BACKGROUND
The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
SERVICES PROVIDED
The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):
Provide Online Business Management services, specifically in Brand Strategy & Identity Design, Digital Marketing including Strategic Web Design & Social Media Marketing integration and implementing Systems and Processes, Streamlining and Automation.
2.The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client
The Services provided are results driven, in that the Contractor will work the necessary hours available to them to complete the tasks. Delivery of tasks will be estimated and agreed to with flexibility to extend if requested and agreed to by the Parties.
Any additional work will need to be agreed upon by the Parties and may include additional fees if the request/scope of work is outside of: a) The Contractor's reasonable working hoursb) The agreed proposal
TERM OF AGREEMENT & PERFORMANCE
The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.
In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide 30 days' written notice to the other Party.
5.The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Services will be provided between {{job.start | mediumDate}} to {{job.end | mediumDate}}. The Contractor agrees to complete all tasks outlined in the proposal provided, within the timeframes stipulated for each project .
CURRENCY
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in AUD (Australian Dollars).
PAYMENT & REFUNDS
The Contractor will charge the Client for the Services as follows (the "Payment"):
{{job.invoice | total}}
Invoices and arranged Payment Plans submitted by the Contractor to the Client are due upon receipt.
a. Payment Plans that extend over the Services stipulated timeframe are due upon receipt until total Invoice/Payment is complete unless there is an agreement between the Parties for a termination of the Agreement whereby Clause 10 will come into effect.
An initial deposit of 20% (or an amount otherwise agreed by the Contractor and Client) is required to secure the project booking. Branding Design, Web Design and Development projects require extensive resources, consumes time and can incur internal expenses. Therefore, once a payment or deposit is made, it is non-refundable
i) If the Client wishes to terminate the Agreement at any time
ii) If the Contractor wishes to terminate the Agreement at any time
In the event that this Agreement is terminated by the Client prior to completion of the Services but where any Services have been performed, the Contractor will be entitled to pro rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of the Contractor.
REIMBURSEMENT OF EXPENSES
The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services. The Contractor will only be reimbursed for expenses submitted according to the following guidelines:
Client will pay only for any work related costs specified in the proposal. Any other expenses is not required to be paid by client.
PENALTIES FOR LATE PAYMENT
Any late payments will trigger a fee of 15.00% per month on the amount still owing.
CONFIDENTIALITY
Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor 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 this Agreement.
All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this
Agreement or how it was provided to the Contractor.
OWNERSHIP OF INTELLECTUAL PROPERTY
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 this 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.
The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.
RETURN OF PROPERTY
Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
In the event that this Agreement is terminated by the Client prior to completion of the Services the Contractor will be entitled to recovery from the site or premises where the Services were carried out, of any materials or equipment which is the property of the Contractor or, where agreed between the Parties, to compensation in lieu of recovery.
CAPACITY/INDEPENDENT CONTRACTOR
In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
NOTICE
All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
A) {{client.name}}, {{client.company.name}} - {{client.address | address}}
B) Kim Planes, {{brand.name}} - PO Box W217 Fairfield West, NSW 2165
or to such other address as either Party may from time to time notify the other.
INDEMNIFICATION
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 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 affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
MODIFICATION OF AGREEMENT
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
TIME OF THE ESSENCE
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
ASSIGNMENT
The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
ENTIRE AGREEMENT
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
ENUREMENT
This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
TITLES/HEADINGS
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
GENDER
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
GOVERNING LAW
This Agreement will be governed by and construed in accordance with the laws of the State of New South Wales.
SEVERABILITY
In the event that any of the provisions of this 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 this Agreement.
WAIVER
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.