BACKGROUND
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The Client is of the opinion that the Contractor has the necessary qualifications, experience
and abilities to provide services to the Client.
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The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
SERVICES PROVIDED
1. The Client hereby agrees to engage the Contractor to provide the Client with the following
services (the "Services"):
-Website setup/audit/design for more than four pages of which includes a products/services page. An additional pop-up box and landing page for promotions.;
-On-Page SEO Optimisation;
-Installation of relevant third-party apps; and
-Website design and necessary branding creation or adjustments.
2. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
TERM OF AGREEMENT
3. The term of this Agreement (the "Term") will begin on the date of this Agreement and will
remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.
PERFORMANCE
4. The Parties agree to do everything necessary to ensure that the terms of this Agreement take
effect.
CURRENCY
5. Except as otherwise provided in this Agreement, all monetary amounts referred to in this
Agreement are in AUD (Australian Dollars).
PAYMENT
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The Contractor will charge the Client a flat fee of $2,000.00 for the Services (the "Payment").
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A deposit of $200.00 (the "Deposit") is payable by the Client upon execution of this Agreement.
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For the remaining amount, the Contractor will invoice the Client when the Services are complete.
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Invoices submitted by the Contractor to the Client are due within 30 days of receipt.
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The Contractor will not be reimbursed for any expenses incurred in connection with providing
the Services of this Agreement.
INTEREST ON LATE PAYMENTS
11. Interest payable on any overdue amounts under this Agreement is charged at a rate of 10.00% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.
CONFIDENTIALITY
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12.Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
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13.The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
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14.All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
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OWNERSHIP OF INTELLECTUAL PROPERTY
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15.All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
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16.The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.
RETURN OF PROPERTY
17. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
CAPACITY/INDEPENDENT CONTRACTOR
18. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
RIGHT OF SUBSTITUTION
19. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
20. In the event that the Contractor hires a sub-contractor:
• the Contractor will pay the sub-contractor for its services and the Payment will remain
payable by the Client to the Contractor.
• for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.
AUTONOMY
21. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
EQUIPMENT
22. Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.
NO EXCLUSIVITY
23. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
NOTICE
24. All notices, requests, demands or other communications required or permitted by the terms of
this Agreement will be given in writing and delivered to the Parties at their above stated addresses.
INDEMNIFICATION
25. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
MODIFICATION OF AGREEMENT
26. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
TIME OF THE ESSENCE
27. Time is of the essence in this Agreement. No extension or variation of this Agreement will
operate as a waiver of this provision.
ASSIGNMENT
28. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
ENTIRE AGREEMENT
29. It is agreed that there is no representation, warranty, collateral agreement or condition
affecting this Agreement except as expressly provided in this Agreement.
ENUREMENT
30. This Agreement will enure to the benefit of and be binding on the Parties and their respective
heirs, executors, administrators and permitted successors and assigns.
TITLES/HEADINGS
31. Headings are inserted for the convenience of the Parties only and are not to be considered
when interpreting this Agreement.
GENDER
32. Words in the singular mean and include the plural and vice versa. Words in the masculine
mean and include the feminine and vice versa.
GOVERNING LAW
33. This Agreement will be governed by and construed in accordance with the laws of the State
of Queensland.
SEVERABILITY
34. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
WAIVER
35. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
