Terms of Trade
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.