These Client Services Terms are issued by AMTEC ADVISORY PTY LTD (ABN 92 697 826 627) (Amtec, we, us or our). They govern services supplied by Amtec to the client identified in a proposal, quote, order, statement of work or scope document (Client).
These terms are intended to operate with each Scope of Work. Project-specific commercial details, deliverables, exclusions, timing and fees should be stated in the applicable Scope of Work.
1. Definitions
- Background IP means intellectual property owned, developed or controlled by a party independently of the Services, including reusable code, libraries, frameworks, templates, methods, tools, know-how, processes and modifications to them;
- Business Day means a day that is not a Saturday, Sunday or public holiday in Melbourne, Victoria;
- Client Data means data, personal information, content, records, credentials, code and materials supplied by or on behalf of the Client or accessed through Client systems;
- Deliverables means the items expressly identified as deliverables in a Scope of Work;
- Fees means the amounts payable under the applicable Scope of Work and these terms;
- Services means the consulting, design, development, integration, automation, artificial-intelligence, data, website, hosting, support, advisory or related services described in a Scope of Work; and
- Scope of Work or SOW means a proposal, quote, order, scope, statement of work or similar document accepted by the parties.
2. Application and acceptance
These terms apply to each SOW that incorporates or refers to them. The Client accepts these terms by signing or electronically accepting a SOW, approving it by email, instructing Amtec to commence, paying a deposit or invoice, or receiving Services after being given reasonable notice of the terms.
If there is an inconsistency, the following order applies: the SOW, any expressly agreed data-processing or confidentiality schedule, and then these terms. A SOW prevails only for the specific matter it expressly addresses.
A quote or proposal is open for 30 days unless it states otherwise.
3. Services and project approach
Amtec will provide the Services with due care and skill and in accordance with the applicable SOW. Unless the SOW states otherwise, timelines are estimates and depend on Client cooperation, third-party systems and technical discovery.
Amtec may select the technical methods, tools, personnel and sequencing reasonably required to perform the Services, while taking account of agreed requirements.
4. Fees, GST and invoicing
Fees are exclusive of GST unless expressly stated otherwise. The Client must pay GST in addition to the Fees where applicable.
The Client must pay deposits, milestones, retainers and invoices in accordance with the SOW. If no due date is stated, invoices are due within 7 days.
Where work is authorised but no fixed fee or rate is stated, the work is charged at Amtec’s standard rate of $400 plus GST per hour.
Amtec may apply interest to overdue amounts at the Reserve Bank of Australia cash rate plus 6% per annum, calculated daily, and recover reasonable debt-recovery costs. This does not limit any other right.
5. Deposits, milestones and delivery
A deposit reserves capacity and authorises commencement.
If a SOW ends before completion, Amtec may retain from amounts already paid an amount equal to the aggregate of:
- Fees for Services properly performed up to the date the SOW ends;
- non-cancellable third-party costs Amtec has incurred or committed to for the Client;
- reasonable costs of transition, handover and demobilisation requested by the Client; and
- a reasonable amount for capacity specifically reserved for the Client and not able to be reallocated, calculated under the paragraph below.
The amount retained for reserved capacity must not exceed the Fees that would have been payable for the unexpired part of the notice period applicable under clause 23. If the Client gave the full notice required, or the SOW ended for Amtec’s material breach, no amount may be retained for reserved capacity. Where clause 23 does not prescribe a notice period for the way the SOW ended, the applicable period is the notice period that would have applied had the Client terminated the SOW for convenience.
Amtec must take reasonable steps to reallocate reserved capacity and to cancel or mitigate committed costs, and the retained amount is reduced accordingly.
Within 20 Business Days after the SOW ends, Amtec must give the Client a written reconciliation showing how the retained amount was calculated, and must refund any balance of amounts paid that exceeds the retained amount.
Amtec may withhold source code, credentials, final files, deployment, migration, licences and handover materials until all amounts due for the relevant SOW are paid in cleared funds.
Nothing in this clause limits any non-excludable right or remedy. If a consumer-law remedy applies, any refund or adjustment will be determined consistently with that law and the value of Services properly supplied.
