Unless otherwise stipulated, information provided to the Client relating to the operation of business, use of technology or any other content or advice relating directly or indirectly to the Client is general in nature and may not take into account the individual circumstances of the Client. The Consultant, does not warrant the accuracy or completeness of any general information or advice made available to the Client and such information and/or advice should not be relied upon without further consultation with the Consultant.
Hardware and Software Support
As part of the service the Consultant will offer advice on hardware and software to assist the Client in meeting their objectives. Within the scope of this agreement the Consultant may provide support to the Client relating to the sourcing, setup and use of the hardware and software but is not responsible for warranties and support relating to third party products.
The Client acknowledges and agrees that any advice offered by the Consultant involves a certain degree of risk, both financial and otherwise, and the Client agrees to either act or not act upon the advice of the Consultant and does so at their own risk.
In exceptional circumstances, such as illness or unavailability due to bereavement or other commitments, inappropriate behaviour by the Client, actual or potential conflict of interest, or other reasons, the Consultant can terminate the service to the Client early or refuse to provide further services to the Client. In such a circumstance the Client will be given reasonable notice of termination by the Consultant where practicable and will be refunded any advance payments made for Consulting services not yet provided. Termination will not reduce any outstanding liabilities between the parties.
The Client is entitled to terminate the service early at any time by giving written notice by email or letter. Such notice will take effect as soon as it is received by the Consultant. In such a circumstance the Client will be entitled to a full refund for any services already paid for but not yet provided to the Client and will not be required to make any payment for services not yet provided to the Client.
The Consultant may employ subcontractors or external suppliers for the provision of some ancillary services associated with this agreement. These subcontractors and external suppliers will be bound to the same terms and conditions as outlined in this proposal.
Unless otherwise agreed in writing the Consultant does not provide credit terms and payment in full is required before work will commence. In circumstances where credit terms are offered and payment is not made within the agreed terms the Consultant may charge a late fee of 5% per month (or part thereof) on the outstanding amount.
The Client hereby indemnifies the Consultant from any and all liabilities, claims, actions, suits, proceedings, demands, losses, damages, costs, fees and expenses whatever incurred arising out of or in connection with, or as a consequence of, the service provided by the Consultant.
Confidential information means any and all information, regardless of whether kept in a document, in an electronic storage medium, or in the Recipients memory, and includes but is not limited to all data, compilations, programs, devices, strategies, concepts, ideas, and methods.
The Consultant shall not disclose (otherwise than to persons authorised by the Client or as required by law) any information of a confidential nature gained by the Consultant in the performance of their service.
The Client agrees that it has no right to the intellectual property used by the Consultant during the delivery of the service and will not disclose tools, templates or other intellectual property to third parties without the expressed written consent of the Consultant.
Subject to the aforementioned paragraph, all contract intellectual property vests in and is the property of the Client from the time of its creation and the Consultant irrevocably and unconditionally assigns to the Client, free of additional charge, all of the right, title and interest in the intellectual property created under this Agreement.
The Recipient undertakes to maintain effective security measures to protect the Confidential Information from unauthorised access, use or disclosure. On the request of the Disclosing Party the Recipient undertakes to deliver up all the Confidential Information provided by the Disclosing Party with 14 days (fourteen days).
This clause comes into effect immediately on the signing of the Agreement by both parties and endures for a period of five years from the last date of signing.
The Consultant acknowledges that it will be bound by the Information Privacy Principles with respect to any act done in connection with the provision of the services in this Agreement in the same way as the Client would have been bound had the relevant act been done by the Client. This provision will survive the termination or expiration of this Agreement.
These Terms and Conditions are governed by the laws of Victoria.