Terms and Conditions
SERVICES
Career Direction Australia agrees to perform the Services for the Client in accordance with the terms and conditions of this Purchase Order.
Career Direction Australia shall endeavour to deliver the Services by the dates proposed in the Schedule. The dates proposed are an estimate of Career Direction Australia’s expectations only and are not warranted.
PAYMENT PROVISIONS
In consideration of Career Direction Australia carrying out the Services, the Client shall pay the Service Fees to Career Direction Australia on the dates specified in the Schedule. If not specified, the Client shall pay Career Direction Australia within seven (7) days of receiving an invoice from Career Direction Australia. The Client shall also pay Career Direction Australia any Out of Pocket Expenses within seven (7) days of receiving an invoice from Career Direction Australia.
All amounts specified in this Purchase Order are exclusive of all applicable taxes, including but not limited to any value added tax or goods and services tax. The Client agrees to pay Career Direction Australia the additional full amount of any such taxes and provide Career Direction Australia with evidence of payment of all taxes. Career Direction Australia may invoice the Client for the amount of any such taxes and the Client agrees to pay that amount to Career Direction Australia within seven (7) days of receipt of such invoice.
All amounts not paid to Career Direction Australia by the due date shall, without limiting any other right of Career Direction Australia, accrue interest at the rate of twelve percent (12%) per annum.
CLIENT OBLIGATIONS
The Client agrees to provide Career Direction Australia with:-
All materials and information requested by Career Direction Australia (if any) by the dates specified by Career Direction Australia;
Adequate access to the Client’s premises for the purposes of performing the Services; and
All necessary co-operation and assistance as requested by Career Direction Australia to allow Career Direction Australia to provide the Services.
Without limiting Career Direction Australia’s other rights under this Purchase Order, if the Client fails to comply with any of its obligations under this clause, Career Direction Australia may either suspend performance of the Services for the period of the breach or continue to provide the Services and charge the Client for any reasonable additional costs incurred by Career Direction Australia. The obligation of the Client to pay the Service Fees continues during any period of suspension under this clause.
INTELLECTUAL PROPERTY
This Purchase Order gives the client no ownership or right over any methodology or approach used or provided by Career Direction Australia for the execution of work outlined within this Purchase Order.
This Purchase Order gives Career Direction Australia no ownership of data provided by the Client, or which is generated from the Client’s data, for or during the performance of the Services.
CONFIDENTIAL INFORMATION
Each party must keep the Confidential Information secret and confidential at all times and not disclose it, or permit it to be disclosed, during the term of this Purchase Order and any time afterwards other than as permitted under this Purchase Order.
A party may disclose the Confidential Information to any of its officers, employees, agents or advisers who have a specific need to access the Confidential Information and have agreed to be bound by the terms of this clause. Each party will be responsible for any breach of this clause by its officers, employees, agents or advisors.
This clause shall survive the expiration or termination of this Purchase Order.
WARRANTY
Career Direction Australia warrants that the Services will be provided in a professional manner with due care and diligence. To the extent permitted by law, all other express or implied warranties of any kind are excluded.
LIMITATION OF LIABILITY
Career Direction Australia’s liability to the Client under this Purchase Order is limited to the value of the Service Fees paid by the Client to Career Direction Australia regardless of the form of the action whether in contract, tort (including negligence) or under statute.
In no event shall Career Direction Australia be liable to the Client or any other person for any special, incidental, indirect (such as damages for loss of profits or revenues, business interruption or loss of data), punitive or consequential damages arising out of this Purchase Order.
TERM
This Purchase Order shall commence on the date that the Client signs this Purchase Order and returns it to Career Direction Australia and will remain in effect until the Services have been completed by Career Direction Australia and paid for by the Client, unless otherwise terminated in accordance with this Purchase Order.
A party may terminate this Purchase Order if:-
the other party breaches this Purchase Order and fails to remedy that breach within 14 days of receiving written notice of that breach from the non-breaching party; or
An Insolvency Event occurs in respect of the other party.
Termination of this Purchase Order does not affect the right of any party to pursue remedies available to it or the obligation of the Client to pay all amounts payable under this Purchase Order.
