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Agreement to Terms and Conditions of Service

This Agreement is between the client named on the proposal, including location, and date with Uplift Consultancy with its primary place of business being mobile in New South Wales, Australia.

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1. Introduction

Uplift Consultancy and the Client (individually referred to as “Party” and collectively referred to as “Parties”) hereby agree that Uplift Consultancy will provide Services as described in the proposal and have agreed to the terms of this Agreement by the client returning the signed proposal to Uplift Consultancy.

THEREFORE, the Agreement will be in accordance with the following terms unless an alternative or modification is expressly agreed between the Parties:

 

2. Definitions

In this Agreement (otherwise to the extent expressly provided and agreed to by the Parties):

“Agreement” refers to all the terms of this Agreement including but not limited to any Schedules and any subsequent amendment(s) to this Agreement;

“Business Days” refer to any day that is not a Saturday, Sunday, or public holiday in NSW, Australia.

“Client Materials" refer to all materials supplied by or on behalf of the Client to the Consultant in connection with the Services under this Agreement;

“Client” refers to the Client Party under this Agreement;

“Confidential Information” refers to all information in whatever form, including but not limited to the Client's businesses, customers, consultant, contracts, sales, marketing, planning, performances, financials, products, trades, employees, and third-party information disclosed by the Client to the Consultant or any of its employees or contractors under this Agreement.

“Consultancy Services” or “Services” refer to the services to be provided by Uplift Consultancy as expressly agreed in the proposal to the Agreement;

“Consultant” refers to the services provided by Uplift Consultancy in this Agreement;

“Party” refers to either the Client or the Consultant, and “Parties” refers to the collection of the Client and the Consultant;

“Third-Party Materials” refer to all materials including Intellectual Property Rights and Confidential Information made available by third parties that are not a party to this Agreement and used in connection to the Services under this Agreement; and

“Timetable” refers to allocating time per milestone required to complete the Services under this Agreement.

 

3. Purpose of Agreement

The express purpose of this Agreement is to set out the terms under which the Uplift Consultancy will render services to the client as per proposal stated above.

 

4. Consultancy Services

The scope of the Consultancy Services that will be provided to the Client are set out in the “Schedule” to this Consultancy Agreement (the "Services”).

The Consultant shall duly perform the Services to the best of her ability and a reasonable professional standard within the industry of the Services rendered. Any personnel provided by the Consultant shall also perform their duties to the same professional standard.

Accordingly, the Consultant shall allocate the time and set up the “Timetable” required to professionally complete the Client’s Services. It is a material term of this Agreement that the Consultant shall complete the Services within the duration set out in the proposal to this Agreement.

 

5. Delivery of Services

Uplift Consultancy will provide services of training, coaching and mentoring in team management, including but not limited to leadership, workflow efficiency, communication, conflicts, and facilitating meditations. As set out in the client proposal.

 

6. Duration of Agreement

This Consultancy Agreement shall come into full force and effect on the effective date of booked service unless otherwise terminated by either party or by mutual agreement of both parties under this Agreement. Accordingly, the Consultancy Services shall commence on the proposal date and shall continue until proposal conclusion.

The Agreement shall continue to be in full force and effect unless and until terminated, with no less than 7 days prior written notice.

 

7. Compensation and Payment

Unless otherwise expressly agreed, the Consultant shall submit valid invoices to the Client at weekly intervals, with a 7-day payment. The Client is obligated to provide payment to the Consultant as per invoice during the term of this Agreement.

The submitted invoices are expected to outline the details of the total work hours or days per milestone by the Consultant, Sub-consultant, or Substitute, the Services rendered, and the amount of payable fees. Overdue invoices will incur a 7% interest fee monthly.

The Consultant shall pay for all expenses where appropriate and reasonably necessary for the effective delivery of the Services herein. The Client may only pay for such expenses exclusively incurred by the Consultant in rendering the Services under this Agreement and expressly agreed by the parties with the Client’s consent.

 

8. Taxation

The Consultant shall be liable for its action(s), and those of its employees and agent(s), and nothing in this Agreement shall be construed as creating an employment, work, agency, or partner relationship between the Client and Consultant.

Accordingly, the Consultant will be deemed an independent contractor and shall be fully responsible for the payment of taxes, including applicable Sales Taxes, levied upon the services delivered under this Agreement. The Consultant and client agrees to mutually indemnify  against all liabilities, claims, costs, or expenses regarding such payment, including interests and penalties. Uplift Consultancy is not required to add GST on services.

 

9. Authority

The Consultant does not possess any legal or business decision-making authority on behalf of the client. Uplift Consultancy does not provide legal advice and will not be held responsible for advice misused or claims against Uplift Consultancy or its representatives. You must seek advice from a qualified professional.

 

10. Substitution

Suppose the contracted Consultant under this Agreement cannot render the Services or complete the same due to one reason or another. In that case, it is expected to notify the Client within a reasonable time. Accordingly, no fee shall be payable regarding any period during which the agreed Services are not provided.

The Consultant shall, with the prior written approval of the Client, appoint a suitable qualified and skilled Substitute to perform or complete the Services under this Agreement on its behalf. After approval of any such appointment, the Consultant shall continue to submit invoices to the Client and shall be responsible for all remuneration of such Substitute.

