STANDARD CONSULTING SERVICES
AND SERVICE LEVEL AGREEMENT
Provider-side master agreement for consulting, procurement support and managed
services
Alliance Property & Infrastructure Services Pty Ltdand[TO BE COMPLETED:
Client legal name]
Applicant
response
DRAFT FOR LEGAL REVIEW — NOT FOR EXECUTION
Version 1.0 | 17 August 2026 | Confidential
Completion and legal review note
This document is a clean APIS provider-side replacement for the 2009 Sourcing
Advantage consulting agreement. It is not an amendment, assignment, novation,
ratification or continuation of that historical contract and must not be backdated.
It creates a master agreement supported by authorised Work Orders and a measurable
Service Level schedule.
Mandatory completion items before issue or signatureVerify the
Client's exact legal identity, ACN/ABN, address, GST status, notice
details and execution authority, and confirm APIS's current
registered office or approved address for service.Complete every
applicable Work Order, scope boundary, site, volume, deliverable,
milestone, dependency, service window, acceptance test, fee, KPI,
credit, authority limit, data control, insurance limit and exit
obligation.Confirm whether APIS is only advising the Client or is
authorised to communicate, source, negotiate or commit on the
Client's behalf. No agency or spend authority exists unless Schedule
8 grants it expressly.Perform a current jurisdiction-by-jurisdiction
review for construction-related services, security-of-payment
legislation, procurement, privacy, work health and safety,
professional licensing and any Client flow-down terms.Obtain
Australian commercial counsel review of the final standard form,
particularly unfair-contract-term, liability, indemnity,
service-credit, supplier, non-solicitation, data, suspension and
termination provisions.Do not reuse the 2009 Client, sites, rate
card, supplier restriction, 50%/100% termination charges, $10,000
liability limit, obsolete statutes or unsigned schedules.
How this agreement is intended to operateThe master terms create no
minimum commitment and no Services commence until a Work Order is
signed.Project consulting and Deliverables use objective acceptance
and correction controls; recurring managed services use Service
Levels, incident priorities and performance reporting.Client
dependencies and Relief Events pause only the affected metric and
only to the extent evidenced.Supplier engagement and works contracts
remain between the Client and supplier unless the parties sign a
different, legally reviewed structure.Open and selected fields are
shaded amber. Every unresolved amber item is a release blocker.
Parties and agreement status
Background
APIS provides or is developing integrated consulting, advisory, procurement support,
facilities and asset management, project coordination, managed-service and
contractor-network capabilities.
The Client may ask APIS to provide defined Services under one or more Work Orders,
subject to agreed scope, dependencies, fees, risk allocation and service measures.
The parties wish to establish a controlled framework for those Services while
preserving the Client's authority over its third-party supplier and works contracts.
The parties intend each Work Order to be independently authorised, measurable and
capable of orderly mobilisation, governance and exit.
Document map
This map is a navigation aid. Automatic numbering in the operative text controls.
Update all Word fields, pagination and cross-references after the commercial
schedules are completed and before signature.
Clause
Topic
1
Definitions, interpretation and precedence
2
Agreement structure, Work Orders and term
3
Appointment, non-exclusivity and scope boundaries
4
Mobilisation and transition-in
5
APIS performance standard and compliance
6
Deliverables, review, acceptance and correction
7
Service Levels, service windows and measurement
8
Incident, request, problem and major-incident management
9
Service failure, Service Credits and improvement plans
10
Governance, reporting and escalation
11
Client responsibilities, dependencies and Relief Events
12
Access, premises, work health and safety and site security
13
Personnel, key people and subcontracting
14
Supplier sourcing, procurement and Limited Agency
15
Change control, projects and continual improvement
16
Fees, invoices, expenses, GST and statutory payment rights
17
Records, audit and performance evidence
18
Intellectual property, materials and licences
19
Confidentiality and publicity
20
Privacy, cyber security, data and artificial intelligence
21
Conflicts, integrity, competition and legal compliance
22
Warranties and remediation
23
Indemnities
24
Liability and insurance
25
Force majeure, business continuity and disaster recovery
26
Suspension, termination and exit transition
27
Dispute resolution and urgent relief
28
Notices
29
General
Schedule
Topic
1
Agreement particulars and approval status
2
Service catalogue and Work Order
3
Mobilisation, deliverables and acceptance plan
4
Service Level and KPI matrix
5
Governance, RACI, reporting and escalation
6
Fees, rates, expenses and Service Credits
7
Client dependencies, assumptions, access and Relief Events
8
Personnel, subcontractors, suppliers and Limited Agency
9
IP, data, privacy, cyber, AI, insurance and continuity controls
10
Change, exit, transition, disclosures and special conditions
Operative provisions
Definitions, interpretation and precedence
Acceptance Criteria means the objective requirements, evidence, tests, formats and
tolerances specified for a Deliverable in the relevant Work Order or Schedule 3.
APIS Background IP means Intellectual Property Rights owned, licensed or developed by
APIS independently of the Services, including APIS methods, frameworks, tools,
templates, know-how, configurations and generic improvements.
Business Continuity Plan means the tested plan for continuing and recovering
applicable Services, including the RTO and RPO selected in Schedule 9.
Business Day means a day other than Saturday, Sunday or a public holiday at the place
stated in Schedule 1.
Change means a proposed change to scope, volume, assumptions, dependency, site,
deliverable, service measure, fee, schedule, risk, data, supplier or authority.
Change Order means a written variation signed by authorised representatives that
states the agreed effect of a Change.
Client Data means all data, records, content, credentials, Personal Information and
materials supplied by or for the Client, or generated for the Client in performing
the Services, excluding APIS Background IP.
Client Materials means the Client's documents, brand, systems, data, equipment and
other materials made available to APIS.
Confidential Information means non-public information disclosed by or for a party
that is marked confidential or that a reasonable person would understand is
confidential, including commercial, supplier, customer, pricing, personnel,
security, technical and strategic information.
Deliverable means a report, policy, plan, analysis, recommendation, design,
configuration, data set, work product or other output expressly identified in a Work
Order.
Fees means the fees, approved expenses and pass-through amounts specified in Schedule
6 or the applicable Work Order, as changed only by a Change Order.
Incident means an unplanned interruption to, reduction in quality of, or security
event affecting a Service, classified under Schedule 4.
Intellectual Property Rights means all present and future copyright, patent, design,
trade mark, confidential-information, database and analogous rights anywhere in the
world, whether registered or not.
KPI means a key performance indicator selected in Schedule 4 or a Work Order.
Limited Agency means only the express, capped and revocable authority granted to APIS
in Schedule 8 to act for the Client in identified supplier dealings.
Personal Information means information or an opinion about an identified individual
or an individual who is reasonably identifiable, and any analogous regulated
information under applicable privacy law.
Relief Event means a demonstrated event within the Client's control or another
selected excluded event that directly prevents APIS from meeting an affected
obligation, recorded under clause 11 and Schedule 7.
RPO means the maximum tolerable period of data loss selected for an applicable system
or Service.
RTO means the target time selected to restore an applicable system or Service after
disruption.
Service Credit means an agreed fee adjustment calculated under Schedule 4 or 6
following a measured Service Level failure; it is not interest, a penalty or a
guaranteed remedy.
Service Level means a measurable service standard, clock or target selected in
Schedule 4 for a recurring Service.
Service Order means has the same meaning as Work Order.
Services means the consulting, advisory, procurement-support, project, managed or
other services expressly described in an authorised Work Order.
Supplier means a third party considered, introduced, sourced, evaluated, negotiated
with or managed in connection with a Work Order.
Work Order means a completed and signed service order in the form of Schedule 2 that
incorporates this agreement and identifies the Services and commercial terms.
Headings do not affect interpretation; 'including' is not limiting; the singular
includes the plural; a person includes a legal entity; and a reference to writing
includes email where this agreement permits it.
