Consulting Terms & Conditions

Consultation engagements are accepted with the understanding that the scope of work is clearly defined before commencement. Additional work in the form of enhancements, change requests, additional projects or any other form that requires Readify consultants to be engaged in a capacity outside the defined scope of work must be agreed to PRIOR to commencement of said additional work.

If a purchase order or other documentation is required, it is the responsibility of the authorising officer to obtain and forward such documentation at the time the consultation is booked.

Payment must be received the earlier of 14 days from invoice date, or prior to the commencement of the consultation period, except where existing arrangements are in place between Readify and the client.

All major credit cards are accepted in addition to other traditional forms of payment.

Unless otherwise contractually agreed to, the following cancellation fees and terms apply:

• If the engagement is cancelled up to 2 weeks prior to intended commencement; or
• If the engagement is cancelled anywhere in the 2 weeks prior to intended commencement; or
• If the engagement is cancelled during an engagement that is less than a month in duration; or
• If the engagement is cancelled during an engagement longer than a month duration, then the remainder of the month’s consultation fee will be charged.

   

All intellectual property rights (IP), including present and future copyright, in any work created by Readify consultants or Readify's agent and employees during the course of or in connection with the consulting engagement are and will be the property of the customer.

Readify will ensure that the consultants assigned to the engagement will execute all documents and do all things necessary to effect the assignment of Intellectual Property Rights to the customer.

Nothing in the agreement between Readify and the customer will operate in a way to assign or transfer any title in or ownership of any Intellectual Property Rights in the Readify Materials, including all pre-existing materials used by Readify in the act of performing the agreed services in which the Intellectual Property Rights are owned by Readify or its subcontractors prior to their use in the consulting engagement. This is clearly defined in the engagement contract that must be agreed to by the customer prior to commencement of the engagement.

Unless otherwise specified in the agreement, Readify grants the customer a royalty-free, irrevocable, non-transferable and non-exclusive licence to use the Readify Materials described above only to the extent required to receive and use the services.

Notwithstanding anything to the contrary in agreement between Readify and customer, Readify may use Residual Information in its business activities, provided such use does not:

• infringe any patents, copyrights, circuit layout rights, registered designs, trademarks or business names of the customer or any third party; or
• involve any use or disclosure of the customers's Confidential Information, including without limitation any information or materials relating to:
  • the customer's software and Intellectual Property Rights (including any information relating to the architecture and design of customer's software); or
  • the customer's customers; or
  • any of the customer's business plans, strategies or projects, including the customer's sales and marketing strategies.

For the purposes of the previous clause, “Residual Information” means those ideas, concepts and know-how and techniques, in intangible form, related to the provision of Services under this Agreement which:

• are contained in the customer's Confidential Information; and
• are retained in the unaided memories of the employees or contractors of Readify who have had access to such information in the course of providing the Services under this Agreement.

As specified above, in general Readify acknowledges the customer's intellectual property, which is protected under our Intellectual Property and Non-Compete policies. Specifically Intellectual Property falls into two domains:

Technical Domain IP

• Incorporates general technical know-how, including the application of various software development tools and techniques as well as the associated infrastructure products, used during this engagement. Readify and the customer will agree that all Technical Domain IP associated with this engagement, including IP brought to the project by Readify and/or any discoveries made during the engagement, will be owned jointly and separately by Readify and the customer, provided that such IP is not already protected by any third-party patents or copyrights. This Technical Domain IP can be used independently by either party, at any time during or after the engagement, without requiring the consent of the other party.

Business Domain IP

• Incorporates specific business know-how provided by the customer as part of this engagement, including documented business processes, where the specific business know-how is:
  • Unique to the customer, and
  • Provides the customer with a commercial competitive advantage

   

Readify and the customer agree that Business Domain Intellectual Property as described above remains the sole property of the customer, and further agree that:

• Readify will not use knowledge of this unique Business Domain Intellectual Property to provide a third-party organisation business logic advice for a software solution which would breach the definitions above,
• Readify may provide consulting services to a company in competition with the customer, including design or development of a similar software solution, provided that the business logic for that solution is not provided by Readify.