The Provider of the Services :
Galvanize Pty Ltd Trading As Galvanzie
A.B.N 11 601 174 967 (“Galvanize”, “Provider”)
of Level 2, 495 Victoria Avenue, Chatswood, NSW, 2067
RECITALS
A: Galvanize is in the business of providing Information Technology Consulting services.
B: The Client is any party; Company, Partnership, Sole Trader, Individual or any other party that has engaged the Provider to provide the Services via a Statement of Work, Proposal or verbal agreement pursuant to this Master Services Agreement.
C: The Client wishes to engage Galvanize and Galvanize has agreed to provide services on the terms and conditions of this agreement.
AGREEMENT
1 ENGAGEMENT AND TERM
1.1 ENGAGEMENT
Galvanize will provide the services set out a Statement of Work or Proposal for Services pursuant to this Master Services Agreement ("Services").
1.2 COMMENCEMENT
This agreement commences when the Client:
(a) requests, orders or otherwise asks Galvanize to provide any Services; (“Work Order”) and/or
(b) knowingly permits or allows Galvanize to provide any Services, and, upon that commencement, this agreement applies to any Services provided by Galvanize prior to that commencement.
1.3 TERM
This agreement will commence when the Client signs a Statement of Work, Proposal or otherwise engages the Provider for Services ("Commencement Date") pursuant to this Master Services Agreement and shall continue unless terminated pursuant to Clause 5 ("Term").
2 RELATIONSHIP OF PARTIES
2.1 Independent Contractor Only
The relationship of Provider to the Client is that of independent contractor and nothing in this agreement shall be deemed to constitute the Provider (including its employees, agents and contractors) as an officer, agent, employee or partner of the Client.
2.2 Payment of Employee Provisions
Galvanize acknowledges it has sole responsibility in relation to payment, if any, of superannuation, workers' compensation and taxes incidental to employment or engagement in respect of its own personnel. Galvanize further acknowledges that neither it nor its personnel have, pursuant to this agreement, any entitlement from the Client in relation to any form of employment or related benefit.
3 CONSULTING FEES
3.1 Rates
Galvanize’s rates for its services are set out in Work Order for Services. Such Rates will be effective for each individual engagement.
All rates are exclusive of GST.
Unless agreed otherwise, by Galvanize in writing, the Client will reimburse the Provider for any reasonable expenses incurred by it in the delivery of the requested services. Reasonable expenses will include all reasonably necessary travel expenses, accommodation and living expenses if the Services are provided outside the Sydney metropolitan area.
3.2 Payment Terms
The Client will pay Galvanize within 7 days of receipt of a correctly rendered tax invoice. A tax invoice is correctly rendered if:
(a the specified Charge is correctly calculated and due for payment; and
(b) the tax invoice is set out in a manner that enables the Client to ascertain the goods or services to which the tax invoice relates and the fees payable in respect of those goods or services.
If the invoice is not paid within 7 days of receipt, the Client may be subject to late payment charges. Such charges will be calculated from the date of the invoice at a rate of 2% compounded for every month or part thereof that the invoice remains unpaid. Galvanize’s right to claim late payment charges will be in addition to any other rights that Galvanize may have in the event that the Client fails to make any payment.
3.3 Rate Increase
Galvanize reserves the right to review consulting rates set out in any Work Order annually on the anniversary of the first Work Order and apply an increase of 3% or CPI, whichever is the greater. CPI percentage will be “Percentage Change from Corresponding Quarter of Previous Year ; All groups CPI ; Sydney;” measured in the quarter ending 30th September in the previous year by the Australian Bureau of Statistics.
3.4 Statutory Charges
Should any increase in statutory charges occur or any new tax or statutory charge be introduced for which Galvanize is responsible, Galvanize reserves the right to incorporate into or add onto its fee any such charge or tax. Any such incorporation into or addition onto its fees is not to be regarded as a rate review under clause 3.3.
