The legal stuff...
Our Terms and Conditions for
Statement of Work
Introduction to Statement of Work
This statement of work sets forth the deliverables, scope of work, and the acceptance criteria for the Security Services and/or installation of Products, at the site designated by the Client.
2.Entire agreement
Save for any pricing information or quotation provided by SynAck to the Client in relation to the Project described in this Statement of Work, this Statement takes place and supersedes any previous Statement of Work Agreements or Statements or other Project Descriptions and any prior proposals or communications with respect to the matters contained herein.
3. End user relationship
For the purposes of certainty, references to the Client in any limitations or indemnities stated in this Statement of Work shall be deemed also to apply to the end user of the deliverables under the Project. Client agrees that Client shall procure that the end user of the deliverables under this Statement of Work complies with those obligations of Client under this Proposal required to complete the Project as if such end user were a party to this Agreement. Client accepts full responsibility for any default in compliance by the end user with such obligations.
4. Confidentiality
The information contained in this Agreement is confidential to SynAck. Client shall not, without the prior written consent of SynAck, reveal the terms of this Agreement to any third party. This provision shall survive expiration, cancellation or termination of this Agreement.
5.Services Offered under this agreement
The Client has requested that SynAck provide professional security services and/or implementation of certain products. SynAck’s services offered are detailed in this document.
6. Deliverables and Payment Terms
Stated above in this document are the overall project deliverables. After completion of each item, the SynAck Engineer and the client will mutually agree that the step was successfully completed.
7. Payment Terms
Any travel, accommodation or incidental costs incurred in performing services will be charged at actual cost. All charges are exclusive of GST and any disbursements.
Two weeks’ notice is required prior to commencement of services on site. On fixed fee services, a deposit of prepayment is required and serves as notice for engineering availability. The customer will need to appoint a site coordinator with whom our engineering will be able to liaise and complete the work.
Should the scope change or specific tasks are added after sign-off, a Scope Change Request Form will be presented for consideration and approval by both parties.
Pricing is: Approximate Quotation, Time and Material
Prices quoted are valid for: 7 Days
Payment terms are: Prepaid
The work is protected by: 30-day SynAck money back guarantee on Software or Hardware Products as well as the vendor’s own guarantee.
8. The Client Responsibility, Assumptions and Prerequisites
The Client is fully responsible for making the following assumptions and prerequisites. These assumptions are intended to act as ‘preparation’ for the timely and successful completion of this project and will ensure that each party understands their respective action items.
If the project responsibilities have not been met by Client and a delay in the implementation results or the project needs to be rescheduled, Client shall pay a rescheduling fee of $2,500.00 AUD and reasonable travel and expenses if applicable.
9. Assumptions
Prior to deployment of any technologies, all required hardware must be installed, in working order, and has met the minimum requirements – as outlined by the hardware vendor and the software vendor(s) whose product(s) are running on the server. Operating systems and applications have been properly installed.
The Client will designate a representative to be the primary focal point for all Security Services communications relative to the project with the authority to act on The Client's behalf in technical matters regarding this project
The Client will designate at least 1 technical contact with whom our engineers can liaise. It is expected that the technical contact is able to provide all necessary administration usernames & passwords for enterprise domains (if required under Rules of Engagement).
The Client will implement installation of all applications including the backup software - other than the software installed specifically by SynAck
All work is to be performed over consecutive time frames unless otherwise agreed in writing by The Client and SynAck.
10.Termination of the Agreement
Either party may terminate with or without cause, this Statement of Work Agreement by providing the other party a thirty (30) day prior written notice of such termination. Upon termination, all monies owed by Client for Services and expenses up to date of the termination shall be paid in full to SynAck. SynAck reserves the right to charge the Client a twenty percent (20%) termination fee in the event this Agreement is terminated without cause.
Notwithstanding any such termination SynAck reserves in full all of its rights and remedies with respect to any breach of the Agreement by Client.
In the event of a breach by either party, the breaching party shall provide written notification of said breach to the other party and the breaching party shall have a period of thirty (30) days to cure said breach. If such breach cannot be cured by its nature within thirty (30) days, the diligent commencement of and continence of actions to cure such failure shall be deemed to be a curing of such failure for purposes of computation of the thirty (30) day period specified herein. If the breach remains uncured after the thirty (30) day cure period, the non-breaching party may terminate this Agreement for the breach. However, no cure period is acceptable for any intentional breach or breach of scope of use of intellectual property or confidentiality and said breach shall be terms for immediate termination of the Agreement. In the event that either party terminates this Agreement for breach, said termination shall not release either party of any obligation hereunder for payment to SynAck for any expenses incurred or deliverables made prior to the date of the breach.