If documents conflict, the order of precedence is: a signed Special Condition
expressly identifying the displaced clause; a signed Change Order; the applicable
Work Order; this agreement; then a policy or standard expressly incorporated in the
Work Order. A purchase order does not amend this agreement unless signed as a Change
Order.
An obligation qualified by reasonableness, materiality, knowledge or best endeavours
is assessed objectively in the circumstances. A party must not unreasonably
withhold, condition or delay an approval expressly stated to be reasonable.
Agreement structure, Work Orders and term
This agreement begins on the Effective Date in Schedule 1 and continues for the
Initial Term unless ended earlier. Any renewal occurs only as stated in Schedule 1
or by signed agreement; continuation of work does not silently renew a fixed
commercial commitment.
This agreement is a framework. It does not itself order Services, guarantee
expenditure or require APIS to reserve resources unless an authorised Work Order
says so.
Each Work Order must identify the parties, scope, exclusions, locations, service
window, volumes, Deliverables, milestones, Acceptance Criteria, dependencies,
personnel, subcontractors, Fees, Service Levels, data, IP, insurances, term and exit
arrangements that apply.
No Work Order is effective until signed by representatives with the stated authority.
An estimate, proposal, email, purchase order, meeting note or supplier quotation is
not a Work Order unless it expressly incorporates this agreement and is accepted in
writing by both parties.
Each Work Order is a separate contract incorporating this agreement. Expiry or
termination of one Work Order does not automatically terminate another, but
termination of this master prevents new Work Orders and is subject to orderly
treatment of open Work Orders under clause 26.
Appointment, non-exclusivity and scope boundaries
The Client appoints APIS on a non-exclusive basis to perform the Services, and APIS
accepts that appointment, subject to the applicable Work Order and agreed
mobilisation conditions.
APIS is not responsible for construction, design certification, legal advice,
financial advice, regulated engineering, statutory approvals, operation of Client
assets, or Supplier performance unless the Work Order expressly includes that
function and all licences, insurances, authorities and risk terms are approved.
A reference to integrated, national, managed or technology-enabled capability
describes the intended operating model only. Each actual location, resource,
Supplier, response pathway and system dependency must be identified in the Work
Order before it becomes a contractual commitment.
The Client may obtain similar services from others and APIS may serve other clients,
provided each party protects Confidential Information, avoids unmanaged conflicts
and complies with any narrowly approved project-specific exclusivity in Schedule 10.
Neither party guarantees a business outcome, saving, Supplier price, regulatory
approval or third-party decision unless a Work Order contains an express, measurable
and legally approved commitment.
Mobilisation and transition-in
APIS must not commence a Service until the mobilisation conditions, dependencies,
access, security, data, personnel, systems and approvals in Schedule 3 and the Work
Order are satisfied or expressly waived by authorised representatives.
The parties must maintain a mobilisation plan showing accountable owners, due dates,
evidence, critical dependencies, risk controls, readiness tests, communications and
go-live approval.
APIS must prepare an initial service baseline where measurement requires historical
volume, condition, asset, incident, Supplier or cost data. A baseline is not
accepted merely because it was supplied; the parties must document material gaps and
assumptions.
Go-live requires written confirmation that the applicable service desk, escalation
contacts, operating procedures, security controls, reporting sources, supplier
interfaces and continuity arrangements are ready.
If the Client directs go-live despite an identified readiness gap, the parties must
record the temporary risk acceptance, work-around, owner, expiry and any agreed fee
or Service Level adjustment. APIS remains responsible for risks within its control.
APIS performance standard and compliance
APIS must perform the Services with the skill, care, diligence, efficiency and
professional judgement reasonably expected of an experienced provider of comparable
services and in accordance with applicable law, the Work Order and agreed
professional standards.
APIS must maintain the qualifications, licences, registrations, approvals, systems
and insurances expressly required for its Services and promptly notify the Client of
any restriction or investigation materially affecting performance.
APIS must promptly identify an apparent error, ambiguity, unsafe condition, unlawful
request, dependency failure, scope gap, budget variance or likely delay and provide
a proportionate impact and recovery recommendation.
APIS need not follow a direction that would breach law, professional duty, safety,
security, privacy, sanctions, a Supplier obligation disclosed to the Client, or this
agreement. The parties must promptly escalate the issue and agree a lawful
alternative.
APIS must use commercially reasonable efforts to meet agreed milestones and Service
Levels. An unqualified 'best endeavours', 'fitness for every purpose' or savings
guarantee does not apply unless expressly negotiated in a signed Special Condition
with supporting risk and insurance approval.
APIS must coordinate with the Client and identified third parties but is not
responsible for a third party's act or omission except to the extent caused by
APIS's negligent selection, instruction, supervision or failure to perform an
express management obligation.
Deliverables, review, acceptance and correction
APIS must submit each Deliverable in the specified format with the evidence
reasonably required to assess it against the Acceptance Criteria, including editable
or source files where the Work Order requires them.
Within the review period in Schedule 3, the Client must accept the Deliverable or
give a reasonably detailed notice identifying each failure against the Acceptance
Criteria. Personal preference or a new requirement is a Change, not a defect.
Silence does not constitute acceptance unless the Work Order expressly selects deemed
acceptance after a stated period and APIS first gives a reminder. Operational use
may be evidence of acceptance only to the extent stated in the Work Order.
APIS must correct a valid non-conformity within the cure period at no additional
charge and resubmit with a response register. Acceptance does not waive a latent
defect, fraud, wilful concealment or an express warranty.
After the permitted cure attempts, the Client may require further correction, accept
with an agreed fee reduction, obtain replacement services and claim reasonable
direct incremental cost subject to clause 24, or terminate the affected Work Order
for material breach.
Acceptance applies to Deliverables. Recurring Services are measured under clauses 7
to 9 and Schedule 4 unless a Work Order expressly requires both controls.
Service Levels, service windows and measurement
A Service Level applies only where Schedule 4 or the Work Order selects it and
specifies the service, location, time zone, service window, start and stop events,
measurement source, target, exclusions and reporting period.
Service Level clocks run only during the selected service window unless the metric
expressly states continuous coverage. The clock begins on the first time-stamped
event from the agreed system of record after minimum required information is
received.
Acknowledgement, response, workaround, restoration and resolution are separate
measures. Meeting one does not establish that another has been met, and a workaround
is not final resolution unless the Work Order says so.
APIS must use the agreed system of record and retain auditable data. If data quality
is disputed, the parties must reconcile source records and apply the more reliable
evidence; neither party may manipulate classification or clock events to improve
performance.
Planned maintenance, approved changes, Client-caused delay and other excluded periods
count only if Schedule 4 defines them and APIS records the event, causal connection,
affected measure, start, stop and mitigation.
Service Levels are performance controls, not warranties of uninterrupted operation.
Availability, 24/7 response, national coverage or absolute document-control claims
apply only where expressly selected and evidenced.
Incident, request, problem and major-incident management
The parties must use the P1 to P4 classification in Schedule 4 or a Work Order.
Classification is based on impact and urgency, not the seniority of the person
reporting the issue.
APIS must log, acknowledge, triage, assign and update each Incident through the
agreed channel. The Client must provide safe access, accurate impact information,
authorised contacts and timely decisions.
For a Major Incident, APIS must appoint an incident lead, establish a communications
cadence, coordinate approved Suppliers, preserve evidence, record decisions and
provide an initial recovery plan. Regulatory or public communications remain
controlled under clauses 19 to 21.
APIS must distinguish service requests from Incidents, apply the request catalogue
and obtain approval where the request changes scope, cost, risk or access.
Recurring, high-impact or unresolved Incidents require problem management, causal
analysis and a corrective-action plan proportionate to risk. Root-cause reports must
separate verified fact, working hypothesis and unresolved evidence.
