AI & Business Process consulting.
monday.com Platinum Partner.
1. Definitions
1.1. In this Agreement, unless the context otherwise requires the following words and expressions have the following meanings:
1.1.1. “Agreement” means these standard terms and conditions and the associated Statement(s) of Work or Proposal;
1.1.2. “API” means the monday.com application programming interface;
1.1.3. “Business Day” means a day other than a Saturday or Sunday or state public holiday in New South Wales;
1.1.4. “Client” means the recipient of the Services or Deliverables specified in the Statement of Work or Proposal and/or any monday.com Product, whether individually, and/or on behalf of any employer or any other entity which any individual represents;
1.1.5. “Data Protection Legislation” means the Privacy Act 1988 (Cth), the General Data Protection Regulation (EU 2016/679) and any other applicable laws and regulations relating to processing of personal data and privacy;
1.1.6. “Deliverables” means the outputs from the provision of the Services including those described in any Statement of Work or Proposal;
1.1.7. “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, trade, business and domain names, rights in goodwill and to sue for passing off, rights in design, rights in computer software, database right, moral rights and other intellectual property rights, in each case whether registered or unregistered and including all applications for and all renewals or extensions of such rights and all similar or equivalent rights or forms of protection in any part of the world;
1.1.8. “monday.com” means monday.com Ltd. (6 Yitzhak Sadeh St., Tel-Aviv 6777506, Israel) and its affiliates;
1.1.9. “monday.com Products” means: (a) www.monday.com and any related website owned or operated by monday.com (b) monday.com platforms, products, applications, API, tools, and any ancillary or supplementary monday.com products and services (including Upgrades (as defined in the monday.com Terms)), offered online and via a mobile application; (c) monday.com Additional Services (defined in the monday.com Terms) and any ancillary services or products provided by monday.com and (d) any other material contemplated in the monday.com Terms as being subject to any rights granted by Monday.com in favour of the Client;
1.1.10. “monday.com Terms” means the monday.com Terms of Service set out in Schedule 1, any applicable Specific Service Term (as defined in the monday.com Terms) and any modification to any of them as contemplated in the applicable terms, and include, without limitation, the following:
1.1.10.1. Terms of Service, available at https://monday.com/l/legal/tos/ ;
1.1.10.2. Acceptable Use Policy, available at: https://monday.com/l/legal/acceptable-use-policy/ ;
1.1.10.3. Additional Service Terms, available at: https://monday.com/l/legal/monday-com-additional-services-terms/
1.1.10.4. Copyright Policy, available at: https://monday.com/l/legal/copyright-policy/ ;
1.1.10.5. monday AI Terms and Conditions, available at: https://monday.com/l/legal/ai/ ; and
1.1.10.6. All other applicable terms available at https://monday.com/l/
1.1.11. “Personal Information” has the meaning given to that term in the Privacy Act 1988 (Cth);
1.1.12. “Services” means the limited services to be provided by Work Perfect as specified in any Statement of Work or Proposal;
1.1.13. “Statement of Work” or “Proposal” means the written document agreed between Work Perfect and the Client from time to time specifying Services and Deliverables; and
1.1.14. “Work Perfect” means Work Perfect Group Pty Ltd (ABN 94 642 869 798).
2. Interpretation
2.1. The headings in this Agreement are for convenience only and shall not affect its interpretation.
2.2. Any reference to a clause or Schedule shall be construed as a reference to a clause of or schedule to this Agreement unless expressly stated to the contrary.
2.3. Use of the word “including”, “includes” and similar expressions are not words of limitation.
2.4. A provision must not be interpreted adversely to a party only because that party was responsible for preparing it.
2.5. All monetary amounts are in Australian dollars.
2.6. Where any word or phrase is defined, any other grammatical form of that word or phrase will have a corresponding meaning.
