Services Proposal

Executing Ideas and Commercialising Success

We help turn ideas into reality




AREAS OF EXPERTISE

END-TO-END DEVELOPMENT PROCESS


The Product Development

DEVELOPMENT


Our team of very experienced and passionate engineers will take care of all aspects of the software development process.


Our Engineers will work on building the product under the guidance of a product manager


As the project is run utilising an agile methodology, frequent feedback loops, make every sprint and feature iterative so that every line of code committed is trackable. We communicate using Slack, Github and Jira

Test the market early, our MVP is ready on average in three months. Quality MVP means no code rewrite post product launch

From Zero to One


IDEA EXECUTION

END-TO-END DEVELOPMENT PROCESS

We meet with you to scope, develop and plan the business and product roadmap

Agree to Continue and Engage Us :)

Please Accept our Terms


1. Terms & Conditions



1.1     This document sets out the terms ("Terms")  on  which Two Up Labs  Pty Ltd  trading as Two Up Labs ("Two Up Labs") will provide a range of  professional services ("Services") as described in this document which addresses specific service activities and the associated commercial terms ("Service Proposal") to you the recipient of the Services (the "Client"). Together the Terms and Service Proposal form the agreement between you and Two Up Labs  (the "Agreement"').

1.2      The proposal sets out the specific items to be delivered by Two Up Labs under this Agreement (the "Deliverables").


2. Term


2.1     The Term commences on the Start Date and continues there after:

(a)      until the completion of the supply of the Services to the Client by Two Up Labs

or

(c)      until terminated by either party in accordance with clause 9:

or

(d)      unless otherwise agreed by the parties.


3 .      Client Obligations & Relationship


3.1     During the Term the Client will make available to Two Up Labs adequate information and facilities necessary to perform the Services.

3.2     The Client shall at all times remain responsible for its decisions and actions. Two Up Labs may provide professional advice, facilitation and guidance,  however  the Client remains responsible for decisions and the strategy of its organisation, and for decisions it makes regarding its product and technology.

3.3     Two Up Labs is engaged as an independent contractor. No party is an agent, representative or partner of any other party by virtue of this agreement. A party must not represent itself as an agent, representative or partner of the other party in any circumstances, except to the extent expressly set out in this agreement. No party has the right to direct or control the activities or management of the other party.

3.4      No party has any power or authority to act for or to assume any obligation or responsibility on behalf of another party,  to bind another party to any agreement. negotiate or enter into any binding relationship for or on behalf of another party or pledge the credit of another party except as specifically provided in this agreement or by express written agreement between the parties.


4.      Fees and payment


4.1      During the Term the Client will pay Two Up Labs in respect of the supply of the Services and Deliverables, in accordance with the rates and terms set  out  in this Agreement.

4.2      Monthly retainer fees (if any) shall be invoiced at the start of the month. Hourly or day rates shall be invoiced either fortnightly  or monthly  at  the  discretion  of Two Up Labs

4.3      The Client will pay Two Up Labs within 5 working days of the Client's receipt of a valid tax invoice from Two Up Labs

4.4      If any taxes, charges. duties, levies or fees ("Taxes") are required by law or regulation to be withheld from any payment for any good or service provided by Two Up Labs under this agreement, the Client will deduct those Taxes from the amount payable and remit them to the relevant taxing authority. The Client will provide to Two Up Labs details of any Taxes so remitted in accordance with the relevant taxation law.


5.      GST


5.1      In this clause, the expressions consideration, GST, input tax credit, recipient, supplier, supply  and tax invoice have the same meaning given by the GST Law.

5.2      GST Law has the same meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999.

5.3      Unless expressly stated otherwise in the proposal all amounts and payments set out in this agreement are exclusive of GST.

5.4      If GST is payable on any supply made under this agreement by a party ("Supplier") to another party ("Recipient") the Recipient must, subject to clause 5 5, pay to the Supplier, in addition to and at the same time as the consideration amounts payable or to  be provided for  the  supply, an additional amount calculated  by multiplying the value of that consideration by the prevailing GST rate.

