(Version dated 11 September 2024)

The Customer agrees to comply with and be bound by the following terms and conditions, which, together with any OneStep Group Service Schedule and any other incorporated documents, govern OneStep Group’s relationship with Customer.

The term ‘OneStep Group’, ‘us’ or ‘we’ refers to 1STEP COMMUNICATIONS PTY LTD ABN 27 104 864 986, registered office Ground Floor/65 Fennell St Port Melbourne, Vic, Aus, and its Related Body Corporates from time to time, including but not limited to ES2 Pty Ltd ABN 57 163 419 136 or whichever entity you contract with as part of the Service Schedule.

The term ‘you’, ‘your’ or ‘Customer’ refers to the user of services. Customer agrees and warrants that it has received legal advice around this Agreement, that it has been given the opportunity to negotiate these terms and that the contract is not a “standard form contract” under the Australian Consumer Law.

2.       Provision of goods and services and delivery

2.1 OneStep Group will use best endeavours to provide the contracted requirements to Customer, and Customer agrees to acquire them from us at the prices and on the terms of the Agreement entered by both parties, including but not limited to these terms and conditions and any service schedule, proposal, statement of work, work order or quote (together, a Service Schedule) (together with these terms and conditions, the Agreement) which incorporates these terms (the Services).

2.2 Unless otherwise stated, work will be performed only within standard business hours (8am to 5pm) in the city where the work is to be performed (Standard Business Hours). Out of Standard Business Hours engagements may be requested by the Customer, subject to availability, including the provision of standby for these periods, with more than 24 hours’ notice. For Time and Materials engagements (including but not limited to capped Time and Materials engagements), the Customer agrees it is responsible for the direction, supervision and control of the resources and takes responsibility for instruction on any statutory requirements that are relevant for the performance of the work. OneStep Group is not liable to the Customer in respect of any damage, loss or injury of whatsoever nature or kind, which is caused or contributed to by the acts or omissions of a resource to the extent that the Candidate has acted or omitted to act in accordance with the directions or instructions (direct or implied) of the Customer. Unless otherwise expressly agreed in a Service Schedule, where Customer prepays for a number of hours within a certain period (including but not limited to as part of a support arrangement or other service), Customer will be required to use those hours during the relevant period, otherwise those hours will expire and cannot be reused in any extension period, under any variation or any new agreement.

2.3 Where relevant, Customer will provide any resources with an appropriate and safe work environment which is compliant with relevant legislation for the duration of the Agreement. OneStep Group will use reasonable endeavours to ensure that the resources comply with any policies incorporated in the Agreement, and Customer must provide reasonable assistance to ensure compliance, including providing full documentation in writing and answering any queries provided by OneStep Group. Customer will notify of any incident involving a resource, and if any resource is injured on Customer’s site Customer agrees they have a joint responsibility for the rehabilitation of the injured resource, and the Customer agrees to provide financial assistance in line with the treating doctor’s advice. The Customer warrants that the Customer has, and will maintain liability insurance which provides cover for all works carried out by the Customer, including against liability for work carried out by the Customer’s employees and any resource working under the Customer’s supervision. Customer agrees to allow OneStep Group to request and be provided with reasonable information and to enter the Customer’s site for the purpose of conducting inspections, incident investigations and audits to ensure compliance with this Agreement, including but not limited to the requirements stated in this clause.

2.4 Any statement about the availability of resources or any other statements is subject to a final signed Service Schedule. Unless expressly agreed, work may be performed at Customer’s offices, at OneStep Group’s offices or working from home at OneStep Group’s sole discretion.

2.5 In the event of OneStep Group failing to meet any obligation under an agreement which is caused partly or wholly by Customer (including but not limited to due to a breach of this Agreement or any act or omission), its personnel or a third party (a Delay), Customer agrees to provide OneStep Group with a reasonable extension of time and reasonable additional fees to meet this obligation, as determined by OneStep Group. If the details of an agreement change (whether due to a Delay or otherwise, including but not limited to dates, location or other requirements), OneStep Group make no guarantees as to OneStep Group’s personnel’s availability.

