Terms of Service

1. Services and Engagement

1.1 Service Description

Panoptes provides professional consulting services in the following areas:

• Data engineering and infrastructure development
• Analytics and business intelligence solutions
• Machine learning and MLOps implementation
• Workflow automation and orchestration
• DevOps and cloud infrastructure consulting
• Custom software development and consulting

Services are provided on a project-by-project basis or through ongoing consulting arrangements as agreed in writing.

1.2 Scope of Work

Specific services, deliverables, timelines, and fees will be outlined in a separate Statement of Work (SOW) or project agreement. In the event of any conflict between these Terms and a SOW, the SOW will take precedence with respect to that specific engagement.

1.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time. We will provide reasonable notice of material changes where practicable.

1.4 Website Usage

Our website provides information about our services and showcases our expertise through case studies and insights. The content is provided for informational purposes only and does not constitute professional advice or create a client relationship unless separately agreed in writing.

2. Client Obligations

2.1 Accurate Information

You agree to provide accurate, complete, and timely information necessary for us to perform the services. You are responsible for the accuracy of all data, materials, and information you provide.

2.2 Access and Cooperation

You agree to provide reasonable access to your systems, data, personnel, and facilities as necessary for us to perform the services. You will designate appropriate personnel to act as points of contact and provide timely decisions and approvals.

2.3 Third-Party Services

You are responsible for obtaining and maintaining any third-party services, infrastructure, or licences required for your use of our deliverables, unless we have specifically agreed to provide such services in a SOW.

2.4 Prohibited Uses

You agree not to use our services or website for any illegal purpose or in violation of any applicable laws or regulations. Prohibited activities include but are not limited to:

• Violating intellectual property rights
• Introducing malicious code, viruses, or harmful components
• Attempting unauthorised access to our systems or those of other clients
• Interfering with the proper functioning of our services or website
• Using our services to process, store, or transmit illegal content

3. Intellectual Property Rights

3.1 Client Data and Pre-Existing IP

You retain all rights, title, and interest in and to your pre-existing intellectual property, including your business data, proprietary information, and materials provided to us. You grant us a limited, non-exclusive licence to use such materials solely for the purpose of providing the services.

3.2 Deliverables

Ownership of deliverables will be specified in the applicable SOW. Typically, upon full payment of fees, you will own the final deliverables created specifically for you, subject to any third-party components or open-source software licences.

3.3 Panoptes Tools and Methodologies

We retain all rights to our pre-existing intellectual property, including methodologies, frameworks, tools, templates, and know-how developed prior to or independently of any engagement with you. We may continue to use and develop such intellectual property for our business purposes and other clients.

3.4 Open Source Software

Our deliverables may incorporate open-source software components, which are governed by their respective open-source licences. We will inform you of any significant open-source dependencies, and you agree to comply with applicable open-source licence terms.

3.5 Third-Party Components

Any third-party software, platforms, or components used in delivering services remain the property of their respective owners. You may require separate licences for the use of such components.

4. Fees and Payment

4.1 Pricing and Invoicing

Fees for services will be specified in the applicable SOW. Unless otherwise agreed, fees are quoted in Australian Dollars (AUD) and exclude GST, which will be added where applicable.

We will invoice you according to the payment schedule specified in the SOW. If no schedule is specified, we will invoice monthly in arrears for services performed.

4.2 Payment Terms

Invoices are payable within 30 days of the invoice date unless otherwise agreed in writing. Payment should be made via bank transfer or other agreed method to the account details specified on the invoice.

4.3 Late Payments

Overdue amounts will accrue interest at the Reserve Bank of Australia cash rate plus 2% per annum, calculated daily and compounded monthly. We reserve the right to suspend services if payment is more than 30 days overdue until all outstanding amounts are paid.

4.4 Expenses

Unless otherwise agreed, you will reimburse us for reasonable out-of-pocket expenses incurred in connection with the services, including travel, accommodation, and third-party service costs. We will obtain your approval for significant expenses in advance where practicable.

5. Confidentiality

5.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other, whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

5.2 Obligations

Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose such Confidential Information to third parties except as permitted under these Terms; and (c) use such Confidential Information only for purposes related to the services.

We may disclose your Confidential Information to our employees, contractors, and professional advisers who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those in these Terms.

5.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without confidentiality obligations; or (d) is independently developed without use of the disclosing party's Confidential Information.

5.4 Data Security and Privacy

We implement reasonable technical and organisational measures to protect your information from unauthorised access, disclosure, or loss. For details on how we collect, use, and protect personal information, please see our Privacy Policy.

6. Warranties and Disclaimers

6.1 Professional Standards

We warrant that we will perform all services with reasonable skill and care, consistent with industry standards for data engineering, analytics, and consulting services. This is your sole and exclusive warranty with respect to our services.

6.2 No Warranty of Results

While we strive to deliver high-quality solutions, we do not warrant that our services will meet your specific business objectives, achieve particular results, or be error-free. The success of any project depends on many factors, including your cooperation, the accuracy of information provided, and external circumstances beyond our control.

