Terms of Service

Acceptance

  1. This an agreement between “C V ASSOCIATES Pty Ltd” Trading as “Riko Solutions”, its assignees and
    successors, who are also referred to as “we,” “our,” “us,” or “suppliers,” and the customers of Riko
    Solutions, whose description in the Proposal is either “you,” “party”, “your,” or “clients.”
  2. If you seek our services, you must consent to our Terms and Conditions the Proposal. Kindly contact us in
    case of any inquiries.
  3. In case you find any form of irregularity between the Proposal Document and the terms, the Proposal Document
    will supersede to the extent of the irregularity.
  4. The only way to confirm is the consensus is by signing and handing back the Proposal Document.

Term

  1. The beginning of the agreement is the date of commencements and it proceeds until termination, which is done
    under clause 7 or clause (Term).
  2. The commencement date of the Proposal Document marks the beginning of the services we offer for the period
    indicated in the Proposal Document.
  3. If we do not issue a Proposal Document in an agreement, either party can end the consensus by notifying us
    in writing within 30 days.

Services

  1. We may engage Third Parties as our contractors to carry out services outlined in the Proposal Document. We are not obligated to reveal the details of our contractors.
  2. We are not responsible for third parties who are not our contractors. They are not our employers, and
    therefore, they are your responsibility.
  3. The scope of our services is clear in the Proposal Document or the Proposal. If the client requests extra
    services that might change our services’ scope (variation), we have a choice to offer extra services and
    charge an additional fee for them.
  4. In case, we concede to offer additional services, we will inform you and agree with you about any extra
    charges that you may be chargable to the client. We will send through an estimate of charges, which may vary at the time of delivery unless advised prior to estimation.

Data

  1. The client will be needed to provide their data to the suppliers to enable them to render services.
  2. The client give the suppliers an exclusive copy of the license to allow them to provide them with specific
    service terms only. The services include:
    1. To supply them with services, which involves allowing clients, authorized users, and personnel to reach and
      use services.
    2. For diagnosis.
    3. To try, amplify, and adjust services.
    4. To advance other services offered, to prevent personal data from being revealed.
    5. As needed in execution, the obligations of the suppliers under this consensus.
    6. To store the transactional data for clients for thirty days.
  3. The clients mean and justify that any kind of data they give the supplier is solely their property, and they
    have exclusive rights to use it in any way they deem appropriate.
  4. The clients must admit and concede to several things.
    • First, the supplier may move data to another judicature. In such an instance, the supplier would be
      required to notify the clients and work on minimizing any risks that might impact the client’s right
      to use services.
    • Second, the supplier is not answerable to the existence of data in the client’s-controlled system.
    • Third, any form of data the suppliers share through “extension” stays in their systems for thirty
      days. By holding data for thirty days, the suppliers would be able to leverage third-party’s
      services, which require the installation of high-grade security precautions like Amazon Web Services
      (AWS).
    • Suppliers are not responsible for securing client’s data, but they may take care of it when it is in
      their possession for a short time.

Support Services

  1. Within these agreement terms, the suppliers will provide the clients’ support services as outlined in the
    Proposal Document under some conditions: One, the client will be required to notify the supplier from time
    to time about all applicable services based on any applicable systems or processes. Two, the clients will
    assist the suppliers to investigate and ascertain the cause of an error and give them any information
    related to the error.

Acceptance Testing

  1. Your acceptance of the services will depend on the acceptance of tests outlined in the Proposal Document or
    proposal.
  2. Upon receiving the services, you agreed to, within five days, you are required to inform us about your
    acceptance or refusal and the reasons for refusing.
  3. If the services offered fail to meet the acceptance test, you can give up on acceptance tests or request
    modification of services to agree with the acceptance test, or accept the services after agreeing that the
    acceptance test will be modified within a certain period.
  4. If the client requests an amendment based on clause 19, it will be done without extra cost, but a variation
    fee will apply in case of any other amendment.
  5. If the client uses services before acceptance in an operational environment, it will be assumed the client
    accepted, and therefore, the services passed all the acceptance tests.

