Terms & Conditions

1. Definitions 1.1. In this agreement: BAS Services means ‘BAS Service’ as that term is defined in the Tax Agent Services Act 2009. Business day means any day of the week, Monday to Friday, excluding public holidays. Business Hours means ordinary business hours in the State of Queensland or such other State as the Consultant shall be located, from time to time. Client means the person or company requiring the Consultant to provide the Services, and includes any representatives of the Client such as agents, employees and related bodies corporate. Commencement Date means the date as outlined in Schedule 2. Consultancy Agreement means the Engagement Letter, this document, Schedule 1 and Schedule 2 to the Engagement Letter. Contractual Payments means the negotiated and agreed contracted payments payable to the Consultant and as set out in Schedule 2 and clause 5 of this document. Confidential Information means all information which is confidential to the Client, including trade secrets, information concerning the market within which the Client operates, technical information concerning the Client’s products or the materials used by the Client in its business, information about the Client’s financial performance, customer lists and customer information, information concerning the Client’s markets, business projections, business plans and business forecasts concerning the Client’s performance or likely future activity, and employees or consultants of the Client, and any other information which is confidential to the business affairs of the Client or its suppliers and clients, including all client and supplier records and information (whether produced by the Consultant or not), and which is not in the public domain and includes all Confidential Information of the Client’s Related Bodies Corporate. Consultant means RMF Enterprises Pty Ltd ATF the RMF Enterprises Trust & Mac Lean and Company Pty Ltd ATF The Fiona Mac Lean Family Trust, together with the any representatives of the Consultant such as agents, employees and related bodies corporate. CPI means the consumer price index (all groups) for Brisbane. Period of Appointment means the period from the Commencement Date to the earlier of the date of termination of the Consultancy Agreement or the date 12 months from the Commencement Date unless the Period of Appointment is of an evergreen nature i.e. if there is no end date stipulated in Schedule 2. Platform means the hub3c cloud based private platform. Platform Provider means the owner and / or operator of the Platform, Advisor Hub Pty Ltd A.C.N. 154 132 555. Platform Subscription means a subscription with the Platform Provider for the use of the Platform that is a least the minimum (single user) subscription level available. Platform Terms means the terms and conditions of the Platform Provider for the use of the Platform, from time to time. Related Body Corporate has the meaning given to it in the Corporations Act 2001. Services means the Services listed in Schedule 1 and may include Software As A Service products. Termination Date means a future date determined in accordance with clause 12 of this Consultancy Agreement. 1.2. In this Consultancy Agreement, unless the contrary intention appears: a) terms defined in the A New Tax System (Goods and Services Tax) Act 1999 and the Competition and Consumer Act 2010 have the same meaning; b) the singular includes the plural and vice versa; c) a reference to a clause or schedule is a reference to a clause or schedule to this Consultancy Agreement and a reference to this Consultancy Agreement includes any schedules; d) a reference to a document or agreement, including this Consultancy Agreement, includes a reference to that document or agreement as novated, altered or replaced from time to time; e) a reference to $ is a reference to Australian currency; and f) a reference to writing includes typewriting, printing, photocopying and any other method of representing words, figures or symbols in a permanent visible form. 1.3. Headings are for ease of reference only and do not affect interpretation. 2. Third Party Applications 2.1. In relation to services for Finance and Administration Systems (including software), we provide advice, installation, training and support on a range of software including software as a service (SAAS). We are an independent provider separate from the makers of the software and SAAS providers and as such we provide no assurances in relation to the software products or their performance. 3. Obligations of the Parties Our (Consultant’s) Obligations: 3.1. The Consultant must provide the Client with the Services as described in clause 4 and listed in Schedule 1. 3.1. The Services are to be provided from the Consultant’s own residence or place of work, or such other place as is appropriate from time to time and are to be provided within Business Hours on the Business Days, as well as such other hours outside of Business hours that may be necessary to perform the Services from time to time. 3.2. The Consultant has a registered Australian Business Number (ABN), and shall advise the Client of their ABN upon request. 