6.3 Third-Party Services

We make no warranties regarding any third-party software, platforms, or services that may be used in connection with our services. Such third-party components are provided "as is" and are subject to their own terms and conditions.

6.4 Website Content

Our website content, including case studies, insights, and other materials, is provided for informational purposes only. We make no warranties regarding the accuracy, completeness, or timeliness of such content.

6.5 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on you by the Australian Consumer Law or any other applicable law that cannot be excluded, restricted, or modified by agreement.

7. Limitation of Liability

7.1 Liability Cap

To the maximum extent permitted by law, our total aggregate liability arising out of or related to these Terms or the services, whether in contract, tort (including negligence), or otherwise, will not exceed the total fees paid by you to us in the 12 months preceding the event giving rise to the liability.

7.2 Exclusion of Consequential Damages

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of business opportunity, or business interruption, even if advised of the possibility of such damages.

7.3 Australian Consumer Law

The limitations and exclusions in this section are subject to the Australian Consumer Law and other applicable laws that cannot be excluded by agreement. Where the Australian Consumer Law or other applicable law implies a guarantee or condition into these Terms, and that law prohibits us from excluding or modifying our liability, our liability for breach of that guarantee or condition will be limited (at our option) to:

• In the case of services: resupplying the services or paying the cost of having the services resupplied; or
• In the case of goods: replacing the goods, supplying equivalent goods, repairing the goods, or paying the cost of having the goods replaced, repaired, or acquiring equivalent goods.

7.4 Indemnification

You agree to indemnify, defend, and hold harmless Panoptes, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your breach of these Terms; (b) your use of our services or deliverables; (c) your violation of any law or the rights of any third party; or (d) any content or data you provide to us.

We will indemnify you against third-party claims that deliverables we create specifically for you (excluding third-party components and open-source software) infringe the intellectual property rights of a third party, provided you notify us promptly of such claim and allow us to control the defence.

8. Term and Termination

8.1 Term

These Terms commence when you first engage our services or use our website and continue until terminated in accordance with this section. Individual service engagements will have terms as specified in the applicable SOW.

8.2 Termination for Convenience

Either party may terminate an ongoing service engagement for any reason upon 30 days' written notice to the other party. Fixed-term projects as specified in a SOW may be subject to different termination provisions as outlined in that SOW.

8.3 Termination for Cause

Either party may terminate these Terms or any SOW immediately upon written notice if the other party: (a) materially breaches these Terms or the SOW and fails to cure such breach within 14 days of receiving written notice; (b) becomes insolvent, enters into liquidation, or ceases to carry on business; or (c) commits a breach that cannot be remedied.

8.4 Effect of Termination

Upon termination:

• You must pay all fees for services performed up to the termination date, plus any approved expenses incurred
• We will deliver all completed deliverables and work in progress upon receipt of payment
• Each party will return or destroy the other party's Confidential Information upon request
• Sections relating to fees, intellectual property, confidentiality, warranties, liability, and dispute resolution will survive termination

9. General Provisions

9.1 Governing Law and Jurisdiction

These Terms are governed by the laws of New South Wales, Australia. Both parties irrevocably submit to the exclusive jurisdiction of the courts in that State and any courts that may hear appeals from those courts.

9.2 Dispute Resolution

Before commencing legal proceedings (except for urgent interlocutory relief), the parties agree to:

• First, attempt to resolve the dispute through good faith negotiation between senior representatives of each party
• If negotiation fails within 30 days, participate in mediation conducted by an independent mediator agreed upon by both parties or appointed by the Resolution Institute
• Share the costs of mediation equally unless otherwise agreed

Nothing in this clause prevents a party from seeking urgent injunctive or equitable relief from a court.

9.3 Force Majeure

Neither party will be liable for any failure or delay in performing its obligations due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of government authorities, pandemics, or failure of third-party infrastructure. The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact.

9.4 Assignment and Subcontracting

You may not assign or transfer these Terms or any SOW without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets. We may engage subcontractors to perform services, but we remain responsible for their performance and compliance with these Terms.

9.5 Entire Agreement

These Terms, together with any applicable SOW, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous understandings, agreements, representations, and warranties.

9.6 Amendments

We may update these Terms from time to time by posting a revised version on our website with an updated "Last updated" date. Material changes will be notified to active clients via email. Your continued use of our services after changes take effect constitutes acceptance of the revised Terms. Changes to specific service engagements must be agreed in writing by both parties.

9.7 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

9.8 Waiver

No waiver of any provision of these Terms will be effective unless in writing and signed by the party granting the waiver. No waiver of any breach will constitute a waiver of any other breach.

9.9 Notices

All notices under these Terms must be in writing and will be deemed given when delivered personally, sent by email (with confirmation of receipt), or three business days after being sent by registered post. Notices to Panoptes should be sent to the contact details below. Notices to you will be sent to the email or postal address you have provided.

10. Contact Information

If you have any questions about these Terms or wish to contact us regarding a service engagement, please reach out: