Systech Advisors Consulting, Development Services, and Products Terms and Conditions

Systech Advisors LLC, a company organized under the laws of State of Ohio, USA, with a place of business at 270 Regency Ridge Dr, Suite 104, Dayton OH 45459

You (“Client”) agree to the following Systech Advisors Consulting, Development, and Consulting Services Terms and Conditions:

Definitions and Interpretation
1.1. Defined terms in this Agreement:

Agreement means these Consulting, Development, and Consulting Services Terms and Conditions and any Statement of Works executed as part of and in connection with the Services specified herein.

Business Day means a day on which banks are open for business in Ohio   (as applicable depending on your contracting party), other than a Saturday, Sunday, or public holiday.

Business Hours means the hours of 9 AM until 5 PM on Business Days.

Confidential Information means any information relating to the business or financial affairs of a party or any trade secret, technical knowledge, concepts, ideas, designs, programs, processes, procedures, innovations, databases, customer lists, information, sales plans, marketing plans, research, software, records, intellectual property, or other information concerning a party.

Corporations Act means the Corporations Act 2001 (Cth).

Deliverable means any software, equipment, material, solution, report, or document agreed to be delivered by Systech Advisors to the Client in the performance of a Statement of Work, and specifically referred to as a Deliverable in the applicable Statement of Work.

Delivery Period means the number of days for the delivery of Services as set forth in the Statement of Work.

Enterprise Development and Consulting Services Packages means any of the Development and Consulting Services packages as more specifically outlined in Section 5 offered by Systech Advisors that Client may elect to purchase pursuant to a Statement of Work, providing Client certain incident management and problem management Development and Consulting Services.

Fees means the fees payable by the Client for the Services, as specified in the applicable Statement of Work.

Insolvent means being an insolvent under administration, or insolvent (each as defined in the Corporations Act), or having a controller (as defined in the Corporations Act) appointed, or being in receivership, in receivership and management, in liquidation, in provisional liquidation, under administration, wound up, subject to any arrangement, assignment, or composition, protected from creditors under any statute, dissolved (other than to carry out a reconstruction while solvent), or being otherwise unable to pay debts when they fall due, or having something with the same or a similar effect happen under the laws of any jurisdiction.

Intellectual Property means all patents, drawings, discoveries, inventions, improvements, trade secrets, technical data, formulae, computer programs, know-how, logos, designs, circuit layouts, trademarks, domain names, business names, copyright, and similar industrial or intellectual property, whether or not now existing, and whether or not registered or unregistered.

Services means the services set forth in a Statement of Work.

Specifications mean the Client’s specifications and requirements for the Services, as set forth in a Statement of Work.

Statement of Work or SOW means a document agreed by the parties in accordance with Section 2.1.

Services
2.1. Statements of Work
Systech Advisors and the Client will work together to develop and agree upon one or more Statement of Works in relation to Services provided under this Agreement. The Statement of Work provides an estimate of the time needed to complete the Deliverables.

2.2. Service Delivery
Systech Advisors shall:

(a) Perform the Services in accordance with the applicable Statement of Work;
(b) Perform the Services with due care, skill, and judgment, in a proper workmanlike manner, and in accordance with the Specifications;
(c) Ensure that only suitably qualified and experienced personnel work on the provision of the Services;
(d) Use reasonable commercial efforts to perform the Services in accordance with the timeframes set out in the relevant Statement of Work but will not be responsible for delays caused by the Client or for reasons beyond Systech Advisors’ control;
(e) Use reasonable efforts to perform the Development and Consulting Services in accordance with the Service Levels but will not be responsible for delays caused by the Client for reasons beyond Systech Advisors’ control; and
(f) In performing the Services, comply with all applicable laws and regulations.

Fees
4.1 Invoicing
Invoicing is performed as per agreements signed with each customer.

4.2. Payment
Unless otherwise stated, the Client must pay the Fees within 15 Calendar Days of the date of the relevant invoice.

4.3. Taxes
(a) Unless expressly included, the consideration for any supply under, or in connection with, this Agreement does not include Tax.
(b) Subject to the foregoing, each party must comply with its respective obligations under any applicable law in relation to Tax.

4.4 Hourly Rates
Unless otherwise specified on a Statement of Work, hourly rates that are outside of Business Hours shall be charged at one and a half times the hourly rate specified on the Statement of Work.

4.5 Price Adjustment
Systech Advisors reserves the right to increase Client’s fees on each annual anniversary of the execution of this Agreement, subject to no less than 30 days prior written notification to Client.

Confidentiality
6.1. Acknowledgment
Each party acknowledges that in the course of their association with each other, they will have access to Confidential Information.

6.2. Obligation
Each party will treat all Confidential Information as confidential, not use such confidential information except as permitted hereunder, and not make public or disclose to any other person that Confidential Information without the prior written consent of the disclosing party.

6.3. Exceptions
This Agreement imposes no obligation on the receiving party with respect to Confidential Information that:
(a) Was in the receiving party’s possession before receipt from the disclosing party;
(b) Is or becomes a matter of public knowledge through no fault of such receiving party;
(c) Is rightfully received by such receiving party from a third party without a duty of confidentiality.

Intellectual Property
8.1. Pre-Existing and General Intellectual Property
The Intellectual Property Rights owned by each party before Systech Advisors commences providing the Services shall remain the property of that party.

Termination
12.1. Breach
Either party may terminate this Agreement immediately by written notice to the other party if the other party breaches any provision of this Agreement and the breach has not been remedied within 20 Business Days after service of written notice of the breach.

12.2. Failure to Pay, Insolvency, and Cessation of Business
Either party may terminate this Agreement immediately by written notice if the other party fails to make a payment or becomes Insolvent.

These Terms and Conditions govern all consulting, development, and product services offered by Systech Advisors LLC.