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This Master Services Agreement sets out the terms and conditions on which CG TECH Pty Ltd (ABN: 84 629 783 713) of Level 18, 324 Queen Street, Brisbane, Queensland 4000 (CG TECH, we, us, our) provides Services to its Clients (the Client, you, your), and together with CG TECH, ‘the parties’, and each a ‘party’.



1.          Formation and Precedence

1.1       The following documents form the Agreement:

a)                  this Master Services Agreement;

b)                  the Service Description/s;

c)                  the Quote; and

d)                  any other document forming part of the Agreement as agreed to in writing by the parties.

1.2       In the event of any conflict or inconsistency between one or more of the documents in the Agreement, for interpretation, the following will be the order of precedence:

a)                  the Quote;

b)                  the Service Description/s;

c)                  the terms of the Master Services Agreement; and

d)                  any other document forming part of the Agreement as agreed to in writing by the parties.

1.3       By proceeding with the Quote, the Client agrees the Master Services Agreement and the Service Description/s apply to the provision of Services under the Quote.


2.          Term

2.1       The term of the Master Services Agreement shall commence on the Commencement Date and shall continue to remain of full force and effect until such time as it is terminated by either party pursuant to clause 17 (Termination).

2.2       The term of each Quote is as specified in the Quote, unless terminated earlier by either party pursuant to clause 17 (Termination). The term will automatically extend for 12 months unless the Client notifies CG TECH in writing 90 days prior to the expiry date that it does not wish to extend.


3.          Services & Scope

3.1       CG TECH agrees to provide the Services during the term in accordance with this Agreement.

3.2       The scope of the Services to be provided by CG TECH will be as set out in the Quote and Service Description.

3.3       During the term, the Client agrees not to perform internally or engage or employ any person other than CG TECH to provide the Services. CG TECH may supply the Services or services similar to the Services to any third parties at any time as may be agreed between CG TECH and those third parties from time to time.

3.4       The method of delivering the Services shall be determined at the sole discretion of CG TECH and can be delivered via telephone, remotely or by onsite attendance. CG TECH must act reasonably in exercising such discretion.

3.5       CG TECH shall be at liberty to select and/or modify the technology, infrastructure and telecommunications networks that will be used to perform the Services so long as the Services comply with the Service Description and/or Quote.

4.          Client Obligations

4.1       The Client must (in addition to any other obligations set out in a Service Description or Quote):

a)                  comply with all laws;

b)                  provide CG TECH with all information, access to premises, computer and network systems and personnel necessary for CG TECH to provide the Services;

c)                  provide adequate conditions for CG TECH’s personnel at the Client’s premises (if required);

d)                  pay the Fees in accordance with the terms of the Agreement;

e)                  comply with any reasonable direction of CG TECH required in order for CG TECH to perform the Services and comply with its obligations under the Agreement; and

f)                    ensure that Client personnel do not use the Services to:

(i)              engage in any fraudulent, illegal or unlawful act;

(ii)             interfere with the efficiency, security or integrity of our network;

(iii)            transmit, publish or communicate material which is defamatory, offensive, abusive, indecent, menacing or unwanted;

(iv)           expose CG TECH to liability;

(v)            damage, interfere or interrupt the Services, or any telecommunications network, equipment, facilities or cabling owned or controlled by CG TECH or a supplier; or

(vi)           engage in conduct otherwise deemed inappropriate by CG TECH.

g)                  comply with the licence terms of all software installed or used in the provision of the Services.

h)                  not do or permit to do any act that breaches, or causes CG TECH to breach, a software licence installed or used in the provision of the Services.

4.2       CG TECH may request the Client or its personnel stop doing something which CG TECH reasonably believes is contrary to this clause and the Client must promptly comply with this request. If the Client does not, then CG TECH may take any steps it considers reasonably necessary to ensure compliance with this clause or the request, including suspending or terminating a Quote or this Agreement.

4.3       The Client acknowledges and agrees that:

a)                  CG TECH’s ability and obligation to provide the Services is subject to the Client complying with its obligations under this clause and any other limitation or exclusion set out in this Master Services Agreement, Service Description/s or Quote;

b)                  unless otherwise expressly included in a Quote, the cost of third-party application support consumables, replacement parts, hardware, software, network or server upgrades and any associated services are outside the scope of the Services and are the full responsibility of the Client; and

c)                  unless otherwise expressly included in a Quote, CG TECH is under no obligation to back up or otherwise retain data or applications not included in the Services.


