Terms and Conditions

Thank you for considering Relevate for your business needs. We wish to confirm your understanding of the term and terms of engagement with us, and the nature and limitations of the Services that we provide. In conducting this engagement, information acquired by us in the course of the engagement is subject to strict confidentiality requirements. That information will not be disclosed by us to other parties except as required or allowed for by law, or with your express consent.

These terms apply to any current engagement and also to any future engagement, whether or not we send you another copy of them. We are entitled to change these Terms from time to time. You agree that these Terms form the agreement under which we will supply Services to you. Please read these Terms carefully.

Contract

This Consulting Agreement, (this “Agreement”), is made and entered into by and among you (referred to as the “Company” whether or not you are an individual or trading entity) and Relevate (the “Consultant”).

PART 1 | SCOPE OF WORK

1.1 Access to Information

You  are required to arrange for reasonable access by Relevate Consulting Pty Ltd (referred to as ‘Relevate’, ‘the Company’, ‘us’ and ‘we’ in these Terms of engagement) to relevant individuals and documents and shall be responsible for both the completeness and accuracy of the information supplied to us. No part of this engagement implies a partnership or employment relationship.

1.2 The Services

If we provide a fixed fee quote it must be in writing and signed, then we will complete the Services to that quote unless the services are outside of the original scope. Fixed price projects are limited in maximum hours spent on the project by the total project fee divided by the technician hourly rate, you will be charged additional fees for work outside of this. In these circumstances the additional costs will be at our standard hourly rates for any additional services required which may change from time to time and where possible may be quoted to you for acceptance prior to commencement of those additional services. We have discretion as to whether we accept your request for additional services and whether an adjustment to the project Fee may be required. If we provide you with a verbal estimate of services then this does not constitute a quote and we may charge on an hourly basis. Where we provide implementation and training services you agree that you are engaging us for the services and your agreement with the software vendor is separate. We do not accept liability for outages, loss of data, software platform limitations, service issues or any other problems with the platform itself. Any requests for us to handle support issues on your behalf with the software vendor may be billable at our discretion and you authorise us to take any action necessary to ensure business continuity and that we may, at our discretion, charge fees for any time spent handing the issues.  

1.3 Disbursements

In providing Services to you we may incur disbursements or have to make payment to third parties on your behalf. These will be included in our invoices to you when the expense is incurred. In some cases, we may require advance payment for the disbursements or expenses which we will be incurring on your behalf. The following is a list of resources that will be at your cost unless otherwise agreed in writing:

• Software and/or ongoing subscription costs for any operational management tools set up and used on your behalf;
• Printing for any procedures, documents and forms or any other documents in the course of providing the Services;
• Equipment leasing costs for any equipment required for providing the Services that the Company may not currently own, such as iPads, projection equipment, vehicles etc;
• Payment for any other costs such as website creation, bulk data management, professional fees or any other cost incurred in providing the Services;
• Travel costs, accommodation and meals beyond 25 km from our office address; and
• Any other costs we deem reasonably necessary to perform the Services.

PART 2 | COMPENSATION FOR CONSULTING SERVICES

2.1 Responsible Party

If you direct us to bill a third party on your behalf and expect that third party to pay the bill on your behalf, you remain responsible for payment until the bill is paid or if the third party fails to pay us.

If Invoices are unpaid after the payment date, we have the right to engage debt collection services for the collection of unpaid and undisputed debts, and the right to commence legal proceedings for any outstanding amounts owed to us.

We reserve the right to charge recovery costs for any amounts that are unpaid after the payment date including interest and debt collection costs.

2.2 Non-Payment

In the case of non-payment, we retain all ownership rights to all Intellectual Property of any kind created by us for you and lien will exist over all documents, items concepts whatsoever until all debts are paid. You may not reproduce our Intellectual Property or provide it to a third party without our express consent or unless you expressly purchase the Intellectual Property from us.

2.3 Payment

In consideration for the Services, you agree to pay Relevate at the fee outlined in the proposal. Where a project is billed by phases, each phase is billed and is payable in advance of us commencing the next phase and we may determine when a phase is billable at our sole discretion.

