Levart Master Service Terms
Levart Distribution Systems Pty Ltd ABN 21 105 534 230 (“Levart”)
These Master Service Terms set out the terms on which Levart will provide software development services, and will apply where incorporated into an agreement between Levart and a Customer (“Agreement”).
1. DEFINITIONS AND INTERPRETATION
Definitions
1.1 In the Agreement, unless the contrary intention appears:
“Additional Charge” means a charge in accordance with Levart standard rates in effect from time to time;
“Agreement Details” means the section with that title in the Agreement;
“Business Day” means Monday to Friday, excluding public holidays in Perth, Western Australia;
“Charges” means the charges payable by the Customer to Levart for the Services, as specified in the Agreement Details;
“Confidential Information” means any confidential information of whatever kind (whether or not in material form and whether disclosed by or on behalf of a party before or after the execution of the Agreement) that:
(a) is by its nature confidential; or
(b) is designated by that party as confidential; or
(c) a party knows or reasonably ought to know is confidential,
and includes, in the case of Levart:
(d) the technology or processes utilised by Levart in providing the Software Development Services;
(e) information relating to the personnel, policies or business strategies or Levart; and
(f) the terms of the Agreement, other than these Software Development Terms;
and includes in relation to Levart confidential information including specifications and related documentation relating to the functioning or operation of or design of the Website;
“Customer” means the customer defined in the Agreement;
“Customer Materials” has the meaning given to that term in clause Error! Reference source not found.;
“Development Management Process” means the document with that title annexed to these Software Development Terms;
“Development Specifications” means the specifications for a Project set out in the applicable Software Development Project Plan;
“Development Stages” means the stages specified in the Development Specifications;
“Documentation” means any manuals and other printed materials provided by Levart for Customer use of the Website, including to:
assist the Customer in interpreting information received from the Users; and
enable the Customer to collate data and prepare materials in connection with Website Maintenance Services;
“Force Majeure” means a circumstance beyond the reasonable control of the Parties which results in a party being unable to observe or perform on time an obligation under the Agreement. Such circumstances shall include but not be limited to:
acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster;
acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution; and
strikes;
“GST Act” means the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
“Intellectual Property Rights” means all patents, patent applications, trade marks, designs, copyright, know-how, trade secrets, inventions, domain names, internet addresses, rights in confidential information and all other intellectual property rights whether registered or unregistered and rights to apply for any of the same;
“Payment Facilities” has the meaning given to that term in clause Error! Reference source not found.;
“Privacy Policy” means the Levart privacy policy (as amended from time to time) located at [insert link];
“Project” means the software development project identified in a Software Development Project Plan;
“Services” means the Software Development Services and related services specified Agreement Details; “Software Development Project Plan” means each document with that title referenced in the Agreement Details;
“Software Development Services” means the software development to be provided by Levart pursuant to the Agreement as part of a Project, and more specifically set out in the applicable Software Development Project Plan;
“Support Policy” means the Levart support policy (as amended from time to time) located at [insert link];
“User” means a person other than the Parties who seeks access to the Website over the internet; and
“Website” means a website to be created, developed or subsequently modified by Levart in accordance with the applicable Software Development Project Plan.
1.2 Terms which are capitalised in these Software Development Terms and which are not defined in it have the meaning given to them in the Agreement Details.
Interpretation
1.3 In these Software Development Terms, unless the contrary intention appears:
(a) a reference to legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
(b) the singular includes the plural and vice versa;
(c) another grammatical form of a defined word or expression has a corresponding meaning;
(d) a reference to any document or agreement includes that document or agreement as amended, novated or replaced from time to time; and
(e) a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity.
2. SUPPLY OF SERVICES – GENERAL
2.1 Levart will provide the Services, including where applicable:
(a) completion of the Software Development Services, using reasonable endeavours to adhere to the Development Stages; and
(b) development and testing of the Website using the methodology and development tools described in the Development Specifications.
2.2 Levart will:
(c) ensure it holds all licences, permits, consents and authorisations required under applicable law to provide the Services;
(d) provide the Services in a professional manner consistent with industry standards and in accordance with all applicable laws, regulations and other legal requirements; and
(e) ensure personnel deployed for the provision of the Services have the required technical skills, professional qualifications and experience.
