SERVICES AGREEMENT — TERMS & CONDITIONS
1. Definitions
In this Services Agreement, unless stated otherwise:
Agreement Details: The document outlining the engagement terms.
Business Day: Any weekday banks are open in the region the Services are performed.
Commencement Date / Completion Date: As stated in the Agreement Details.
Confidential Information: All non-public information shared between parties in connection with this Agreement.
Contract Material: Any material created by the Service Provider under this Agreement.
GST / GST Act: As defined under A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property Rights: Includes all current and future IP rights including copyright, trademarks, designs and confidential information.
Client / Client Group: The Client entity and its related parties.
Laws: All applicable legislation and regulatory requirements.
Required Notice: The notice period for termination stated in the Agreement Details.
Services: The services set out in the Agreement Details.
Services Fee: The fees payable to the Service Provider.
Term: The duration set out in this Agreement.
Interpretation rules apply such that singular includes plural, references to persons include corporate bodies, headings do not affect interpretation, and references to legislation include updated versions.
2. Term
This Agreement begins on the Commencement Date and ends on the Completion Date, unless terminated earlier under clause 11.
3. Services
The Service Provider will provide the Services at the times, locations and rates set out in the Agreement Details.
4. Service Provider Responsibilities
The Service Provider will provide Services with reasonable care, skill and industry-standard competency.
The Service Provider may assign or subcontract parts of the Services where necessary.
5. Fees & Payment
The Client must pay the Services Fee as detailed in the Agreement Details.
The Service Provider will issue Valid Invoices as set out in the Agreement Details.
Where payment is required upfront, Services will not commence until payment is received.
Payment terms are 14 days from invoice unless stated otherwise.
Late payments may incur interest at 2% per month.
Amounts outstanding beyond 45 days may be referred to debt collection at the Client’s cost.
6. GST
All amounts are exclusive of GST unless stated otherwise. GST will be added where applicable.
7. Site Access
The Client must provide reasonable access to any site required to perform the Services, subject to Client safety requirements.
8. Intellectual Property
All IP in Contract Material is owned by the Service Provider unless agreed otherwise.
The Client receives a non-exclusive, royalty-free licence to use Contract Material for the purpose of the Services.
Pre-existing material remains owned by the party who created it.
9. Indemnities & Warranties
Each party indemnifies the other for losses caused by its breach of this Agreement.
Neither party is liable for indirect or consequential loss.
Both parties warrant they have authority to enter this Agreement.
10. Relationship of Parties
This Agreement does not create employment, partnership, joint venture or agency. The Service Provider is an independent contractor.
11. Termination
Either party may terminate this Agreement for default with written notice.
Either party may terminate for convenience by giving the Required Notice.
The Client must pay for all Services performed up to the termination date.
Upon termination, each party must return any documents belonging to the other.
12. Confidentiality
Confidential Information must not be disclosed except where required by law or necessary to perform the Services.
13. Variations
Requested variations to the Services must be made in writing and are subject to acceptance by the Service Provider, including any fees that apply.
14. Client Obligations
The Client must:
Provide required information and specifications.
Provide timely feedback.
Cooperate with the Service Provider as needed.
Supply any necessary facilities or equipment.
15. Disputes
Parties will act in good faith to resolve disputes informally before escalating further.
16. Notices
Notices must be in writing and may be delivered in person, by post or by email.
17. Electronic Execution
This Agreement may be signed electronically.
18. General
Variations must be in writing.
Rights cannot be assigned without consent.
Failure to enforce a right does not waive that right.
Invalid terms are severed without affecting the remainder.
This Agreement is governed by the laws of Victoria, Australia.