3.3. The Consultant will ensure that the Services are provided: (a) in accordance with the terms of this Consultancy Agreement; (b) by the Consultant; (c) with all things reasonably incidental or necessary to give effect to the Services; (d) in accordance with the reasonable directions given by an employee or authorised person of the Client from time to time; (e) in a manner consistent with the best interests of the Client; (f) to ensure that the Services are provided promptly and with reasonable care, at all times using the Consultants best endeavours to maintain the positive reputation of the Client; (g) in compliance with all applicable laws and regulations. 3.4. The Consultant will not act or purport to act as an agent of or with authority to bind the Client to any agreement or otherwise hold itself as being authorised to deal as an agent of the Client except as authorised by this Consultancy Agreement or the Client. Your (Client’s) Obligations 3.5. The Client is wholly responsible for the timely provision of information, instructions, and records to the Consultant, and the accuracy and completeness of the records, information and instructions provided to the Consultant, and understands the Consultant shall perform the Services based on the information, records and instructions given to it by the Client. 3.6. The client undertakes to be wholly responsible for and shall indemnify the Consultant in all respects, for any and all liability, loss and consequences which arise out of any acts, errors or omissions howsoever arising or occurring which are a result of the information, instructions and records given to the Consultant by the Client (or any representative thereof) used in the provision of the Services by the Consultant. 3.7. The Client (and any of their authorised representatives are responsible for the Client’s internal controls, and the Client acknowledges the Consultant is not engaged to conduct a statutory audit of any of the Client’s financial records, or to provide an auditors opinion or otherwise as to the truth and fairness of the Client’s financial statements and position. The Services provided by the Consultant is limited to the Services outlined in Schedule 1 herein. 3.8. The Client shall provide to the Consultant any thing reasonably required by the Consultant to perform the Services for the Client, and shall not do or omit to do any act which would prevent the Consultant from performing the Services or otherwise fulfilling their obligations under this Agreement, including without limitation the use of a third party application or internet based client services system, as may be required by the Consultant to provide the Services. 3.10 The Client will not act or purport to act as an agent of or with authority to bind the Consultant to any agreement or otherwise hold itself as being authorised to deal as an agent of the Consultant except as authorised by this Consultancy Agreement or the Consultant. 3.10 The Client assumes all responsibility for any loss or damage suffered by the client whatsoever arising out of the use of any software or hardware howsoever arising (‘Malfunction’) (including but not limited to user input or operation error negligence, viruses howsoever contracted, server fault, electrical malfunction or power surges, software malfunction or failure, use of the Platform, and the security of information and data stored or used by third party applications and systems such as the Platform), and shall hold the Consultant completely harmless of any loss the Client suffers as a direct or indirect result of the Malfunction, even if such loss or damage was caused by a negligent act or omission of the Consultant. 4. Method of Providing the Services 4.1. The Client will engage the Consultant to provide the Services for the Term. 4.2. The Client will provide such materials and equipment, as the Consultant deems necessary to carry out the Services for the Term. 4.3. The Client understands and acknowledges that the Services provided by the Consultant are strictly limited to the Services as set out in Schedule 1 and does not include accountancy or taxation advice/services except for advice and services that are BAS Services. 4.4. The Consultant and Client shall each perform their obligations under this Consultancy Agreement. 4.5. The Consultant is free to communicate with the Client’s business partners and/or other third parties at will in order to fulfil the Consultants obligations under this Consultancy Agreement. 4.6. The Consultant may use an employee, contractor or agent of the Consultant’s to perform the Services. 4.7. The Consultant will be free to pursue other sources of income, and engage other clients not a party to this agreement, but must always act in the best interests of the Client and must ensure they perform the Services as agreed with the Client during the Term of this Consultancy Agreement. 4.8. The Consultant may use the Platform as its client services system for the provision of the Services. 