The Professional Services Terms and Conditions (“Professional Services Terms”) set forth the terms and conditions pursuant to which Riverdale provides Professional Services to customers (each a “Customer”), as specified in a quote/website from Riverdale to Customer that references these Professional Services Terms . “Professional Services” means the provision by Riverdale to the Customer of Salesforce.com CRM configuration, custom development, integration and support services so that Customer may access configured CRM via the internet.

1.1 These Terms & Conditions govern your use of Riverdale (the “Service”), a professional service company that provides Salesforce CRM configuration, custom development, Integration and support. This service is provided to you on an “AS IS”, “AS AVAILABLE” basis subject to the provisions contained herein for your personal or business use only. Any other use or attempt to use it for other purposes, directly or indirectly, by you or by a third party is prohibited.

1.2 Unless explicitly stated otherwise, any new features that augment or enhance the current service shall be subject to these Terms and Conditions of Service. The Service consists of CRM services stated above. Your participation in the Service is conditional upon your acceptance of these stated terms and conditions. Please read the following terms and conditions. Your acceptance of these terms and conditions is indicated by your payment for the services.

1.3 Riverdale reserves the right, at its discretion, to change or modify all or any part of these Terms and Conditions at any time. Such changes or modifications shall be effective immediately upon notice published on the www.riverdalecloud.com.au your continued use of the Service constitutes your binding acceptance of these terms and conditions, including any changes or modifications made by Riverdale as permitted above. If at any time these Terms and Conditions are no longer acceptable to you, you should follow the termination policy as per the clause.

The Services provided under the Services Agreement will be billed according to the fee schedule set forth in the Quote.  Unless otherwise specifically stated in the Quote, the fees do not include expenses; Customer shall reimburse Service Provider for all reasonable travel, food, lodging, and other out-of-pocket expenses incurred in the performance of the Services Agreement. Service Provider agrees to comply with Customer’s expense policies, as long as Customer provides those policies to Service Provider with reasonable advance notice and in writing. If any additional work is performed beyond the Completion Date or scope of the Services Agreement, the rate will be mutually agreed upon by the parties or if no such rate is established, such work will be performed under Service Provider’s standard rate in effect at the time. All charges and fees set out in the Quote are quoted exclusive of applicable taxes, duties, or similar charges. Customer shall pay all sales, use, withholdings, excise, or other taxes or duties arising out of the Services Agreement, provided, however, that Customer shall not be responsible for taxes on the net income of Service Provider.

Notwithstanding any provision to the contrary herein, any and all payments required to be made hereunder shall be timely made by the Customer, and no payments to Service Provider shall be withheld, delayed, reduced, or refunded if Service Provider has fully and completely performed its material obligations and its inability to meet any schedule requirements is caused by Customer’s failure to acceptance of services delivered within five working days, provide certain of its facilities, computer resources, software, personnel, or business information.

Customer agrees to provide Service Provider with a valid purchase order, if applicable, promptly upon execution of a Quote.  Notwithstanding anything to the contrary herein, any and all terms contained in invoices, purchase orders, acknowledgments, shipping instructions, or other forms exchanged between the parties in connection with the Services shall be void and of no effect. Customer’s failure to issue a purchase order or provide such purchase order to Service Provider, however, will in no way relieve Customer of any obligation entered into pursuant to the  Services Agreement, including, but not limited to, its obligation to pay Service Provider in a timely fashion. The payment policy applies to customers for the services rendered by the service provider on Salesforce CRM in the absence of a Purchase order.

Any late payment will be subject to costs of collection (including reasonable legal fees) and bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial periods) or at the maximum rate permitted by law, whichever is less.

4.1. Term

This Agreement shall commence on the Effective Date and shall remain in effect for an indefinite period from the date of signature by parties and shall continue until terminated in accordance with the provisions of this Agreement.

4.2. Termination for Convenience

A. Customer may terminate this Agreement and/or any Statement of Work hereunder at any time for convenience by providing Consultant thirty (30) business days prior written notice, except for Statements of Work that are billed in advance or that otherwise expressly do not permit cancellation or termination for convenience. If Customer terminates a Statement of Work for convenience prior to its completion, then (i) Consultant will stop work under the Statement of Work promptly upon notification; and (ii) Customer will be billed for (A) in the case of a T&M Statement of Work, the planned hours under that Statement of Work during such notice period; or (B) in the case of a fixed fee Statement of Work, a prorated amount corresponding to the planned work during such notice period.

