SIRROM AUSTRALIA PTY LTD AS TRUSTEE FOR SIRROM AUSTRALIA TRUST TRADING AS ASCEND AI
TERMS OF BUSINESS – JULY 2025
These Terms of Business, together with the associated Statement of Work (SoW), form the entire agreement (“the Contract”) between Sirrom Australia Pty Ltd as trustee for Sirrom Australia Trust trading as Ascend AI (we, our, us) and all addressees of the SoW (you, your). If there is any conflict between these Terms and the SoW, the SoW will prevail. Unless otherwise agreed in writing, any further work we carry out in connection with this service will be part of this Contract.
1. Services
1.1 We will provide the services described in the SoW (the Services).
1.2 You are responsible for determining that the scope of the Services is sufficient to meet your needs.
1.3 Unless specifically stated otherwise in the SoW:
a. Dates provided are for planning purposes only and are not contractually binding.
b. We will rely on the information you provide and will not independently verify that information.
c. We are not responsible for the work of any other person you engage to perform work in conjunction with our Services.
d. We are under no obligation to provide training, support or maintenance for the Services.
2. Your Responsibilities
2.1 You agree that you will:
a. Promptly provide all information, directions, assistance, and facilities we require to enable us to provide the Services;
b. Provide information that is true, accurate and not misleading;
c. Use the output of the Services only for the purpose for which the Services are provided;
d. Advise all our personnel visiting your premises about any health and safety requirements.
3. Fees and Payment
3.1 You agree to pay the fees specified in the SoW.
3.2 Unless otherwise agreed in writing, you also agree to pay all expenses reasonably incurred by us in providing the Services. This includes legal fees and expenses incurred in complying with or challenging any legally enforceable notice or demand issued by a third party in connection with the Services.
3.3 Goods and Services Tax (GST) will be added where applicable under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
3.4 Our invoices are payable within 14 days, unless otherwise stated on the invoice.
3.5 If you fail to pay an invoice by the due date, we reserve the right to suspend the Services and/or charge interest on the overdue amount at a rate of 3% above the current official cash rate published by the Reserve Bank of Australia, plus any reasonable costs of recovery.
3.6 Any fee estimate is provided in good faith but is not contractually binding.
4. User Acceptance Testing
4.1 Unless otherwise agreed in writing, we are entitled to observe any user acceptance tests required for the Services. Any rework required for acceptance of the Services will be at your cost.
5. Liability
5.1 Our liability for any loss or damage you suffer caused by our breach of contract, tort (including negligence), breach of fiduciary duty or any other cause is limited as follows:
a. We will have no liability for any indirect or consequential loss, or for loss of profit.
b. Our liability will be reduced to account for any contributory negligence on your part pursuant to the Civil Liability Act 2003 (Qld).
c. If more than one party caused or contributed to your loss, our liability to you will be limited to the proportion a court would apportion to us under the Law Reform Act 1995 (Qld) or applicable proportionate liability legislation, based on our degree of responsibility and the responsibility of others who contributed to the loss (whether or not those other parties are able to meet any liability they may have).
d. Notwithstanding the above, our total liability for any loss will not exceed the total fees paid to us by you for the Services giving rise to the claim in any 12-month period under this Contract.
5.2 Where there is more than one addressee to the SoW, the amount of our liability under clause 5.1 is a total limit to be allocated among the addressees, such allocation being entirely a matter for the addressees.
5.3 You agree that in relation to the Services and this Contract, the client relationship is solely with us. Accordingly, you agree not to bring any claim of any nature against any partner, employee, contractor, or subcontractor of Sirrom Australia Pty Ltd as trustee for Sirrom Australia Trust trading as Ascend AI.
5.4 No action arising out of this Contract, regardless of its form, may be brought by either party more than 12 months after the cause of action arose.
6. Indemnity
6.1 To the maximum extent permitted by law, you agree to indemnify us, our directors, and staff, and hold us harmless against any liabilities, losses, expenses, and costs (including legal costs and our professional time) reasonably incurred in connection with any claims, inquiries, investigations, or similar matters brought against either you or us by any third party arising out of or connected with the Services.
7. Third Parties
7.1 Where you use third parties in connection with the Services, you must ensure you have appropriate agreements in place. Unless otherwise agreed in the SoW, you will be responsible for managing those third parties and the quality of their input and work.
