dulili reserves the right to do:

• Dulili will invoice for the provision of ongoing Services on a weekly basis; and
• Dulili will invoice for the provision of Services completed in less than a week upon provision of the Services in full or at any time thereafter.

2.3 Payment Terms

Unless otherwise specified on the Quote or Statement of Work provided to the Client, the Client must pay any invoice issued by Dulili within 14 days of the invoice being issued by Dulili.

2.4 Late Payment of Fees

Late payment of Fees will incur a late payment fee of 2.5% of the outstanding Fees per week, calculated from the date the Fees are due until the Fees are paid in full by the Client.

2.5 Minimum Charges

Unless otherwise specified by Dulili in the Quote or Statement of Work, or otherwise agreed with Dulili in writing, the minimum duration for which the Client can engage Dulili in relation to the provision of Services is:

• 2 hours in relation to Offsite jobs; and;
• 4 hours in relation to Onsite jobs,

charged at the applicable rate specified in the Quote or Statement of Work provided to the Client.

2.6 Travel Charges

• In the event that it is necessary for any of Dulili’s employees or subcontractors to travel outside of the metropolitan areas of Adelaide, Brisbane, Canberra, Hobart, Melbourne, Sydney or Perth (as the case may be) in order to provide Services to the Client Onsite, the Client acknowledges that Dulili will charge for such travel at the rate of $80 per hour plus GST, in addition to milage at the rates prescribed by the Australian Taxation Office calculated as a return trip from the central business district of the relevant metropolitan area.
• At Dulili’s discretion, Dulili may agree to a fixed travel fee for each Onsite visit.

2.7 Reimbursement of Expenses

Dulili will be entitled to reimbursement from the Client of reasonable and necessary expenses approved by the Client and incurred by Dulili in connection with the provision of Services to the Client.

2.8 Cancellation Charges

In the event that the Client cancels the Services Dulili may, at Dulili’s discretion, apply the following cancellation charges against the Client:

• where the Services are cancelled between 1 and 5 days before the Services are scheduled to be provided, fifty percent (50%) of the Fees; or
• where the Services are cancelled less than 1 day before the Services are scheduled to be provided, one hundred percent (100%) of the Fees.

3. DULILI’S OBLIGATIONS

During the course of Dulili’s engagement by the Client, Dulili will:

• duly and punctually perform the Services in accordance with any specifications and time frames agreed with the Client in writing;
• ensure that the Services are provided by Dulili to the Client to the level and standards that the Client considers to be applicable to industry standards;
• carry out Dulili’s duties under these terms and conditions in accordance with the provisions of any relevant statute or law;
• provide the Services with honesty and integrity and to the standards expected of professionals in the same field as Dulili;
• not engage in any activities which may adversely affect the Client’s reputation or cause material harm to the Client’s business; and
• otherwise comply with all reasonable directions that the Client considers would typically be required to be done by a service provider in the human resources and software development industry.

4. COMPLETION AND DEFECT PERIOD

• The Client must, upon request by Dulili, sign and return any Project/Services Sign-off documentation provided by Dulili.
• Subject to clause 4(c) of these terms and conditions, upon completion of the Services Dulili will rectify defects or technical problems relating to the Services notified by the Client to Dulili during the 3 month period following the provision of the Services, as soon as reasonably practicable after receiving such notification.
• Dulili is not liable for rectifying any defects or technical problems in the Services arising from any work or alterations to the Services carried out by the Client or any other party.

5. CONFIDENTIAL INFORMATION

• Dulili will maintain the confidentiality of the Confidential Information at all times whilst Dulili is engaged by the Client.
• Dulili will not at any time disclose, make known or in any way communicate or allow any third party to disclose, make known or communicate, to any person whatsoever, any of the Confidential Information without the Client’s prior written consent.
• Dulili acknowledges that any breach of confidentiality could adversely affect the Client’s business and Dulili will ensure that all of Dulili’s employees and subcontractors who will be providing the Services are bound by the same confidentiality obligations detailed within these terms and conditions.
• Dulili will immediately upon termination of its engagement, or on demand by the Client, deliver up to the Client all material (whether documents, papers, plans, drawings, reports, designs, moulds, templates, models, microfilm, audio or video tapes, discs or cassettes or any other medium of storing or recording information) comprising or containing any of the Confidential Information (including all copies thereof) and all other property of the Client’s which may then be in Dulili’s possession or control.