3. PROCEDURE FOR AGREEING SERVICES FOR PROJECTS
3.1 Levart and the Customer agree to follow the Development Management Process to request, negotiate, agree and vary the Services to be provided in respect of a Project, together with related Project-specific terms.
3.2 Levart is not required to provide Services in respect of a Project unless both a Software Development Project Plan and Software Development Commencement Document in respect of that Project are executed by both Levart and the Customer.
4. DELAY IN SOFTWARE DEVELOPMENT SERVICES
4.1 Levart will not be liable to the Customer in relation to delayed completion of a Development Stage, or failure to complete a Development Stage, where such delay or failure is the direct or indirect result of any act or omission of the Customer or a breach by the Customer of the Agreement.
5. LICENSE
5.1 Any licence by Levart to the Customer to operate the Website will the subject of a separate agreement between Levart and the Customer.
6. RESTRICTIONS ON CUSTOMER USE OF WEBSITE
6.1 The Customer must, and must ensure that Customer personnel, use the Website in accordance with the Agreement, and do not use it:
(a) in a manner which could damage, disable or impair the Website or interfere with any other party’s use and enjoyment of Levart’s services;
(b) to obtain, or attempt to obtain, any materials or information through any means not intentionally made available or provided for through the Services;
(c) to transmit or distribute unsolicited bulk emails;
(d) to intentionally originate, launch or execute computer viruses or malware;
(e) to menace, harass or stalk any person;
(f) to distribute material that is obscene, defamatory or could cause offence or harm; or
(g) in a manner that infringes a third party’s Intellectual Property Rights.
6.2 The Customer must not, and must ensure that Customer personnel do not:
(a) copy, modify, translate, or create derivative works of the Website;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to reconstruct, identify, or discover any trade secrets, source code, underlying ideas, underlying user interface techniques, or algorithms of the Website or Levart software;
(c) lend, lease, offer for sale, sell, resell, or otherwise use the Website or Services on a commercial basis for the benefit of third parties;
(d) circumvent or attempt to circumvent any technological protective measures put in place to prevent or restrict access to the Services, including without limitation third party accounts, computer systems or networks connected to the Website;
(e) permit any person to access or use the Website, other than a Customer User;
(f) use or view the Website for the purposes of developing, directly or indirectly, a product or service competitive to the Website or the Services; or
(g) remove any copyright, trademark, proprietary rights, disclaimer, or warning from the Website.
7. WEBSITE HOSTING
7.1 Any arrangements for hosting of the Website by Levart will be the subject of a separate agreement between the parties.
8. DOMAIN REGISTRATION
Levart to register
8.1 If specified in the applicable Software Development Plan, Levart will:
(a) procure a domain name for the Customer; and
(b) endeavour to obtain the Customer’s preferred domain name as nominated by the Customer.
No Levart warranty or liability
8.2 Levart does not warrant that any preferred domain name of the Customer will be available.
8.3 Levart will not be liable to the Customer in relation to the inability of Levart to obtain the Customer’s preferred domain name or the exercise of discretion by Levart in obtaining on behalf of the Customer an alternative and reasonably comparable domain name.
8.4 Levart will not be liable to the Customer in relation to for any loss or cost to the Customer arising from a failure by the Customer to provide accurate ownership details in a timely manner prior to the expiry date of the domain.
Customer acknowledgment
8.5 The Customer acknowledges that the registration of its domain name is carried out by a third party, which third party may specify conditions of registration and revoke the registration for breach of those conditions.
Customer warranty
8.6 The Customer warrants that:
(a) all information provided in the domain name application is true and correct; and
(b) the domain name sought does not breach any legal rights of a third party, including but not limited to Intellectual Property Rights.
Customer indemnity
8.7 The Customer indemnifies Levart in respect of any liability arising, directly or indirectly, from a failure by the Customer to comply with any such conditions of registration.
9. CHARGES AND PAYMENT
Invoicing and payment
9.1 The Customer must pay Levart the Charges in accordance with this clause 9.
9.2 Levart will issue invoices for
Charges for the Software Development Services at the times specified in the Software Development Project.