6. Scope changes and additional work
The SOW includes only the Services and Deliverables expressly described. New features, additional integrations, expanded data work, revisions after approval, changed assumptions, remediation of undisclosed issues, additional meetings, support, maintenance or other work outside scope requires written approval.
Amtec may provide a revised quote or charge approved additional work at $400 plus GST per hour. Amtec is not required to commence a change until scope, timing and fees are agreed.
7. Client responsibilities
The Client must:
- provide accurate, complete and timely requirements, information, decisions, approvals, access, credentials, content and personnel;
- appoint an authorised contact who may give instructions and approvals;
- ensure it has all rights, consents, licences and authority needed for Client Data, systems, instructions and materials;
- maintain appropriate backups and business-continuity arrangements unless backup services are expressly included;
- review Deliverables, test them in its environment and promptly report material issues;
- use the Services and Deliverables lawfully, securely and only for the intended purpose;
- comply with applicable industry, privacy, consumer, employment, marketing, health, financial and other regulatory requirements; and
- obtain independent legal, regulatory, tax, financial, medical or other professional advice where required.
8. Client delays and dependencies
If the Client delays access, feedback, approvals, content, data, decisions or payment, Amtec may extend timelines, reallocate resources, revise milestones and charge reasonable remobilisation or additional costs.
Amtec is not responsible for delay or failure caused by inaccurate requirements, legacy systems, undocumented dependencies, third-party providers, Client personnel or circumstances outside Amtec’s reasonable control.
9. Third-party products, platforms and costs
The Services may use third-party hosting, software, APIs, artificial-intelligence services, libraries, plugins, email platforms, data providers, analytics, domains and other products. Unless the SOW expressly includes them, all third-party subscriptions, licences, usage fees, transaction charges, domains, advertising spend and infrastructure costs are payable by the Client.
Third-party services are governed by their own terms and may change, fail, suspend accounts, limit features or alter pricing. Amtec does not control and is not responsible for third-party availability, security, data handling, policy changes, deliverability, model behaviour or continued compatibility.
Amtec may recommend alternatives where practical, but redesign or migration resulting from third-party changes is additional work unless the SOW states otherwise.
10. Personnel and subcontractors
Amtec may use employees, contractors, specialist developers and service providers to perform the Services. Amtec will remain responsible for supervising work performed on its behalf and will require personnel with access to confidential information to be subject to appropriate confidentiality obligations.
Unless expressly agreed, the Client is not entitled to require that a particular individual perform the Services.
11. Instructions, approvals and project records
Amtec may rely on instructions and approvals from the Client’s nominated contacts. Email, project-management messages, meeting decisions and electronic approvals may form part of the project record.
The Client is responsible for reviewing campaign content, recipient lists, data mappings, system rules, release decisions and other outputs requiring business judgment before use or deployment.
12. Testing, acceptance and warranty
Amtec will perform the testing expressly included in the SOW. The Client remains responsible for user-acceptance testing, business validation and confirming that Deliverables are suitable for its operations before live use.
A milestone or Deliverable is accepted when the Client confirms acceptance in writing or uses it in production.
A milestone or Deliverable is also taken to be accepted if the Client does not notify Amtec in writing of a material non-conformity within 10 Business Days after delivery, provided that Amtec’s delivery notice states the date delivery occurred, the date the acceptance period ends, and that the Deliverable will be taken to be accepted if no material non-conformity is notified within that period. If the delivery notice does not contain those statements, the acceptance period does not begin.
Where a Deliverable is complex or the Client’s testing depends on a third party, the Client may request a reasonable extension of the acceptance period and Amtec must not unreasonably refuse.
Payment of an invoice or milestone is not, of itself, acceptance.
Acceptance does not limit the warranty in this clause, any right in respect of a defect that was not reasonably apparent on testing, or any non-excludable right or remedy.
For 30 days after final delivery, Amtec will correct without additional professional fees any reproducible defect that materially prevents a Deliverable from operating in accordance with the SOW and is directly caused by Amtec’s work.
The warranty does not cover new requirements, cosmetic preferences, third-party changes, Client or third-party modifications, misuse, unsupported environments, data-quality issues, outages or defects in pre-existing systems. After the warranty period, support is chargeable unless covered by an active support arrangement.