Emergency action may be taken within the emergency authority and spending cap in
Schedule 5 or 8 to protect life, property, data or continuity. APIS must notify the
Client promptly and document the action and cost.
Service failure, Service Credits and improvement plans
A Service Level failure occurs only when the agreed measurement shows a target was
missed after applying valid exclusions and Relief Events. APIS must report the
failure, cause, impact, mitigation and corrective action.
A Service Credit is calculated only under the selected formula and cap in Schedule 4
or 6. It is an automatic fee adjustment, not a penalty, and does not excuse
performance or prevent another remedy for loss not compensated by the credit.
Credits for the same underlying event must not be duplicated across overlapping
measures unless Schedule 4 expressly permits it. The Client must apply credits
against a future invoice or receive a credit note if no invoice remains.
A chronic failure occurs when the threshold in Schedule 4 is met. APIS must provide a
service improvement plan with accountable actions, dates, investment, controls and
verification; the Client must provide reasonable dependency support.
If a material chronic failure is not cured within the agreed improvement period, the
Client may exercise the enhanced governance, partial termination, step-in or exit
rights selected in Schedule 10, subject to proportionality and clause 26.
Service Credits are not the Client's exclusive remedy for fraud, wilful misconduct,
confidentiality, privacy, security, IP, personal injury, property damage or a
termination right that cannot reasonably be compensated by a fee adjustment.
Governance, reporting and escalation
Each party must appoint the representatives and governance members in Schedule 5. A
representative may administer the Services but cannot amend scope, Fees, risk
allocation or authority unless separately authorised.
APIS must provide the agreed operational, KPI, financial, supplier, risk, incident,
change, security, improvement and forecast reports, with a clear distinction between
verified results, assumptions and unresolved exceptions.
The parties must hold the meetings selected in Schedule 5 and maintain agendas,
decisions, actions, owners and due dates. Minutes do not amend the agreement unless
recorded as a Change Order.
Operational issues escalate through service leads, executives and the steering body
within the times in Schedule 5. Legal notices and dispute notices remain subject to
clauses 27 and 28.
The Client may require a reasonable service improvement plan where performance,
controls, capacity or reporting show material deterioration, even before a
chronic-failure threshold is met.
Governance must include demand and capacity forecasting. APIS is not liable for
volume above an agreed band until the parties approve resources, timing, priority
and Fees through Change Control.
Client responsibilities, dependencies and Relief Events
The Client must provide the accurate information, access, decisions, approvals,
personnel, safe premises, systems, data and Supplier cooperation expressly
identified as Client dependencies in Schedule 7.
The Client remains responsible for its business decisions, legal obligations, asset
ownership, internal approvals, funding, Supplier contracts and implementation
choices except to the extent a Work Order expressly allocates a task to APIS.
APIS must test information and assumptions to the extent reasonably required by its
professional standard and must not rely on an inconsistency it knows or ought
reasonably to identify without seeking clarification.
A Relief Event gives relief only to the extent APIS proves direct causation, promptly
notifies the Client, records the affected obligation and clock, mitigates the impact
and resumes performance. Relief is time-limited and does not excuse unrelated
obligations.
The parties must maintain the Relief Event register in Schedule 7. If the event
changes scope, resources or cost, any commercial adjustment requires a Change Order;
APIS has no automatic right to an unverified charge.
Client delay does not relieve APIS from confidentiality, security, data preservation,
safety, incident response or work that remains reasonably capable of performance.
Access, premises, work health and safety and site security
Each party must comply with applicable work health and safety or occupational health
and safety law and discharge its own non-excludable duties. Nothing in this
agreement transfers, contracts out of or limits a statutory duty.
For matters within its control, the Client must provide safe access, relevant hazard
and asset information, induction, emergency procedures, required permits and
consultation. APIS must use competent personnel, follow lawful site controls and
report hazards and incidents promptly.
APIS may stop affected work where it reasonably believes there is an immediate
serious risk and must notify the Client, preserve the site where lawful and
cooperate on a safe resumption plan.
APIS personnel must comply with proportionate site security, identification, access,
conduct and device requirements supplied before access. The Client may remove access
for objectively reasonable safety or security reasons.
Physical works, high-risk construction work, design responsibility, plant operation,
hazardous substances or environmental obligations require a specifically approved
Work Order, safe-work documentation, competent duty holders and appropriate
insurance.
Remote work controls must address secure access, ergonomics, fatigue, psychosocial
risk and emergency contacts without converting APIS personnel into Client employees.
Personnel, key people and subcontracting
APIS is responsible for selecting, directing, paying and managing its personnel and
must ensure they have the capability, licences, screening and right to work required
for their roles.
APIS must comply with applicable employment, award, superannuation, PAYG withholding,
payroll tax, workers compensation and labour-hire licensing obligations for its
personnel and maintain evidence reasonably required for Client assurance. A
contractual label does not displace the relationship's legal substance or a
statutory entitlement.
Key Personnel must remain materially involved at the commitment stated in Schedule 8.
Replacement requires the Client's prior written approval, not to be unreasonably
withheld where the replacement has equivalent capability and passes required checks.
APIS may use approved subcontractors in Schedule 8. A material new subcontractor
requires prior written approval, reasonable due diligence and equivalent
confidentiality, privacy, security, safety, IP, insurance and compliance
obligations.
APIS remains responsible for its subcontractors as if their acts and omissions were
APIS's own, subject to the agreed liability regime. Approval does not make a
subcontractor the Client's contractor or agent.
The Client may reasonably require removal of a person for misconduct, capability,
safety, security, conflict or Client-policy breach. APIS must minimise disruption
and provide an appropriate replacement.
No APIS person is a Client employee, officer, partner or agent merely because that
person uses a Client site, system, account or title for access. Actual working
practices must remain consistent with applicable workforce law.
Supplier sourcing, procurement and Limited Agency
Unless Schedule 8 expressly grants Limited Agency, APIS acts only as an adviser and
coordinator and has no authority to bind the Client, accept a Supplier offer, vary a
Supplier contract, approve payment, waive a right or represent that it can do so.
A Limited Agency must identify the authorised activity, Suppliers, term, signatory,
approval path, financial cap, prohibited commitments, record requirements and
revocation process. Authority is interpreted narrowly and may be revoked
prospectively by written notice.
The Client remains principal under each approved Supplier or works contract unless a
separate legally reviewed agreement states otherwise. APIS is not a guarantor of
Supplier performance or solvency.
APIS must apply the procurement process in Schedule 8, maintain a defensible audit
trail, obtain required approvals, communicate Client conditions accurately and avoid
undisclosed commitments.
APIS must disclose any actual or potential rebate, commission, referral fee, margin,
related party, preferred-supplier arrangement or other benefit before a Supplier
recommendation. Treatment of each amount must be expressly agreed.
The Client must not be prevented from communicating with or engaging a Supplier
merely because APIS introduced it. Any introduction protection or fee must be
transparent, limited to a named opportunity and period, and recorded in Schedule 10
after competition and unfair-terms review.
APIS may recommend and negotiate but the Client remains responsible for final
Supplier selection, funding and contract approval unless Limited Agency expressly
provides otherwise.
Change control, projects and continual improvement
Either party may propose a Change. The proposal must describe the reason and impact
on scope, outcomes, Deliverables, timing, Service Levels, dependencies, personnel,
data, risk, suppliers, Fees and exit.
No Change is effective until a Change Order is signed by authorised representatives.
APIS must continue unaffected Services while a proposed Change is assessed.
The Client may issue a temporary emergency direction within the approved emergency
authority to protect people, property, data, continuity or compliance. The parties
must document the instruction and convert any continuing impact into a Change Order
promptly.
APIS is not entitled to additional Fees for correction, re-performance, inefficiency
or work that an experienced provider should reasonably have included within the
agreed scope, standards and assumptions.