2.6 Unless otherwise stated, upon request by Customer prior to delivery of the Deliverable, a Deliverable may be subject to acceptance testing. If a Deliverable is subject to acceptance testing and no rejection or confirmation is received within 5 Business Days of delivery, the Deliverable will be taken to have been accepted. 

2.7 Unless otherwise agreed, all documentation will be provided using OneStep Group’s templates.

2.8 Unless otherwise agreed, Customer must designate a single point of contact to act as the Customer’s project manager (Customer PM). Customer will, via the Customer PM, ensure that any policies and procedures that OneStep Group must comply with as per the Service Schedule are provided in writing to each member of OneStep Group’s personnel. Customer and Customer PM will provide sufficient security access and designate access levels for each of OneStep Group’s staff members. Customer and Customer PM will ensure that Customer complies with all obligations under the Agreement promptly and where relevant, to a high level of quality. Customer and Customer PM must ensure that OneStep Group have access to all premises, systems, hardware and people reasonably necessary to fulfill OneStep Group’s obligations under the Agreement. Customer via Customer PM must ensure that all information reasonably requested by OneStep Group is provided and is complete and accurate. The Customer via the Customer PM, where relevant, will provide a suitable work environment including phone reception and suitable internet access, and where necessary, access to a suitable desktop computer and systems as relevant to the engagement. The Customer agrees and warrants that it has all authority, licenses and certifications required to receive the services as required by the Agreement.

2.9 For any Goods required to be provided as part of the Agreement, OneStep Group will use reasonable endeavours to deliver the Goods as agreed in the contract. Each delivery will constitute a separate sale, and OneStep Group will not be liable for any delays, loss or damage in transit. If for any reason Customer fails to accept delivery of Goods on the date specified, due to Customer not providing relevant instructions, licenses, authorisations or fulfilling all relevant compliance requirements; (i) the risk of loss of the Goods will pass to the Customer; (ii) the Goods shall be deemed to have been delivered by OneStep Group; and (iii) any costs of storage or re-delivery will be paid by the Customer. The parties agree that the applicability of the United Nations Convention on Contracts for the International Sale of Goods in its entirety is specifically excluded from application to this Agreement.

2.10 Customer agrees that it will comply with all terms and conditions required by the relevant Goods supplier, as well as the provider of any license, including but not limited to any terms and conditions available for the relevant product on the relevant supplier’s website relating to the Goods (even if these terms are not supplied directly by OneStep Group). Customer will comply with all laws and regulations as they apply to the Goods and Services. Any Goods or Services may be subject to sanctions requirements (including in the US or other jurisdictions), which the Customer agrees that it will fully comply with.

2.11 OneStep Group may terminate or remove a resource from an engagement if the resource at its sole discretion, for reasons including but not limited to serious misconduct. In circumstances where OneStep Group exercises this right, OneStep Group will not be liable to Customer for expenses arising from the change and Customer agrees to provide a reasonable time for OneStep Group to find a replacement resource.

2.12 The Customer is responsible for satisfying themselves as to the suitability of any resource. If required to provide these services under the Service Schedule, OneStep Group will use reasonable endeavours to complete all necessary reference, background checks and testing for each relevant resource.

2.13 To the extent permitted by law, OneStep Group and any of its employees, contractors and agents will not be liable to the Customer for any loss incurred by the Customer, be it direct, indirect or consequential arising from any breach of any expressed or implied term. Where liability arises which cannot be excluded, then OneStep Group’s liability will be limited to the re-supply of the goods or services, or the payment of the cost of having the services supplied again.

3.        Fees, Payment, and Invoicing

3.1 Customer must pay OneStep Group the fees and charges set out in the Service Schedule for that Service, along with any other expenses which are otherwise payable. Engagements may either be Fixed Price or on a Time & Materials basis. If an engagement is Fixed Price, any requirements for payment will be solely those set out in the Service Schedule. If an engagement is on a Time & Materials basis, payment must be made upon provision of staff for the time stated, and will not be dependent on the provision of any Deliverables or completion of any other requirements. An engagement will be based on a Time and Materials basis unless a fixed price is expressly agreed. Unless stated otherwise in a Service Schedule, Fixed Price engagements will be billed and payable on provision of the relevant Deliverables, milestone or activity and not once that Deliverable, milestone or activity is accepted by the Customer.