2.7. Reference to any document includes any amendments to that document.
3. Provision of the Services, Deliverables and monday.com Products
3.1. The Client agrees to be bound by this Agreement upon the first to occur of:
3.1.1. signed acceptance of any Statement of Work, Proposal or other document with respect to any Service, Deliverable and/or monday.com Product, as applicable;
3.1.2. payment in part or full of any Client payment obligation with respect to any Service, Deliverable and/or monday.com Product, as applicable; or
3.1.3. any access, view, use, registration or receipt by the Client in connection with the Services, Deliverables, the monday.com website or any other monday.com Products, as applicable.
3.2. In addition to clause 3.1, solely if and to the extent Work Perfect is providing any monday.com Product under this Agreement, the Client also agrees to be bound by all applicable monday.com Terms including all terms and conditions available at monday.com at the same time the Client becomes bound to this Agreement.
3.3. Solely if and to the extent Work Perfect is providing any monday.com Product under this Agreement, upon becoming bound by this Agreement the Client:
3.3.1. Confirms, represents and warrants it has read all applicable monday.com terms including those directly linked in this Agreement and irrevocably consents to the terms of this Agreement and the monday.com Terms;
3.3.2. represents and warrants that it will comply with the scope and restrictions of the grant of rights contemplated in this Agreement and the monday.com Terms (which terms are expressed to prevail between the Client and monday.com to the extent of any conflict with this Agreement), including without limitation:
3.3.2.1. any addition, change, modification, enhancement or discontinuation of any feature, functionality or any other tool will be at monday.com’s sole discretion and may be without further notice; and
3.3.2.2. that any purchase by a Customer is not contingent on the delivery of any future release of any functionality, feature or service;
3.3.2.3. that Work Perfect, monday.com and any associated third party reserves the right to discontinue the use or suspend the availability of any goods or services, for any reason and with no obligation to provide any explanation or notice. Such discontinuation may result in the inability to utilise certain features and actions.
3.4. Work Perfect shall perform the Services and provide the Deliverables and monday.com Products, as applicable:
3.4.1. on the terms and conditions of this Agreement, subject to any limitations, qualifications or other provisions express to be in favour of monday.com set out in any monday.com Terms as if they were expressed to be in favour of Work Perfect;
3.4.2. in compliance with all applicable laws, regulations, codes of practice and professional standards;
3.4.3. using reasonable skill and care in in accordance with good professional practice; and
3.4.4. using reasonable endeavours to satisfy the timeframes specified in any Statement of Work that are within its control,
provided that in no case shall Work Perfect be responsible for any failure that is caused by any third pary, including monday.com to perform any of the above terms or any other of their obligations.
3.5. Solely if Work Perfect is providing any monday.com Product under this Agreement:
3.5.1. the Client acknowledges and agrees that regardless of the manner in which the monday.com Products may be offered to the Client, Work Perfect merely acts as an intermediary between the Client and monday.com with respect to the monday.com Products, and will not be in any way responsible or liable with respect to any monday.com Products;
3.5.2. the Client’s relationship with monday.com, including without limitation, the collection, processing and use of Client data by monday.com, are subject to a separate contractual arrangement between the Client and monday.com; and
3.5.3. Work Perfect are not a party to, or responsible, in any manner, for the compliance by the Client, by monday.com or the monday.com Products with the monday.com Terms.
4. Obligations of the Client
4.1. The Client shall provide Work Perfect with such information and access to such facilities and personnel as Work Perfect shall reasonably require in order to provide the Services, the Deliverables and the monday.com Products, as applicable.
4.2. The Client shall make such decisions and provide such instructions as Work Perfect shall reasonably require and at the time that Work Perfect requires to enable Work Perfect to provide the Services, the Deliverables and the monday.com Materials, as applicable.
4.3. The Client acknowledges that Work Perfect’s ability to provide the Services and to meet any timeframe agreed for the provision of the Services, the Deliverables and the monday.com Products, as applicable, is dependent on the Client providing the information, access, decisions and instructions contemplated in this clause 4 at the times reasonably required by Work Perfect.
5. Intellectual Property
5.1. Any pre-existing Intellectual Property Rights of either party that are made available for use in connection with the provision of the Services the Deliverables and the monday.com Products, as applicable, shall remain vested in that party.