DISPUTE RESOLUTION
If a dispute or disagreement arises under this Purchase Order (Dispute), a party must not commence court proceedings unless it has first complied with this clause.
A party must give written notice (Notice) to the other party that a Dispute exists specifying the nature, and providing details of the Dispute.
Within seven (7) days of service of a Notice, the parties must hold discussions in good faith in an attempt to resolve the Dispute.
If the Dispute is not resolved within seven (7) days of service of the Notice, then the parties shall refer the Dispute to the appropriate senior officer of each party who has authority to resolve the dispute and who shall promptly meet and endeavour to resolve the Dispute.
If the Dispute has not been resolved within seven (7) days of service of the Notice, then the parties shall refer the Dispute to mediation and if not resolved in that forum, either party may then commence court proceedings.
A party may commence court proceedings at any time where that party seeks urgent interlocutory relief.
ASSIGNMENT
The Client or Career Direction Australia shall not assign novate or sublicense its rights under this Purchase Order without the prior written consent of the other party.
FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing any obligation under this Purchase Order (other than an obligation to pay money) by reason of a Force Majeure Event.
NOTICES
All notices under this Purchase Order must be in writing and must either be hand delivered, sent by prepaid post to the representative of a party at the address specified in this Purchase Order or sent by facsimile or electronic mail to that representative.
Notices will be deemed received:-
if hand delivered, on the date of delivery;
if sent by pre-paid post, three (3) days after the date of posting; or
If sent by facsimile or electronic mail, on the day the transmission is effected, provided the sender does not receive a report identifying that the transmission has been unsuccessful.
JURISDICTION
This Purchase Order is governed by and shall be construed in accordance with the laws of Victoria Australia and the parties submit to the non exclusive jurisdiction of the courts in that place.
NO RELIANCE
The Client acknowledges that, in entering this Purchase Order, it has not relied on any warranty, representation or other promise of any nature not contained in this Purchase Order.
SURVIVAL
Clauses 4, 5, 6, 7, 8, 9 and 17 will survive the termination or expiration of this Purchase Order.
ENTIRE AGREEMENT AND CURRENCY
This Purchase Order constitutes the entire agreement between the parties to the exclusion of all other terms and conditions.
All monetary amounts specified in this Purchase Order are Australian dollars, unless specified otherwise.
DEFINITIONS
Confidential Information means all information relating to the business or products of either party including financial, legal, trading or marketing information, designs, drawings, know-how, intellectual property, methods, processes, procedures, systems, designs, techniques, manuals, instructions and other materials apart from that information already in the public domain or information disclosed by a party pursuant to any law or order of any court.
Client means the party specified as such in the Schedule and its successors and permitted assigns.
Force Majeure Event means any event that occurs beyond the reasonable control of the parties including (but not limited to) natural catastrophes, a failure of suppliers to supply parts or materials, government acts or omissions or a change in laws or regulations. Insolvency Event means a party is declared bankrupt or has an administrator, receiver or liquidator appointed.
Intellectual Property Rights means any intellectual or industrial property, including any patent, trademark or service mark, copyright, registered design, trade secret, confidential information semiconductor or circuit layout rights.
Career Direction Australia means the entity specified on the Schedule or and its successors and assigns.
Out of Pocket Expenses means the cost of any airfares, car rental, taxi fares or other ground transportation costs, parking, telephone calls, accommodation, meals, safety clothing or other incidental costs, incurred by Career Direction Australia in providing the Services, to be charged to the Client at cost. Economy class airfares apply to all travel with an elapsed time from airport to airport of less than four (4) hours, and business class applies for all travel with a duration of four (4) hours and over. Accommodation will be in an appropriate business class hotel for the location.
Purchase Order means this purchase order, comprising:-
The Schedule;
these Terms and Conditions; and
Any attachments or annexures specifically referred to in the Schedule.
Schedule means the schedule identified on page 2 of this Purchase Order and attached to these terms and conditions. Service Fees means the fees payable by the Client to Career Direction Australia specified in the Schedule.
Services means that work to be performed by Career Direction Australia as specified in the Schedule.