Gridware – General Terms and Conditions

Effective as of 4 March 2025

These Terms and any document(s) referred to herein constitute the entire agreement between Gridware and the Client with respect to the supply of Products and Services and supersede all prior understandings, arrangements, and agreements. In these Terms, words with special meanings are defined in Section 12. A reference to the singular includes the plural and vice versa; “including” means “including, but not limited to,” and “includes” means “includes without limitation.”

1. Performance of Services

1.1 Provision of the Services
(a) These Terms apply to any Proposal, Quote, or Statement of Work (SOW) submitted by Gridware and accepted by the Client. Acceptance and delivery of Products and Services will be governed solely by these Terms, and no other conditions contained in any Client documentation shall apply unless agreed in writing by both parties.
(b) Gridware shall perform the Services set out in the applicable Proposal, Quote, or SOW. If Gridware determines additional work outside the agreed Scope is required, it will promptly notify the Client in writing and obtain the Client’s prior written approval.
(c) While performing any Services, Gridware agrees to:
 (i) comply with all reasonable directions of the Client and all applicable laws;
 (ii) observe the Client’s health and safety policies while on the Client’s premises; and
 (iii) use reasonable endeavours to have designated Personnel available to perform the Services, notifying the Client in advance of any intended replacements.
(d) The Client agrees to provide Gridware with safe and timely access to its systems, facilities, and personnel, and to furnish any information reasonably required for the provision of the Services.
(e) For penetration testing engagements, the Client must make reasonable efforts to schedule any necessary re-verification testing within 90 days of receiving the penetration test report. Additional retesting fees may apply if re-testing is required beyond the 90-day period.

1.2 Use of Subcontractors
If the Proposal or SOW indicates that subcontractors will be used, Gridware remains liable for their performance and for providing the Services.

1.3 Provision of Products
(a) At any time during the Term, the Client may request to purchase Products offered for sale or resale by Gridware by submitting a purchase order that references these Terms.
(b) Gridware will confirm acceptance of the purchase order, notify the Client of the proposed delivery date, and advise of any variable price changes. Delivery of Products is deemed complete upon transfer of risk, with title passing on full payment.

2. Authorisation

The Client authorises Gridware and its Personnel to access and use the Client’s networks and systems as reasonably necessary to provide the Services.

3. Specific Services Terms

If the Services include, for example, Security Testing Services (e.g. penetration testing), the following additional provisions apply:
– The Client acknowledges that such testing is limited in scope and does not guarantee the discovery of all vulnerabilities.
– The Client shall adhere to all scheduling requirements and risk mitigation measures as set out in the Proposal or SOW.

4. Invoices & Payments

4.1 The Client agrees to pay for all Services rendered and Products supplied as set out in a valid tax invoice issued by Gridware.
4.2 Payment is due within 14 days (or as otherwise specified) from the receipt of the invoice.
4.3 All fees and prices are exclusive of applicable taxes unless stated otherwise. If taxes are charged, the Client agrees to pay the additional amounts concurrently with the invoice payment.
4.4 The Client shall not withhold payment on any invoice, and any disputes must be notified in writing within 5 business days of receipt of the invoice.
4.5 Gridware reserves the right to suspend credit or delivery of Products and Services if outstanding amounts are not settled.

5. Intellectual Property

5.1 Background IP
Each party retains all rights in its own intellectual property.
5.2 Intellectual Property in Deliverables
Subject to the provisions herein, all intellectual property rights in Deliverables, Services, and any material produced by or on behalf of Gridware remain with Gridware. Subject to clause 5.3, Gridware grants the Client a non-exclusive, non-transferable licence for the Term (except as provided for documentary Deliverables which are licensed perpetually) solely for the purpose of enjoying the Services as set out in the Proposal, Quote, or SOW.
5.3 Third Party Material
If any Third Party Material is supplied as part of the Services, its use is subject to the applicable third party’s licence terms, and title remains with the third party unless otherwise agreed.

6. Confidentiality and Privacy

6.1 Confidentiality
(a) Each party shall treat all Confidential Information (as defined in Section 12) received from the other as strictly confidential and shall not disclose it to any third party except as required for the performance of the Services or as mandated by law.
(b) Each party will take all reasonable measures to protect the confidentiality of the Confidential Information.
(c) Upon request or termination of this Agreement, the receiving party shall promptly return or securely destroy all Confidential Information.
6.2 Privacy
Both parties shall comply with all applicable Privacy Laws in relation to the handling of Personal Information. The Client warrants that any Personal Information provided has been obtained with the necessary authorisations and consents.