4 FURTHER SERVICES
In this agreement “Galvanize Consultant” means the servants, agents or contractors (or any of them) through whom Galvanize performs or at any time performed the Services and, if any such agent or contractor is a corporation, the servants, agents or contractors (or any of them) of that corporation.
The Client shall not during the Term of this agreement and for a period of twelve months commencing from the termination of this agreement:
(a) employ, engage, hire or contract with; or
(b) refer or recommend to any third party (whether or not for a fee, commission or other financial reward), any Galvanize Consultant or any person or entity offering the services of any Galvanize Consultant.
The parties agree that a genuine estimate of the loss which will be suffered by Galvanize in the event of a breach of this clause is 17% of the annual equivalent of the total remuneration package which the relevant Galvanize Consultant was employed by the Client, whether or not the relevant Galvanize Consultant was so engaged at the time of the breach.
This clause shall have continuing effect and shall survive the termination of this agreement.
5 TERMINATION
Either party may terminate this agreement:
(a) at any time by giving the other party 90 days prior written notice (180 days is required during the initial 12 months of the contract) or such shorter notice as may be agreed; or
with immediate effect by giving written notice if:
(b) the other party commits a breach of this agreement or is in default of any warranty; and
(c) the defaulting party fails to correct such breach or default within 14 days of receiving written notice from the other party specifying such breach or default.
6 LIABILITY
To the extent permitted by law, Galvanize shall be under no liability to the Client in respect of any loss or damage (including consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of goods or services supplied pursuant to this agreement or in respect of a failure or omission on the part of Galvanize to comply with its obligations under this agreement.
To the extent permitted by law, the liability of Galvanize to any non-excludable liability, whether in respect of one or more incident or loss, is limited to the total value of the Work Order under which the Services are provided pursuant to this agreement.
The Client shall pay and keep indemnified Galvanize, its officers, employees and agents against all loss, liability, damage, expense or cost ("Loss") which Galvanize suffers, sustains or incurs as a result of or in connection with any act by the Client whether negligent, willful or otherwise. However, the extent of the indemnity provided by the Client shall be reduced proportionally to the extent that any act or omission of Galvanize, its officers, employees or agents contributed to the Loss.
The Client warrants that all and any working environment in which any Galvanize Consultant works during the continuance of this agreement is safe, including that any plant or equipment the Galvanize Consultant uses is safe.
The indemnities and warranties in this clause are continuing indemnities and warranties and shall survive the termination of this agreement.
7 CONFIDENTIALITY UNDERTAKING
In this clause "Confidential Information" means:
(a) confidential information relating to the Client or the Client's clients;
(b) information relating to personnel, policies or business strategies;
(c) the Services;
(d) the terms of this agreement.
Galvanize will not, without the prior written approval of the Client, disclose any Confidential information regarding the Client, its business or its clients except as is strictly necessary to perform Galvanize’s obligations to the Client as required by this agreement or as required by law.
8 THE CONTRACTED MATERIAL
In this clause, "Intellectual Property" means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, plant varieties, business and domain names, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields.
All material prepared by Galvanize, and listed in the Work Order, in relation to performing its duties under this agreement and during the Term of this agreement (“the Contracted Material”) shall be the sole property of the Client and the ownership of and any Intellectual Property subsisting in the Contracted Material shall vest in the Client.
Galvanize agrees to execute any documentation to enable the assignment of Intellectual Property rights to the Client.
As soon as practical after the termination of this agreement, Galvanize will deliver all Contracted Material to the Client and, if necessary, transfer any Intellectual Property in the Contracted Material to the Client upon full payment for the Contracted Material by the Client to Galvanize.
Galvanize will take all reasonable measures to ensure that the Contracted Material is used, copied, supplied or reproduced only for the purposes of this agreement.