The following terms in this Agreement shall survive the termination or expiration of this Agreement: 2; 6; 12; 13; 14 and 15.
11. Project Completion and Sign-Off
A sign-off sheet will be provided to the Client and signed by both parties. The fully executed sign-off sheet will serve as the end date of this Agreement and as completion of the project set forth in this Statement of Work. Completion will be assumed when (A) each of the deliverables has been performed by the SynAck Systems Engineer and (B) the parties have signed the sign-off sheet acknowledging completion. However, in the event that the Client fails to sign the sign-off sheet within five (5) business days of completion, acceptance will be assumed unless SynAck receives written notification within five (5) business days of completion by emailing accounts@SynAck.au Attention: Professional Services, stating in detail the reason for the Client’s refusal. At such time as written notice is received, SynAck will contact the Client within three (3) business days to develop an action plan to resolve the issues and to satisfy any commercially reasonable request according to the deliverables in this
Statement of Work
SynAck and the Client agree to use their best endeavors to ensure that Completion occurs within three (3) months of the date that both parties have executed this Statement of Work (“Completion Deadline”). Client acknowledges that a delay which results in Completion occurring after the Completion Deadline will result in significant losses to SynAck and the Parties agree that if such a delay occurs materially as a result of Client’s conduct, SynAck shall be entitled to treat such delay / conduct as if the Client had elected to terminate this agreement without cause under clause IX hereof.
12. Scope and Changes
The Client acknowledges that the project quote provided by SynAck to the Client for the project described in this Statement of Work is indicative and may be subject to change during implementation. SynAck will regularly consult with the Client and send the Client on a weekly basis a project progress summary document setting out the progress achieved towards completion of the project, the number of hours worked and the number of hours remaining of the total project time quoted. SynAck will inform the Client if it anticipates that the project will require more time than indicated in the initial quote. An increase in project cost due to time overrun which is greater than 5% of the time component of the amount initially quoted shall be a change requiring compliance with the change control procedure set out below.
Any changes or additions, required to complete the defined above Project Details in this Statement of Work, should be added in written form as an addendum to this Statement of Work. This addendum is attached as a Request for Change. All Changes or modifications to this Statement of Work Agreement must be in writing and executed by both parties. All cost adjustments associated with redefining or adding deliverable items or processes are in addition to the labor previously defined and will be billed as required. In the event that there are any changes or additions not directly affecting the defined deliverables of this Statement of Work, they will be considered a new project and an additional Statement of Work will be prepared and submitted for Agreement.
13. Schedule of Dates and Times
The schedule of dates and times for the above activities to be performed and any milestones or prerequisite confirmations, should be documented and agreed to via electronic mail between SynAck and the Client’s I/S personnel and will be considered an addendum to this Statement of Work. This provision governs only the schedule of dates and times for performance and any milestones or prerequisite confirmations and does not apply to additional activities or scope changes governed by the Scope Changes provision above.
In the event that the Client cancels the Services and SynAck has incurred any expenses in relation to the cancellation (i.e. fees for canceled flights; canceled hotel reservations, other reasonable expenses), Client shall reimburse SynAck for such expenses within thirty (30) days of receipt of invoice
14. Warranty
SynAck MAKES NO WARRANTY, EXPRESS OR IMPLIED AND ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. SynAck DOES NOT WARRANT THAT THE PROGRAM(S), SCRIPTS OR SERVICES PERFORMED WILL MEET CLIENTS REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAM(S) WILL BE UNINTERRUPTED OR ERROR FREE. The Client is solely responsible for the selection of the program(s) to achieve its intended results and for the results actually obtained
15. Limitation on Liability
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN RELATION TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SynAck total liability under this Agreement shall not exceed the total amounts received by SynAck for services hereunder.
16. Law and Jurisdiction
All matters relating to this agreement shall be governed by the laws of Australia.
17. Disclaimer
As with the installation of any application to a server, no guarantees are made as to the compatibility of all modules, due to the infinite diversity of installation methods for each and every application. Additionally, it is the sole responsibility of The Client to ensure that all critical and necessary data of the Client is protected and backed-up and verified, considering that installations, testing and verification of applications environments can impact the Client's environment. This backup/restore should be made and verified prior to the arrival of the SynAck Engineering team.