4.9. The Client acknowledges and agrees that: (a) The Platform is an Internet based service for the provision of servers, storage and applications (known as ‘cloud computing’); (b) The Consultant will not provide local servers or personal devices for the storage of data or provision of applications or other services in relation to its performance of the Services; (c) The Platform is not operated by the Consultant and the Consultant makes no warranties in relation to the appropriateness, suitability, quality, security or safety of the use of the Platform. (d) The Platform will be the only backup, server and data storage system used by the Consultant in the provision of the Services; (e) For the Term, the Client will effect and maintain a Platform Subscription and use the Platform as required by the Consultant for the provision of the Services and will pay any costs associated with it using the Platform. (f) The Client accepts the risks of using the Platform and will ensure that the Client implements and maintains its own local server, personal device or other method to backup and store its data including its data that is stored on the Platform. (g) The Client has been provided with and is satisfied, or had the opportunity to read and satisfy itself with the Platform Terms; (h) The Client agrees to be bound by the Platform Terms in the use of the Platform for the provision of the Services and the Client indemnifies the Consultant for any loss or damage suffered by the Consultant as a result of the Client failing to comply with the Platform Terms; and, (i) The Client must not make any claim or refuse to make any payment under this agreement against the Consultant for any loss or damage suffered by the Client as a result of the Client’s use of the Platform. 5. Contractual Payments 5.2. The Client must pay the Fees to the Consultant in accordance with Schedule 2 subject to the provisions of this clause 5. 5.3. The Consultant shall send a tax invoice to the Client outlining the amount due and owing. 5.4. The Client must pay the Fees upon receipt of the invoice. 5.5. In the event this Agreement is terminated (regardless of reason), the Client shall pay to the Consultant the amount outstanding as calculated in accordance with this Agreement up to the date of termination on a pro rata basis. 5.6. If GST is applicable in respect of Fees, the Client will pay the Consultant an additional amount equal to the GST paid or payable by the Consultant upon receipt of a valid Tax Invoice stating the amount of GST paid or payable by the Consultant on that payment as calculated in accordance with the applicable GST law. 5.7. The Consultant is responsible for their own superannuation, PAYG, payroll tax, group tax deduction and other taxes and levies and all other payments imposed on an employer in respect of employees and sub- contractors under the laws of Australia arising out of this Consultancy Agreement or the provision of the Services by the Consultant or its employees. 5.8. The Client will reimburse the Consultant for any reasonable Disbursements as set out in Schedule 2 relating to the Services performed as listed in Schedule 1. Any other costs related to providing the Services are to be paid by the Consultant. 5.9. The Client may withhold any part of the payment for Services not performed in accordance with this Consultancy Agreement. Such withholding payment will be provided to the Consultant on the rectification of any sub- standard Services provided. 5.10. In the event the Client does not make payment to the Consultant in accordance with the terms of and within the time required by this Agreement, the Consultant reserves the right to suspend its performance of the Services until such time as the amount in arrears has been paid in full to the Consultant and the Client understands and wholly accepts responsibility for any and all loss, costs or liability arising as a result of the Consultants suspension of the Services. 5.11. The Client agrees that should an amount be outstanding to the Consultant for more than 14 days from the date it is due, in addition to the Consultant’s right to suspend performing the Services in accordance with clause 5.9 above, the outstanding amount shall become a debt due and owing to the Consultant, and interest shall be payable thereon at a default interest rate of 14% per annum calculated on a pro rata basis from when the amount became due and owing. 5.12. The Client agrees to pay all costs (including the Consultant’s solicitor own client costs) incurred by the Consultant in its attempts to recover the debt owing to it under this agreement. 5.13. Recovery costs referred to in clause 5.11 shall be payable by the Client notwithstanding of any Order of a Court in relation to the debt claimed by the Consultant. 5.14. Subject to clause 5.15, the Client and Consultant will review the Fees annually where the Consultant continues to provide the Services. 5.15. The Fees shall be reviewed annually for each next ensuring period of twelve (12) months during the Period of Appointment and such reviewed Fees shall be the sum calculated at the commencement of each such annual period in accordance with the following formula:                                 A x (C1/C2) Where: A   = The remuneration payable during the twelve (12) months immediately preceding the review date; C1 = The CPI number last published before the review date; and C2 = The CPI number last published twelve (12) months before the review date. 5.16. If it becomes impossible to determine the Fees at any time during the Period of Appointment by reason of any change in any of the methods used to compute the index number or if any dispute shall arise between the parties with respect to the amount of additional fees or with respect to the construction or effect of the provisions of this clause, the determination of the additional fees or other matter in dispute shall be made by the President for the time being of the Queensland Law Society or by his nominee.
