TERMS & CONDITIONS
This agreement is between FullAD Pty Ltd (we/our/us) and the Client (you/your) engaging FullAD to
provide software development and software support services. You accept this agreement by signing below,
clicking a box indicating your acceptance or executing an order form that references this agreement or by
payment of a deposit authorising work on your quoted project to begin. If you are accepting these terms and
conditions on behalf of an entity, you represent that you have the authority to bind such entity and its
affiliates to these terms and conditions.
These terms were last updated on Match 30, 2020 and are effective between You and Us as of the date of
you accepting them
Provision of Purchased Services :
We will (a) make the Services available to You pursuant to this
Agreement and the applicable Order Forms, (b) provide Our standard support for the Purchased Services to
You at no additional charge, and/or upgraded support if purchased, and (c) use commercially reasonable
efforts to make the Purchased Services hosted by us available 24 hours a day, 7 days a week, except for: (i)
planned downtime (of which We shall give at least 8 hours electronic notice and which We shall schedule to
the extent practicable during the weekend hours between 6:00 p.m. Friday and 3:00 a.m. Monday Pacific
time), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for
example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other
labor problem (other than one involving Our employees), Internet service provider failure or delay,
Non-FullAD Application malfunction, or denial of service attack.
Protection of Your Data :
We will maintain administrative, physical, and technical safeguards for protection
of the security, confidentiality and integrity of Your Data. Those safeguards will include, but will not be limited
to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except
(a) to provide the Purchased Services and prevent or address service or technical problems, (b) as
compelled by law, or (c) as You expressly permit in writing
Conflicts of Interest :
We will have in place and maintain processes for the early detection and mitigation of
conflict of interest risks. These will include but not be limited to the following safeguards:
Declaration - We will declare the potential conflict of interest to the client as soon as we become
aware of it as well as explain to both clients the safeguards put in place to mitigate the potential
conflict of interest risk.
Screens - Software Engineers working on one project are prohibited from certain kinds of
communication with Software Engineers working on a project for a competing client; for instance
prohibiting discussion of technical requirements and coding outside of closed, project specific
electronic discussion boards. Where necessary, for example on projects that require verbal group
discussions, these prohibitions will be augmented by placing the Software Engineers in separate
locations (on different floors or in different buildings) and putting controls on e-mail and file access.
Project Management - Technical Project Managers are prohibited from working on two or more
projects that have been identified during the business development or requirements definition stage
to pose a conflict of interest risk for clients (e.g same product in the same industry)
Code of Ethics - we require all of our Software Engineers to pass accreditation and maintain
membership with the Israeli Computer Society. As part of this, our Software Engineers
subscribe the ACS' Code of Ethics which stipulates and enforces honesty and protection of client
"Confidential Information" means all information disclosed by a party ("Disclosing Party") to
the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that
reasonably should be understood to be confidential given the nature of the information and the
circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information
includes the Services and Content; and Confidential Information of each party includes the terms and
conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing
plans, technology and technical information, product plans and designs, and business processes disclosed
by such party. However, Confidential Information does not include any information that (i) is or becomes
generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known
to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to
the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the
Disclosing Party, or (iv) was independently developed by the Receiving Party. The Receiving Party will use
the same degree of care that it uses to protect the confidentiality of its own confidential information of like
kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for
any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing
Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its
Affiliates' employees and contractors who need that access for purposes consistent with this Agreement and
who have signed confidentiality agreements with the Receiving Party containing protections no less stringent
than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third
party other than its Affiliates, legal counsel and accountants without the other party's prior written consent.
Quality Assurance :
We provide quality assurance through 4 steps: (1) We undertake automated and
manual testing of the developed application for internal signoff of its proper functioning (2) You undertake
manual testing of the developed application and sign off on its proper functioning (3) We run an automated
test once the application goes live (4) We give you 14 days after the application goes live to identify any final
issues. Thus we demonstrate the application's functionality materially complies with the relevant
Specifications to the Customer. The Customer is responsible for conducting any additional testing of the
deliverables subject to any applicable Acceptance Criteria agreed on by the parties before the tests take
place. If the Customer reasonably determines a submitted deliverable does not materially comply with the
Acceptance Criteria, it must provide its reasons to FullAD in writing within 14 Business Days of the software
being made available for client testing. FullAD will then use commercially reasonable efforts to promptly
resolve any deficiencies raised by the Customer and submit the deliverable for re-testing. Unless otherwise
agreed by FullAD, the Customer agrees not to use the Software before its acceptance except to complete
the tests. If the Customer uses the Software in live commercial use, acceptance of the tests will be deemed
to have occurred.
Our Personnel :
We will be responsible for the performance of Our personnel (including Our employees and
contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified
The customer must let FullAD know of any defect in the operation of the Software in
writing as soon as it becomes aware of the defect and agrees that FullAD may resolve the defect remotely.
IT Environment :
The client is responsible for ensuring that the IT environment in which the application is
installed is in good working order and that it has sole responsibility for the availability and integrity of the that
environment. The client is responsible for taking all reasonable precautions to safeguard its business and
specifically its IT Environment, the Software and all software and data to minimise potential loss or
disruption, including (as applicable) implementing effective audit control, working methods, firewalls, virus
checking controls and data security measures including appropriate data and software back-ups.