If no proposal is agreed upon you agree to pay the standard hourly rates listed below:

• Technician $190.00
• Developer $230.00
• Consultant $275.00
• Senior Consultant $300.00
• Associate $350.00
• Partner $450.00

Hourly rates are modified under certain conditions based on the higher of the applicable multiple listed below and are non-compounding:

• Public Holiday Multiplier: X 2
• After Hours Multiplier: X 1.5
• Onsite Multiplier: X 1.25

All amounts are stated in Australian dollars.  All amounts exclude GST (where applicable). We may choose the rate based either on the task or the staff rate of the person doing the work. Payment may be made by way of credit card, PayPal or other payment methods agreed when purchasing our Services. Our fees are fair and reasonable in relation to you and us having regard to the time expended, the skills required, the importance of the Services, the urgency required, the risk, the complexity, the preclusion from other work, the costs of running the business and the average market rate of similar Services. We reserve the right to periodically increase our prices in line with market rates and Consumer Price Index changes twice per calendar year.

If you schedule a meeting or meetings with us that are billable and you cancel or not attend those meetings without providing a minimum of 4 hours notice of cancellation then we retain the right to charge for the meeting at the rates applicable to that meeting or at a lesser amount at our discretion. If you reschedule a meeting more than once under a fixed fee quote arrangement then we may charge additional fees at our standard rates. If we encounter unexpected issued caused by a third party or vendor that cause delays or additional work to resolve those issued and deliver the project we will charge for the time at our standard rates in dealing with those issues over and above any fixed fee quote and we are not liable for any delays or additional costs incurred by these delays.

Relevate shall invoice you and such invoices shall be non-negotiable and shall be due and payable within 15 days of the issue date of the invoice. Where available, you authorise the Company to automatically debit any credit/debit card(s) placed on file with the Company during the ordering process or via subsequent account updates on the due date of each invoice. Where we have a prepaid service agreement, and your prepaid balance is consumed by 90 per cent or more, you authorize us to automatically charge and recredit your prepaid hours balance up to the full agreed amount. Should your credit card be declined for any reason, the Company will contact you to notify you of the declined charge and will continue to resubmit the credit card on file for payment until the balance is paid in full. If the Company is not able to charge your credit card as noted above for the full amount due, you authorise the Company to split the total amount due across multiple debit transactions to the credit card(s) on file equalling the total amount due. Relevate reserves the right to charge a late payment administration fee of $35 or 2% of invoice value on a 30-day recurring basis, whichever is greater. If you do not pay by the payment date, we may cease to provide the Services to you until we receive payment.

2.4 Indemnity

You agree to indemnify, defend, and protect Relevate from and against all lawsuits and costs of every kind pertaining to your business including reasonable legal fees due to any act or failure to act by you based upon the Services. Relevate’s liability is limited to the fullest extent permitted by law. Except for your Statutory Rights, we exclude all express and implied warranties representations and guarantees and all material and work is provided to you without warranties, representations and guarantees of any kind, either express or implied. We expressly exclude all warranties including but not limited to implied warranties of merchantability and fitness for a particular purpose.

To the extent permitted by law, we exclude all liability for:

(a)       the Services being unavailable; and

(b)       any Claims (whether direct, indirect, incidental, special, consequential and/or incidental), for loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation, or any indirect, remote, abnormal or unforeseeable loss, or any loss or damage relating to business interruption or otherwise, suffered by you or made against you, arising out of or in connection with your inability to access or use the Services, or the late supply of Services, even if we were expressly advised of the likelihood of such loss or damage. To the extent permitted by law, our total liability arising out of or in connection with the Services, however arising, including under contract, tort including negligence, in equity, under statute or otherwise, is limited to us re-supplying the Services to you, or, at our option, us refunding to you the amount you have paid us for the Services to which your claim relates. Our total liability to you for all damages in connection with the Services will not exceed the fees paid by you under these Terms for the 12 month period prior to the act which gave rise to the liability.

2.5 Acceptance

If you ask us to undertake services or take actions on your behalf or accept a proposal and/or take actions to ratify this acceptance (including accepting the proposal online; confirming verbally or by email that you accept the proposal, instructing us to proceed with the Services; or making part or full payment for the Services) without signing an agreement and/or allow us to continue work then this Agreement, its terms and conditions are deemed to be accepted. No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.

