Terms and Conditions

1.1 PERFORMANCE OF SERVICES

1.1.1 Services performed by QuantSec shall be in accordance with these Terms and Conditions and as provided for in the applicable Engagement Authorisation Letter (“Engagement Authorisation Letter”).

1.1.2 The services to be undertaken by QuantSec (“Services”) shall be as specified in the proposed scope of the Proposal (“Proposal”) referenced in the Engagement Authorisation Letter.

1.1.3 Following signature of the Engagement Authorisation Letter by (“Customer”), any variations to the Services shall only be effective and binding on the parties if they are evidenced by written agreement signed by both parties.

1.1.4 QuantSec warrants that the Services shall be performed in a professional and timely manner by qualified professional personnel, and that the quality of the work shall conform to the standards generally observed in the industry for similar services.

1.1.5 QuantSec shall use reasonable endeavours to complete the Services in accordance with the timeframes specified in the Proposal. However, both parties acknowledge and agree that the nature of Services is such that it is not possible to provide absolute timeframes for completion of the simulations, and that the timeframes specified in the Proposal have the status of best estimates. Particularly, delays in the Customer providing QuantSec with required information or access, may render specified timeframes infeasible.

1.2 CUSTOMER OBLIGATION

1.1.6 QuantSec shall issue the invoice for the Services up to five (5) working days following submission of the any work performed. For prepaid work, weekly timesheets will be issued instead.

1.1.7 Customer acknowledges and agrees that QuantSec is not liable for any loss or damage suffered by Customer because of QuantSec accessing or seeking to access its systems or data within the scope of the Services.

1.3 INTELLECTUAL PROPERTY

1.3.1 QuantSec retains ownership of all Intellectual Property Rights in its own materials which were in existence before commencement of the delivery of the Services (or created independently of them) and, to the extent necessary, licences such pre-existing materials in the Deliverables to Customer for its use.

1.3.2 Unless otherwise agreed by the parties, all Intellectual Property Rights in newly created materials will be owned by Customer and QuantSec will do all things necessary to assign or transfer ownership of any newly created materials to Customer.

1.3.3 Customer grants QuantSec a non-exclusive, non-transferable licence to use the Intellectual Property Rights in the newly created material for the sole purpose of performing the Services.

1.4 FEES & PAYMENTS

1.1.8 The fee payable by Customer for the Services is as specified in the Proposal. Additionally, if specified in the Proposal, QuantSec reserves the right to request reimbursement of travel and subsistence charges reasonably incurred in the performance of the Services.

1.1.9 QuantSec reserves the right to charge additional fees at its then prevailing standard rates if the scope of the Services is increased by the Customer or if the work required to perform the Services is increased because of any failure by the Customer to provide information or resources reasonably required by QuantSec to undertake the work.

1.1.10 All proper invoices duly issued by QuantSec shall be paid within 14 calendar days of receipt by Customer. QuantSec prefers payment by electronic funds transfer to the account specified by QuantSec in the invoice.

1.5 CONFIDENTIALITY

1.1.11 QuantSec acknowledges that during performing the Services QuantSec may gain access to information relating to the Customer’s systems, data and business operations of a highly confidential nature. Accordingly, QuantSec undertakes that it will:

 i. treat all information relating to or held by Customer as Confidential (subject to clause 5.2 below);

 ii. ensure that all such Confidential information is held in strict confidence by QuantSec and is not disclosed to any third party without the prior written permission of Customer;

 iii. ensure that all such Confidential information is only disclosed to QuantSec employees strictly on a “need to know” basis and that all employees receiving such confidential information shall be made aware of their obligations in respect thereof;

 iv. immediately notify Customer in writing if QuantSec suspects that any Confidential information may have been accessed by any unauthorised party; and

 v. ensure that all reports containing Confidential information are sent to Customer using an agreed secure document delivery system.

1.1.12 Customer acknowledges that information relating to QuantSec methodologies for Services and its commercial terms are confidential. Accordingly, Customer shall abide by the same obligations regarding such information as those set out in clause 5.1 above relating to QuantSec ensuring the confidentiality of Customer’s information.

1.1.13 It is agreed that information shall not be regarded as “Confidential” for the purposes of this Agreement if it is:

 vi. lawfully disclosed to the recipient party by a third party;

 vii. in the public domain (other than through a breach of this Agreement).

1.1.14 The obligations of Confidentiality applying to QuantSec hereunder shall apply for a period of three (3) years.

1.6 LIMITATION OF LIABILITY

1.1.15 QuantSec shall use all reasonable care in the performance of the Services which shall be performed in a professional and timely manner by qualified professional personnel in accordance with the standards generally observed in the industry for similar services. Subject thereto, and to the maximum extent permitted by any applicable law, QuantSec makes no warranty or representation as to the performance of any Services.

1.1.16 QuantSec’s total aggregate liability to Customer in respect of any and all costs, claims, losses, damages, demands and expenses incurred by Customer (whether for breach of contract, in tort (including negligence) or otherwise) arising out of or in connection with the carrying out of the Services, is limited to the fees paid to QuantSec for the portion of its services or work products giving rise to liability.

1.1.17 QuantSec will not be liable for any direct or indirect loss, cost or damage suffered by Customer because of QuantSec performing the Services including QuantSec and its authorised representatives obtaining and seeking to obtain unauthorised access to Customer systems and data.

1.1.18 Under no circumstances will QuantSec be liable for any indirect or consequential loss or damage including, without limitation, damages for loss of business revenues, business profits, business interruption, loss of business information, or other pecuniary loss arising out of the performance of the Services.

1.1.19 Customer indemnifies QuantSec against all liabilities, claims, costs and expenses collectively referred to as “Loss” (including any GST payable by QuantSec on amounts paid by Customer under this indemnity) incurred by QuantSec in respect of any claim by a third party which is related to, arises out of, or is in any way associated with the Services. However, the indemnity does not apply to any Loss in respect of any matters which are finally determined to have resulted from QuantSec’s negligent, wrongful or wilful acts or omissions.

1.7 MISCELLANEOUS

1.1.20 Neither party shall within a period of six months following the date of this Agreement approach directly or indirectly with a view to employing, engaging or sub-contracting on any basis whatsoever any person who has been involved in the performance of this Agreement under the employ of the other party.

1.1.21 If any provision set out in these terms and conditions is determined to be invalid under the operation of any applicable law but would be valid if it included certain exceptions, then the provision shall be deemed to include such exceptions. Subject to any such determination that any provision is invalid, such determination shall cause such provision to be deemed severed from the remainder of the terms and to be invalid and unenforceable.

1.1.22 This Agreement is governed by the laws of the State of New South Wales and the Commonwealth of Australia.

1.1.23 Any dispute relating to the subject matter of this Agreement shall be submitted to mediation prior to any other dispute resolution process being invoked. The parties will agree a mediator within twenty-one (21) calendar days of either party giving the other written notice of intention to invoke mediation. If the parties cannot agree on a mediator, then the dispute will be referred to the Australian Commercial Disputes Centre.

1.1.24 All mediation proceedings will be conducted in accordance with the ACDC Mediation Guidelines.