5.          Change Control

5.1       If the Client wishes to change the scope of the Services (including requests for Additional Services or to upgrade or downgrade the Services), the Client shall submit details of the requested change(s) to CG TECH in writing, providing as much detail as CG TECH reasonably requires of the proposed changes (‘Change Notice’).

5.2       CG TECH shall make reasonable efforts to accommodate any changes to the scope of Services that may be requested by the Client in the Change Notice and the Client acknowledges that any such changes may result in variations to the Fees or impact other terms of this Agreement.

5.3       Within a reasonable time of CG TECH’s receipt of the Change Notice, CG TECH shall provide the Client with a written estimate of:

a)                  the likely time required to implement the changes;

b)                  any variations to the Fees arising from the changes;

c)                  the likely effect of the change on the Services;

d)                  any variations to the Service Levels arising from the changes; and

e)                  any other impact of the proposed changes on the terms of this Agreement.

(the ‘Change Proposal’).

5.4       Should the Client agree with the Change Proposal, the Client shall notify CG TECH of their acceptance in writing within seven (7) days following receipt of the Change Proposal, and CG TECH shall give effect to the agreed changes within the timeframe specified in the Change Proposal.

5.5       CG TECH has no obligation to proceed with any changes unless and until the parties have agreed in writing the necessary variations referenced in 5.3 above.

6.          Fees and Payment

6.1       The Client agrees to pay CG TECH the Fees as specified in the Quote or as otherwise provided by the Agreement.

6.2       In calculating the Fees, CG TECH is only required to take into account billing information generated or received by CG TECH or its Suppliers and may round up any charge to the nearest cent.

6.3       The Client agrees to pay CG TECH the Fees and any other fees owing under this Agreement within 14 days (or as otherwise agreed) of being provided with a Tax Invoice from CG TECH.

6.4       The Fees for the Services will be increased annually in accordance with the CPI for the preceding 12-month period and in accordance with any vendor increases or as otherwise specified in a Quote.

6.5       If the Client fails to pay an invoice within the time period stated in clause 6.3, CG TECH may do any one or more of the following:

a)                  charge interest on the amount owing at 2 percent per month;

b)                  restrict or suspend the Services in accordance with clause 7 below; and/or

c)                  terminate the Agreement, in accordance with clause 17 (Termination) of this Master Services Agreement.

6.6       If the Client pays by direct debit and its financial institution fails to honour the payment, the Client must pay to CG TECH the amount owing, plus any administration or fees.

6.7       The Client may dispute an amount invoiced by CG TECH but only in accordance with this clause.

6.8       Except to the extent that the Client raises a valid billing dispute, the Client agrees that the invoice is valid and payable, and the Client must pay any undisputed amount included in accordance with this clause.

6.9       To raise a valid billing dispute, the Client must:

a)                  make a good faith request to CG TECH to investigate the specific charges or invoice, providing reasons why the Client believes that a particular charge or invoice is incorrect; and

b)                  make any such request to CG TECH within 1 month of the date of the invoice.

6.10    If the Client raises a valid billing dispute, then CG TECH will conduct investigations which are reasonably necessary and appropriate in the circumstances of the dispute. If CG TECH determines that the invoiced amount was correct, the Client must pay the outstanding amount within 7 days. If the invoiced amount was incorrect, CG TECH will correct the invoice.

6.11    The Client may only make a claim that a charge or invoice is invalid if it does so within 1 month of the date of the invoice.

6.12    The Client agrees that it has no right of set-off under the Agreement.


7.          Suspension

7.1       CG TECH may temporarily suspend, downgrade or cancel (in part or in whole) the provision of the Services to the Client if:

a)                  CG TECH is required by law to do so;

b)                  the Client fails to comply with its obligations as per clause 4 (Client Obligations);

c)                  doing so is necessary to allow CG TECH or a Supplier to repair, maintain or service any part of the CG TECH Network or a Supplier Network used to supply the Service;

d)                  an emergency occurs, which affects or may affect CG TECH‘s ability to provide the Services;

e)                  such suspension is pursuant to clause 6.5 (late or non-payment of invoice); or

f)                    if Client is in breach of the Agreement.

