1.1 These Standard Terms and Conditions of Business (“Conditions”) are to be read in conjunction with and form an attachment to the proposal or agreement (“Proposal”) for provision of consulting services (“Services”). On acceptance of the Proposal, the Client (“Client”) becomes bound by the Conditions set out below with respect to the Proposal.
2. RESPONSIBILITIES AND OBLIGATIONS OF CHASE HUNT
CHASE HUNT shall:
2.1 use best efforts to complete the Services in accordance with the Proposal as far as it is in its control to do so;
2.2 exercise the degree of skill, care and diligence normally exercised by members of the relevant profession performing services of a similar nature and in accordance with the code of ethics of the institution body which governs the profession;
2.3 remain fully responsible for all Services provided irrespective of any review or acceptance of those Services by the Client;
2.4 produce any reports and/or recommendations pursuant to this Agreement for the sole use of the Client and undertake no duty to nor accept any responsibility to any third party who may rely upon such report or recommendation.
3. RESPONSIBILITIES AND OBLIGATIONS OF THE CLIENT
The Client shall:
3.1 give timely written directions, instructions, decisions and information sufficient to define the Services required, or any variation thereof, and facilitate the provision of the Services;
3.2 as soon as practicable or within time 2 business days, answer queries made relating to the Clients’ requirements in connection with the Proposal and provide all such information which is reasonably necessary to enable compliance with Proposal obligations;
3.3 not interfere with the performance of the Services;
3.4 as soon as practicable make arrangements to enable relevant access to documents, offices and people as necessary to enable the performance of all the Services;
3.5 if the Client becomes aware of any matter which may change the scope or program of the Services, promptly give written notice.
4. CHARGES AND PAYMENT
4.1 Work will be performed for the price in accordance with a Proposal. Additional or previously unspecified work will be added to the Client’s account at the rate of $80 per hour.
4.2 Expenses directly associated with the Services, including travel, meals and accommodation, materials and equipment costs and appropriate costs for the administrative assistance are payable by the Client. Should the need arise during the timeframe for ancillary services not specified in the Proposal, their provision shall be subject to agreement before expenditure is incurred.
4.3 All expenses shall be at cost unless otherwise agreed in the proposal.
4.4 All charges shall be exclusive of GST and other government taxes and levies, which are properly due whether they are imposed or brought into effect before or after the Client has accepted the Proposal.
4.5 Unless an alternative payment schedule is set out in the Proposal or is otherwise agreed, the Client shall be invoiced on a monthly basis with those invoices being payable within 14 days of the date of invoice.
4.6 If payment is not made by the due date, without reason, (without prejudice to any other right or remedy available to it) services may be ceased immediately. Services may continue by agreement or upon payment of the outstanding invoice. If no agreement is reached regarding the payment of an invoice, the proposal will be terminated and all outstanding invoices will become immediately due.
4.7 In the event that any part of any invoice is disputed, the amount not under question shall be paid promptly in accordance with the appropriate payment terms and notification of the grounds for dispute provided in writing within seven days.
4.8 CHASE HUNT reserves the right to adjust the hourly charge rates from 1 July each year, after providing written notice to the Client of the adjusted rates. Any decision not to apply such rate adjustments is at CHASE HUNT’s sole discretion, unless otherwise noted in the Proposal.
4.9 All best endeavours will be made to meet agreed deadlines however these are not guaranteed. No penalties or reduction in payment will be applicable unless specifically agreed in writing.
5. ASSIGNMENT AND ENGAGEMENT OF SUBCONTRACTORS
5.1 Neither the Client nor CHASE HUNT may assign its interest in this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld.
6. OWNERSHIP OF INTELLECTUAL PROPERTY
6.1 Any copyright or other intellectual property rights, software, products or goods or devices developed or any documentation prepared for the Client by CHASE HUNT in the course of performing the Assignment shall become the absolute property of the Client when full payment for services has been received unless otherwise stated in the Proposal or agreed in writing.
6.2 Where CHASE HUNT uses its own intellectual property to complete the Proposal, this background intellectual property remains the property of CHASE HUNT, and a non-exclusive licence is provided to the Client for the purpose of this Proposal.
6.3 With respect to intellectual property retained by CHASE HUNT, subject to payment in full of all sums owing the Client is granted an irrevocable non-exclusive licence to use the intellectual property developed as a result of the Assignment without further fee or royalty, unless otherwise stated in the Proposal.
7. EXCLUSION OF LIABILITY
7.1 CHASE HUNT shall not be liable to the Client (whether in contract, tort or otherwise) for any loss (including but not limited to loss of profits and consequential loss) of any kind whatsoever arising out of the supply of or failure to supply services as set out in the Proposal.
7.2 If, notwithstanding 7.1, CHASE HUNT is found to be liable to the Client in any circumstances then the maximum combined amount such person shall be liable for to the Client under any contract or contracts is an amount equal to the lesser of:
7.2.1 Contract price of the consultancy service provided pursuant to the Proposal; or
7.2.2 The actual loss or damage suffered.
8. ALTERATIONS TO SCOPE & SERVICES
8.1 If the Client wishes to alter the scope or services developed and agreed pursuant to the Proposal, the Client shall make a written request for such alteration or amendment to be made and the alteration and amendment shall not form part of the Proposal until agreed to in writing by both parties.