6. Insurance 6.1. The Consultant shall take out and maintain at its own cost for the duration of this Consultancy Agreement: (a) all necessary statutory workers compensation insurance or personal income protection insurance where workers compensation insurance is not available to them (and otherwise comply with all statutory workers compensation requirements where relevant); (b) a valid public and products liability insurance policy with a policy limit of at least $5,000,000.00; and (c) any other insurance policy reasonably required from time to time. 6.2. The Consultant shall at the request of the Client provide to the Client evidence of the insurance cover obtained by the Consultant in accordance with clause 6.1. 6.3. The Consultant shall notify the Client immediately in writing of any cancellation or non-renewal of the insurance policies referred to in clause 6.1. 7. Confidential Information 7.1. At all times Confidential Information remains the property of the Client or its Related Body Corporate(s). 7.2. The Consultant: (a) may use Confidential Information only for the purpose of performing the Services for the Client; and (b) must keep confidential all Confidential Information except for disclosure permitted under clause 7.3 and to the extent (if any) the Consultant is required by law to disclose any Confidential Information. 7.3. The Consultant may disclose Confidential Information to persons who have a need to know for the purposes of performing the Services (and only to the extent that each has a need to know). Prior to such disclosure, the Consultant must direct that person/s that the information is Confidential Information and must be kept confidential (‘Direction’). 7.4.  The Consultant must ensure, so far as it is reasonably able to do so, that each person to whom it discloses Confidential Information under clause 7.3 complies with its Direction and notify the Client of, and take all steps to prevent or stop, a suspected or actual breach of a Direction. The Consultant must provide all assistance reasonably requested by the Client in relation to any proceedings the Client may take against any person for unauthorised use, copying or disclosure of Confidential Information. 7.5. If the Consultant is required by law to disclose any Confidential Information to a third person (including, but not limited to, government) the Consultant must, before doing so: (a) notify the Client and give the Client a reasonable opportunity to take any steps that it considers necessary to protect the confidentiality of that information; (b) notify the third person that the information is Confidential Information of the Client. 7.6. If the Consultant has breached this clause 7, the Consultancy Agreement may be terminated by the Client without prior notice under clause 12.1. 7.7.  The Client shall keep all information about the Consultant and its business confidential. In the event the Consultant believes the Client has improperly disclosed any information the Consultant believes to be confidential, they may terminate this Agreement without prior notice under clause 12.1, and all moneys owed to the Consultant by the Client shall become immediately payable and owing. 8. Retention of Documents 8.1. The Client retains ownership in all financial statements or other documents that the Consultant is specifically engaged to prepare, together with all original documents provided by the Client. 8.2. The Consultant retains legal ownership of any other document brought into existence by the Consultant, including but not limited to, general working papers and draft documents. 8.3. If the Client wishes to terminate this Consultancy Agreement pursuant to clause 12 for any reason, the Consultant may exercise a lien over any and all documents or any information held by the Consultant on behalf of the Client until full and final payment pursuant to clause 5 and Schedule 2 has been received by the Consultant. 9. Relationship 9.1. The Consultant acknowledges that: (a) it provides the Services to the Client as a Consultant pursuant to this Consultancy Agreement only and is not an employee of the Client. (b) the Consultant will be solely responsible for all payments in relation to superannuation, payroll tax, group tax deduction and other taxes and levies and all other payments imposed on an employer in respect of employees under the laws of Australia arising out of this Consultancy Agreement or the provision of the Services. (c) the Consultant will not be entitled to the payment by the Client of salary, annual leave, personal leave, compassionate leave, severance pay, long service leave, superannuation or any other entitlement for the provision of the Services or which an employee has in respect of his or her employment. 10. Commission 10.1. The Consultant may receive any third party payment or benefit, including commission, in relation to the Services provided to the Client without the prior written consent of the Client. 11. Authority 11.1. The Consultant will have such authority as is delegated to it from time to time by the Client, having regard to the Service to be provided by the Consultant pursuant to this Consultancy Agreement. 12. Termination of agreement 12.1. The Consultant or Client may terminate this Consultancy Agreement at any time with immediate effect by giving written notice if: (a) the Client or Consultant is in breach of or repudiates this Consultancy Agreement, or is in breach of any warranty made by the Client or Consultant; (b) the Client or Consultant reasonably believes that the other party is engaging in unlawful or illegal activity; (c) the Client or Consultant becomes insolvent; (d) the Client fails to provide any or any proper instructions requested by the Consultant for the performance of the Services; (e) the Client or Consultant does any act or omission that causes actual loss or damage to the Client or Consultant’s property, employees, clients or other persons associated with the Client or Consultant. 12.2. The Consultant or Client may also terminate this Consultancy Agreement in accordance with the Period of Appointment. 12.3. If the Client terminates this Consultancy Agreement in accordance with clause 12.1, the Consultant will be entitled to be paid in accordance with clause 5. 