Acceptance of Terms and Conditions a. These terms and conditions (“Terms”) apply to the use of our services (“Services”), and by signing this agreement you acknowledge you have read, understood and agree to be bound by these Terms. b. The person signing this agreement warrants that he/she is duly authorised to do so on behalf of the Client and: i. in the case of a corporation, is a director with authority to bind the Client; and ii. in the case of a trustee of a trust he has authority to bind the trust and warrants that there is a right of indemnity by the Client out of the assets of the trust under the trust.
Fees a. The Client will pay the fees as set in this Agreement, on a monthly base. The fee is exclusive of GST. b. We will invoice the Client monthly in advance and the Client will make payment in accordance with Levels standard payment terms as detailed in this Agreement. c. At Levels’ sole discretion, a non-refundable deposit may be required. d. Costs and disbursements (such as travel or parking costs, third party supplier, etc,) must be paid upon invoice.
Invoice & Payments a. Time for payment for Services shall be of the essence and will be stated on the invoice, quotation or any other order forms. b. If no other time is stated on the invoice, then payment shall be due 7 days from the date of issuing the invoice.
Workspace and Client’ Assistance a. You must provide Levels with a proper workspace onsite, including working desk and access to a power supply. b. Your reasonable assistance in the performance of Levels’ services under this agreement may be requested by Levels consultants. c. Upon request, you must promptly supply to Levels consultants or cause to be supplied all documents and information that are reasonably required in order of preforming the Services. d. By providing any requested documents and information (“the Data”), you warrant us the following: i. All the Data provided to Levels consultants is up to date, current, valid and accurate; ii. There will be no material omissions from the Data provided to Levels; iii. The Data provided to Levels will not be fraudulent, defamatory or misleading; and iv. The Client is authorised to reveal the Data to Levels and by doing so is not in any way infringing any intellectual property rights, confidentiality rights or privacy rights of any third party.
Limited Liability & Warranty a. Except for those required or implied by legislation, Levels gives no express warranty in relation to its Services, other than those contained in these Terms, and you acknowledge that you have not relied on any representation or warranty made by or on behalf of Levels or its consultants. b. Certain legislation may imply conditions and warranties into these terms and conditions, and to the extent that such conditions and warranties may lawfully be excluded, all such conditions and warranties are expressly excluded by Levels. c. You expressly agree and acknowledge that in no circumstances will Levels or its consultants be liable to you for any indirect, incidental, special and/or consequential losses or damages or loss of profits of any nature arising (including but not limited to, any act or omission) out of or in connection with the Services or these Terms. d. You expressly understand and agree that the Levels, its consultants, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
Intellectual Property a. Notwithstanding anything herein, the Intellectual Property rights in Levels’ materials, works or the Services provided by Levels, do not vest in the Client and there is no assignment of the Intellectual Property rights in Levels’ materials, works or the Services provided by Levels, to the Client. b. Levels hereby grants to the Client an irrevocable, non-exclusive and non-transferable licence to use and reproduce Levels’ materials, works or the Services provided by Levels, for the purposes of this agreement only. c. Unless otherwise indicated, all rights (including copyright) in the Services and all materials relating to the services, are owned or controlled for these purposes, and are reserved by Levels or its consultants. d. You may not, without the prior written permission of Levels, broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change the Services in any way and for any purpose, unless otherwise allowed by these Terms. e. You will retain all the rights in and to the Data provided to Levels’ consultants, in preforming the Services. BY providing the Date to Levers, you give Levels and its consultants a non-exclusive, perpetual, irrevocable, worldwide, royalty-free and transferrable licence to use, reproduce, publish, modify, display or communicate your Date, in accordance with the Services performance requirements. f. For the purpose of this agreement “Intellectual Property” means any statutory or other proprietary, ownership or control rights which now exist or may in future exist in respect of any inventions, innovations, patents, trademarks (including goodwill and whether registered or unregistered), designs, literary works, confidential information, know-how and all other rights with respect to intellectual property.
Confidential Information a. You must not, without the prior written approval of Levels, disclose Levels’ confidential information. You must also take all reasonable steps to ensure that all your employees and agents, do not make public or disclose Levels’ confidential information. b. For the purpose of this agreement “Confidential Information” means all personal, scientific and technical information and know-how, financial information, trade secrets and commercially valuable information of Levels or any of Levels’ customers which is disseminated to or received, created or developed by Levels.
