Contract Date: Will be date this document is accepted on Nube iO the Client Connectivity Establishment Form
Effective Date: Will be date communicated by Nube iO of service commencing
Location: Australia
Provider: Nube iO Operations Pty Ltd (“Nube iO”)
Address: 1/17 Cemetery Road, Helensburgh, N.S.W. 2508
ABN: 18 629 763 177
Client: Details per company entered into Nube iO Client Connectivity Establishment Form (the “Client”)
Address: As per Client submission on the Nube iO Client Connectivity Establishment Form
ABN: As per Client submission on the Nube iO Client Connectivity Establishment Form
BACKGROUND
- The Client is of the opinion that Nube iO has the necessary qualifications, experience and abilities to provide the Connectivity Services to the Client.
- Nube iO is agreeable to providing such Data Connectivity Service to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in these Terms & Conditions, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and Nube iO (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows;
Scope of Service
The client hereby agrees to engage Nube iO to provide the Client with the following services (the “Services”) and Nube iO hereby agrees to provide the following Data Connectivity Services (“Services”) to the Client:
1. Data Hosting: Secure data storage and management of Client’s data via Nube iO’s Australian-based outsourced data centers.
2. Visualization: The creation and maintenance of visual dashboards to assist the Client in understanding their data metrics.
3. 4G Connectivity: Enable mobile fourth-generation wireless (4G) data flow, the stage of broadband mobile communications via an Australian telecommunication network provider.
Detailed specifications for these services are outlined in Exhibit A attached to this contract.
Term of Agreement
4. The term of this Agreement (the “Term”) will begin on the “Effective Date” of this Agreement and will remain in full force and effect for a full twelve (12) months. The term will automatically renew for a further twelve (12) months unless cancelled by either party.
5. In the event that Either party wishes to terminate this Agreement prior to the end of the Twelve months, the Party will be required to provide thirty (30) days written notice to the other Party.
Performance
6. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect
Payment and Invoicing
7. Nube iO will charge the Client for the Services at the following rates as per the quotation previously provided;
Data Hosting of AUD $_ per quote provided per month + GST.
Visualisation of AUD $_ per quote provided per month + GST.
4G Data Connectivity of AUD $_ per quote provided at _Gb data per month + GST.
8. The Client must issue a valid Purchase Order to Nube iO at the commencement of the Data and Connectivity Services Agreement.
A Purchase Order must be provided to Nube iO within two (2) working days of the next calendar month if in the situation of an ongoing monthly subscription with fluctuating service quantities.
9. The Client will be invoiced either monthly or annually as per the quotation previously provided and the invoice sent electronically to the Client’s designated email address.
10. Invoices submitted by Nube iO to the Client are due 30 days from date of invoice. Any invoice in dispute must be communicated to Nube iO within 7 days of receipt and the reason for the dispute.
Interest on Late Payments
11. Interest payable on any overdue amounts under this Agreement is charged at a rate of 10.00% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.
Default on Payment
12. If the Client defaults on invoice payment for more than sixty days [60 days], Nube iO reserves the right to disable Services until the payment is made in full for the entire account.
Confidentiality
13. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of that Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
14. Nube iO agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which Nube iO has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply. during the Term and will survive indefinitely upon termination of this Agreement.
15. All written and oral information and material disclosed or provided by the Client to Nube iO under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the contractor.
Ownership of Intellectual Property
16. All intellectual property and related material (the “Intellectual Property”) that is developed or produced under this Agreement, will be the property of Nube iO. The Client is granted a non-exclusive limited-use license of this Intellectual Property. Any software produced during the course of this agreement may not be modified, reverse-engineered, or de-complied in any manner through current or future available technologies.
17. Tittle, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with Nube iO. Intellectual property rights include the look and feel of any software produced.
Return of Property
18. Upon expiry or termination of this Agreement, Nube iO will return to the Client any property, data, documentation, records, or Confidential Information which is the property of the Client within thirty days (30 Days).
Right of Substitution
19. Except as otherwise provided in this Agreement, Nube iO may, at Nube iO’s absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of Nube iO under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
20. In the event that Nube iO hires a sub-contractor;
- Nube iO will pay the sub-contractor for its services and the Compensation will remain payable by the Client to Nube iO
- For the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of Nube iO.
Autonomy
21. Except as otherwise provided in this Agreement, Nube iO will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. Nube iO will work autonomously and not at the direction of the Client. However, Nube iO will be responsive to the reasonable needs and concerns of the Client.
No Exclusivity
22. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
Notice
23. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses or as specified under clause 23 below;
A. Nube iO Operations Pty Ltd
1/17 Cemetery Road, Helensburgh NSW 2508
B. Client Details as entered per the Client Connectivity Establishment Form
Or to such other addresses as either Party may from time to time notify the other.
24. Notices and other communications to the either party hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by both parties.
Nube iO or the Client may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless the parties otherwise prescribes,
- Notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.
Indemnification
25. Except to extent paid in settlement from any applicable insurance policies, and to the extent by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this agreement.
Modification of Agreement
26. Any amendment or modification of this Agreement or additional obligations assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
Time of the Essence
27. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
Assignment
28. Nube iO will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
Entire Agreement
29. It is agreed there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
Enurment
30. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
Tittle/Headings
31. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Gender
32. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
Governing Law
33. This Agreement will be governed by and construed in accordance with the laws of the State of New South Wales, Australia.
Severability
34. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in the whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from this Agreement.
Waiver
35. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.