B. Consultant may terminate this Agreement at any time for convenience by providing Customer thirty (30) business days prior written notice; provided, however, that any Statement of Work outstanding at the time of such a termination by Consultant shall continue to be governed by this Agreement as if it had not been terminated.

4.3. Termination for Material Breach

Either party may terminate this Agreement and/or any Statement of Work hereunder if the other party is in material breach of this Agreement or such Statement of Work and has not cured such breach within thirty (30) days of written notice specifying the breach. Consent to extend the cure period shall not be unreasonably withheld, so long as the breaching party has commenced cure during the thirty (30) day period and is pursuing such cure diligently and in good faith.

4.4. Failure to Make Payment

Notwithstanding anything in this Section 4 to the contrary, if Customer fails to make payment on any due date, Consultant shall have the right to suspend Professional Services hereunder and, if such failure to make payment has not been cured within fifteen (15) days of the due date, upon written notice terminate this Agreement and any or all outstanding Statements of Work hereunder.

In the event Riverdale and you are unable to resolve any issues, the parties will agree to attend a teleconference meeting to discuss the issues (“Dispute Resolution”). Both parties agree to attempt to resolve the issues in good faith as per the list below. If the parties are unable to resolve the dispute, either party may elect to cancel the Services and this agreement.

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.

6.2. Confidentiality

“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.

6.3. Acceptance

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.

6.8. Subcontractors

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.

The provisions of these Conditions together with the applicable Quote and Professional Services Addendum referenced herein constitute the entire agreement between the parties with respect to the subject matter herein and supersede all prior agreements, oral or written, and all other communications relating to the subject matter of the Services Agreement. The Services Agreement may only be modified or supplemented by a writing manually signed by the authorized representatives of the parties. Notwithstanding the foregoing, Service Provider reserves the right to modify these Conditions at any time by posting such amended Conditions to Service Provider’s site. Each provision of the Services Agreement is a separately enforceable provision. If any provision of the Services Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of the Services Agreement will remain in full force and effect and will be interpreted, to the extent possible, to achieve its purposes without the invalid, illegal, or unenforceable provision. Any waiver made by either party of any term or condition of the Services Agreement shall not be deemed or construed to be a waiver of such term or condition for the future, or any subsequent breach thereof. Both parties agree to abide by the export control laws/regulations of the US and other countries, as applicable. Each party is and will remain an independent contractor with respect to all performance rendered pursuant to the Agreement. The headings of the Services Agreement are provided for reference only and will not be used as a guide to interpretation. All notices under this Services Agreement will be in writing and will be considered given as of twenty-four (24) hours after sending by electronic means (such as fax or e-mail as duly provided by the authorized representatives of either party for the said purpose) or by overnight air courier service, or as of forty-eight (48) hours after deposit in the mail (certified, return receipt requested) to the addresses specified on Quote. Customer may not assign or transfer the Services Agreement by operation of law, change of control, or otherwise without the prior written consent of Service Provider. In no event will either party be liable to the other for any delay or failure to perform due to causes beyond the control and without the fault or negligence of the party claiming excusable delay, but only to the extent that such delay could not have been avoided by the taking of reasonable precautionary measures. Such causes include, but are not limited to, acts of God, floods, fire, utility failure, acts of terrorism, and war. The terms of Sections 4 and 5 will survive the termination of the Services Agreement.

Customer may not assign this Agreement by operation of law, change of control or otherwise (“Assign”) without the prior written consent of Service Provider, and such consent shall not be unreasonably withheld. Notwithstanding the language of this Section 5.16, however, Customer may Assign this Agreement to any person, firm or corporation which, through merger, acquisition by or of Customer or otherwise, succeeds to all or substantially all of Customer’s business, provided (i) Customer provides Service Provider with thirty (30) days prior written notice; (ii) the assignee does not compete directly or indirectly with Service Provider; (iii) Customer and any assignee are current in all fees due hereunder to Service Provider; (iv) any such assignee agrees in writing to be bound by the terms and conditions of this Agreement; and (v) if Customer is the acquired party, the licenses and rights of Customer under this Agreement shall apply to, and may be exercised only in connection with, the operations of Customer as they exist on the date of the acquisition, and the Deliverables, materials, and Confidential Information of Service Provider may be made available only to Customer personnel working in such operations. Any purported assignment of this Agreement in violation of this Section will be deemed void.