6. LOSS OF INFORMATION

Information that the Client provides to Dulili in the course of the provision of the Services may be lost from time to time, therefore, the Client should ensure that the Client has made their own copies of that information before providing it to Dulili.

7. UNSOLICITED INFORMATION

Dulili will endeavor to notify the Client in the event that the Client provides Dulili with information, including personal information for the purposes of the Privacy Act 1988 (Cth), which Dulili has not requested from the Client and which Dulili does not require for the purposes of providing the Services, however, to the maximum extent permitted by law, Dulili will not be liable in relation to the storage, transfer or deletion of such unsolicited information.

8. INTELLECTUAL PROPERTY AND SOFTWARE

• All software, hardware and any discovery, design, invention, method or improvement made, developed or discovered by Dulili:
  1. during the course and in the scope of performing the Services; or
  2. thereafter as a result of any discovery, design, invention, method or improvement conceived or work done by Dulili,

shall be Dulili’s property unless otherwise set out in the Statement of Work.

• The Client warrants that in the course of the provision of the Services, Dulili’s use of any software that the Client licenses directly from third party suppliers is permitted under the terms upon which the Client licences the software and as such will not breach any third party’s rights.
• The Client warrants that Dulili’s use of any intellectual property made available to Dulili by the Client, will not breach any third party’s intellectual property rights.
• If the Client needs access to any new software in the course of the provision of the Services then Dulili must co-ordinate the licensing and provision of the relevant software to the Client and the Client is responsible for the reasonable costs of the same.

9. LIMITATION OF LIABILITY

To the maximum extent permitted by law and subject to clause 4 of these terms and conditions, Dulili:

• disclaims all conditions, representations and warranties (whether express or implied, statutory or otherwise) in relation to the Services, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement. Without limitation to the foregoing, Dulili makes no representation, and provides no warranty or guarantee, that:
  1. the Client will achieve any particular results from the provision of the Services;
  2. any particular individuals will perform the Services on Dulili’s behalf;
  3. the Client will be able to access the Services or the Client information that Dulili holds in conjunction with the Services; or
  4. the Services will:
     1. be error-free or that errors or defects will be addressed; or
     2. meet the Client’s requirements or expectations; and

• limits Dulili’s aggregate liability in respect of the provision of the Services to the following remedies (the choice of which is to be at Dulili’s discretion):
  1. re-supply of the Services;
  2. payment of the costs of supply of the Services by a third party; or
  3. the refund of any amounts paid by the Client to Dulili under these terms and conditions in respect of the Services.

10. RELATIONSHIP AND APPOINTMENT OF SUBCONTRACTORS

• Dulili will provide the Services as an independent contractor, responsible for all costs and expenses in respect of Dulili’s employees and subcontractors and all relevant insurances, and nothing in these terms and conditions will be deemed or construed to give rise to or create any employment relationship or partnership between the Client and Dulili.
• Dulili may appoint subcontractors to provide some or all of the Services. Dulili remains liable for the provision of the Services notwithstanding any such appointment.
• In the course of the provision of the Services to the Client, Dulili may use data, services and applications from other companies (Third-Party Products). Third-Party Products are independent of Dulili, and a provider of Third Party Products may also charge the Client fees in addition to the Fees the Client pays to Dulili.
• Third-Party Products are subject to terms and conditions and privacy notices set by their provider, therefore, the Client must read and make sure the Client understands their terms and conditions before the Client agrees to them. Dulili does not endorse or assume any responsibility for Third-Party Products.

11. NO LEGAL ADVICE

For the avoidance of any doubt, Dulili is not engaged in the provision of legal advice. Accordingly:

• no documentation or communications between the Client and Dulili are intended to provide, and in no event shall such documentation or communications be treated as providing or constituting legal advice; and
• any information that Dulili provides to the Client in the course of the provision of the Services should not be construed as a substitute for legal advice or consultation with a competent legal adviser.

12. TERMINATION OF ENGAGEMENT

• The Client can instruct Dulili to cease work at any time by the provision of 7 days notice in writing, at the expiry of which Dulili’s engagement will terminate.
• Dulili can cease work at any time by the provision of 3 days notice in writing, at the expiry of which Dulili’s engagement will terminate, if:
  1. the Client fails to pay Fees in a timely manner and the Fees remain unpaid for 60 days following the due date for payment;
  2. the Client breaches any of these terms and conditions and fails to remedy the breach within 14 days after receiving notice of the breach; or

• the Client breaches any of these terms and conditions and the breach cannot be remedied.