7.2       If the Services are suspended or terminated as a result of clause 6.5 or Client has otherwise breached the Agreement, CG TECH may charge Client a reconnection fee to reconnect the Services.


8.          Intellectual Property Rights

8.1       No rights of ownership to Client Technology are transferred under the Agreement and the Client grants to CG TECH a non-exclusive, non-transferable licence to use its Intellectual Property Rights in Client Technology during the term, but strictly for the purposes of it performing the Services for the Client.

8.2       No rights of ownership to CG TECH Technology are transferred under the Agreement and CG TECH grants the Client a non-exclusive, non-transferable, revocable, royalty free licence to its Intellectual Property Rights in the CG TECH Technology, but only to the extent necessary for the Client to use any deliverable (which deliverable is expressly provided as part of the Services) embodying any such rights.

8.3       Unless otherwise agreed in a Quote, CG TECH will own any new intellectual property created in the course of providing the Services to the Client and will be licensed to the Client as per this clause.

8.4       All Client Data remains owned by the Client.

9.          Third Party Equipment and Software

9.1       Third-party equipment (hardware), software and peripheral products (‘Third Party Materials’) are covered by the warranties provided by the original manufacturer. Third party warranties may vary from product to product. It is the Client’s responsibility to consult the applicable product documentation for specific warranty information

9.2       To the maximum extent permitted by law, CG TECH expressly disclaims and excludes any and all warranties (whether express or implied), and offers no indemnities or guarantees, in respect of Third-Party Materials (including in relation to the availability, suitability, performance, interoperability with the Client’s system, or fitness for a particular purpose).

10.          Confidential Information

10.1    A party must not, without the prior written approval of the other party, disclose the other party’s Confidential Information.

10.2    Each party must take all reasonable steps to ensure that its employees and agents, and any sub- contractors engaged for the purposes of the Agreement, do not make public or disclose the other party’s Confidential Information.

10.3    A party is not in breach of this clause in circumstances where it is legally compelled to disclose the other party’s Confidential Information.

10.4    Notwithstanding any other provision of this clause the parties may disclose the terms of the Agreement (other than Confidential Information of a technical nature) to its related companies, solicitors, auditors, insurers and accountants.


11.          Public address identifiers

11.1    A Service may use one or more identifiers such as a telephone number, IP address or domain name (‘Public Address Identifiers’).

11.2    The Client must comply with the requirements of any Regulator or other body which administers Public Address Identifiers.

11.3    The Client acknowledge and agree that:

a)                  CG TECH does not control the allocation of Public Address Identifiers;

b)                  CG TECH is not liable to the Client if it is required to change any Public Address Identifier as a result of any direction given by a Regulator or other body which administers Public Address Identifiers; and

c)                  on cancellation of the Service, the Client’s right to use any related Public Address Identifier may cease.


12.          Limitation of Liability

12.1    The Services are provided on an “as is” and “as-available” basis, with all faults and without any warranty or condition, express, implied or statutory. To the maximum extent permitted by applicable law, CG Tech and its suppliers disclaim all warranties of any kind, whether express or implied, including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

12.2    If CG TECH is in breach of a condition or warranty implied by the Australian Consumer Law (‘ACL’) then the liability of CG TECH is, to the extent permitted, limited to the repair or replacement of the goods or paying the cost thereof or the resupply of the services or the cost of doing so.

12.3    Subject to clause 12.4, if a party is liable in connection with the Agreement (whether in contract, tort, or statute), then irrespective of anything else in this Agreement, that party’s cumulative liability will in no event exceed the sum of the Fees paid by the Client to CG TECH in the past 12 months (except that amounts paid or payable by the Client to CG TECH are in addition to this cap on liability in respect of the Client’s liability to CG TECH).

12.4    The limitation of liability in clause 12.3 does not apply to liability for:

a)                  personal injury and death;

b)                  damage to property (whether belonging to CG TECH or its Clients); or

c)                  fraud or willful misconduct.

12.5    Neither party will be liable for indirect or consequential loss, or loss of revenue, profits, opportunity business, anticipated savings or loss of data.