13. Intellectual property
Each party retains ownership of its Background IP. The Client retains ownership of Client Data, branding, content, business methods and materials supplied by it.
Amtec owns its Background IP and all reusable or generally applicable code, components, integrations, prompts, workflows, templates, models, architecture, libraries, tools, methods, improvements and know-how used or developed in performing the Services.
Subject to full payment, Amtec grants the Client a perpetual, worldwide, royalty-free, non-exclusive licence to use, operate, maintain and modify the Deliverables for the Client’s internal business purposes and the intended use described in the SOW.
Unless the SOW expressly states otherwise, the licence does not transfer ownership of Amtec’s Background IP and does not permit the Client to resell, sublicense, distribute or commercialise Amtec’s reusable technology as a standalone product or service.
Source code, repositories and editable working files are provided only where expressly included in the SOW and after full payment.
Open-source and third-party components remain subject to their applicable licences. Amtec may reuse general skills, ideas, methods and non-client-specific components, provided it does not disclose Client confidential information.
Amtec may identify the Client or publish a case study only with the Client’s prior written approval. A project-specific IP arrangement must be stated expressly in the SOW.
14. Client Data, privacy and security
The Client warrants that Client Data has been lawfully collected and may lawfully be provided to, accessed by and processed by Amtec for the Services. The Client is responsible for notices, consents, lawful bases, data quality, retention instructions and responses to individuals unless the SOW states otherwise.
Amtec will use Client Data only to perform, secure, support and administer the Services, comply with law and protect legal rights. Amtec will not sell Client Data or use it to train Amtec’s internal models.
The Client must not provide sensitive personal information, production credentials or regulated data unless Amtec has expressly agreed to receive it and the parties have agreed appropriate handling arrangements.
Amtec will take reasonable security measures appropriate to the engagement. The Client acknowledges that no system is completely secure and must maintain its own access controls, backups, monitoring and incident-response arrangements.
Each party must promptly notify the other of a suspected data or security incident materially affecting the Services and reasonably cooperate with investigation and legally required notifications. Responsibility for notification follows the party’s legal obligations and control of the affected information.
15. Artificial intelligence and automated systems
Amtec may design, integrate or configure artificial-intelligence, machine-learning and automated systems. These systems may produce incomplete, inaccurate, biased, variable or unexpected outputs and may be affected by source data and third-party models.
Amtec provides technology under the Client’s instructions and does not make legal, financial, medical, employment, credit, eligibility or other regulated decisions on the Client’s behalf unless expressly agreed in a specific SOW.
The Client is responsible for determining whether a proposed use is lawful and appropriate, implementing human review, validating outputs, documenting decisions, informing affected individuals where required and ensuring the technology is not used outside the agreed purpose.
Unless expressly agreed, Deliverables are decision-support tools and must not be treated as a substitute for qualified professional judgment.
16. Outbound marketing, data and campaign compliance
Where Services involve data enrichment, prospecting, email infrastructure, campaign automation or direct marketing, the Client remains solely responsible for compliance with the Spam Act 2003 (Cth), Privacy Act 1988 (Cth), Australian Privacy Principles, Do Not Call Register Act 2006 (Cth), consumer law, platform rules and any laws applying to recipients in other jurisdictions.
The Client warrants that contact data and recipient lists are lawfully sourced and suitable for the intended use and that the Client can demonstrate any consent, inferred consent, published-address basis or other permission relied upon.
The Client must review and approve recipient criteria, lists, sender identity, content, sending volumes, sequences and campaign settings before launch. Approval confirms the Client’s business decision to conduct the campaign.
The Client must maintain and honour unsubscribe and suppression records, accurately identify the sender, provide required contact details and process opt-outs within applicable time limits.
Amtec does not provide legal advice on marketing compliance and does not guarantee deliverability, inbox placement, domain reputation, responses, sales or platform availability.
Amtec may refuse, pause or suspend work that it reasonably believes may be unlawful, deceptive, unsafe or contrary to third-party rules. This right does not make Amtec responsible for auditing or guaranteeing the Client’s compliance.
17. Confidentiality
Each party must keep the other party’s confidential information secure, use it only for the engagement and disclose it only to personnel, contractors, insurers and professional advisers who need it and are subject to confidentiality obligations.
