Once both Parties have signed this Service Agreement, it will remain in place until such time as the work has been completed in accordance with the Agreement or it is terminated by either the Client or the Business in writing.
The Client may terminate this Agreement at any time and for any reason. Notification of the termination is to be done initially by a conversation either over the phone or in person. This is to enable a transparent dialogue, allowing the Business to understand the Client’s reasons and receive well thought through constructive feedback as to practical ways the service provided did not meet the standards outlined in this Agreement as well as tangible ideas for how each incident could have been managed differently to achieve a more agreeable outcome. Once this conversation has taken place, written confirmation of the termination is to be provided via email or hardcopy.
The Business may terminate this Agreement at any time. In addition, if the Client becomes bankrupt, suffers any form of insolvency, is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directions of the Business or members of its team, is guilty of serious misconduct, or materially breaches provisions in this Agreement, the Business at any time may terminate this Agreement immediately by giving written notice to the Client.
Upon termination of this Agreement by either the Client or the Business, an invoice will be sent via email to the Client for all components of the agreed work completed or in progress at the time that have not been billed in previous invoices.. Any outstanding amount included in such an invoice is to be paid within 30 days of the date of issue. Failure to do so will be considered a breach of contract, meaning legal action may be appropriate.
In the event of termination of this Agreement, all completed work to that date that has been paid for will be made available to the Client. However, any work that is not yet completed in part or in full to that date, or any completed work that has not been paid for to that date will remain the sole property of the Business.
Limitation on Liability:
The Client agrees that to the fullest extent permitted by law, the Business (its agents, employees, sub-contractors or consultants) shall not be liable to the Client for any special, indirect or consequential damages whatsoever, including but not limited to, loss of profits or revenue, loss of clients, or loss or reputation.
The liability of the Business under this Service Agreement is limited to an amount equal to the total fees actually paid to the Business for the provision of the services.
It is the sole responsibility of the Client for maintaining appropriate and sufficient insurance for professional indemnity, loss or damage as a result of the services provided by the Business, loss or damage as a result of providing the Business with inaccurate or incomplete information, or for any adverse outcomes for the Client or the Business directly resulting from these or any other reasons.
Accuracy of Information:
The Client agrees that the accuracy of information supplied to the Business is the sole responsibility of the Client, and that the Business is not responsible and shall not be held liable for the results of services performed on the basis of intentionally or unintentionally inaccurate, incomplete or untruthful information furnished by The Client.
Intellectual Property (IP):
The Client warrants that it owns (or has an appropriate licence of) the IP rights in any material it supplies to the Business (“Client Background IP”). The Client grants the Business a non-exclusive, non-transferable, royalty free licence to use copy and edit the Client Background IP for the purpose of providing the services.
The Client acknowledges that the Business owns the IP rights in any material which is pre-existing at the date of this Service Agreement or developed independently by the Business during the course of the Service Agreement (“Business Background IP”).
To the extent that any Business Background IP is incorporated in the new material generated as a result of this Service Agreement (“New IP”), the Business grants the Client a non-exclusive, non-transferable, royalty free licence to use the Business Background IP but only to the minimum extent necessary to use the New IP.
The Parties agree that the Business will own the IP rights in the New IP. The Business grants a non-exclusive, non-transferable, royalty free licence to use, copy and edit the New IP.
“Confidential Information” means information about either party which a reasonable person would consider confidential, including but not limited to the names and details of staff members, clients, suppliers, price lists and fee arrangements, current projects or work in progress, income sources, trade secrets and business methodologies (except where such information is publicly available other than by a breach of this Agreement).
The Parties must keep confidential and not disclose the Confidential Information of the other party to any other person except:
A. Where required by law;
B. With the other party’s consent; or
C. To its staff, consultants, agents and subcontractors as required to perform the services provided those people are also bound to keep the information confidential on the same terms as this clause.
Dispute Resolution and Mediation:
If a dispute arises out of, or in relation to, this Agreement the Parties agree to endeavour to settle the dispute by mediation administered by the Australian Commercial Disputes Centre (ACDC) and in the event that the mediation is unsuccessful to submit the dispute to expert determination.
The mediation shall be conducted in accordance with the ADC (Australian Dispute Centre) Guidelines for Commercial Mediation which are operating at the time the dispute is referred to the ADC. The Guidelines set out the procedures to be adopted, the process of selection of the mediator and the costs involved. The terms of the Guidelines are hereby deemed incorporated into this Agreement.
In the event that the dispute has not settled within twenty-eight (28) days after appointment of the mediator, or such other period as agreed to in writing between the Parties, the dispute shall be submitted to expert determination in Brisbane administered by the ADC and conducted in accordance with the ADC Rules for Expert Determination, which are operating at the time the dispute is referred to ADC. The Rules set out the procedures to be adopted, the process of selection of the expert and the costs involved. The terms of the Rules are hereby deemed incorporated into this agreement.
The expert shall not be the same person as the mediator.
This clause shall survive termination of this agreement.
A. This Agreement will be governed by the laws of Queensland and the Parties hereby submit to the exclusive jurisdiction of the Courts of that state.
B. This document constitutes the entire agreement between the Parties and it supersedes all previous representations, warranties or agreements between the Parties concerning its subject matter.
C. If any part of this agreement is found to be void or invalid, that part of the agreement will be severed, and it will not affect the validity of the rest of the agreement which will continue in full force and effect.
A party includes its employees, agents, subcontractors, volunteer, and this agreement will bind each party’s successors and assignees.
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