13.          Warranty

13.1    CG TECH warrants to the Client:

a)                  that it has the full right and title to enter into the Agreement; and

b)                  that the Services will be performed with due care and diligence.

13.2    The Client warrants to CG TECH:

a)                  that it has the full right and title to enter into the Agreement;

b)                  that no information has been withheld from CG TECH that may affect its decision to enter into the Agreement; and

c)                  that it has satisfied itself of the content of this Agreement and, if necessary, obtained independent advice from a relevant expert.

14.          Non-solicitation

14.1    The Client acknowledges that:

a)                  CG TECH takes time and expends money to train and develop its employees’ skills;

b)                  CG TECH’s employees have access to CG TECH’s clients and will gain knowledge of CG TECH’s business systems, methods, plans and pricing, and Confidential Information;

c)                  placement of CG TECH’s employees with the Client constitutes a ‘business dealing’;

d)                  the restraints imposed on the Client by this clause are reasonably necessary to protect the business dealings and interests of CG TECH;

e)                  damages alone would not be a sufficient remedy for breach by the Client of the restraints in this clause; and

f)                    CG TECH will be entitled to seek orders restraining the Client from any breach of obligations in this clause in addition to any orders that a court may make for any other remedy, including the payment of costs, interest and damages.

14.2    During placement of a CG TECH employee with the Client, the Client agrees not to solicit or approach the employee for the purpose of enticing them to terminate or reduce the extent of CG TECH’s business dealings with the Client. For clarity, the Client agrees:


a)                  The Client agrees that it will not solicit an employee from CG TECH to become an employee of, or contractor for, the Client.

b)                  The Client agrees that it will not enter into negotiations regarding employment or contract work with an employee of CG TECH.

c)                  The Client agrees that it will not accept an offer of employment or contract work from an employee of CG TECH.

d)                  The Client agrees to immediately report to a Company Director of CG TECH, any approach regarding employment or contract work, made by an employee of CG TECH.

14.3    The Client agrees that the restrictions in this clause will continue for the period of:


a)                  The duration of the work or employee placement with the Client; and

b)                  For 12 months after the work or the employee placement is completed, or if this is held to be unenforceable then 6 months, or if this is held to be unenforceable then 3 months after the work or the employee placement is completed.

14.4    If any provision of these restraints or any part of them is held to be unenforceable, void or voidable for any reason, then that provision or part will be severed, and the remainder of the restraint will continue in full force and effect.

14.5    This Clause will survive the termination of this Agreement.


15.          Privacy Law

15.1    Each party agrees to comply with all Privacy Laws in relation to any and all Personal Information that it collects from the other party in connection with the Agreement.

15.2    The Client consents to CG TECH collecting, using and disclosing its personal information in accordance with CG TECH’s privacy policy.


16.          Emergency Action

16.1    Should CG TECH form the opinion that any resources owned or operated by the Client may damage CG TECH or a third party, CG TECH may do anything necessary to cause the damaging resources to cease operation.

16.2    Any resulting emergency repairs are the responsibility of the Client to pay in a timely manner to ensure proper operation of the Services.

17.         Termination

17.1    Either party may terminate a Quote immediately by written notice upon the occurrence of one of the following events:

a)                  if the other party is in breach of this Agreement and has failed to remedy the breach within thirty (30) days written notice specifying the breach and requiring it to be remedied;

b)                  the other Party is in breach of this Agreement and the breach is not capable of remedy;

c)                  an Insolvency Event occurs in respect of the other party.

17.2    CG TECH may terminate a Quote for non-payment by the Client after providing the Client with 14 days’ notice and payment is not received within this period.

17.3    Either party may terminate the Master Services Agreement on 7 days’ notice to the other party if there are no current Quotes.

17.4    Termination of a Quote, either in whole or in part, does not affect other Quotes that are in place between the parties which remain in force unless terminated according to this clause.

17.5    Termination shall not prejudice or affect any right or action which shall have accrued or shall thereafter accrue to either party.

17.6    The following clauses survive termination this Agreement: Clause 8 (Intellectual Property Rights), Clause 9 (Third Party Software), Clause 10 (Confidential Information), Clause 12 (Liability), Clause 14 (Non-Solicitation), Clause 15 (Privacy Law), Clause 18 (Consequences of Termination), Clause 19 (Transition Out) and this clause 17.6.

