Standard Terms and Conditions of Sale
Software, Digital Products and Consultancy Services
Effective date: 21 August 2026
These Standard Terms and Conditions of Sale apply to software, digital products, consultancy and professional services supplied by Bentendo Pty Ltd ACN 646 790 865, ABN 95 739 056 828, trading as CXO Advisory and operating the CXOdoo brand.
In these Terms, we, us, our, CXO Advisory and CXOdoo, where the context permits, refer to Bentendo Pty Ltd. You, your and Customer refer to the person or organisation acquiring the relevant product or service.
Liability limited by a scheme approved under Professional Standards Legislation.
1. About these Terms
1.1 These Terms govern the supply by us of:
a. CXOdoo software, applications, modules, integrations and other digital products;
b. software maintenance and support;
c. Odoo implementation, configuration, integration, development, support and training;
d. technology and business consultancy;
e. retained, fractional and interim executive services;
f. project-based professional services; and
g. other products or services identified in a quotation, proposal, Statement of Work, order, invoice, product page or other written agreement.
1.2 Our consultancy services may include strategic and business planning, governance, organisational transformation, ICT strategy, enterprise architecture, digital transformation, cybersecurity, managed services architecture, digital due diligence, project and programme management, PMO design, business systems, data and reporting, brand and communications, people and capability, learning management systems, policy and framework development, Odoo services and related professional services.
1.3 These Terms apply whether you purchase from a website operated by us, accept a quotation or proposal, enter into a Statement of Work, engage us on a time-and-materials basis, or otherwise instruct us to commence work after receiving these Terms.
1.4 Nothing in these Terms excludes, restricts or modifies a right, guarantee, remedy or liability that cannot lawfully be excluded, restricted or modified.
2. Definitions
In these Terms:
ACL means the Australian Consumer Law in Schedule 2 to the Competition and Consumer Act 2010 (Cth).
Background IP means intellectual property owned, developed, licensed or controlled by a party independently of a particular Engagement, together with generic or reusable intellectual property developed during an Engagement that is not unique to the Customer.
Bespoke Deliverable means the portion of a Deliverable created specifically for the Customer under an Engagement, excluding Background IP, Software, third-party materials, open-source materials and generic or reusable components.
Consultancy Services means professional, advisory, implementation, development, support, training, executive, project and other consultancy services supplied by us.
Consumer has the meaning given to that term under the ACL.
Customer Materials means information, data, content, software, systems, documents, branding and other material supplied or made available to us by or on behalf of the Customer.
Deliverable means an identifiable work product that we are required to provide under an Engagement.
Engagement means an arrangement under which we provide Consultancy Services.
Fees means amounts payable to us for Software, Services, Deliverables, expenses or other items.
Order means an accepted online order, quotation, proposal, Statement of Work, purchase order accepted by us, or other agreement for the supply of Software or Services.
Product Page means the applicable CXOdoo or CXO Advisory webpage describing a Software product or Service.
Services includes Consultancy Services, support, training and other services supplied by us.
Software means software, applications, modules, integrations, source or object code, scripts, updates, documentation and associated digital material supplied or licensed by us.
Software Licence Terms means our separately published software licence terms, as applicable to a Software product.
Website means a website operated by Bentendo Pty Ltd, including websites using the CXO Advisory or CXOdoo brands.
3. Formation of the contract
3.1 A contract is formed when:
a. we accept your online Order;
b. you accept our quotation, proposal or Statement of Work;
c. we accept a purchase order from you;
d. you instruct us to commence Services after receiving these Terms; or
e. we otherwise agree in writing to supply Software or Services to you.
3.2 An automated acknowledgement of an online Order does not necessarily constitute acceptance. An Order is accepted when we confirm acceptance or make the relevant Software or Service available, whichever occurs first.
3.3 We may decline an Order before supply where reasonably necessary because of:
a. an obvious pricing or description error;
b. suspected fraud or unauthorised payment;
c. legal, regulatory, sanctions or export-control requirements;
d. technical inability to supply the item ordered; or
e. another legitimate reason preventing supply.
3.4 If we decline an Order after receiving payment and have not supplied the relevant product or service, we will refund the amount paid for that Order.
3.5 A person accepting an Order on behalf of an organisation represents that they are authorised to bind that organisation.
4. Order of precedence
4.1 If documents forming part of an Order are inconsistent, they apply in the following order of precedence:
a. any specific written variation expressly agreed by both parties;
b. the applicable quotation, proposal, Statement of Work or Order;
c. for Software licensing and permitted use, the applicable Software Licence Terms;
d. product-specific conditions clearly disclosed on the applicable Product Page; and
e. these Terms.
4.2 A quotation, proposal, Statement of Work or Order overrides these Terms only to the extent that it expressly provides for a different arrangement.
4.3 Our Privacy Policy governs our handling of personal information and operates alongside these Terms.
5. Prices, currency and GST
5.1 Unless expressly stated otherwise:
a. prices are in Australian dollars;
b. prices include Australian Goods and Services Tax where GST is applicable; and
c. applicable payment processing charges disclosed before purchase form part of the amount payable.
5.2 Prices displayed to an international Customer may be converted into another currency by a payment provider. Currency conversion rates and foreign transaction charges imposed by banks, card issuers or payment providers are outside our control.
5.3 An international Customer is responsible for taxes, duties, levies or charges imposed by the Customer's jurisdiction in connection with the purchase, except for taxes imposed on our own income.
5.4 If an applicable law requires withholding from a payment, the Customer may make the withholding required by law and must provide reasonable evidence of the withholding if requested.
6. Payment
6.1 Software purchased through our Website is ordinarily payable in full at checkout.
6.2 Unless an Order states otherwise, Consultancy Services are invoiced on the basis stated in the applicable Order and invoices are payable within 7 days of the invoice date.
6.3 We may require:
a. an upfront deposit;
b. a retainer;
c. prepaid blocks of time;
d. staged or milestone payments;
e. payment in advance; or
f. another payment arrangement specified in an Order.
6.4 The applicable Order will specify how a deposit, retainer, prepaid amount or milestone payment is treated.
6.5 You must pay an invoice by the due date using an accepted payment method.
6.6 If you genuinely dispute part of an invoice, you should notify us promptly, explaining the basis of the dispute. You must pay any undisputed portion when due.
7. Time-based Consultancy Services
7.1 Where Services are charged on a time-and-materials basis, time is recorded and billed in 15-minute increments.
7.2 Billable professional time may include time reasonably spent on:
a. meetings and workshops;
b. telephone and video calls;
c. research and analysis;
d. planning and design;
e. development, configuration and integration;
f. testing and quality assurance;
g. investigation and troubleshooting;
h. documentation;
i. correspondence and communications;
j. preparation of recommendations or Deliverables;
k. project management and coordination;
l. training and knowledge transfer;
m. deployment and implementation; and
n. other work reasonably required to perform the Engagement.
7.3 Travel time required for an Engagement is billable at the applicable consultancy rate unless the Order states otherwise.
7.4 Reasonable travel, accommodation and other out-of-pocket expenses incurred specifically for an Engagement are payable by the Customer unless included in an agreed fixed fee.
7.5 Where reasonably practicable, we will obtain approval before incurring material third-party or travel expenses that were not contemplated by the Order.
8. Overdue accounts
8.1 If an undisputed amount remains overdue, we may, after giving reasonable notice:
a. suspend further Services;
b. defer further Deliverables;
c. suspend non-statutory support; and
d. decline to commence additional work until overdue amounts are paid.
8.2 We will not use suspension rights in a manner that would unlawfully interfere with a Customer's non-excludable rights under the ACL.
8.3 A suspension caused by overdue payment may affect agreed or estimated delivery dates.
8.4 You are responsible for reasonable external costs actually incurred by us in recovering a valid overdue debt, to the extent permitted by law.
9. Digital delivery of Software
9.1 Software is ordinarily delivered electronically by download, account access, repository access, deployment, electronic transmission or another digital method.
9.2 Delivery occurs when the Software is made available to you using the agreed delivery method.
9.3 You are responsible for retaining appropriate copies of Software supplied to you, subject to the Software Licence Terms.
9.4 The supply of Software is the grant of a licence to use the Software. It does not transfer ownership of our intellectual property unless an Order expressly states otherwise.
10. CXOdoo software licence model
10.1 Unless a Product Page, Order or Software Licence Terms expressly state otherwise, a CXOdoo software purchase grants a licence for:
a. one production Odoo database;
b. an unlimited number of users within that licensed production database;
c. an unlimited number of companies operating within that licensed production database; and
d. development, staging, testing and backup copies that are non-production copies associated with the licensed production database.
10.2 Each additional production database requires a separate licence unless we expressly agree otherwise.
10.3 The licence for the purchased Odoo major version is perpetual, subject to compliance with the applicable Software Licence Terms.
10.4 A perpetual licence does not mean that we are required to develop new features or maintain compatibility with future third-party technology indefinitely.
10.5 Maintenance updates that we release for the licensed Odoo major version are included without an additional licence fee.
10.6 A licence for one Odoo major version does not include a port, upgrade or new licence for a subsequent Odoo major version unless expressly stated otherwise. A subsequent major-version port ordinarily requires a separate purchase.
10.7 Development, staging, testing and backup environments permitted under clause 10.1 must not be used as additional production environments.
11. Software ownership and restrictions
11.1 We or our licensors retain all rights, title and interest in Software and associated intellectual property.
11.2 Except as expressly permitted by the applicable licence, you must not:
a. sell, resell, sublicence or distribute the Software;
b. publish or make the Software publicly available;
c. provide the Software to another person for use with an unlicensed production database;
d. remove copyright, ownership or licence notices;
e. circumvent licence management or technical protection mechanisms; or
f. represent that you own our Software or intellectual property.
11.3 Nothing in these Terms restricts an act that applicable law expressly permits and does not allow the parties to prohibit by contract.
11.4 Third-party and open-source components remain subject to their applicable third-party licences.
12. Software maintenance and support
12.1 Unless otherwise stated on the Product Page or in an Order, while the purchased Odoo major version remains the current supported Odoo major version, the purchase price for CXOdoo Software includes:
a. investigation and correction of reproducible defects in the supported purchased version; and
b. access to maintenance releases that we make available for that purchased Odoo major version.
12.2 Included Software support does not ordinarily include:
a. installation;
b. initial configuration;
c. implementation;
d. data migration;
e. training;
f. customisation;
g. bespoke feature development;
h. integration development;
i. remediation of third-party products or services;
j. diagnosis of unrelated infrastructure or hosting problems;
k. remediation of changes made to the Software by the Customer or a third party; or
l. work required because of an unsupported Odoo version or unsupported dependency.
12.3 Those services may be available as paid Consultancy Services.
12.4 To obtain defect support, you must provide sufficient information for us reasonably to investigate the issue, which may include:
a. the Software version;
b. Odoo version and edition;
c. relevant dependencies;
d. steps required to reproduce the issue;
e. relevant logs or error information; and
f. details of modifications or third-party modules reasonably relevant to the problem.
12.5 We may require you to install a current maintenance release for your licensed Odoo major version where reasonably necessary to investigate or resolve an issue.
13. Compatibility
13.1 Software compatibility is limited to the Odoo edition, Odoo major version, operating environment and dependencies stated on the applicable Product Page or Order.
13.2 Unless expressly agreed otherwise, we do not warrant compatibility with:
a. a later Odoo major version;
b. an unsupported Odoo edition;
c. third-party modules;
d. bespoke code;
e. modified versions of our Software;
f. unsupported browsers, operating systems or infrastructure; or
g. third-party services changed after the Software was supplied.
13.3 Odoo, operating systems, hosting providers, APIs, application marketplaces and other third parties may change their products or interfaces. Such changes may affect compatibility.
13.4 We remain responsible for our own obligations under these Terms and applicable law, but we are not responsible for an independent third party's act, omission, outage or product change merely because our Software interoperates with that third party.
14. Third-party marketplaces and app stores
14.1 Software may be made available through a third-party marketplace, including the Apple App Store or another software marketplace.
14.2 Where Software is acquired through a third-party marketplace:
a. the marketplace's mandatory transaction, billing and refund rules apply to the marketplace transaction;
b. the applicable marketplace end-user licence terms or our approved end-user licence terms may apply to use of the application;
c. our intellectual property, support and Services terms continue to apply to the extent they are applicable and not inconsistent with mandatory marketplace terms; and
d. requests that must be processed by the marketplace must be directed through the marketplace's applicable process.
14.3 Nothing in this clause limits rights that cannot be excluded under applicable consumer law.
15. Consultancy Engagements
15.1 Consultancy Services may be provided:
a. on a retained or fractional basis;
b. on a time-and-materials basis;
c. as a fixed-scope project;
d. under a Statement of Work;
e. through a prepaid block of professional time;
f. under an interim executive arrangement; or
g. through another arrangement specified in an Order.
15.2 The scope, Deliverables, assumptions, Fees and expected timeframes for an Engagement will ordinarily be described in an applicable Order.
15.3 Work outside the agreed scope may result in additional Fees.
15.4 If we identify that requested work is outside scope, we will, where reasonably practicable, advise you before performing material additional work.
15.5 You may approve changes to scope, priorities or work by an authorised representative through written communication, including email.
15.6 Changes to scope may affect Fees, dependencies, resources and delivery dates.
16. Estimates, dates and dependencies
16.1 Unless expressly identified as a fixed commitment, an estimate of time, effort, cost or completion date is an estimate based on the information and assumptions reasonably available when it is given.
16.2 Delivery dates may depend on:
a. timely Customer decisions;
b. access to systems and information;
c. cooperation of Customer personnel;
d. availability and conduct of third parties;
e. testing and approval;
f. changes in scope; and
g. technical or operational issues discovered during the Engagement.
16.3 We will use reasonable efforts to advise you where we become aware of a material change to an expected delivery date or estimate.
16.4 Nothing in this clause excludes any statutory requirement that Services be supplied within a reasonable time where that requirement applies.
17. Customer responsibilities
17.1 You must provide information, access and cooperation reasonably required to perform the Services.
17.2 This may include:
a. accurate and complete information;
b. appropriate access to personnel;
c. system access;
d. decisions and approvals;
e. testing and feedback;
f. licences and permissions for Customer systems;
g. suitable infrastructure; and
h. access to relevant third-party providers.
17.3 You are responsible for ensuring that instructions provided by your personnel are authorised.
17.4 You must not knowingly provide material that you do not have the right to use or provide to us.
17.5 You remain responsible for your organisation's ultimate business, operational, legal, financial and management decisions.
17.6 If you elect to proceed contrary to a material risk or recommendation that we have clearly identified, we are not responsible for loss to the extent that the loss is caused by that decision rather than by a breach of our obligations.
18. Production systems, backups and testing
18.1 Technology work can involve changes to live systems, configurations, data and integrations.
18.2 Unless backup management is expressly included in our scope, the Customer is responsible for maintaining appropriate current backups and recovery arrangements for its systems and data.
18.3 Before material production changes, the Customer should ensure that appropriate recovery arrangements are available and that relevant backups can reasonably be restored.
18.4 We may request that changes be tested in a development, staging or test environment before deployment to production.
18.5 Where the Customer instructs us to bypass recommended testing or recovery steps, we may require written confirmation of that instruction.
18.6 We will exercise the standard of care required by the applicable contract and law when performing work on Customer systems. This clause does not excuse us from responsibility for loss to the extent caused by our failure to exercise the required care and skill.
19. Intellectual property in Consultancy Engagements
19.1 Customer Materials
The Customer retains ownership of Customer Materials.
The Customer grants us a non-exclusive licence to use, reproduce, modify and process Customer Materials to the extent reasonably necessary to perform the Engagement.
19.2 Our Background IP
We retain ownership of all Background IP, including:
a. pre-existing intellectual property;
b. methodologies;
c. frameworks;
d. tools;
e. templates;
f. libraries;
g. generic code;
h. reusable software components;
i. processes;
j. know-how;
k. techniques;
l. models;
m. generic improvements; and
n. intellectual property capable of reasonable reuse across customers and engagements.
