6.1. Cooperation; Delays
A. Each party agrees to cooperate reasonably and in good faith with the other in the performance of the Professional Services and acknowledges that delays may otherwise result. Customer agrees to provide, or provide access to, the following: office workspace, telephone and other facilities, suitably configured computer equipment with Internet access, complete and accurate information and data from its employees and agents, continuous administrative access to its salesforce.com account, coordination of onsite, online and telephonic meetings, and other resources as reasonably necessary for satisfactory and timely performance of the Professional Services.
B. Customer is also responsible for the following: (i) assigning a dedicated internal project manager for each Statement of Work to serve as a single point of contact for Consultant; (ii) defining and maintaining its business objectives and requirements that will guide its use of the salesforce.com application; (iii) reviewing customizations made to the salesforce.com application for conformance with relevant requirements; (iv) training its users generally in the use of the salesforce.com application; and (v) administering the salesforce.com application generally for its own internal business purposes.
C. Each party agrees its respective employees and agents will reasonably and in good faith cooperate with each other in a professional and courteous manner in the performance of their duties under this Agreement. Either party may suspend performance hereunder immediately upon written notice should the other party’s employees or agents fail to act accordingly.
D. Except where the relevant Statement of Work provides otherwise, scheduling of Consultant’s resources must be agreed to no later than ten (10) business days prior to the date work is scheduled to begin. Subsequent scheduling changes requested by Customer may result in additional fees. Delays caused by Customer under a Statement of Work to which Consultant has dedicated resources and begun work will be billed to Customer as follows: (i) offsite planned resources will be billed at 50% of the planned hours during the period of the delay; and (ii) onsite planned resources will be billed at 100% of the planned hours during the period of the delay (maximum of 8 hours per business day). Delays caused by Customer that exceed ten (10) business days shall entitle Consultant to terminate the relevant Statement of Work for cause immediately upon written notice.
“Confidential Information” shall mean all confidential or proprietary information disclosed orally or in writing by one party to the other that is identified as confidential or whose confidential nature is reasonably apparent. Confidential Information shall not include information which: (a) is or becomes a part of the public domain through no fault of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure or any breach of confidence; (d) is independently developed by the receiving party; or (e) is required to be disclosed by law. Each party agrees to hold the other’s Confidential Information in confidence, and not to use or disclose such Confidential Information other than in connection with performance of obligations hereunder.
A. Upon completion of each deliverable under a Statement of Work, Consultant will provide a complete copy thereof to Customer and, upon request, demonstrate to Customer its functionality in conformance with the relevant specifications. Customer is responsible for conducting any additional review or testing of such deliverable pursuant to any applicable acceptance criteria or test suites agreed upon by the parties for such deliverable.
B. If Customer, in its reasonable and good faith judgment, determines that any submitted deliverable does not meet the applicable functional requirements set forth for such deliverable in the relevant Statement of Work, Customer must notify Consultant within ten (10) business days after Consultant’s submission of the deliverable to give written notice to Consultant specifying any deficiencies in detail. Consultant shall use commercially reasonable efforts to promptly cure any such deficiencies within twenty (20) business days of such notice and then resubmit the deliverable for further review and acceptance testing in the same manner.
C. Customer shall provide Consultant a written acceptance of each deliverable promptly upon acceptance. Failure to reject a deliverable within the applicable acceptance period shall be deemed acceptance of such deliverable.
D. The Customer will take responsibility for the health and safety of any Consultants who may be working on business premises under the control of the Customer.
6.4. Changes to Scope
Any changes to the scope of work under a Statement of Work shall be made by written change order or amendment to the Statement of Work signed by an authorized representative of each party prior to implementation of such changes. The Consultant will be entitled to charge the Customer at standard rates for the investigation and implementation of any such proposed change.
6.5. Relationship between the Parties
Consultant is an independent contractor; nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. Each party shall be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes. Each party shall maintain appropriate worker’s compensation and general liability insurance for its employees.
6.6. Governing Law; Venue
This Agreement shall be governed by the internal laws of the State of NSW.
6.7 Force Majeure
Neither Riverdale nor its Supplier shall be liable for failure or delay in performing its obligations under this agreement if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labour disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Services.
Consultant may, in its reasonable discretion, use third party contractors inside or outside the Australia to perform any of its obligations hereunder, including but not limited to migration of Customer data.