Terms and Conditions

The client named in the attached Statement of Work (Client or you) wishes to engage Effective Governance Pty Ltd (eG or we or us) to perform the work set out in that document (Scope of Work).  eG has agreed to provide the Scope of Work to the Client upon and subject to the following terms and conditions (Agreement). 

You may accept these terms and conditions (and will be bound by the Agreement) in any of the following ways:

(a)      by signing the Scope of Work, where indicated, and returning a copy to us;

(b)      by asking or instructing eG, whether orally or in writing, to proceed with the Scope of Work.

AUTHORITY

The Client warrants it is authorised to enter into this Agreement.   If you have any requirements that must be met before eG undertakes work for you (such as the issuing of a purchase order), you must inform eG immediately.

FEE FOR SERVICE

In consideration of eG providing the Scope of Work, the Client must pay the fee stated in the Statement of Work (Fees) together with any additional Professional Fees referred to in this Agreement. 

DESCRIPTION OF WORK AND TIMELINES                     

In consultation with eG, the Client may determine the manner and timeline for delivery of the services contemplated by the Scope of Work.  You may request to vary the timelines but only if eG agrees it is reasonably necessary to give effect to carrying out the Scope of Work or to enforce any provision of this Agreement.  Any variation to timelines may increase Fees for the Scope of Work. 

eG’s engagement does not extend to the giving of tax, legal, regulatory, accounting, solvency,  or other specialist, professional or technical advice or services.

WHO WILL PERFORM THE WORK

The section of the Scope of Work entitled “Your Project Team” identifies the persons within eG who will perform the Scope of Work.

From time to time, due to the nature or complexity of the work required, or as a result of staff movements, it may be necessary to substitute or utilise the skills of other persons within eG and eG reserves the right to change or alter the members of Your Project Team accordingly. 

ENGAGEMENT OF OTHER SERVICE PROVIDERS

In the course of performing the Scope of Work, it may be necessary to obtain the assistance of other service providers who provide services that are outside the scope of our expertise (e.g. legal advice).  Where that is the case, eG will either engage, on the Client’s behalf, the services of an appropriately qualified firm or assist the Client to engage such a firm directly. eG will consult with you about the terms of the engagement of another service provider and provide you with the following information:

(a)      the nature of the services that the service provider will provide; and

(b)      the basis on which the service provider’s fees will be calculated.

You will be responsible for all fees and other charges incurred with any other service providers, whether those service providers are engaged directly by the Client or by eG on the Client’s behalf.

EACH PARTY’S OBLIGATIONS

To maintain our service level to you and reduce the possibility of delays, the Client agrees to disclose all information relevant to the Scope of Work being undertaken in a timely manner and with reasonable care. eG will not be responsible for delays caused by a delay in providing information or by the provision of incomplete or incorrect information. The Client agrees to do all things reasonably necessary to give effect to carrying out the Scope of Work.  This may include (without limitation) complying with any reasonable direction of eG.  If the Client fails to follow any such direction it acknowledges and accepts that the compilation of data or materials incidental to the Scope of Work may be incomplete, defective or irregular.        

As an employer concerned with the welfare of staff, we ensure that eG provides a safe workplace in accordance with occupational health and safety requirements. In the event that eG staff are required to visit the Client’s premises, it is on the basis that the Client complies with all occupational health and safety standards. During such times, you will be responsible for providing a safe place of work and for ensuring that eG’s staff are properly instructed and directed so as to ensure their personal safety, particularly in situations that may be unusually hazardous or peculiar to the environment in which they are working.

NO WARRANTIES

Effective Governance will perform the Scope of Work:

(a)           in a professional, diligent, prompt and efficient manner;

(b)           using due care and skill and expertise; and

(c)           exercising the standard of care, skill and judgment that would be expected of a professional contractor experienced in the performance of services of the nature of the Scope of Work, however, Effective Governance does not provide any warranty that any particular objective can or will be achieved or attained at all in connection with the completion or recommendation of the Scope of Work.

INTELLECTUAL PROPERTY

No intellectual property rights of eG are transferred under this Agreement and all such rights remain with eG or its third party licensors. All intellectual property rights created or produced in performing the Scope of Work vest in, and (to the extent required) are assigned to, eG. The reports provided to the Client as part of the Scope of Work in their complete and final form only (Reports) are licensed to the Client for its personal use and publication on a non-exclusive, perpetual basis; but no other intellectual property rights are licensed to the Client under this Agreement.   Any tools, surveys, and materials (except for a Report) provided by eG are for the sole purpose of the Scope of Work  and may not be used, licensed, distributed or reproduced in any way whatsoever (including, but not limited to any reverse engineering) without the prior written consent  of  eG.  This clause survives the termination or expiry of this Agreement. 

CHARGE RATES

From time to time the work that eG performs for you may extend beyond what is contemplated by the Scope of Work.  When this occurs, eG will give you details of the additional work.  The Client may instruct or request eG to perform the additional work orally or in writing.  eG charges an hourly rate for professional fees for any work performed in addition to the Scope of Work (Professional Fees), as follows:

PAYMENT

The Client must pay the Fees relevant to the Scope of Work as follows:

• 35% of the Fees is due upon signing the Statement of Work or otherwise giving us instructions to proceed. eG reserves the right to require the Client to make further advance payments as the work progresses.  If you do not make the advance payments when due, eG may stop performing the Scope of Work.
• The remaining balance of 65% is due upon the completion of all works in accordance with the Statement of Work or any variation that the parties agree.  Our final invoice will include any out-of-pocket expenses, including disbursements such as, but not limited to, travel, accommodation, meals, interview transcription services, fees payable to other service providers engaged by eG on the Client’s behalf, stationary and printing incurred for which we will provide receipts.  All disbursements are charged at the cost raised by the supplier or on a time basis as set out in our Professional Fees.