19.3 Bespoke Deliverables
Subject to full payment of all amounts due for the relevant Engagement, ownership of intellectual property in a Bespoke Deliverable created specifically and uniquely for the Customer transfers to the Customer, excluding Background IP and third-party intellectual property.
19.4 Embedded Background IP
Where our Background IP is incorporated into a Customer-owned Bespoke Deliverable, we grant the Customer a perpetual, worldwide, non-exclusive, royalty-free licence to use that Background IP as part of, and for the reasonable use, maintenance and modification of, the Bespoke Deliverable.
That licence does not permit the Customer to extract, commercialise, resell, sublicence or distribute our Background IP separately from the Bespoke Deliverable unless we agree otherwise.
19.5 Reuse
We may reuse general skills, ideas, experience, techniques, know-how, methods, generic improvements and non-customer-specific components developed or refined while providing Services, provided that we do not disclose the Customer's Confidential Information or Customer-owned Bespoke Deliverables.
19.6 Software products
Where a Deliverable incorporates a CXOdoo product or other separately licensed Software, that Software remains subject to its applicable Software Licence Terms and does not become Customer-owned merely because it is incorporated into a larger Deliverable.
19.7 Third-party intellectual property
Third-party and open-source material remains subject to the rights and restrictions imposed by its applicable licence.
20. Confidentiality
20.1 Each party must protect Confidential Information received from the other party and use it only for the purpose for which it was disclosed.
20.2 Confidential Information means non-public information that is confidential by nature or that a reasonable person would understand to be confidential in the circumstances.
20.3 Confidential Information does not include information that:
a. is or becomes public other than through a breach of confidence;
b. was already lawfully known to the recipient without a duty of confidence;
c. is independently developed without use of the other party's Confidential Information; or
d. is lawfully received from another person without a duty of confidence.
20.4 A party may disclose Confidential Information:
a. to its personnel, contractors and professional advisers who reasonably need it and are subject to appropriate confidentiality obligations; or
b. where disclosure is required by law, a court, regulator or lawful government authority.
20.5 Where legally permitted and reasonably practicable, a party required to disclose the other party's Confidential Information will give reasonable notice before disclosure.
20.6 These confidentiality obligations continue after an Engagement ends.
21. Customer data, privacy and security
21.1 As between the parties, the Customer retains ownership of its data.
21.2 We may access, store, use, transmit or otherwise process Customer data only to the extent reasonably necessary to:
a. provide the Software or Services;
b. provide support;
c. administer the Customer relationship;
d. comply with law; or
e. perform another activity authorised by the Customer.
21.3 Personal information is handled in accordance with our Privacy Policy and applicable privacy law.
21.4 The Customer is responsible for ensuring that it has the authority to provide personal information and Customer data to us for the purpose of the Engagement.
21.5 Unless specifically requested through an approved method, Customers should not send passwords, private keys, API secrets, authentication tokens or other highly sensitive credentials through ordinary support requests or unsecured email.
21.6 Where access credentials are required for an Engagement, the parties should use an appropriately secure method of exchange and should restrict access to what is reasonably necessary.
21.7 Each party must take reasonable steps appropriate to its role to protect Customer data and Confidential Information under its control.
21.8 Where an Engagement requires material processing of personal information on behalf of a Customer, the parties may agree to additional privacy, security or data-processing requirements.
22. Third-party products and services
22.1 An Engagement or Software product may depend on or interact with third-party products or services, including Odoo, Apple, Microsoft, hosting providers, cloud platforms, payment processors, APIs, software libraries, telecommunications providers and third-party modules.
22.2 We do not control those third parties and cannot guarantee their:
a. continued availability;
b. pricing;
c. functionality;
d. security;
e. service levels;
f. licensing terms;
g. product roadmap; or
h. continued compatibility.
22.3 We are not responsible for a third party's independent act, omission, outage, defect or change.
22.4 Clause 22.3 does not exclude responsibility for our own breach, negligence or failure to exercise required care and skill in selecting, recommending, configuring or implementing a third-party service where we have undertaken to perform that work.