Milestone Review Process
The client will have the opportunity to review project progress at the end of each identified project stage.
FullAD will provide the client with a 7 day window in which the client can request a face to face or phone
based meeting to review progress. This 7 day period will begin from the date FullAD issues notice via email
that the particular stage is ready for review. If the Client does not review progress within this period the
particular stage milestone will be deemed to be signed off on by the client and the next payment installment
will become due.
Final Testing :
The client is responsible for final testing of the application to ensure it complies with their
requirements before going live. FullAD has a 4 step quality assurance process that requires us to test
automatically and manually that the software meets requirements specifications prior to going live and after
going live. Part of this quality assurance process requires the customer to test the software before it goes
live and after it goes live. After carrying out this process, FullAD does not accept responsibility for losses or
damage arising from errors within any application. FullAD also does not accept responsibility for errors,
damages, losses or additional costs that relate to third party products.
Permissions & Copyright :
The client will obtain all necessary permissions and authorities with respect to
the use of all copy, graphics, logos, names and trademarks and any other material supplied by the client to
FullAD. Supply of said material by the client to FullAD shall be regarded as a guarantee from the client
that all such permissions and authorities have been sought and obtained for said material.
No responsibility will be accepted by FullAD for damages or losses incurred by the client from the use of
material for which permission or authority has not been obtained.
The client is responsible for paying invoices by the due date specified on the invoice in
line with FullAD's terms of payment. FullAD incurs expenses for Software Engineering wages, software
development platforms, purchase of copyright items (e.g. customer specific images, modules etc.). We incur
these expenses prior to invoicing the client. Any late payments usually create cash flow challenges for us.
As a result, we will postpone work on any project as soon as soon as an invoice related to that project
becomes overdue. The project due date will be extended in line with the postponement time. Invoices that
become overdue by more than 21 days may be referred onto a debt collection agency and all fees incurred
to recover the owed amounts are payable by the client.
Should you wish to cancel after having authorised us to begin development, FullAD will
invoice you for any work completed to date, as a percentage of the total work involved. You must advise
FullAD in writing of the request not to proceed with work.
FEES & PAYMENT FOR PURCHASED SERVICES
Invoicing and Payment :
We will invoice you as per the agreed payment schedule. Unless otherwise stated,
invoiced charges are due net 14 days from the invoice date. You are responsible for providing complete and
accurate billing and contact information to Us and notifying Us of any changes to such information.
Overdue Charges :
If any invoiced amount is not received by Us by the due date, then without limiting Our
rights or remedies, (a) those charges may accrue late interest at the rate of 10% of the outstanding balance
per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future
any future work on prepayment basis.
Suspension of Service and Acceleration
If any amount owing by You under this or any other agreement
for Our services is 14 or more days overdue, We may, without limiting Our other rights and remedies,
accelerate Your unpaid fee obligations under such agreements so that all such obligations become
immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will
give You at least 10 days' prior notice that Your account is overdue, before suspending services to You.
We will not exercise Our rights under the section "Overdue Charges" or "Suspension of
Service and Acceleration" above if You are disputing the applicable charges reasonably and in good faith
and are cooperating diligently to resolve the dispute.
Indemnification by Us :
We will defend You against any claim, demand, suit or proceeding made or brought
against You by a third party alleging that the use of a Purchased Service in accordance with this Agreement
infringes or misappropriates such third party's intellectual property rights (a "Claim Against You"), and will
indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for
amounts paid by You under a court-approved settlement of, a Claim Against You, provided You (a) promptly
give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the
Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases
You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information
about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no
cost to You (i) modify the Service so that it no longer infringes or misappropriates (ii) obtain a license for
Your continued use of that Service in accordance with this Agreement. The above defense and
indemnification obligations do not apply to the extent a Claim Against You arises from Content, a
Non-FullAD Application or Your breach of this Agreement.
Indemnification by You
You will defend Us against any claim, demand, suit or proceeding made or
brought against Us by a third party alleging that Your Data, or Your use of any Service or Content in breach
of this Agreement, infringes or misappropriates such third party's intellectual property rights or violates
applicable law (a "Claim Against Us"), and will indemnify Us from any damages, attorney fees and costs
finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement
of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give
You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any
Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable
assistance, at Your expense.
All intellectual property created by FullAD is absolutely retained by FullAD. Fees paid by the customer
under these terms do not constitute consideration for ownership of created IP by the customer. FullAD may
separately negotiate custom licensing or intellectual property assignment arrangements in relation to the
created IP. Such an agreement must be recorded in writing as special terms overriding the provisions of this
agreement in relation to intellectual property.
Subject to the customer's compliance with all the above terms, FullAD grants the customer a non-exclusive,
irrevocable, perpetual and fee free license to use the software for the purpose which it was intended. This
grant is also subject to the customer warranting that it will not, nor will it allow any third party to, separate out
the created IP and use it for any other project or purpose, including transplanting that IP into other code,
documentation or artefacts. The customer grants FullAD a non-exclusive, irrevocable, perpetual, fee free
license to use the customer IP, in its minimum usable form and without such customer IP being deemed to
be confidential information, insofar as it is inextricable from the created IP, for the purposes of exploiting the