13. On and After Termination 13.1 On and after termination of the Consultancy Agreement: (a) the Consultant will stop providing the Services; (b) the Client must pay the Consultant any amount due and payable under this Consultancy Agreement (c) Subject to clause 8.3, the Consultant shall return all property, including Confidential Information, records, files, notebooks, correspondence, other documents (in machine readable form or otherwise), keys, or other property of the Client in the possession of the Consultant or any employee, agent or subcontractor of the Consultant which belongs to the Client or any Related Body Corporate of the Client or which relates to the business of the Client or any Related Body Corporate of the Client; (d) the Consultant will not record any Confidential Information in any form, except as is necessary to comply with the Consultants legal obligations; (e) regardless of reason for termination, such termination will not affect any accrued rights or liabilities of either party nor will it affect the coming into force of any provision of this Agreement which is expressly or by implication intended to come into force or continue on after the termination; and (f) if this Consultancy Agreement has been terminated pursuant to clause 12, the Client will pay the Consultant for the amount owing, to be paid in accordance with clause 5. 14. Warranties 14.1 The Client warrants that: (a) the Client is not in breach of an obligation owed to, or infringe the right of, any person, including but not limited to a former employer, principal contractor or a client of a former employer or principal contractor; (b) the Client is not currently involved in any legal dispute with a third party, whether it be relevant to the Services provided by the Consultant or not; (c) the Client is not in breach of any obligations the Client owes to a former employer or principal contractor; (d) the client is not a party to any agreement, written or oral, that conflicts with this Agreement; (e) the Client is profitable and is able to pay the Fees as outlined in Schedule 2 as and when they fall due; and (f) the Client is not participating in or conducting any illegal or unlawful activity whatsoever, whether it be relevant to the Services provided by the Consultant or not. 15. Indemnity 15.1. The Client hereby indemnifies the Consultant against all claims, demands, liabilities, suits, costs, loss, damage and expense whatsoever that the Consultant may suffer or potentially suffer arising out of any negligence, fraud, incompetence, misrepresentation, unlawful activity or carelessness (including the provision of inaccurate or incomplete information or instructions) on the part of the Client. 16. Option 16.1. The Consultant may grant an option to the Client to enter into another Consultancy Agreement at the end of the Period of Appointment. 17. Conflict of Interest 17.1. The Consultant will not allow a situation to arise which places the Consultant in a situation of conflict of interest or duty or potential conflict of interest or duty. If a situation arises whereby the Consultant believes they have, or have the potential to have, a conflict of interest or duty, the Consultant will immediately advise the Client of the situation and will take all reasonable steps to avoid the conflict or potential conflict, and will follow reasonable directions of the Client in that regard. 18. Severability 18.1. Part or all of any clause of this Consultancy Agreement that is illegal or unenforceable will be severed from the Consultancy Agreement and the remaining provisions of the Consultancy Agreement continue in force. 19. Waiver The failure of either party at any time to insist on performance of any provision of this Consultancy Agreement or to fail to exercise a right under this Consultancy Agreement is not a waiver of its right at any later time to insist on performance of that or any other right under this Consultancy Agreement. 20. Notice 1.16. A party giving notice under this Consultancy Agreement must do so in writing. Such notice is taken to be received: (a) if hand delivered, on delivery; (b) if sent by prepaid post, three days after the date of posting; (c) if sent by facsimile, when the senders facsimile system generates a message confirming successful transmission of the total number of pages of the notice unless, within eight hours after that transmission, the recipient informs the sender that it has not received the entire notice; or (d) if sent by email, when the email is stated to be transferred as recorded in the mail envelope properties. 21. Governing law 21.1. This Consultancy Agreement is governed by the laws of the State of Queensland and the parties submit to the jurisdiction of the Courts of that State. 22. Entire Agreement 22.1. These Terms and Conditions together with Schedule 1 and Schedule 2 and the Consultancy Agreement document constitute the entire agreement between the parties as to its subject matter and supersedes all prior understandings or agreement between the parties and any prior condition, warranty, indemnity or representation imposed, given or made by a party in connection with that subject matter.. 23. Alteration 23.1. This Consultancy Agreement may only be altered or varied in writing signed by the parties. 24. This Agreement Is Confidential 24.1. The terms of this Consultancy Agreement are confidential and may not, without the written approval of the Client, be disclosed by the Consultant to any other person other than for the purpose of obtaining professional legal or accounting advice or as required by law. 25. Guarantee 25.1. The Guarantor hereby guarantees to the Consultant the payment of any monies payable by the Client pursuant to this Agreement and the due and faithful performance by the Client of each and every covenant on its part contained herein and the Guarantor agrees to pay to the Consultant upon demand all money payable pursuant to this Agreement in respect of which the Client shall have made default and the Guarantor hereby indemnifies and agrees to keep the Consultant indemnified against any loss or expense whatsoever and howsoever arising in connection with any default by the Client in so performing the covenants on its part to be performed pursuant to this Agreement and will upon demand being made by the Consultant make good immediately any such default or defaults by the Client and the Guarantor hereby covenants that he will do all things necessary or convenient and use his best endeavours to ensure that the Client performs all the covenants on its part to be performed pursuant to this Agreement. 25.2. The guarantee provided for in this Agreement shall be a continuing guarantee and shall not be revocable by the Guarantor and shall not be limited by any time or times mentioned in this Agreement but shall continue to have full force and effect so long as any monies are due by the Client pursuant to this Agreement and the guarantee and indemnity provided for in this Agreement shall continue to have full force and effect not withstanding the termination of this Agreement or any other event whatsoever.

