Managed Services Terms and Conditions

Effective Date: 1/July/2025

Parties:
Service Provider: PiSell Pty Ltd ("Provider", "we", "us")
Client: The party receiving the services ("Client", "you")
These Terms and Conditions ("Terms") govern all Managed Services provided by PiSell outside the scope of PiSell's standard SaaS subscription packages ("Managed Services"). By engaging PiSell for such services, you agree to be bound by these Terms.

1. Nature of Services

1.1 The Managed Services consist of operational or management tasks performed by the Provider's personnel on behalf of or in support of the Client's business operations. This includes, but is not limited to, content creation, configuration changes, account management, operational setup, and other agreed tasks.
1.2 These services are distinct from and in addition to the standard SaaS functions included in the Client's subscription package.
1.3 Unless expressly stated otherwise, these services are either

(i) provided on a paid basis as per the agreed service order, or
(ii) provided as a complimentary value-add with no service fee.

2. Scope of Rights and Obligations

2.1 Provider's Obligations

(a) Perform the agreed tasks with reasonable skill, care, and diligence, following the Client's confirmed instructions.

(b) Deliver the agreed work in accordance with Clause 4 ("Delivery Standards").

2.2 Client's Obligations

(a) Provide timely, accurate, and complete information necessary for the Provider to perform the services.

(b) Ensure that any instructions given are lawful, clear, and within the agreed scope.

(d) Accept that where services are provided free of charge, the Provider shall have no obligation to re-perform or revise the work except in cases outlined in Clause 4.4.

3. Liability and Limitation

3.1 General Limitation
Unless prohibited by law, each party's total liability for any claims arising out of or in connection with the Managed Services shall not exceed the total amount paid by the Client to the Provider for the specific service in question. Even in circumstances involving Gross Negligence or Wilful Misconduct, this liability cap shall not be exceeded, except where mandatory law prohibits limitation or exclusion of liability.

3.2 Client Failure to Perform Obligations
If the Client fails to provide, in a timely, accurate, and complete manner, the information, materials, or cooperation reasonably required for the performance of the services, or fails to make payment within the agreed timeframe:

(a) the Provider shall bear no liability for any resulting delays, reduction in service quality, or outcomes that do not meet the Client’s expectations;

(b) any previously agreed or estimated delivery timelines shall automatically lapse, and new timelines shall be recalculated from the date on which the Client has fully performed its obligations;

(c) in such circumstances, the Provider may suspend the services until the Client has fully complied, or, where necessary, refuse to continue providing the services; and

(d) the Client’s breach or delay shall not affect its payment obligations, and the Client remains liable to pay for all work completed by the Provider up to and during such period.

3.3 Free Services
Where the Managed Services are provided free of charge, the Provider shall have no liability whatsoever for any loss, damage, or costs. The Client's liability to compensate the Provider for losses caused by the Client's breach remains unaffected.

Where liability cannot be excluded by law, or where such liability arises due to the Provider's Gross Negligence or Wilful Misconduct, the Provider's maximum liability shall be limited to the lower of:

(a) an amount calculated on the basis of the normal fee rate for equivalent services, determined by multiplying the actual hours spent by the agreed hourly service rate; or

(b) AUD 500.

3.4 Provider Failure to Perform Obligations

(a) In cases of Gross Negligence or Wilful Misconduct (as defined in Clause 8), the Provider's liability shall not be excluded.

(b) Nothing in this Agreement excludes liability that cannot legally be limited, such as liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence.

3.5 Exclusion of Indirect Loss
Neither party shall be liable for any indirect, consequential, incidental, or punitive damages, including loss of profit, business, or data.

4. Delivery Standards

4.1 Delivery Method
Delivery is deemed completed when the Provider sends the deliverables in writing via email, through an agreed instant messaging group (e.g., WeCom/Enterprise WeChat, WhatsApp), or by any other mutually agreed method of delivery.

4.2 Delivery Timeframe
Any timelines stated for delivery are indicative unless expressly agreed in writing as binding.

4.3 Acceptance Period
If the Client does not respond within three (3) business days of delivery, the deliverables will be deemed accepted and the service considered complete.

4.4 Post-Acceptance Changes
Any changes requested after acceptance will be treated as new tasks and charged separately, except for corrections to:

(a) Objective factual errors that should have been identified in reasonable due diligence;
(b) Formatting or technical defects that prevent intended use;
(c) Clear deviations from the agreed scope that are evident without subjective interpretation.
All other changes will be considered out-of-scope.

5. Fees and Payment

5.1 Fees (if applicable) shall be as agreed in the relevant service order or quotation.

5.2 Payments shall be made in accordance with the invoice terms issued by the Provider.

5.3 Free services will be recorded as complimentary in the service documentation but remain subject to these Terms.

6. Term and Termination

6.1 These Terms apply to each engagement for Managed Services from the date of acceptance until completion of the service.

6.2 For one-off paid services, once payment has been received and the Provider has commenced the service, the Client shall have no right to cancel or request a refund, except where termination is required by applicable law.

6.3 Either party may otherwise terminate a service engagement for convenience with written notice, subject to settlement of any fees due for work performed up to termination.

7. Intellectual Property

7.1 Unless otherwise agreed in writing, all deliverables created by the Provider in the course of the Managed Services shall be the property of the Client upon full payment of applicable fees.

7.2 The Provider retains the right to reuse general know-how, templates, and tools developed in the course of providing the services.

8. Definitions of Legal Terms in Context

For the purposes of these Terms:

(a) "Due Diligence" means the standard level of verification, checking, and quality control reasonably expected from a competent professional in the relevant industry before delivering work to the Client.

(b) "Gross Negligence" means a severe and substantial failure to exercise Due Diligence, constituting a marked departure from the standard of care that a reasonable service provider would apply in similar circumstances.

(c) "Wilful Misconduct" means intentional wrongdoing, or reckless disregard for known risks, with the knowledge that damage would probably result.

9. Confidentiality

Both parties shall keep confidential all non-public information received from the other in the course of providing or receiving the Managed Services and shall use such information solely for the purpose of fulfilling their obligations under these Terms.

10. Governing Law and Dispute Resolution

10.1 These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which PiSell Pty Ltd is registered (Victoria, Australia), excluding its conflict of law rules.

10.2 Any disputes arising under these Terms shall first be resolved by good-faith negotiation; if unresolved, disputes shall be submitted to the competent courts of Victoria, Australia.

11. Entire Agreement

These Terms, together with any specific service orders or written variations agreed by the parties, constitute the entire agreement regarding the Managed Services and supersede all prior discussions or understandings.