Terms & Conditions
This agreement (hereinafter “Agreement”) is for consultation services between Sophie Carr (hereinafter “Service Provider”) and you (hereinafter “Client”). Collectively, Service Provider and Client will be referred to as the “Parties.” Client hires Service Provider for services according to the terms set forth below.
1. AGREEMENT
1.1. The Agreement between you (Client) and us (Service Provider) is made up of these General Terms and Conditions (T&Cs) and the accompanying Schedule.
1.2. If there is any inconsistency between the T&Cs and the Schedule, the relevant content of the Schedule will override the T&Cs.
1.3. Any variation to the Schedule must be mutually agreed upon in writing.
1.4. Both parties agree to abide by any Applicable Law throughout the course of the Agreement.
1.5. You acknowledge that you have read and understood the T&Cs and Schedule in their entirety prior to signing the Agreement, and have sought professional and/or legal advice should you require clarification on any aspect of the Agreement.
2. SERVICES, DELIVERABLES AND FEES
2.1. The total scope of the Services and Deliverables is as set out in the Schedule. If Services or Deliverables outside the scope are required, these will be quoted separately at our hourly rate of $185 + GST.
2.2. The Deposit outlined in the Schedule is due within 7 days of the Date of Agreement indicated in the Schedule. The Services will not commence until the Deposit has been paid. For retainer clients, the first month’s payment will constitute the Deposit.
2.3. The Deposit secures a Start Date for us to commence the Services, as indicated in the Schedule. The Deposit is non-refundable beyond the Start Date. If you wish to delay the Start Date, you must provide us with a minimum of 7 days’ notice, otherwise additional Fees may apply.
2.4. All Fees will be payable via electronic funds transfer to our nominated bank account within 7 days of receiving an invoice from us.
2.5. If you do not pay us any portion of the Fees within the stipulated timeframe, we may charge you interest at the rate of 10% per annum, calculated monthly. If unpaid Fees are recovered through an external agency, you acknowledge that you will be responsible for the costs involved in the recovery.
2.6. You agree to cover any out-of-pocket expenses incurred by us in the course of delivering the Services to you. These additional expenses will be approved by you in writing prior to being incurred.
2.7. Following payment of the Deposit, retainer clients will be billed monthly in advance on the date specified in the Schedule.
3. CANCELLATION & REFUND POLICY
VIP Days
3.1. All VIP Day bookings are non-refundable if cancelled within 48 hours of the scheduled start time. Cancellations made more than 48 hours in advance may be rescheduled at our discretion, subject to availability.
Ongoing Projects & Retainer Clients
3.2. Project-Based Work: If you cancel your project within 14 days of the agreed start date, we will refund your deposit minus a cancellation fee of $500 + GST. Cancellations made after this period are non-refundable.
3.3. Retainer Clients: Retainer agreements require a 30-day written notice for cancellation. Any outstanding work during the notice period will be completed as agreed, and final invoices will be processed accordingly.
4. ACKNOWLEDGEMENTS
4.1. Our ability to meet the Key Dates is partially dependent on how promptly our requests for feedback, content or information are met. Accordingly, you agree to respond to these requests within 5 business days.
4.2. If feedback is not provided within this timeframe, any draft Deliverables will be deemed accepted and the incorporation of any additional feedback will be subject to our hourly rate.
4.3. We will not be liable for any errors or defects in the Deliverables after they have been approved by you, and the correction of any errors or defects after completion of the Deliverables will be subject to our hourly rate.
4.4. We will not be liable for any failure to perform the Services or meet the Key Dates to the extent that it is caused by your non-compliance with your obligations under the Agreement.
4.5. If we are delayed or prevented from performing the Services or meeting the Key Dates, either due to your non-compliance with your obligations or a Force Majeure event, we reserve the right to reschedule the Key Dates.
4.6. If we are unable to perform the Services for any reason and are unable to reschedule the Key Dates, you are entitled to terminate the Agreement and receive a full refund of Fees paid, less deductions for Services already performed.
5. INTELLECTUAL PROPERTY
5.1. On full payment of the Fees, we will assign ownership rights (excluding Moral Rights) in the Deliverables outlined in the Schedule to you. You will retain ownership of all information and content you provide to us, and consent to us using same at our discretion while performing the Services and creating the Deliverables.
5.2. You agree to allow us to reference the Services we have performed for you (using your name, business name, logo and any trademarks) for the purpose of promoting our Services.
5.3. You agree to credit us with performance of the Services and creation of the Deliverables wherever reference to them may appear.
5.4. You warrant that you have ownership rights in any content or information you provide to us for the purpose of performing the Services or creating the Deliverables.
