Patricia Hoyle t/a Concise Writing Consultancy (‘We’ or ‘Us’) will provide advice and assistance in relation to a document for your business (“the Services”) on the terms and conditions as follows:
1. Provision of Services
We will supply Services to You at Your request and You will agree to accept such Services upon the terms and conditions described:
- in these Terms and Conditions;
- in any other agreement executed by Us;
- The fee schedule specified in the proposal submitted by Us to You (“the fee schedule”)
In event of any inconsistency between these Terms and Conditions and any other document, these Terms and Conditions shall prevail to the extent of such inconsistency.
You agree to comply in all respects with the terms of the Contract Documents.
We will rely upon the accuracy of any information, documents, advice, records or data You provide to Us.
- You will pay without deduction such fees and other amounts as are described in the Contract Documents. Our terms of trade are 14 days from the invoice date, unless stated otherwise.
- Without limiting the foregoing, We may, at any time, issue an invoice to you for any work carried out on your behalf at the hourly rates referred to in the fee schedule, notwithstanding that a lump sum has been specified in the fee schedule (“interim invoice”).
- We may charge You simple interest on any amounts which are unpaid as from 14 days after the due date for payment, of the invoice or the interim invoice at the rate of 8% per annum, or at the Reserve Bank of Australia cash target rate plus 2%, whichever is lower.
4. No Warranty for Services
While We will endeavour to perform the Services appropriately, We make no warranty, promises or representations to You in relation to the Services or the provision of such Services. You warrant that any documentation or information submitted by Us to You in the performance of the Services will be carefully reviewed by you, and You shall not be entitled to make any Claim or institute any legal proceedings in relation to such documents or information.
You further warrant that all information, documentation and statements that you supply, provide or make to Us are complete and accurate in all respects, and you shall indemnify Us in relation to any such information, documentation or statements.
Unless expressly stated otherwise, the charges payable for the Services under the Contract Documents are exclusive of GST. You must pay to Us in addition to the charges for the Services an amount equal to any GST payable on the supply of the Services. That additional amount is payable at the same time any part of the charges for the Services is payable. We will issue a tax invoice to you for the supply of those Services at or before that time.
- You authorise Us to disclose to third parties such information as may be reasonably required by them to enable Us to provide the services to You.
7. Exclusion of Implied Terms
- Any guarantee, condition or warranty which would otherwise be implied in this Agreement is hereby excluded.
- To the extent any legislation implies any guarantee, condition or warranty, Our liability for breach of such guarantee, condition or warranty shall be limited at Our option to:
if the breach relates to goods;
if the breach relates to services:
- the replacement of the goods or the supply of equivalent goods; and
- the supplying of the services again or the cost of having the services supplied again.
- You acknowledge that you have not entered into this agreement in reliance upon any statement (written or verbal) made by Us, other than as expressly contained in the Contract Documents.
8. Provision of Information
To enable Us to perform the Services, We may require additional information from You. To the maximum extent permitted by law, You must provide such information.
You shall indemnify Us for any Loss or Damage that arises directly or indirectly from any non-compliance by You or any other entity with any provision of the Contract Documents, and in relation to any act or omission by You or any of Your servants or agents.
- We will make reasonable endeavours to ascertain whether errors are contained in the documentation that You supply to Us. Notwithstanding the foregoing, We shall not be liable and You shall not be entitled to make a Claim in relation to any Loss or Damage that relates to any such errors. It is in all respects Your responsibility to ensure that the content and documentation supplied to You by Us is complete and accurate in all respects.
- Without limiting the foregoing, should You publish or use any documents prepared by Us in the performance of the Services, you warrant that, prior to doing so You have carefully and comprehensively reviewed such documentation, to ensure that you are satisfied with its contents in all respects, and You shall not be entitled to make any Claim in relation to any such documentation that is published or used by You.
11. Force Majeure
- Notwithstanding any other provision of the Contract Documents or elsewhere, We shall not be liable to You nor be deemed in default hereunder for any failure or delay to perform any covenant or obligation caused or arising out of any event not reasonably within Our control, including but not limited to fire, flood, lightening, Our health or medical condition, storm or tempest, strikes, lock outs or other industrial disputes, acts of war, explosion, government restriction, unavailability of equipment or any delay by You in submitting any content or documentation to Us or any other delay caused or contributed to by You. All periods of time provided for or referred to in this agreement shall be extended for a period of time commensurate with the period of the delay.
- Without limiting the foregoing, You acknowledge that all periods of time or deadlines referred to in the Contract Documents, to the extent that they relate to obligations imposed on Us, were prepared and agreed on the basis and assumption that You shall not delay in any respect in providing documentation and information to Us. All such deadlines shall be extended for a period of time commensurate with the period of any delay in You submitting such documentation or otherwise complying with Our reasonable requests.
You hereby warrant that none of the information, documents or data that you provide to us constitutes or may constitute a breach of the intellectual property rights of any third party (including, but not limited to, rights in relation to copyright), and you shall indemnify Us should the use of such information in any respect in relation to the agreement, documents or data infringe such intellectual property rights of any person.
- If a dispute arises in connection with this Agreement, a disputant may give the other disputant a notice specifying the dispute.
- Within 5 business days after that notice is given, the disputants (each represented by its Chief Executive Officer or other person authorised by the disputant to bind it in connection with the dispute) must confer to resolve the dispute or to decide the method of resolving the dispute.
- Unless the disputants otherwise agree, the dispute must be referred to mediation if not resolved within 15 business days after the notice is given. The disputants must appoint a mediator within 20 business days after the notice is given. If they fail to agree, the mediator must be nominated by the then current President of the Institute of Arbitrators and Mediators Australia or his nominee. Mediation must be conducted in accordance with the Institute of Arbitrators and Mediators Australian Mediation Rules.
- The mediation ends if the dispute is not resolved within 20 business days after the mediator's appointment.
- The mediation must be kept entirely confidential unless disclosure is required by law.
- Neither disputant may commence Court proceedings in respect of the dispute until the mediation period ends. This does not affect a disputant's rightto seek injunctive or urgent declaratory relief.
- Each disputant must pay its own costs in respect of the dispute resolution process. The mediator's costs will be equally shared between the disputants.
14. Whole Agreement
- These terms and conditions and the Contract Documents contain the whole of the agreement between You and Us.
- Any illegal or invalid provision of our agreement will be severable to the extent required to make this agreement enforceable and all other provisions will remain in full force and effect.
Any notice required to be given by either party must be delivered personally, or sent by pre-paid mail or by facsimile to the address of the other as last notified.
16. Governing Law
This agreement shall be governed and construed in accordance with the laws of New South Wales and the parties hereby submit to the jurisdiction of the Courts of that state.
17. Defined Terms
- “Claim” means all liabilities, claims, actions, suits, proceedings, demands, losses, damages, costs, fees and expenses whatever incurred.
- “Contract Documents” means the documents referred to in Clause 1 hereof.
- "Loss or Damage" includes (without limit) direct loss or loss of profits or indirect, consequential, incidental, special, exemplary or punitive loss or damage howsoever caused (including through the negligence of You or others).
- "Services" means the provision of advice and assistance by Us in relation to a report for Your business, or such other services as We agree to provide to You.
- "We" and "Us" Patricia Hoyle t/a Concise Writing Consultancy.
- "Website" means http://www.concisewriting.com.au/
- "You" means you, your employees and agents and “Your” has a corresponding meaning.