5.2. Work Perfect grants the Client:
5.2.1. a licence to use the rights of Work Perfect contemplated in clause 5.1 so far as may be necessary for the Client to enjoy the benefit of the Services and Deliverables; and
5.2.2. solely if Work Perfect is providing any monday.com Product under this Agreement, a right to access, view and use the monday.com Products solely to the extent expressly set out in the monday.com Terms.
5.3. The Client grants Work Perfect a licence to use the applicable rights of the Client contemplated in clause 5.1 so far as may be necessary to enable Work Perfect to provide the applicable Services, Deliverables and/or monday.com Products.
5.4. All Intellectual Property Rights that are created in the course of the provision of the Services, the monday.com Products, and/or in the Deliverables, as applicable. shall belong to Work Perfect. The Client shall have a revocable, royalty free, perpetual licence to use those rights as envisaged by this Agreement to enable the Client to have the benefit of the Services and the Deliverables for use within the Client’s business.
5.5. Solely if Work Perfect is providing any monday.com Product under this Agreement, the monday.com Terms govern intellectual property rights as between the Client and monday.com.
6. Confidentiality
6.1. Work Perfect and the Client may during the course of this Agreement and in connection with the Services receive (a “Recipient:”) information relating to the other party which is not made available generally (“Confidential Information”) by that other party (“Discloser”).
6.2. Each Recipient must keep confidential, and not disclose, any Confidential Information of the Discloser except:
6.2.1. where permitted by these Terms of Use;
6.2.2. with the prior written consent of the Discloser;
6.2.3. where the Confidential Information is received from a third party, except where there has been a breach of confidence; or
6.2.4. where the Recipient is compelled to do so by applicable law, provided that it gives the other party written notice prior to disclosure.
6.3. The Recipient must only use the Confidential Information of the Discloser for the purposes contemplated by this Agreement.
7. Data Protection
7.1. Both parties will comply with all applicable requirements of applicable Data Protection Legislation.
7.2. The Client may provide Work Perfect and/or monday.com with Personal Information such as a name and email address and other details when registering or at any other time. The Client agrees and must ensure that this information is accurate, complete and current. Work Perfect will handle all Personal Information we collect in accordance with our privacy policy available at https://workperfect.io/privacy-policy/ [AD1] [TB2] . Generally, Work Perfect aims to delete any Personal Information as soon as practicable after the termination a Client account. However, Work Perfect may sometimes retain Personal Information for an additional period as is permitted or required under applicable laws. Even if Work Perfect deletes Personal Information it may persist on backup or archival media for an additional period of time for legal, tax or regulatory reasons or for legitimate and lawful business purposes.
7.3. The Client is responsible for the collection, use, storage, and otherwise dealing with Personal Information related to its business, including in relation to the Client’s access and use of Services, Deliverables and monday.com Products, as applicable. The Client must comply and must ensure that all its personnel comply, with the requirements of Data Protection Legislation in respect of all Personal Information collected, used, stored, or otherwise dealt with under or in connection with this Agreement.
7.4. The Client:
7.4.1. acknowledges and agrees that it consents to Work Perfect transferring to monday.com all data and information related to the Client and agrees and consents to monday.com using and/or processing all such data and information in accordance with monday.com’s privacy policy (available here ) as an independent data controller.
7.4.2. is fully responsible for all activities that occur under its Client account any, user profile associated with it and all passwords, including any use of third party products or services; and
7.4.3. must notify natural persons from whom Personal Information is collected about any matter prescribed by the Data Protection Legislation in relation to the collection, use, and storage of their Personal Information; and
7.4.4. must notify Work Perfect immediately upon becoming aware of any breach of the Data Protection Legislation that may be related to the use of Personal Information under this Agreement.
8. Fees
8.1. Work Perfect shall charge and the Client shall pay the amounts set out or calculated in accordance with the relevant Statement of Work, Proposal and/or monday.com subscription.
