Client Services Agreement
Engagement
Purpose and Scope
The engagement of Sentier Consulting is to provide with the services listed in the Proposal.
Responsibilities
Sentier Consulting will ensure that all services are provided in accordance with agreed timeframe (as noted in the Proposal) and to a professional standard.
Clients are required to arrange for reasonable access by us to relevant individuals and documents and shall be responsible for both the completeness and accuracy of the information supplied to us.
Period of Engagement
This engagement will start upon acceptance of the terms of engagement as noted by execution of this agreement. The coaching arrangement is anticipated to occur over a 6 month period, from the date of the first session. Should the program not be completed during this period, remaining sessions will expire unless prior arrangements are agreed.
Confidentiality
In conducting this engagement, information acquired by us during 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.
Professional Fees
The fee arrangement is based on the expected amount of time and the skill level of staff required completing the services at the respective hourly rates. Where quotations have been provided for specific services, these quotations will provide adequate detail of all time and allocated staff and rates. If circumstances of the services to be provided change from the original quotation, a new quotation between the two parties will be agreed before any further work is undertaken.
Terms of Trade
The terms of payment are as stated in the annexed General Conditions. Once you are satisfied with the terms of our engagement, please sign via the online form.
Client Services General Conditions
Sentier Consultants Pty Ltd ACN 665 561 295 trading as Sentier Consulting
16/47-51 Domain Street, South Yarra VIC 3141
General Conditions
A. The Client has requested that Sentier Consultants Pty Ltd trading as Sentier Consulting (Sentier Consulting) provide the Services.
B. The parties have agreed that Sentier Consulting shall provide the Services on the terms and conditions set out in this Agreement.
The parties agree:
DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Agreement, unless inconsistent with the context or subject matter:
Agreement means this deed, any terms of the General Conditions and any information contained on the first page of this document.
Business Day means any day except:
- a Saturday or Sunday; or
- any other day the whole or any part of which is observed as a public holiday throughout Victoria, Australia.
Client’s Personnel means any person the Client has engaged Sentier Consulting to work with for the purposes of providing the Services.
Confidential Information means information disclosed by or on behalf of one party to another party in connection with this Agreement which has been designated as confidential by the party disclosing the information, or information which by its nature should reasonably be considered to be confidential, but does not include:
a) any information which is in the public domain at the time of its disclosure or subsequently becomes part of the public domain other than as a result of a breach by the person receiving the Confidential Information;
b) any information that was known to the party receiving the Confidential Information at the time of disclosure of the Confidential Information except as a result of a prior confidential disclosure by the party disclosing the Confidential Information, or
c) any information that is disclosed to the party receiving the Confidential Information by any third-party who is not known to the party receiving the Confidential Information to be acting in breach of a confidentiality obligation owed to the party disclosing the Confidential Information.
Intellectual Property includes without limitation copyright, trade marks, patents, business and domain names, inventions and confidential information, processes, know-how, designs and other like rights whether recorded in writing or otherwise and includes any of the following:
a) any Confidential Information;
b) information (including designs and other documentation) drawn, written created, produced or developed by Sentier Consulting under this Agreement;
c) data, source codes and other information technology relating to or connected with the Services
d) books and records relating to or connected with the Services;
e) advices (including without limitation verbal advices) relating to or connected with the Services;
f) technical information, including trade secrets, drawings, plans, encryptions, codes and product descriptions and information relating to or connected with the Services;
g) agreements relating to or connected with Sentier Consulting;
h) ideas or models relating to or connected with the Services, even if not reduced to material form; and
i) all present and future copyright, trade marks, patents, processes, know-how, designs and other like rights relating to or connected with the Services.
Loss means any loss, liability, cost, charge, expense, tax or damage of any nature whatsoever, including lost profits, loss of goodwill, loss of business, loss of production and any other special, incidental, exemplary, compensatory or consequential damages, losses or expenses (howsoever arising or caused, including by, without limitation, negligence).