 

11. Warranties

The Consultant hereby warrants to the Client that:

  1. The Consultant has the legal right and authorization to enter into this Agreement and perform its obligations herein;

  2. The Consultant possesses all relevant qualifications, accreditations, and experience required to perform its obligations under this Agreement;

  3. The Consultant shall deliver services in a manner that conforms to standard practice and redeliver unsatisfactory services at no extra or additional expense to the Client in addition to all its obligations contained herein;

  4. The failure of the Client to enforce any term or provision of this Agreement shall not be construed as a waiver of the Client’s right to enforce all terms and provisions of this Agreement subsequently;

  5. The Consultant shall always comply with any applicable legal and regulatory requirements applying to the business of the Client, as well as the rules and regulations of the Client, where the Consultant has been made aware with reasonable notice by the Client.

All warranties and representations by the Parties expressly set out in this Agreement shall be to the maximum extent permissible by applicable law. There shall be no implied warranties or representations as to the exercise of any right or obligation under this Agreement.

 

12. Restrictions

Nothing contained herein shall prohibit the Consultant from engaging in other services, activities, or businesses with other clients during the entire duration of this Agreement provided that:

  1. Such service, activity, or business does not cause a breach of any of the Consultant’s obligations under this Agreement;

  2. Such service, activity, or business does not cause a real or potential conflict of interest between its obligations under this Agreement; and

  3. The Consultant immediately notifies the Client of any such service, activity, or business that may breach its obligations under this Agreement or constitute a conflict of interest, and shall immediately prioritize its obligations under this Agreement over such other engagement.

 

13. Insurance

The Consultant shall obtain, hold and maintain indemnity insurance policy for the entire duration of this Agreement.

 

14. Non-Compete

During the entire duration of this Agreement, and for six months following its termination, the Consultant shall not engage in any activity, whether directly or indirectly, in any capacity, that would in any way compete with the Client’s business in which the Consultant is involved.

Accordingly, this non-compete is to be geographically limited to areas and locations of the Client’s operations.

 

15. Non-Solicitation

During the entire duration of this Agreement, and for six months following its termination, the Consultant shall not, whether directly or indirectly, solicit or attempt to solicit any business from the Client’s customers, employees, or contractors, without the express written consent of the Client.

 

16. Intellectual Property

Both Parties hereby agree that the Client shall hold all proprietary rights, titles, and interests in any deliverable resulting from the Consultancy Services delivery under this Agreement, including but not limited to copyrights, patents, trade secrets, trademarks, and designs.

The Consultant shall retain the moral rights to original materials and items produced by the Consultant in connection to the services rendered hereunder. However, any such rights shall not exclude or limit the license and exercise of rights granted to the Client.

 

17. Confidentiality

“Confidential Information” shall not include any information that is:

  1. Made generally available to the public with no fault of the Consultant;

  2. Lawfully obtained by Consultant from third-parties unrelated to the Client, and without breach of any confidentiality obligation hereunder; or

  3. Mandated to be disclosed by any applicable law or government body.

 

12 Assignment

Except otherwise expressly provided under this Agreement, nothing herein shall operate to confer rights or benefits to persons that are not a party to or affiliated with this Agreement. Accordingly, this Agreement shall be to the benefit of both Parties and binding on the successors and permitted assigns of the Parties.

The Consultant shall not in any way assign its rights or obligations herein without the prior written consent of Client. The Client shall also not assign its rights and obligations under this Agreement without prior written notice to the Consultant.

 

19. No Employment Status

The Consultant understands its relationship to be that of an independent contractor and not an employee of the Client. The Consultant and any of its employees, contractors, or agents delivering the Services herein are not in any way employees of the Client and are not entitled to receive any employment benefits from the Client.

Accordingly, the Client shall not be required to make contributions for employment insurance, pension plans, health insurance, workers’ compensation, or other similar levies on behalf of any of the Consultant’s employees or personnel.

 

20. No Guarantee

The Consultant does not make any warranty or guarantee any specific performance level or result or construe the performances for previous clients as representing any promised level of results.

 

21. Communication

Any required notice by the parties under this Agreement shall be appropriately delivered in writing by personal delivery, delivery post, or electronic mail to the recipient party’s addresses as stated in the Schedule to this Agreement.

Accordingly, any notice given by personal delivery shall be deemed to have been given on the day of delivery. Suppose delivered by delivery post or registered mail, after 7 “Business Days” following delivery of such notice.

 

22. Termination

Notice to terminate this Agreement may be made 7 days prior with no penalty. If client fails to the agreement 50% of proposed fee will be charged.

 

23. Amendment and Modification

Any amendment, modification, or alteration to this Agreement shall be expressly made and fully executed in writing to be duly signed by both Parties hereto.

Any other condition including variations or modifications to the terms set out in this Agreement shall be included in the Appendix to this Agreement and be valid only in writing and signed by or on behalf of the parties hereunder.

 

24. Entire Agreement

This Consultancy Agreement constitutes the entire Agreement between both parties. It supersedes and replaces in its entirety all previous agreements, promises, conditions, communications, and understandings by both Parties regarding the subject matter of this Agreement, whether oral or written.

 

25. Governing Law

This Consultancy Agreement shall be governed and construed under the relevant laws of NSW, Australia. Accordingly, any dispute arising from this Agreement or between the Parties concerning the Consultancy Services herein shall be exclusively resolved with conflict resolution.

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