Terms of Business
KangaSys Terms of Business
Company: KangaSys Pty Ltd
ABN: 27 665 996 154
Address: Level 5 Nexus Building, 4 Columbia Court, Baulkham Hills NSW 2153, Australia
Scope
1.1 These Terms of Business govern the provision of software products, implementation projects, support services, and consulting services provided by KangaSys to its clients.
Products and Software Licences
2.1 KangaSys grants clients a non-exclusive, non-transferable licence to use its software products, subject to the terms outlined in any applicable Licence Agreement.
2.2 Software is licensed, not sold. Title and ownership of all intellectual property rights remain with KangaSys.
2.3 Subscription-based licences will automatically renew annually unless otherwise terminated by either party with 30 days’ written notice.
Implementation Services
3.1 Implementation projects will be scoped and quoted separately. A Statement of Work (SOW) will outline deliverables, timeframes, assumptions, and client responsibilities.
3.2 Delays caused by client dependencies (e.g., access to systems, data provision) may impact project timelines and costs.
3.3 Additional work outside the agreed SOW will be quoted and billed separately.
Support and Maintenance Services
3.1 Implementation projects will be scoped and quoted separately. A Statement of Work (SOW) will outline deliverables, timeframes, assumptions, and client responsibilities.
3.2 Delays caused by client dependencies (e.g., access to systems, data provision) may impact project timelines and costs.
3.3 Additional work outside the agreed SOW will be quoted and billed separately.
Consulting Services
5.1 Consulting engagements, including business analysis, integration, and advisory services, will be provided based on agreed scopes or hourly/daily rates.
5.2 Deliverables for consulting projects will be specified in separate agreements or Statements of Work.
5.3 Consulting fees are exclusive of taxes, expenses, and third-party costs unless expressly stated otherwise.
Intellectual Property (IP)
6.1 KangaSys retains all ownership rights to its software, materials, methods, documentation, and enhancements developed or provided under these Terms.
6.2 Client-specific configurations, dashboards, and reports produced during implementation may be used by the client but remain based on KangaSys IP foundations.
6.3 Clients may not copy, modify, distribute, or create derivative works based on KangaSys' products without prior written consent.
6.4 Data and reports generated using KangaSys software, based on the client’s own input or operational data, remain the property of the client.
Resale Restrictions
7.1 Clients are not permitted to resell, sublicense, lease, distribute, or otherwise transfer any KangaSys software licence or associated services to any third party without prior written consent.
7.2 Clients wishing to act as resellers or distributors must enter into a formal Reseller Agreement with KangaSys.
7.3 Any unauthorised resale or distribution is considered a material breach of these Terms and may result in immediate termination of licences and legal action.
Payment Terms
8.1 All fees must be paid within 7 business days of the invoice date unless otherwise agreed in writing.
8.2 Late payments may incur interest charges at 2% per month or the maximum allowable rate under Australian law, whichever is lower.
Confidentiality
9.1 Both parties agree to keep confidential all information that is marked confidential or that by its nature is confidential.
9.2 Obligations of confidentiality survive termination of the business relationship.
Limitation of Liability
10.1 KangaSys' liability is limited to the total amount paid by the client in the 12 months preceding the claim.
10.2 KangaSys is not liable for indirect, incidental, special, or consequential damages.
Termination
11.1 Either party may terminate for convenience with 60 days’ written notice (subject to the terms of specific contracts or licences).
11.2 Termination for breach requires 30 days’ notice with an opportunity to cure.
11.3 Upon termination, clients must cease use of any non-perpetual licences and return or destroy confidential information.
Force Majeure
12.1 Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) if such failure or delay is caused by circumstances beyond that party’s reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, strikes, labour disputes, government action, or failure of suppliers, utilities, or telecommunications.
12.2 If a Force Majeure event continues for a period exceeding sixty (60) days, either party may terminate the affected services by providing thirty (30) days’ written notice to the other party.
12.3 The affected party must promptly notify the other party of the Force Majeure event and make reasonable efforts to mitigate the impact of the event.
Governing Law
13.1 These Terms are governed by the laws of New South Wales, Australia. Any disputes will be subject to the exclusive jurisdiction of the courts of New South Wales.
For any queries regarding these Terms of Business, please contact:
Email: support@kangasys.com | Phone: (+61) 02 8860 6434