Policy means any policy of Sentier Consulting in place from time to time including without limitation any policy relating to privacy, fees, refunds and service.
Proposal means the document at the start of this which sets out the scope of works, Fees and other details relating to the Services to be provided by Sentier Consulting to the Client.
Services means the services as set out in the Proposal.
Term means the term of this Agreement, commencing on the Commencement Date and ending on the date this Agreement is terminated.
1.2 Interpretation
a) Defined terms in this Agreement which are not defined in clause 1.1 have the meaning given to them by the first page of this Agreement.
b) No provision of this Agreement will be construed adversely to a party because that party was responsible for the preparation of that provision or this Agreement.
c) A reference to an amount of dollars, Australian dollars, $ or A$ is a reference to the lawful currency of the Commonwealth of Australia, unless the amount is specifically denominated in another currency.
d) Specifying anything in this Agreement after the terms ‘include’, ‘including’, ‘includes’, ‘for example’, ‘such as’ or any similar expression does not limit the sense of the words, description, definition, phrase or term preceding those terms unless there is express wording to the contrary.
2. Services
a) Sentier Consulting (including its employees, agents and consultants) agrees to provide the Client with the Services.
b) Sentier Consulting will endeavour to provide the Services by the relevant dates specified in the Proposal, however these dates are not binding on Sentier Consulting.
c) The Services are provided on a non-exclusive basis.
3. Fee
a) In consideration of Sentier Consulting providing the Services, the Client agrees to pay Sentier Consulting the Fee, plus GST and disbursements (unless noted otherwise).
b) Sentier Consulting will issue a valid tax invoice for each instalment of the Fee, which must be paid in accordance with the terms set out in the Proposal.
c) Overdue invoices will incur interest at the rate specified in the Penalty Interest Rates Act 1983 (Vic), accruing daily from the date payment was due until the date full payment of the Fee, GST and disbursements is made. Sentier Consulting shall be entitled to recover from the Client any additional costs it incurs in the recovery of an overdue invoice including debt recovery fees and any solicitor costs on an indemnity basis.
d) If any invoice is unpaid on its due date, Sentier Consulting may, in its sole discretion, suspend the performance of the Services until such time as the Client makes payment of the relevant tax invoice and if Sentier Consulting do suspend performance, it shall be entitled to any extension of time to perform the Services relative to the length of the suspension plus a reasonable period of time for mobilisation post-suspension.
e) The Fee must be paid into the bank account or otherwise paid in the manner nominated by Sentier Consulting as will be listed on the tax invoice provided.
f) Unless otherwise specified in the Proposal, the Fee is exclusive of disbursements, such as, without limitation, travel expenses incurred by Sentier Consulting in providing the Services.
g) The Client must pay the Fee, GST and disbursements without set-off or claim under any circumstances, including if a dispute exists in relation to the Services.
h) To the extent permitted by law, the Fee is non-refundable (except where otherwise provided).
4. Client Obligations
4.1 The Client agrees to provide all information, documentation and assistance reasonably required by Sentier Consulting in order to provide the Services in accordance with this Agreement.
4.2 The Client agrees to use the Services in accordance with this Agreement and the Policies.
4.3 The Client’s use of the Services, and the Client’s provision of information, must not:
a) be false, inaccurate or misleading;
b) be fraudulent or deceptive;
c) infringe any third party’s copyright, patent, trademark, trade secret, intellectual property or other proprietary rights or rights of publicity or privacy; or
d) violate any applicable law.
4.4 The Client acknowledges that Sentier Consulting may be engaged to work directly with the Client’s Personnel and that:
a) Sentier Consulting does not provide any warranties with respect to the potential outcomes from any engagement with the Client’s Personnel;
b) the Client and the Client’s Personnel are responsible for the success of the engagement and that Sentier Consulting is unable to force either the Client or the Client’s Personnel to achieve any specific outcome without engagement from the Client or the Client’s Personnel (as the case may be);
c) that the Services will require a collaborative approach between Sentier Consulting, the Client and/or the Client’s Personnel.