Terms & Conditions

1. Definitions 1.1. In this agreement: BAS Services means ‘BAS Service’ as that term is defined in the Tax Agent Services Act 2009. Business day means any day of the week, Monday to Friday, excluding public holidays. Business Hours means ordinary business hours in the State of Queensland or such other State as the Consultant shall be located, from time to time. Client means the person or company requiring the Consultant to provide the Services, and includes any representatives of the Client such as agents, employees and related bodies corporate. Commencement Date means the date as outlined in Schedule 2. Consultancy Agreement means the Engagement Letter, this document, Schedule 1 and Schedule 2 to the Engagement Letter. Contractual Payments means the negotiated and agreed contracted payments payable to the Consultant and as set out in Schedule 2 and clause 5 of this document. Confidential Information means all information which is confidential to the Client, including trade secrets, information concerning the market within which the Client operates, technical information concerning the Client’s products or the materials used by the Client in its business, information about the Client’s financial performance, customer lists and customer information, information concerning the Client’s markets, business projections, business plans and business forecasts concerning the Client’s performance or likely future activity, and employees or consultants of the Client, and any other information which is confidential to the business affairs of the Client or its suppliers and clients, including all client and supplier records and information (whether produced by the Consultant or not), and which is not in the public domain and includes all Confidential Information of the Client’s Related Bodies Corporate. Consultant means RMF Enterprises Pty Ltd ATF the RMF Enterprises Trust & Mac Lean and Company Pty Ltd ATF The Fiona Mac Lean Family Trust, together with the any representatives of the Consultant such as agents, employees and related bodies corporate. CPI means the consumer price index (all groups) for Brisbane. Period of Appointment means the period from the Commencement Date to the earlier of the date of termination of the Consultancy Agreement or the date 12 months from the Commencement Date unless the Period of Appointment is of an evergreen nature i.e. if there is no end date stipulated in Schedule 2. Platform means the hub3c cloud based private platform. Platform Provider means the owner and / or operator of the Platform, Advisor Hub Pty Ltd A.C.N. 154 132 555. Platform Subscription means a subscription with the Platform Provider for the use of the Platform that is a least the minimum (single user) subscription level available. Platform Terms means the terms and conditions of the Platform Provider for the use of the Platform, from time to time. Related Body Corporate has the meaning given to it in the Corporations Act 2001. Services means the Services listed in Schedule 1 and may include Software As A Service products. Termination Date means a future date determined in accordance with clause 12 of this Consultancy Agreement. 1.2. In this Consultancy Agreement, unless the contrary intention appears: a) terms defined in the A New Tax System (Goods and Services Tax) Act 1999 and the Competition and Consumer Act 2010 have the same meaning; b) the singular includes the plural and vice versa; c) a reference to a clause or schedule is a reference to a clause or schedule to this Consultancy Agreement and a reference to this Consultancy Agreement includes any schedules; d) a reference to a document or agreement, including this Consultancy Agreement, includes a reference to that document or agreement as novated, altered or replaced from time to time; e) a reference to $ is a reference to Australian currency; and f) a reference to writing includes typewriting, printing, photocopying and any other method of representing words, figures or symbols in a permanent visible form. 1.3. Headings are for ease of reference only and do not affect interpretation. 2. Third Party Applications 2.1. In relation to services for Finance and Administration Systems (including software), we provide advice, installation, training and support on a range of software including software as a service (SAAS). We are an independent provider separate from the makers of the software and SAAS providers and as such we provide no assurances in relation to the software products or their performance. 3. Obligations of the Parties Our (Consultant’s) Obligations: 3.1. The Consultant must provide the Client with the Services as described in clause 4 and listed in Schedule 1. 3.1. The Services are to be provided from the Consultant’s own residence or place of work, or such other place as is appropriate from time to time and are to be provided within Business Hours on the Business Days, as well as such other hours outside of Business hours that may be necessary to perform the Services from time to time. 3.2. The Consultant has a registered Australian Business Number (ABN), and shall advise the Client of their ABN upon request. 