3.2 Unless otherwise stated in a Service Schedule, reasonable expenses (including but not limited to travel, attendance at interviews and accommodation expenses) arising naturally from the provision of the Services (or in preparation for the provision of Services) will be charged to the Customer, and Customer agrees to pay those expenses.

3.3 Unless otherwise agreed or stated in the invoice, all fees and charges and reimbursements of costs or expenses are due and payable in Australian dollars immediately upon receipt, except for training services, where payment must be received 14 days prior to the start date of the training. OneStep group may invoice as often as weekly but may invoice over a longer period at its sole discretion. If Customer does not pay any amount due under this Agreement by the due date, we may suspend the provision of any or all Services to Customer until all amounts due and payable are paid in full.

3.4 Customer agrees to comply with relevant laws and industrial awards as they apply to any resources provided, including but not limited to OH&S requirements, overtime or work outside of normal working hours. In the event Customer requires a resource to work outside of Standard Business Hours, normal hours given the typical hours worked in the engagement or overtime hours, the Customer will give more than 24 hours' notice of this requirement.

3.5 If the Customer believes in good faith that an invoice is incorrect and wishes to dispute the invoice, Customer must notify a dispute, which will then be reviewed. Notwithstanding the notification of a disputed invoice, Customer remains liable to pay all invoices in accordance with OneStep Group’s terms. Any claim by Customer to dispute an invoice must be notified by Customer within 6 months after the applicable invoice date or otherwise will be deemed waived.

3.6 All Service Schedules provided to Customer are valid for signing for 14 days from the date they are received by Customer, unless otherwise agreed.

3.7 On the 1st of January, the 1st of July or on the calendar anniversary of the commencement date of the relevant contract, the parties agree that OneStep Group may change OneStep Group’s applicable rates for resources, including any rates of fees outlined in a Service Schedule, at OneStep Group’s sole discretion. If changes to the pay rate (or some other legal requirement) become necessary due to changes to the pay rate of the individual, law or statutory regulations, union negotiations or awards, enterprise agreement or site-specific increases or allowances, then these changes (including back pay) may be directly reflected in changes to the fees charged, which may be made at OneStep Group’s sole discretion from time to time by notice to you.

3.8 Agreements will be valid only for the period stated in the relevant Service Schedule, and may only be extended at OneStep Group’s sole discretion.

4.       Taxes and GST

4.1 Subject to clause 4.2, Customer must pay all taxes in connection with the Services. Unless expressly stated, all amounts stated exclude GST.

4.2 Where any goods and services tax (GST) is imposed on a taxable supply made in connection with this Agreement and the recipient of that supply receives a Tax Invoice for that supply, the recipient must pay the GST to the supplier (without deduction or set-off) by the Tax Invoice due date.

5.       Information Security

5.1 Customer must comply with the following security requirements in respect of data of any kind that is collected, accessed, handled, or disclosed by OneStep in the course of providing Services under this Agreement, including data that is the Personal Information or OneStep Confidential Information (together Service Data):

(a) comply with all security policies and procedures notified by OneStep in relation to the Services Data;

(b) treat Service Data as Confidential Information of OneStep;

(c) implement, maintain and enforce appropriate and industry best practice data security and backup procedures and safeguards in order to protect any Service Data in Customer’s possession or control against any misuse, loss, interference, unauthorised access, modification or disclosure.

(d) if any Service Data is lost, damaged, corrupted or otherwise unable to be accessed as a result of any act or omission by Customer or its Personnel, take all measures available to Customer to immediately recover and restore the Service Data;

(e) inform and cooperate with OneStep in the event of any breach or risk regarding the security of the Service Data; and

(f) ensure that any person who Customer authorises to have access to and/or control over the Service Data complies with this clause 7.1.

6.       Termination, suspension or cancellation of Services

6.1 OneStep may limit, suspend, or terminate the provision of all or part of a Service at any time, or amend these terms, at its sole discretion. Circumstances where OneStep Group would take this action include but are not limited to the following:

(a) in the event of an emergency which impacts the provision of the Service;

(b) if the supply or use of the Service is, or is likely to become, unlawful;

(c) if, in OneStep Group’s reasonable opinion, the provision of the Service is liable to cause death, personal injury or damage to property;

(d) if a third-party supplier limits, suspends or terminates the provision of all or part of a service which is required for us to provide the Service; or

(e) if Customer fails to pay an invoice in accordance with this Agreement.

