Terms of Use
These Terms of Use govern your access to and use of the Ensemble Solutions website, software products and services. By accessing or using any Ensemble Solutions service, you agree to be bound by these terms.
1. Acceptance of Terms
By accessing our website, using our software products, engaging our consulting services or entering into an offshore resource arrangement with Ensemble Solutions Pty Ltd (ABN 41 650 430 765) (“Ensemble Solutions”, “we”, “us” or “our”), you (“Client”, “you” or “your”) acknowledge that you have read, understood and agree to be bound by these Terms of Use.
If you are entering into these terms on behalf of an organisation, you represent that you have authority to bind that organisation to these terms. If you do not agree to these terms, you must not use our services.
2. Description of Services
Ensemble Solutions provides the following categories of services:
2.1 Software Products (SaaS)
Cloud-hosted and on-premise supply chain software including Meson WMS (warehouse management), Maestro Prime AI (AI supply chain interface), Maestro Middleware (integration platform), WAM (workforce automation and management) and iVerifai (invoice verification). Access to these products is subject to a current SaaS licence or annual support program as detailed in your agreement.
2.2 Consulting & Implementation Services
Supply chain consulting, system implementation, process optimisation, AI strategy and custom software development services. These are provided under a Statement of Work (SOW) agreed between the parties before commencement of work.
2.3 Offshore Resource Services
Staff augmentation services providing Philippines-based employees who work exclusively for your organisation under Ensemble Solutions’ employment and management framework. These are governed by the Offshore Resources Policy and your SOW.
2.4 Customer Support
Technical support services under Gold, Platinum or Standard (WAM) support plans as detailed in the Customer Support Policy. Support is available only to clients current on a SaaS or annual support program.
3. Accounts & Access
Access to Ensemble Solutions software products and the Service Desk Portal is restricted to authorised users designated by your organisation. You are responsible for:
- Maintaining the confidentiality of all login credentials and access tokens
- Ensuring that only designated Super Users raise Service Desk tickets, as outlined in the Service Desk Portal procedure
- Promptly notifying us of any unauthorised access or security breach at security@ensemblesolutions.com.au
- All activities conducted under your account credentials
You must not share credentials with unauthorised individuals, attempt to circumvent access controls, or use our systems for any purpose other than your legitimate business operations.
4. SaaS Product Terms
4.1 Licence Grant
Subject to payment of applicable fees and compliance with these terms, Ensemble Solutions grants you a non-exclusive, non-transferable licence to access and use the specified software product(s) for your internal business operations during the licence term.
4.2 Licence Restrictions
You must not: sublicence, resell or redistribute our software; reverse engineer, decompile or attempt to extract source code; use the software to develop a competing product; or allow access to individuals outside your authorised user base.
4.3 Licence Continuity
Access to SaaS products is contingent on maintaining a current licence. Products will be suspended if SaaS fees are not paid within agreed terms. Where an account remains suspended for 6 months or more, licences may need to be repurchased at Ensemble Solutions’ discretion. Penalty payments apply to reactivate a suspended account.
4.4 Software Updates
Clients on current SaaS or annual support programs receive software updates at no additional licence fee. Associated implementation or development work remains chargeable. Defect resolution is only available for supported product versions and not versions deemed End of Life.
4.5 Customer Responsibilities
You are responsible for: maintaining current third-party software licences required to operate our products; providing accurate data for any uploads; designating trained Super Users to manage support interactions; and maintaining adequate infrastructure as specified in your agreement.
5. Consulting Service Terms
5.1 Statement of Work
All consulting, implementation, training and custom development work is performed under a formal Statement of Work (SOW) agreed and signed by both parties before commencement. The SOW defines scope, deliverables, timelines, fees and any specific terms applicable to that engagement.
5.2 Change Management
Any changes to agreed scope must be documented in a written change request and approved by both parties before work commences. Ensemble Solutions reserves the right to adjust timelines and fees in response to approved scope changes.