Privacy The Client acknowledges that Levels will collect personal information about it or him/her (if the Client is an individual) and the Client consents that Levels will use it to perform its Services under this agreement. Unless the Client subsequently advises Levels in writing that Levels may no longer use the Client’s information for any or all of these purposes, then Levels is at liberty to use that information and the Client hereby consent to the use of all such information by Levels.
Warranty and Indemnity a. The Client will indemnify Levels, its consultants, affiliates, employees, agents, contributors, and licensors from and against: i. all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with the Client’s Data or use of the Services; and/or ii. any breach of these Terms. b. The Client indemnifies and release Levels and its consultants, directors, employees, agents, contractors and affiliates from and against any claims, demands, proceedings, losses and damages, of every kind and nature, including reasonable solicitor’s fees, made by the Client or any third party, due to or arising (whether directly or indirectly) out of the Client breach of these Terms or violating of any law or any rights of a third party.
Default in payment a. Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at the rate prescribed by the Penalty Interest Rate Act (Vic) per annum. b. In the event that the Client’s payment is dishonoured for any reason the Client shall be liable for any dishonour fees incurred by Levels. c. If the Client defaults in payment of any invoice when due, the Client shall indemnify Levels from and against all of Levels’ costs and disbursements including on a solicitor and own Client basis and in addition of all Levels’ nominees’ costs of collection.
GST a. Words defined in the GST Law have the same meaning in this clause, unless the context makes it clear that a different meaning is intended. b. In addition to paying the Fee and any other amount payable or in connection with this agreement (which is exclusive of GST), the Client will pay to Levels an amount equal to any GST payable from any supply by Levels in respect of which the fee or any other amount is payable under this agreement. c. Any GST payment must be paid on the date when the fee or other amounts to which it relates is due.
Independent Contractor a. The parties acknowledge and agree that Levels and its consultants, employees, agents and sub-contractors will not at any time be construed as employees of the Client, and Levels alone is responsible and liable for the making of any payments in respect of superannuation, payroll or any other tax, work cover levy or any similar payment in relation to the employees, agents and sub-contractors of Levels. b. Levels is responsible for obtaining and maintaining professional indemnity insurance to adequately cover itself and its consultants and the Client will provide public liability insurance and other necessary insurance for the Site and where possible the Client will process a claim through its insurance if required. c. The Client and Levels are independent contractors and no agency, partnership, joint venture, employee-employer or franchisee-franchisor relationship is created or intended by this Terms agreement or by Levels’ services.
Force Majeure a. Should a force majeure event prevent or hinder Levels ability to provide the Services, Levels will be free from any obligation to provide the Services while such event continues. b. Levels may elect to terminate this agreement or keep the agreement on foot until such event ceases. c. For the purpose of this agreement a force majeure event is an event which is beyond Levels’ control and includes, but is not limited to, illness or injury to Levels’ personnel (including consultants or subcontractors) or their immediate family, unavailability of materials or components, strikes, lockouts, riots, natural disasters, fire, floods, war, acts of God, Government decrees, proclamations or orders, transport difficulties and failures or malfunctions of computers or other information technology. d. Except as provided in these Terms, to the maximum extent permitted by law, Levels will not be liable for any Loss.
Termination a. Each party may terminate the engagement of Levels and this agreement at any time, for any reason, by giving the other party thirty (30) days’ notice in writing. b. Notwithstanding the provisions in clause 14.a., the Client expressly acknowledges and agrees that termination of this Agreement at any time during the first six (6) months period from the Start Date, will not revoke the Client’s obligation to pay in full the Service Fees for the entire first 6 months period. c. The parties acknowledge that termination will not in any way affect the party’s entitlements or obligations, including Levels’ entitlement to be paid for the Services.
Entire agreement These terms and conditions are the entire agreement and understanding between the parties on everything connected with the subject matter of these terms and conditions and supersedes any prior agreement or understanding on anything connected with that subject matter.
Severance If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.
Governing Law a. The Terms are governed by the laws of Victoria, Australia. b. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to these Terms and the rights created hereby, shall be governed, interpreted and construed by, under and pursuant to the laws of Victoria, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. c. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.