Galvanize will own the copyright for all materials not specified by the Client and agreed in writing by Galvanize. In performing work for other clients, Galvanize will be free to use, disclose, modify, distribute and profit from any skill, knowledge, ideas, know-how, inventions, software objects and techniques which are acquired or developed by Galvanzie consultants performing work for the Client provided that that does not infringe the rights of the Client in relation to the Intellectual Property in the Contracted Materials.
Galvanize reserves the right to use any Trademarks, Logos or Copyright material owned by the Client for the sole purpose of advertising its Services to other parties that may require similar services.
9 DISPUTE RESOLUTION
9.1 Dispute Procedures
(a) If a Dispute under this agreement arises:
(1) the party claiming that a Dispute has arisen must give notice to the other party indicating the nature of the Dispute (Notice of Dispute);
(2) within 5 business days of receipt of the Notice of Dispute, a senior representative of each party must meet and attempt to resolve the Dispute within 10 business days of receipt of the Notice of Dispute;
(3) if the parties fail to resolve the Dispute within 10 business days of the receipt of the Notice of Dispute, the Managing Director of each party (or his or her nominee) must meet and attempt to resolve the Dispute for a period of up to 10 business days after the end of the period referred to in clause 9.1(a)(2); and
(4) if the parties fail to resolve the Dispute under clause 9.1(a)(3), the parties may take whatever action they consider necessary to resolve the Dispute;
(b) the Client may vary the timeframes in clause 9.1(a) by written notice to Galvanize.
9.2 Communications without prejudice
Communications between the parties during the process set out in clause 9.1, whether oral or in writing, will not be admissible as evidence in any legal process unless in writing and signed by both parties.
9.3 Continued performance of the agreement
Despite the existence of a Dispute, the parties must continue to perform their respective obligations under the agreement.
9.4 Urgent relief Nothing in this clause 9 prevents a party issuing proceedings where the only relief sought is urgent injunctive or urgent declaratory relief.
10 INSURANCES
10.1 Public liability
Galvanize must affect and maintain a public liability insurance policy in terms satisfactory to the Client covering the Client’s and Galvanize’s respective rights, interests and liabilities to third parties including the liability of Galvanize to the Client, for at least the amount specified in Item 1 of Schedule 1.
10.2 Professional Indemnity
Galvanize must effect and maintain a professional indemnity insurance policy in terms satisfactory to The Client with an indemnity limit of at least the amount specified in Item 2 of Schedule 1 which may arise during the existence of the policy, in respect of legal liability arising from a breach of professional duty or otherwise arising from any act, error or omission by Galvanize or its employees, agents or contractors.
10.3 Term of insurance
As at the Commencement Date, Galvanize must affect the insurance required by clauses 10.1 and 10.2 and must:
(a) continue to maintain the insurance required by clauses 10.1 and 10.2 whilst the Services are being performed; and
(b) maintain the insurance under clause 10.1 and 10.2 for at least 12 months, after the provision of the Services ceases, unless it is unable to continue to maintain the full insurance during this period as a consequence of circumstances beyond its control and the Client has given prior written approval.
10.4 Workers compensation insurance
(a) Galvanize must affect and maintain insurance at all times during the term of this agreement against any liability which may arise at common law or under any relevant workers or accident compensation legislation, in respect of any person employed by Galvanize in connection with the Services.
10.5 Notice of potential Claims
Galvanize must, as soon as practicable, notify the Client in writing of the occurrence of any event that may give rise to a Claim under any policy of insurance affected or maintained under this agreement. Galvanize must keep the Client informed of all subsequent action and developments concerning the Claim.
10.6 Evidence of Insurance
Whenever so requested by the Client in writing, Galvanize must within 10 business days provide, or procure provision of, evidence, to the Client’s reasonable satisfaction, that Galvanize or its subcontractors or assignees (as applicable) has obtained and maintained insurance required under clauses 10.1, 10.2, and 10.4 in accordance with this agreement.