22.5 Third-party fees are payable by the Customer unless the Order expressly states that they are included in our Fees.
23. Subcontractors and personnel
23.1 We may use employees, contractors, specialist consultants and subcontractors to perform parts of an Engagement.
23.2 We remain responsible for performance of our contractual obligations where work is performed on our behalf.
23.3 We may change personnel assigned to an Engagement where reasonably necessary, having regard to capability, availability and continuity.
24. Professional advice and outcomes
24.1 We will provide Consultancy Services with the degree of care and skill required by the applicable contract and law.
24.2 Recommendations and advice are based on:
a. the scope of the Engagement;
b. information reasonably available to us;
c. information supplied by the Customer and relevant third parties; and
d. circumstances reasonably known at the time.
24.3 Unless expressly agreed otherwise, we do not guarantee:
a. a particular commercial outcome;
b. increased profit or revenue;
c. cost savings;
d. regulatory approval;
e. investment or funding;
f. successful procurement or tender outcomes;
g. third-party decisions;
h. uninterrupted operation of third-party systems; or
i. that every business or technology risk can be eliminated.
24.4 Consultancy Services do not constitute legal, tax, accounting or regulated financial advice unless the applicable Order expressly states otherwise and the advice is provided by a person appropriately qualified and authorised to provide it.
24.5 Where specialist legal, tax, accounting, employment, engineering or other regulated advice is required, the Customer should obtain advice from an appropriately qualified professional.
25. Australian Consumer Law
25.1 Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the ACL that cannot lawfully be excluded, restricted or modified.
25.2 A business may itself be a Consumer under the ACL in certain circumstances.
25.3 Where the ACL applies, Software and Services may carry consumer guarantees including applicable guarantees concerning acceptable quality, correspondence with description, due care and skill, fitness for a disclosed purpose and supply within a reasonable time where no time is agreed.
25.4 Your remedies for a failure to comply with an applicable consumer guarantee are determined by the ACL.
25.5 Where section 64A of the ACL permits us to limit our liability for a failure to comply with a consumer guarantee, and it is fair and reasonable to do so, our liability is limited, at our option:
a. for goods, to replacing the goods, supplying equivalent goods, repairing the goods, paying the cost of replacement or equivalent goods, or paying the cost of repair; and
b. for services, to supplying the services again or paying the cost of having the services supplied again.
25.6 Clause 25.5 applies only to the extent permitted by law.
26. Refunds and change of mind
26.1 We are not required to provide a refund merely because a Customer:
a. changes their mind;
b. no longer requires the Software or Service;
c. purchases the wrong version despite the applicable version being clearly disclosed;
d. finds an alternative product or service; or
e. decides not to use a downloaded or supplied digital product.
26.2 In particular, we do not ordinarily provide change-of-mind refunds after Software or another digital product has been supplied, downloaded, activated or made accessible.
26.3 This policy operates in addition to, and does not replace or restrict, rights and remedies that a Customer may have under the ACL or other applicable law.
26.4 If Software or Services fail to meet an applicable consumer guarantee, we will provide the remedy required by law.
27. Limitation of liability
27.1 This clause applies only to the extent permitted by law and is subject to clause 25 and clause 29.
27.2 To the extent liability may lawfully be limited, our aggregate liability arising out of or in connection with a particular Order or Engagement is limited to:
a. for a Software Order, the Fees paid or payable for the affected Software; and
b. for Consultancy Services, the Fees paid or payable under the relevant Engagement during the 12 months immediately preceding the event giving rise to the claim, or, where the Engagement has existed for less than 12 months, the Fees paid or payable for that Engagement.
27.3 Clause 27.2 does not apply to:
a. fraud;
b. wilful misconduct;
c. death or personal injury to the extent caused by negligence and unable to be lawfully limited; or
d. any other liability that applicable law prohibits us from limiting in this manner.
27.4 To the extent permitted by law, neither party is liable to the other for indirect or consequential loss arising from an Order or Engagement.
27.5 To the extent permitted by law, neither party is liable for loss of anticipated profit, anticipated revenue, anticipated savings, opportunity or goodwill where that loss is indirect or consequential.
