We love doing business with people in a proper way that’s why we keep things tight. Here’s our Terms of Business so there are no unhappy surprises.

This document forms the Contract between Republic of Everyone (Australia) Pty Ltd (referred to as “We”, “Us”, “Our”, or “Republic of Everyone”) and our Clients (referred to as “You”, “We” or “Us”).

1. Services

We will provide our Services based solely on the information provided, the circumstances made known to us and the assumptions set out in our correspondence. We rely on you bringing to our attention as soon as possible any changes in the information as originally presented as it may impact on our advice.

Time Scale
We will use our reasonable endeavours to carry out our obligations in accordance with the agreed time scales. However, unless both of us specifically agrees otherwise in writing, the dates contained in the Engagement or Confirmation Letters or otherwise advised are indicative dates intended for planning and estimating purposes only and are not contractually binding.

Changes to Services
Either of us may request changes to the Services to be provided or other changes but no such changes take effect unless agreed in writing. Both of us agree to work together to enable both parties to assess the impact of any requested changes on the cost, timing or any other aspect of the Services.

Republic of Everyone Engagement Team
Where specific Republic of Everyone partners and staff are named in the Engagement or Confirmation or Letters, we will use reasonable efforts to ensure that these people are available to provide the Services for you. Where any changes are necessary, we will give you reasonable notice of the changes.

2. Reporting

Where specific Republic of Everyone partners and staff are named in the Engagement or Confirmation or Letters, we will use reasonable efforts to ensure that these people are available to provide the Services for you. Where any changes are necessary, we will give you reasonable notice of the changes.

Intellectual Property
All intellectual property rights including, but not limited to copyright, in all works, documentation, systems, materials, methodologies and processes provided by us or created in the course of the assignment shall remain and be vested in Republic of Everyone.

3. Information

You agree to provide in timely fashion all information and documents reasonably required to enable us to provide the Services. Unless otherwise stated in the Engagement or Confirmation Letter, we will not independently verify the accuracy of such information and documents and we will not be liable for any loss or damage arising from any inaccuracy or other defect in any information or documents supplied by you.

4. Fees and Payment

How fees will be calculated
Fees for the Services will be charged on the basis set out in the Engagement or Confirmation Letter. Where these letters do not state the basis on which our fees will be charged, our fees will reflect time spent and such other factors as complexity, monetary values involved, specialist input required, the value of our work and the urgency of the matter. Goods and services tax (“GST”) at the prevailing rate will be added to and forms part of our fees. Our total project fees or hourly rates and, where applicable, out of pocket expenses (our “ Billings ”) are based on the currently applicable GST rate (except where we have assessed that the service is to be provided GST free). If this GST rate changes, our Billings will be adjusted to reflect the change.

Expenses
All charges are exclusive of expenses unless the Engagement or Confirmation Letter states otherwise. We will charge you out of pocket expenses such as reasonable travel, subsistence and document handling costs (photocopying, printing, fax and courier, etc) incurred in connection with the Services. The charges will be calculated as the amounts incurred by us (net of any applicable GST input tax credit to which we are entitled) plus GST as applicable. Any special expense arrangements will be agreed and set out in the Engagement or Confirmation Letter.

Payment of invoices
Unless specifically agreed otherwise, your obligation to pay us fees and expenses to which we are entitled, will not arise until we have issued a fee account to you. Where an amount for GST is stated to be a component of the fees and expenses, our fee account will comply with the law specifying what is a “tax invoice” for GST purposes.
Our invoices will be issued on a monthly basis or as set out in the Engagement or Confirmation Letter. All invoices will be due for payment within 7 days of issue. Republic of Everyone retains the right to charge a commercial rate of interest on accounts that are overdue by more than one month.

5. Term and Termination

Duration of Contract
This Contract will apply from the commencement date stated in the Engagement or Confirmation Letter, if any, or where no commencement date is specified from the date of acceptance of the Contract as specified in the Engagement or Confirmation Letter.

Termination
The Contract may be terminated by either party by written notice if the other party fails to remedy a material breach of these Terms of Business within 7 days of a notice requesting it to be remedied. Otherwise the Contract may be terminated by either party provided 60 days written notice of such termination is given. On cancellation of the services by the client, Republic of Everyone may cease providing the services with immediate effect. All fees as per the contracted term owing to Republic of Everyone will then become immediately payable.

6. Confidentiality

To afford protection to your confidential information interests, employees of Republic of Everyone are employed under a service contract that contains a clause forbidding the unauthorised disclosure of confidential client information.

7. Liability

7.1 To the maximum extent permitted by law, Republic of Everyone and its officers, employees and agents will not be liable to you or any other person for any loss, damage, cost, or claim in contract tort (including for negligence) or otherwise, including, but not limited to, for any special or consequential damages, loss of profits, or similar loss, arising directly or indirectly in connection with the Services, except for direct loss caused by Republic of Everyone’s fraud, wilful default, or gross negligence.