Confidential information includes business plans, pricing, data, customer and prospect information, code, architecture, credentials, methodologies, technical documentation, security information and information that would reasonably be understood to be confidential.
Confidentiality obligations do not apply to information that the receiving party can demonstrate was lawfully known without restriction, independently developed, lawfully received from another source without restriction or becomes public other than through breach.
A party may disclose information where required by law, giving notice where legally permitted. On request or termination, a party must return or securely delete confidential information reasonably within its control, subject to legal retention, backups and security records.
These obligations continue for 5 years after the relevant SOW ends. Obligations relating to trade secrets, source code, credentials and information that remains inherently confidential continue for so long as the information remains confidential.
18. No guarantee of commercial outcomes
Unless expressly stated as a contractual performance commitment in the SOW, Amtec does not guarantee revenue, profit, sales, leads, conversion rates, search rankings, deliverability, customer adoption, funding, cost savings, regulatory approval, uninterrupted operation or any other commercial outcome.
Forecasts, estimates, demonstrations, prototypes and examples are indicative only and are not warranties.
19. Australian Consumer Law and non-excludable rights
Nothing in these terms excludes, restricts or modifies any consumer guarantee, statutory right, remedy or liability that cannot lawfully be excluded, restricted or modified.
Where permitted by law, Amtec’s liability for failure to comply with a non-excludable guarantee is limited, at Amtec’s option, to resupplying the Services or paying the reasonable cost of having the Services supplied again.
20. Liability
To the maximum extent permitted by law, neither party is liable to the other for indirect, consequential, special or punitive loss, or loss of profit, revenue, opportunity, goodwill, reputation, anticipated savings or data, except to the extent such loss is a direct and reasonably foreseeable consequence that cannot lawfully be excluded.
To the maximum extent permitted by law, Amtec’s total aggregate liability arising from or in connection with a SOW, whether in contract, tort, statute or otherwise, is limited to the greater of:
- the Fees actually paid to Amtec under that SOW during the 12 months preceding the event giving rise to the claim; and
- $50,000.
The limitations in this clause do not apply to:
- liability that cannot lawfully be limited or excluded;
- Amtec’s fraud, wilful misconduct or wilful abandonment of the Services;
- death or personal injury caused by Amtec’s negligence;
- Amtec’s breach of clause 17;
- a claim that a Deliverable or Amtec Background IP, used in accordance with these terms and the SOW, infringes a third party’s intellectual-property rights; or
- the Client’s obligation to pay Fees properly due.
Each party must take reasonable steps to mitigate loss.
21. Client indemnity
To the maximum extent permitted by law, the Client indemnifies Amtec and its personnel against third-party claims, regulatory complaints, penalties and reasonable external costs to the extent arising from:
- Client Data, content, materials or instructions that infringe rights, are unlawful or were supplied without required authority;
- the Client’s marketing campaigns, recipient selection, lack of consent, failure to honour opt-outs or breach of privacy, spam or platform requirements;
- the Client’s use of Deliverables outside the agreed purpose, without required human oversight or contrary to Amtec’s written instructions;
- modification of Deliverables by the Client or a third party; or
- the Client’s material breach of these terms or the SOW.
The indemnity is reduced to the extent the claim was caused or contributed to by Amtec’s breach, negligence, fraud or wilful misconduct. Amtec must give reasonable notice of an indemnified claim and allow the Client reasonable participation in its defence, provided the Client may not settle a claim in a way that admits liability for or imposes non-monetary obligations on Amtec without consent.
The Client’s liability under this indemnity is subject to the limitations in clause 20, other than in respect of the Client’s own fraud or wilful misconduct.
To the maximum extent permitted by law, Amtec indemnifies the Client against third-party claims and reasonable external costs to the extent arising from:
- a claim that a Deliverable or Amtec Background IP, used in accordance with these terms and the SOW, infringes a third party’s intellectual-property rights; or
- Amtec’s breach of clause 17.
This indemnity is reduced to the extent the claim was caused or contributed to by the Client’s breach, negligence, fraud or wilful misconduct, by Client Data or Client instructions, or by modification of a Deliverable by the Client or a third party. The Client must give reasonable notice of an indemnified claim and allow Amtec reasonable participation in its defence.
