Services Terms & Conditions
CONSULTING SERVICES AGREEMENT: CLIENT TERMS
By engaging us, you, the Client, agree to the following Client Terms (the ‘Terms’):
‘Consultant’ means the person or entity engaged and agreeing to perform the Services for the Client and deliver the Project.
‘Fee’ means the price for the Services or Project agreed upon, including the Hourly Rate.
‘Hourly Rate’ means the Hourly Rate set out in the Proposal.
‘Project’ means the work or deliverable described in the Proposal, including Project Commencement Date and Project Completion Date.
‘Proposal’ means the documentation setting out the key details of the Project and the Services to be delivered.
‘Services’ means the consulting services, advice, or other related activities described in the Proposal, as well as any other services that may be agreed upon in writing from time to time.
- DELIVERY OF SERVICES AND PROJECTS
1.1. The Consultant agrees to start providing the Services and to commence the Project on the Project Commencement Date and to deliver the Project by the Project Completion Date.
1.2. In the event of any delay in delivery, the Consultant will notify the Client to discuss and agree on an alternate date. The Client acknowledges that any late provision of materials, information, or responses that the Consultant may have requested or require may result in a delay to the delivery of the Project. The Client acknowledges that the Consultant is not responsible for any such delay.
1.3. The Services will include the first version of the Project and 1 reasonable revision or as otherwise agreed. A ‘reasonable revision’ means non-material, minor changes only. Any structural, substantial changes, or new material not included in the original Proposal will be charged at the Consultant’s hourly rate at the time of the request.
1.4. Requested revisions must be returned to the Consultant within 1 week of submission of the first version of the Project or as otherwise agreed. Any late delivery of revisions by the Client to the Consultant may result in a delay to the finalization of the Project as the Consultant may have blocked their time out for other work and clients.
1.5. The Consultant will complete and deliver the Project with the final revisions within 1 week of receiving revision requests or as otherwise agreed.
1.6. The Client is responsible for written approval required for the completion of the Project within the agreed timeframe. Payment of the invoice rendered by the Consultant or any acceptance or use of the Project also constitutes formal approval of the Project.
1.7. Upon delivery of the Project to the Client, and formal approval of the Project by the Client, the Consultant is released from any further obligations in relation to the Project. Unless otherwise agreed in writing, the Consultant is not responsible for any ongoing maintenance, troubleshooting, or updates of the Project.
- CONTRACTORS AND THIRD PARTIES
2.1. The Consultant agrees that they will be the sole author of the Project or will use their own professional and qualified employees or contractors. The Consultant shall be solely responsible for any employees or contractors they use to assist with the Project and will vet all final versions prior to presentation to the Client.
2.2. The Client acknowledges and agrees that the Consultant may engage contractors, consultants, or other third parties (‘Contractors’) to perform some or all of the Services on the Consultant’s behalf.
2.3. The Consultant will ensure that any Contractors that the Consultant may engage from time to time will have the relevant qualifications or experience and will comply with the Consultant’s obligations under these Terms, including those obligations in relation to confidentiality.
2.4. The Consultant may use third-party services, tools, or technologies to complete the Project. In such cases, the Client is responsible for any additional costs and subscriptions over and above the agreed Fees.
2.5. Upon completion of the Project and payment of all Fees by the Client, the Consultant will transfer to the Client all rights to the Project which the Consultant holds or controls, including administration passwords, license details, and software keys.
2.6. The Client acknowledges that any deliverable provided by the Consultant in connection with the Project may require additional work at a later date for various reasons. The Client acknowledges this is not the responsibility of the Consultant, and further costs will be incurred if the Client requests any assistance with any additional work. Any additional work will be at the Consultant’s Hourly Rate.
- FEES & CANCELLATION
3.1. The Client agrees to pay the fees as outlined in the Proposal and to settle all invoices by the due date specified on the invoice. Any late, overdue, or unpaid amounts will incur penalty interest at the interest rate stated in the invoice or at an annual rate of 10% pro rata, whichever is applicable.
3.2. Unless otherwise stated in writing, fees specified in the Proposal are exclusive of goods and services tax (‘GST’). If GST applies, it will be payable by the Client in addition to the fees.
3.3. Any additional work beyond the scope defined in the Proposal, as requested by the Client, will be charged at the hourly rate.
3.4. In the event of termination of services or a project before completion, for reasons permitted by these terms, the Client shall be liable for fees for services or the project provided up to that point, calculated on a pro-rata basis.
- OWNERSHIP OF PROJECTS AND INTELLECTUAL PROPERTY (‘IP’)
4.1. Upon full payment of invoices and subject to any third-party terms, ownership and intellectual property rights in the content of the project and services will be assigned to and vested in the Client. Any outstanding work, projects, and services remain the property of the Consultant until full payment is received.