7.2 To the maximum extent permitted by law, Republic of Everyone excludes all warranties, conditions or terms, other than those expressly set out in these terms and conditions including, but not limited to, all warranties, conditions or terms implied in fact or by law. Nothing in this clause 7 has the effect of excluding, restricting or modifying any nonexcludable statutory condition, warranty, guarantee, right, remedy or other benefit that is preserved for you by the Trade Practices Act 1974 (Cth) (or any similar other legislative provision).

7.3 Where Republic of Everyone is not entitled to exclude liability, a warranty, condition or term implied in fact or by law, and to the maximum extent permitted by law, Republic of Everyone’s liability for breach of any such warranty, condition or term is limited to: (a) in the case of Services, at the option of Republic of Everyone, either the resupply of the Services or payment of the cost of having the Services resupplied; and (b) in the case of documentary deliverables or materials, at the option of Republic of Everyone, either the resupply of the deliverables or materials or payment of the cost of having the deliverables or materials resupplied.

7.4 In all instances, other than as set out in clauses

7.2 and 7.3, the total aggregate liability of Republic of Everyone to you for loss or damage (including indirect and consequential loss or damage), caused by, or resulting from, or in relation to, the Services, including whether arising from breach of contract, negligence, or any other tort, in equity or otherwise, and whether or not Republic of Everyone was advised of the possibility of such loss or damage, is limited to the amount disclosed in the Engagement or Confirmation Letter.

7.5 You agree that if you can make any claim against us for loss or damage, and that loss or damage is contributed to by your own actions, then liability for your loss or damage will be apportioned as is appropriate having regard to the respective responsibility for the loss or damage, and the amount you may recover from us will be reduced by the extent of your contribution to that loss or damage.

8. Documents

It is our practice to destroy documents belonging to you held by us after they are more than seven years old. Your acceptance of these terms includes your consent for us to destroy any documents that belong to you which have been filed amongst our own papers (whether stored electronically or hard copy). In line with the National Privacy Principles, Republic of Everyone will take reasonable steps to destroy any personal identifiable data supplied by clients. As such, any data supplied to Republic of Everyone, by clients, will be destroyed within three months of completion of the work for which it was intended.

9. Communications

9.1 During our performance of the Services we may wish to send messages and/or documents to each other by e-mail. As e-mail carries with it the possibility of inadvertent misdirection, or nondelivery of material or unauthorised access, unless you notify us otherwise you consent to the use of e-mail in accordance with clause 9.2.

9.2 Where messages are sent by e-mail, we will adopt the following procedures and require you to do likewise:

(1) If sending a confidential e-mail message, the sender will indicate if a response is not wanted in an electronic form. All risks connected with sending by e-mail commercially sensitive or other information relating to your business are borne by you and are not our responsibility. If you do not accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.

(2) Both parties will carry out procedures to protect integrity of data, in particular, it is the recipient’s responsibility to carry out a virus check on any attachments before launching any documents, whether received on disk or otherwise.

10. Exclusivity

Republic of Everyone will not be prevented or restricted by anything in this Contract from providing services for other clients.

11. Privacy of Personal Information

Disclosure by you of personal information to us in the course of our engagement is subject to the Privacy Act 1988 [“The Privacy Act”] and to the Privacy Amendment (Private Sector) Act 2000. Accordingly the Services are provided on the basis that you will only disclose personal information about an individual to us:

(a) for a purpose related to the performance of the Services;

(b) provided you have made all disclosures required under the Privacy Act;

(c) provided you have obtained any consents required under the Privacy Act; and

(d) provided to do so would not otherwise breach the Privacy Act.

As we rely on you to fulfil these obligations you will indemnify Republic of Everyone, its partners and staff, against any claim, loss or expense resulting from your failure to make any disclosure or obtain any consent required under the Privacy Act or otherwise to comply with the Privacy Act.
If the performance of the Services requires a third party to supply personal information to us on your request, it is your obligation to ensure that the third party complies with clauses (a) to (d) above and you will indemnify us against any claim, loss or expense resulting from that party’s failure to do so, or to otherwise comply with the Privacy Act.

12. General

Entire Agreement
This Contract comprising the Engagement or Confirmation Letter and Terms of Business forms the entire agreement between us relating to the Services. It replaces and supersedes any previous proposals, correspondence, understandings or other communications whether written or oral.

Engagement Letter to take Precedence
In the event of any inconsistency between these Terms of Business and the Engagement or Confirmation Letter, the Engagement or Confirmation Letter will prevail to the extent of the inconsistency.

Assignment
Neither party may, nor have the power to, assign or otherwise deal with its rights or obligations under this Contract without the prior written consent of the other party, except that Republic of Everyone may without consent assign or novate this Contract to a successor of the business of Republic of Everyone to which this Contract relates.

13. Force Majeure

Neither of us will be liable to the other for any delay or failure to fulfil their obligations under this Contract to the extent that any such delay or failure arises from causes beyond their reasonable control, including but not limited to fire, floods acts of God, acts or regulations of any government or supranational authority, war, riot, terrorist activities, strikes, lockouts and industrial disputes.