When you work with Sarah Cannata Pty Ltd, you agree to the following Terms and Conditions:

By engaging in the services offered by Sarah Cannata Pty Ltd, you agree to the following Terms and Conditions.

These Terms and Conditions are incorporated to and form part of the Service Proposal Letter accompanying this document, which together constitutes this Agreement.

1. You agree to appoint us on an exclusive basis to provide the Services for the duration of the Term. You must not appoint another party to provide the Services without our prior written consent.

2. You must pay the Fee and any approved expenses upon receipt of invoice in accordance with this agreement, without setoff, deduction or counterclaim.

3. You must reimburse us for any reasonable out of pocket expenses which are properly incurred in providing the Services, and for which prior written approval has been obtained. These expenses include, without limitation:

a. travel expenses;

b. overseas telephone charges; and

c. accommodation costs.

We will not incur any costs or obligations on your behalf except with your prior written approval.

4. It is your responsibility to communicate with us in terms of any necessary dates or deadlines that need to be met. While we aim to provide the best possible service at all times, if these dates or deadlines are not met, we will not be held liable. We will commit to providing up-to-date information as to a project’s status and aim to meet deadlines as best we can.

5. Although we will take precautions to avoid errors, inaccuracies, and omissions in terms of actual content produced, you are and will remain solely responsible for

a. checking and approving the accuracy and completeness of all information provided in relation to the content services we provide to you; and

b. all material, content and information produced and/or published by you.

6. You warrant that:

a. to the best of your knowledge and belief, after making all reasonable enquiries, that any information or material that you provide to us to be included in the delivery of the Services, does not breach or infringe upon any Intellectual Property Rights nor give rise to any liability to make royalty or other payments to any person;

b. you have not relied on any representation made by us which has not been expressly stated in this agreement.

7. We are engaged as an independent contractor. Nothing in this agreement:

a. constitutes an employee and employer relationship between the parties;

b. constitutes a partnership or a joint venture between parties; or

c. authorises one party to assume or create any obligations on behalf of the other party except as specifically permitted under this agreement.

8. The parties will remain entirely responsible for the employment relationships with its employees and all their relevant employment matters, entitlements (including but not limited to leave entitlements and superannuation contributions) and occupational health and workplace safety.

9. We value your confidentiality and will treat any Confidential Information which has or may come into our possession as remaining your property. We agree not to use, disclose or copy Confidential Information in any form or in any manner except for the purpose of and to the extent necessary to provide the Services unless

a. the Confidential Information is known by or in our possession or control other than through breach of this agreement and is not subject to any obligation of confidence; or

b. is in the public domain other than by a breach of this agreement or any obligation of confidence; or

c. you have agreed in writing to the specific disclosure, use or copying of Confidential Information; or

d. to the extent that disclosure of specific Confidential Information is required for us to comply with any applicable law.

10. The parties agree that:

a. all rights created in and to Contract Materials including any Intellectual Property Rights which subsist in the Contract Materials or which may be obtained from the Contract Materials belong to us; and

b. all of the Intellectual Property Rights in all Contract Materials will only be assigned to you upon payment of all Fees and approved expenses owed under this agreement.

11. You release us from all claims, demands, actions, suits, proceedings, liabilities, damages, losses, costs and expenses arising either directly or indirectly from any accident, damage or injury of any kind which may occur on any part of any property owned by you or as a consequence of or in any way incidental to the exercise of our rights under this agreement, except to the extent caused or contributed by a deliberate act, negligence or default on our part. Your obligations under this clause continue after we cease to provide the Services and survive the expiry or termination of this agreement.

12. You indemnify us against any Loss, liability, demand and taxes incurred as a result of:

a. any breach of any term of this agreement by you or a breach of any express or implied warranty given by you;

b. any unlawful or negligent act or omission by you;

c. any claim relating to your relevant employment matters, entitlements and occupational health and workplace safety;

d. any claim by any person (other than you) arising out of or as a consequence of the provision of the Services; or

e. any infringement or alleged infringement by you of any Intellectual Property Rights through the provision of the Services.

Your obligations under this clause continue after we cease to provide the Services and survive the expiry or termination of this agreement.

13.

a. Either party may terminate this agreement at any time by giving the other party one (1) month’s written notice.

b. Either party may immediately terminate this agreement at any time without notice if the other party:

i. commits a material breach of this agreement and, if the breach is capable of remedy, the other party does not remedy that breach within 5 Business Days of being required by notice to do so;

ii. becomes insolvent or goes into liquidation, or enters into any arrangement or composition with creditors, or any action is taken for the appointment of an administrator or official manager or receiver over its assets;

iii. is a natural person and dies or is made or declared bankrupt or becomes incapable of managing its own affairs or is gaoled or is convicted of an indictable offence;

iv. engages in any misconduct (including but not limited to fraud or dishonest behaviour); or

v. engages in any activity which in the reasonable opinion of the other party, detrimentally affects its reputation.