18.          Consequences of Termination

18.1    Upon termination or expiration of a Quote or this Agreement:

a)                  except as may be required by clause 19 (Transition Out), CG TECH will cease performing the Services;

b)                  all money due by the Client to CG TECH under a Quote, including any recurring costs and any infrastructure, installation and other one-time costs incurred by CG TECH in connection with preparation for the provision of the Services must be paid in full. CG TECH retains a lien over and may retain all equipment, and data belonging to the Client, and deny the Client both physical and remote access to the Client’s equipment and data unless and until the Client’s account is paid in full;

c)                  the Client must remove its equipment and make good any damage to return CG TECH’s facilities to their original condition, fair wear and tear excepted;

d)                  each party must return to the other party or (if requested by the other party) destroy, all Confidential Information belonging to the other party; and

e)                  the Client must return (within 10 Business Days) to CG TECH or (if requested by CG TECH) destroy, all materials incorporating CG TECH Technology or new intellectual property belonging to CG TECH, in its possession or control.

18.2    Subject to clause 18.1b):

a)                  CG TECH will reasonably cooperate with the Client to minimise any adverse effect on the Client, and assist the Client (at the Client’s expense) with the de- installation and removal of the Client’s equipment from the data centre; and

b)                  if the Client does not remove the Client’s equipment within 14 days CG TECH may remove the Client’s equipment from the space and store it at the Client’s cost. Any equipment not picked up by the Client within a further 30 days will be deemed abandoned and CG TECH may dispose of it at CG TECH’s sole discretion.


19.          Transition Out

19.1    In the event Client gives CG TECH notice that it intends to transition-out all or part of the Services on termination or expiration of a Quote or the Agreement, the following provisions will apply:

a)                  such notice will not affect the Client’s obligations under clause 4 or any other obligations to pay money to CG TECH under the Agreement;

b)                  in accordance with the Transition Out Plan, CG TECH will provide such assistance as is reasonably necessary to facilitate an orderly, prompt and efficient transition of the Client’s Data and anything else reasonably necessary to migrate the Services to an alternative service provider or back to the Client; and

c)                  CG TECH agrees to answer questions and provide such other information as may be reasonably sought in relation to the transition by the alternative service provider or by the Client,

together (b) and (c) are the Transition Out Services.

19.2    The Client may only require CG TECH to provide the Transition Out Services during the period of time:

a)                  commencing on the date of termination of the Quote or Agreement; and

b)                  until two (2) months after the date of termination,

c)                  unless CG TECH otherwise agrees in writing to provide the Transition Out Services for a longer period of time.

19.3    The Client acknowledges and agrees that the fees for the Transition Out Services will be provided at CG TECH standard rates (or as agreed between the parties) and that such fees are payable to CG TECH under clause 5.

19.4    On completion of the Transition Out Services, CG TECH may remove any and all the Client Data relating to the Services from its servers 14 days after termination of a Quote or the Agreement.

20.          Force Majeure

20.1    If a party (‘Affected Party’):

a)                  is prevented from, or delayed in, performance an obligation (other than an obligation of the Client to pay money) by an event of force majeure; and

b)                  the Affected Party as soon as possible after the event of force majeure notifies the other party providing particulars of:

(vii)               the event of force majeure;

(viii)              the anticipated period of delay; and

(ix)  the action (if any action is reasonably possible) the Affected Party intends to take to mitigate the effect of the delay, then those obligations of the Affected Party are suspended for the duration of the event of force majeure.

c)                  The party which is not the Affected Party must use all reasonable endeavours to remove or mitigate its loss arising from, and the effects of, the event of force majeure.


21.          Goods and Services Tax

21.1    Unless expressly stated to the contrary all amounts expressed in the Agreement are exclusive of GST.

21.2    If a party (the Supplier) is obliged under the GST Law to pay an amount of GST for a taxable supply made by the Supplier to another party (the Recipient) under the Agreement, the Recipient must pay the Supplier an amount equal to the GST payable on the supply by the Supplier.

21.3    The Recipient must pay the amount referred to in clause 21.2 and any interests, penalties, fines or expenses relating to the GST, in addition to and at the same time as the consideration otherwise payable by the Recipient for the supply.