Price, Invoicing, and Payment

  1. You concede paying us fees for the services as indicated in the Proposal Document. All the figures are in
    Australian dollars, and all the purchase prices exclude GST, unless mentioned and agreed otherwise.
  2. In case you disagree with the amount invoiced, you must notify us within 5 days from the date of the invoice
    about the amount you are willing to pay and the reasons why you disagree with the initial amount. You cannot
    disagree on payment after the five days lapse, and therefore, you must pay the amount you believe is due for
    payment on the date indicated on the Proposal Document within five days.
  3. In case you fail to pay the amount agreed in the terms on an invoice
    • It is at the disposition of the supplier to stop providing you services or postpone providing you the
      services or block your access to software and immediately begin recovering the amount owed and the
      additional expense incurred in the recovery.
    • For any amount unpaid from the due date, the supplier will charge an interest rate equivalent to the cash
      rate of Reserve Australia, which changes from time to time with an addition of 2% every month, computed
      daily and compounded every month.
    • The supplier may also contract a debt collection agent to recover such amounts.
    • Lastly, the supplier may report the client to independent credit data agencies.
  4. In case a client repays the amount owed in time, the supplier can restart the provision of services with a
    period it would deem as possible.

Warranties

  1. We guarantee that within the agreement term.
    1. We are authorized to sign an agreement.
    2. We have all the qualifications needed in agreeing.
    3. We will not be in breach of any obligation to a third party when providing your services.
    4. We will provide services while complying with all rules applicable.
    5. All our commitments under this agreement will be carried out having satisfied some necessities.
      1. First, the services will be carried out by qualified personnel.
      2. Second, they will be carried efficiently and professionally.
      3. Third, they will be carried out with due care and diligence by qualified personnel.
      4. Fourth, we are responsible for acquiring any agreement, permission, or licenses from other parties
        needed in giving the services, at our cost.
  2. Within the period the warrant is valid, we will correct any faults in the custom build software, which may
    cause it to dysfunction as outlined in the proposal as soon as you identify the faults.
  3. You guarantee that you will not attempt to hire, canvass, entice or solicit from us any employee or
    contractor working for us within the term we provide you services or one year after our agreement.
  4. You guarantee that before getting into this agreement that:
    1. You are not restricted by any law from consenting to our terms.
    2. You will provide us with all the information needed and you will observe all our demands from time to time,
      which will enable us to render the services.
    3. You guarantee to provide correct and absolute information.
    4. You guarantee not to breach any rights of third-party while obtaining our services.
    5. You must allow us practicable access to data as indicated in the Proposal Document or proposal for us to
      render our services.
    6. You will inform us regarding any concerns related to our services that you would like us to clarify or
      address.
    7. You are responsible for getting licenses, permission, or consent from other parties to enable you to receive
      our services.
    8. You consent to us using your name in a manner that can pinpoint you like in social media, blogs, case
      studies, or websites.
  1. If all these terms apply, you possess a valid ABN, which has been recommended to us.
  2. If all these terms apply, you are registered for GST.

Your Obligations

  1. The client will be needed to provide all the information mentioned in clause 4 timely for the Supplier to
    adequately provide the services as outline in the proposal.
  2. The clients at their own expense must:
    1. Must provide the suppliers with all practicable cooperation and assistance to enable the provision of timely
      and quality services, including obtaining consent from the personnel that enables both the clients and
      personnel to get involved in activities outlined in the proposal that enables the suppliers.
    2. Use all reasonable means to ensure data is free from virus, easily accessible, and disposable to allow us to
      provide our services.
    3. Allow us their personnel and suppliers to have practicable access to the clients’ system, where needed with
      the aim of supplying services.
  1. The client is responsible for using the services and must ensure no individual uses the services:
    1. To breach any rights of an individual, including intellectual property.
    2. To make defamatory publications.
    3. In a manner that stops the delivery of services.
  1. The client concede that:
    1. To be is fully responsible for all the users of the services, such as the personnel.
    2. In case the supplier wants to change the mode of software hosting service delivery or change client systems,
      the parties must concede in writing.

To Access Premises

  1. You must allow suppliers and personnel practicable access to your facilities, premises, and systems, which
    might be needed in enabling them to provide services. They must:
    1. Ensure the environment is safe and conducive to enable the supplier to work.
    2. Ensure enforcement of all health and safety responsibilities without excluding the supplier’s personnel who
      are part of the business as deemed necessary by the applicable laws concerning the health and safety of the
      workplace.