8.2. The Services, Deliverables and/or monday.com Products may be provided on a subscription basis for a subscription term as specified in a Statement(s) of Work, Proposal, or otherwise in accordance with a subscription plan, as applicable. Solely if Work Perfect is providing any monday.com Product under this Agreement, to the extent that rights with respect to any monday.com Product are provided on a subscription basis then all fees due by the Client to Work Perfect are non-cancellable, non-refundable and must be paid for the full subscription term, irrespective of the actual use of the monday.com Products by the Client. This means that if the Client has agreed to any fixed term including any fixed subscription term, the Client will be liable for fees for the entirety of the applicable term or period however described, whether or not Work Perfect has agreed to any particular payment schedule or payment plan with the client and whether or not the Client continues to use the monday.com Products throughout the applicable term or ceases to use the monday.com Products at any time during the applicable term.
8.3. Solely if Work Perfect is providing any monday.com Product under this Agreement, the Client acknowledges that:
8.3.1. monday.com’s pricing terms and conditions apply if the Client is increading or decreasing the scope of its licensing or subscription agreement, including to the extent that monday.com’s pricing terms and conditions prescribe that additional licences or subscription rights must be acquired in multiples of any specific number (for example if additional licences can only be acquired in multiples of five) and the Client acknowledges, accepts and agrees to all such terms and conditions; and
8.4. Work Perfect, monday.com and any third party providing goods or services reserve the right to change the applicable fees at any time (and in the case of a change by Work Perfect, solely if and to the extent that monday.com and any third party providing goods or services does so), provided that:
8.4.1. Work Perfect shall not increase the price to the Client by any more than reflects the cost to Work Perfect of providing the applicable goods or services and the increase is not permitted to be more than a reasonable amount legitimately required for Work Perfect to pass through increased costs of providing the applicable goods or services which are outside of Work Perfect’s control; and
8.4.2. if Work Perfect seeks to increase any applicable price that is being charged under this Agreement from time to time by an amount of more than 25% per annum, Work Perfect will provide the Client with a notice in writing that such increase has been initiated by a third party outside of Work Perfect’s control. The Client will have 7 days to reject the price increase by written notice, or otherwise the price increase will take immediate effect as of the date of the notice. If a Client rejects the price increase by providing complying written notice in accordance with this clause then either party will have the option to terminate the applicable services subject to the price increase upon written notice with immediate effect.
8.5. Solely if Work Perfect is providing any monday.com Product under this Agreement, if the Client’s subscription to any monday.com Product includes an automatic renewal option by default, the Client must cancel its subscription at least 30 days before the subscription would otherwise automatically renew and otherwise in accordance with all applicable provisions of the monday.com Terms or any other applicable terms and conditions of monday.com.
8.6. Any sums stated in this Agreement (including in any Statement of Work, Proposal or subscription) are expressed exclusive of GST and all other taxes which, where applicable, will be added and payable by the Client in addition, whether an amount of GST was charged in an initial invoice, or is later required to be included in an adjustment invoice for any reason whatsoever.
8.7. The Client shall in addition reimburse Work Perfect for expenses including those that are specified in the relevant Statement of Work or Proposal provided they are reasonable and properly incurred.
8.8. Solely if Work Perfect is providing any monday.com Product under this Agreement, the Client acknowledges that Work Perfect, monday.com and any third party providing goods or services, may change fees from time to time, including imposing a new charge where the applicable product or service was provided for free.
9. Payment
9.1. Work Perfect shall invoice the Client and Client shall pay such invoices on the basis set out in the relevant Statement of Work, Proposal or contemplated by the relevant subscription. If payment details are not provided, the Client shall pay all valid and properly submitted invoices in accordance with the due date specified on any validly provided invoice. If payment terms are not specified on an invoice, then any payment due by the Client is due and payable no later than 14 calendar days from the date of the applicable invoice.
9.2. If the Client does not pay any invoice by the due date for payment Work Perfect may, without prejudice to any other rights and remedies that it may have suspend or cancel the Client’s account and/or provision of the Services, Deliverables and/or monday.com Products, as applicable, until payment in full including any interest is received; and charge interest of 5% p.a. on the sum outstanding.