5.5      Two Up Labs must issue a valid tax invoice to the Recipient before any payment for a supply made by Two Up Labs under this agreement is due.

5.6      Any reference to a cost or expense in this agreement excludes any amount In respect of GST forming part of the relevant cost or expense when incurred by the  relevant party for which that party is entitled to an input tax credit.


6. Confidentiality


6.1   Confidential Information means all information of a confidential nature in any form whether tangible or visible, communicated by one party to the other, or accessed by,  or to which the other is exposed as a result of entering into this agreement, including any information relating to the financial affairs, assets or liability of a party, or any information relating to the internal management of a party,  its personnel, policies, plans, strategies, customers, suppliers, products or services.

6.2   Confidential Information does not include information or material which

(a)      is already in the public domain, or enters the public domain other than due to a breach of this agreement:

(b)      can be proven to be already known by the receIvIng party other than through any disclosure under this Agreement:

or

(c)      is obtained from a source other than the disclosing party or any of its Related Bodies Corporate (as that term is defined in the Corporations Act 2001) or authorised representatives, where that source is entitled to disclose it without an obligation of confidence.

6.3    A recipient of Confidential Information may only use or reproduce the Confidential Information of the discloser for the purposes of performing the recipient's obligations or exercising the recipient's rights under this agreement.

6.4    A recipient must

(a)      not disclose the Confidential Information of the other to any person, except employees of the recipient or other parties requiring access to the information for the purposes expressly permitted by this Agreement:

(b)      not make, assist or permit any person (including its representatives) to make any unauthorised use,  disclosure or reproduction of the discloser's confidential Information:

(c)      take reasonable steps to safeguard the Confidential Information, including co-operating with the other in any action which it may take to protect the confidentiality of its Confidential Information.

6.5    A disclosure may only be made as permitted under the agreement provided that the person to whom the Confidential Information is disclosed is specifically made aware of the confidential nature of the information.

6.6    The obligations contained in this clause survive expiratIon or termination of this agreement for any reason.


7.       Non Solicitation

7.1   The  client agrees and undertakes  that  they will not, without  the  written  consent  of Two Up Labs, during the Term and for a period of six (6) months after the  termination of this agreement solicit, interfere with or endeavour to entice away an employee or contractor of Two Up Labs, with whom the Client had dealings with.

7.2    The client agrees and undertakes that they will not, without the written consent of Two Up Labs, for a period of twelve (12) months after the termination of this Agreement counsel, procure or otherwise assist any other person or business to compete solicit, interfere or endeavour to entice from Two Up Labs any client or customer, who or which at any time during this Agreement or at the date of termination of this Agreement was or is in the habit of dealing with Two Up Labs.


8. Liability and Indemnity


8.1     Each Party indemnifies and agrees to keep indemnified the other party, their Related Bodies Corporate (as that term is used in the Australian Corporations Act 2001) and their employees, officers, agents and contractors from and against all losses, damages, liability, costs and expenses (including legal expenses on a full indemnity basis) sustained or incurred by those indemnified ("Damages"), arising out of or in connection with any:

(a)     wilful, unlawful or fraudulent act or omission on the part of a Party or any of its personnel in the performance of this agreement:

(b)      breach by a Party of its confidentiality and privacy obligations under this agreement:

(c)      infringement or allegation of infringement of a third party's IP by the Deliverables (including the use of the Deliverables by the Client and its Related Bodies Corporate) or by Two Up Labs or any of its personnel,  including in the course of their performance of the Services.  Each party advises the other party that in performing the Deliverables it is not aware that the Deliverables or the use of the Deliverables by the Client will infringe the IP of a third party,  provided that the indemnity obligation of a party shall be reduced to the extent that the indemnified party or to be indemnified party has caused or contributed to the Damages and/or has not used their best endeavours to mitigate the Damages

8.2 To the extent permitted by law, the liability of a party under or in connection  with  this  agreement  (excluding  liability under  an indemnity  or in connection  with the personal injury or death to any person or damage to, or loss of any tangible property caused or contributed to by Two Up Labs or any of its personnel) whether  in  contract, tort (including negligence), under statute or otherwise,  in the aggregate,  will be limited to the total of the fees paid to Two Up Labs.


