Terms Of Agreement

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PARTIES: The parties to this Agreement are:

Palaris Australia Pty Ltd (“Palaris”)


Name of Company (“the Client”)

The Client has agreed to engage Palaris to provide the Services set out in this Agreement on the following terms and conditions:

1.     Interpretation

1.1   In this Agreement:

Agreement means this agreement and the Proposal.

Background IP means the Intellectual Property rights whether legal or equitable in a Party’s procedures, processes, systems, know-how and methodologies which are pre-existing or developed other than in the performance of the Services and which are made available to the other Party for the purposes of the Agreement.

Confidential Information means the terms of this Agreement and the information of the disclosing Party made available to the recipient Party at any time together with any information that concerns the business, operations, finances, plans or clients, customers or suppliers of the disclosing Party disclosed to or acquired by the receiving Party, but does not include information which is:

(i)     or becomes, public knowledge, other than by a breach of this Agreement;
(ii)    required to be disclosed by law;
(iii)   information already in the recipient Party’s possession; or
(iv)   information the recipient Party received from a third party not under any legal restriction

Contract Documents means any drawings, designs, reports, electronic records and other documents and concepts provided by Palaris to the Client as part of or in connection with the Services.

Date of Agreement means the date the Agreement is entered into by the Parties.

Fee means the amount specified in the Proposal.

Intellectual Property Rights is all beneficial and legal ownership and intellectual and industrial protection rights throughout the world, both present and future, including rights in respect of or in connection with any Confidential Information, copyright, moral rights, inventions (including patents), trademarks, service marks and designs (whether or not now existing and whether or not registered or registrable) and includes any right to apply for the registration of such rights and all renewals and extensions.

Party means a party to this Agreement and Parties means both of them.

Proposal means the document provided by Palaris in relation to the provision of the Services.

Reimbursable Expenses means the reimbursable expenses specified in the Proposal.

Services means the services specified in the Proposal provided and as varied from time to time in accordance with the Agreement.

1.2   The word “includes” in any form is not a term of limitation.

1.3   To the extent permitted by law, this Agreement in respect of the Services:

(i)    embodies the entire understanding of the Parties, and contains the entire agreement of the Parties with respect to its subject matter; and
(ii)   supersedes any prior written or other agreement of the Parties

1.4   A clause or part of a clause of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining clauses or parts of the clause of this Agreement continue in force

1.5   This Agreement shall be construed and governed in accordance with the law of New South Wales, Australia.

1.6   This Agreement may only be varied in writing by the agreement of the Parties.

1.7   Both Parties acknowledge that Palaris is engaged as the Client’s contractor and is not the Client’s employee or agent.

2.     Term

2.1   This Agreement commences on the Date of the Agreement and continues until:

(i)    the Services are performed by Palaris; or
(ii)   the Agreement is terminated under clause 10

3.     Services, payment, fees, disbursements and annual review

3.1   Palaris will:

(i)    provide the Services to the Client for the Fee;
(ii)   invoice the Client for the relevant part of the Fee incurred by Palaris from time to time

3.2   The Client undertakes to:

(i)    pay Palaris the Fees within 14 days after an invoice has been issued under clause 3.1(ii)
(ii)   reimburse Palaris the relevant part of the Reimbursable Expenses within 14 days after an invoice for any part of the Reimbursable Expenses has been issued.

3.3   The Client agrees that should it fail to pay Palaris the relevant part of the Fee and/or Reimbursable Expenses within the time specified in clause 3.2, it will incur interest at a rate of 15% per annum from the date payment was due until the amount is paid in full.

3.4   Palaris will review charge out rates in line with annual fee increases on 1st January each year.

3.5   Travel will be charged at the rate nominated in the proposal.

3.6   A daily meal allowance of $81 (or part thereof) will apply. Where the client provides meals, part payment for meals not provided will apply as follows; (breakfast –$20, lunch-$23, dinner-$38)

4.     Tax and Accounting

4.1   The Client acknowledges that the Fee is calculated exclusive of any applicable taxation.

4.2   The Client acknowledges that it will pay all applicable taxation to the Fee and in accordance with the regulatory requirements in the jurisdiction in which the Services are provided (i.e. GST, VAT, etc.).

5.     Performance of Services

5.1   This Agreement applies to the Services whether they were performed by Palaris before, on or after the Date of this Agreement.

5.2   Palaris is entitled to a reasonable extension of time for the performance of the Services where it is delayed by an event beyond its reasonable control.

