Terms of Business
Terms of Business
GERALD CHAIT STRATEGIC MARKETING/GROW MY LAW FIRM
(Effective 01 January 2019)
In these Terms of Business:
GST has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Participant means a person that participates in the Project conducted by us.
Project(s) means any consulting or services requested by you or described in the Proposal.
Proposal means a document which details the scope and nature of the Project.
You (Your) are the client.
We (Us or Our), Gerald Chait Strategic Marketing/Grow My Law Firm are the providers of the services.
1. Quoted Fees
a) Fees quoted in Proposals are valid for a period of 30 days from the date of the Proposal after which time they may be subject to change.
b) Unless otherwise stated, all fees are quoted in AUD and all fees, disbursements or other sums payable by you are quoted exclusive of GST.
c) Fees quoted are based on our best estimate and our assumed role in the preparation, management (including meetings) and reporting of the Project. We reserve the right to revise our quote for the Project at any time if the scope or depth of the Project extends beyond that which is detailed in the Proposal, or where an error or omission has been made.
2. Payment of Fees
a) We will invoice You a maximum of twice monthly, or as agreed, either in advance or following services delivered.
b) We will give you a tax invoice for each payment.
c) You agree to pay Us the amounts shown in Our tax invoices within 14 days of the date of those invoices. You will not be entitled to assert any credit, set-off or counterclaim against Us in order to justify withholding payment of any such amount in whole or in part.
d) If You do not pay Our tax invoice by the due date, We may suspend work on the Project until You have paid the amount of the outstanding tax invoice in full.
e) We have a lien over all work and retain copyright in Our proposals, concepts and finished material pending payment.
f) Any changes, corrections or work additional to the original brief will be charged at an hourly rate applicable to the service provided at the time, or where requested by You, a pre-agreed fee negotiated between Us and You.
g) In the event of overdue payment, interest shall accrue on the invoice amount at the rate of 2 per cent over the base rate of the Reserve Bank of Australia.
h) If You subsequently require Us to complete the work within a shorter time frame than initially specified, We reserve the right to charge additional monies to prioritise such projects ahead of pre-planned work.
a) Unless stated otherwise in the Proposal, all disbursements incurred in the course of working on the Project including, all travel and incidental expenses incurred by Us and related to the provision of services will be invoiced to You, in addition to the fees quoted in the Proposal.
b) Project Postponement, Changes or Cancellation: In the event the Project is cancelled, postponed or changed by you, we reserve the right to render a tax invoice to you for all costs and executive time incurred on the Project up to the time that a written notice of cancellation, postponement or change is received by us.
c) In addition to any other amounts that you have agreed to pay, you will pay us any expenses, costs or disbursements incurred by us in recovering any outstanding monies, including debt collection fees, agency fees and legal fees from you.
4. Intellectual Property Rights and Compliance
a) When You provide any text, image or representation (“Materials”) to Us for incorporation into the services, You hereby grant or agree to procure the grant of (as applicable) an irrevocable licence to Us to use such Materials for the purposes of providing the services.
b) You shall be responsible for ensuring that the contents of Materials which You have contributed or approved are not in contravention of legislation, decency, marketing rules or any other third-party rights. We shall be entitled to reject and delete such material without incurring any liability.
c) You undertake to comply with all applicable rules, regulations, codes of practice and laws relating to Your use of the Services.
5. Contract Creation
a) Proposals are valid for a period of 30 days from the date of the Proposal after which time they may be subject to change.
b) The acceptance of our Proposal by you constitutes an order on us to undertake the Project to which it relates.
c) All verbal and/or written requests for Us to provide services constitutes acceptance of a Proposal or agreement to initiate the provision of services.
d) We shall have the right to make any changes to the Services which are necessary to comply with any applicable law.
e) We shall be entitled to use subcontractors for the provision of services provided to You by Us.
f) Conditions and warranties implied by law which cannot be excluded apply, but only to the extent required by law. All other implied conditions, warranties and rights, including any implied by custom, usage or other circumstances are expressly excluded.
g) We are not liable to you in respect of any indirect loss or consequential loss suffered by you (including, but not limited to, any loss of profit or business opportunity).
