Terms & Conditions for CATALYX
Effective Date: 27 August 2025
These Terms & Conditions ("Terms") govern the provision of all IT consultancy services 
("Services") by CATALYX ("we," "us," or "our") to you, the client ("Client," "you"). These 
Terms, together with any Statement of Work, form the entire agreement between us.
1. Definitions
• Agreement: These Terms and any applicable Statement of Work (SoW).
• Client Data: Any data, information, or material provided or submitted by the 
Client to CATALYX in the course of utilising the Services.
• Deliverables: The work products, reports, strategies, or other outputs to be 
created and delivered by CATALYX as specified in a Statement of Work.
• Intellectual Property Rights: All patents, rights to inventions, copyright, 
trademarks, trade names, and any other intellectual property rights, in each case 
whether registered or unregistered.
• Statement of Work (SoW): A document agreed upon by both parties that details 
the specific scope, deliverables, timeline, and fees for a particular engagement.
2. Services and Statements of Work
CATALYX will provide the Services as described in a mutually agreed upon Statement of 
Work. Each SoW will be incorporated into this Agreement by reference. In the event of a 
conflict between these Terms and an SoW, the terms of the SoW will prevail for that 
specific engagement. Any changes to the scope of Services must be agreed upon in 
writing by both parties.
3. Client Obligations
To ensure the successful delivery of our Services, the Client agrees to:
• Provide timely, accurate, and complete information and resources as reasonably 
required by CATALYX.
• Appoint a primary contact person who is authorised to make decisions on behalf 
of the Client.
• Provide safe and timely access to relevant personnel, systems, and premises as 
necessary.
• Comply with all applicable laws and regulations in relation to its business and 
use of the Services.
4. Fees and Payment
• Fees: The Client agrees to pay the fees as specified in the applicable Statement 
of Work. All fees are quoted exclusive of GST unless otherwise stated.
• Invoicing: Invoices will be issued as outlined in the SoW. Unless otherwise 
specified, payment is due within 14 days of the invoice date.
• Late Payments: We reserve the right to charge interest on overdue invoices at a 
rate of 2% per month, calculated daily. We may also suspend the provision of 
Services until all overdue amounts are paid in full.
5. Intellectual Property
• Pre-Existing IP: Each party retains all Intellectual Property Rights to its own pre￾existing materials.
• CATALYX IP: We retain ownership of all Intellectual Property Rights in our 
methodologies, frameworks, tools, and know-how used to provide the Services.
• Deliverables: Upon full and final payment for the relevant Services, CATALYX 
grants the Client a non-exclusive, perpetual, royalty-free license to use the 
Intellectual Property Rights in the Deliverables for its own internal business 
purposes.
6. Confidentiality
Both parties agree not to disclose any confidential information of the other party to any 
third party without prior written consent. This includes business strategies, client lists, 
technical data, and financial information. This obligation will survive the termination of 
this Agreement.
7. Warranties
• CATALYX warrants that it will perform the Services with due care, skill, and 
diligence, consistent with industry standards.
• The Client warrants that it has the right to provide all Client Data and other 
materials to CATALYX for the purpose of this Agreement and that our use of them 
will not infringe on the rights of any third party.
8. Limitation of Liability
To the maximum extent permitted by law, the total aggregate liability of CATALYX to the 
Client for any loss or damage arising out of or in connection with this Agreement 
(whether in contract, tort, or otherwise) is limited to the total fees paid by the Client 
under the relevant Statement of Work.
Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any 
guarantee, warranty or other term or condition, implied or imposed by any legislation 
which cannot lawfully be excluded or limited. This may include the Australian 
Consumer Law.
9. Termination
• For Convenience: Either party may terminate this Agreement or any SoW by 
providing 30 days' written notice to the other party.
• For Cause: Either party may terminate this Agreement immediately by written 
notice if the other party commits a material breach of these Terms and fails to 
remedy it within 14 days of receiving notice of the breach.
• Effect of Termination: Upon termination, the Client must pay for all Services 
performed and expenses incurred up to the date of termination.
10. General Provisions
• Governing Law: This Agreement is governed by the laws of the State/Territory in 
which CATALYX is registered in Australia, and the parties submit to the exclusive 
jurisdiction of the courts of that State/Territory.
• Force Majeure: Neither party will be liable for any delay or failure to perform its 
obligations due to a cause beyond its reasonable control.
• Entire Agreement: This Agreement constitutes the entire understanding 
between the parties and supersedes all prior communications, negotiations, and 
agreements.
Disclaimer: This document is a template and does not constitute legal advice. You 
should consult with a qualified legal professional to ensure these terms are appropriate 
for your specific business circumstances.