6.2 OneStep Group may terminate this Agreement for convenience on thirty (30) days’ written notice to Customer. Under no circumstances shall Customer be entitled to any compensation as a result of OneStep Group’s election to terminate this Agreement pursuant to this clause.

6.3 Either party may terminate this Agreement immediately where the other party: 

(a) commits a material breach of this Agreement which is not capable of being remedied;

(b) fails to remedy a material breach of this Agreement which is capable of remedy within thirty (30) days of receipt of a written notice specifying such breach.

6.4 On termination of this Agreement: 

(a) the accrued rights and remedies of each party remain unaffected, and

(b) OneStep Group will deliver a Tax Invoice to the Customer in respect of any delivered hardware, software, licences and maintenance that OneStep Group have not invoiced the Customer for at the date of termination.

Upon termination, each party shall at the other party’s option, either destroy or return to the other party any of its Confidential Information, including any copies thereof in its possession or control.

6.5 In the event that the Service Schedule sets out additional rights for the Customer to terminate or suspend the Services, Customer will be required to pay the reasonable costs incurred by OneStep Group arising out of that right of termination or suspension. If the Customer postpones or limits the work of a Time and Materials resource, Customer may charge the reasonable costs of it repurposing that resource for the period of delay or limitation.

7.       Confidentiality

7.1 Except to the extent expressly permitted or required by this Agreement, and during this Agreement and for a period of 2 years after termination, each party must not use or disclose the other party’s Confidential Information.

7.2 A party may use or disclose the other party’s Confidential Information for the purposes of complying with its obligations, or exercising its rights, under this Agreement.

7.3 A party may disclose the Confidential Information of the other party:

(a) when required to do so by law or any regulatory authority or stock exchange, notifying the other party unless prohibited by law that it has made this disclosure; and

(b) to its personnel whose duties reasonably require such disclosure, on condition that the disclosing party notifies such person of the confidentiality of the information and the obligations of confidentiality under this Agreement and takes reasonable steps to ensure that such person complies with those obligations as if they were bound by them.

7.4 A party must not disclose the terms of this Agreement to any other person, except in accordance with clause 7.2 or 7.3.

7.5 Each party must establish and maintain effective security measures to prevent any unauthorised use or disclosure of, or unauthorised access, loss or damage to, the Confidential Information of the other party.

8.       Privacy

8.1 Each party must comply with all applicable Privacy Laws in relation to any personal information that is provided or made available to or by either party under or for the purposes of this Agreement, including by providing all information, obtaining all consents, and giving all notices (or ensuring that such information, notices and consents have been given or provided) required pursuant to applicable Privacy Laws.

8.2 Customer must immediately notify us if it becomes aware of a complaint or allegation of breach of an applicable Privacy Law by any person or an investigation or enforcement action by a regulatory authority, in connection with this Agreement.

8.3 Customer must keep adequate accounts, documentation, and records to evidence its compliance with this clause.

8.4 Customer warrants that it, its personnel and any other individuals whose personal information is disclosed to us in connection with this Agreement, are aware that OneStep Group may use and disclose their personal information in accordance with this Agreement and any applicable privacy laws and have consented to such use and disclosure.

9.       Liability

9.1 Customer must at all times indemnify and hold harmless OneStep Group and OneStep Group’s personnel from and against any claim against those indemnified (whether the claim is by Customer, its personnel or a third party) where the claim arises out of:

(a) any act or omission by the Customer; or

(b) any willful, unlawful or negligent act or omission of any resource, the Customer or its personnel.

9.2 Nothing in this Agreement will operate so as to exclude, restrict or modify the application of any provision of the Competition and Consumer Act 2010 (Cth) or any equivalent State or Territory legislation (Relevant Legislation), the exercise of a right conferred by such a provision, or any liability of a party for a breach of a guarantee imposed by such a provision, where the Relevant Legislation would render it void to do so. To the extent that OneStep Group are able to do so, OneStep Group expressly limits OneStep Group’s liability for breach of any condition or warranty implied by virtue of any relevant legislation to:

(a) in the case of Goods, at our option:

(i) the replacement of the Goods or the supply of equivalent Goods;

(ii) the repair of such Goods;

(iii) the payment of the cost of replacing the Goods or of acquiring equivalent Goods; or

(iv) the payment of having the Goods repaired, and

(b) in the case of services, at OneStep Group’s option:

(i) the supply of the services again; or

(ii) the payment of the cost of having the services supplied again.