8.2 The Client shall be responsible for all extra charges and time incurred as a result of the change to the scope or services.
8.2.1 If CHASE HUNT becomes aware of circumstances which differ from those disclosed by the Client prior to acceptance of the proposal or those set out in the Proposal (“unforeseen circumstances”), CHASE HUNT must promptly notify the Client and cease performance of the Proposal.
8.2.2 If the effect of the unforeseen circumstances is to increase the cost of performance of the Proposal, then CHASE HUNT is to ask for a variation to the Proposal.
8.2.3 If the Client does not agree to the variation within seven days, CHASE HUNT may either suspend the performance of the Proposal or terminate the Proposal.
9. SITE ACCESS AND SERVICES
9.1 The Client must ensure that facilities, services and accessories are provided as required to comply with obligations under the Proposal and these Conditions.
9.2 The Client shall be responsible to ensure that all applicable health and safety regulations are observed and other appropriate steps taken in relation to the health and safety of CHASE HUNT when working at or visiting the Client’s premises.
10.1 The Client shall keep CHASE HUNT indemnified against all costs, claims, demands, expenses and liabilities of any nature whatsoever, including without limiting the generality of the foregoing, claims for death, personal injury, damage to property and the consequence of loss, (including loss of profits) which may be made against CHASE HUNT or which CHASE HUNT may sustain, pay or incur as a result of or in connection with the assignment unless such cost, claim, demand, expense or liability, shall be directly and solely attributed to the negligence of CHASE HUNT.
11. SUSPENSION AND TERMINATION OF THE AGREEMENT
11.1 Suspension and Recommencement
11.1.1 Either party may, at any time by written notice to the other party, suspend the provision of all or any part of the Services, if the other party is in breach of this Agreement or due to conditions beyond their control. This includes but is not limited to failure to make payments, provide timely information, and failure to provide reports.
11.1.2 CHASE HUNT shall be paid all reasonable fees, extra costs and expenses, due to any suspension or recommencement.
11.2.1 This Agreement may be terminated at any time by either party if the other party is in breach of the Agreement and if the other party fails to rectify the breach within seven days of receipt of notice in writing from the first party.
11.2.2 Where the financial position of either party materially changes or where either party undergoes a change in its structure which, in the reasonable opinion of the other party, limits the capacity of the first party to perform or precludes the first party from meeting its obligations under the Agreement, the other party may terminate the Agreement.
11.2.3 CHASE HUNT has the right to terminate this Agreement if it is advised in writing to provide Services that, in its opinion, are unlawful, unethical or will produce a result that is unsafe, not functional or less than the standards normally accepted in business consulting. Termination under the above circumstances will not constitute breach or default and the Client accepts it has no claim against CHASE HUNT for any consequential costs or damages arising from such termination of this Agreement.
11.2.4 Termination shall be without prejudice to any claim either party may have against the other party arising from any breach of the Agreement or any act, default or omission (including negligence) prior to the date of termination.
11.2.5 Upon termination, and fee payment pursuant to this Clause, CHASE HUNT shall deliver to the Client a copy of all documents produced up to the date of termination regardless of their stage of completion without any liability in respect of any incomplete documents.
11.2.6 If this Agreement is terminated for any reason the Client shall pay to CHASE HUNT a fair and reasonable fee for the Services provided in accordance with the Agreement up to and including the date of termination together with reimbursement for any costs and expenses reasonably incurred in contemplation of its providing the Services.
12. DISPUTE RESOLUTION
12.1 If the parties fail to resolve a dispute within seven days of written notice from one of the parties detailing the dispute, each party shall, within a further seven days, nominate a senior representative to meet at a mutually convenient location.
12.2 If the dispute is not resolved, either party may refer the matter to the appropriate jurisdiction for mediation or arbitration.
13.1 These Conditions in conjunction with the Proposal represent the entire agreement between the parties and all other representations, warranties, or promises whether verbal or written are hereby expressly excluded.
13.2 These Conditions shall apply to the Proposal and shall prevail over any conflicting conditions presented by the Client, unless expressly acknowledged in writing.
13.3 Unless otherwise stated in the Proposal, as a specific change to these conditions, in the event of conflict between these Conditions and the Proposal then these Conditions shall prevail.
13.4 The contents of the Proposal, these Conditions and any information exchanged between the parties as a result of the Proposal and these conditions, shall remain confidential between the parties, but the duty of confidence shall not extend to disclosure of the placement of the contract itself and its nature, or to any information already known to the recipient prior to disclosure, or lawfully received by the recipient from a third party, nor to information published at the date of such disclosure or subsequently through no fault of the recipient.
13.5 Neither party shall be in breach of these conditions if its breach is caused by an act of God, fire, act of government or state, war, civil commotion, insurrection, embargo, energy or supplies and any other reason beyond the control of either party. If either party is unable to perform its duties and obligations under the proposal and these conditions as a direct result of any such reasons that party must give immediate written notice to the other of such inability stating the reasons.
13.6 The Conditions and Proposal shall be governed by the Law of New South Wales and the parties agree to submit to the jurisdiction of the New South Wales Courts.
13.7 If any condition or part of any condition is held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible and the remaining provision of these terms and conditions and any related agreement will remain in full force and effect.