A continual-improvement proposal must state the baseline, investment, benefit, risk,
ownership, implementation and benefit-validation method. No saving, gain-share or
outcome fee is payable unless Schedule 6 defines the calculation and audit rights.
A project within the Services must have an approved brief, plan, budget,
dependencies, stage gates, change control, acceptance and closure report. Project
governance does not replace recurring-service governance unless expressly stated.
Fees, invoices, expenses, GST and statutory payment rights
The Client must pay the Fees for Services properly performed under an authorised Work
Order. Fees include APIS's ordinary overheads, administration, equipment and profit
unless Schedule 6 expressly states otherwise.
An invoice must be a valid tax invoice and identify the Work Order, billing period,
milestone or Services, approved Change Orders, applicable evidence, credits,
expenses, pass-throughs and GST. The Client may reject an incomplete invoice with
reasonable particulars.
The Client must pay an undisputed compliant invoice within the period in Schedule 6.
It must notify a dispute promptly and pay the undisputed balance. The parties must
investigate the disputed amount in good faith; APIS must not be the sole final
decision-maker on its invoice.
Expenses and pass-through costs are payable only if authorised, reasonably incurred,
supported by evidence and within agreed categories and caps. Travel and
accommodation require prior approval unless an emergency cap applies.
Unless stated otherwise, amounts exclude GST. The recipient of a taxable supply must
pay the applicable GST after receiving a valid tax invoice. A party may withhold an
amount required by law and must provide evidence of remittance.
Indexation, minimum commitments, mobilisation fees, after-hours rates, Supplier
margins, savings fees and termination charges apply only if Schedule 6 states the
formula, timing and exclusions clearly.
If a construction contract or related-services payment regime applies, each party
preserves its non-excludable statutory rights and the Work Order must identify the
jurisdiction, payment-claim process and mandatory timing. A pay-when-paid term has
no effect to the extent prohibited.
For Victorian work within the applicable security-of-payment regime, the final Work
Order must be checked against the law then in force, including applicable payment
and payment-schedule time limits, before issue.
Records, audit and performance evidence
APIS must maintain complete, accurate and auditable records supporting Services,
performance, incidents, changes, Fees, time, expenses, Suppliers, delegated
authority, data, access, security, continuity and compliance for the period in
Schedule 1 or the longer period required by law.
On reasonable notice, the Client or its bound adviser may inspect records relevant to
this agreement during normal business hours, no more often than reasonably necessary
and without access to unrelated privileged or competitively sensitive information.
The Client bears ordinary audit costs unless an audit identifies a material
overcharge, authority breach, falsified performance result or material
non-compliance caused by APIS, in which case APIS must correct the issue and
reimburse reasonable causal audit costs.
APIS must provide performance evidence in a reasonably usable format and must not
delete, overwrite or manipulate source records during an unresolved dispute,
Incident, investigation, legal hold or audit.
The Client must protect APIS Confidential Information obtained in an audit and may
use it only for governance, compliance and enforcement of this agreement.
Intellectual property, materials and licences
Each party retains its Background IP. The Client owns Client Materials and Client
Data; APIS owns APIS Background IP, including generic know-how and improvements that
do not disclose Client Confidential Information or reproduce a Client-specific
Deliverable.
The Work Order must select whether bespoke Project IP is assigned to the Client or
licensed to it. If no option is selected, APIS retains ownership and grants the
Client, on payment, a perpetual, irrevocable, worldwide, royalty-free, transferable
to successors and sublicensable to service providers licence to use, copy, adapt and
maintain the Deliverable for the Client's internal business and asset-portfolio
purposes.
Where the Work Order selects Client ownership, APIS assigns the identified Project IP
to the Client, with title passing upon full payment of the applicable Fees, while
retaining APIS Background IP and generic residual knowledge that does not disclose
the Client's Confidential Information. This signed agreement records the assignment
of present and future copyright in that identified Project IP.
APIS grants a perpetual, irrevocable, worldwide, royalty-free licence to APIS
Background IP embedded in a Client-owned or licensed Deliverable to the extent
necessary for the Client and its service providers to use, modify, maintain and
obtain full benefit from it.
APIS must identify approved third-party and open-source materials, licence terms,
costs, attribution, restrictions and replacement risk before incorporation. It must
not introduce a licence that materially restricts the Client's intended use without
written approval.
APIS must obtain appropriate contributor assignments and moral-rights consents,
provide required source or editable files, and warrant it has authority to grant the
selected rights.
No public generative-AI tool may be used to create or transform Client Materials,
Client Data or Deliverables unless Schedule 9 approves the tool, inputs, licences,
provenance, security and human-review controls.
Confidentiality and publicity
A recipient must use Confidential Information only to perform, receive or govern the
Services, protect it with at least reasonable care and disclose it only to
personnel, professional advisers and approved subcontractors who need to know and
are bound by equivalent duties.
Confidentiality does not apply to information the recipient proves was lawfully known
without restriction, becomes public without breach, is independently developed
without use, is lawfully received from an authorised third party, or is approved for
release in writing.
A legally compelled disclosure is permitted only to the minimum required. Where
lawful, the recipient must give prompt notice and reasonable assistance so the
discloser may seek protective relief.
Neither party may use the other's name, logo, relationship, Deliverables or
performance in advertising, credentials, media, case studies or public announcements
without prior written consent. A consent may require approved wording and
withdrawal.
Trade secrets remain protected while legally confidential. Other Confidential
Information remains protected for five years after termination unless Schedule 9
states a longer justified period; Personal Information remains protected while law
or this agreement requires.
Confidentiality does not prevent protected whistleblowing, reporting to a regulator,
obtaining legal advice or exercising a non-excludable statutory right.
Privacy, cyber security, data and artificial intelligence
Each party must comply with applicable privacy law. Where APIS handles Personal
Information for the Client, APIS must follow documented lawful instructions, use it
only for the Services and apply the controls in Schedule 9 whether or not a
statutory small-business exemption might otherwise apply.
APIS must apply least privilege, named accounts, multifactor authentication where
available, appropriate encryption, supported and patched systems, malware
protection, logs, secure backup, retention controls and prompt access revocation.
APIS must not appoint a data subprocessor, materially change an approved hosting
location, or permit offshore access or disclosure without the Client's prior written
approval and appropriate contractual and legal safeguards.
APIS must notify the Client without undue delay and, where practicable, within 24
hours after becoming aware of an actual or suspected loss, unauthorised access,
disclosure, misuse, malware, system compromise or privacy breach affecting Client
Data. It must contain, preserve evidence, investigate, remediate and cooperate with
lawful assessment and notification.
The Client controls Client, individual, insurer and regulator communications where
lawful. APIS must not make an external statement without approval unless law
requires it and must then give advance notice where lawful.
APIS must not input Client Data, Personal Information, Confidential Information or
unapproved Deliverables into a public or model-training AI service, or rely on AI
output without documented human review, provenance and IP/security checks.
APIS must not use a solely automated process to make a material decision about an
individual for the Client unless the Work Order expressly approves the purpose,
lawful basis, transparency, testing, human review and challenge process.
On request, expiry or termination, APIS must return or securely delete Client Data
within the period in Schedule 9 and certify completion, subject only to lawful
retention and inaccessible routine backups that remain protected and are not
restored except for disaster recovery or legal compliance.
The parties must document data ownership, permitted purposes, categories, locations,
retention, subject-rights cooperation, audit evidence, incident contacts,
subprocessors, AI use, RTO and RPO in Schedule 9 before data access.
Conflicts, integrity, competition and legal compliance
Each party must comply with applicable anti-bribery, anti-corruption, sanctions,
competition, modern-slavery, employment, discrimination, procurement, environmental
and records laws relevant to its obligations.
