Terms & Conditions

AI Imaging solutions

This document, together with any quotations accepted by you, sets out the terms of our engagement to provide goods and services. It constitutes the terms which, if accepted, will define the manner in which you agree to do business with Saphi Pty Ltd.

By accepting any quotations provided by Saphi Pty Ltd you agree to be bound by the terms and conditions contained in this document.

Interpretation

In this document, unless the contrary intention appears:
“GST” shall mean Goods and Services Tax payable pursuant to the A New Tax System (Goods and Services Tax) Act 1999 or any related law or subordinate legislation applicable to a party as a supplier of goods and/or services

“Saphi” shall mean Saphi Pty Ltd (ACN 616 937 305)

“The Services” shall mean the systems integration services (and any materials, products and related services) supplied by Saphi to The Services Recipient.

“The Services Recipient” shall mean the entity or individual intended to receive The Services supplied by Saphi pursuant to the terms contained herein.

“This Agreement” shall mean the terms set out in this document together with any further terms and conditions contained within any quotations provided by Saphi which are accepted by The Services Recipient.

ENGAGEMENT OF SAPHI PTY LTD

Saphi hereby agrees to provide the Services to The Services Recipient in accordance with the terms and conditions of this Agreement. Saphi shall ensure the delivery of the Services in accordance with any direction given by the Services Recipient from time to time provided that such directions are both reasonable and consistent with this Agreement. The parties agree that nothing within this Agreement shall preclude Saphi from accepting other engagements from the general public or other businesses provided that such engagements do not conflict with the provision of the Services or any other restraints the subject of this Agreement.

fee for services

In consideration for Saphi providing the Services, The Services Recipient agrees to pay to Saphi all amounts outlined in the quotation provided (“the Fees”) as and when they fall due. The Services Recipient warrants that it will reimburse Saphi for all travel costs, including airfares, hire charges, transportation and freight charges, accommodation and travel allowances reasonably incurred by Saphi and its employees, agents and contractors as a result of providing the Services and complying with its obligations to provide The Services in accord with the terms of this Agreement. In addition to paying the Fees and any other amount payable in connection with this Agreement, Saphi may recover from The Services Recipient any duties, taxes or similar imposts (including GST) which may be imposed on or in relation to any supply and/or services pursuant to this Agreement. Such payment shall be made either on the due date for payment of the Fees charged from time to time or fourteen (14) days following the delivery of a tax invoice by Saphi to The Services Recipient. In the event that The Services Recipient disputes the whole or any part of the Fees claimed in an invoice submitted by Saphi pursuant to this Agreement, The Services Recipient shall pay the undisputed portion on the due date. The dispute regarding the remainder shall be dealt with in accord with the dispute resolution procedure prescribed by this Agreement. If it is subsequently resolved that a further amount is payable, TheServices Recipient will pay that amount together with interest at the rate of 10 per cent per annum. No payment made by The Services Recipient to Saphi shall be a payment of wages or salary. Saphi accepts full responsibility to attend to the payment of all taxes payable in respect of the payments received by Saphi as required by the Laws of Australia or the State of New South Wales and Saphi will indemnify The Services Recipient against all actions, costs, charges, claims and demands made in respect of any obligation to pay any tax levied on the payments received by Saphi under this Agreement.

fee for services

Access to systems and premises

The Services Recipient hereby grants to Saphi (including its employees, contractors and agents), the following rights to facilitate Saphi’s provision of the Services for the term of this Agreement:

Access and use of its compute systems and hardware, whether by remote access or otherwise; and
full and safe access to any and all premises owned or tenanted by The Services Recipient at all reasonable times.

The Services Recipient warrants that it will:

Ensure that Saphi’s employees, contractors and agents are given such information, facilities and services as Saphi requires to enable it to perform its obligations under this Agreement; and
Provide Saphi with the contact details of a suitably qualified or informed representative, agent or employee, of The Services Recipient who will be available on call during The Services Recipient’s normal business hours to advise Saphi on access to and use of The Services Recipient’s resources and any other matter within The Services Recipient’s knowledge or control which may assist Saphi in providing the Services in accord with its obligations under this Agreement.

other warranties of saphi

Saphi warrants that:

All systems created by Saphi will perform in a manner reasonably expected having regard for the requirements of The Services Recipient and which were communicated in writing to Saphi prior to the commencement of this Agreement.
It will modify all system software without any cost to The Services Recipient in circumstances in which bugs which materially effect the utility of the system are found within a term of two (2) years from the commencement of this Agreement.
Any hardware that is installed by Saphi will be replaced in the event that it is found to be faulty and provided that the fault became known to Saphi, its agents or employees, within the term of the manufacturer’s warranty.
It is competent and has all necessary skills to properly carry out the Services as reasonably directed by The Services Recipient from time to time.
The Services will be conducted in a conscientious, careful, diligent, professional and responsible manner.
It will avoid any action, public announcement or conduct which may reflect adversely on or prejudice the interests of The Services Recipient.
It will comply at its own cost and expense with all laws, decrees, regulations and professional standards applicable to its provision of the Services.
It will only use the systems of The Services Recipient for purposes relevant to the conduct of its services pursuant to this Agreement.
It will keep all passwords, account names, tokens or log in identifications required to access the systems of The Services Recipient secure and confidential.
It has the legal capacity to enter into this Agreement.

