This Integration Platform Services Agreement ("Agreement") is made as of the effective date ("Effective Date") between Managed Functions Pty Ltd (ABN 44 627 195 135), a company incorporated in New South Wales, Australia ("Company"), and [Partner Company Name], a company incorporated in [Partner's Jurisdiction] ("Partner"). Collectively, the Company and the Partner are referred to as the "Parties."
The purpose of this Agreement is to establish a collaborative business relationship between the Company and the Partner. The Company has developed an Integration Platform comprising of a development environment and deployed functions to facilitate the integration of various business systems. The Partner wishes to utilize the Integration Platform and associated services to provide integration solutions to its customers.
2.1. "Integration Platform" refers to the Company's proprietary platform, which includes a development environment and a proprietary build process that deploys integration functions as serverless functions on various cloud platforms such as AWS, GCP, Azure, Cloudflare, Oracle, or other cloud platforms.
2.2. "Function" means a specific piece of code designed to facilitate the exchange of data between two or more business systems. An integration typically consists of several functions, with each function responsible for a specific type of data. For example, an integration that includes invoices, credit memos, suppliers, general ledger accounts, and cost centers would have five distinct functions.
2.3. A "Project" is a unique instance of work undertaken by the Parties under this Agreement. It is created within an online project tracking system and sets out the specific integration functions to be built, monitored, and maintained for a particular customer. The Project Definition includes, but is not limited to:
(a) A list of the integration functions to be built, which may include descriptions of data types being integrated (e.g., invoices, credit memos, suppliers, GL accounts, and cost centers), and any additional technical requirements or specifications.
(b) The roles and responsibilities of each Party in relation to the development, deployment, monitoring, and maintenance of the integration functions.
(c) The cloud infrastructure(s) where the integration functions will be deployed (e.g., AWS, GCP, Azure, Cloudflare, Oracle, or other cloud providers).
(d) The charging model for the Project, including any applicable monthly platform fees, function fees, cloud provider costs, and development resource costs.
(e) The agreed-upon timeline and milestones for the completion of the integration functions and any subsequent monitoring and maintenance activities.
(f) Any other relevant information, requirements, or specifications necessary for the successful completion of the integration functions and the ongoing monitoring and maintenance of the integrated systems.
3.1. The Company shall provide Partner with access to the Integration Platform and associated services, including development and monitoring services. The Company may also provide additional services as mutually agreed upon in writing.
3.2. The Company shall ensure that the Integration Platform is updated, maintained, and operates according to the specifications agreed upon between the Parties.
3.3. Partner shall have the option to use its own developers to work on the Integration Platform, subject to the terms and conditions of this Agreement.
3.4. The Parties shall work together to achieve successful integration projects for the Partner's customers, ensuring high-quality deliverables and customer satisfaction.
4.1. The Partner shall pay the Company the following fees for the use of the Integration Platform and associated services:
(a) A monthly platform fee of $2,500;
(b) A monthly fee of $10 per Function;
(c) Costs incurred from the cloud providers if using Company's cloud infrastructure;
(d) Costs incurred from other third-party provides such as data extraction services;
4.2. In addition, the Partner shall pay the Company for the use of its development and support resources at a rate of $80 per hour.
4.3. The Company shall invoice the Partner for the fees and charges specified in this Section, and the Partner shall pay each undisputed invoice within 14 days of receipt.
4.4 All fees are quoted in US Dollars.
4.5 Each party shall be responsible for its own taxes, including, but not limited to, income taxes, withholding taxes, sales taxes, and value-added taxes (VAT) arising out of or in connection with the transactions under this Agreement. The Parties shall cooperate in good faith to minimize any tax liabilities and share relevant information and documentation as reasonably necessary to comply with applicable tax laws and regulations.
5.1 The Partner shall ensure that its agreement with each Customer for the provision of the Services (the "Customer Agreement") is consistent with and incorporates terms and conditions that are substantially similar to the terms and conditions of this Agreement. Partner shall include provisions in the Customer Agreement that adequately protect the Company's rights, interests, and intellectual property, and that address any liabilities, indemnification obligations, and other relevant provisions as set forth in this Agreement. Partner shall provide the Company with a copy of the standard Customer Agreement upon request. The Company reserves the right to request reasonable modifications to the Customer Agreement to ensure compliance with this clause.
6.1. The Company retains all intellectual property rights in the Integration Platform, including any improvements, modifications, or enhancements made during the term of this Agreement.
6.2. The Partner shall not use, reverse-engineer, decompile, or otherwise attempt to derive the source code, underlying ideas, or algorithms of the Integration Platform except for the purpose of providing services to customers covered under this Agreement.
6.3. The Parties shall maintain the confidentiality of any information disclosed or obtained in connection with this Agreement, in accordance with the terms of any separate non-disclosure agreement executed between them.
7.1. Each Party's liability under this Agreement shall be limited to direct damages caused by its failure to exercise reasonable care in the performance of its obligations under this Agreement.
7.2. Neither Party shall be liable for any indirect, incidental, consequential, special, or exemplary damages, even if such Party has been advised of the possibility of such damages.
7.3. Each Party shall indemnify, defend, and hold harmless the other Party from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with (a) any breach of this Agreement by the indemnifying Party or (b) any gross negligence or willful misconduct by the indemnifying Party, its employees, agents, or contractors.
7.4. Subject to applicable law and notwithstanding any other provision in this Agreement, each Party's total liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the aggregate amount paid or payable by the Partner to the Company under this Agreement during the 12 months immediately preceding the event giving rise to the claim.
7.5. The limitation of liability set forth in Clause 6.4 shall not apply to:
(a) any breach of confidentiality obligations;
(b) any indemnification obligations;
(c) any liability arising from willful misconduct, gross negligence, or fraud by either Party; or
(d) any liability which cannot be lawfully limited or excluded under applicable law, including but not limited to liability under the Australian Consumer Law.
8.1. This Agreement shall have an initial term of three (3) years from the Effective Date. Upon expiration of the initial term, this Agreement shall automatically renew annually until terminated in accordance with the terms of this Agreement.
8.2. Either Party may terminate this Agreement for convenience with ninety (90) days' written notice to the other Party. Termination of this Agreement under this clause will not affect the operation of any Project entered into by the Parties prior to termination of this Agreement.
8.3. Either Party may terminate this Agreement with immediate effect upon written notice to the other Party if the other Party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach.
9.1. This Agreement shall be governed by and construed in accordance with the laws of New South Wales, Australia, without regard to its conflict of laws principles.
9.2. The Parties agree to use good faith efforts to resolve any dispute arising out of or in connection with this Agreement through negotiation. If the Parties are unable to resolve the dispute through negotiation within thirty (30) days, the dispute shall be submitted to binding arbitration in accordance with the rules of the Australian Centre for International Commercial Arbitration. The arbitration shall take place in Sydney, New South Wales, and the decision of the arbitrator(s) shall be final and binding upon the Parties.
10.1. This Agreement, together with any Project entered into by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.
10.2. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.
10.3. Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, except to a successor in interest in the event of a merger, acquisition, or sale of all or substantially all of the assets of the assigning Party.
10.4. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from this Agreement and the remaining provisions shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
|Managed Functions Pty Ltd||[Partner Company Name]|