Terms of Service

FEES FOR SERVICES. 

Hourly Rate:  In consideration of the provision of the Services, the Client will pay to the Contractor a fee for the Services based on the quote provided to the client. The Contractor will issue a tax invoice and time sheet to the Client on a monthly basis, or as otherwise agreed in writing.  The Client will pay the tax invoice within seven (7) days from the date of tax invoice.  The Contractor shall be entitled to withhold any further work undertaken on behalf of the Client until outstanding tax invoices are paid.

TERM/TERMINATION.  This agreement may be terminated by either party at any time by giving to the other not less than fourteen (14) days' written notice.  In the case of termination, the Client will pay the Contractor for all services accrued up to and including the date of termination immediately upon receipt of a Tax Invoice.

RELATIONSHIP OF PARTIES. The parties mutually declare that the Contractor is, and shall remain, an independent Contractor with respect to the Client and not an employee of the Client.  No work undertaken on behalf of the Client shall bind the Client to any employer employee relationship.

The Client is not liable to the Contractor under any award or Enterprise Bargaining Agreement applicable within the State of Queensland or under Federal Law and the Contractor is not entitled to any accrued personal leave, holiday pay, superannuation guarantee or any such benefit in addition to the fee charged to the Client pursuant to clause 2 above.

The Contractor and the Client agree to the following rights consistent with an independent contractor status:

1. The Contractor has the right to perform services for others during the term of this Agreement.

2. The Contractor has the sole right to control and direct the means, manner and method by which the services required by this Agreement will be performed.

3. The Contractor has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement.

4. The Contractor or the Contractor’s employees or subcontractors shall perform the services required by this Agreement; the Client shall not hire, supervise or pay any assistants to help the Contractor.

5. Neither the Contractor nor the Contractor’s employees or subcontractors shall receive any training from the Client in the skills necessary to perform the services required by this Agreement.

6. The Client shall not require the Contractor or the Contractor’s employees or subcontractors to devote full time to performing the services required by this Agreement.

SERVICE WAIVER.  The Contractor hereby acknowledges and the Client declares, that all materials and intellectual property provided to the Contractor are the property of the Client, or that the Client has permission from the legal owner of such property to use same in the manner the Client directs.  The Client will indemnify the Contractor for any claim or suit which may arise from the use of any third-party materials or any other claim by a third party with respect to use of the materials howsoever arising.

WORK PRODUCT OWNERSHIP. The Contractor assigns to the Client all existing and future intellectual property rights in all inventions, models, designs, drawings, plans, reports, proposals and other materials (collectively the “Work Product”) created or generated in whole or in part by the Contractor in connection with the performance of the Contractor’s obligations under this Agreement (whether alone or with the Client, its other employees or contractors) for use by the Client.   Upon request, the Contractor shall sign all documents necessary to confirm or perfect the exclusive ownership of the Client to the Work Product.

 CONFIDENTIALITY. The Contractor will not at any time disclose to any third party any information that is identified as confidential by the Client. The Contractor will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement.

ENTIRE AGREEMENT.

This Agreement contains the entire agreement of the parties, and supersedes any and all previous representations, warranties, undertakings, and agreements.

ASSIGNMENT.

Either the Contractor or the Client may assign its rights and may delegate its duties under this Agreement.

NO PARTNERSHIP.

This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts on the other's behalf.

SEVERABILITY.

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.

NOTICES.

Any notice may be given by delivering it to the other party at the above address, or by email, or otherwise allowed by law.

DELIVERY. 

The parties may agree on a timetable for delivery of the Services, which also forms part of this Agreement.  Delivery preferences consist of:  email, electronic document storage programs (Dropbox, Google Drive), pick up/drop off, standard mail, Express Post delivery, courier services.  There will be no charge for electronic or email delivery.  The Client is responsible for any Australia Post charges, including Express Post delivery, Air Mail, and courier charges. 

RESPONSIBILITY.  The Contractor strives to provide error-free work.  Typographical errors or mistakes which are clearly the fault of the Contractor will be corrected at no charge. Client revisions will be charged at the rate set out in clause 2 above.  Final proofreading is the responsibility of the Client.  The Contractor is not responsible for any loss due to clerical errors on our part missed by the Client.

CHOICE OF LAW.  The applicable law to the Agreement and to disputes arising out of the subject matter of this Agreement is the law of the Queensland, Australia.

1. PAYMENT GUARANTEE.  The Client guarantees to the Contractor the due and punctual payment of any sum payable by the Client, all moneys due to the Contractor.  Payment may be made by direct deposit to the Contractor’s bank account as outlined on Contractor’s invoices.