11 OWNERSHIP
Galvanize reserves the following rights
11.1 ownership of the goods;
11.2 to enter the Client’s premises (or the premises of any associated company or agent where the goods are located) without liability for trespass or any resulting damage and retake possession of the goods; and
11.3 to keep or resell any goods repossessed pursuant to clause 11.5 below.in relation to any goods provided by Galvanize to the Client, whether or not such goods are:
11.4 installed in the Client’s premises;
11.5 affixed to any real property;
11.6 affixed or installed into any other equipment; or
11.7 operating as part of a number of pieces of equipment, until all accounts owed by the Client to the Buyer are fully paid:
In all cases, the risk of the goods shall pass to the Client upon delivery.
If the goods are resold by the Client before ownership to them passes to the Client, the Client shall hold such part of the proceeds of any such sale as represents the invoice price of the goods sold in a separate identifiable account as the beneficial property of Galvanize and shall pay such amount to Galvanize upon request. Notwithstanding the provisions above Galvanize shall be entitled to maintain an action against the Client for the purchase price.
12 MISCELLANEOUS
12.1 ENTIRE AGREEMENT
This agreement contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this agreement and has no further effect.
12.2 VARIATION
This agreement may not be varied except by agreement in writing signed by the parties.
12.3 CONFIDENTIALITY
The terms of this agreement are confidential and neither party may disclose the terms to any third party without the prior written consent of the other except as is required to obtain legal or financial advice.
12.4 ASSIGNMENT
Neither this agreement nor any rights or obligations hereunder may be assigned or otherwise transferred by either party without prior written consent of the other party.
12.5 APPLICABLE LAW
This agreement is governed by the law in force in New South Wales, Australia.
12.6 SEVERABILITY
If a provision of this agreement is found to be invalid or void the remainder of this agreement has full force and effect.
Schedule 1
Item 1
Minimum limit of public liability insurance
AUD$1 Million for any one occurrence and in the aggregate in respect of product liability arising out of the provision of Information Technology.
Item 2
Minimum limit of professional indemnity insurance
Amount specified on any Work Order for any one claim and in the aggregate.
Galvanize Pty Ltd Trading As Galvanzie
A.B.N 11 601 174 967 (“Galvanize”, “Provider”)
of Level 2, 495 Victoria Avenue, Chatswood, NSW, 2067
RECITALS
A: Galvanize is in the business of providing Information Technology Consulting services.
B: The Client is any party; Company, Partnership, Sole Trader, Individual or any other party that has engaged the Provider to provide the Services via a Statement of Work, Proposal or verbal agreement pursuant to this Master Services Agreement.
C: The Client wishes to engage Galvanize and Galvanize has agreed to provide services on the terms and conditions of this agreement.
AGREEMENT
1 ENGAGEMENT AND TERM
1.1 ENGAGEMENT
Galvanize will provide the services set out a Statement of Work or Proposal for Services pursuant to this Master Services Agreement ("Services").
1.2 COMMENCEMENT
This agreement commences when the Client:
(a) requests, orders or otherwise asks Galvanize to provide any Services; (“Work Order”) and/or
(b) knowingly permits or allows Galvanize to provide any Services, and, upon that commencement, this agreement applies to any Services provided by Galvanize prior to that commencement.
1.3 TERM
This agreement will commence when the Client signs a Statement of Work, Proposal or otherwise engages the Provider for Services ("Commencement Date") pursuant to this Master Services Agreement and shall continue unless terminated pursuant to Clause 5 ("Term").
2 RELATIONSHIP OF PARTIES
2.1 Independent Contractor Only
The relationship of Provider to the Client is that of independent contractor and nothing in this agreement shall be deemed to constitute the Provider (including its employees, agents and contractors) as an officer, agent, employee or partner of the Client.
2.2 Payment of Employee Provisions
Galvanize acknowledges it has sole responsibility in relation to payment, if any, of superannuation, workers' compensation and taxes incidental to employment or engagement in respect of its own personnel. Galvanize further acknowledges that neither it nor its personnel have, pursuant to this agreement, any entitlement from the Client in relation to any form of employment or related benefit.
