Standard Terms

Purpose

These are the summary standard terms and conditions for any contracts and work undertaken by Lodestone Solutions for its Clients. By engaging Lodestone to undertake work and/or by paying Lodestone invoices the Client agrees to these terms and conditions. These terms and conditions apply unless there is an agreed and signed contract in place.

Lodestone Services

We provide our services on a best endeavours basis and strive to be consistent with any defined Scope of Works. We will provide personnel who have the required skill and expertise to provide the Services.

Confidential Information

The Client agrees to maintain the confidentiality of Confidential Information and shall not use or disclose the Confidential Information without obtaining the prior written consent of Lodestone unless such disclosure is compelled by law.

Client Obligations

The Client agrees to cooperate fully with Lodestone staff, and provide timely and competent responses to requests for information and other queries. The client will at all times remain responsible to ensure that any services provided by us are adequate for their needs in respect of system administration, security, back-ups of data and information, restoration and recovery actions; and the client must maintain adequate disaster recovery procedures (including but not limited to manual operations). Other client obligations are set out in our full terms and conditions document.

Human Resources Restraint

During the Term of any engagement of our Services and for an additional period of thirty six months beyond the Term, the Client will not directly or indirectly seek to employ or otherwise engage or commission the services of any Lodestone representatives, staff, employees, subcontractors; or those of our partner organisations or our suppliers.

Limitation of Liability

To the full extent permitted by law, Lodestone excludes all liability, and will not be liable, in respect of loss of data, interruption of business or any consequential, indirect or incidental damages or losses including but not limited to loss of profits, loss from business administration services or any other ancillary services. To the full extent permitted by law, Lodestone excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in these Standard Terms and Conditions. To the full extent permitted by law, Lodestone excludes all liability, and will not be liable for any loss or damage resulting from any delay in the delivery of the Services, however and for what any reason that delay occurs.

Lodestone’s total aggregate liability for all claims relating to these Standard Terms and Conditions, howsoever arising (whether for negligence, breach of contract, or any case whatsoever) is limited to the Fee payable for the Module of work related to the claim and does not include any Fee otherwise payable for Services performed and provided for work that does not form part of any claim.

Termination

In the event Lodestone provides the Services, but the Client are of the view the works are not acceptable, Lodestone at its sole discretion may terminate the Services and the Client agrees to pay all outstanding invoices for work completed up to and including the date of termination.

Intellectual Property Rights

Lodestone retains the ownership and title in all Intellectual Property that results from the provision of the Services and such Intellectual Property rights shall not pass to the Client unless agreed in writing and signed by all parties and forms part or all of the Scope of Works and all outstanding Fees and Invoices are settled in full.

Acceptance

All Services and or other deliverables generated by Lodestone under these Standard Terms and Conditions shall be deemed to be complete and accepted by the Client upon delivery. Payment of any and all outstanding fees and Invoices become due and payable upon delivery of the Services.

Warranties

Lodestone do not warrant that the provision of the Services consistent with the Scope of Works will deliver any specific product, service or outcome unless specified in the Scope of Works and then only to the extent specified. Lodestone do not warrant that the provision of the Services will result in goods and services that operate error free, uninterrupted or otherwise fail. Lodestone do not warrant that it’s Services will result in a product that is fit for the Client’s particular purposes or will meet the Client’s specific, unique or individual requirements, unless otherwise clearly specified in the Scope of Works.

Indemnity

The Client agrees to fully indemnify and keep Lodestone fully indemnified from and against all actions, demands, costs (on a full indemnity basis), losses, penalties, damages, liability, claims and expenses (including but not limited to legal fees) whatsoever incurred by Lodestone arising from any of the following:

(a) any data the Client provides to Lodestone in the course of Lodestone providing the Services that may become compromised under any circumstances whatsoever, including but not limited to confidential information protected under the Privacy Act 1988;
(b) the Client’s material breach of these Standard Terms and Conditions;
(c) the Client’s negligence;
(d) the Client’s use or misuse of any hosting environment;
(e) the Client’s infringing (whether or not knowingly) third party rights (including without limitation a third party’s Intellectual Property Rights).

General

These Standard Terms and Conditions shall be governed by and interpreted in accordance with New South Wales Australian law and that the courts of New South Wales, Australia shall have jurisdiction in relation to any claim or matter arising under or in connection with these Standard Terms and Conditions or the legal relationship established between the Client and Lodestone by these Standard Terms and Conditions.