9.3 The Customer must pay invoices within 14 days after issue.
Delays in payment
9.4 Without limiting Levart’s other rights under the Agreement, if the Customer fails to pay any amount due under the Agreement by the due date, Levart may:
(a) suspend providing the Services until all outstanding amounts are paid in full; or
(b) charge the Customer interest on that amount, calculated on a daily basis, from the due date until the date of payment, at 2% above the Commonwealth Bank of Australia’s standard overdraft interest rate at the due date.
GST
9.5 The amounts specified in the Agreement are exclusive of any GST unless expressly stated otherwise. If GST is payable on any supply made by a party (supplier) under the Agreement, the recipient will pay to the supplier as additional consideration an amount equal to the GST payable on the supply, subject to the supplier providing a tax invoice.
9.6 Terms used in this clause 9 which are defined in the GST Act have the same meaning as in the GST Act.
10. CUSTOMER’S OBLIGATIONS
Provision of information; co-operation
10.1 The Customer must, in addition to any other obligations expressed in the Agreement, provide to Levart:
(a) all data and content to be incorporated into the Website;
(b) all logos, designs, graphic and related materials to be incorporated into the Website,
(together, Customer Materials); and
(c) such information, facilities, services and accessories as Levart reasonably requires to enable it to comply with its obligations under the Agreement.
10.2 Levart accepts no responsibility for any deficiency or inaccuracy in the Customer Materials.
10.3 The Customer must cooperate with Levart in relation to Levart’s performance of the Services, including by providing Levart with facilities and timely access to the Customer’s employees, contractors, third party suppliers, premises, systems, equipment, data and information as reasonably required to provide the Services.
10.4 The Customer must also:
(a) ensure all information it provides to Levart is accurate and complete; and
(b) promptly provide any approvals requested by Levart, or promptly respond to its queries regarding the Services or any other relevant matter.
No liability for certain deficiencies
10.5 Levart shall not be responsible for any deficiency or alleged deficiency in the Website which is attributable to:
(a) incorrect information provided by the Customer, either pursuant to this clause or otherwise; or
(b) failure by the Customer to provide relevant information, either pursuant to this clause or otherwise.
Warranties of non-infringement
10.6 The Customer warrants that any Customer Materials provided to Levart for inclusion on the Website:
(a) do not infringe the Intellectual Property Rights of any person;
(b) are not obscene, offensive, upsetting, defamatory, personally offensive or in any way unsuitable for people under the age of eighteen (18) years; and
(c) do not comprise and cannot be used for any purpose or activity of an illegal, fraudulent or defamatory nature.
11. LEVART MAY EXERCISE ITS OWN JUDGEMENT
Levart free to exercise judgment and skill
11.1 The Customer acknowledges Levart is free to exercise its own judgment and skills as it considers most appropriate in order in the course of providing the Software Development Services, including in relation to the look and feel and functionality of the Website, subject to compliance with the Development Specifications.
Reasonable regard to Customer suggestions
11.2 Levart will have reasonable regard to any ideas or suggestions of the Customer regarding the appearance of the Website, provided these are not inconsistent with the Development Specifications.
12. PAYMENT FACILITIES
Conditions of access and use
12.1 Levart may provide access to facilities for processing credit card payment and direct debit transactions (Payment Facilities), as described in the Software Development Project Plan.
12.2 The Customer agrees to use the Payment Facilities for the sole purpose of enabling the Customer’s clients to pay amounts owing to the Customer in the normal course of the Customer’s business.
12.3 The Customer acknowledges that Levart’s service is limited to establishing access to the Payment Facilities and providing assistance to the Customer in their use.
Third party terms
12.4 The Customer acknowledges that use of the Payment Facilities will be subject to the Customer entering into a separate agreement with the third party operator of such facilities, and that such operator may revoke the Customer’s right to use the Payment Facilities for breach of such agreement.
Customer indemnity
12.5 The Customer indemnifies Levart in respect of any liability arising, directly or indirectly, from a failure by the Customer to comply with any such conditions.