4.5 The Client agrees that it will not, without the prior approval of Sentier Consulting, engage directly with any of Sentier Consulting’s employees, consultants, contractors, suppliers or otherwise in respoect of the provision of services identical to or similar to the Services.
4.6 The Client acknowledges and agrees that a breach of this clause 4 may lead to an increase in the Fee payable under this Agreement, or may cause Loss to Sentier Consulting, in respect of which the Client will be liable.
5. Breach and Termination
5.1 Without limiting other remedies available to Sentier Consulting at law, in equity or under this Agreement or any other Policy or otherwise, Sentier Consulting may, in its sole discretion, terminate this Agreement if:
a) the Client breaches this Agreement or any Policy or the terms and policies those documents incorporate by reference; or
b) Sentier Consulting believes that the Client’s actions may cause legal liability for Sentier Consulting or other clients; or
c) Sentier Consulting has reasonable cause to believe that the Client will default; or
d) in Sentier Consulting’s sole opinion, the Client’s conduct, acts or omissions threaten, interfere or impact upon the integrity or credibility of Sentier Consulting or its Services.
5.2 This Agreement shall terminate following completion of the Services and payment of the Fee.
5.3 Sentier Consulting may otherwise terminate this Agreement by providing 10 Business Days’ notice in writing to the Client and the Client shall pay all outstanding Fees within 10 Business Days of the date of termination.
5.4 Termination of this Agreement shall be without prejudice to the rights and liabilities of the parties which arose prior to the termination.
6. No Warranty
6.1 The Client agrees that the Services are provided by Sentier Consulting on an “as is” basis without any warranties, representations, or conditions of any kind, whether express, implied or statutory, to the extent permitted by law
6.2 Without limitation to clause 6.1, Sentier Consulting does not warrant or represent that the Services will result in increased sales, revenues, profits, customers or any other outcomes for the Client.
6.3 To the extent permitted by law, Sentier Consulting’s liability for breach of non-excludable condition or warranty implied by law is limited to $100.
7. Liability and Indemnity
7.1 The Client hereby releases Sentier Consulting from liability in relation to any claims, demands, actions, proceedings or prosecutions brought by the Client, howsoever arising, in connection with Losses suffered by the Client arising out of Sentier Consulting’s provision of the Services.
7.2 The Client agrees to indemnify Sentier Consulting from and against all liabilities, Losses, costs and expenses reasonably incurred by Sentier Consulting or its officers, employees, contractors and agents, arising from any claims, demands, actions, proceedings or prosecutions by Sentier Consulting against the Client or any party against Sentier Consulting where such Loss or liability was caused by an actor or omission of the Client in connection with the Client’s obligations performance of its obligations under this Agreement.
7.3 The Client must pay to Sentier Consulting all costs incurred by Sentier Consulting (including legal costs on a solicitor-own client basis) in recovering amounts owed by the Client to Sentier Consulting, as a liquidated debt due and payable upon demand.
8. Confidential Information
8.1 Subject to 8.2, during the Term and following termination of this Agreement, each party must keep confidential and must not use, disclose or otherwise disseminate the other party’s Confidential Information except as necessary to perform this Agreement or as required by law.
8.2 If a government, regulatory authority or court orders a party to disclose information which is Confidential Information, the party receiving the request (and to the extent permitted) must immediately advise the other party and will disclose only such Confidential Information necessary to comply with the order.
8.3 Each party authorises the other party to disclose Confidential Information to its auditors, professional advisors, agents and any related bodies corporate.
8.4 If requested by a party, the other party must immediately return all of that first party’s Confidential Information, and any copies of the Confidential Information.
8.5 In the event of a breach or threatened breach of clause 8 by a party, the other party will be entitled to an injunction restraining the first party from committing any breach of this Agreement without showing or proving actual damage sustained or likely to be sustained.