21.4    If requested by the Recipient, the Supplier must provide the Recipient with a Tax Invoice on or before payment of the amounts required by this clause.


21.          Disputes

22.1    Subject to clause 22.2, a party claiming that a dispute or disagreement has arisen out of, or in connection with, the Agreement (‘Dispute’) will, within five (5) Business Days of the Dispute arising, give written notice to the other party providing particulars of the Dispute (‘Notice of Dispute’).

22.2    The parties must meet at such location (including via telephone or video conference) as agreed within 5 Business Days of receipt of the Notice of Dispute, to seek to resolve the Dispute amicably.

22.3    If the Dispute has not been resolved within 20 Business Days (or such other time as mutually agreed between the parties) of receipt of the Notice of Dispute, the parties agree to refer the Dispute to mediation administrated by a mediator recommended and accredited by IAMA in accordance with IAMA’s professional mediation rules.

22.4    If the Dispute has not been resolved within 40 Business Days of receipt of the Notice of Dispute then (on the basis that the exhaustion of the dispute resolution process set out in this clause 22 is a condition precedent to the right of either party to commence court proceedings in relation to the Dispute) the party who first served the Notice of Dispute may commence litigation.

22.5    Any mediation discussions and proceedings undertaken in accordance with this clause constitutes Confidential Information and must take place in Brisbane (or as otherwise agreed).

22.6    Nothing in this clause prevents either party seeking injunctive or urgent declaratory relief for any matter (including to protect Confidential Information) arising out of, or in connection with, the Agreement.

22.7    Despite the existence of a Dispute, each party will at all times continue to fulfil all obligations under the Agreement, including in respect of confidentiality.


23.          Notices

23.1    Any notice or other communication to or by any party must be in writing and delivered to the other party by hand, post, or email (preferred), using the address specified for each party on the Quote or otherwise agreed to by the parties in writing.

23.2    Any notice issued by hand shall be deemed delivered upon delivery.

23.3    Any notice issued by post shall be deemed delivered 3 Business Days after posting if posted domestically, or 10 Business Days after posting if posted internationally.

23.4    Any notice issued via email shall be deemed to be delivered upon the email being sent, provided that if an email is sent out of Business Hours, it shall be deemed to be delivered at 9am on the next Business Day.

24.          PPS Act

24.1    To the extent that a Security Interest arises under the Agreement or any transaction contemplated by the Agreement:

a)                  the Client acknowledges that the Security Interest will attach to any proceeds or any accession;

b)                  the Client consents to CG TECH effecting a registration on the PPS Register (in any manner CG TECH considers appropriate) in relation to any Security Interest contemplated by the Agreement or the transactions contemplated by the Agreement, and the Client agrees to provide all assistance reasonably required to facilitate this (including paying all costs in connection with effecting, maintaining, amending or discharging that registration);

c)                  the Client waives the right to receive any verification statement (or notice of any verification statement) in respect of a registration made on the PPS Register;

d)                  the Client must not, without first giving CG TECH ten (10) business days’ notice, change its name, ABN or any other personal identifiers which is required to be recorded on the PPS Register in connection with any Security Interest arising under the Agreement or the transactions contemplated by the Agreement.

24.2    The Client and CG TECH agree, that to the extent section 115(1) of the PPS Act allows them to be excluded, sections 95 (to the extent that it requires CG TECH to give notice to the Client), 96, 121(4), 125, 130 (to the extent that it requires CG TECH to give notice to the Client), 132(3)(d), 132(4), 135, 142 and 143 do not apply to the enforcement by CG TECH of any Security Interest arising under the Agreement or the transactions contemplated by them.

24.3    For the purposes of this clause ‘accession’, ‘proceeds’ and ‘verification statement’ have the meaning given to those terms in the PPS Act.


25.1.    Governing Law

25.1    The Agreement is governed by and construed in accordance with the laws of Queensland.


26.1.  Miscellaneous

26.1    If a provision of this Agreement is illegal, invalid, unenforceable or void in a jurisdiction it is severed for that jurisdiction and the remainder of this Agreement has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected.

26.2    An amendment or variation to this Agreement is not effective unless it is in writing and signed by the parties.

26.3    The Client authorises CG TECH to make public announcements in newspapers, trade journals and other publications regarding the existence of this Agreement and to identify the Client as a Client of CG TECH in advertising or marketing materials.