5.5. You acknowledge that all Third Party Materials are the exclusive property of their exclusive owners, and where such materials are required to perform the Services, you agree to pay the costs associated with their use.
6. TERMINATION
6.1. Either party may terminate the Agreement for any reason on providing 30 days’ written notice, or immediately if the other party:
a. breaches the Agreement and fails to remedy said breach within 7 days; or
b. becomes insolvent or bankrupt.
6.2. We may terminate the Agreement with immediate effect if:
a.you do not pay the Fees within the specified timeframe;
b. you fail to respond to our requests for content or information within a reasonable time of our request; or
c. we determine that we are no longer able to perform the Services for any reason.
6.3. If we terminate the Agreement, we will, at our sole discretion:
complete all work for which you have paid the associated Fees; or
refund Fees paid for work not yet performed, or not able to be performed as a result of termination.
6.4. If the Agreement is terminated:
a. our obligation to perform the Services will cease;
b. you must immediately pay all Fees payable for the work completed at the date of termination;
c. provided you have paid all Fees due, we will provide you with all work completed up to the date of termination that comprises the Services;
d. any Fees paid for Services not yet performed may be refunded at our sole discretion; and
e. each party must return or destroy (at the other party’s request) all Confidential Information of the other party.
6.5. If the Agreement is not otherwise terminated, it will automatically expire at the end of your Maintenance Plan Period as set out in the Schedule. Should you require further Services, a new Agreement can be entered into or a new Schedule mutually agreed upon.
7. WARRANTIES AND INDEMNITIES
7.1. The Services and Deliverables are provided on an “as is” basis, without representation, warranty or condition of any kind (either express or implied).
7.2. The nature of certain Services means that we are unable to guarantee particular results, and any examples of Services or Deliverables provided to or created for other clients is a representation of potential results only.
7.3. We are not responsible for any unforeseen advances in or failures of technology, including programs, platforms and other software, that may negatively impact the Services we provide.
7.4. Any access to passwords or permission to use online accounts is granted at your own risk. You acknowledge that we cannot be held responsible for any loss incurred as a result.
7.5. You acknowledge that we cannot be held responsible for any impact on the Services or the Deliverables as a result of inaccuracies in information provided to us by you, nor the cost of rectifying such inaccuracies.
7.6. Any express or implied warranty or condition relating to the Agreement or its subject matter that are not contained in the Agreement are excluded to the maximum extent permitted by law.
7.7. Nothing in the Agreement excludes, restricts or modifies any condition, warranty, right or remedy implied or imposed by any law that cannot be lawfully excluded, restricted or modified.
7.8. If any warranty or condition is implied into the Agreement and cannot be excluded, our liability is limited to resupplying the Services or payment of the cost of having the Services resupplied.
7.9. You agree to indemnify and hold us harmless from all claims and losses (including any third party losses) arising from damage, liability, injury or infringement that arise due to a breach of your obligations under this Agreement or arising out of any information you supply to us.
7.10. Neither party will be liable or held in breach of the Agreement for any failure to perform its obligations to the extent that said failure is caused by the other party’s non-compliance, negligence or misconduct, or a Force Majeure event.
7.11. Neither party will be liable to the other for any loss or damage arising out of the Agreement, whether foreseeable or not and however caused, with the exception of confidentiality and indemnification obligations.
7.12. We will not be liable for any loss or damage suffered by a third party in connection with the Agreement.
7.13. Each party agrees to take reasonable steps to mitigate any loss, damage or expense it may suffer or incur, arising out of anything done or not done by the other party in connection with the Agreement.
7.14. Our liability to you (including under indemnity) is capped to the return of all Fees paid and will be reduced to the extent that your acts or omissions contribute to or cause the liability.
8. CONFIDENTIALITY AND PRIVACY
8.1. Each party agrees that, unless it has the prior written consent of the other party, it will:
a. keep the Confidential Information of the other party confidential at all times;
b. ensure that any person to whom Confidential Information is disclosed is aware of and complies with this clause; and
c. where there is prior consent, inform the other party of any proposed disclosure, including the form of disclosure, within a
reasonable timeframe.
8.2. These obligations of confidentiality do not apply to any disclosure that:
a. is for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;
b. is required by Applicable Law; or
c. relates to Confidential Information that is publicly available through no fault of the receiving party, or was rightfully received from a third party without restriction and without the breach of any obligation of confidence.
9. MISCELLANEOUS
9.1. Relationship of Parties
We are independent contractors, and the relationship between you and us does not constitute that of a partnership, joint venture or employer and employee. We will be responsible for sourcing and utilising our own equipment and work premises unless otherwise agreed.