• The Client will be liable for all Fees that have accrued up to that time that Dulili’s engagement terminates.
• Once Dulili’s engagement has terminated, Dulili will deliver to the Client all Materials provided to Dulili.

13. FORCE MAJEURE

Neither the Client nor Dulili will be liable to the other for delay or failure to perform its obligations under these terms and conditions if such delay or failure is caused by declaration of war, strikes, acts of God or the public enemy, riots, compliance with Government laws and regulations, delays in transit, inability to secure necessary governmental priorities or any fault beyond the Client’s or Dulili’s reasonable control or without the Client’s or Dulili’s fault or negligence.

14. DISPUTE RESOLUTION

In the event of any dispute between the Client and Dulili arising in connection with these terms and conditions, the Client and Dulili must both use best endeavors to settle such dispute amicably by negotiation, failing which the Client and Dulili must enter into mediation in Perth, Western Australia (or such other place agreed between the Client and Dulili in writing) to be conducted in accordance with the Institute of Arbitrators & Mediators Australia Mediation and Conciliation Rules by a mediator independent of the parties or, failing agreement, by a person nominated by the Chair of LEADR or his nominee.

15. ASSIGNMENT

• The Client must not assign any of the Client’s rights under these terms and conditions without Dulili’s prior written consent.
• Dulili may assign Dulili’s rights under these terms and condition to any person or entity Dulili deems appropriate without the Client’s consent.

16. SEVERANCE

If any part of these terms and conditions is deemed unenforceable, then if the provision would not be illegal or unenforceable if a word or words are omitted, that word or those words are severed, and the rest of these terms and conditions will continue to be legal and enforceable.

17. NOTICES

• Any notice given under these terms and conditions by either party to the other must be in writing and given by email, and deemed to be served on transmission.
• Notices to Dulili must be sent to info@dulilisolutions.com. Notices to the Client will be sent to the email address which the Client provided to Dulili at the time of engaging Dulili to provide the Services.

18. WAIVER

The failure of a party at any time to insist on performance of any obligation under these terms and conditions of the other party is not a waiver of its rights to insist on performance of, or claim damages for breach of, that obligation unless that party acknowledges in writing that the failure is waiver and at any other time to insist on performance of that or any other obligation of the other party under these terms and conditions.

19. CHANGES TO TERMS AND CONDITIONS

• Dulili may change these terms and conditions from time to time.
• Changes to these terms and conditions will not apply retrospectively.
• The Client can keep track of changes to these terms and conditions by referring to the version and the date last updated in the footer of the terms.

20. GOVERNING LAW

These terms and conditions shall be construed in accordance with and governed by the laws of the State of Western Australia and the Client and Dulili agree to submit to the non-exclusive jurisdiction of the courts of Western Australia.

21. DEFINITIONS

In these terms and conditions, unless the context otherwise requires:

Client means the person or entity specified as the “Client” in the Statement of Work or to whom the Quote is addressed.

Confidential Information means all information disclosed by the Client to Dulili and all information acquired by Dulili in the course of providing the Services, whether or not in material form including, without limitation, all information relating to the Client, any associated companies, the Client’s business, products and services which is or might reasonably be considered to be confidential including all electronic records, operational procedures, client and supplier lists, sales and marketing information, financial plans and records, business plans and methods but excluding any of the foregoing which is lawfully in the public domain at the time of its disclosure to Dulili.

Dulili means Dulili Solutions Pty Ltd.

Fees means the fees for the Services specified in the Quote or Statement of Work (as the case may be).

GST means a tax levied on the value of the Services supplied, and other money payable to Dulili for the Services, as defined in the GST Law.

GST Law means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Materials means all materials owned by the Client which may be provided to Dulili during the course of Dulili’s engagement by the Client.

Offsite means away from any designated location.

Onsite means the Client’s nominated place of business or location.

Project/Services Sign-off means a document or report provided to the Client upon completion of the Services or a stage of the Services to acknowledge completion of the same.

Quote means the quote for work/services to be delivered by Dulili.

Services means the services to be performed by Dulili as specified in the Quote or the Statement of Work or as otherwise agreed in writing between the Client and Dulili.

Statement of Work means the individually scoped body of work/services to be delivered by Dulili.