OTHER WARRANTIES OF THE SERVICE RECIPIENT

The Services Recipient warrants that:

It will provide clear directions to Saphi to facilitate its provision of the Services in a professional and timely manner.
I will not hold Saphi liable in any way whatsoever in relation to issues caused or contributed to by hardware installed by third parties and which is found to be in sufficient for purpose, faulty, incorrectly installed or otherwise.
It will not hold Saphi liable in any way whatsoever in relation to damage to third parties through failure of the hardware of The Services Recipient.
It has the legal capacity to enter into this Agreement.
It will promptly consider, sign and return to Saphi any and all documentation reasonably required by Saphi for its performances of the Services.

Termination

Either Saphi or The Services Recipient may elect to terminate this Agreement immediately upon the happening of any of the following events:

A receiver, or a receiver and manager, or an administrator, or a liquidator is appointed to the other party; or
the other party fails to observe any of the terms of this Agreement and fails to rectify the same (where it is capable of being remedied) within fourteen (14) days or such further period specified in the notice given by the aggrieved party.

Saphi may terminate this Agreement in the event that The Services Recipient:

Fails to provide workflow instructions reasonably required by Saphi to perform the Services;
refuses to accept the advice of Saphi; or
compromises Saphi’s ability to perform its obligations pursuant to this Agreement in a proper and commercial manner.

Upon termination of this Agreement for any reason Saphi is to return and deliver to The Services Recipient (without retaining copies of the same) all documentation and information (in whatever form it is held including, but not limited to, written, graphic, disc memory or electromagnetic form) in relation to the business conducted by The Services Recipient which comes into the possession or control of Saphi as a consequence of this Agreement. After termination of this Agreement any provision remaining to be performed or which by its terms must continue to be observed continues to have effect and will not merge on the expiry or termination of this Agreement.

Sub-contracts

Saphi may, without the consent of The Services Recipient, engage individuals on a sub-contract or consultancy basis, whether or not operating under a corporate structure, to assist in the provision of the Services pursuant to this Agreement.

confidentiality

For the purpose of this clause, Confidential Information means the confidential information of The Services Recipient which relates to the subject matter of this Agreement and includes:

Confidential information relating to the Services performed by Saphi;
information relating to the personnel, policies or business strategies of The Services Recipient; and
dealings, transactions, finances or affairs of The Services Recipient which may become known by Saphi.

Saphi hereby warrants that it will not, without prior written approval of The Services Recipient, disclose The Services Recipient’s Confidential Information. Saphi hereby warrants that it will take all reasonable steps to ensure that its employees, agents and contractors engaged for the purposes of providing the Services do not make public or disclose The Services Recipient’s Confidential Information. Nothing in this clause will cause Saphi to breach this clause or this Agreement in circumstances where it is legally compelled to disclose The Services Recipient’s Confidential Information. Notwithstanding any other provision of this clause, Saphi may disclose the terms of this Agreement (or other Confidential Information of a technical nature) to its solicitors, auditors, insurers and accountants. This clause will not merge on the expiry or termination of this Agreement.

liability of parties

The Services Recipient hereby agrees to indemnify Saphi and keep Saphi indemnified against any and all loss, costs and expenses (including legal costs and expenses on a full indemnity basis), claims, demands or liability directly or indirectly arising out of the breach of any of The Services Recipient’s warranties or obligations set out in this Agreement. This indemnity shall survive the expiry or termination of this Agreement. Except in relation to liability for personal injury (including sickness and death), the parties hereby agree that Saphi will be under no liability to The Services Recipient in respect of any loss or damage (including consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of the Services supplied by Saphi. The parties further agree that Saphi shall bear no liability in respect of any damage caused by consequence (in whole or in part) by the failure of hardware and/or materials sourced from third parties and installed by Saphi. The Services Recipient agrees to hold Saphi harmless in respect of any such damages. The Services Recipient warrants that it has not relied on any representation made by Saphi which has not been stated expressly in this Agreement or upon any descriptions, illustrations or specifications contained in any document produced by Saphi.

Intellectual property

All rights and ownership in all copyright, creations, inventions, designs, and other intellectual property in all materials provided by Saphi to The Services Recipient pursuant to this Agreement, including all adaptations thereof, shall vest exclusively in Saphi. The Services Recipient acknowledges and agrees that they will not acquire any intellectual property rights, title, or interest in or to any materials or intellectual property provided by Saphi. Any and all intellectual property rights that arise, are developed, or are brought into existence during and as a consequence of the provision of the Services shall remain the exclusive property of Saphi.

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