6.     Responsibilities of Palaris

6.1   Palaris will:

(i)     carry out the Services promptly and with due care and skill;
(ii)    comply with all reasonable directions of the Client made pursuant to this Agreement;
(iii)   make reasonable enquiries to ascertain the requirements of the Client regarding the Services;
(iv)   inform the Client if it becomes aware of any matter which may materially affect the scope of the Services;
(v)    consult the Client as reasonably required by the Client, regarding the carrying out of the Services;
(vi)   use reasonable endeavours to cooperate with the Client’s and its agents regarding the provision of the Services; and
(vii)  hold insurances required under legislation referable to its business and its own requirements

7.     Responsibilities of the Client

7.1   The Client will:

(i)     from time to time, provide Palaris with relevant current information and/ or documents in the possession or control of the Client in a timely manner, sufficient to enable Palaris to carry out the Services;
(ii)    on Palaris informing it that Palaris requires further information to enable it to perform the Services, promptly provide Palaris with further information;
(iii)   use reasonable endeavours to provide Palaris with accurate information relating to the Services;
(iv)   use reports only the matter proscribed by Palaris, or as otherwise agreed between the Parties.

8.     Liability and Indemnity

8.1   Palaris’ liability arising out of or in connection with the performance or non-performance of the Services is limited to that amount representing the Fee payable by the Client to Palaris referable to this Agreement.

8.2   In no event will Palaris be liable for any loss of revenue, loss of profit, loss of any contract or any other economic or consequential loss (whether direct or indirect) of the Client arising out of or in connection with the performance or non-performance of the Services.

8.3   Except as specifically provided in this Agreement, Palaris does not give any warranty or accept any liability in relation to the performance or non-performance of the Services except to the extent, if any, required by law.

8.4   The Client will indemnify Palaris in relation to consequential expenses, damages and costs arising from the circulation or use of any reports prepared in connection with the Services, whether by the Client or associated companies other than for their intended purpose.

9.     Variation

9.1   The Client may request Palaris, in writing, vary the Services, provided the variation is within the general scope of the Services.

9.2   If the Client requests a change to the Services under clause 9.1, the Client will grant Palaris a reasonable extension of time to provide the Services.

9.3   Where a change to the Services is requested by the Client under clause 9.1 Palaris, Palaris will be entitled to:

(i)     adjust its Fee for the varied Services in accordance with the Proposal; or
(ii)    should no provision for variation be made in the Proposal, adjust its Fee by a reasonable amount reflecting the increased costs of performing the Services as a result to the change to the Services together with a reasonable amount for overheads and profit as agreed between the Parties

10.     Termination and Suspension

10.1   Either Party may terminate this Agreement:

(i)     for convenience by giving 30 days prior written notice to the other Party;
(ii)    comply with all reasonable directions of the Client made pursuant to this Agreement;
(iii)   make reasonable enquiries to ascertain the requirements of the Client regarding the Services;

10.2   Palaris may suspend or terminate this Agreement if Client does not pay any money outstanding to Palaris for more than 14 days from the due date.

10.3   Upon termination of this Agreement, Palaris is:

(i)     immediately entitled to payment of that portion of the Fee and Reimbursable Expenses in respect of the Services performed up to an including the date of termination and any interest payment on that amount as calculated under clause 3.3; and
(ii)    where it has terminated the Agreement pursuant to clause 10.1 or 10.2, entitled to recover any costs, losses and damages suffered or incurred by it arising out of or in connection with any breach of contract by the Client or the termination of the Agreement

11.     Force Majeure

11.1   Where Palaris is unavoidably delayed or prevented from providing the Services for a reason beyond Palaris’ reasonable control, then the timeframe for the provision of the Services will be extended by a reasonable period as agreed between the Parties.

12.     Confidential Information

12.1   The Parties agree and undertake to keep confidential and not disclose to any third party without the prior written consent of the other Party, any Confidential Information which may become known to the Party as a result of this Agreement and the provision of the Services.

12.2   Each Party acknowledges and agrees that clause 12.1 will survive the expiration or termination of this Agreement.

12.3   Following the expiration or earlier termination of this Agreement, each Party must deliver to the other Party any Confidential Information it has received from that Party in relation to this Agreement, within a reasonable time after a request by that other Party for the information.

13.     Intellectual Property Rights

13.1   The Parties acknowledge that each Party retains titles to its Background IP.

13.2   Subject to clause 13.1, Palaris retains Intellectual Property Rights in the Contract Documents.

13.3   Palaris grants the Client a licence to use the Contract Documents only for the purposes for which those documents are prepared and provided to the Client, unless otherwise agreed to by the Parties in writing.

13.4   The licence in clause 13.3 terminates on the termination of this Agreement by Palaris pursuant to clauses 10.1(ii), 10.1(iii) or 10.2.

14.     Dispute Resolution

14.1   The Parties agree that they will negotiate in good faith any dispute arising during the course of this Agreement.

14.2   Should the Parties fail to resolve a dispute within 14 days of being notified of the dispute, the Parties reserve their right to pursue alternative action

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