The Client must pay any Professional Fees at intervals determined by eG.

Terms of payment are net fourteen (14) days.  

If our invoice is not paid within the above payment terms, eG reserves the right to charge you interest at a rate not exceeding the Cash Rate Target as fixed by the Reserve Bank of Australia, plus 2 percent, from the date the invoice is issued until paid.

LIABILITY AND INDEMNITY

The liability of eG in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise is limited to the total amount paid in connection with the Scope of Work.  You otherwise agree to forever discharge release, hold harmless and indemnify eG against any claim, suit, proceeding, investigation or action of any type whatsoever or howsoever, including for direct or consequential loss or damage, special or any economic loss, including turnover, profits, business or goodwill or loss of opportunity arising from or connected to this Agreement.

You agree that if you claim compensation, damage or contribution from us for loss or damage claimed to have been suffered by you arising from acts or defaults (including negligence) on our part, and such loss or damage is in part or wholly due to or contributed to by your own acts or defaults or by the acts or defaults of other persons for whom you are responsible,  we will be liable only for that proportion of the loss or damage suffered which our acts or defaults bear relative to the totality of the acts or defaults of all persons causing or contributing to the loss or damage.

CONFIDENTIALITY CLAUSE

Each Party will not, at any time, whether during or after the termination or expiration of this Agreement, for any reason whatsoever, disclose any data or information regarding the Scope of Work or the tools or materials provided by eG, to any third party, unless (a) required by law for the purposes of either party seeking independent professional advice that must not be sought unless the advisor agrees to be bound by confidentiality on the same terms as this Agreement. All data or information that the client provides to eG will be treated in a confidential manner and only used and stored for the sole purpose in connection with the Scope of Work, unless the parties otherwise agree in writing.  eG retains the sole right and discretion to de-identify any data or information provided to it in conjunction with the Scope of Work for any collateral use or marketing purpose.   

DOCUMENT RETENTION

eG has the right to retain electronic copies of documents relating to the Scope of Work after the Agreement has ended.

In the ordinary course of events, eG will (securely destroy any physical documents or papers received or generated at conclusion of the Scope of Work. 

CANCELLATION

In the event the client cancels this Agreement prior to the completion of the Scope of Work, it must within seven (7) business days of such cancellation pay  Effective Governance: (a) for all work performed up to date of termination; and (b) for all contracted expenses and commitments that have been incurred or are contingent that cannot be cancelled. eG retains the sole discretion to terminate this Agreement if (a) the Client breaches any of its obligations in this Agreement; (b) the Client asks or requires eG to act unlawfully or unethically; or (c) indicates that the Client has lost confidence in eG. eG will give you reasonable notice of our intention to terminate this agreement.  The client shall be liable to pay all costs incurred or contingent up to the date of termination.     

NO RELIANCE AND ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties in respect of the Scope of Work.  Each party acknowledges that in entering into this Agreement, it does not do so in reliance of any representation, warranty or other provision except as reasonably provided in this Agreement.

Any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.

eG may advise you in writing of any amendments to this agreement at any time.  The Client may accept the amendment of this Agreement by continuing to instruct eG or by written or oral acceptance.

SUB-CONTRACT

eG must not subcontract or otherwise arrange for another person to perform any part of this agreement without the Clients prior written consent (which must not be unreasonably withheld or delayed). Where the Client consent to such subcontracting, eG  will remain responsible for ensuring the suitability of all sub-contractors, and you must ensure that each sub-contractor is aware of all the terms of this agreement relevant to the sub-contractor's part in the performance of this agreement.

ELECTRONIC COMMUNICATIONS

In order to perform the Scope of Work, eG may utilise email, facsimile or other electronic means to communicate with the Client and other relevant parties. eG will not be liable to the Client if another person intercepts or interferes with such communications or for any other defect that arises from the use of such communications.

WAIVER

No failure or delay by Effective Governance in exercising any right, power or privilege under this Agreement will impair the same or operate as a waiver of the same nor may any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right power or privilege.  The rights and remedies provided in this agreement are cumulative and not exclusive of any rights and remedies provided by law.

SEVERANCE

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and will not in any way affect other circumstances of or the validity or enforcement of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws from time to time being in force in the State of Queensland and the parties agree to submit to the jurisdiction of the courts and tribunals of that State and any courts which have jurisdiction to hear appeals from any of those courts.

PERSONAL INFORMATION

Effective Governance may collect personal information in the course of performing the Scope of Work. 

You warrant that you have sought and obtained the necessary consents required by the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth) and the Do Not Call Register Act 2006 (Cth) from all individuals whose personal information is disclosed to, or collected by, eG in the course of performing its obligations under this Agreement (Client Personal Information), so as to enable eG (or its personnel and its related entities) to:

(1)      collect such Client Personal Information;

(2)      hold and use that Client Personal Information for the purposes of eG performing its obligations under this Agreement;

(3)      directly contact individuals (including by email and phone) using the Client Personal Information held by eG;

(4)      disclose that Client Personal Information to eG’s related entities.

You consent to eG (or its related entities) using and disclosing the Client Personal Information to contact board members and executives on trends in governance and related issues by way of direct marketing communications.  If you do not wish your board or executive contact details to be used to send direct marketing communications those persons can opt out at any time by using the unsubscribe feature, or otherwise please contact Effective Governance on 07 3024 0455.

This clause survives the termination or expiry of this Agreement.