9.3. The Client shall pay all invoices in full without any set-off or deduction.
10. Liability
10.1. Work Perfect shall have no liability to the Client in connection with this Agreement for any loss of profits, loss of revenue, loss of business, loss of contract, loss of goodwill, loss of reputation, loss of data, loss of privacy or failure to make anticipated savings or any indirect, exemplary, special, incidental, punative or consequential loss or the failure of any security measures or protections, whether this results from breach of contract, negligence or otherwise.
10.2. The maximum aggregate liability of Work Perfect to the Client under or in connection with this Agreement and whether resulting from breach of contract, negligence or otherwise shall not exceed:
10.2.1. the amount actually received from the Client under this Agreement in the 12 months prior to the date of the claim or $1,000,000, whichever is the lower; and
10.2.2. solely if Work Perfect is providing any monday.com Product under this Agreement, the amount actually received by Work Perfect from monday.com with respect to such claim, loss or liability.
10.3. The Client agrees to indemnify Work Perfect from any liabilities Work Perfect may have to the Client or any third party as a result of reliance by Work Perfect on any information provided by the Client (or any of the Client’s representatives), which is false or misleading, or as a result of the failure to provide any information that is reasonably necessary to perform the Services, deliver the Deliverables and/or provide the monday.com Products, as applicable.
10.4. The Client agrees to indemnify, defend and hold harmless Work Perfect from and against any losses, damage, liability and cost of every nature incurred by Work Perfect in connection with any claim, damage or loss related to or arising out of (i) the Client’s use of any monday.com Product or Work Perfect’s interface with any monday.com Product or any other system of monday.com in connection with the Client’s use or activities; (ii) any content of the Client; (iii) the Client’s unauthorised use of the goods or services contemplated in this Agreement; and (iv) Client’s infringement of any intellectual property rights of a third party. The Client agrees to cooperate fully in the defence or any of the foregoing.
10.5. Work Perfect agrees to indemnify, defend and hold harmless the Client from and against any losses, damage, liability and cost of every nature incurred by the Client in connection with any claim, damage or loss related to or arising out of Work Perfect’s infringement of any intellectual property rights of a third party provided that the Client (i) provides prompt written notice of the claim to Work Perfect; (ii) gives Work Perfect the opportunity to join the defence and settlement of the claim; and (iii) provides to Work Perfect, at its expense, all available information, assistance, and authority to defend the claim.Solely if and to the extent Work Perfect is providing any monday.com Product under this Agreement, all warranties, limitations of liability, conditions for claiming liability, disclaimers and other similar provisions set out in the monday.com Terms are incorporated into this Agreement as if set out in full herein, with all references to “monday.com”, “us”, “we”, “our” or words of similar meaning being read as references to “Work Perfect” and all references to “you”, “your” or words of similar meaning being read as references to “the Client” and specifically Work Perfect makes no representation or warranty as to, without any limitation whatsoever:
10.5.1. any monday.com Product operating at any particular level of service, operating error free or operating at all times or any given time; or
10.5.2. how any Client should use or seek to use any monday.com Product; or
10.5.3. any use of any AI functionality provided via monday.com.
10.6. Solely if Work Perfect is providing any monday.com Product under this Agreement, notwithstanding any other provision of this Agreement, the maximum aggregate liability of Work Perfect to the Client under or in connection with this Agreement with respect to any particular claim relating to any monday.com Product shall not exceed the actual dollar value of monetary amounts recovered by Work Perfect from monday.com with respect to that particular claim.
10.7. Solely if Work Perfect is providing any monday.com Product under this Agreement, Work Perfect bears no responsibility and/or liability for any links or goods or services of any third party, including without limitation, operability or interoperability, security, accuracy, reliability, data protection and processing practices and quality of offerings, as well as any acts or omissions by third parties.
10.8. Solely if Work Perfect is providing any monday.com Product under this Agreement, the Client acknowledges and agrees that its exclusive remedy for any breach of any provision contemplated by this Agreement (including without limitation with respect to privacy and data security) and for any aggregated damages due to the Client by Work Perfect or any other third party will be, at Work Perfect’s option, the substitution, correction or replacement of part or all of the content, product or service causing the damage and Work Perfect intends to apply the same option that monday.com applies.