4.2. Any modification to this IP and ownership clause must be agreed upon in writing by both parties before any payment is made.
4.3. The Consultant has the right and permission to use the Client’s name and logo for their own business promotional and advertising purposes unless the Client notifies the Consultant in writing of their refusal, upon which the Consultant will remove any references to the Client.
- IMAGES, GRAPHICS, AND LOGOS (‘IMAGES’)
5.1. The Client is responsible for providing any images required for the project unless otherwise agreed. The Client ensures that all provided imagery is correctly licensed or owned for the intended use.
5.2. The Client warrants that all materials and content provided are either owned by or licensed to the Client for the intended use.
5.3. If the Client is unable to prove a valid license, the liability of any infringement will fall on the Client. The Client agrees to indemnify the Consultant for any third-party claims related to such infringements.
5.4. If the Client requests the Consultant to provide images, additional fees for licensing or use may be incurred and invoiced.
6.1. ‘Confidential Information’ refers to all information of a confidential nature concerning the Client and its products disclosed to the Consultant. It includes any written or oral information not already in the public domain.
6.2. Materials and work provided to the Consultant will be treated as confidential and not disclosed to any third party without express written permission of the Client. The Consultant will use Confidential Information solely for the provision of services.
6.3. Despite the above, the Consultant may disclose Confidential Information to the extent required by law or a regulatory authority.
6.4. All information concerning fees, payment arrangements, terms, and any other information disclosed by both parties during and after the term of this arrangement shall be treated as Confidential Information by both parties.
- CONSULTANT WARRANTIES AND CLIENT ACKNOWLEDGEMENTS
The Consultant warrants:
7.1. Services will comply with general law and industry standards.
7.2. Work performed will be done to a high standard in accordance with best practices.
7.3. Project material and design provided will be original and not infringe the intellectual property of any third party.
7.4. The scope of services will be limited to the description provided in the Proposal and these Terms.
The Client acknowledges:
7.5. They will provide all relevant information required for the Consultant to carry out services in a timely manner.
7.6. They will supply the outline for the work and services, including any research material required by the Consultant.
7.7. Involvement of third-party resources will be subject to agreed terms and conditions.
7.8. All work is completed based on and in accordance with the Client’s instructions.
7.9. The Consultant is not responsible for the use of the project or services after they are provided and approved.
- ERRORS AND OMISSIONS
8.1. While the Consultant makes efforts to ensure accuracy, there is no guarantee that every project is free from errors or missing content. The onus is on the Client to ensure all requested content is included before final approval.
8.2. The Consultant is not responsible for errors resulting from materials, content, or information provided by the Client.
9.1. The Client acknowledges that events may occur which delay or suspend service performance for reasons beyond the Consultant’s control. The Consultant will not be responsible for delays caused by factors outside their control.
9.2. The Consultant is not liable for any force majeure event that may delay, suspend, or make service delivery commercially impracticable, inadvisable, or impossible. This includes events beyond reasonable control, such as acts of God, flooding, war, strikes, or government orders.
9.3. If the Client causes delays, additional costs may be incurred, e.g., for booked resources.
9.4. Additional costs may arise from Client-specific requirements causing delays in service commencement or completion.
- CANCELLATION AND DISPUTES
10.1. The Client can cancel the services at any time with written notice. Once the Client approves the project, all monies are non-refundable, except as provided under applicable laws. Cancellation results in forfeiture of any deposit or immediate payment of the full project amount if no deposit was paid.
10.2. If the Client fails to pay invoices or fulfill obligations, the Consultant may refuse to continue services and terminate the arrangement immediately without notice. The Consultant may also pursue proceedings to collect outstanding debts.
10.3. Disputes will be resolved by an independent professional arbitrator/dispute resolution specialist. Each party will bear their own costs.
10.4The Client may cancel the subscription at any time with written notice to the Consultant. In the event of cancellation, the Client shall be responsible for any outstanding fees for services already rendered up to the date of cancellation. The Consultant will not be liable for any losses, damages, or expenses incurred by the Client due to the cancellation of the services.
- LIMITATION OF LIABILITY AND INDEMNITY
11.1. Statutory rights under applicable laws are not excluded.
11.2. The Client indemnifies the Consultant against claims, demands, regulatory proceedings, or causes of action and associated expenses arising from written or published material, or from any act done on the Client’s instructions.
11.3. The Client indemnifies the Consultant for any direct or indirect claims, including third-party claims, related to materials or use of the project.
11.4. The Client indemnifies the Consultant against any loss resulting from a breach of these terms by the Client.
12.1. The relationship is that of principal and independent contractor. The Consultant is not a partner, agent, employee, or joint venture partner of the Client.
- GOVERNING LAW
13.1. This agreement is governed by the laws of the State of [Jurisdiction] in Australia. Both parties submit to the exclusive jurisdiction of the courts in this state for resolving any disputes.
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