APIS must promptly disclose any actual, potential or perceived conflict involving its
personnel, subcontractors, Suppliers, commissions, relationships or recommendations
and implement an approved mitigation plan. An unmanageable material conflict permits
removal or termination of the affected Services.
Neither party may offer, request or accept an improper payment, secret commission,
kickback or benefit. Gifts and hospitality connected with procurement must be
recorded and managed under the agreed policy.
If Schedule 10 expressly selects personnel non-solicitation, neither party may
knowingly target for engagement an identified key person who was materially involved
in the Services during the preceding six months, for the selected period not
exceeding six months. General advertising, unsolicited approaches, recruitment
already under way and independent recruiters not instructed to target that person
are excluded.
No provision creates a blanket no-hire, no-deal or non-compete restraint. Any
project-specific protection must identify the legitimate interest, people or
opportunity, duration and exclusions and must receive competition and
unfair-contract-term review before execution.
The parties must preserve independent pricing and decision-making. They must not
exchange competitively sensitive information or coordinate bids, customers,
suppliers, territories, output or prices except to the minimum lawful extent
required for an approved collaboration and subject to legal controls.
APIS must notify the Client of a material investigation, debarment, sanction, licence
restriction or adverse finding that may reasonably affect the Services, subject to
lawful confidentiality.
Neither party is required to act where screening reasonably indicates sanctions,
fraud, money-laundering, bribery, proceeds-of-crime or identity risk. The affected
party must follow lawful hold, rejection, reporting and return processes.
Warranties and remediation
Each party warrants that it exists or has legal capacity, has authority to enter this
agreement, and will not knowingly breach another binding obligation by performing
it.
APIS warrants that the Services and Deliverables will materially conform to the Work
Order and be performed with the standard in clause 5. During the warranty period in
Schedule 1 it must correct a proven non-conformity caused by APIS at no additional
charge.
The Client warrants that it has authority to provide Client Materials, access,
instructions and Personal Information and that its intended use disclosed to APIS is
lawful. APIS remains responsible for professional warnings it should reasonably
give.
APIS warrants that it will not knowingly introduce malicious code and will use
reasonable controls to scan deliverables and systems within its control.
Any estimate, saving, forecast, implementation benefit or future-state representation
is subject to the documented assumptions and risks. It is not guaranteed unless the
Work Order includes an express measurable commitment supported by reasonable
grounds.
Nothing excludes, restricts or modifies a guarantee, right, remedy or liability that
cannot lawfully be excluded. Where lawful and fair, liability for breach of an
applicable services guarantee may be limited to resupply or the reasonable cost of
resupply.
Indemnities
Each party indemnifies the other against a third-party claim for death, personal
injury or physical property damage to the extent caused by its negligence, unlawful
act or breach of this agreement.
APIS indemnifies the Client against a third-party claim that an unmodified
Deliverable created by APIS infringes Intellectual Property Rights, except to the
extent caused by Client Materials, an unapproved modification, required combination,
continued use after a notified remedy, or a Client direction given after warning.
The Client indemnifies APIS against a third-party claim that authorised use of Client
Materials supplied by the Client infringes Intellectual Property Rights, except to
the extent APIS knew or ought reasonably to have identified the issue and failed to
warn.
Each indemnity is reduced to the extent the indemnified party caused or contributed
to the loss, failed to mitigate, or recovered from another source. There is no
double recovery.
The indemnified party must give prompt notice, reasonable information and control of
defence to the indemnifying party, subject to consultation and no settlement
admitting fault, imposing non-monetary obligations or harming reputation without
consent.
An indemnity does not apply to fines or penalties to the extent they cannot lawfully
be indemnified and remains subject to clause 24 unless Schedule 1 expressly and
lawfully provides otherwise.
Liability and insurance
Subject to non-excludable law and the agreed carve-outs, each party's aggregate
liability arising from an affected Work Order is limited to the ordinary Liability
Cap selected in Schedule 1. Any higher subcap must identify the risk and amount
expressly.
Neither party is liable for indirect or consequential loss merely because it is
labelled that way. Direct reasonable re-performance, replacement, data restoration,
incident response, notification, transition and third-party claim costs remain
recoverable where they are the natural and reasonably foreseeable consequence of
breach and are not otherwise excluded.
Neither party is liable for loss of profit, revenue, opportunity, goodwill or
anticipated saving except to the extent it is a direct amount payable to a third
party or an expressly selected and reasonably substantiated direct loss under the
Work Order.
The cap and exclusions do not apply to fraud, wilful misconduct, death or personal
injury caused by negligence, or a liability that cannot lawfully be limited.
Treatment of IP, confidentiality, privacy, cyber, authority breaches, property
damage and indemnities must be selected in Schedule 1.
Each party must mitigate loss. Liability is reduced to the extent caused by the other
party, a Relief Event or an unapproved third-party change.
APIS must maintain the insurance selected in Schedule 9 with reputable insurers,
provide certificates before commencement and on renewal, and notify the Client of
material cancellation or restriction. Insurance does not itself increase or replace
contractual liability.
Required policies may include professional indemnity with an agreed run-off period,
public and products liability, workers compensation, cyber liability, motor and
project-specific cover. A waiver requires a documented risk approval, not a blank or
'not applicable' entry.
Force majeure, business continuity and disaster recovery
A party is not liable for delay to the extent caused by an event beyond its
reasonable control that could not reasonably have been avoided or overcome, provided
it promptly notifies, mitigates and resumes performance.
Force majeure does not excuse payment already due, confidentiality, privacy,
security, evidence preservation, disaster recovery or obligations reasonably capable
of performance.
A lack of funds, ordinary staff shortage, avoidable Supplier failure, failure to
maintain capacity, industrial action confined to a party's workforce, or an event
that should have been addressed by the approved continuity plan is not force majeure
to that extent.
APIS must maintain and test the Business Continuity Plan selected in Schedule 9,
including dependency mapping, alternative communications, backup, recovery, Supplier
continuity, RTO, RPO and exercise remediation.
APIS must notify the Client of a material continuity event, activate the plan,
provide status updates and preserve safety and security. The parties must cooperate
on prioritisation and Client decisions.
If the affected critical Service cannot be restored within the long-stop period in
Schedule 9, either party may terminate the affected Work Order on written notice
without a charge for unperformed Services, subject to accrued rights and transition.
Suspension, termination and exit transition
APIS may suspend affected Services for an immediate safety, security, illegality or
non-payment risk only to the extent reasonably necessary, after giving notice where
practicable and preserving critical security, data and transition obligations.
For non-payment, APIS may suspend only after an undisputed compliant invoice remains
overdue beyond the cure period in Schedule 1, APIS gives a further written warning,
and suspension is proportionate. APIS must not suspend a disputed amount or create
avoidable danger.
Either party may terminate an affected Work Order for a material breach not remedied
within the cure period after detailed written notice. Immediate termination may
apply to fraud, serious and non-remediable safety, confidentiality, privacy, cyber,
IP or authority breach, or insolvency subject to any statutory stay.
The Client may terminate a Work Order for convenience on the notice in Schedule 1.
The Client then pays Fees for Services properly performed to the effective date,
approved unavoidable third-party commitments and agreed transition, less prepayments
and credits; no automatic 50% or 100% remaining-fee charge applies.
APIS may terminate a Work Order for convenience only if Schedule 1 grants that right
and must provide the longer notice and continuity protections stated there. It must
not abandon a critical Service without a transition plan.
On exit, APIS must cease or transfer access, return Client property, deliver accepted
and paid-for Deliverables and usable work in progress, export Client Data, transfer
credentials and records, disclose open Incidents and Supplier actions, support
knowledge transfer, delete retained data and reconcile the account.
Transition assistance is provided for the period, rates and cap in Schedule 10. It is
included in Fees to the extent the exit follows APIS default; otherwise agreed rates
apply, subject to an approved plan and cap.