Further Customer obligations
12.6 The Customer must provide to Levart all configuration details, and obtain and maintain all permits and licences reasonably required to enable Levart to allow payment transactions to occur via the Payment Facilities. Levart is under no obligation to provide access to the Payment Facilities if the Customer fails to obtain all necessary configuration information, permits and licences. The Customer undertakes to ensure that the Payment Facilities are not knowingly used for any illegal or fraudulent purpose.
Disclaimer
12.7 Levart does not warrant that the Customer will have continuous access to the Payment Facilities. Levart will not be liable in the event that the Payment Facilities are unavailable, including due to computer downtime attributable to malfunction, upgrades, preventative or remedial maintenance activities or the unavailability of services from suppliers.
13. ADDITIONAL CHARGES
Delay and change of circumstances
13.1 In the event that:
(a) the provision of the Services is delayed;
(b) Levart is required to perform the Services in circumstances other than those expressly or reasonably anticipated in relation to an Agreement of a similar nature; or
(c) there is a change in the timing or complexity of the Services;
and such circumstances are not the result of a breach of the Agreement by Levart, then Levart will be entitled to make an Additional Charge for any additional time spent by Levart attributable to any such circumstance.
14. SUPPORT
14.1 Levart will provide support for the Website Services in accordance with the Support Policy.
15. CONFIDENTIALITY
15.1 A Party must keep the other party’s Confidential Information secure and must not, without the prior written approval of the other party, disclose the other party’s Confidential Information, except in circumstances where and solely to the extent that it is legally required to do so.
15.2 Each party must ensure that the other party’s Confidential Information is disclosed only to its employees and agents, and any sub-contractors who require it in connection with the Services, and who are subject to obligations of confidentiality equivalent to those in the Agreement.
15.3 This clause survives the termination or expiry of the Agreement.
16. PRIVACY
16.1 Levart will handle Personal Information the Customer and Users provided to Levart or uploaded to the Website, or which Levart otherwise obtains in the course of providing the Services, in accordance with:
(a) applicable Australian privacy laws including the including the Privacy Act 1988 (Cth); and
(b) the Privacy Policy.
16.2 The Customer must:
(c) not provide to Levart or upload to the Website Personal Information about any individual (including any of the Customer’s Users or customers) unless the Customer has the consent of that individual to do so; and
(d) if the Customer does provide to Levart or upload to the Website Personal Information about an individual, before doing so the Customer must ensure that the disclosure complies with the Privacy Act 1988 (Cth).
17. SUB-CONTRACTS
17.1 Levart may subcontract the performance of its obligations under the Agreement or any part of the Agreement or engage individuals on a sub-contract or consultancy basis, whether or not operating under a corporate structure, to assist in the provision of services pursuant to the Agreement.
17.2 Levart remains liable to the Customer for the performance of its obligations under the Agreement.
18. INTELLECTUAL PROPERTY RIGHTS
Ownership
18.1 The Customer acknowledges that, other than the Customer Materials, all Intellectual Property Rights in the Website and are owned by Levart or licensed to Levart by its third party suppliers, including:
(a) any pre-existing material (including but not limited to Levart’s software, documentation, templates and data) which is incorporated into or which has been used in the course of developing the Website; or
(b) the user interface of the Website including but not limited to screen layouts, organisation, and operation or control features; and
(c) all software associated with the Website;
(d) all source code of the Website and related booking engine systems;
(e) all other software associated with any development undertaken by Levart for the customer; and
(f) the Documentation.
18.2 All right, title and interest in and to all Intellectual Property Rights created or developed by or on behalf of Levart in the course of providing the Software Development Services is the property of Levart, with effect on and from the date it is created.
Clearances
18.3 The Customer must:
(a) obtain all necessary permission, authorisations, licences and consents in relation to the use and incorporation of Customer Materials of a third party into the Website; and
(b) pay all royalties or licence fees associated with the use of a third party’s Intellectual Property Rights in the Customer Materials in connection with the Website.
19. CUSTOMER INDEMNITY
19.1 The Customer indemnifies Levart against any loss, costs, expenses, demands or liability, whether direct or indirect, arising out of a claim by a third party alleging such infringement if such infringement, suspected infringement or alleged infringement arises from:
(a) failure by the Customer to comply with its obligations under the Agreement;
(b) without limiting paragraph (a), the provision by the Customer of materials (including Customer Materials) for inclusion on the Website and/or the failure of the Customer to obtain any necessary permission, authorisation, licence or consent of a third party in relation to the use and incorporation of such materials into the Website;
(c) modification or alteration of the Website without prior consent in writing of Levart; or
(d) any transaction entered into by the Customer using the Website that does not relate directly to the provision of accommodation services without Levart’s prior consent in writing.
