Standard Terms of Engagement
- Appointment and Term. The Client appoints ETEC as consultant to provide the Services during the Term. The Client acknowledges the term is an estimate only and the Term may vary depending on the requirements of the Project.
- Services. In consideration of the payment of the Fees ETEC will provide the Services. ETEC will abide by any reasonable directions given by the Client with respect to the manner of delivery of the Services.
- Fees. ETEC will provide a tax invoice to the Client for the Fees plus GST ("Fees") according to the Payments set out in the Schedule. The Client shall pay the Fees within 14 days of invoice. ETEC shall be entitled to charge interest at the rate of 12% p.a. calculated daily on any overdue Fees. The Fees may be reviewed by ETEC if the scope of the project changes and the Client will be given notice of any increase in the Fees.
- Expenses. In addition to the Fees the Client will reimburse ETEC the actual costs of disbursements reasonably incurred by ETEC in carrying out the Services. Expenses are subject to prior approval by the Client.
- Intellectual Property. Intellectual Property contributed by Client will remain owned by Client. Upon completion of the Services and final payment of all Fees ETEC agrees to provide a royalty free perpetual license to the Client of all intellectual property rights created by ETEC in connection with the provision of the Services for use by the Client for the purposes of the Project. ETEC shall retain all originals, although client may request duplicates to be provided at additional fees. Third party intellectual property will remain owned by such third parties, and Client appoints ETEC as agent to procure any use of third party intellectual property in relation to the Project.
- Assistance. The Client will give ETEC, its employees and contractors all assistance reasonably requested by ETEC to enable ETEC to carry out the Services.
- Employees. The Client will not, from the date of this Agreement to twelve months after completion of the provision of services by ETEC, solicit, employ or contract any employee or contractor of ETEC. The Client agrees that if it employs or engages any person directly, contrary to this clause it shall be liable to pay to ETEC liquidated damages in a once off amount equal to 30% of such personís annual salary or annualised contracted amount (if a contractor) at the time of departing ETEC even if they have been employed or contracted by another organisation after departing ETEC and prior to being engaged or employed by the Client.
- Confidentiality. Each party shall treat as confidential all information which comes into its possession, pursuant to or as a result of or in the performance of this Agreement, whether such information relates to the business, sales, marketing or technical operations of the other Party or the clientele of the other Party or otherwise. Neither Party shall, without the written permission of the other, disclose such confidential information to a third party.
- 3rd Party Providers. ETEC uses 3rd party providers from time to time (including, but not limited to, hosting services and graphic designers). ETEC takes no responsibility for any services supplied by 3rd party provider and does not warrant that the services will be error free, on time, free of any other disruption, inaccessibility and / or inoperability.
- Warranties. Except as set out herein all implied conditions, warranties and rights are excluded from this Agreement. Where the Trade Practices Act 1974 or other laws imply conditions or warranties or give other rights in respect of this Agreement, ETEC's liability for any breach of such a condition, warranty or right will (but only to the extent permitted by law) be limited:
(a) in the case of goods supplied, to the replacement or repair of the goods or the supply of equivalent goods, the payment of the cost of repairing or replacing the goods or of acquiring equivalent goods;
(b) in the case of services supplied, to the supplying of the services again or the payment of the reasonable cost of having the services supplied again.
- Liability. ETEC will not be liable to the Client or any persons claiming under it in contract, tort or otherwise for or in respect of any direct, indirect, or consequential loss, damage, expense or injury suffered by the Client or any other person arising out of or relating to this Agreement or any delay, non performance or error in information supplied to the Client by ETEC in connection with this Agreement or any services provided (including, but not limited to, 3rd party malicious attacks). Without limiting the foregoing, ETEC shall have no liability for circumstances beyond its control, including without limitation fire, theft, strike, lockout, force majeure, act of god, or act of terror.
- Termination. Either Party may terminate this agreement by giving the other Party thirty (30) days written notice, or the parties may mutually agree in writing to a shorter notice period. This agreement will automatically terminate if: the Client enters into an arrangement or composition with creditors; an application is made for the appointment of a liquidator, controller, administrator, official manager, receiver and manager or similar officer or any of them is appointed; an event happens which would allow a court to wind the Client up; the Client ceases to carry on business or is unable to pay its debts; or the Client materially breaches this agreement and does not remedy the breach with fourteen (14) days of receiving notice from ETEC to rectify the breach or the breach is incapable of being remedied.
- If this agreement is terminated for any reason the Client shall immediately pay to ETEC any part of the Fees which has accrued prior to the termination but has not been paid, including works performed but not yet invoiced. Upon payment ETEC shall deliver to the Client all books, records, plans, papers, models and information of any kind relating to the Services which are the property of the Client.
- The proper law of this agreement is the law of NSW. The parties submit to the jurisdiction of courts in NSW.
- Definitions. In this agreement, capitalised words shall have the meanings ascribed to them in the Schedule unless the context otherwise requires. Headings and bold print have been included for ease of reference. This agreement shall not be construed or interpreted by reference to such headings, sub-headings, bold print or capitals.
- The Client does not need to sign the terms to accept them, and instructing ETEC to continue work will be deemed acceptance of these terms.
- This agreement contains the entire agreement between the parties and supersedes all previous correspondence and negotiations concerning the Services. This agreement is the primary agreement between the parties in relation to the Services and will be paramount to any terms attached to any purchase order, service request or other engagement terms provided to ETEC whether before or after the execution of this agreement by either party. This agreement may only be varied by ETEC executing a document explicitly using the words "This agreement varies ETECís Standard Terms".