GENERAL TERMS AND CONDITIONS

TERMS OF SERVICE

This service agreement (“Agreement”) commences on the date both parties accept the terms and will continue indefinitely until terminated as outlined below. Either party may terminate this Agreement with seven days’ written notice. If a party breaches a significant term, the other party may terminate immediately. This Agreement can also be terminated by mutual consent. Except where specified, the Contractor’s obligations will end upon termination.

PERFORMANCE

Both parties agree to take all necessary steps to ensure the effectiveness of this Agreement.

CURRENCY

All monetary amounts referred to in this Agreement are in AUD (Australian Dollars), unless stated otherwise.

PAYMENT

The specific commercial terms, including service fees, are detailed in the “Order Form”, which is incorporated herein by reference. The Contractor will issue monthly invoices to the Client, and these invoices are payable within seven (7) days of receipt. Expenses incurred by the Contractor in connection with providing the Services will not be reimbursed unless agreed upon in advance by both parties.

CONFIDENTIALITY

“Confidential Information” includes any private or proprietary information related to the Client or their customers. The Contractor agrees not to disclose any Confidential Information without authorisation, except as required by law. These confidentiality obligations will continue indefinitely for trade secrets and until the Agreement is terminated for other Confidential Information.

CAPACITY/INDEPENDENT CONTRACTOR

The Contractor operates as an independent contractor and not as an employee. This Agreement does not create a partnership or joint venture.

RIGHT OF SUBSTITUTION

The Contractor may engage third-party subcontractors to fulfil their obligations under this Agreement. The Contractor will pay the subcontractor and the Client’s payment obligation remains unchanged. Subcontractors will be considered agents of the Contractor.

MARKETING USE AUTHORISATION

By entering into this agreement, the Client grants the Contractor permission to use the Client’s name and logo for marketing and promotional purposes. This authorisation includes website content, social media, case studies, presentations, and other marketing materials as deemed appropriate by the Contractor.

This authorisation remains valid unless terminated in writing by either party.

AUTONOMY

The Contractor maintains full control over working methods and decisions related to the Services. While autonomous, the Contractor will be responsive to the Client’s reasonable needs.

NO EXCLUSIVITY

This Agreement is non-exclusive. Both parties are free to engage third parties for similar services during and after the Term.

INDEMNIFICATION

Each party agrees to indemnify and hold the other harmless against any claims, losses, or damages arising from any act or omission in connection with this Agreement. This indemnification survives termination of the Agreement.

MODIFICATION OF AGREEMENT

Any amendments or modifications to this Agreement must be in writing and signed by both parties.

ENTIRE AGREEMENT

This Agreement represents the entire agreement between the parties and supersedes all prior representations or agreements.

ENUREMENT

This Agreement benefits and binds the parties and their respective heirs, executors, administrators, and permitted successors and assigns.

GOVERNING LAW

This Agreement is governed by the laws of the State of Queensland.

SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in effect.

WAIVER

A waiver of any breach of this Agreement will not constitute a waiver of any subsequent breach.