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Terms and Conditions

TERMS & CONDITIONS

Ellvee Consulting Pty Ltd

  1. Service provision
    • Ellvee Consulting will provide Services to the Client in accordance with the Letter of Engagement.
    • Any instruction by the Client to Ellvee Consulting to perform Services, after receipt of these Terms, shall constitute acceptance of these Terms in their entirety.
    • Any amendment to these Terms will only be effective where Ellvee Consulting and the Client agree to the amendment, the amendment is in writing, and it is signed by both Ellvee Consulting and the Client.

  1. Pricing
    • Ellvee Consulting’s pricing for Services is as per the Letter of Engagement. All prices are exclusive of GST and any amount invoiced by Ellvee Consulting will include an additional amount for GST.

  1. Payment Obligations
    • Ellvee Consulting will render an Invoice from time to time to the Client for any Services provided during the period of the Invoice (plus GST), and will endeavour to do so at least monthly from the time of engagement.
    • The Client agrees to pay the whole of the Invoice without any deduction or set off within 14 calendar days of receipt.
    • In the event that Ellvee Consulting does not receive payment after 14 days, will charge interest to the Client on the Invoice at the rate of 12.5% per annum from the due date until payment of the invoice in full. The Client agrees that this is a genuine pre-estimate by Ellvee Consulting of the loss it will suffer if payment is not made on time. If Ellvee Consulting commences collection activity in relation to any outstanding invoices, then the Ellvee Consulting will pay Ellvee Consulting’s legal costs associated with collection on a solicitor and client basis.
    • The Client hereby indemnifies Ellvee Consulting for any and all costs that Ellvee Consulting incurs by reason of a breach of this agreement (including non-payment of any Invoice in whole or in part). For the avoidance of doubt, such costs include legal expenses incurred by Ellvee Consulting payable on a solicitor and client basis.
    • Ellvee Consulting can assign its rights to recover any amounts owed under an Invoice by a Client.
  2. Unforeseen Events
    • Ellvee Consulting will not be responsible for any delays or losses or damage suffered by a Client which is caused by or related to or arising out of any Unforeseen Event.
    • The existence of Unforeseen Events do not relieve the Client from the obligation to pay for Services already provided by Ellvee Consulting, prior to the occurrence of the Unforeseen Event.

  1. Intellectual Property
    • All intellectual property owned by Ellvee Consulting prior to the commencement of the provision of Services to the Client remains the property of Ellvee Consulting.
    • All intellectual property created by Ellvee Consulting in the course of the performance of the Services for the Client is the property of the Client.
    • The Client warrants that in instructing Ellvee Consulting to perform the Services, and providing resources or material to Ellvee Consulting to complete the Services, Ellvee Consulting will not be in breach of the intellectual property rights of any other party.

  1. Performance Standards
    • Ellvee Consulting will provide a level of service in accordance with the Letter of Engagement.

  1. Termination
    • Both Ellvee Consulting and the Client may terminate the Services Contract with immediate effect by giving notice of such termination in writing to the other party.
    • If the Client terminates the Services Contract in accordance with this clause and the notice of termination gives less than 28 days notice of termination, then Ellvee Consulting reserves the right to Invoice in full the applicable Daily Fees relating to the work which Ellvee Consulting had been engaged to carry out, but is not now able to carry out by reason of the termination up to a maximum of 28 days.
    • Ellvee Consulting may also Invoice the client for Costs that have accrued prior to termination in anticipation of providing Services, even where Services have not been provided.
    • The termination of this Agreement does not terminate obligations imposed on the parties which are intended to survive the termination.

  1. Dispute resolution
    • Ellvee Consulting will always attempt to identify the potential for dispute early and aim to resolve it through discussion with the client.
    • If Ellvee Consulting and the Client are unable to resolve a dispute within 10 business days after notice of the dispute is given, either Ellvee Consulting or the Client may refer the dispute to mediation to be conducted within 14 or failing agreement
    • Both Ellvee Consulting and the Client must bear their own costs in relation to the mediation. The costs of the mediator and the venue for mediation must be borne in equal shares.

  1. Notices
    • Any Notices required to be served under these Terms shall be in writing and may be sent by post, fax or email to the nominated representatives (“Representatives”) of Ellvee Consulting and the Client. The Representatives will exchange post, and email details as soon as possible.

  1. Confidentiality
    • Both Ellvee Consulting and the Client agree that they shall keep confidential and shall not disclose or make available directly or indirectly to any third party any confidential information and material made available to either party.
    • The obligations in this clause 13 shall not apply to any information which is:

(a)  publicly available to either party;

(b)  disclosed under requirement of law or court order; or

(c)  disclosed with either party’s prior written approval.

 

  1. Non-Solicitation
    • Both Ellvee Consulting and the Client agree that during the operation of these Terms, neither party shall knowingly solicit for employment, or independently contract the services of, any staff member or contractor of the other party who is involved in the provision of the Services.
    • If the Client employs an Ellvee Consulting staff member within 12 months of the conclusion of the Service Contract, Ellvee Consulting shall be entitled to payment by the Client of 25% of the starting salary of the staff member. Payment is to be made by the Client within 30 calendar days of the Ellvee Consulting

  1. General
    • If any of the provisions of these Terms are held by a Court of competent jurisdiction to be invalid, unenforceable or illegal, the validity, enforceability and legality of the remaining provisions shall not be affected.
    • Ellvee Consulting provides the Services as an independent contractor. Nothing in these terms shall be construed to create any relationship of employer and employee, principal and agent, a partnership, joint venture or other relationship between the parties. Neither party may make any promise, warranty or representation or execute any agreement or otherwise deal on behalf of the other party.
    • Each party will bear its own costs in relation to the performance of obligations under these Terms and acknowledges it has sole responsibility in relation to payment, if any, of superannuation, workers compensation and taxes incidental to the employment of its own personnel.

Definitions

In this agreement:

Ellvee Consultingmeans Ellvee Consulting Pty Ltd ACN 645 777 126

“Client” means the person or entity for whom Ellvee Consulting provides Services (or any person or entity acting on behalf of or with the authority of that person or entity);

Costs” means any incidental disbursements or cost (including the disbursement cost of travel) incurred by Ellvee Consulting consequent upon Ellvee Consulting being instructed to provide Services;

Fee” means a fee payable by the Client in respect of Services provided during a Engagement;

“Dispute” means a dispute arising out of or related to the Services Contract;

“Invoice” means a memorandum of Daily Fees, hourly fees, and /or Costs rendered by Ellvee Consulting to the Client for Services provided by Ellvee Consulting;

“Letter of Engagement” means a letter sent by Ellvee Consulting to the Client which sets out the Services to be provided by Ellvee Consulting to the Client;

“Services” means any goods or services provided by Ellvee Consulting or any employee, subcontractor or third party engaged by Ellvee Consulting to a Customer

“Services Contract” means the contract formed by the Letter of Engagement and the Terms.

“Terms” means this document in its entirety;

Unforeseen Events” means events outside of Ellvee Consulting’s reasonable control.