Terms of Engagement

Last updated on 29 July 2021

A. The following document (these “Terms of Engagement” or “Terms”) describe the terms under which Acuvent (hereinafter, “We” or “Contractor”) offers each individual or entity (hereinafter, “You” or “Customer”) professional services to assist Customer in the use of their event management software and technology (the “Service”). Each party agrees to comply with and to be bound by the Terms set out below.

WHEREAS:
B. Acuvent is engaged in the business of providing specialist expertise and services in event management software and related technologies.

C. Acuvent is able to provide specialist skills and experience that the Customer wishes to engage from time to time, for a project of limited duration and/or utilising skills which the Customer may not have in-house.

IT IS HEREBY AGREED AS FOLLOWS:

1. Performance of Services

[TO BE USED FOR HOURLY RATE-BASED SERVICES]:

(a) The Contractor hereby agrees to undertake supply of the services as detailed in quotation provided to Customer and undertakes to comply with any reasonable requirements relating to the performance of these services which shall be communicated in writing to the Contractor by the Customer.

(b) The price for the services will be as detailed in quotation provided to Customer, exclusive of GST and applicable expenses (as agreed by Customer).

(c) The Contractor will provide the Customer with an invoice for the services performed every 14 days or as outlined in the quotation provided to Customer.

(d) The Customer will pay the Contractor the invoiced amount within 14 days of the submission of invoice by the Contractor.

OR

[TO BE USED FOR PROJECT (FIXED PRICE AND/OR FIXED OUTCOME) SERVICES]:

(a) The Contractor hereby agrees to achieve the outcome outlined in the quotation provided (“Services”) by the date specified in the quotation (subject to any extension agreed in writing between the parties and subject to timely provision of information and responses by Customer) and/or for the fixed term specified in the quotation. Payment of progress payments will be according to the achievement of milestones, and final payments according to the results achieved as set out in quotation.

(b) The Contractor will provide the Customer with an invoice for the services performed every 14 days or as outlined in quotation provided to Customer indicating the progress made to achieving the performance of the Services and making a claim for a proportion of the contract sum based on the progress achieved.

(c) The Customer will pay the Contractor the amount of the progress claim to reflect achievement of relevant milestones as progress toward achieving the results specified in 1(a) within fourteen days of the progress claim.

(d) The Contractor agrees that this contract is for the obtaining of a result described per quotation provided and unless that result is achieved, the Contractor will not be entitled to any of the contract sum and any amount of the contract sum that has been paid to date shall be refunded if the result is not achieved.

1. Performance of services (cont’d)

(e) The Contractor will supply all equipment and tools of trade necessary for the provision of the Services with exception of Cvent software for which the Customer holds a current license.

(f) The Customer will securely provide a unique user login(s) to the relevant Cvent software solutions for Contractor to access.

(g) Acuvent represents and warrants that it is experienced in providing the Professional Services and Support Services described herein and further warrants that it will perform the Professional Services and Support Services in a good, workmanlike, and professional manner. Customer is responsible for final acceptance testing of all configuration and changes made to their Cvent account to ensure services provided are in accordance with Customer’s requirements and as outline in quotation provided. The remedy for breach of the foregoing warranties shall be the re- performance of the relevant Professional Services free of charge.

(h) The Contractor will indemnify the Customer for claims or loss arising from a breach of professional duty in the provision of professional services. The liability of the Contractor is reduced to the extent that the Customer or other person(s) caused or contributed to the loss or occurrence which gave rise to the claim. In these terms, the Contractor will be liable for the cost of rectifying any defect in the work performed.

(i) This Agreement is to remain in effect from the date Customer accepts Contractor’s quotation until the period set forth on the applicable quotation, on completion of specific fixed fee/outcome project, or upon the delivery to the Customer of quoted number of hours of services.

2. Limitation and indemnity

(a) You indemnify us against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a third-party claim against us relating to your engagement of our services (except as far as we’re at fault).

(b) Other than liability that we can’t exclude or limit by law, our liability to you in connection with our services or these terms, in contract, tort (including negligence) or otherwise, is limited as follows:

(b.i) We have no liability arising from delivery of our services for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary, or special loss, damage or expense.

(b.ii) Our total aggregate liability to you in any circumstances is limited to the total amount you paid us for your services in the 12 months immediately preceding the date on which the claim giving rise to the liability arose. The existence of more than one claim shall not enlarge this limit.

3. Relationship between the parties

(a) This Agreement does not constitute any company, partnership, or joint venture between the parties for any purpose. Neither party to this Agreement shall have any right to incur any liabilities or obligations on behalf of or binding upon the other party except as provided for in that Agreement.