If a Deliverable is or is likely to become the subject of an infringement claim, Amtec may at its option and expense procure the right for the Client to continue using the Deliverable, modify or replace it so that it is non-infringing while remaining materially equivalent in function, or, if neither is reasonably achievable, terminate the affected part of the SOW and refund the Fees paid for that Deliverable.
22. Suspension
Amtec may suspend Services, access, deployment or delivery if an invoice is overdue, required access or approvals are not provided, continued work presents a material security or legal risk, or the Client materially breaches the agreement.
Where reasonably practicable, Amtec will give notice and an opportunity to remedy. Suspension caused by the Client does not extend payment dates and may affect timelines and resource availability.
23. Termination
Either party may terminate a SOW for material breach if the breach is not remedied within 10 business days after written notice, or immediately if the breach cannot be remedied.
Amtec may terminate or suspend immediately for unlawful instructions, serious security risk, abusive or threatening conduct, insolvency, or persistent non-payment after notice.
For an ongoing retainer without a fixed minimum term, either party may terminate on 30 days’ written notice.
If the Client terminates a retainer with a fixed minimum term other than for Amtec’s material breach, the Client must pay the Fees for the remainder of the minimum term, less:
- any costs and expenses Amtec saves as a result of the early termination; and
- any amount Amtec earns, or by taking reasonable steps could reasonably be expected to earn, from reallocating the capacity reserved for the Client during the remainder of the minimum term.
Amtec must take reasonable steps to reallocate that capacity and must give the Client a written calculation of the amount payable under this clause.
The Client may terminate a fixed project for convenience on 14 days’ written notice. The Client must pay for Services performed, reserved capacity reasonably committed, approved work in progress, non-cancellable costs and reasonable transition work up to termination. Amounts already paid are applied to those amounts and are not refundable to that extent.
On termination, each party must return the other’s property and confidential information as reasonably practicable. Licences to Deliverables arise only to the extent the corresponding Fees have been paid. Accrued rights and clauses intended to survive termination continue.
24. Force majeure
A party is not liable for delay or failure caused by events beyond its reasonable control, including outages, cyber incidents not caused by its failure to take reasonable care, natural disasters, war, civil disturbance, government action, industrial disputes and failures of utilities or third-party platforms.
The affected party must notify the other and take reasonable steps to minimise the impact. Payment obligations for Services already supplied are not excused.
25. Disputes
Before commencing court proceedings, a party must give written notice of the dispute and senior representatives must attempt in good faith to resolve it.
If unresolved within 10 business days, either party may propose mediation in Melbourne, Victoria through a mutually agreed mediator. Each party bears its own costs and shares the mediator’s fees equally.
This clause does not prevent urgent interlocutory or injunctive relief for confidentiality, intellectual-property, security or payment matters.
26. Notices
Legal notices to Amtec must be sent to admin@amtecadvisory.com and may also be delivered to 74 Kooyong Road, Caulfield North VIC 3161, Australia. Notices to the Client may be sent to the contact details in the SOW.
An email notice is taken to be received on the next business day after sending unless the sender receives a delivery failure message.
27. General
The agreement is governed by the laws of Victoria, Australia. The courts of Victoria and courts entitled to hear appeals from them have non-exclusive jurisdiction.
Neither party may assign the agreement without the other party’s prior written consent, not to be unreasonably withheld, except to a related body corporate or as part of a genuine sale of substantially all of the relevant business, provided the assignee assumes the obligations.
A failure or delay to exercise a right is not a waiver. If a provision is invalid or unenforceable, it is severed or read down to the minimum extent necessary without affecting the remainder.
The agreement records the entire agreement about its subject matter and replaces prior discussions, subject to fraud and rights that cannot be excluded.
Changes must be agreed in writing. Electronic signatures, counterparts, email acceptance and online acceptance are permitted.
28. Contact details
AMTEC ADVISORY PTY LTD
ABN 92 697 826 627 | ACN 697 826 627
74 Kooyong Road, Caulfield North VIC 3161, Australia
Primary and legal contact: Benji Saddik
Email: admin@amtecadvisory.com