STANDARD TERMS AND CONDITIONS FOR SERVICES & SOFTWARE

These terms and conditions apply to all Services to be provided by Clockwork Software Pty Limited ABN 16 130 167 636 (“Clockwork”) of Unit 8, 183 High Street North Sydney, NSW 2060, Australia to the Customer named in the Statement of Work document (“SOW”) agreed to and signed by Clockwork and that Customer except to the extent otherwise set out in the SOW.

1. Definitions

1.1 In the Agreement, unless the contrary intention appears:

"Additional Charges" means fees and expenses over and above those specified in the SOW and which are in accordance with Clockwork's standard time and materials rates in effect from time to time;

"Agreement" means the agreement between the Parties for the provision of Services being the SOW and these Terms and Conditions;

"Charges" means the fees and expenses payable by the Customer to Clockwork under the Agreement including any Additional Charges;

"Confidential Information" means any and all information which is disclosed by a party (“Discloser”) to the other (“Recipient”) verbally, electronically, visually or in written or other tangible form which is identified as, or by its nature reasonably understood to be, confidential or proprietary.  Clockwork’s Confidential Information includes its policies, strategies, the Deliverables, the terms and conditions of the Agreement including pricing and any proposals or other documents whether or not disclosed prior to or after the date of the SOW.

Customer” means the customer named in the SOW.

"Deliverable" means where specified in the SOW, any specific result or outcome of the Services to be provided to the Customer and includes any associated materials developed by Clockwork pursuant to the SOW;

"Force Majeure" means a circumstance beyond the reasonable control of a Party which results in that Party being unable to observe or perform on time an obligation (other than an obligation to pay money). Such circumstances include but are not be limited to:

(a)           acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster;

(b)          acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution;

(c)           strikes; and

(d)          the acts or omissions of the other Party;

"Intellectual Property Rights" means any industrial or intellectual property rights including copyright, trade mark, design, patent, semiconductor or circuit layout rights;

"Party" means either Clockwork or the Customer as the context dictates;

"Software" means, software owned by Clockwork, which is either used in providing the services, integrated into the deliverables or licensed to the Customer under this agreement.

"Services" means the services specified in the SOW;

"Terms and Conditions" means these Clockwork standard terms and conditions for the provision of Services.