3.3. The Consultant will ensure that the Services are provided: (a) in accordance with the terms of this Consultancy Agreement; (b) by the Consultant; (c) with all things reasonably incidental or necessary to give effect to the Services; (d) in accordance with the reasonable directions given by an employee or authorised person of the Client from time to time; (e) in a manner consistent with the best interests of the Client; (f) to ensure that the Services are provided promptly and with reasonable care, at all times using the Consultants best endeavours to maintain the positive reputation of the Client; (g) in compliance with all applicable laws and regulations. 3.4. The Consultant will not act or purport to act as an agent of or with authority to bind the Client to any agreement or otherwise hold itself as being authorised to deal as an agent of the Client except as authorised by this Consultancy Agreement or the Client. Your (Client’s) Obligations 3.5. The Client is wholly responsible for the timely provision of information, instructions, and records to the Consultant, and the accuracy and completeness of the records, information and instructions provided to the Consultant, and understands the Consultant shall perform the Services based on the information, records and instructions given to it by the Client. 3.6. The client undertakes to be wholly responsible for and shall indemnify the Consultant in all respects, for any and all liability, loss and consequences which arise out of any acts, errors or omissions howsoever arising or occurring which are a result of the information, instructions and records given to the Consultant by the Client (or any representative thereof) used in the provision of the Services by the Consultant. 3.7. The Client (and any of their authorised representatives are responsible for the Client’s internal controls, and the Client acknowledges the Consultant is not engaged to conduct a statutory audit of any of the Client’s financial records, or to provide an auditors opinion or otherwise as to the truth and fairness of the Client’s financial statements and position. The Services provided by the Consultant is limited to the Services outlined in Schedule 1 herein. 3.8. The Client shall provide to the Consultant any thing reasonably required by the Consultant to perform the Services for the Client, and shall not do or omit to do any act which would prevent the Consultant from performing the Services or otherwise fulfilling their obligations under this Agreement, including without limitation the use of a third party application or internet based client services system, as may be required by the Consultant to provide the Services. 3.10 The Client will not act or purport to act as an agent of or with authority to bind the Consultant to any agreement or otherwise hold itself as being authorised to deal as an agent of the Consultant except as authorised by this Consultancy Agreement or the Consultant. 3.10 The Client assumes all responsibility for any loss or damage suffered by the client whatsoever arising out of the use of any software or hardware howsoever arising (‘Malfunction’) (including but not limited to user input or operation error negligence, viruses howsoever contracted, server fault, electrical malfunction or power surges, software malfunction or failure, use of the Platform, and the security of information and data stored or used by third party applications and systems such as the Platform), and shall hold the Consultant completely harmless of any loss the Client suffers as a direct or indirect result of the Malfunction, even if such loss or damage was caused by a negligent act or omission of the Consultant. 4. Method of Providing the Services 4.1. The Client will engage the Consultant to provide the Services for the Term. 4.2. The Client will provide such materials and equipment, as the Consultant deems necessary to carry out the Services for the Term. 4.3. The Client understands and acknowledges that the Services provided by the Consultant are strictly limited to the Services as set out in Schedule 1 and does not include accountancy or taxation advice/services except for advice and services that are BAS Services. 4.4. The Consultant and Client shall each perform their obligations under this Consultancy Agreement. 4.5. The Consultant is free to communicate with the Client’s business partners and/or other third parties at will in order to fulfil the Consultants obligations under this Consultancy Agreement. 4.6. The Consultant may use an employee, contractor or agent of the Consultant’s to perform the Services. 4.7. The Consultant will be free to pursue other sources of income, and engage other clients not a party to this agreement, but must always act in the best interests of the Client and must ensure they perform the Services as agreed with the Client during the Term of this Consultancy Agreement. 4.8. The Consultant may use the Platform as its client services system for the provision of the Services. 