1. Introduction
This Development & Other Service(s) Provider Agreement ("Agreement") is entered into between BAI Projects Pty Ltd (ACN 670 634 161) of Level 38, 71 Eagle Street, Brisbane, Queensland 4000, Australia, and BAI Teams, Inc., a Delaware C Corporation with a registered address at 2261 Market Street, San Francisco, CA 94114, United States (collectively, "BAI," "We," "Us," or "Our") and the Service Provider ("You" or "Your") identified in an executed BAI Projects Development & Other Service(s) Order Form ("Service Provider Order Form"). Together, these entities are referred to as the "Parties."
This Agreement incorporates the following documents:
The Service Provider Order Form;
These Development & Other Service(s) Provider Terms and Conditions;
The BAI Projects Information Security Standards.
If You have previously provided Services to Us, those Services are incorporated into this Agreement. Any Deliverables and Intellectual Property created before this Agreement shall be treated as New Materials under this Agreement.
2. Prior Engagement(s)
You assert that You have the necessary skills, resources, qualifications, and experience to provide the Services and Deliverables outlined in the Order Form to the standard of quality reasonably expected of a Service Provider.
3. Engagement
During the Term, You are engaged to produce the result(s) and Deliverables described in the Order Form. You are paid a fixed price, or milestone payments tied to acceptance of those Deliverables, for producing the agreed result, and not by reference to time worked. In providing the Services, You agree to provide them:
In accordance with this Agreement and the BAI Projects Information Security Standards, as may be amended;
With due care, skill, and diligence;
In a professional and expedient manner, adhering to agreed Timeframes or Milestones;
Consistent with the specifications in the Order Form and industry best practices, while retaining control over the manner, means and methods by which You produce the result.
4. Service Provider Responsibilities
You agree to:
Produce and deliver the Deliverables in accordance with the specifications, acceptance criteria and Timeframes set out in the Order Form;
Supply, at Your own cost, all plant, equipment, tools of trade, hardware and software necessary to produce the Deliverables. We are not required to provide any tools, equipment, workspace or materials, other than any of Our systems, data or access expressly listed in the Order Form;
Provide Us with reasonable evidence of progress against Milestones upon Our request;
Comply with all applicable laws, policies, and regulations, including those related to data protection, security, privacy, workplace health and safety, and equal opportunity;
Assign to Us all Intellectual Property Rights in any materials created for Us, including any third-party Intellectual Property used in connection with the Services;
Ensure that You and Your Personnel maintain all relevant qualifications, certifications, permits, and work authorizations necessary to perform the Services;
Promptly disclose any actual or potential conflict of interest that may arise during the term of this Agreement.
5. BAI's Responsibilities
We agree to:
Provide You with all necessary access and information required to perform the Services;
Cooperate with You in good faith to enable the timely delivery of the Services;
Ensure that any proprietary materials provided to You remain confidential.
6. Payment Terms
Payments will be made in accordance with the Service Provider Order Form, as a fixed price or in milestone amounts tied to acceptance of Deliverables, and not by reference to time worked.
Invoices must include detailed descriptions of the Deliverables completed and accepted, and are payable on acceptance of the relevant Deliverable or Milestone.
Payments will be made within 30 days from the date of invoice submission, provided the invoice is in compliance with this Agreement.
We may withhold payment if Services or Deliverables are not provided as per agreed specifications.
Any late payments will be subject to 1.5% interest per month.
7. Intellectual Property
7.1 Ownership
We own all Intellectual Property Rights in any materials or Deliverables created under this Agreement (New Materials).
You assign all rights in the New Materials to Us immediately upon their creation.
7.2 License to Use Materials
You retain ownership of any pre-existing Intellectual Property developed prior to this Agreement (Your Materials).
You grant Us a worldwide, irrevocable, royalty-free license to use Your Materials to the extent necessary for Us to receive the benefit of the Services.
8. Confidentiality
You agree to:
Maintain strict confidentiality regarding all proprietary or sensitive information disclosed during the engagement.
Not use any Confidential Information for Your benefit or disclose it to any third party without Our written consent.
Ensure Your Personnel also adhere to this confidentiality obligation.
9. Data Protection & Security
You must comply with all data protection laws, including GDPR (EU), CCPA (US), and Australian Privacy Principles.
You shall ensure that no Harmful Code, malware, or unauthorized scripts are introduced into Our systems or Deliverables.
In the event of a data breach, You must notify Us within 48 hours and take all reasonable actions to mitigate the impact.
10. Termination
10.1 Termination for Convenience
Either Party may terminate this Agreement with 30 days' written notice.
10.2 Termination for Cause
We may immediately terminate this Agreement if:
You materially breach any provision of this Agreement and fail to remedy it within 10 business days;
You engage in conduct that damages Our reputation;
You become insolvent or unable to fulfill Your obligations under this Agreement.
Upon termination:
You must immediately cease all work and return all Our materials.
We will compensate You for any accepted Deliverables completed before termination.
11. Liability & Indemnification
You indemnify Us against any losses, damages, or claims arising from:
Your breach of this Agreement;
Any third-party claims related to Intellectual Property infringement;
Any data breach or security incident caused by Your negligence.
You further warrant that each Deliverable will conform in all material respects to the specifications and acceptance criteria set out in the Order Form. If We notify You of a defect, error or non-conformance within [30 / 60 / 90] days of acceptance (the "Warranty Period"), You will, at Your own cost, re-perform or rectify the affected Deliverable so that it conforms. If, after reasonable attempts, You are unable to achieve conformance, Your liability for that Deliverable is limited to a refund or credit of the fees paid for it. Re-performance or, failing that, such refund or credit is Our sole and exclusive remedy for non-conformance.
This rectification obligation applies only to non-conformance with the agreed scope and specifications in the Order Form, and does not extend to: (a) requirements, changes or work outside the agreed scope; (b) defects caused by materials, data, systems, instructions or third-party components supplied by Us; (c) modification or use of the Deliverables by Us or any third party other than as intended; or (d) the Deliverables operating in an environment or manner not contemplated by the Order Form.
Our total liability under this Agreement shall not exceed the total amount paid to You in the six (6) months preceding the claim.
12. Dispute Resolution
Any dispute must first be resolved informally through good-faith discussions.
If unresolved within 20 business days, the dispute shall be referred to mediation.
Either Party may seek injunctive relief if necessary to protect its interests.
13. Governing Law
This Agreement is governed by the laws of Queensland, Australia, with disputes resolved in the Courts jurisdiction of Queensland, Australia.
For work conducted in the United States, US federal and Delaware state laws shall apply.
14. General Provisions
Assignment: You may not assign or subcontract any of Your obligations without Our prior written consent.
Independent contractor: You are an independent contractor. You control the manner, means and methods by which You produce the Deliverables and may use Your own personnel and, subject to the assignment provision above, subcontractors. Nothing in this Agreement creates an employment, partnership or agency relationship, and You are not entitled to any employee entitlements.
Amendments: We may modify this Agreement with 30 days' notice.
Notices: Any legal notices must be sent to the contact information provided in the Order Form.
15. Contact Information
BAI PROJECTS PTY LTD (BAI AUSTRALIA) Level 38, 71 Eagle Street, Brisbane, Queensland 4000 Australia engage@baiprojects.com