9.     Termination


9.1     The Client or Two Up Labs may terminate this agreement. before the Initial Term End Date by giving 10 days  notice in writing.

9.2     Should this agreement extend beyond the Initial Term End Date then the Client or Two Up Labs may terminate this agreement, after the Initial Term  End Date, at  any time without cause or penalty by giving 30 days notice in writing.

9.3     Without limiting any other rights which a party may have at law, a party may terminate this agreement immediately by issuing the other party with a notice if:

(a)      the other party breaches any material term or condition of this agreement or:

(b)      the other party breaches a non-material term of this agreement and fails to remedy such breach within 30 days of receipt of a written notice from the other party requiring it to do so, or:

(c)      the other party becomes subject to any form of insolvency administration.

9.4     The termination of this agreement will not prejudice or affect any:

(a)      pre-existing liability or any accrued rights of any party, or:

(b)      provisions of this agreement that continue to apply


10.     Notices


10.1   Any notice or other communication that is required  or permitted to  be given by one party to  the other party under this agreement  will be given in writing and may be delivered by hand or sent by mail or facsimile to the address of each party specified in the Agreement Details,  or to such other address as a party may advise the other

party of from time to time.


11.     Intellectual Property


11.1    Subject to clause 11.2 below, Two Up Labs hereby assigns to the Client all rights, title and interest in the intellectual property in or subsisting in the bespoke Client deliverables arising out of the Two Up Labs services (“Client Deliverables”) upon the later of the creation of such intellectual property and full payment under this agreement.

11.2    Nothing in this agreement shall be construed as assigning to the Client the formats, environments, modules or functionality that are generic or generally applicable, code tools and libraries, work tools, methodologies, processes, skills, know­how or, expertise used or created by Two Up Labs in relation to the Client Deliverables ("Existing IP").  This applies to existing intellectual property that was created prior to and / or during the term of this agreement.

11.3     Two Up Labs grants a perpetual non-exclusive, worldwide, royalty free licence to the Client to use and sub-licence in the normal course of business, any Existing IP to the extent such licence is necessary for the specific purpose of using, enjoying and exploiting the Client Deliverables. This licence shall continue beyond the expiration or termination of this Agreement.


12.  General


12.1   If any part of this agreement is void or unenforceable in any jurisdiction, it's severed for that jurisdiction and the remainder of this agreement will remain in full  force and effect.

12.2   A waiver by either party in respect of a breach of a provision of this Agreement by the other party will not be taken to  be a waiver in respect  of any other  breach. The  failure to enforce any provision of this agreement will not be interpreted as a waiver of that provision. This Agreement will be governed by and construed in accordance with the laws of  the state of New South  Wales, Australia.  The parties submit  to the exclusive jurisdiction  of  the courts exercising jurisdiction in that  State and the courts of appeal from them.

12.3    This agreement is governed by the law of the State of NSW. The parties submit to the non-exclusive jurisdiction of its courts.

12.4    This Agreement is in substitution for all previous contracts for services between the parties which shall be deemed to have been terminated by mutual consent as from the date on which this Agreement commences and constitutes the sole and entire agreement between the parties and a warranty, representation, guarantee or other term or condition of any nature not contained or recorded in this agreement is of no force or effect.

12.5    Prior to commencing any proceedings in the case of a dispute the parties will endeavour to settle it by negotiation. The parties will each appoint one representative with authority to settle the dispute and they will meet to attempt, in good faith, to settle the dispute. The parties will meet within 7 days of the date one party sending a notice to the other. Failing a settlement within 30 days of the first date of the meeting then either party may refer the matter to the courts.