4.9. The Client acknowledges and agrees that: (a) The Platform is an Internet based service for the provision of servers, storage and applications (known as ‘cloud computing’); (b) The Consultant will not provide local servers or personal devices for the storage of data or provision of applications or other services in relation to its performance of the Services; (c) The Platform is not operated by the Consultant and the Consultant makes no warranties in relation to the appropriateness, suitability, quality, security or safety of the use of the Platform. (d) The Platform will be the only backup, server and data storage system used by the Consultant in the provision of the Services; (e) For the Term, the Client will effect and maintain a Platform Subscription and use the Platform as required by the Consultant for the provision of the Services and will pay any costs associated with it using the Platform. (f) The Client accepts the risks of using the Platform and will ensure that the Client implements and maintains its own local server, personal device or other method to backup and store its data including its data that is stored on the Platform. (g) The Client has been provided with and is satisfied, or had the opportunity to read and satisfy itself with the Platform Terms; (h) The Client agrees to be bound by the Platform Terms in the use of the Platform for the provision of the Services and the Client indemnifies the Consultant for any loss or damage suffered by the Consultant as a result of the Client failing to comply with the Platform Terms; and, (i) The Client must not make any claim or refuse to make any payment under this agreement against the Consultant for any loss or damage suffered by the Client as a result of the Client’s use of the Platform. 5. Contractual Payments 5.2. The Client must pay the Fees to the Consultant in accordance with Schedule 2 subject to the provisions of this clause 5. 5.3. The Consultant shall send a tax invoice to the Client outlining the amount due and owing. 5.4. The Client must pay the Fees upon receipt of the invoice. 5.5. In the event this Agreement is terminated (regardless of reason), the Client shall pay to the Consultant the amount outstanding as calculated in accordance with this Agreement up to the date of termination on a pro rata basis. 5.6. If GST is applicable in respect of Fees, the Client will pay the Consultant an additional amount equal to the GST paid or payable by the Consultant upon receipt of a valid Tax Invoice stating the amount of GST paid or payable by the Consultant on that payment as calculated in accordance with the applicable GST law. 5.7. The Consultant is responsible for their own superannuation, PAYG, payroll tax, group tax deduction and other taxes and levies and all other payments imposed on an employer in respect of employees and sub- contractors under the laws of Australia arising out of this Consultancy Agreement or the provision of the Services by the Consultant or its employees. 5.8. The Client will reimburse the Consultant for any reasonable Disbursements as set out in Schedule 2 relating to the Services performed as listed in Schedule 1. Any other costs related to providing the Services are to be paid by the Consultant. 5.9. The Client may withhold any part of the payment for Services not performed in accordance with this Consultancy Agreement. Such withholding payment will be provided to the Consultant on the rectification of any sub- standard Services provided. 5.10. In the event the Client does not make payment to the Consultant in accordance with the terms of and within the time required by this Agreement, the Consultant reserves the right to suspend its performance of the Services until such time as the amount in arrears has been paid in full to the Consultant and the Client understands and wholly accepts responsibility for any and all loss, costs or liability arising as a result of the Consultants suspension of the Services. 5.11. The Client agrees that should an amount be outstanding to the Consultant for more than 14 days from the date it is due, in addition to the Consultant’s right to suspend performing the Services in accordance with clause 5.9 above, the outstanding amount shall become a debt due and owing to the Consultant, and interest shall be payable thereon at a default interest rate of 14% per annum calculated on a pro rata basis from when the amount became due and owing. 5.12. The Client agrees to pay all costs (including the Consultant’s solicitor own client costs) incurred by the Consultant in its attempts to recover the debt owing to it under this agreement. 5.13. Recovery costs referred to in clause 5.11 shall be payable by the Client notwithstanding of any Order of a Court in relation to the debt claimed by the Consultant. 5.14. Subject to clause 5.15, the Client and Consultant will review the Fees annually where the Consultant continues to provide the Services. 5.15. The Fees shall be reviewed annually for each next ensuring period of twelve (12) months during the Period of Appointment and such reviewed Fees shall be the sum calculated at the commencement of each such annual period in accordance with the following formula:                                 A x (C1/C2) Where: A   = The remuneration payable during the twelve (12) months immediately preceding the review date; C1 = The CPI number last published before the review date; and C2 = The CPI number last published twelve (12) months before the review date. 5.16. If it becomes impossible to determine the Fees at any time during the Period of Appointment by reason of any change in any of the methods used to compute the index number or if any dispute shall arise between the parties with respect to the amount of additional fees or with respect to the construction or effect of the provisions of this clause, the determination of the additional fees or other matter in dispute shall be made by the President for the time being of the Queensland Law Society or by his nominee.
 © COPYRIGHT T3 Partners 2016 | Phone 1300 442 484 | Privacy Policy | Terms & Conditions | Corporate Partners
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 © COPYRIGHT T3 Partners 2016 | Phone 1300 442 484 | Privacy Policy | Terms & Conditions | Corporate Partners
2490005