7. Data Security

Gridware will maintain appropriate technical and administrative measures to protect its systems from Security Breaches. In the event of any Security Breach, both parties agree to notify the other promptly and cooperate to manage and mitigate the breach.

8. Warranties

8.1 Each party warrants that it has the power, capacity, and authority to enter into and perform its obligations under these Terms.
8.2 Gridware warrants that it will perform the Services with reasonable skill, care, and diligence in accordance with industry standards for similar services.
8.3 Except as expressly stated in these Terms, all warranties, express or implied, are disclaimed to the fullest extent permitted by law.

9. Liability

9.1 Except as provided herein, neither party shall be liable to the other, nor any third party, for any indirect, incidental, or consequential loss, including but not limited to loss of profits, revenue, or goodwill.
9.2 Gridware’s aggregate liability under or in connection with these Terms for any claim shall be limited to the amount paid by the Client for the Services in the 12 months preceding the claim, except in cases of gross negligence, wilful misconduct, or breach of confidentiality or privacy obligations.

10. Termination

10.1 Either party may terminate this Agreement immediately by giving written notice if the other party:
 (a) commits a material breach which is not remedied within 14 days of notice;
 (b) becomes subject to an Insolvency Event; or
 (c) is affected by an Event of Force Majeure continuing for at least 90 days.
10.2 On termination, Gridware will cease all Services and the Client shall promptly pay all outstanding amounts for Services rendered and Products delivered up to the termination date.

11. Non-Solicitation

During the Term and for 12 months following its completion, the Client shall not solicit or employ any of Gridware’s Personnel involved in the provision of the Services without Gridware’s prior written consent, except through a public advertisement.

12. Definitions and Interpretation

12.1 Definitions
In these Terms, unless the context requires otherwise:
– Client: The person, business, or company purchasing the Products and Services from Gridware.
– Products: Any goods, including software licenses, support, education, or training, supplied by Gridware, whether sourced from third parties or developed by Gridware, as described in the relevant invoice.
– Services: Professional services provided by Gridware, as described in the relevant Proposal, Quote, or SOW.
– Confidential Information: All information disclosed by one party to the other that is designated as confidential or that should reasonably be understood to be confidential, including financial, client, employee, supplier information, product specifications, policies, procedures, processes, and trade secrets.
– Personal Information: Information as defined by the applicable Privacy Laws.
– Security Breach: Any incident resulting in unauthorized access to data, applications, services, networks, or devices.
– Insolvency Event: An event where a party becomes insolvent or bankrupt, or where receivers or administrators are appointed.
– Event of Force Majeure: An event beyond the reasonable control of a party that prevents it from fulfilling its obligations.

12.2 Interpretation
(a) Headings are for convenience only and do not affect the interpretation of these Terms.
(b) References to any gender include all genders.
(c) A reference to a person includes any legal entity.
(d) In case of any inconsistency between these Terms and any Proposal, Quote, or SOW, the written amendment agreed between the parties shall prevail.

13. Modern Slavery

Gridware complies with the Modern Slavery Act 2018 (Cth) and undertakes reasonable commercial steps to identify and prevent modern slavery offences within its organisation and supply chains. If Gridware becomes aware of any modern slavery offence that directly affects the performance of these Terms, it will promptly notify the Client in writing.

14. Miscellaneous

14.1 Neither party may assign its rights under these Terms without the other party’s prior written consent, except that Gridware may assign its rights to any of its Related Bodies Corporate.
14.2 Any notice required under these Terms shall be sent by email to the designated address provided in the relevant Proposal, Quote, or SOW.
14.3 Any dispute arising under these Terms shall, prior to any legal action, be submitted to mediation in accordance with mutually agreed procedures.
14.4 These Terms may be executed in counterparts, each of which shall be deemed an original, and an electronic signature shall have the same effect as a handwritten signature.

This Agreement constitutes the entire agreement between Gridware and the Client regarding the supply of the Products and Services and supersedes all prior negotiations and understandings.