TERMS & CONDITIONS
It is assumed that any person, referred to herein as ‘the Client’, that engages with Melissa How for ‘Services’, referred to herein as ‘the Consultant”’, collectively referred to as the ‘the Parties’, has read, understood, and agrees with the Terms and Conditions set forth in this ‘Agreement’.
The Consultant will provide consultation and expertise in the areas of marketing and business development, as well as coaching and mentorship to employees and agents of the Client. Services will also include any other duties that the Parties subsequently agree on.
Place Where Services Will Be Rendered
The Consultant will perform most services remotely from their office address in South Yarra VIC 3141. The Consultant may be required to travel for meetings and other work, which will take place at the Client’s office address or arranged meeting rooms.
Payment to Consultant
The Consultant will be paid as per their hourly rates for any work performed in accordance with this Agreement. If an Agreement is terminated prior to the completion of the Services, but the Services have been partially performed; the Consultant will be entitled to pro-rata payment for the Services provided.
The Consultant will issue an invoice and itemised statement to the Client setting forth Services provided and billable time. The Client will pay the Consultant the amounts due by the due date, as specified on the invoice. The Client agrees to raise any queries or issues in relation to the invoice with the Consultant within 48 hours of issuance. Where payment for an invoice is not received by the due date interest will be charged at the rate of ten percent per annum.
Reimbursement of Expenses
The Client will reimburse the Consultant for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services. Any such expenses will be pre-approved by the Client.
Cost of Recovery
The Client shall pay the Consultant for all costs incurred by the Consultant, including the costs for which the Consultant may be contingently liable, in any attempt to collect any monies owed by the Client to the Consultant under this Agreement, including any debt collection costs, agency costs, repossession costs, location search costs, process server costs, and solicitor costs on a solicitor/client basis.
Both the Client and the Consultant agree that the Consultant will act as an Independent Contractor in the performance of their duties under this Agreement. The Parties acknowledge that the Agreement does not form a partnership or joint venture and is exclusively a contract for Services.
Ownership of Intellectual Property
All intellectual property and related material, including any trade secrets, relevant registrations, and right in any trademark, copyright, patent, trade name or brand mark, that is developed or produced under the Agreement, will be the sole property of the Client.
Proprietary information, relevant registrations, and right in any trademark, copyright, patent, trade name or brand mark, which is in the possession of the Consultant prior to the commencement of this Agreement, remain the Intellectual Property of the Consultant. Proprietary information includes, but is not limited to, ideas, knowledge, inventions, discoveries, designs, models, specifications, processes, systems, applications, and techniques.
The Parties agree that any information received pursuant to their obligations under this Agreement, which concern the personal, financial, or other affairs of the Parties will be treated in full confidence and will not be revealed to any other persons or organisations or replicated in any way.
Neither party will be liable for failure to perform its duties or obligations under the Agreement if the failure is triggered by events outside its reasonable control, e.g. Natural Disaster, Acts of War, Government Action, or Internet Failure. The Party affected by the event will give notice to the other Party, at which time the agreement will be put on hold for the duration of the event and recommence at the end of the event. This clause does not apply to payment liabilities.
If any of the provisions in this Agreement are deemed to be invalid or unenforceable in whole or in part, all other provisions will continue to be enforceable with the invalid or unenforceable parts severed from this Agreement.
This Agreement will be governed by and construed by the laws of the State of Victoria, Australia.
This Agreement will enure to the benefit of and be binding on the Parties and their respective executors, administrators, representatives, and successors.
It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided in this Agreement.
Modification of Agreement
Any amendment or modification of this Agreement or additional obligation assumed by either party will only be binding if evidenced in writing and signed by both parties.