26.4    A party’s waiver of a right under or relating to this Agreement, whether prospectively or retrospectively, is not effective unless it is in writing and signed by that party.

26.5    This Agreement may be executed in counterparts each of which will be considered an original but all of which will constitute one and the same instrument.

26.6    This Agreement is the entire agreement and understanding between the parties relating to the subject matter of this Agreement; and supersedes any prior agreement, representation (written or oral) or understanding on anything connected with that subject matter.


27.       Definitions

27.1    In this Agreement, capitalised terms of expressions have the meanings set out in this clause, unless expressed or implied to the contrary:

Additional Services means any Services provided to the Client not originally contemplated or indicated in the Agreement for which additional Fees will be payable.

Business Days means Monday – Friday, provided it is not a public holiday in Queensland.

Business Hours means 9:00am – 5:00pm on Business Days.

CG TECH means CG TECH Pty Ltd (ABN: 84 629 783 713) of Level 18, 324 Queen Street, Brisbane, Queensland 4000.

CG TECH Technology means all Intellectual Property Rights created, owned or licensed by CG TECH, excluding Client Technology.

Client means the party, ABN and address specified on the Quote.

Client Data means all data and information uploaded by the Client to storage infrastructure utilised by CG TECH for the provision of the Services to the Customer.

Client Technology means the Intellectual Property Rights of the Client which are created independently of the Agreement.

Commencement Date means the date the Client signs the Quote to indicate its acceptance of the Quote.

Confidential Information means, in relation to each party (for the purposes of this definition, the ‘Discloser’), all information disclosed by or on behalf of the Discloser, concerning or relating to:

a)    any Client Data;

b)    the fee and remuneration structure set out in the Agreement;

c)  know-how, trade secrets, ideas, marketing strategies, operational information, technical information and financial information;

d)  proprietary software tools, business processes, project management methodologies and tools, software testing and verification methods, solution architecture models and solutions;

e)  the business affairs (including products, services, customers and suppliers); and

f)    other information, which, by its nature or by the circumstances of its disclosure, is or could reasonably be expected to be regarded as confidential;

but excluding any such information:

a)    which is publicly known;

b)    which is disclosed to the other party without restriction by a third party (other than the Discloser) and without any breach of confidentiality by that third party; or

c)   which is developed independently by other party without reliance on any of the confidential information.

Fees means the amount payable by the Client for the Services, as set out in each Quote.

Insolvency Event means: (a) where the party is an individual, that party commits an act of bankruptcy or is declared bankrupt or insolvent or that party’s estate otherwise becomes liable to be dealt with under any law relating to bankruptcy or insolvency; (b) where the party is a company, a resolution is passed or Court order made for the winding up of that party or an administrator is appointed to that party pursuant to any relevant law; (c) a receiver or manager or receiver and manager is appointed to the assets or undertaking of the party or any part thereof; or (d) the party is unable to pay its debts as and when they fall due.

Intellectual Property Rights means all copyright, trademark rights, patent rights, and design rights, whether registered or unregistered, and all other rights to intellectual property as defined under article 2 of the convention establishing the World Intellectual Property Organization, and all rights to enforce any of the foregoing rights.

Master Services Agreement means the general terms that will govern the Client’s engagement of CG TECH to provide one or more of the Services.

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

PPS Act means the Personal Property Securities Act 2009 (Cth).

PPS Register means the register established under the PPS Act.

Privacy Law means the Privacy Act 1988 (Cth).

Quote means the document prepared by CG TECH detailing the Services and the Fees which has been signed by the Client to indicate its acceptance of the quote and together with the Master Services Agreement and the Service Description form the Agreement.

Security Interest has the same meaning given to it in the PPS Act.

Services means the IT services to be provided by CG TECH to the Client during the term of the Agreement, as detailed in each Service Description and Quote.

Service Levels means the target services levels set out in each Service Description (if any).

Service Description means the document which sets out the particular services to be provided by CG TECH to the Client and together with the Master Services Agreement and the Quote form the Agreement.

Tax Invoice means an invoice compliant with the requirements of the GST Law.

Transition Out Plan means the plan for the continuity and orderly transition of responsibility for the Services from CG TECH to the Client or another party, as mutually agreed to by the parties.