1. ENGAGEMENT
1.1 Bloome Enterprises Pty Ltd shall provide Services to Client on terms and conditions of this Agreement.
2. CLIENT OBLIGATIONS
2.1 In consideration of the provision of Services, Client shall pay for Services.
2.2 Client shall co-operate with Bloome Enterprises Pty Ltd in all matters relating to Services and provide Bloome Enterprises Pty Ltd in a timely manner and at no charge, access to any materials, data and other facilities as reasonably required by Bloome Enterprises Pty Ltd.
2.3 If Bloome Enterprises Pty Ltd’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client, its agents, subcontractors, clients, consultants or employees, Bloome Enterprises Pty Ltd shall not be liable for any costs, charges or losses sustained or incurred by Client or its clients that arise directly or indirectly from such prevention or delay.
3. FEES & PAYMENT TERMS
3.1 Invoices are payable within 14 days of receipt, otherwise Bloome Enterprises Pty Ltd reserves the right to charge interest on overdue amounts at an annual rate of 2% over Reserve Bank of Australia base rate ruling on date payment is due.
3.2 Unless otherwise expressly indicated, all amounts specified herein or in any quote or proposal relating to a Taxable Supply given by Bloome Enterprises Pty Ltd or stated in this Agreement, represent Value of the Taxable Supply and do not include any applicable GST Amount. Where Bloome Enterprises Pty Ltd makes a Taxable Supply to Client, Client will pay to Bloome Enterprises Pty Ltd the GST Amount applicable to that Taxable Supply in addition to any other amount payable under this Agreement in respect of that Taxable Supply. Terms defined in this clause shall have the same meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999.
3.3 Bloome Enterprises Pty Ltd may by written notice to the Client suspend provision of the Services until the outstanding invoice(s) and interest have been paid in full. Time for payment shall be of the essence.
3.4 All payments due to Bloome Enterprises Pty Ltd shall be made by Client, whether or not Client has collected any associated fees from its clients or otherwise.
4. EXPENSES
4.1 If Bloome Enterprises Pty Ltd is required to attend Client’s premises or another place as reasonably directed by Client, Client will reimburse Bloome Enterprises Pty Ltd for reasonable transport, accommodation and/or ancillary expenses reasonably incurred by Bloome Enterprises Pty Ltd in doing so.
4.2 Client will reimburse Bloome Enterprises Pty Ltd for expenses incurred by Bloome Enterprises Pty Ltd on Client’s behalf or in carrying out its obligations under Agreement.
5. CONFIDENTIALITY
5.1 In relation to work undertaken pursuant to this Agreement, or otherwise on behalf of Client, Bloome Enterprises Pty Ltd assumes the right to use references in proposals, communications or submissions made to other prospective clients or otherwise.
5.2 Bloome Enterprises Pty Ltd is authorised by Client to speak to or meet with anyone whom it may need to contact to perform engagement and deliver Services or who Client reasonably requests Bloome Enterprises Pty Ltd to contact.
5.3 Save as set out above or as required by law, neither party shall disclose any confidential information relating to other party which it obtains during engagement or arising out of Agreement, to anyone (except its advisors or employees). Client shall procure that anyone else receiving benefit of the Services, whether its clients or otherwise, comply with terms of this clause as if they were a party to this Agreement.
6. INTELLECTUAL PROPERTY
6.1 Bloome Enterprises Pty Ltd retains copyright and all other intellectual property rights in all material, tools, drawings, documents, presentations, specifications, data and anything else generated in course of providing (directly or indirectly) the Services (“Bloome IP”).
6.2 Bloome Enterprises Pty Ltd shall be entitled to claim authorship for any work which it is responsible and Client shall not doing anything (directly or indirectly) which shall prejudice or breach this clause.
6.3 Bloome Enterprises Pty Ltd licenses all such rights to Client on a non-exclusive basis to such extent as is necessary to enable Client to make reasonable use of Services during Term. If this Agreement comes to an end, this licence will automatically terminate.
6.4 The Client shall procure that anyone else receiving Bloome IP, whether its clients or otherwise, comply with terms of this clause 6 as if they were a party to this Agreement.