20. LIMITATION OF LEVART’S LIABILITY
Implied terms
20.1 If any goods or services are provided by Levart to the Customer as a consumer under the Australian Consumer Law, Levart’s liability to the Customer for any failure to comply with a consumer guarantee under the ACL in respect of those goods or services is limited at Levart’s option to either:
(a) in the case of goods, replacing or repairing the goods or supplying equivalent goods, or paying for the cost of replacing or repairing the goods or of acquiring equivalent goods; and
(b) in the case of services, resupplying the services, or paying the cost of resupplying the services.
Limitation of liability
20.2 To the extent permitted by law and excluding Levart’s liability under clause 1.1, Levart’s aggregate liability to the Customer (whether in contract, tort (including negligence) or otherwise) in any calendar is limited to the Charges received by Levart in that year.
20.3 Levart will not be liable (whether in contract, tort (including negligence) or otherwise) for any consequential, special, incidental or indirect loss or damage including loss of profit or loss of contract (whether consequential, special, incidental or indirect) which may arise under or in connection with the Agreement.
20.4 Levart will not be liable for any delay or failure to perform any obligation to the extent that delay or failure is due to any delay or failure by You in complying with any of Your obligations under the Agreement.
20.5 Each party’s liability is reduced proportionally to the extent that an act or omission of the other contributed to the loss or damage incurred.
21. AUTHORISATION
21.1 To the extent necessary to enable Levart to comply with its obligations under the Agreement, the Customer authorises Levart to act as its representative for the purposes of the management, testing and control of the Customer’s:
(a) Internet domain names if any including without limitation the maintenance of name server records at its discretion;
(b) IP address allocations if any including the management of routing issues;
(c) Website including the right to correspond with third parties as the Customer’s Webmaster;
(d) email services if applicable including maintenance of mail exchangers and receipt of administrative mail;
(e) intellectual property on the Internet including without limitation the power to correspond with third parties who misuse that intellectual property; and
(f) marketing on the Internet including the right to publicise the Website using Internet fora, provided that Levart may not incur such an expense without the prior approval of the Customer.
(g) access to payment facilities.
21.2 The Customer agrees to do all things and sign all documents reasonably necessary to effect the agency arrangements specified in clause 21.1.
22. INJUNCTIVE RELIEF
22.1 Customer acknowledges that a breach or potential breach of the Agreement may cause such damage to Levart as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, Customer agrees that Levart is entitled as a matter of right to seek an injunction issued by any court of competent jurisdiction, restraining such breach or potential breach, without having to demonstrate actual or potential loss.
23. TERMINATION OF AGREEMENT
23.1 A party may terminate the Agreement immediately by written notice to the other party if the other party:
(a) breaches any term of the Agreement and fails to remedy the breach (if capable of remedy) within 30 days after written notice from the first party to do so;
(b) breaches any term of the Agreement not capable of remedy; or
(c) enters into any form of insolvency, liquidation or external administration, whether voluntary or involuntary, formal or otherwise.
24. CONSEQUENCES OF TERMINATION OF AGREEMENT
Cessation of services and payment obligations
24.1 On termination of the Agreement under clause 23 or 26:
(a) Levart will immediately cease providing Services under the Agreement, including in respect of each Project;
(b) Customer’s access to all Websites will terminate immediately; and
(c) the Customer must pay Levart all outstanding amounts, which will become immediately due and payable.
24.2 On termination of the Agreement under clause 26, Levart will refund moneys previously paid by the Customer pursuant to the Agreement for goods or services not provided by Levart to the Customer.
24.3 The termination of the Agreement does not affect any provision which is expressly or by implication intended to continue in force after termination or expiry.
Delivery up of Confidential Information
24.4 On termination of the Agreement, each party must promptly:
(a) at the other party’s election either deliver to the other party all physical copies of the other party’s Confidential Information or delete them; and
(b) permanently delete from all computer systems under the first party’s control the first party’s Confidential Information which is in electronic form.