7.2 Where you require us to engage a subcontractor specified by you, you accept responsibility for that subcontractor’s work. We will not be liable for any act, omission, default or negligence of such subcontractors. You will indemnify us against any liability, claim, loss or cost we incur arising from the subcontractor’s work.
8. Non-Solicitation
8.1 During the term of this Contract, or within 12 months after its termination or completion, neither party will directly or indirectly solicit for employment any employee of the other party who has been involved in providing Services or otherwise connected with this Contract, without the other party’s prior written consent.
9. Other Clients
9.1 Nothing in this Contract prevents us from providing services to other clients, provided we take reasonable steps to ensure each client’s confidential information is not disclosed to others.
9.2 This Contract is separate from any other engagements we may perform for you or other clients, and we have no obligation to use knowledge from other engagements in providing the Services under this Contract.
10. Use of Deliverables
10.1 The Services are provided for your use only. We accept no responsibility or liability to any person other than those who have formally engaged us and to whom we report.
10.2 You must not disclose any output, document or information provided as part of the Services to any other person without our prior written consent.
11. Confidentiality
11.1 Subject to any legal or professional obligations to disclose information, both parties agree that any confidential information received for the purposes of this Contract will remain confidential, except where the information:
a. Is or becomes publicly available other than through a breach of this Contract;
b. Was known to the receiving party before the Contract;
c. Is received from a third party without an obligation of confidence.
11.2 You agree that we may disclose confidential information:
a. To our personnel (including contractors and suppliers) involved in delivering the Services and to our insurers or legal advisers, provided those parties are bound by confidentiality obligations;
b. Once a transaction is no longer confidential, to cite our experience to other clients or potential clients;
c. If required to comply with any lawful request from an Australian or overseas governmental agency.
11.3 Both parties agree to take reasonable precautions to protect their own IT systems and guard against viruses, unauthorised access, loss, or corruption of electronic communications.
12. Privacy and Data Protection
12.1 Each party will comply with all applicable Australian privacy laws, including the Privacy Act 1988 (Cth), regarding any personal information shared under this Contract. We agree to cooperate with each other to address our privacy obligations.
12.2 You must not provide us with personal information unless it is required for performance of the Contract. You confirm you have the authority to share any personal data you provide and that individuals concerned have been informed of how their data will be used.
12.3 Each party may process personal data for purposes including:
a. Performing the Contract;
b. Security, quality and risk management;
c. Complying with legal or regulatory obligations;
d. Administering and developing its business;
e. Providing information about its services.
Further details about how we handle personal data are set out in our Privacy Policy, available at www.ascendai.com/privacy.
12.4 Each party may transfer personal data to affiliates, contractors, or suppliers where lawfully permitted, including to locations outside Australia, provided any required legal safeguards are in place.
13. Intellectual Property
13.1 All intellectual property rights in documents, systems, methodologies or tools we bring to or develop during the Services remain our property.
13.2 Subject to confidentiality obligations, we may use any tools, ideas, or know-how developed during the Contract for any purpose without obligation to account to you.
13.3 We may retain one copy of deliverables prepared for you as a professional record of our work.
14. Termination
14.1 Either party may terminate this Contract by written notice.
14.2 You will pay us for all Services provided and expenses incurred up to the date of termination, whether invoiced or not at the time.
14.3 If you terminate the Contract before we complete the Services, you agree to pay any additional costs we incur because of early termination.
14.4 Clauses intended to survive termination will continue in force after termination or expiry of this Contract.
15. General
15.1 This Contract constitutes the entire agreement between the parties and supersedes all previous arrangements, whether written or oral.
15.2 Any amendment or variation to this Contract must be in writing and signed by both parties.
15.3 A failure or delay in exercising any right under this Contract does not waive that right.
15.4 To the extent permitted by law, all terms, conditions, warranties and representations not expressly stated in this Contract are excluded.
15.5 Neither party is liable for any delay or failure to perform obligations due to circumstances beyond its reasonable control.
15.6 If any provision of this Contract is illegal or unenforceable, the remainder of the Contract will continue in full force.
15.7 Neither party may assign any rights under this Contract without the prior written consent of the other, which must not be unreasonably withheld.
15.8 This Contract is governed by the laws of Queensland, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Queensland.
Sirrom Australia Pty Ltd as trustee for Sirrom Australia Trust trading as Ascend AI
Privacy Policy: www.ascendai.com/privacy