3 CONSULTING FEES
3.1 Rates
Galvanize’s rates for its services are set out in Work Order for Services. Such Rates will be effective for each individual engagement.
All rates are exclusive of GST.
Unless agreed otherwise, by Galvanize in writing, the Client will reimburse the Provider for any reasonable expenses incurred by it in the delivery of the requested services. Reasonable expenses will include all reasonably necessary travel expenses, accommodation and living expenses if the Services are provided outside the Sydney metropolitan area.
3.2 Payment Terms
The Client will pay Galvanize within 7 days of receipt of a correctly rendered tax invoice. A tax invoice is correctly rendered if:
(a the specified Charge is correctly calculated and due for payment; and
(b) the tax invoice is set out in a manner that enables the Client to ascertain the goods or services to which the tax invoice relates and the fees payable in respect of those goods or services.
If the invoice is not paid within 7 days of receipt, the Client may be subject to late payment charges. Such charges will be calculated from the date of the invoice at a rate of 2% compounded for every month or part thereof that the invoice remains unpaid. Galvanize’s right to claim late payment charges will be in addition to any other rights that Galvanize may have in the event that the Client fails to make any payment.
3.3 Rate Increase
Galvanize reserves the right to review consulting rates set out in any Work Order annually on the anniversary of the first Work Order and apply an increase of 3% or CPI, whichever is the greater. CPI percentage will be “Percentage Change from Corresponding Quarter of Previous Year ; All groups CPI ; Sydney;” measured in the quarter ending 30th September in the previous year by the Australian Bureau of Statistics.
3.4 Statutory Charges
Should any increase in statutory charges occur or any new tax or statutory charge be introduced for which Galvanize is responsible, Galvanize reserves the right to incorporate into or add onto its fee any such charge or tax. Any such incorporation into or addition onto its fees is not to be regarded as a rate review under clause 3.3.
4 FURTHER SERVICES
In this agreement “Galvanize Consultant” means the servants, agents or contractors (or any of them) through whom Galvanize performs or at any time performed the Services and, if any such agent or contractor is a corporation, the servants, agents or contractors (or any of them) of that corporation.
The Client shall not during the Term of this agreement and for a period of twelve months commencing from the termination of this agreement:
(a) employ, engage, hire or contract with; or
(b) refer or recommend to any third party (whether or not for a fee, commission or other financial reward), any Galvanize Consultant or any person or entity offering the services of any Galvanize Consultant.
The parties agree that a genuine estimate of the loss which will be suffered by Galvanize in the event of a breach of this clause is 17% of the annual equivalent of the total remuneration package which the relevant Galvanize Consultant was employed by the Client, whether or not the relevant Galvanize Consultant was so engaged at the time of the breach.
This clause shall have continuing effect and shall survive the termination of this agreement.
5 TERMINATION
Either party may terminate this agreement:
(a) at any time by giving the other party 90 days prior written notice (180 days is required during the initial 12 months of the contract) or such shorter notice as may be agreed; or
with immediate effect by giving written notice if:
(b) the other party commits a breach of this agreement or is in default of any warranty; and
(c) the defaulting party fails to correct such breach or default within 14 days of receiving written notice from the other party specifying such breach or default.
6 LIABILITY
To the extent permitted by law, Galvanize shall be under no liability to the Client in respect of any loss or damage (including consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of goods or services supplied pursuant to this agreement or in respect of a failure or omission on the part of Galvanize to comply with its obligations under this agreement.
To the extent permitted by law, the liability of Galvanize to any non-excludable liability, whether in respect of one or more incident or loss, is limited to the total value of the Work Order under which the Services are provided pursuant to this agreement.
The Client shall pay and keep indemnified Galvanize, its officers, employees and agents against all loss, liability, damage, expense or cost ("Loss") which Galvanize suffers, sustains or incurs as a result of or in connection with any act by the Client whether negligent, willful or otherwise. However, the extent of the indemnity provided by the Client shall be reduced proportionally to the extent that any act or omission of Galvanize, its officers, employees or agents contributed to the Loss.