2.6 Refunds

You understand that all Services rendered by the Company are provided on a non-refundable basis. Fees are not dependent upon results and no specific outcome may be promised. This includes, but is not limited to, setup fees, monthly fees, upgrade fees, professional Services fees, regardless of usage. Prepaid fees will be allocated to time and expenses as they are incurred. If cancellation is requested, un-allocated fees may be applied to other Services requested by the customer within 30 days of the cancellation. If not used after 30 days, the balance becomes fully earned for having reserved availability for you and becomes fully non-refundable.

2.7 Termination

All requests for service cancellation must be made in writing a minimum of 30 days prior to the renewal date of the Services being cancelled. Failure to provide written notice at least 5 days prior to the renewal date will result in a full billable monthly cycle prior to cancellation. Where all Services are considered to be provided on a strictly prepaid basis, no prorated or partial refunds will be made. All outstanding invoices must be paid in full prior to requesting cancellation, and all unpaid charges must be satisfied prior to the return of any customer-owned equipment or data.

PART 3 | RIGHTS AND DATA

3.1 In Case of Breach

Should you violate any of these Terms, the Company will attempt to contact you by email or telephone before taking any action where avoidable. However, the Company will pursue whatever action is necessary to serve its best interest in these cases, even if that should necessitate the suspension or termination of the Services without any type of notification.

3.2 Termination

Either Party may terminate these Terms if there has been a material breach of these Terms, subject to following the dispute resolution procedure.

We may terminate these Terms immediately, at our sole discretion, if:

• you commit a non-remediable breach of these Terms;
• you commit a remediable breach of these Terms and do not remedy the breach within 10 days after receiving notice of the breach;
• we consider that a request for the Service is inappropriate, improper or unlawful;
• you fail to provide us with clear or timely instructions to enable us to provide the Services;
• we consider that our working relationship has broken down including a loss of confidence and trust;
• you act in a way which we reasonably believe will bring us or our Site into disrepute;
• you provide us with incorrect payment details or any other incorrect information;
• an Invoice is overdue and you fail to pay an Invoice by the due date; or
• for any other reason outside our control which has the effect of compromising our ability to perform the Services within the required time frame.

On termination of these Terms you agree to promptly return (where possible), or delete or destroy (where not possible to return), our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and Intellectual Property. On termination of these Terms, we agree to promptly return (where possible), or delete or destroy (where not possible to return), your Confidential Information and Intellectual Property, and/or documents containing or relating to your Confidential Information and Intellectual Property. On completion of the Services, we will retain your documents (including copies) as required by law or regulatory requirements.  Your express or implied agreement to these Terms constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on termination of these Terms.

3.3 Our Intellectual Property

The work and materials that we provide to you in carrying out the Services (Materials) contain material which is owned by or licensed to us and is protected by Australian and international laws.  We own the Intellectual Property rights in the Materials including but not limited to copyright which subsists in all creative and literary works incorporated into our Materials. You agree that, as between you and us, we own all Intellectual Property rights in our Materials, and that nothing in these Terms constitutes a transfer of any Intellectual Property rights in our Materials, except as stated in these Terms or with our written permission. Your use of our Materials does not grant you a licence, or act as a right to use, any Intellectual Property in the Materials, whether registered or unregistered, except as stated in these Terms or with our written permission.

PART 4 | GENERAL PROVISIONS

4.1 Construction of Terms

If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.

4.2 Governing Law

This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of Queensland.

4.3 Entire Agreement

This Agreement constitutes the entire agreement and sets forth the entire understanding and agreement of the parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings in respect to the subject of this Agreement, whether written or oral.

4.4 Modification

No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the party against whom the same is sought to be enforced.

4.5 Privacy

We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.

4.6 Publicity

You consent to us using advertising or publicly announcing that we have provided Services to you, including but not limited to mentioning you on our website and in our promotional material.

4.7 Email

You acknowledge that we are able to send electronic mail to you and receive electronic mail from you.  You release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.

4.8 Force Majeure:

We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control. 

We appreciate your trust in us and will hold your information in confidence. Our ability to perform any work depends on your cooperation. If you have any questions, please contact us.