Our Intellectual Property

  1. We will license all materials that we will use in your work when carrying out services, and they are
    protected by the international and Australian laws. All the materials we will use are part of our
    intellectual property.
  2. We are in consensus that we solely own all the materials’ intellectual property rights, and none of the
    rights represents the transfer of ownership of our material, unless with our written consent.
  3. You are not guaranteed of licensing for using our materials or intellectual property in the materials, even
    when it is registered or unregistered, except with a written consensus or stated in the terms.
  4. You will breach our intellectual property rights if:
    1. Change any of our materials.
    2. Structure work from our materials or;
    3. If you resell our materials to a third-party, unless specified in the terms of the proposal.
  5. Your role is to cross-examine and approve all the specifications we draft for you, and once that is done any
    errors published after that are not our responsibility.
  6. Upon your making a written request, we will grant you intellectual property ownership rights for any custom
    build software as indicated in your proposal when you complete paying the amount invoiced.
  7. Based on clause 39, in case we create new material while providing services, we own the intellectual
    property for the new material, and we will give a non-transferable license for using the new material until
    the agreement lapses.

Your Intellectual Property and Moral Rights

  1. You concede to give us all information without excluding the intellectual property to allow us to render
    your services. You:
    1. Guarantee you own all the rights to allow us the intellectual property.
    2. Give a license that is long-term, free from royalty cost, non-exclusive, and with rights transferred across
      the world, which will demand us to offer services as you require.
    3. Agree to form an exclusion, which might constitute a breach of your upright rights.
  2. In case you own any moral rights for any intellectual property that you give us. You:
    1. Unchangeably agree to us using the intellectual property to provide you services without involving any form
      of authorship.
    2. You acknowledge that your agreement includes any omissions and acts excluded from any of our successors and
      licensees in the title; and
    3. Concede that your acceptance is truthful under the Copyright Act 1968 (Cth) and has not been caused by false
      statements.
  3. You accord us a license that is irrevocable, free of royalty cost, non-transferable, long-term, and
    non-sublicensable to use and showcase your logo, website links, business name, and trademarks for case
    studies and testimonial.

Confidential Information

  1. We, including contractors and employees, concede not to reveal sensitive information to any third party; to
    use any means possible to secure private information from any kind of unlicensed revelation; use private
    information solely for its need.
  2. You, including your employees and contractors, concede not to reveal our private information to a third
    party; to apply all means possible to secure sensitive information from any unlicensed use; use sensitive
    information solely for the reason we gave it to you.
  3. These rules do not apply to sensitive information that is :
    1. Licensed to be revealed.
    2. In the public light except violating terms.
    3. Obtained from a third party except where there is a violation of privacy.
    4. Authorized to be revealed by legislation plus under superpoena.
  4. Responsibilities under this clause pull through the end of these terms.

Feedback and Dispute Resolution

  1. The feedback to provide is of great importance. We hope to respond to your concerns effectively and timely.
    Kindly contact us in case you have any questions.
  2. In case of any disagreement between parties related to terms, they concede to the following procedure to
    solve the disagreement:
    1. The complaint must communicate in writing with the respondent to inform them of circumstances leading to the
      dispute, the expected outcome, and the actions deemed to help in solving the disagreement.
    2. Failure of solving the disagreement will necessitate the need for a mediator. If the parties do not get into
      a consensus regarding a mediator, they can request Legal Services Board in Victoria to choose a mediator for
      them, who will set up a date and location of mediation. The parties must take part in mediation with
      sincerity and participate in solving the disagreement.
  3. The parties seeking to solve the dispute are not predisposed to other laws or other claims under the terms.

