CARDA Client Agreement
This Agreement is entered into between:
Provider:
2EARTH PTY. LTD.
ABN 31 692 276 163
and
Client:
The organisation identified in the Client Details section of this Agreement.
1. Services
The Provider supplies the CARDA platform and associated services to the Client with due care and skill in accordance with Australian Consumer Law.
Services may include:
- Hosted software access
- Case, complaint and incident management systems
- Evidence collection and reporting tools
- Risk and compliance management functions
- Analytics and dashboard services
- Support, maintenance and updates
2. Fees & Payment
Fees are payable in accordance with the applicable Quote, Proposal, Subscription Plan or Schedule of Services.
Unless otherwise agreed in writing:
- Invoices are payable within thirty (30) days.
- Fees are exclusive of GST.
- Overdue amounts may incur interest at 1.5% per month.
- The Provider may suspend access where accounts remain overdue.
3. Term
This Agreement commences on the Commencement Date and continues until terminated in accordance with this Agreement.
Subscription periods, minimum terms and renewal arrangements are specified within the applicable Schedule of Services.
4. Intellectual Property
The Provider retains all intellectual property rights in:
- The CARDA platform
- Software and source code
- System architecture
- Methodologies and workflows
- Documentation
- Branding and visual assets
Nothing in this Agreement transfers ownership of the Service or associated intellectual property to the Client.
The Client receives a limited, non-exclusive, non-transferable licence to access and use the Service during the term of this Agreement.
5. Data Ownership & Privacy
5.1 Client Operational Data
The Client retains ownership of organisational records, workflows, reports, evidence objects, attachments, case records and operational data created or submitted through the Service.
5.2 User Personal Information
Users retain rights relating to their personal information in accordance with applicable privacy laws.
Nothing in this Agreement transfers ownership of personal information or limits rights available under privacy legislation.
5.3 Provider Rights
The Client grants the Provider a royalty-free licence to host, process, transmit, store, backup and otherwise use Client Data solely for the purpose of supplying, securing, maintaining and improving the Service.
5.4 Privacy Compliance
The Provider will comply with the Privacy Act 1988 (Cth) and Australian Privacy Principles when handling personal information.
6. Confidentiality
Each party must keep confidential information secure and must not disclose confidential information except:
- To perform obligations under this Agreement
- With written consent
- As required by law
This obligation survives termination of the Agreement.
7. Warranties
Services are supplied subject to any non-excludable rights and guarantees available under Australian Consumer Law.
The Provider will implement reasonable administrative, technical and operational safeguards designed to protect Client Data.
8. Limitation of Liability
To the maximum extent permitted by law:
-
The Provider's aggregate liability arising from or relating to the Service is limited to the fees paid by the Client during the previous twelve (12) months.
-
The Provider is not liable for indirect, consequential, incidental or special damages.
-
The Provider is not liable for loss of profit, loss of opportunity, loss of goodwill or business interruption.
Nothing in this Agreement excludes liability that cannot lawfully be excluded.
9. Suspension & Termination
Either party may terminate this Agreement:
- For material breach not remedied within fourteen (14) days
- Upon insolvency of the other party
- As otherwise specified within the Schedule of Services
Upon termination:
- Access to the Service ceases
- Outstanding fees become immediately payable
- The Provider may remove access credentials
10. Electronic Execution
This Agreement may be executed electronically.
The Client acknowledges that:
- An electronic signature is intended to authenticate acceptance of this Agreement.
- The electronic signature has the same effect as a handwritten signature.
- The person executing this Agreement is authorised to do so on behalf of the Client.
11. Governing Law
This Agreement is governed by the laws of New South Wales, Australia.
The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.
12. Entire Agreement
This Agreement together with any Schedule of Services constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations and understandings.
Any variation must be in writing and agreed by both parties.
Agreement Version
Version:
1.0