11. Usage
11.1. Solely if Work Perfect is providing any monday.com Product under this Agreement, the Client acknowledges that Work Perfect, monday.com and any third party providing goods or services, has the right to offer different pricing, impose additional fees and/or other restrictions as to the upload, storage, download and/or use if any such party believes that the Client or any of its users have misused or excussively used any goods or services in each case at the sole discretion of Work Perfect, monday.com or any third party, as applicable.
12. Non-Solicitation
12.1. The Client shall not at any time during the term of this Agreement or for a period of 12 months following its expiry or termination employ or engage or directly or indirectly, solicit, induce or encourage, for employment any member of Work Perfect’s personnel (whether employed or engaged on some other basis by Work Perfect) to alter their relationship with Work Perfect without paying Work Perfect a buyout fee equal to 25% of the annual remuneration (including any bonuses) offered to the applicable member of personnel (“Buyout Fee”). The Buyout Fee is payable within 7 days of the applicable member of personnel commencing work with the Client.
13. Marketing
13.1. For the purposes of marketing or publicising or selling our services Work Perfect may wish to disclose that Work Perfect have performed work (including the Services) for the Client, in which event we may identify the Client by its name and we may indicate only the general nature or category of such work (or of the Services) and any details which have properly entered the public domain.
14. Termination
14.1. The Client may terminate this Agreement in the event of substantial breach by Work Perfect of its obligations hereunder, which breach has not been remedied within thirty (30) days of written notice from the Client requiring the breach to be remedied.
14.2. Work Perfect may terminate this Agreement:
14.2.1. in the event of monies payable to Work Perfect being outstanding for more than 30 days from the date of invoice or as otherwise reasonably specified in advance by Work Perfect;
14.2.2. in the event of substantial breach by the Client of its obligations hereunder, which breach has not been remedied within 30 days of written notice from Work Perfect requiring the breach to be remedied;
14.2.3. upon giving the Client thirty (30) days written notice of its intention to do so; or
14.2.4. solely if Work Perfect is providing any monday.com Product under this Agreement, upon valid termination of any contractual arrangement by monday.com or right by monday.com to terminate with respect to Work Perfect or the Client, whether pursuant to the monday.com Terms or otherwise.
14.3. In the event of termination by either party pursuant to this clause 13, Work Perfect shall be entitled to be paid for that part of the Services rendered, Deliverables provided and subscription fees payable with respect to any monday.com Products, as applicable, up to the date of termination and in addition, solely if Work Perfect is providing any monday.com Product under this Agreement, subscription fees up to the earlier of (a) the day before the first day of the next renewal period or (b) the last day for which Work Perfect has a payment liability to monday.com as a reseller of any monday.com Product resold to the Client under the applicable subscription.
14.4. Work Perfect may suspend provision of the Services, delivery of the Deliverables or provision of the monday.com Product upon any payment being due and unpaid by the Client until such payment is made or this Agreement is terminated.
15. Waiver
15.1. Neither party to this Agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
16. Assignment
16.1. Neither party shall assign any of their rights under this Agreement without the prior written consent of the other, provided that, solely if Work Perfect is providing any monday.com Product under this Agreement, in accordance with the monday.com terms, the Client acknowledges and agrees that that at any time, at monday.com’s discretion, the billing of fees may be assigned to monday.com, such the Client’s obligation to pay fees shall become an obligation to pay monday.com directly the respective fees..
17. Law and Jurisdiction
17.1. This Agreement is governed by the laws of New South Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this Agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum..
18. Feedback
18.1. Work Perfect aspires to embed in our culture the values of excellence and client satisfaction that we feel distinguish our company and contribute to the difference that you experience when you engage Work Perfect. We may invite you to provide feedback on our performance so that we can measure to what extent we met your goals. If you wish to discuss or provide feedback on your experience or our Services please reach out to your Work Perfect contact. If you are dissatisfied with our response, please our operations team at contactus@workperfect.io .