h) In addition, and to the full extent permitted by law, our total liability to you, and persons claiming through you, whether arising under contract, in tort, by breach of statute (or liability under or implied by statute), or otherwise will not in any circumstances exceed the fees which you have paid to us in relation to the Project which has given rise to the liability. This limit applies irrespective of the number of claims or events (even if linked) giving rise to them.
i) We are not liable to you for any consequences as a result of communicating with you by email including any interference with the email by a third party or any delay or non-delivery of the email.
j) We will make reasonable efforts to meet the Project schedule set out in the Proposal. However times specified are only approximate and not binding on us.
k) You shall provide assistance and technical information to Us, as reasonably required by Us in sufficient time to facilitate the execution of services. In the event that the services cannot be delivered either in full or in part due to Your failure to assist or delay in assisting in the execution of services where required, We shall be entitled to charge You an estimated amount, corresponding to the amount that would have been due had the services been delivered.
l) You hereby acknowledge that certain services rely upon goods and/or services being provided by third parties (‘Third Party Services’). You acknowledge that the Third Party Services will be governed by that third parties’ terms and conditions and that We cannot provide any warranties in respect of the Third Party’s Services and will not be liable to You for any delays and/or failings in respect of the same. Providers of Third Party Services may provide their own warranties to You and You must satisfy yourself whether or not such warranties (where given) are acceptable for Your business purposes or risk management policies.
m) Our responsibility in respect of Third Party Services is to take reasonable care and skill when selecting the providers of the same.
6. Force Majeure
a) We will not be liable to compensate you for any loss suffered, consequential or otherwise, as a result of any delay or failure to perform our obligations in respect of the Project following the occurrence of an event that is beyond our reasonable control. These events include, but are not limited to acts of God, war, strikes, block-outs, accidents, fire, failure of our sub-contractors and/or suppliers to deliver any merchandise or perform any service, blockade, import or export embargo, natural catastrophes or other obstacles over which we have no control.
a) We will not disclose, without your permission, during or after completion of the Project, any Confidential Information resulting from the Project commissioned and paid for by You. These restrictions cease to apply to any confidential information which may (otherwise than by Our default) become available to the public generally.
b) Any information that We disclose to You, either orally or in writing, is disclosed in confidence. Further, all ideas expressed in our presentations and/or written reports are Our confidential information and must not be disclosed to any third party by You without Our prior written consent.
c) For the purpose of this clause, confidential information includes any information that is notified to the recipient as confidential, marked as confidential by the disclosing party or that is otherwise clearly confidential information of the disclosing party.
a) We reserve the right, subject to the confidentiality obligation in clause 7, to work for or accept retainers from other clients in a business which competes directly or indirectly with your business.
9. Intellectual Property
a) All copyright in material developed exclusively for Your use remains with Us until all of Our fees have been paid in full.
b) You acknowledge that copyright in material assigned to You does not include any copyright that subsists in processes used (or techniques developed) by Us in executing the Project.
c) All copyright subsisting in Our systems, content and processes (other than the written content you receive) belongs to Us and is not assigned to You.
d) You hereby irrevocably license Us to use and display Your name, figure, logo etc. as a reference on Our website, other marketing materials or types of media as a client of the Company. You agree to send the Company it’s most recent logo or figure as and when it is amended from time to time.
a) You shall have sole responsibility for ensuring the accuracy of all information provided to Us.
b) We shall have no liability to You for any loss or damage whatsoever arising from or in connection with the provision of the services or for any claim made against You by any third party.
c) You shall indemnify Us against all liabilities, damages, losses and expenses suffered or incurred by Us as a result of the Materials which You have contributed or approved being in contravention of legislation, decency, marketing rules or any action that any such Materials infringe any Intellectual Property Rights or other proprietary rights of a third party, or for breach of confidentiality or contract or for defamation.
11. Governing law
a) The contract between Us and You, its meaning and interpretation and the relationship between the parties are to be governed by the laws of the state of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia.
12. Terms of Business
a) These Terms of Business are subject to change by US from time to time as required.