Clauses concerning accrued rights, payment, records, confidentiality, privacy,
security, IP, indemnities, liability, audit, transition, disputes and any provision
intended by nature to survive continue after termination.
Dispute resolution and urgent relief
A party claiming a dispute must give written particulars, supporting evidence and the
remedy sought. Operational representatives must meet within five Business Days,
followed by authorised executives within a further five Business Days if unresolved.
If unresolved after ten Business Days, either party may refer the dispute to
confidential mediation in Melbourne through an agreed mediator or a recognised
Australian mediation body. Each party bears its own costs and shares the mediator's
fee equally.
Nothing prevents urgent interlocutory or protective relief, recovery of an undisputed
debt, action to preserve a limitation period, or use of a non-excludable statutory
process including security-of-payment adjudication.
APIS must continue unaffected Services during a dispute where safe, lawful and
reasonably practicable. The Client must continue paying undisputed amounts.
If mediation does not resolve the dispute within twenty Business Days after
appointment of the mediator, either party may commence proceedings in the courts
selected under clause 29 unless Schedule 1 selects a legally reviewed arbitration
process.
Notices
A notice must be in writing and delivered by hand, prepaid post or email to the
details in Schedule 1. Ordinary operational communications do not constitute a legal
notice unless they clearly state that they are given under this agreement.
A notice is received: by hand, when delivered; by post within Australia, three
Business Days after posting; and by email, when sent without a delivery-failure
notice, provided an email after 5.00 pm or on a non-Business Day is received at 9.00
am on the next Business Day.
Security incidents, safety events and service escalations must use the dedicated
contacts and immediate timing in the schedules and are not delayed by ordinary
deemed-receipt rules.
A party must promptly notify changed details. Service of court documents must comply
with applicable procedural law.
General
The parties are independent contractors. Except for an express Limited Agency,
neither party is an employee, partner, joint venturer, fiduciary or agent of the
other and neither may bind the other.
Neither party may assign or novate this agreement or a Work Order without the other's
prior written consent, not to be unreasonably withheld for a solvent successor that
assumes the obligations and does not create material risk. Assignment of receivables
remains subject to confidentiality and set-off rights.
A delay or failure to exercise a right is not a waiver. A waiver must be in writing
and applies only to the stated instance. Rights are cumulative.
If a provision is invalid or unenforceable, it is severed to the minimum extent
necessary and the balance continues. The parties must negotiate a lawful replacement
that best preserves the commercial purpose.
This agreement, its signed Work Orders, schedules and Change Orders constitute the
entire agreement on their subject matter. Nothing excludes fraud, misleading conduct
or a right that cannot lawfully be excluded.
An amendment must be written and signed by authorised representatives. A policy
update may apply operationally only if permitted by the Work Order, reasonable,
notified in advance and not a disguised change to price or risk.
This agreement is governed by the law selected in Schedule 1, defaulting to Victoria,
Australia. Subject to clause 27, the parties submit to the exclusive jurisdiction of
the selected courts and Commonwealth courts sitting there.
This agreement may be signed in counterparts and electronically. Each method must
identify the signer, indicate intention and be appropriately reliable. Each
signatory warrants authority in the stated capacity.
Pre-execution approval register
The controlled agreement must not be issued for signature until each gate is
evidenced and no unresolved amber field remains.
Gate
Required evidence
Owner
Status / date
Corporate identity
Current ASIC/ABR particulars, addresses, GST status, notices and
execution authority verified for both parties.
Legal / company secretariat
Corporate identity
Commercial scope
Each active Work Order, service boundary, volume, milestone,
acceptance test, fee and dependency completed.
Business owner
Commercial scope
SLA design
P1–P4, clocks, system of record, exclusions, KPI formula, credit cap
and chronic-failure trigger approved.
Service owner
SLA design
Agency and procurement
Authority matrix, spend limits, Supplier approvals, conflicts,
rebates and audit trail approved.
Procurement / legal
Agency and
procurement
People and licences
Personnel, subcontractors, classification, screening, professional
licences and site access verified.
People / risk
People and licences
Safety and statutory payment
Jurisdictional WHS/OHS, construction-related-services and
security-of-payment review complete.
Safety / legal / finance
Safety and statutory
payment
IP and data
IP model, Client Data, locations, subprocessors, privacy, cyber, AI,
retention and incident controls approved.
Legal / privacy / technology
IP and data
Risk transfer
Liability caps, carve-outs, indemnities and insurance limits
approved and evidenced.
Legal / risk / insurance
Risk transfer
Continuity and exit
BCP, RTO/RPO, transition plan, data export, supplier handover, rates
and caps tested.
Operations / technology
Continuity and exit
Fairness and release
Standard-form unfair-term review, final counsel approval, delegated
approvals and clean execution copy complete.
Legal / approver
Fairness and
release
Schedule 1 — Agreement particulars and approval status
Effective Date
Effective Date [TO BE COMPLETED: date on
which this agreement begins; do not
backdate]
Initial Term
Initial Term [TO BE COMPLETED: term and
end date]
Renewal
[SELECT: no automatic renewal / renewal periods and notice]
APIS Address
APIS Address [TO BE COMPLETED: current
registered office / address for service]
Client Identity
Client Identity [TO BE COMPLETED: full legal
name, ACN/ABN, registered office and GST
status]
APIS Representative
APIS Representative [TO BE COMPLETED: name, role,
email and delegated authority]
Client Representative
Client
Representative [TO BE COMPLETED: name, role,
email and delegated authority]
APIS Notices
APIS Notices Attention: Managing Director
| enquiry@apis.net.au | [TO BE COMPLETED: physical
address]
Client Notices
Client Notices [TO BE COMPLETED: addressee,
email and physical address]
Business Day / time zone
Melbourne, Victoria and Australian Eastern time, unless the relevant
Work Order states otherwise.
Warranty Period
Warranty Period
Invoice Payment Period
Invoice Payment
Period
Non-payment Cure
Non-payment Cure
Client Convenience Termination
Client Convenience
Termination
APIS Convenience Termination
APIS Convenience
Termination
Breach Cure
Breach Cure
Ordinary Liability Cap
Ordinary Liability
Cap [TO BE COMPLETED after fee,
risk and insurance review: amount or formula per Work
Order]
Higher Subcaps
Higher Subcaps [TO BE
COMPLETED: IP / confidentiality / privacy / cyber /
authority / property risks, or state none]
Cap Exclusions
Cap Exclusions Fraud,
wilful misconduct, death/personal injury caused by
negligence and non-excludable liabilities; other exclusions:
.
Records Period
Seven years, or longer where law or an identified Client flow-down
requires.
Governing Law and Courts
Governing Law and
Courts Victoria,
Australia, unless [TO BE COMPLETED: a Work Order-specific
jurisdiction approved by counsel].
Security of Payment
Security of
Payment [TO BE
COMPLETED for each Work Order: not applicable / legislation
and jurisdiction / payment process]
Agreement Release Status
Agreement Release
Status
Schedule 2 — Service catalogue and Work Order
No Work Order, no ServiceComplete one signed Work Order for each
distinct service bundle, project, site group or commercial
model.Delete all inapplicable optional modules. Do not rely on a
proposal or purchase order to fill a substantive gap.If recurring
managed services are selected, complete Schedule 4. If supplier or
works management is selected, complete the Limited Agency and
statutory review fields.