25. TERMINATION OF PROJECT
25.1 Either party may terminate a Project by notice to the other party if the other party has:
(a) materially breached its obligations under the Agreement in respect of that Project; and
(b) not remedied that breach within 14 days after notice from the non-defaulting party requesting that the defaulting party remedy the breach.
25.2 On termination of a Project under clause 25.1:
(a) Levart will immediately cease providing Services in respect of that Project;
(b) Customer’s access to any Website forming part of the Project will terminate immediately; and
(c) the Customer must pay Levart all outstanding amounts relating to that Project, which will become immediately due and payable.
25.3 Termination of any Project will not terminate the Agreement.
26. FORCE MAJEURE
26.1 Neither Party will be liable for any delay or failure to perform its obligations pursuant to the Agreement if such delay is due to Force Majeure.
26.2 If a delay or failure of a Party to perform its obligations is caused or anticipated due to Force Majeure, the performance of that Party’s obligations will be suspended. If a delay of failure by a Party to perform its obligations due to Force Majeure exceeds sixty (60) days, either Party may immediately terminate the Agreement on providing notice in writing to the other Party.
27. DISPUTE RESOLUTION
27.1 The parties agree that a dispute arising under the Agreement must be dealt with as follows:
(a) the party claiming that there is a dispute will give the other party a notice setting out the nature of the dispute;
(b) within 10 Business Days, a senior representative of each party must meet in order to try to settle the dispute;
(c) if a resolution is not reached within the period in paragraph (b) above, the parties must refer the dispute to mediation, which is to be conducted:
(d) in Perth (the parties may attend by video link);
(e) by a mediator who is independent of the parties and appointed by agreement of the parties or, failing agreement within 5 Business Days, by a person appointed by the Resolution Institute;
(f) in accordance with the then-current Resolution Institute Mediation Rules; and
(g) if the dispute is not resolved within 20 Business Days after referral to mediation (or such other period as the parties may agree), either party may commence legal proceedings.
27.2 Nothing in this clause 27 prevents a party from commencing legal proceedings seeking urgent interim or interlocutory relief.
27.3 The existence of a dispute does not affect a party’s liability to pay an amount under the Agreement that is not in dispute.
28. GENERAL PROVISIONS
Time
28.1 Where under the Agreement anything falls due to be done on a day that is not a Business Day in Western Australia or a notice is deemed to be served on that date, the relevant date is adjusted to the next Business Day.
Further acts
28.2 Each party must do whatever further acts and execute whatever further documents as might be required by law or reasonably requested by the other party in order to carry out and effect the intent and purpose of the Agreement.
Governing law
28.3 The laws of Western Australia govern the Agreement. Each party submits to the non-exclusive jurisdiction of the courts of Western Australia and the courts of appeal from them.
Assignment
28.4 Levart may assign its rights and novate its obligations under the Agreement at any time, and the Customer consents to Levart doing so.
28.5 The Customer may not assign the Agreement without the prior written consent of Levart.
Waiver not to affect rights
28.6 If Levart fails to enforce its rights under the Agreement or to require the Customer to comply with any of its obligations under the Agreement, this will not prevent Levart enforcing those rights in the future or taking advantage of any remedies that it may be entitled to as a result of the Customer’s breach.
Variation
28.7 The Agreement may not be varied after it has been executed except in writing signed by both parties.
Entire Agreement
28.8 The Agreement constitutes the entire agreement between the parties and supersedes all prior representations, agreements, statements and understanding, whether verbal or in writing.
Severability
28.9 If any provision of the Agreement is held invalid, unenforceable or illegal for any reason, the Agreement will remain otherwise in full force apart from such provisions which will deemed deleted.
Survival of Agreement
28.10 Subject to any provision to the contrary, the Agreement endures to the benefit of and is binding upon the Parties and their successors, trustees, permitted assigns or receivers but does not endure to the benefit of any other persons. The covenants, conditions and provisions of the Agreement which are capable of having effect after the expiration of the Agreement are to remain in full force and effect following the expiration of the Agreement.
