Terms & Conditions

Contract Agreement Terms and Conditions

1. Background
a) The Client is of the opinion that the Consultant has the necessary qualifications, experience and abilities to provide consulting services to the Client.

b The Consultant is agreeable to providing such consulting services to the Client on the terms and conditions set out in the Business Proposal.
 
2. Services provided
a) The Client agrees to engage the Consultant to provide the Client with the services as outlined in the Business Proposal.

b) The Services will also include any other consulting tasks which the Parties may agree on. The Consultant hereby agrees to provide such Services to the Client.

3. Term of Agreement
a) The term of the Agreement (the "Term") will begin on the date/month agreed to in the Business Proposal and will remain in full force for the term specified. The Term may be extended with the written consent of the Parties.

4. Performance
a) The Parties agree to do everything necessary to ensure that the terms set out in the Business Proposal take effect.

5. Payment
a) The Consultant will charge the Client either a project fee or monthly retainer including GST as set out in the Business Proposal for the agreed term.

b) Invoices submitted by the Consultant to the Client are due within 14 days of receipt.

6. Reimbursement of expenses
a) The Consultant will be reimbursed for reasonable and necessary expenses incurred by the   Consultant in connection with providing the Services.

b) All expenses must be pre-approved by the Client.

7. Confidentiality
a) Confidential information refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

b) The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of the Contract Agreement.

c) All written and oral information and material disclosed or provided by the Client to the Consultant under the Agreement is Confidential Information regardless of whether it was provided before or after the date of the Agreement or how it was provided to the Consultant.

8. Ownership of intellectual property
a) All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under the Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

b) The Consultant may not use the Intellectual Property for any purpose other than that contracted for in the Agreement except with the written consent of the Client. The Consultant will be responsible for any and all damages resulting from the unauthorised use of the Intellectual property.

9. Return of property
a) Upon the expiry or termination of the Agreement, the Consultant will return to the Client any      property, documentation, records, or Confidential Information which is the property of the Client.

10. Capacity/independent contractor
a) In providing the Services as set out in the Business Proposal it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Client acknowledge that the Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

11. Right of substitution
a) Except as otherwise provided in the Agreement, the Consultant may, at the Consultant's    absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Consultant under the Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

b) In the event that the Consultant hires a sub-contractor:
    • the Consultant will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Consultant.
    • for the purposes of the indemnification clause of the Agreement, the sub-contractor is an agent of the Consultant.

12. Autonomy
a) Except as otherwise provided in the Agreement, the Consultant will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Consultant will work autonomously and not at the direction of the Client. However, the Consultant will be responsive to the reasonable needs and concerns of the Client.

13. Equipment
a) Except as otherwise provided in the Agreement, the Consultant will provide at the Consultant’s own expense, any and all equipment, software, materials and any other supplies necessary to deliver the Services in accordance with the Agreement.

14. Exclusivity
a) The Parties acknowledge that the Agreement is exclusive and that the Client will be restrained, during the Term, to engage or contract with third parties for the provision of services similar to the Services.

15. Notice
a) All notices, requests, demands or other communications required or permitted by the terms of the Agreement will be given in writing and delivered to the Parties at the agreed addresses or to such other address as either Party may from time to time notify the other.

16. Indemnification
a) Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with the Agreement. This indemnification will survive the termination of the Agreement.

17. Modification of Agreement
a) Any amendment or modification of the Agreement or additional obligation assumed by either Party in connection with the Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

18. Time of the Essence
a) Time is of the essence in the Agreement. No extension or variation of the Agreement will operate as a waiver of this provision.

19. Assignment
a)  The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under the Agreement without the prior written consent of the Client.

20. Entire Agreement
a) It is agreed that there is no representation, warranty, collateral agreement or condition affecting the Agreement except as expressly provided in the Agreement.

21. Inurement
a) The Agreement will inure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

22. Titles/Headings
a) Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting the Agreement.

23. Gender
a) Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

24. Governing law
a) The Agreement will be governed by and construed in accordance with the laws of the State of Victoria.

25. Severability
a) In the event that any of the provisions of the Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of the Agreement.

26. Waiver
a) The waiver by either Party of a breach, default, delay or omission of any of the provisions of the Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.