9.3 Without limiting clause 9.2 but to the extent permitted by law, neither party will be liable to the other party or its personnel in respect of any claims made by such parties under or in connection with this Agreement, for any anticipated or actual profit, anticipated or actual revenue, loss of, corruption of data, loss arising from interruption to business, failure to realise anticipated savings, loss of goodwill, loss of contracts or interest, consequential, indirect, special, punitive or incidental damages, whether foreseeable or not, arising out of breach of contract, indemnity, negligence or any other tort, misrepresentation, under statute or otherwise.

9.4 Subject to clause 9.2 and to the extent permitted by law, our cumulative liability to Customer in respect of all claims made by Customer under or in connection with this Agreement (including all Service Schedules which incorporate it), whether arising out of breach of contract, negligence or any other tort, misrepresentation, under statute or otherwise, will not exceed the fees paid by Customer under the relevant Service Schedule in the previous 12 months.

9.5 Each party must use, and must ensure that its Personnel use, reasonable efforts to mitigate any liability, cost, expense, loss or damage suffered or incurred by the party or its Personnel under or in connection with this Agreement.

9.6 In relation to each of the indemnities in this Agreement:

(a) the indemnity is a continuing obligation, separate and independent from the other obligations of a party and survives the expiration or earlier termination of contractual relations between the parties;

(b) it is not necessary for a party to incur expense or make a payment before enforcing a right of indemnity conferred by this Agreement; and

(c) a party is liable to pay to the party to be indemnified an amount equal to any loss suffered or incurred by an employee, officer or agent of that party.

10.     Intellectual Property

10.1 All Intellectual Property (IP) created by either party in connection with the Agreement, along with any IP OneStep Group develop independently (Background IP) from this Agreement, will vest in OneStep Group. Customer will retain ownership of any IP developed independently of this Agreement (Customer Materials).

10.2 We grant to the Customer, or will procure the direct grant to the Customer of, a worldwide, non-exclusive, royalty-free perpetual licence to copy and modify any intellectual property in the Deliverables (excluding the Customer Materials, but including any Background IP incorporated into the Deliverables) or any other intellectual property provided as part of the services for the sole purpose of receiving and using the Deliverables in its business and not for commercialisation, resale or productisation.

10.3 The Customer grants to OneStep Group, or will procure the direct grant to OneStep Group, a worldwide, non-exclusive, royalty-free perpetual licence to resell, commercialise, copy and modify any intellectual property in the Customer Materials for the purpose of fulfilling its obligations and exercising its rights under this Agreement.

10.4 Nothing in this clause shall preclude or limit OneStep Group from providing consulting services and/or developing software or materials for itself or other clients, irrespective of the possible similarity thereof to materials which might be delivered to the Customer, including without limitation screen formats, structure, sequence and organisation.

11.     Non-solicitation

11.1 During the term of an engagement and for twelve (12) months thereafter each party agrees, unless they get the consent of the relevant party, not to hire, or engage as an independent contractor, or directly or indirectly solicit, induct, hire or employ any employee or contractor of the other, or a former employee or contractor, who has performed services under an engagement with the Customer.

11.2 In the event the Customer receives consent from OneStep Group or does not comply with this clause, the Customer agrees that it will pay a Placement Fee for this introduction in line with the Standard Fee Structure of our Recruitment Terms and Conditions (these can be supplied on request). Notwithstanding the terms of the Recruitment Terms and Conditions, no guarantees will apply to this employment, but fees will be reduced in line with the tenure of the resource’s assignment with the Customer as follows:

12.    Waiver

12.1 Any waiver by a party of any term, condition or obligation in this Agreement express or implied shall not operate as a waiver or a continuing or recurring breach of the same or any other term, condition or obligation.

