SpinifexIT Terms and Conditions Summary

This article contains the following:

• Main Agreement
• Schedules

Main Agreement (Clauses 1-18)

This section includes all core contractual terms, covering:

(Source: Master Agreement between SpinifexIT and the Customer)

1. Agreement Structure and Definitions

• The Master Agreement governs all orders placed under associated Order Forms.
• Key definitions include: Products, Services, Software, Cloud Services, Support Services, Professional Services, Documentation, Subscription Metrics, Confidential Information, Customer Data, Business Data, Usage Data, Deliverables, Fees, and Order Terms.
• Interpretation rules clarify references to documents, legislation, parties, and currency.
  

2. Term

• The Master Agreement remains in effect until terminated.
• Each Order Form has a designated start date and term, with possible renewal if specified.
  

3. Ordering & Supply

• Products and Services must be ordered via an agreed Order Form.
• If inconsistencies arise, the Order Form supersedes the Master Agreement for that order.
• SpinifexIT must supply Products and Services as specified.

4. Fees & Payments

• Fees must be paid within the timeframe specified on the Order Form (default: 30 days).
• Product and Cloud Services fees are payable annually in advance; Professional Services monthly in arrears.
• All invoices must be paid in full except disputed portions.
• SpinifexIT may increase fees annually as defined.
• Interest and suspension rights apply if payments are overdue.
• Expenses (travel etc.) may be charged with prior consent.
  

5. Licenses & Usage Restrictions

Software License

• Non-exclusive, non-transferable licence to install/use the Software within permitted jurisdictions and instances.
• Activation Files must be used and updated.
• Customer responsible for applying security patches.
  

Cloud Services License

• Non-exclusive rights to access and use Cloud Services and offline components.

Deliverables License

• Limited right to use Deliverables during the Order Term.

Customer Obligations

• Maintain SAP licenses (where applicable).
• Prevent misuse, circumvention of controls, reverse engineering, or unauthorized access.
• Protect Customer Data and ensure compliance with Third-Party Application terms.

Subscription Metrics

• Fees may increase if usage exceeds permitted personnel, instances, jurisdictions, or versions.
• Unauthorized over-usage requires retrospective fee adjustment.

6. Support & Professional Services

Support Services

• Delivered with due care, according to Documentation and Service Levels.
• Issues must be reported with sufficient detail and cooperation from the customer.

Professional Services

• Delivered using good industry practices.
• Training delivered online unless specified.
• Deliverables provided in draft → review → final process.
  

7. Change Orders

• Either party may request scope changes.
• SpinifexIT prepares a change order within 14 days.
• Changes become binding once executed by both parties.
• Customer policy changes count as change orders.

8. Audit Rights

• SpinifexIT may audit usage annually to ensure compliance.
• Customer must cooperate and provide relevant information.

9. Security & Privacy

• SpinifexIT maintains ISO 27001 certification and safeguards for security and integrity.
• Business Data stored/processed only in approved regional data centers unless consent is provided.
• Data Breach notifications, investigation, and remediation processes defined.
• Compliance with all applicable Data Protection Laws is required.

10. Confidentiality

• Both parties must protect Confidential Information.
• Disclosure permitted only when required by law or to legal advisors under confidentiality.

11. Intellectual Property

• Customer retains ownership of Customer Data.
• SpinifexIT receives a licence to use Customer Data for service delivery.
• SpinifexIT may use aggregated Usage Data for improvements.

12. Insurance

• SpinifexIT must maintain required insurance policies and provide certificates upon request.

13. Termination

Termination Rights

• Either party may terminate for material breach not remedied within 30 days.
• Insolvency allows immediate termination.
• Agreement may be terminated for convenience after the first Order Term (without affecting active Order Forms).

Consequences

• All invoices become immediately payable.
• Licences immediately terminate.
• Customer must destroy all copies of Software/Documentation unless temporarily retained to export data.
• SpinifexIT must delete Customer Data unless agreed otherwise.
• Certain clauses survive termination.

Transition Services

• Provided upon request for up to 3 months (charged as Professional Services).
  

14. Warranties

• Mutual authority to enter the Agreement.
• SpinifexIT warrants IP ownership, non-infringement, absence of malicious code, conformity to Documentation, and competent performance of services.
• Disclaimer: Except as stated, Products & Services are provided “as-is.”

15. Liability

• Liability caps apply (generally equal to fees paid in the previous 12 months; double for certain security breaches).
• Excludes liability for lost profits, indirect or consequential damages.
• Exceptions include death/injury, fraud, deliberate misconduct, indemnities, and statutory liabilities.

16. Indemnities

• SpinifexIT indemnifies for third-party IP infringement claims (with exceptions).
• Customer indemnifies for issues arising from Customer Data, misuse, or unauthorized modifications.
• Indemnification requires proper notification, cooperation, and sole control of defense.

17. General Provisions

• Subcontracting allowed; SpinifexIT remains liable.
• Entire Agreement clause supersedes prior agreements.
• Notices procedures detailed.
• Assignment restrictions apply.
• Force Majeure allows suspension of obligations.
• Governing law based on SpinifexIT’s jurisdiction.
• Arbitration rules depend on customer region.
• Agreement can be executed in counterparts.

18. Jurisdiction-Specific Clauses

• Country and Region specific clauses
• Australian Consumer Law provisions may apply
• Remedies for non-excludable consumer guarantees specified
• German Minimum Wage Act (MiLoG) and the Posted Workers Act (AEntG) may apply
  

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Schedules

This section covers supplementary and policy-based obligations that support the main agreement:

Schedule 1 - Modern Slavery

• SpinifexIT must identify and address risks of Modern Slavery and notify the customer if found.

Schedule 2 - Anti-Bribery & AML

• Strict compliance with Anti-Bribery and Anti-Money Laundering laws.
• Parties must maintain adequate procedures and conduct due diligence.

Schedule 3 - Customer Order Form

• The Order form is issued in accordance with the Master Agreement between SpinifexIT and the Customer

Schedule 4 - Operations Policy

• SpinifexIT Customer Care Operations Policy (Easy Suite) Includes Customer Service Level Agreement
  

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