7. TERMINATION
7.1 This Agreement will commence on Commencement Date specified in Schedule and last for Term.
7.2 This Agreement may be terminated by Bloome Enterprises Pty Ltd upon giving 1 months notice.
7.3 This Agreement may be terminated in the following circumstances: (a) by either party where other party has committed a material breach and has failed to rectify same following 7 days notice; (b) by either party immediately by notice in writing if other party takes any steps or legal proceedings are active for its bankruptcy, winding up, liquidation or dissolution (other than for the purposes of solvent reconstruction) or appointment of an administrator, receiver, receiver and manager, official manager, liquidator, provisional liquidator or similar (“Insolvency Event”), and Insolvency Event remains in existence in respect of such party at time of service of the notice.
7.4 On termination however occurring, Bloome Enterprises Pty Ltd shall be entitled to invoice Client for Services provided and expenses incurred pursuant to this Agreement, but not yet invoiced, and all moneys unpaid by Client will immediately become due and payable.
8. LIABILITY
8.1. Services shall be provided without any guarantees, conditions or warranties as to its accuracy, completeness, reliability, suitability or currency of Services and they are provided on an “as is where is” basis. To extent permitted by law, Bloome Enterprises Pty Ltd, its directors and employees hereby expressly exclude: (a) all conditions, warranties and other terms which might otherwise be implied by statute, common law or equity; and (b) any liability for any direct, indirect or consequential loss or damage incurred by Client or any end user in connection with Service, or use of Services, including, without limitation any liability for loss of income or revenue; loss or interruption of business; loss of profits; loss of anticipated savings; loss of data; loss of goodwill; wasted management; and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable. This does not affect Bloome Enterprises Pty Ltd’s liability which cannot be excluded or limited at law.
8.2 Without limiting foregoing, parties acknowledge that laws in certain jurisdictions may imply warranties and conditions which cannot be excluded, restricted or modified except to a limited extent. If any such laws apply, then to extent permitted by law of relevant jurisdiction, and in Australia, to extent permitted by Trade Practices Act 1974 (Cth), Bloome Enterprises Pty Ltd’s liability is limited to any one or more of the following in its sole discretion: (a) in case of any goods, replacement or repair of goods, or supply of equivalent goods, or payment of cost of repairing or replacing goods or supplying equivalent goods; and (b) in case of any services, supply of services again or payment of cost of having services supplied again.
8.3 Without limiting foregoing, Client agrees that in no event shall Bloome Enterprises Pty Ltd’s maximum aggregate liability exceed one hundred dollars ($100.00).
8.4 Client shall indemnify Bloome Enterprises Pty Ltd, its directors, employees and representatives from and against all actions, claims, suits, demands, damages, liabilities or costs (including legal costs) arising from, or which is directly or indirectly related to use of Services by Client, its clients or anyone else.
9. NATURE OF RELATIONSHIP
9.1 Client acknowledges that Bloome Enterprises Pty Ltd is engaged under this Agreement as an independent contractor and nothing is intended to, or shall operate to, create a partnership between the parties.
9.2 Any representations, which have been or may be given by, or on behalf of, Bloome Enterprises Pty Ltd shall not be relied upon and are void. This Agreement supersedes and excludes all prior and other discussions, representations and arrangements relating to supply of Services including, but not limited to, those relating to performance of Services or results that ought to be expected from using Services.
9.3 Client acknowledges that Services are provided by Bloome Enterprises Pty Ltd to Client. The benefit of Client’s obligations under this Agreement is conferred on Client and no one else. Notwithstanding anything else contained herein, Bloome Enterprises Pty Ltd shall have no liability against anyone else, whether clients of Client or otherwise.
10. FORCE MAJEURE
10.1 Bloome Enterprises Pty Ltd shall not be responsible for any delay, suspension or failure arising out of any circumstances outside of its reasonable control, including but not limited to, acts of God, governmental actions, strikes, labour difficulty, war or national emergency, acts of terrorism, fire, explosion, flood, an act or omission of a third party, inability to obtain any materials, equipment, facilities or services, failure of performance provided by others, internet interruption or virus, breakdown software, hardware or communication network.
11. GOVERNING LAW
11.1 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of Victoria, Australia and parties submit to the exclusive jurisdiction of that State.