27.6 Clauses 27.4 and 27.5 do not exclude compensation or other remedies that a Consumer is legally entitled to recover under the ACL.
27.7 Liability will be reduced to the extent that the other party's act, omission, breach or failure to take reasonable steps contributed to the relevant loss.
27.8 Nothing in these Terms is intended to increase a limitation of liability that otherwise applies under Professional Standards Legislation.
28. Professional Standards Scheme
28.1 Certain professional technology services supplied in connection with an Engagement may be performed by personnel participating in the Australian Computer Society Professional Standards Scheme.
28.2 To the extent that an applicable Professional Standards Scheme and Professional Standards Legislation apply to a particular act, omission, person or liability, liability may be limited in accordance with that Scheme and legislation.
28.3 The application of a Professional Standards Scheme depends on the relevant professional services, participating person, applicable jurisdiction and satisfaction of the applicable Scheme requirements.
28.4 Nothing in these Terms represents that every Service supplied by CXO Advisory falls within a Professional Standards Scheme.
28.5 In particular, non-technology advisory work may fall outside the occupational scope of an applicable technology professional standards scheme.
Liability limited by a scheme approved under Professional Standards Legislation.
29. Suspension and termination
29.1 Ongoing Consultancy Engagements
Unless an Order provides otherwise, either party may terminate an ongoing Consultancy Engagement by giving at least 14 days' written notice.
29.2 Fixed-scope Engagements
A fixed-scope Engagement may contain specific termination provisions in its applicable Order.
If no specific termination provision applies, either party may terminate the Engagement on 14 days' written notice, subject to payment for:
a. Services properly performed up to termination;
b. work reasonably performed during the notice period;
c. approved expenses incurred; and
d. reasonable non-cancellable third-party commitments entered into for the Engagement.
29.3 Material breach
A party may terminate an Engagement for a material breach by the other party if:
a. written notice describing the breach is given; and
b. the breach is capable of remedy and is not remedied within 10 business days after the notice, or another reasonable period agreed by the parties.
29.4 Immediate suspension
We may suspend affected Software access, support or Services immediately where reasonably necessary to address:
a. unlawful use;
b. a material cybersecurity threat;
c. misuse of our intellectual property;
d. fraud;
e. a material threat to our systems or another customer; or
f. another urgent circumstance where continued access would create a material legal or security risk.
We will limit the suspension to what is reasonably necessary in the circumstances.
29.5 Insolvency
A party may terminate an Engagement where the other party becomes insolvent or enters external administration, to the extent permitted by applicable law.
29.6 Effect of termination
Termination does not affect rights or liabilities accrued before termination.
The Customer must pay valid amounts owing for Services already performed and expenses properly incurred.
Where prepaid amounts exceed amounts properly payable at termination, the balance will be dealt with in accordance with the applicable Order and law.
29.7 Software licences
Termination of a Consultancy Engagement does not by itself terminate a separately purchased perpetual Software licence.
A Software licence may be suspended or terminated for a material breach of the Software Licence Terms in accordance with those terms and applicable law.
30. Dispute resolution
30.1 A party that believes a dispute has arisen should give the other party reasonable details of the dispute.
30.2 Before commencing court proceedings, the parties must use reasonable endeavours to have appropriately authorised representatives discuss the dispute in good faith and attempt to resolve it.
30.3 If the dispute remains unresolved after 10 business days, either party may pursue its available legal remedies.
30.4 The parties may agree to mediation or another form of alternative dispute resolution.
30.5 Nothing in this clause prevents:
a. urgent interlocutory or injunctive relief;
b. recovery of an undisputed debt;
c. action necessary to preserve a limitation period; or
d. a Consumer exercising a statutory right or making a complaint to a regulator, tribunal or consumer protection body.
31. International customers
31.1 We may supply Software and Services to Customers outside Australia.
31.2 International Customers must comply with applicable laws governing their acquisition and use of the Software and Services.
31.3 Software must not be exported, supplied or used in contravention of applicable Australian sanctions, export controls or other mandatory trade restrictions.
31.4 You must not knowingly use our Software or Services for unlawful purposes.
31.5 Nothing in these Terms excludes mandatory consumer protections that apply to an international Customer and cannot lawfully be excluded by agreement.