Work Order ID / version
Work Order ID /
version [TO BE
COMPLETED]
Service name and objective
Service name and
objective [TO BE
COMPLETED]
Service category
[SELECT: consulting/advisory; policy and compliance;
facilities/asset service design; procurement support; project/works
coordination; managed service; Contractor Connect support; other]
Commencement / completion
Commencement /
completion [TO BE COMPLETED: dates,
stages and renewal if any]
Locations / assets / portfolios
Locations / assets /
portfolios [TO BE COMPLETED: exact
sites, geographic scope and remote delivery]
Service window / time zone
Service window / time
zone [TO BE
COMPLETED: business hours, after-hours, 24/7 if expressly
resourced, public holidays and maintenance
window]
Expected volumes / bands
Expected volumes /
bands [TO BE COMPLETED: requests,
incidents, assets, sites, suppliers, reports, users and
tolerance bands]
Inclusions
Inclusions [TO BE COMPLETED: precise
activities and outputs]
Exclusions / retained Client functions
Exclusions / retained Client
functions [TO BE
COMPLETED: legal decisions, approvals, Supplier contracts,
construction, certification, statutory roles and other
retained tasks]
Applicable Deliverables
Applicable
Deliverables [TO BE COMPLETED by reference
to Schedule 3]
Applicable Service Levels
Applicable Service
Levels [TO BE COMPLETED by
reference to Schedule 4, or state none]
Dependencies / Relief Events
Dependencies / Relief
Events [TO BE COMPLETED by
reference to Schedule 7]
Fees
Fees [TO BE COMPLETED by
reference to Schedule 6]
Personnel / subcontractors
Personnel /
subcontractors [TO BE COMPLETED by
reference to Schedule 8]
Data / IP / security
Data / IP /
security [TO BE COMPLETED by
reference to Schedule 9]
Exit / special conditions
Exit / special
conditions [TO BE COMPLETED by
reference to Schedule 10]
Authorised signatures
Authorised
signatures APIS: [TO BE COMPLETED] |
Client: [TO BE COMPLETED] | Date: [TO BE
COMPLETED]
Catalogue module
Illustrative scope boundary — select and complete in Work Order
Selected
Discovery and advisory
Current-state analysis, stakeholder interviews, options,
recommendations and implementation roadmap; no guarantee of adoption
or benefit.
Discovery and
advisory
Policy and compliance support
Requirements gathering, policy drafting and control mapping; legal
or regulatory opinion excluded unless separately authorised and
qualified.
Policy and compliance
support
Facilities / asset service design
Asset/service mapping, delivery model, supplier requirements,
performance framework and mobilisation planning.
Facilities / asset service
design
Procurement support
Market scan, request documentation, evaluation, negotiation support
and recommendation; Client retains award and contracting decision.
Procurement support
Project / works coordination
Programme, cost, risk, Supplier and reporting coordination;
construction and design duties only if expressly allocated and
insured.
Project / works
coordination
Managed services
Recurring service desk, workflow, Supplier coordination, reporting
and improvement under completed Service Levels.
Managed services
Technology / Contractor Connect support
Configured workflow, onboarding, reporting and integration support;
production status, hosting and data controls must be completed.
Technology / Contractor Connect
support
Schedule 3 — Mobilisation, deliverables and acceptance plan
ID
Milestone / Deliverable
Owner / due
Acceptance Criteria and evidence
Review / cure
M-01
Mobilisation plan, dependency register and readiness assessment
M-01 APIS / Approved owners, due dates, risks, access, systems, baseline and
go-live tests.
M-01
M-02
Current-state and service-baseline report
M-02 APIS / Sources, assumptions, gaps, volumes, risks and agreed baseline
recorded.
M-02
M-03
Target service design / implementation plan
M-03 APIS / Scope, RACI, process, controls, Suppliers, technology, costs,
benefits and stages complete.
M-03
M-04
Configured processes, reports and operating procedures
M-04 APIS / Demonstrated against test cases; permissions, versioning, training
and support materials complete.
M-04
M-05
Go-live readiness and approval pack
M-05 Both / Critical conditions closed or approved risk acceptances recorded;
authorised go-live decision.
M-05
M-06
Handover / closure pack
M-06 APIS / Deliverables, source files, decisions, risks, data, credentials,
suppliers and open actions transferred.
M-06
Schedule 4 — Service Level and KPI matrix
The following is a completion framework, not an agreed promise. Select only metrics
supported by approved capacity, systems and evidence.
Schedule 5 — Governance, RACI, reporting and escalation
Forum / role
Participants
Purpose / authority
Cadence
Evidence
Executive sponsor
Executive sponsor [TO BE
COMPLETED] Strategic direction and decisions within delegated authority.
Executive sponsor Decision record
Service review
APIS service lead; Client service owner; invited specialists
Performance, demand, incidents, changes, risks, suppliers, credits
and improvements.
Service review Pack and minutes
Steering committee
Steering committee [TO BE
COMPLETED] Material scope, budget, risk, priority and escalation
recommendations.
Steering committee Pack, minutes, actions
Major Incident team
Incident lead and authorised operational contacts
Containment, recovery, communications and evidence.
As required
Incident record
Commercial review
Authorised commercial representatives
Forecast, invoices, credits, pass-throughs, indexation and changes.
Commercial review Reconciliation
Activity
APIS
Client
Supplier / other
Decision evidence
Define requirements and retained decisions
Consult
Accountable
Consult
Approved Work Order
Service design and mobilisation
Responsible
Approve / support
Consult
Readiness approval
Supplier recommendation
Responsible
Accountable for selection
Provide evidence
Evaluation record
Supplier contract execution
No authority unless Limited Agency
Accountable
Contracting party
Executed contract
Incident coordination
Responsible for APIS scope
Support / approve priorities
Responsible for own scope
Incident record
Deliverable acceptance
Submit / correct
Accountable
Consult if relevant
Acceptance record
Change approval
Assess / approve within authority
Assess / approve within authority
Input
Signed Change Order
Schedule 6 — Fees, rates, expenses and Service Credits
Currency / GST
Australian dollars, exclusive of GST unless expressly stated
otherwise.
Fee Model
[SELECT: fixed; milestone; recurring; capped time and materials;
unit rate; approved hybrid]
Mobilisation Fee
Mobilisation Fee [TO BE COMPLETED: amount,
milestone and refundability, or state none]
Recurring Fees
Recurring Fees [TO BE COMPLETED: amount,
billing period, included volume and overage
basis]
Project / Deliverable Fees
Project / Deliverable
Fees [TO BE COMPLETED: milestone
amounts and acceptance/payment triggers]
Rate Card
Rate Card [TO BE COMPLETED: role, unit,
ordinary/after-hours rates and annual cap]
Expenses
Expenses [TO BE COMPLETED: categories,
pre-approval threshold, travel class, daily caps and
receipts]
Pass-through / Supplier Costs
Pass-through / Supplier
Costs [TO BE COMPLETED: direct
cost, disclosed margin, approval and invoice
evidence]
Indexation
[SELECT: none / formula, first adjustment date, frequency, floor/cap
and notice]
Minimum Commitment
[SELECT: none / amount, period and relief/termination treatment]
Savings / Outcome Fee
[SELECT: none / baseline, formula, attribution, exclusions,
verification, cap and payment date]
Invoice Frequency
Invoice Frequency
Payment Period
As selected in Schedule 1, subject to non-excludable statutory
payment timing.
Late Interest
Late Interest
Service Credits
Service Credits Calculated
under Schedule 4 and applied as a credit note or
next-invoice adjustment; details: .
Termination / Transition
Accepted Services plus approved unavoidable commitments and agreed
transition; no automatic percentage of remaining Fees.
Schedule 7 — Client dependencies, assumptions, access and Relief Events
Schedule 8 — Personnel, subcontractors, suppliers and Limited Agency
Limited Agency Status
[SELECT: no agency / Limited Agency granted only as completed below]
Authorised Activities
Authorised
Activities [TO BE COMPLETED: exact
communications, requests, negotiations or
instructions]
Excluded Authority
No contract signature, waiver, settlement, variation, payment
approval, borrowing, guarantee or admission unless expressly
inserted and legally approved.