Notices
28.11 Notices under the Agreement must be in writing and may be delivered by hand, mail or email to the address of the other party specified in the Agreement Details or as otherwise notified by the other party in writing.
28.12 Notice will be deemed given:
(a) in the case of hand delivery, upon written acknowledgement of receipt by an officer or other duly authorised employee, agent or representative of the receiving party;
(b) in the case of posting, three (3) days after despatch; and
(c) in the case of email, on the date it is sent, except that it is sent after 5pm then on the next Business Day after the date it is sent, and in either case unless a non-delivery message is received by the sender.
Version no: 1.00
Last updated: [24 October 2025]
ANNEXURE
DEVELOPMENT MANAGEMENT PROCESS
1. OVERVIEW
This document details the Levart development request and approval process to be undertaken for all development projects.
The objective is to provide a streamlined system which will provide detailed information in the form of Specifications, Milestones and Timelines etc. It will detail fees and payment schedules upon Milestones have been achieved.
There will be several forms required for approval by the Customer. This ensures the details provided by Levart meet Customer’s requirements.
It is our desire to provide an enterprise level development service so development task are delivered on time and on budget.
2. THE DEVELOPMENT PROCESS
The process is detailed below:
a. Development Request (DR)
This document initiates the development request process. To be completed by the Customer. The details of the project are to be provided and supported by additional documentation.
Levart will review the DR and provide a Development Request Acknowledgement (DRA) document.
https://www.levart.com.au/levart-development-request/
b. Development Request Acknowledgement (DRA)
In response to the DR Levart will provide a Development Request Acknowledgement which includes a fee to develop detailed specifications and a time frame for their delivery of the proposed project.
The fee and the timeframe for delivery of the specifications will be based on the complexity of the project.
The DRA document will be provided to the Customer who will approve the fee and time frame by signing and returning the document to Levart.
Within the time frame stipulated Levart will provide a Software Development Project Plan (SDPP)
c. Software Development Project Plan (SDPP)
The SDPP will be created by Levart and include some or all of the following detail:
i.Objectives
ii. Scope
iii. Specifications
iv. Project Milestones and Timeline
v. Methodology
vi. Rolls and Responsibilities
vii. Deliverables
viii. Technology stack
ix. Risk Management
x. Communications plan
xi. Costing
xii. Commencement Date
xiii. Out of Scope items
xiv. Levart signature
xv. UniLodge approval confirmation
The detailed specifications for the project prepared by Levart may require consulting with the Customer to clarify aspects of the project.
The Customer will approve the document and return it to Levart. No development will be undertaken until such time as the specifications and costings are approved and the signed document (together with the Software Development Commencement document has been returned to Levart.
The Specifications will be the definitive and authoritative source for all development information for the project. It is important the Customer review the document carefully. It will be the source by which the software development will be undertaken.
Should any variations be required by the Customer subsequent to approval a Software Development Variation (SDV) (Refer paragraph f.) document will be required.
d. Software Development Commencement [SDC]
Upon receipt of the approved the SDPP Levart will prepare a SDC document detailing the Milestones, Timelines and commencement date.
The SDC document will be provided to the Customer to approve and return to Levart.
Levart will commence the project development on the date specified in the SDC signed by the Customer.
e. Milestone Completion Document [MCD]
As each milestone is completed Levart will provide the MCD to the Customer detailing the stage and provide the opportunity to view the progress of the development if practicable.
The MCD is to be signed by the Customer providing the authority to bill the Milestone proportion of the development fee as detailed in the SDPP. This invoice will be raised upon receipt of the signed MCD with payment terms of 30 days from the date of issue of the invoice.
This process will continue until all milestones have been completed apart from the Practical Completion Document (PC).
f. Software Development Variation [SDV]
The SDV form is available below for the Customer to complete should they require a variation to the Project Specifications. It will detail the variation and be forwarded to Levart who will prepare an updated specification, costing and provide an adjusted timeline to undertake the variation development.
https://www.levart.com.au/software-development-variation/
g. Practical Completion
This for details the completion of the project. It will provide the details of the final payment milestone.
3. DEVELOPMENT FEES
Levart will provide a fee excluding GST for the total cost to undertake the development as per the specifications.