8.6 Unless otherwise agreed, the Client acknowledges that if Sentier Consulting obtains in the course of its performance of its Services, any information which is Confidential Information of the Client’s Personnel (regardless of its relevance to the Client), Sentier Consulting shall be under no obligation to disclose it to the Client.
8.7 This clause will survive the expiration or termination of this Agreement.
9. Intellectual Property
9.1 Upon the payment of all Fees, Sentier Consulting:
a) agrees that the Client owns all rights in and to all Intellectual Property produced in connection with the Services;
b) to the extent necessary to give effect to this clause, assigns all such Intellectual Property to the Client;
c) undertakes not to take, permit or omit any action which would or might:
i) invalidate or put in dispute the Client’s title to the Intellectual Property or any part of it;
ii) oppose any application for registration or invalidate any registration of the Intellectual Property or any part of it;
iii) support any application to remove or undo the Client’s title in the Intellectual Property or any part of it; or
iv) assist any other person directly or indirectly in any of the above
9.2 On and from the date upon which the assignment of the Intellectual Property under clause 9.1, the Client grants Sentier Consulting with a sub-licensable, transferable, world-wide, non-exclusive, royalty-free licence to use the Intellectual Property including for commercialisation.
9.3 This clause 9 will survive the expiration or termination of this Agreement
10. General
10.1 Governing law
a) This Contract is governed by the laws of Victoria and the Commonwealth of Australia which are in force in Victoria.
b) The parties submit to the jurisdiction of the Courts of Victoria, relevant Federal Courts and Courts competent to hear appeals from them.
10.2 No Waiver
a) No party may rely on the words or conduct of any other party as being a waiver of any right, power or remedy arising under or in connection with this Agreement unless the other party or parties expressly grant a waiver of the right, power or remedy. Any waiver must be in writing, signed by the party granting the waiver and is only effective to the extent set out in that waiver
b) Words or conduct referred to in clause 10.2(a) include any delay in exercising a right, any election between rights and remedies and any conduct that might otherwise give rise to an estoppel.
10.3 Assignment
a) This Agreement may be assigned by Sentier Consulting, in Sentier Consulting’s sole discretion, to Sentier Consulting’s Related Entities or third parties.
b) The Client may not assign the Agreement without Sentier Consulting’s prior written consent.Counterparts
10.4 Counterparts
This Agreement may be executed in any number of counterparts. All counterparts taken together constitute one instrument. A party may execute this Agreement by signing any counterpart. The date on which the last counterpart is executed is the date of this Agreement. Communication of the fact of execution to the other parties may be made by sending evidence of execution by email.
10.5 Costs
The parties must bear their own costs of and incidental to the negotiation, preparation and execution of this Agreement.
10.6 Severability
a) If the whole or any part of a provision of this Agreement is or becomes invalid or unenforceable under the law of any jurisdiction, it is severed in that jurisdiction to the extent that it is invalid or unenforceable and whether it is in severable terms or not
b) Clause 10.6(a) does not apply if the severance of a provision of this Agreement in accordance with that clause would materially affect or alter the nature or effect of the parties’ obligations under this Agreement.
10.7 No Merger
On completion or termination of this Agreement, the rights and obligations of the parties set out in this Agreement will not merge and any provision that has not been fulfilled remains in force.
10.8 Survival
Any clause which by its nature is intended to survive termination or expiry of this Agreement will survive such termination or expiry.
10.9 Further Action
Each party must do all things (including completing and signing all documents) reasonably requested by the other party that are necessary to give full effect to this Agreement and the transactions contemplated by this Agreement.
10.10 Entire Agreement
This Agreement states all the express terms agreed by the parties about its subject matter. It supersedes all prior agreements, understandings, negotiations and discussions in respect of its subject matter.
10.11 No Reliance
No party has relied on any statement, representation, assurance or warranty made or given by any other party, except as expressly set out in this Agreement.
10.12 Relationship of Parties
Nothing in this Agreement establishes or creates a joint venture, partnership, consortium, franchise, employment or agency relationship between the parties.