Suppliers / Opportunities
Suppliers /
Opportunities [TO BE COMPLETED: named
Supplier and procurement / works package]
Financial / Risk Limit
Financial / Risk
Limit [TO BE COMPLETED: per
transaction, aggregate, term and prohibited
commitments]
Required Client Approval
Required Client
Approval [TO BE COMPLETED: approver,
form and evidence]
Rebates / Commissions / Margins
Rebates / Commissions /
Margins [TO BE COMPLETED: amount or
formula, payer, disclosure and treatment, or state
none]
Procurement Process
Procurement Process [TO BE COMPLETED:
competition, evaluation, conflicts, probity, negotiation and
records]
Introduction Protection
[SELECT: none / named opportunity, transparent fee, limited period
and approved exceptions]
Revocation
Prospective written notice; APIS must cease commitments and hand
over open matters promptly.
Schedule 9 — IP, data, privacy, cyber, AI, insurance and continuity controls
Project IP Model
[SELECT: APIS ownership plus Client licence / Client ownership of
identified bespoke Project IP]
APIS Background IP
APIS Background IP [TO BE COMPLETED: registered
methods/tools/templates and embedded licence
requirements]
Client Materials / Data
Client Materials /
Data [TO BE COMPLETED: categories,
owner, permitted use and access]
Third-party / Open-source Materials
Third-party / Open-source
Materials [TO BE COMPLETED: item,
owner, licence, cost, restrictions and approval, or
none]
Approved AI
Approved AI [TO BE COMPLETED: tool,
purpose, inputs, retention, training status, licence and
review, or none]
Hosting / Data Locations
Hosting / Data
Locations [TO BE COMPLETED: country,
provider, environment and backup]
Subprocessors / Offshore Access
Subprocessors / Offshore
Access [TO BE COMPLETED: identity,
location, purpose and safeguards, or none]
Retention / Deletion
Retention /
Deletion [TO BE COMPLETED: active
retention, legal hold, return/export format and deletion
certificate]
Incident Contact
Incident Contact Client:
| APIS: | notice target: without undue delay and, where
practicable, within 24 hours.
Professional Indemnity
Professional
Indemnity [TO BE COMPLETED: limit,
aggregate basis, deductible and run-off]
Public / Products Liability
Public / Products
Liability [TO BE COMPLETED: limit and
site requirements]
Workers Compensation
Statutory cover where required; evidence before personnel commence.
Cyber Liability
Cyber Liability [TO BE COMPLETED: limit and
key coverage]
Other Insurance
Other Insurance [TO BE COMPLETED: motor,
contract works, management liability or project-specific
cover, or none]
BCP Scope
BCP Scope [TO BE COMPLETED: critical
services, people, sites, systems, suppliers and
communications]
RTO / RPO
RTO / RPO [TO BE COMPLETED per
critical service or system]
Testing
Testing [TO BE COMPLETED: frequency,
scenario, evidence, remediation and Client
participation]
Force Majeure Long-stop
Force Majeure
Long-stop [TO BE COMPLETED:
critical-service restoration or termination
threshold]
Control domain
Minimum control
Engagement-specific evidence / owner
Identity and access
Named accounts, least privilege, MFA where available, reviews and
prompt revocation.
Identity and access [TO BE
COMPLETED]
Endpoint and network
Supported systems, patching, malware protection, encryption and
secure remote access.
Endpoint and
network [TO BE
COMPLETED]
Logging and monitoring
Access, administrative, security and service events retained and
reviewed.
Logging and
monitoring [TO BE
COMPLETED]
Backup and recovery
Protected backups, restoration testing, RPO/RTO evidence and
ransomware separation.
Backup and recovery [TO BE
COMPLETED]
Incident response
24-hour target notice, containment, evidence, assessment,
remediation and communications control.
Incident response [TO BE
COMPLETED]
Privacy
Purpose limitation, minimisation, access/correction support, NDB
cooperation and deletion.
Privacy [TO BE
COMPLETED]
Artificial intelligence
Approved tools only; no model training or confidential input;
provenance and human review.
Artificial
intelligence [TO BE
COMPLETED]
Continuity
Critical-service plan, alternates, supplier dependencies, exercises
and tracked remediation.
Continuity [TO BE
COMPLETED]
Schedule 10 — Change, exit, transition, disclosures and special conditions
Exit item
Owner
Due
Acceptance evidence
Fee / cap
Current service, Incident, change, Supplier and risk register
APIS
Current service, Incident,
change, Supplier and risk register Complete controlled register
Current service, Incident,
change, Supplier and risk register Included /
Deliverables, source/editable files and usable work in progress
APIS
Deliverables, source/editable
files and usable work in progress File manifest and receipt
Deliverables, source/editable
files and usable work in progress Included /
Client Data export and repository handover
APIS
Client Data export and
repository handover Validated export and access
Client Data export and
repository handover
Credentials, licences, keys and access revocation
Both
Credentials, licences, keys and
access revocation Access report
Included
Supplier and third-party handover / novation support
Both
Supplier and third-party
handover / novation support Open-action and authority register
Supplier and third-party
handover / novation support
Knowledge transfer and successor-provider cooperation
APIS
Knowledge transfer and
successor-provider cooperation Sessions and closure record
Knowledge transfer and
successor-provider cooperation
Return/deletion and legal-retention certificate
APIS
Return/deletion and
legal-retention certificate Signed certificate
Included
Final Fees, Service Credits and prepayment reconciliation
Both
Final Fees, Service Credits and
prepayment reconciliation Agreed account statement
Not applicable
Transition Period
Transition Period [TO BE
COMPLETED]
Transition Rates / Cap
Transition Rates /
Cap [TO BE COMPLETED; included to
the extent exit follows APIS default]
Client / Supplier Flow-downs
Client / Supplier
Flow-downs [TO BE COMPLETED: clause,
source, applicability, risk owner and evidence, or
none]
Conflicts / Related Parties
Conflicts / Related
Parties [TO BE COMPLETED: disclosure
and mitigation, or none]
Pre-existing Supplier Relationships
Pre-existing Supplier
Relationships [TO BE COMPLETED: Supplier,
scope, date and exclusion, or none]
Project-specific Exclusivity
[SELECT: none / exact opportunity, parties, period, exceptions and
competition approval]
Personnel Non-solicitation
[SELECT: none / six-month targeted provision with
general-advertising, unsolicited and pre-existing exceptions]
Special Conditions
Special Conditions [TO BE COMPLETED: identify
each displaced clause and signed replacement, or
none]
Legacy Document
The 2009 Sourcing Advantage agreement is historical reference
material only and is not incorporated, amended, transferred or
ratified.
Execution
Do not sign until completeResolve every amber item and attach all
completed Work Orders and Schedules 1–10.Obtain final Australian
legal, privacy, cyber, safety, tax, insurance and commercial
approvals appropriate to the selected Services and
jurisdictions.Delete unused options and execution blocks; confirm
signatory authority and date with the actual last-signature date.Do
not rely on the 2009 signatures, dates, rates, Client details or
statutory references.
EXECUTED by ALLIANCE PROPERTY & INFRASTRUCTURE SERVICES PTY LTD (ACN 698 179 994)
in accordance with section 127 of the Corporations Act 2001 (Cth):
Sole-director option: if the company is a proprietary company with a sole director
who is also the sole company secretary, or has no company secretary, the sole
director signs once and states that capacity. Delete or strike through the unused
signature field.
EXECUTED by [TO BE COMPLETED: CLIENT COMPANY LEGAL NAME] (ACN [TO BE COMPLETED])
in accordance with section 127 of the Corporations Act 2001 (Cth):
Applicant response
Sole-director option: if the company is a proprietary company with a sole director
who is also the sole company secretary, or has no company secretary, the sole
director signs once and states that capacity. Delete or strike through the unused
signature field.
If the Client is not an Australian company, replace the unused company block with a
counsel-approved execution block for the verified legal form and jurisdiction.
