TERMS AND CONDITIONS
In this document “Agreement” means these terms and conditions and such other terms and conditions as may be agreed in writing by the Consultant and Customer and attached to this document; “Customer” means the company, person or entity named or described in the proposal or letter from the Consultant accompanying these terms and conditions; “Fees” means the fees set out in the proposal or letter from the Consultant accompanying these terms and conditions; “Services” means the consulting services described in the proposal or letter from the Consultant accompanying these terms and conditions and such other services (if any) that the Consultant agrees in writing to supply to the Customer; and “Consultant” means “Inspire, Innovate, Develop (IID) ABN 992 117 140 52”.
Brief by Customer
The Customer must give a brief to the Consultant setting out the Customer’s requirements and promptly give all directions, documents and information as may be requested by the Consultant from time to time; ensure that such directions, documents and information are accurate; and promptly inform the Consultant of any changes to such directions, documents or information or the scope of the Services. The Consultant may suspend work in respect of the Services if the Customer fails to provide a brief or any directions, documents or information in accordance with this Clause 2. The Consultant may vary the Fees if the Customer makes changes to the brief or scope of the Services.
Provision of Services
The Consultant will, when providing the Services, follow the lawful directions of the Customer relating to the Services; regularly consult with the Customer in respect of the Services; and keep information provided by the Customer confidential except where disclosure by the Consultant is necessary to provide the Services or is authorised by the Customer.
The Consultant may invoice the Customer for Fees before, during or after providing the Services. Where an invoice is rendered before or during the provision of the Services it shall be an interim invoice for the portion of the Services described in the invoice or where applicable an agreed progress payment. Each invoice must be paid in full within the period stated in the invoice. If an invoice is not paid in full within the period stated in the invoice the Consultant may charge interest on the outstanding balance at the rate of five percent (5%) per month and suspend further work in respect of the Services until the invoice and interest (if any) has been paid in full.
This Agreement may be terminated by the Consultant for a material breach or default by the Customer of any of the terms or conditions of this Agreement if such breach continues for more than 7 days or by the Customer for a material breach or default by the Consultant of any of the terms and conditions of this Agreement provided that the Customer has given the Consultant not less than 14 days prior written notice of such breach or default and the Consultant has failed to remedy such breach or default to the reasonable satisfaction of the Customer. The accrued rights and obligations of the Consultant and Customer and Clauses 1, 4, 6, 7, 8, 9 and 10 shall survive the termination of this Agreement.
The Customer warrants that documents and information given by the Customer to the Consultant do not breach the copyright or intellectual property rights of any person or entity. The Consultant retains all copyright and intellectual property rights in respect of all advertising, marketing material, plans, recommendations, reports, summaries and content (collectively the “works”) relating to the Services. Subject to the Customer complying with this Agreement and paying the Fees in full, the Consultant grants to the Customer a non-exclusive, royalty free and irrevocable licence to use the works. The Customer must not duplicate, distribute, transfer or sell the works without the prior written consent of the Consultant.
The Consultant may, with the approval of the Customer or where necessary to provide the Services, engage an expert to assist with the provision of the Services provided always that the fees and charges of the expert shall be the sole responsibility of the Customer and the expert has agreed to invoice the Customer direct for all such fees and charges.
Limitation of Liability
To the extent permitted by law the Consultant will not be liable to the Customer or any person dealing through or under the Customer for any act, omission or default by the Consultant and all such liability is hereby expressly excluded. Without limiting the generality of the foregoing the Consultant shall not be liable for:
(a) advice and opinions given by the Consultant to the Customer;
(b) changes or variations to the scope of the Services without the express written approval of the Consultant;
(c) inaccurate information provided by the Customer or any third party;
(d) business interruption or loss of earnings, profit or use or any other indirect or consequential loss or damage;
(e) loss or damage where such loss or damage was contributed to by the Customer;
(f) loss or damage caused by any event that could not reasonably be foreseen or prevented;
(g) the publication or use by the Customer of any advertising or marketing material; or
(h) loss or damage to any third party arising from or in connection with the Services and the Customer agrees indemnify the Consultant against all actions, claims, demands and legal proceedings and judgments for an in respect of such loss and damage.
If the Consultant is found to be liable to the Customer for the performance or non-performance of the Services then such liability shall be limited (to the extent permitted by law), and at the Consultant’s option, to the supply of the Services again or the payment of the cost of having the Services performed again or refunding the cost of the Services to the Customer.
(a) This Agreement may not be assigned by the Customer without the prior written consent of the Consultant.
(b) Fees are exclusive of GST unless otherwise expressly agreed. The Customer is liable to pay any GST levied in respect of the Services.
(c) Fees do not include disbursements or out of pocket expenses incurred by the Consultant on behalf of the Customer and all such disbursements and out of pocket expenses shall be reimbursed by the Customer to the Consultant.
(d) It is the responsibility of the Customer to obtain all necessary approvals and consents from any statutory body or governmental body.
(a) This Agreement constitutes the entire agreement between the Consultant and Customer.
(b) The singular includes the plural and vice versa.
(c) Where the Customer is comprised of more than one person or entity the liability of the Customer shall be joint and several.
(d) This agreement is governed by the laws applicable to the State of South Australia.
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