(b) Nothing in this Agreement constitutes a relationship of employer and employee. The Contractor must not act in any way other than as an independent contractor of the Customer.

(c) The Customer will not be responsible for any payments in respect of:

(c.i) the remuneration of the Contractor’s personnel including salary and wages, annual leave, sick leave, long service leave or superannuation,

(c.ii) workers’ compensation, accident, sickness and life insurance for the Contractor’s personnel; and

(c.iii) all taxes including but not limited to corporate tax, payroll tax, PAYG tax, training guarantee levy, FBT, excise duty, GST, personal income taxes, company income taxes, Contractor’s payroll taxes, superannuation guarantee levy, health insurance levy and any other additional taxes or levies imposed by government.

(d) Where agreed, the work carried out to achieve the results set out in the quotation is Agreement can be undertaken by another person provided by the Contractor. This arrangement will be subject to the substitute Contractor having the appropriate qualifications and relevant experience, and to the Customer’s approval (which will not be unreasonably withheld).

(e) The Contractor will not be subject to the supervision, direction, or control on the manner in which he or she renders the agreed services, and will maintain a high level of discretion, flexibility and professional judgment as to how the work is performed and results achieved. Checking of the Contractor’s work by the Customer or co-ordination with other project activities will not constitute control over the Contractor.

(f) The Contractor acknowledges and hereby agrees that in relation to the supply of the services under this Agreement it is responsible for compliance with all statutory requirements in relation to trading, including but not limited to the payment of all or any taxes, superannuation, workers’ compensation or other charge, levy or obligation imposed by law as a result of this Agreement.

(g) The ownership of any intellectual property, unless in the public domain, generated by or introduced into the services by the Contractor always remains with the Contractor unless otherwise specifically agreed in writing. All written data to be exchanged by the parties to this Agreement shall be regarded as confidential and shall remain the property of the discloser. All such written data shall be immediately returned to the discloser upon written request or at the expiry of this Agreement.

(h) These terms (3(a), (b), (c), (d), (e), (f) and (g)) shall have effect from the start date of engagement and shall survive the Agreement.

4. Confidentiality

(a) The parties agree that confidential information disclosed to the other party remains at all times confidential and each party indemnifies the other in respect to all loss, damage, claim, liability, cost or expense suffered by the discloser arising from any breach of this Agreement.

(b) The Contractor shall not disclose and shall use its best endeavours to prohibit and prevent the unintentional disclosure of any confidential information concerning the business, strategic plan, methodologies or any other interests of the Customer which may come to its knowledge.

(c) The Customer acknowledge that the methodology and materials of the Contractor, unless in the public domain, are to remain confidential to the Contractor unless otherwise specifically agree in writing.

5. Termination

Either party may terminate this Agreement at any time by seven days written notice to the other party. For Agreements that can be renewed, the Customer agrees to give the Contractor two weeks’ notice if the Agreement is not to be renewed or renegotiated upon expiry/anniversary.

6. Waiver

If either party shall waive any breach of this Agreement or forbear to enforce any part of it on any one or more occasion, such waiver or forbearance shall not be taken as evidence against that party and shall not preclude that party from subsequently enforcing any part of this Agreement.

7. Events outside our control

We aren’t liable to you for any failure or delay in performance of any of our obligations under these terms arising out of any event or circumstance beyond our reasonable control.

8. Disputes

If any dispute arises involving the performance of this contract or the interpretation of its terms, before resort to legal action is had by either party, it is agreed that if negotiations fail, the parties agree to resolve those disputes through binding arbitration or small claims court instead of in courts of general jurisdiction.

9. Governing law

All matters with respect to the Services and these Terms will be governed by the laws of the State of Queensland (Australia), without regard to any conflict of law principles, and the parties agree to the sole and exclusive venue of the courts encompassing Brisbane for all matters arising with respect to same.

10. Changes to Terms

We may need or decide to change these Terms, but changes won’t apply retrospectively. You can keep track of changes to our terms by referring to the version and the date last updated at the top of the terms.

Generally, we endeavour to provide you with 30 days’ notice of material changes before they become effective, unless we need to make immediate changes for reasons, we don’t have control over. When we notify you, we’ll do it by email or by posting a visible notice through our services. If a change isn’t material, we may not notify you.

We object to and reject any additional or different terms proposed by you, including those that may be contained in your purchase order, acceptance, website or other.

11. Notices

Unless otherwise specified, all notices or communications of a contractual nature given in relation to this Agreement by either party to the other party shall be in writing and emailed:

  • Any notice you send to Acuvent must be sent by email to legal@acuvent.com.au
  • Any notices we send to you will be sent to the email address you’ve provided us through acceptance of our most recent quotation.

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