The Client warrants that all and any working environment in which any Galvanize Consultant works during the continuance of this agreement is safe, including that any plant or equipment the Galvanize Consultant uses is safe.
The indemnities and warranties in this clause are continuing indemnities and warranties and shall survive the termination of this agreement.
7 CONFIDENTIALITY UNDERTAKING
In this clause "Confidential Information" means:
(a) confidential information relating to the Client or the Client's clients;
(b) information relating to personnel, policies or business strategies;
(c) the Services;
(d) the terms of this agreement.
Galvanize will not, without the prior written approval of the Client, disclose any Confidential information regarding the Client, its business or its clients except as is strictly necessary to perform Galvanize’s obligations to the Client as required by this agreement or as required by law.
8 THE CONTRACTED MATERIAL
In this clause, "Intellectual Property" means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, plant varieties, business and domain names, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields.
All material prepared by Galvanize, and listed in the Work Order, in relation to performing its duties under this agreement and during the Term of this agreement (“the Contracted Material”) shall be the sole property of the Client and the ownership of and any Intellectual Property subsisting in the Contracted Material shall vest in the Client.
Galvanize agrees to execute any documentation to enable the assignment of Intellectual Property rights to the Client.
As soon as practical after the termination of this agreement, Galvanize will deliver all Contracted Material to the Client and, if necessary, transfer any Intellectual Property in the Contracted Material to the Client upon full payment for the Contracted Material by the Client to Galvanize.
Galvanize will take all reasonable measures to ensure that the Contracted Material is used, copied, supplied or reproduced only for the purposes of this agreement.
Galvanize will own the copyright for all materials not specified by the Client and agreed in writing by Galvanize. In performing work for other clients, Galvanize will be free to use, disclose, modify, distribute and profit from any skill, knowledge, ideas, know-how, inventions, software objects and techniques which are acquired or developed by Galvanzie consultants performing work for the Client provided that that does not infringe the rights of the Client in relation to the Intellectual Property in the Contracted Materials.
Galvanize reserves the right to use any Trademarks, Logos or Copyright material owned by the Client for the sole purpose of advertising its Services to other parties that may require similar services.
9 DISPUTE RESOLUTION
9.1 Dispute Procedures
(a) If a Dispute under this agreement arises:
(1) the party claiming that a Dispute has arisen must give notice to the other party indicating the nature of the Dispute (Notice of Dispute);
(2) within 5 business days of receipt of the Notice of Dispute, a senior representative of each party must meet and attempt to resolve the Dispute within 10 business days of receipt of the Notice of Dispute;
(3) if the parties fail to resolve the Dispute within 10 business days of the receipt of the Notice of Dispute, the Managing Director of each party (or his or her nominee) must meet and attempt to resolve the Dispute for a period of up to 10 business days after the end of the period referred to in clause 9.1(a)(2); and
(4) if the parties fail to resolve the Dispute under clause 9.1(a)(3), the parties may take whatever action they consider necessary to resolve the Dispute;
(b) the Client may vary the timeframes in clause 9.1(a) by written notice to Galvanize.
9.2 Communications without prejudice
Communications between the parties during the process set out in clause 9.1, whether oral or in writing, will not be admissible as evidence in any legal process unless in writing and signed by both parties.
9.3 Continued performance of the agreement
Despite the existence of a Dispute, the parties must continue to perform their respective obligations under the agreement.
9.4 Urgent relief Nothing in this clause 9 prevents a party issuing proceedings where the only relief sought is urgent injunctive or urgent declaratory relief.
10 INSURANCES
10.1 Public liability
Galvanize must affect and maintain a public liability insurance policy in terms satisfactory to the Client covering the Client’s and Galvanize’s respective rights, interests and liabilities to third parties including the liability of Galvanize to the Client, for at least the amount specified in Item 1 of Schedule 1.