5.3 Client Obligations
To enable effective delivery of consulting services, you agree to: provide timely access to relevant personnel, systems and data; assign a suitably qualified project manager or sponsor; make decisions and provide approvals in a timely manner; and ensure that information provided to Ensemble Solutions is accurate and complete.
5.4 Deliverables & Acceptance
Deliverables will be deemed accepted unless you provide written notice of non-conformance within the acceptance period specified in the SOW. Minor deficiencies that do not materially affect the use of a deliverable will not prevent acceptance.
6. Offshore Resource Terms
6.1 Employment Structure
Offshore resources provided by Ensemble Solutions are employed by Ensemble Solutions (or its Philippines-based partners) as their legal employer. While they work exclusively for your organisation, all employment obligations including payroll, leave, government benefits and compliance with Philippine Labor Law remain with Ensemble Solutions.
6.2 Client Obligations
As the client directing the work of offshore resources, you agree to: provide clear instructions, adequate training and access to systems; communicate regularly and provide timely feedback; treat offshore employees with dignity and respect; comply with Ensemble Solutions’ Equal Opportunity Employment policy; and not engage in conduct that constitutes harassment or discrimination.
6.3 Intellectual Property
New IP created or developed solely or jointly by offshore resources during the engagement is the property of and owned by the client company, in accordance with the employment agreements in place.
6.4 Confidentiality
All offshore resources sign non-disclosure agreements (NDAs) and non-compete clauses as part of their employment agreement. You acknowledge that offshore resources may have access to confidential client information and you agree to implement appropriate data security measures on your systems.
6.5 Performance Management
Day-to-day management of tasks and workload is the client’s responsibility. Ensemble Solutions provides ongoing HR support, Performance Development Assessments (PDAs) and disciplinary management in accordance with Philippine Labor Law. You agree to participate in PDA processes and to communicate performance concerns to Ensemble Solutions promptly.
7. Intellectual Property
7.1 Ensemble Solutions IP
All intellectual property in our software products, platforms, methodologies, documentation and pre-existing materials (“Ensemble Solutions IP”) remains the exclusive property of Ensemble Solutions. No licence is granted except as expressly stated in these terms or your service agreement.
7.2 Client IP
You retain ownership of all data, content and materials you provide to us. You grant us a limited licence to use such materials solely to the extent necessary to deliver the agreed services.
7.3 Custom Development
Unless otherwise agreed in writing in an SOW, intellectual property in custom software, configurations or deliverables developed specifically for you using your requirements and data will be owned by you upon full payment. Generic enhancements to our core platform remain the property of Ensemble Solutions.
7.4 Feedback
If you provide feedback, suggestions or ideas regarding our products or services, you grant us a royalty-free, perpetual licence to use such feedback without restriction or compensation.
8. Confidentiality
Both parties agree to keep confidential all non-public information disclosed in connection with the services (“Confidential Information”). Confidential Information includes, without limitation: business strategies, client data, system configurations, pricing, source code, personnel details and any information marked as confidential.
Confidentiality obligations do not apply to information that: is or becomes publicly known through no breach of this agreement; was already known to the receiving party prior to disclosure; is independently developed without use of Confidential Information; or is required to be disclosed by law or court order.
Both parties agree to: use Confidential Information only for the purposes of the engagement; restrict disclosure to employees and contractors who need to know; and maintain appropriate security measures to protect Confidential Information. These obligations survive termination of the agreement for a period of 3 years.
9. Data & Privacy
Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms of Use by reference. By using our services, you acknowledge and agree to the practices described in our Privacy Policy.
As a client, you are responsible for ensuring that any personal information you provide to us or that is processed through our systems has been collected lawfully and that you have authority to share it with us. You agree to maintain your own privacy policy where required by law.
Where we process personal data on your behalf in the provision of our services, we act as a data processor and you act as the data controller. We will process such data only in accordance with your lawful instructions and our Data Processing Agreement where applicable.
10. Payment Terms
10.1 Invoicing
For ongoing services, invoices are issued on the 15th of each month covering the full calendar month. For consulting and project work, payment terms are specified in the relevant SOW.