13.    Entire Agreement

13.1 This Agreement embodies the entire agreement and understanding between the parties with respect to all matters referred to in it.

No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.

14.    Governing Law

14.1 This Agreement is governed by the laws in force in Victoria and the parties submit to the non-exclusive jurisdiction of the courts of Victoria and any courts competent to hear appeals from those courts.

15.    Severability

15.1 The provisions of this Agreement are and shall be construed to be divisible and severable to the effect that if any provision hereof shall at any time be found or declared invalid, void, voidable or unenforceable the remaining provisions shall remain valid and enforceable.

16.    Further cooperation

16.1 Each party must do anything (including executing a document) the party reasonably requires in writing to give full effect to this Agreement

17.    Relationship of the parties

17.1 This Agreement does not create a partnership, agency, fiduciary or any other relationship, except the relationship of contracting parties, between the parties.  

18. Execution of separate documents

18.1 This Agreement is properly executed if each party executes this Agreement or an identical document.  In the former case, this Agreement takes effect when the last party executes this Agreement In the latter case, this Agreement takes effect when the last of the identical documents is executed.

Evidence of execution of this Agreement by a party may be shown by email or a PDF copy of the executed Agreement.

19.    No merger

19.1 The provisions of this Agreement do not merge with any action performed or document executed by any party for the performance of this Agreement.

20.    Assignment

20.1 OneStep Group may assign or novate this Agreement by notice to Customer. If OneStep Group provide this notice, Customer agrees that it will execute any document in order to give effect to this clause. Customer must not assign or novate the Agreement without OneStep Group’s prior approval.

21.     Force majeure

Excluding the payment of fees by the Customer in the ordinary course of the contract, and liability under clauses 2.4 and 9.1, the parties are not liable for circumstances beyond their reasonable control.

22.     Definition

Ad-Hoc Unplanned services supplied on-demand or as required and as directed by the Customer during the course of an engagement.

Business Day means a day other than a Saturday, Sunday or public holiday in Melbourne, Victoria.

Customer: The customer to whom OneStep Group either provide a service and/or provide products.

Confidential Information The term includes: i. all business or technical information of a discloser, whether it is received, accessed or viewed by a recipient in writing, visually, electronically or orally; ii. without limitation, data, technical information, marketing and business plans, databases, specifications, formulations, tooling, prototypes, sketches, models, drawings, specifications, procurement requirements, engineering information, samples, computer software (source and object codes), forecasts, identity of or details about actual or potential customers or projects, techniques, inventions, discoveries, know-how and trade secrets; and iii. all such business or technical information of any third party that is in the possession of a discloser.

Deliverable/s As defined in the commercial document; Deliverables are the output of an engagement, specified as “deliverables” or the “outcome” in a commercial document. Deliverables may take the form of reports, documents, findings, etc, but may equally be the satisfactory conclusion of services as directed by the Customer.

Fixed Price A Fixed Price engagement refers to a fee which will not vary and is based on a fixed scope as defined in the Service Schedule.

Goods Refers to physical products and or items. Examples; IT hardware components, racks, servers, RAM, telephony, etc.

IP (Intellectual Property) All industrial and intellectual property rights of any kind including but not limited to copyright (including rights in computer software), trade mark, service mark, design, patent, trade secret, semiconductor or circuit layout rights, trade, business, domain or company names, rights in Confidential Information, know how or other proprietary rights (whether or not any of these are registered and including any application for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world.

Liability All losses, liabilities, fines, penalties, damages, claims and interest, and all related costs and expenses (including any and all legal costs on a full indemnity basis, and costs of investigation, litigation, settlement, judgment, appeal, interest and penalties) and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.

Related Body Corporate has the meaning given in s50 of the Corporations Act 2001 (Cth)

Services Refers to skilled effort provided by OneStep Group and applied on behalf of a Customer to provide an outcome or Deliverable. Examples include development of documentation, findings, analysis, installations of hardware or Goods, fault-finding, designs, etc.

Service Schedule is as defined in clause 2.

Tax Invoice A tax invoice that complies with A New Tax System (Goods and Services Tax) Act 1999 (Cth). 

Time & Materials Time & Materials refers to an approach to fees based on an hourly rate or daily rate without any required deliverables or outcomes.