10.2 Professional Indemnity
Galvanize must effect and maintain a professional indemnity insurance policy in terms satisfactory to The Client with an indemnity limit of at least the amount specified in Item 2 of Schedule 1 which may arise during the existence of the policy, in respect of legal liability arising from a breach of professional duty or otherwise arising from any act, error or omission by Galvanize or its employees, agents or contractors.
10.3 Term of insurance
As at the Commencement Date, Galvanize must affect the insurance required by clauses 10.1 and 10.2 and must:
(a) continue to maintain the insurance required by clauses 10.1 and 10.2 whilst the Services are being performed; and
(b) maintain the insurance under clause 10.1 and 10.2 for at least 12 months, after the provision of the Services ceases, unless it is unable to continue to maintain the full insurance during this period as a consequence of circumstances beyond its control and the Client has given prior written approval.
10.4 Workers compensation insurance
(a) Galvanize must affect and maintain insurance at all times during the term of this agreement against any liability which may arise at common law or under any relevant workers or accident compensation legislation, in respect of any person employed by Galvanize in connection with the Services.
10.5 Notice of potential Claims
Galvanize must, as soon as practicable, notify the Client in writing of the occurrence of any event that may give rise to a Claim under any policy of insurance affected or maintained under this agreement. Galvanize must keep the Client informed of all subsequent action and developments concerning the Claim.
10.6 Evidence of Insurance
Whenever so requested by the Client in writing, Galvanize must within 10 business days provide, or procure provision of, evidence, to the Client’s reasonable satisfaction, that Galvanize or its subcontractors or assignees (as applicable) has obtained and maintained insurance required under clauses 10.1, 10.2, and 10.4 in accordance with this agreement.
11 OWNERSHIP
Galvanize reserves the following rights
11.1 ownership of the goods;
11.2 to enter the Client’s premises (or the premises of any associated company or agent where the goods are located) without liability for trespass or any resulting damage and retake possession of the goods; and
11.3 to keep or resell any goods repossessed pursuant to clause 11.5 below.in relation to any goods provided by Galvanize to the Client, whether or not such goods are:
11.4 installed in the Client’s premises;
11.5 affixed to any real property;
11.6 affixed or installed into any other equipment; or
11.7 operating as part of a number of pieces of equipment, until all accounts owed by the Client to the Buyer are fully paid:
In all cases, the risk of the goods shall pass to the Client upon delivery.
If the goods are resold by the Client before ownership to them passes to the Client, the Client shall hold such part of the proceeds of any such sale as represents the invoice price of the goods sold in a separate identifiable account as the beneficial property of Galvanize and shall pay such amount to Galvanize upon request. Notwithstanding the provisions above Galvanize shall be entitled to maintain an action against the Client for the purchase price.
12 MISCELLANEOUS
12.1 ENTIRE AGREEMENT
This agreement contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this agreement and has no further effect.
12.2 VARIATION
This agreement may not be varied except by agreement in writing signed by the parties.
12.3 CONFIDENTIALITY
The terms of this agreement are confidential and neither party may disclose the terms to any third party without the prior written consent of the other except as is required to obtain legal or financial advice.
12.4 ASSIGNMENT
Neither this agreement nor any rights or obligations hereunder may be assigned or otherwise transferred by either party without prior written consent of the other party.
12.5 APPLICABLE LAW
This agreement is governed by the law in force in New South Wales, Australia.
12.6 SEVERABILITY
If a provision of this agreement is found to be invalid or void the remainder of this agreement has full force and effect.
Schedule 1
Item 1
Minimum limit of public liability insurance
AUD$1 Million for any one occurrence and in the aggregate in respect of product liability arising out of the provision of Information Technology.
Item 2
Minimum limit of professional indemnity insurance
Amount specified on any Work Order for any one claim and in the aggregate.