Termination

  1. The parties may end up the agreement with a signed consensus. All the Proposal Documents that exist at the
    time of ending the agreement shall not lapse unless the consensus end like in clause 53, in which, all the
    Proposal Documents will lapse.
  2. Each party can separately end this consensus and any Proposal Documents involved if they:
    1. Violate this term’s material terms and fail to rectify it within ten business days of getting a notification
      to do that, as guided by any agreement lapse right.
    2. Stop operation without an heir.
    3. Look for security under the trust deed, insolvency, receivership, credit management, bankruptcy, comparable
      and composition proceeding, or if any charges are imposed against a party and not put away within sixty
      days.
  3. We may end the Proposal Document or temporarily delay the services affected by notifying you within five
    days in our judgment. If you fail to pay the invoiced amount within ten days or you have been uncooperative
    or provide critical information that has hindered us from rendering you the services.
  4. Regarding clause 52 and 53, concerning early lapse of this consensus or Proposal Document before the end of
    the term, you are required to pay fees between the date of agreement lapse and the date the service would
    have ended, if the agreement was not prematurely ended in full.
  5. Upon termination of the agreement, you:
    1. Must stop using the services.
    2. Concede any payments you made are not refundable, and you must pay invoices for the services offered to you
      and for the invoices that have not been sent to you for the services that have not been provided until the
      expiry of the agreement term.
    3. Pay the supplier for all the services ordered from third parties to enable them to provide you services.
    4. You concede to destroy or return our intellectual property or private information or documents related to
      our intellectual property and private information.
  6. Upon you complying with our termination terms, we promise to return or delete your intellectual property and
    confidential information or documents related to your intellectual property and private information. Upon
    completion of services, we will keep your documents as required by law. You concede we keep your documents
    expressly or impliedly referring to the agreement term.
  7. Upon termination, we can decide to give you dis-engagement support services at a rate that would be
    prevailing at that time after getting into a written agreement.
  8. Termination of these terms does not affect the parties’ remedies, obligations, and accrued rights.

Consumer Law, Limitation of Liability and Disclaimers

  1. The Australian Consumer Law (ACL) together with other consumer protection regulations may grant you
    warranties, rights, remedies, and guarantees that are statutory concerning the delivery of services. The ACL
    and these terms solely govern our liabilities, and one of these terms replaced your mandatory rights as
    consumers. You concede that the ACL and terms define the liabilities for the services provided to consumers.
    We allow all the warranties and conditions implied by your mandatory rights except those implied by the law.
  2. Our services and goods are guaranteed and cannot be exempted under the ACL. In case of major service
    failures, you have the right to end the agreement with us and get compensation for the unused segment or
    refund of its lowered value.
  3. In the case of major service failures, you have a right to choose a replacement or refund. If the failure is
    not major, you have a right to have it corrected within a practicable time. If it is not rectified in time,
    you have a right to cancel the contract and get compensation for the unused segment. You also have a right
    to be compensated for any anticipated failure of services and goods.
  4. Delay: The client is obliged to provide in time any material, information, consent, or approval from their
    personnel, and to cooperate. In case the clients violate these obligations, the supplier has a right to
    extend the time set for project completion and the supplier will not be liable for the failure of provisions
    of services created by the client.
  5. Referral: Upon your request, we might give you a third party’s contact information, although, we do not
    advocate to go for their services. We are not responsible and do not guarantee the advice or services you
    get to obtain from third parties, and we are not responsible for any kind of liability that may arise from
    your engagement with third parties.
  6. Insurance: We will pay and ensure business insurance is updated for the services at all times. You can call
    us to inquire about insurance policies and limits.
  7. Each party will issue each other with a copy of a currency certificate for each insurance policy mentioned
    in clause 65.
  8. Warranties: The suppliers want to do quality work but will not guarantee the services will be free from
    faults or will lack interruptions. Up to the limits authorized by law, we do ignore all the warranties
    implied or expressly not indicated in the agreement. We deny all warranties missing in the agreement,
    including the warranties that the services will result in a particular outcome and implied warranties of
    fitness and merchantability.
  9. Liability: The liability of the supplier in any year as given by the law is about the service rendered,
    agreement terms, and Proposal Document will be solely based on the supplier’s fee paid with respect for that
    one year contract regarding the provision of services that allow the possibility of liabilities.
  10. The supplier has no obligation to pay a claim or liability that may arise from consequential losses, data,
    losses or profits, reputation, or goodwill.
  11. The liabilities of the parties to the agreement are limited by the scope of the law, where their actions or
    omission result either leads to losses or damages.
  12. The law protects the suppliers against any damages that may arise due to:
    1. Guarantee (express or implied) or representations missing in the terms and are not part of the law.
    2. Alterations, loss of data, distortion in a part of the entire data.
    3. Faults in presentation, deleting, or use of data.
    4. Challenges in obtaining, collecting, retrieving, making use of data at whichever time.
    5. Any bug or fault, or malfunction of any item in your system.
  13. Despite supporting all the terms in this agreement, the supplier will not be responsible for service
    interruptions, breakdown of services, or system breakdown, created by third parties or their providers.
    Several conditions exist when we utilize third parties or their partners to deliver software:
    1. You reimburse us and protect us from any negative claims made against us by the software vendors resulting
      from your violation of this agreement, without exempting claims related to your acts or omissions comprising
      of your violation of the software belonging to the vendors.
    2. The supplier will not be responsible for any damage or losses caused by the vendor’s software.
  14. The supplier will not be responsible for any damage or losses caused by the vendor’s software.
  15. The supplier will not make any claims for liabilities arising from services offered by third parties.
  16. This clause will not pull through the end of these terms.

