Terms of agreement to perform services
The parties agree the Consultant will provide to the Client the services described in item 8 (“Services”) of the Contract details laid out in Appendix A on the terms set out in the Agreement.
2. Standard of services
The Consultant undertakes to perform the Services with reasonable care, in a competent manner and in accordance with the practices and methods generally recognised and adopted by reputable and competent organisations providing consulting services similar to the Services.
In performing the Services, the Consultant will comply with all reasonable directions of the Client.
4. Consultancy fee
In consideration for the Services, the Client will pay the Consultant a Consultancy Fee as specified in item 9 (“Agreed fee for services”) of the Contract details.
If the Client requires the Consultant to incur any out of pocket expenses such as air travel and accommodation, the Consultant will be reimbursed for such unusual and reasonable expenses. The Consultant will produce all relevant receipts, vouchers, dockets or other appropriate evidence of the expense. All other costs and expenses associated with the performance of the Services will be paid by the Consultant.
The Consultant will issue invoices according to the schedule herein. The Client shall pay the amount due to the Consultant within 14 days after the receipt of the invoice unless the Client reasonably disputes that the work or part of the Services invoiced has not been performed in accordance with the Agreement and, within 14 days of receipt of the invoice, serves a Notice on the Consultant detailing the nature of the dispute in relation to the invoice. In the event of a dispute over fees or invoicing, the parties agree to use reasonable endeavours to settle the dispute by negotiation.
7. Term of services
The Services will commence on the date specified in item 6 (“Commencement date”) of the Contract details. Subject to any earlier termination provided for under this Agreement, the Agreement will continue until the date specified in item 7 (“Period for provision of services”) of the Contract details or as agreed in writing between the parties. Either party may at any time terminate the Agreement by giving not less than 30 days written notice to the other party.
8. Termination for default
If a party (“defaulting party”) defaults in a material respect in the performance of its obligations under this Agreement, and fails to remedy the default within 14 days after notice from the other party (“non-defaulting party”) requiring the default to be rectified, then the non-defaulting party may terminate the Services by notice to the defaulting party. Termination of the Services will be without prejudice to any rights and remedies resulting from such termination.
9. Nature of relationship
The Consultant is an independent contractor. The Consultant does not have authority to bind or to incur any obligation on behalf of the Client, by contract or otherwise, except with the express written instruction of the Client. The Consultant is not an agent, partner or employee of the Client.
The Consultant may engage sub-contractors or sub-consultants to assist in the provision of the Services.
In this clause:
- “GST” has the meaning given to that term in the GST Law.
- “GST Law” has the meaning give to that term in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
- “taxable supply” has the same meaning as in the GST Law.
a If there is a taxable supply under or in connection with this Agreement, then the party making the taxable supply (“supplier”) will be entitled to charge the other party (“recipient”) for any GST payable by the supplier in respect of the taxable supply.
b The supplier with provide a tax invoice (or an adjustment note) to the recipient in respect of the taxable supply. The recipient will pay to the supplier the amount of the GST within 14 days thereafter.
12. Intellectual property
In this Agreement, Intellectual Property Rights means all intellectual property rights including all current and future registered and unregistered rights in respect of copyright, designs, trademarks, know-how, confidential information, patents, inventions and discoveries both in Australia and throughout the world.
12.2 Contractor intellectual property
Any Intellectual Property Rights held by Contractor prior to entry into this Agreement or developed independently of this Agreement and all Intellectual Property rights created as a result of the Services (Contractor’s IP) remain the property of the Contractor. However, Contractor grants the Client a non-exclusive, perpetual, irrevocable, and royalty free licence to use the Contractor’s IP as required to utilise any report, product, information or other deliverable created for the Client through provision of the Services.
- At all times during provision of the Services, the Consultant will have
- A public liability with a limit of indemnity of $20,000,000;
a. Workers’ compensation insurance as required by law and
b. In respect of any professional services undertaken as part of the Services, a professional indemnity policy with a limit of indemnity of $5,000,000.
14.1 To the extent allowable by law, the liability of the Consultant to the Client for or in respect of any loss, damage, claim, expense, liability, cost or proceedings, including or in respect of or arising out of personal injury and death and/or loss of or damage to property, whether in contract or tort or whether for negligence or otherwise, excluding gross negligence or criminal conduct, is limited to the cost of resupply of the Services or to the resupply of the Services by the Consultant.
14.2 Notwithstanding sub-clause 14.1 and to the extent permitted by law, the consultant in no event will be liable to the Client:
a. For economic or consequential loss (including, but not limited to, loss of actual or anticipated profits or revenues, loss by reason of shutdown or non operation, increased costs of borrowing, capital or financing or loss of use or productivity) howsoever caused:
b. For any matters relating to loss, damage, claim, expense, liability, cost or proceedings of any description notified to the consultant after 12 months from completion of the Services.
15.1 Method of Giving Notices
A notice, consent approval or other communication (each a Notice) under this Agreement must be in writing signed by or on behalf of the person giving it, addressed to the person to whom it is to be given.
15.2 Time of Receipt
A Notice may be given by personal delivery, pre-paid mail or facsimile and is treated as having been given and received:
a. If delivery to a person’s address, on the day of delivery if a business day, otherwise on the next business day;
b. If sent by pre-paid mail, on the third business day after posting; or
c. If transmitted by facsimile to a person’s address and a correct and complete transmission report is received, on the day of transmission if a business day, otherwise on the next business day.
15.3 Addresses for Notices
For the purpose of this Agreement, the addresses of the parties, for service of Notices or documents are set out in item 14 (“Avisure notice details”) and item 15 (“Client notice details”) of the Contract details.
16. Governing Law
16.1 Governing Law
This agreement is governed by the law in force in Queensland.
16.2 Submission to Jurisdiction
The parties submit to the non-exclusive jurisdiction of the courts of Queensland and any courts which may hear appeals from those courts in respect of any proceedings in connection with this Agreement.
17. Changes to the Agreement
Modifications and amendments to this Agreement must be in writing signed by each of the parties.