14. This agreement may not be assigned or amended without the written consent of the parties.

15. This Deed is governed by the law of the State of Victoria and the parties submit to the jurisdiction of the courts of that State.

16. If any provision of this Deed is held to be unlawful, invalid, unenforceable or in conflict with any rule of law, statute, ordinance or regulation it is to be severed so that the validity and enforceability of the remaining provisions are not affected.

17. No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of, or seeks to rely on, this Deed or any part of it.

18. The following definitions apply in this agreement:

agreement means this agreement formed once you sign and accept the Service Proposal Letter incorporating these Terms and Conditions.

Commencement Date means the Commencement Date described in the Service Proposal Letter or as otherwise agreed between the parties.

Confidential Information means all information acquired or created by us during the course of or in connection with our performance of the work or fulfilling obligations under this agreement, including information about your products, processes, systems, equipment, dealings, transactions, policies, finances, organisation or personnel, or about those of your clients or anyone associated with it or them, except for:

a. information that is available to the public (other than through disclosure by us or by a person to whom we disclosed the Confidential Information); or

b. information that we can prove we lawfully possessed before acquiring it in connection with this agreement.

Contract Materials means Material created, made or discovered by us (either alone or with others):

c. in the course of our engagement;

d. or as a result of using your resources (including the Confidential Information and Intellectual Property Rights), but does not include any Existing Materials.

Corporations Act means the Corporations Act 2001 (Cwth).

Existing Materials means Materials created, made or discovered by us prior to or outside the scope of our engagement that we use or supply in the course of our engagement.

Fee means the fee that you must pay us in accordance with this agreement.

Fee Schedule means the rate/s of fees set out in the Service Proposal Letter or as otherwise agreed in writing.

GST Law has the same meaning as “GST law” in A New Tax System (Goods and Services Tax) Act 1999 (Cwlth).

Intellectual Property Rights means rights subsisting or capable of subsisting or being obtained under intellectual property legislation, including legislation dealing with copyright, circuit layouts, designs, patents, plant varieties or trade marks, and whether in Australia or overseas. These rights include:

(a) all rights in all applications to register these rights;

(b) all renewals and extensions of these rights; and

(c) all rights in the nature of these rights, such as Moral Rights.

Loss includes any loss, damage, compensation, fine, penalty, charge, payment (including under workers’ compensation, professional indemnity, public liability, products liability and motor vehicle insurances), cost or expenses (including any legal cost and expense on a full indemnity basis) however it arises and whether it is present or future, fixed or unascertained, actual or contingent, and including loss of profits, loss of revenue or loss of opportunity.

Materials means works, ideas, concepts, designs, inventions, developments, improvements, systems or other material or information.

Moral Rights means a right of attribution of authorship of a work, a right not to have authorship falsely attributed and a right of integrity of authorship as defined in the Copyright Act 1968 (Cth).

Service Proposal Letter means the letter to which these Terms and Conditions are attached.

Services means the Services described in the Service Proposal Letter.

Tax means a tax, levy, duty, charge, deduction or withholding (including GST), however it is described, that is imposed by law or by a government agency, together with any related interest, penalty, fine or other charge.

Term means the term of this agreement starting from the Commencement Date until it is terminated in accordance with clause 13.

19. Unless expressed to the contrary,

a. a reference to:

(i) a capitalised term or expression that is defined in clause 18 (Definitions) has the meaning given to it in the Definitions;

(ii) a legislative provision or legislation (including subordinate legislation) is to that provision or legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;

(iii) a policy, document (including this agreement) or agreement, or a provision of a policy, document (including this agreement) or agreement, is to that policy, document, agreement or provision as amended, supplemented, replaced or novated;

(iv) a party to this agreement or to any other document or agreement includes a successor in title, permitted substitute or a permitted assign of that party;

(v) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and

(vi) anything (including a right, obligation, or concept) includes each part of it.

b. a singular word includes the plural, and vice versa.

c. a word which suggests one gender includes the other gender.

d. if a word is defined, any other grammatical form of that word or phrase has a corresponding meaning.

e. if an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.

f. the word agreement includes an undertaking or other binding arrangement or understanding, whether or not in writing.

g. the words insolvent, related body corporate and subsidiary have the same meaning as in the Corporations Act.

h. the expression in this agreement includes the agreement, arrangement, understanding or transaction recorded in this agreement.

i. a reference to dollars or $ is to an amount in Australian currency.

j. terms used in clauses concerning GST have the same meaning as in the GST Law unless the clause states otherwise.

Last updated: 14 February 2016