Indemnity

  1. You are responsible for and concede to reimburse and protect us from harm that might arise from liabilities,
    claims, suits, expenses, and actions without excluding costs that might arise from litigations cause
    directly or indirectly by:
    1. Our acquisition or utilization of data.
    2. Any kind of personal injury the personnel may have suffered at the site.
  2. You concede to work together with us at your own cost in resolving disagreements, objections, or litigations
    that may come up from your utilization of services or you giving us wrong information.
  3. This clause will pull through the end of these terms.

General

  1. Privacy: We concede to observe any legal demands of the Australian Privacy Principles as indicated in the
    Privacy Act of 1988 (Cth) that apply to us and any other rules relating to privacy as well as our privacy
    policy outlined in our website, where we are obliged to observe the Privacy Amendment Act of 2017 (Cth).
    Both parties are subject to schedule 4 of the Notified Data Breach.
  2. Data given to us may be revealed to other organizations to fulfill its purpose of collection. Such
    organizations include:
    1. Third-party service providers are responsible for providing services, such as web-hosting, debt collection,
      advertisement and marketing, problem-solving, and payroll, among other services.
    2. Third parties providing involved in enabling reporting, contractual responsibilities, or any relevant
      legislation.
    3. Any organizations associated with the supplier.
    4. Other organizations that you have expressly consented.
  3. The parties may live outside Australia from time to time. The general rule of the supplier to the parties is
    to obey the Australian privacy law. You concede your act of revealing personal information to other firms,
    the supplier will not be responsible for ensuring overseas organizations obey the Australian privacy law
    concerning personal information and we will not be responsible for its violation by recipients in oversea
    organizations.
  4. Publicity: You agree with us that we have undertaken work for you through advertisements or public
    announcements, concerning non-disclosure agreements signed between parties in writing.
  5. Email: You concede that we can send and receive emails from you. You free us from any form of a claim that
    may be related to unlicensed recording, interference, or reading information after sending it, copying,
    non-delivery, or delay of documents that may result due to a fault in the system or transfer of files.
  6. GST: GST payable will be indicated in the amount invoiced if it applies to the services. If you agree with
    these terms you consent paying a GST amount charged for the services.
  7. Relationship of parties: The intention of the terms is not to design a correlation between the parties to
    the business, they could be joint-ventures, partners, or employer-employee.
  8. Assignment: The terms of the agreement are personalized for the parties. Clients may need to obtain written
    consent from the suppliers when dealing with part of their full obligations outlined in the terms. The
    supplier may deal with part or their entire obligations indicated in the term without obtaining written
    consent from the clients.
  9. Severance: It would be essential to deem a provision enforceable or valid if it is held in the terms as
    invalid or unenforceable. However, if the provisions in the terms are deemed as not very essential in
    enabling it to be valid or enforceable, then the provision can be removed from the terms and the remaining
    provisions remain valid and enforceable.
  10. Force Majeure: We will not be responsible for any obligation that will fail or will not be performed as
    indicated in the terms if it will arise as a result of a force majeure event. We will notify you about a
    force majeure event. If such an event delays us with two months from carrying out our work, we may terminate
    our agreement by notifying you in writing.
  11. Notice: Any notice concerning either party directed to the other party will be included in the Proposal
    Document in writing. Our address is written on the Proposal Document. The notice will expire after posting
    or after the time of transmission.
  12. Jurisdiction & Applicable Law: These requirements are authorized by the Commonwealth Australia and the
    Laws of Victoria. Each party must submit to the entire Victoria, Australia’s courts’ administration.
  13. Entire Agreement: The terms mentioned in this document represent an agreement between you and us, including
    any documents, expressly referred to herein and it replaces any agreements signed before it, whether orally
    or in writing.
  14. All the clauses under the general rule will pull through the end of these terms.