9.2. Subcontractors
We may use subcontractors to perform some or all of the Services. These subcontractors may be located outside of Australia.
9.3. Non-Disparagement
Without limiting either party’s rights, each party agrees not to disparage the other or provide negative feedback in a public forum (such as social media or an online review platform) at any time during or following provision of the Services. Where either party is dissatisfied, the issue must be dealt with in accordance with the provision of this Agreement relating to disputes.
9.4. Disputes
Should a dispute of any kind arise during or following provision of the Services, you agree to contact us so that we can discuss the matter. Both parties will use their best efforts to resolve any dispute in good faith. Failing this, both parties will use their best efforts to resolve the dispute by engaging in mediation in the State where we reside at the time. All costs associated with the dispute, including legal, mediation or arbitration fees, will be borne by you.
9.5. Notices
Where a party gives notice, it must be done in writing to the email address specified in the Schedule, or by post to the residential or business address specified in the Schedule. For email, the notice will be considered delivered on the date it was sent, unless a delivery failure notice was received. For registered or express post, the notice will be considered delivered within 5 Business Days of being sent.
9.6. Entire Agreement
This Agreement constitutes our entire agreement with you about the subject matter. It supersedes all previous agreements, understandings and negotiations, whether written or verbal.
9.7. Governing Law
The formation, construction, performance and enforcement of the Agreement will be in accordance with Queensland law. You and we submit to the exclusive jurisdiction of the courts of Queensland.
9.8. Execution and Counterparts
The Agreement will become binding when it is signed by the parties, which may be by way of electronic signature, including by clicking “I consent” or similar. If the Agreement is executed in this way, it will be considered an original that has been properly executed.
9.9. Amendment or Variation
Any amendment or variation to the Agreement is not effective unless agreed by you and us in writing.
9.10. Validity
If any provision of the Agreement is held invalid or unenforceable, it will either be severed from the Agreement or replaced by a valid or enforceable provision, which will take effect immediately. All other provisions will remain in effect.
9.11. Assignment
You are not permitted to assign the Agreement or otherwise deal with any benefits or rights under it without our prior written consent. Conversely, we may do so without your consent.
9.12. Interpretation
All headings are for ease of reference and do not affect the interpretation of the Agreement. Words in the singular include the plural and vice versa, and references to “including” and similar words do not imply any limit
10. DEFINITIONS
10.1. Agreement
These Terms and Conditions and the Schedule together.
10.2. Applicable Law
Any applicable statute, regulation, bylaw, ordinance, policy or subordinate legislation in force in Australia, whether made by a State, Territory, the Commonwealth or local government, that may apply to the Services or either party’s obligations under the Agreement.
10.3. Business Day
A day other than a Saturday, Sunday or Public Holiday in the state of Queensland.
10.4. Client
The party referred to in this Agreement as “you”, whose details appear in the Schedule.
10.5. Confidential Information
Information of a confidential nature, including information about a party’s business, operations, strategy, policies, procedures, administration, technology, affairs, clients, customers, employees, contractors or suppliers, and the terms of the Agreement, excluding any information in the public domain (other than through a breach of confidence).
10.6. Deliverables
The works we are engaged to create for your business’ use in line with your instructions, as outlined in the Schedule.
10.7. Deposit
The portion of the Fees payable prior to commencement of the Services.
10.8. Fees
The amounts payable to us, in Australian Dollars, as set out in the Schedule.
10.9. Force Majeure
An event beyond anyone’s control, such as an emergency, injury, illness, pandemic or natural disaster.
10.10. GST
Goods and services tax chargeable under A New Tax System (Goods & Services Tax) Act 1999 (Cth).
10.11. Intellectual Property
All current and future registered and unregistered rights in respect of patents, copyright, designs, trade marks, confidential information, data and all other rights resulting from intellectual activity, whether created before or after the Start Date and whether in Australia or otherwise, that are connected with the products or services of the Service Provider or are created or conceived by the Service Provider (independently or jointly with a third party) in the course of their engagement under the Agreement.
10.12. Key Dates
The dates set out in the Schedule on or by which certain project milestones will take place or payments will be due.
10.13. Maintenance Plan Period
The period of time during which we will provide you with up to 6 hours of support following completion of the Services.
10.14. Moral Rights
The rights granted under the Copyright Act 1968 (Cth) to attribution of authorship, not to have authorship falsely attributed and integrity of authorship, as well as any similar rights existing under foreign laws.
10.15. Services
The services we are engaged to provide, as set out in the Schedule.
10.16. Service Provider
The party referred to in this Agreement as “we” or “us”, whose details appear in the Schedule.