32. Force majeure
32.1 Neither party is liable for a delay or failure to perform an obligation, other than an obligation to pay an amount already due, to the extent the delay or failure is caused by circumstances beyond that party's reasonable control.
32.2 The affected party must take reasonable steps to minimise the effect of the event and resume performance when reasonably practicable.
32.3 If a force majeure event materially prevents performance for an extended period, the parties will discuss in good faith whether the affected Engagement should be varied, suspended or terminated.
33. Changes to these Terms
33.1 We may update these Terms from time to time.
33.2 An updated version applies prospectively to Orders entered into after the effective date of the updated Terms.
33.3 Updating the Terms on our Website does not retrospectively alter an existing Order unless:
a. the parties expressly agree to the change; or
b. the change is required by law and applies to the existing arrangement.
33.4 The version applicable to an existing Order remains the version forming part of that Order, subject to any properly agreed variation.
34. Assignment
34.1 Neither party may assign an Engagement in a manner that materially prejudices the other party without the other party's consent, which must not be unreasonably withheld.
34.2 We may assign an Engagement as part of a genuine corporate restructure, merger or sale of the relevant business, provided the assignment does not materially reduce the Customer's contractual rights.
34.3 Software licence transfers remain subject to the applicable Software Licence Terms.
35. Relationship of the parties
35.1 Unless an Order expressly provides otherwise, we provide Services as an independent contractor.
35.2 Nothing in these Terms creates a partnership, joint venture, fiduciary relationship or employment relationship between the Customer and Bentendo Pty Ltd.
35.3 An interim or fractional executive Engagement does not of itself make us or our personnel an employee of the Customer.
35.4 The scope of authority of personnel performing an interim executive role will be determined by the applicable Order and any authority separately granted by the Customer.
36. Electronic communications and acceptance
36.1 The parties may communicate and form agreements electronically.
36.2 An electronic signature, online acceptance, email acceptance or other electronic indication of agreement may be relied upon to the extent permitted by law.
36.3 Instructions received from a person reasonably appearing to be an authorised representative of the Customer may be relied upon unless we have been informed that the person is not authorised.
37. Notices
37.1 A notice concerning an Engagement may be sent to the email address specified in the applicable Order or ordinarily used by the parties for that Engagement.
37.2 A notice is taken to be received when it enters the recipient's information system, subject to applicable law, except where the sender receives an automated notice that delivery failed.
37.3 Formal legal notices may be served using any other method permitted by law.
38. Entire agreement
38.1 The documents comprising an Order record the agreement between the parties concerning its subject matter.
38.2 This clause does not exclude liability for misleading or deceptive conduct, fraud or another liability that cannot lawfully be excluded.
39. Waiver
A failure or delay by a party to exercise a contractual right does not waive that right.
40. Severability and reading down
40.1 If a provision of these Terms is invalid or unenforceable, it is to be read down to the minimum extent necessary to make it valid and enforceable where possible.
40.2 If it cannot be read down, the affected provision is severed and the remainder of the Terms continues to operate.
41. Survival
Provisions concerning payment, intellectual property, confidentiality, privacy, liability, accrued rights, dispute resolution and any other provision intended by its nature to continue will survive expiry or termination.
42. Governing law and jurisdiction
42.1 These Terms and each Order are governed by the laws of Queensland, Australia.
42.2 Subject to any mandatory right to bring proceedings elsewhere, the parties submit to the jurisdiction of the courts and tribunals of Queensland and courts entitled to hear appeals from them.
42.3 Nothing in this clause prevents a Consumer from relying on a mandatory jurisdictional right available under applicable law.
43. Contact
Questions regarding an Order, Software licence, support request, invoice or these Terms should be directed to CXO Advisory or CXOdoo using the contact details published on the relevant Website or stated in the applicable Order.
Bentendo Pty Ltd
ACN 646 790 865
ABN 95 739 056 828
Trading as CXO Advisory
CXOdoo is a software and applications brand operated by Bentendo Pty Ltd
Liability limited by a scheme approved under Professional Standards Legislation.