Definitions

If these words are not defined in the proposal, Proposal Document or a schedule, they will mean:

  1. The agreement means the terms outlined, any special conditions, the schedules, any Proposal Document of
    proposals.
  2. Business Day means working days, which excluded public holidays as determined by Victoria, Australia,
    Saturdays, and Sundays.
  3. Business hours means business operations time, which is from 9 am to 5 pm.
  4. Claim means a lawsuit, a demand, action, contingency, future or present claim, injunction, specific
    performance, any liability, or ant kind of remedy (direct or indirect) arising from tort, contract, or
    negligence.
  5. Commencement Date means the schedule agreed for the project.
  6. Confidential information refers to personal information related to business operation schedules, processes,
    trade secrets, products and services, technical and marketing information, technology, intellectual
    property, idea, accounting, financial, clients, and suppliers, among other information, which is termed as
    confidential.
  7. The consequential loss means any damage or loss that arises from action.
  8. Contract year means twelve months marked by at the end of remembrance of the commencement date.
  9. Custom-built software means Custom Build Services’ output software
  10. Customized software means a software output tailor-made under the third party off-shelf software services.
  11. Data means documents, information, and any kind of personal information provided by our personnel to the
    supplier or retrieved by the supplier while rendering services.
  12. Electronic data means notes, information, and ideas used in communication, distribution, interpretation, and
    processing of electronic data processing systems or equipment and software for such equipment.
  13. Force Majeure Event means events that cannot be practicably controlled by a party. They include catastrophes
    like earthquakes, floods, fire, storms, terrorist attacks, epidemic, and explosions. Other events include
    sabotage, transport embargoes, a strike of the employees of a third party, rebellion, and war, among other
    events that could not be controlled.
  14. GST means is a taxation system under the Good and Service Tax Act of 1999 (Cth) that is timely revised or
    any applicable regulation.
  15. Hand-Over means when a training system has been availed, the last workshop has been carried out, and the
    last installation has been paid.
  16. Intellectual Property comprises of all rights related to industrial and intellectual property across the
    world, which might include analogous and copyright rights in the future, all intervention rights, business
    names, client names, trade secrets, circuits, and trade names.
  17. Laws mean legislations, rules, regulations, acts, ordinance, Commonwealth codes, and by-laws, or any
    territory or state laws.
  18. Liability means are costs, damages, payments, liabilities, debts, or expenses, legislation fees.
  19. Moral rights mean authorship’s rights and the right to have false attribution to a person’s authorship, and
    the right to authorship’s as outlined in the Copyright Act of 1968 (Cth).
  20. Order Commencement Date means the day the supplier will commence rendering services as indicated in the
    Proposal Document.
  21. Personal Information has its definition provided in the Privacy Act 1988 (Cth).
  22. Personnel means a party’s employee, contractor, or agent.
  23. Proposal means any proposal given to you that shows the extent of the services.
  24. Related Body Corporate is defined under Section 50 of the Corporations Act of 2001 (Cth).
  25. Services mean the functions, responsibilities, and services rendered by a supplier to you as indicated in
    the Proposal Document or proposal.
  26. Services Term is defined in the Proposal Document.
  27. The site means a client’s location.
  28. Software means services offered by software vendors or as a project we establish or licensed to you as
    indicated in the proposal. It includes documented instructions, any needed update or modification, or change
    of its parts as an after-sale service after getting into a consensus.
  29. Support hours mean the business operations hours.
  30. Support services are outlined in the proposal.
  31. The system means networks, hardware, IT systems, software the party use or it is time-related to the
    corporate body.
  32. The term is defined in clause 2.
  33. Third-party services mean any materials provided by third parties, such as services, systems, hardware, and
    any infrastructures third parties give to enable suppliers to provide services.
  34. UAT means User Acceptance Test, which is test clients take up to establish whether the software’s
    performance is similar to what is indicated on the proposal as well as checking the functionality of the API
    plug stated in the proposal.

Riko Digital acknowledges the Aboriginal and Torres Strait Islander peoples as the true custodians of the land in which we live and work.