10.2 Payment Terms
Payment is due within 7 days of invoice date unless otherwise agreed in your service agreement. All prices are exclusive of GST unless stated otherwise.
10.3 Late Payment
Ensemble Solutions reserves the right to suspend services where invoices remain unpaid beyond agreed terms. Reinstatement of suspended accounts may attract penalty payments. We reserve the right to charge interest on overdue amounts at a rate consistent with applicable Australian law.
10.4 Adjustments
Adjustments for overtime, leave, bonuses, premium pay or approved expenses are reflected in the following month’s invoice. All such adjustments are itemised and provided with supporting details.
11. Liability & Warranties
11.1 Warranties
Ensemble Solutions warrants that our services will be performed with reasonable care and skill by suitably qualified personnel, and that our software products will perform materially in accordance with their documentation under normal use.
11.2 Exclusions
To the maximum extent permitted by Australian Consumer Law, we exclude all implied warranties. We do not warrant that our services or software will be uninterrupted, error-free or meet all of your specific requirements. We are not responsible for issues arising from: third-party systems or integrations; configuration changes made by the client; use of unsupported software versions; or failure to maintain current licences.
11.3 Limitation of Liability
To the maximum extent permitted by law, Ensemble Solutions’ total aggregate liability to you for any claims arising under or in connection with these terms or any service agreement shall not exceed the total fees paid by you in the 12 months preceding the claim. We are not liable for indirect, consequential, special or punitive damages including loss of profit, loss of data or business interruption.
11.4 Australian Consumer Law
Nothing in these terms excludes, restricts or modifies any right or remedy you may have under the Competition and Consumer Act 2010 (Cth) or any other applicable consumer protection legislation that cannot be excluded by agreement.
12. Termination
12.1 Termination for Convenience
Either party may terminate an ongoing service agreement by providing the notice period specified in the relevant SOW or service agreement. For offshore resource arrangements, termination provisions are governed by Philippine Labor Law and specified in the Offshore Resources Policy.
12.2 Termination for Cause
Either party may terminate immediately by written notice if the other party: commits a material breach that is not remedied within 14 days of written notice; becomes insolvent or enters administration; or engages in fraudulent or unlawful conduct in connection with the agreement.
12.3 Effect of Termination
Upon termination: all licences granted cease immediately; you must cease using our software and return or destroy any Ensemble Solutions Confidential Information; outstanding invoices become immediately payable; and provisions that by their nature survive termination (including confidentiality, IP ownership, data retention and liability clauses) remain in force.
13. General Provisions
13.1 Governing Law
These terms are governed by the laws of Victoria, Australia. Both parties submit to the non-exclusive jurisdiction of the courts of Victoria.
13.2 Dispute Resolution
The parties agree to attempt to resolve any dispute through good-faith negotiation before resorting to formal legal proceedings. If disputes cannot be resolved through negotiation, either party may refer the matter to mediation before a mutually agreed mediator.
13.3 Entire Agreement
These Terms of Use, together with any SOW, service agreement and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior discussions, representations and agreements relating to the subject matter.
13.4 Amendments
We may update these Terms of Use from time to time. Material changes will be notified by updating the effective date and, where appropriate, by direct communication. Continued use of our services after changes constitutes acceptance of the updated terms.
13.5 Severability
If any provision of these terms is found to be unenforceable, the remaining provisions continue in full force and effect.
13.6 Waiver
Failure by either party to enforce any provision of these terms does not constitute a waiver of that party’s right to enforce it in the future.
13.7 Force Majeure
Neither party is liable for delays or failures caused by circumstances beyond their reasonable control, including natural disasters, government actions, pandemics, or infrastructure outages, provided the affected party gives prompt notice and takes reasonable steps to mitigate the impact.
14. Contact Us
If you have questions about these Terms of Use or any of our legal documents, please contact us:
- Email: info@ensemblesolutions.com.au
- Legal & compliance: compliance@ensemblesolutions.com.au
- Phone: +61 419 367 653
- Address: Melbourne, Victoria, Australia
- ABN: 41 650 430 765