Some portions of the service may include links to third party sites. These links allow you to exit these Websites and enter third party or other users Websites. These links are provided only as a convenience. The linked Websites are not reviewed, controlled or examined by Riverdale and Riverdale is not responsible for the Information, advertising, products, resources or other material, of any linked site or any link contained in a linked site. The inclusion of any link does not imply endorsement of the linked site by Riverdale. In no event shall Riverdale be liable, directly or indirectly, to anyone for any damage or loss arising from or occasioned by the creation, use or reliance, on the third parties’ Websites or the Information, advertising, products, resources or material accessed through these Websites.

1. LIABILITY CAP. SERVICE PROVIDER’S (AND ITS AFFILIATES, LICENSORS AND AGENTS) LIABILITY ARISING OUT OR RELATED TO THE SERVICES AGREEMENT WILL NOT EXCEED, IN THE AGGREGATE, THE FEE ACTUALLY PAID TO SERVICE PROVIDER FOR THE SERVICES UNDER A QUOTE THAT IS THE SUBJECT OF THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FILING OF SUCH CLAIM.

2. DISCLAIMER OF DAMAGES. IN NO EVENT WILL SERVICE PROVIDER (OR ITS AFFILIATES, LICENSORS OR AGENTS) BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES OR ANY LOSS OF REVENUE, GOODWILL, PROFITS, DATA OR DATA USE ARISING OUT OR RELATED TO THE  SERVICES AGREEMENT.

3. THE LIABILITIES LIMITED BY SECTIONS 5.4.1 AND 5.4.2 APPLY: (i) TO LIABILITY FOR NEGLIGENCE; (ii) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE; (iii) EVEN IF SERVICE PROVIDER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; (iv) ATTORNEYS FEES AND COSTS, AND (v) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THIS SECTION 5, SERVICE PROVIDER’S (AND ITS AFFILIATES, LICENSORS AND AGENTS) LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.

• Ownership. All Deliverables produced by Service Provider under the Services Agreement shall not be considered to be works made for hire and shall be exclusively owned by Service Provider and no ownership rights thereto shall accrue in any manner to Customer, and Customer hereby agrees, upon written request from Service Provider, to assign any rights of Customer in such Deliverables to Service Provider.  However, Service Provider hereby grants to Customer, at no additional charge, a worldwide, nonexclusive, license to (i) modify and otherwise create derivative works based on the Deliverables, and (ii) reproduce, distribute, perform, and display (publicly or otherwise), and otherwise use and exploit the Deliverables and derivative works thereof solely in connection with Service Provider licensed under a separate license agreement.  Nothing in the  Services Agreement shall preclude Service Provider from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by Service Provider in the performance of Services hereunder.
• Confidentiality. Either Party (“Receiving Party”) agrees to keep confidential all technical, product, business, financial, and other information regarding the business and software programs of the other Party (“Disclosing Party”), its affiliates, customers, employees, investors, contractors, vendors, and suppliers (the “Confidential Information”). For clarity, the term ‘Confidential Information’ does not include any personally identifiable information. Obligations with respect to such information (if any) will be set forth in a separate written agreement between the parties. Receiving Party shall at all times protect and safeguard the Confidential Information and agrees not to disclose, give, transmit, or otherwise convey any Confidential Information, in whole or in part, to any third party. Receiving Party shall not, by authorized or unauthorized access, review, reverse engineer, disassemble, or decompile any Confidential Information. Except as provided hereunder, Receiving Party agrees that it will not use any Confidential Information for its own purpose or for the benefit of any third party and shall honor the copyrights and other intellectual property rights of the Disclosing Party and will not copy, duplicate, or in any manner reproduce any such copyrighted materials. Upon request of Disclosing Party or upon termination of the Services Agreement, the Receiving Party shall promptly deliver to the Disclosing Party any and all documents, notes, or other physical embodiments of or reflecting the Confidential Information (including copies thereof) that are in its possession or control.

Third Party Rights. Customer acknowledges that in the event Service Provider provides Services pertaining to any third party products (including software, hardware, equipment or any other material), all rights in such third party products (“Third Party Rights”) are retained by the respective third party. Customer shall be required to obtain any Third Party Rights from the respective third party directly and any rights in the Service Provider Services related to such Third Party Rights shall be subject to Customer’s agreement with the respective third party.