1. AGREEMENT AND TERM
(a) This agreement is made between Social Impact Institute Pty Ltd (ACN 131 006 374) (Us, We) and the client named in the Proposal (You).
(b) By requesting the services identified in the Proposal (Services) You agree to these terms and conditions.
(c) Subject to the terms and conditions of this Agreement, the rights and obligations of the parties will commence on the Commencement Date and will end on the End Date as specified in the Proposal (Term).
(a) In consideration of the payment of the Fee(s), We will provide to You the Services in accordance with the timeframes, milestones and specification set out in the Proposal.
(b) You must provide the resources and material (if any) as set out in the Proposal.
3. FEE & DISBURSEMENTS
(a) In consideration of the provision of the Services, You must pay the Fees and disbursements (if any) to Us as specified in the Proposal.
(b) If the Fees and/or the disbursements will exceed the estimate provided in the Proposal, we will contact you to discuss.
(c) You must pay our Fees within 14 business days of our tax invoice being issued by Us to You.
(a) All consideration provided under these Terms and Conditions is exclusive of GST, unless it is expressed to be GST inclusive.
(a) You may request Us (in writing) to vary the Services provided the variation is within the general scope of the Services described in the Proposal.
(b) The variation, including any variation to the Fees must be:
(i) agreed by both parties; and
(ii) in writing,
prior to the variation being implemented.
(c) Unless expressly varied pursuant to clause 5(b), the rights and obligations of the parties remain in force in accordance with this Agreement.
(a) "Confidential Information" means confidential information of a party and includes information whether verbal, written or in some other form, including electronic form, relating to:
(i) knowledge or information regarding the business transactions, affairs, clients or suppliers property, policies, procedures or activities of a party;
(ii) any document which is marked confidential; and
(iii) any document or information which a party advises the other party is confidential.
(b) A party must not disclose to any person any Confidential Information of the other party for any purpose other than to perform its obligations under this Agreement, except as required by law, court order or any governmental or regulatory authority.
(c) This clause survives the expiration or termination of this Agreement.
7. INTELLECTUAL PROPERTY RIGHTS
(a) In this clause:
"Intellectual Property Rights" means any and all existing and future intellectual property rights throughout the world created by law including but not limited to copyright, trade marks, designs, patents, business and domain names and inventions.
"Material" means any material (including electronic data) that is created, written or otherwise brought into existence by or on behalf of Us for the purpose of performing the Services
(b) Each party will continue to own their own Intellectual Property Rights owned at the Commencement Date or acquired or developed independently of this Agreement (Background Intellectual Property Rights).
(c) Unless otherwise specified in the Proposal, all Intellectual Property Rights and title in all Material created during the provision of the Services vests upon its creation in Us.
(d) We grant to you a perpetual, irrevocable, royalty-free, world-wide, non-exclusive licence (including a right of sub-licence) to use, reproduce, modify, adapt, publish, perform, broadcast, communicate, commercialise and exploit the Intellectual Property Rights in the Materials for your internal purposes and as otherwise agreed by us in writing.
(e) This clause 7 shall survive the expiry or termination of this Agreement.
(a) Disputes shall as far as possible, be resolved by the parties undertaking negotiation in good faith.
(b) If the dispute is not resolved within a reasonable period of time, then the dispute is to be referred to the Australian Commercial Disputes Centre for mediation or any other agreed venue which conducts mediation.
(c) The parties will share in equal proportion the mediator's fee. Each party shall pay their own costs of the mediation.
(d) A party may not commence any court or arbitration proceedings relating to a dispute unless it complies with this clause 8 except where the party seeks urgent interlocutory relief or this Agreement provides such a right.
9. LIMITATION OF LIABILITY
(a) Whilst all care is taken in undertaking the Services, to the full extent permitted by law, Our liability (including the liability of our directors, officers, employees, agents or contractors) to You will be limited to the value of the Fees payable or paid by You to Us in the three month period immediately prior to the date of default.
(b) If a warranty is implied by law which cannot be excluded, our liability for a non-excludable condition is limited to (at our option):
(i) the supply of the relevant Services again; or
(ii) the payment of the cost of having the Services supplied again.
(c) Subject to law, we exclude all warranties or conditions in relation to the Services implied by law.
(d) In no event will We be liable to You for any indirect or consequential loss (including loss of profits).
(e) This clause 9 survives the expiry or termination of this Agreement.
(a) A party may terminate this Agreement at any time by providing to the other party 90 days' notice of termination in writing.
(b) If You terminate this Agreement before the End Date, You must pay us for:
(i) all Services performed up to and including the date of termination;
(ii) all disbursements incurred by Us up to the date of termination; and
(iii) at Our absolute discretion, 50% of the remainder of the Fee (had the Agreement continued to its full course).
(c) If either party becomes insolvent or commits a breach of this Agreement (such breach, if capable of remedy, not being remedied within 14 days of written notice) the other party may terminate this Agreement by giving written notice to the other party to that effect.
(d) Subject to clause 10(e), upon termination, each party must return to the other party all Confidential Information supplied by the other party under this Agreement.
(e) A party may retain a copy of the Confidential Information received from the other party for record keeping, legal, insurance, accounting, taxation, audit and/or dispute resolution purposes.
(a) This Agreement constitutes the entire agreement between the parties and supersedes all previous drafts, agreements and understandings, whether written or oral.
(b) No variation of this Agreement will be of any effect unless it is in writing and signed by the parties.
(c) Neither party may assign, novate, transfer or otherwise deal with its rights under this Agreement without the prior written consent of the other party.
(d) Nothing in this Agreement will constitute or be construed to constitute a party as the partner, agent, employee or representative of any other party or to create any trust relationship between them.
(e) We may delay or suspend the Services and will not be responsible for events outside our reasonable control.
(f) This Agreement is governed by the law of New South Wales. The parties submit to the non-exclusive jurisdiction of its courts and courts of appeal from them.
WANT TO INCREASE YOUR IMPACT?
We collaborate with you to find creative solutions to complex problems. We are best known for tailoring the right approach that fits with your mission and values. Then partnering through implementation to complement your team with our expertise.