1. CONSULTANT shall perform the Services for Alinea in accordance with this Agreement and documentation detailing scope of Service, and perform their obligations under this Agreement in a diligent, timely and expedient manner.
2. CONSULTANT shall perform their obligations under this Agreement in accordance with all applicable laws, with due care and skill. Alinea will regularly review the Services being delivered and provide complete, accurate and timely feedback to CONSULTANT as required.
3. CONSULTANT warrants that they have the expertise and qualifications necessary to perform the Services and that they will perform their duties to a standard appropriate to a person having that expertise and those qualifications. CONSULTANT must maintain their expertise and qualifications. It is expected that CONSULTANT will comply with the laws and custom of their relevant professional body and abide by the Ethical principles and guidelines of that professional body. CONSULTANT will not directly accept any payment or other benefit from any person as an inducement or reward for any act or forbearance in connection with any matter or business transacted by Alinea or on our behalf. CONSULTANT will disclose to Alinea any interests which may compete or conflict with Alinea interests.
4. Where CONSULTANT provides and uses their own equipment, the equipment must be suitable for the work and must be maintained in a good working condition.
5. CONSULTANT will keep Alinea informed of their progress under this Agreement. Both parties must attend any meeting called by the other party to discuss this Agreement. CONSULTANT will provide Alinea with reports in relation to the Services as Alinea may reasonably require.
6. Alinea will pay CONSULTANT the Fees as detailed in Service documentation upon receipt of a Tax Invoice from CONSULTANT and within 30 days of Alinea receiving payment from the CLIENT. Alinea will also reimburse CONSULTANT any Recoverable Expenses incurred. CONSULTANT will provide Alinea with evidence to substantiate the Recoverable Expenses (for example, by providing receipts) and will not charge Alinea any mark-up, overhead or administration fee in relation to the Recoverable Expenses. All expenses require pre-approval from Alinea before incurring any charges.
7. Alinea and CONSULTANT mayagree Variations to the initial Service scope from time to time in respect ofadditional work or deliverables. The Variation shall be set out in written formand shall set out the Fees for other specific work and deliverables. A Directorof Alinea is deemed to have Alinea’s authority to bind Alinea to theVariations.
8. Alinea will ensure that any Personal Information collected, processed, used, disclosed or transferred to CONSULTANT in connection with this Agreement is handled in accordance with all relevant privacy legislation.
9. CONSULTANT and Alinea will maintain the confidentiality of the other party’s Confidential Information and will only use such Confidential Information to perform their obligations under this Agreement except where the Confidential Information is in the public domain without a breach of this paragraph, has been independently created,developed or acquired by the recipient without breach of this paragraph or is already known by the recipient independently of its involvement in this Agreement or interaction with the other party and free of any obligation of confidence. CONSULTANT and Alinea may disclose the Confidential Information of the other party to its own personnel in connection with this Agreement or as required by applicable law. Upon termination or expiry of this Agreement, CONSULTANT and Alinea must promptly return any Confidential Information of the other party.
10. This Agreement continues for the term as specified in the scope of Services documentation. Either party can terminate this agreement by providing 30 days written notice. Either party may terminate this Agreement immediately by notice in writing to the otherparty if:
a. the other party becomes or resolves to become subject to any form of insolvency administration, is or begins to be wound up (other than for the purposes of reconstruction or amalgamation), enters into any arrangement between itself and its creditors, or is unable to pay its debts when they fall due; or
b. the other party is in breach of this Agreement and such breach has not been remedied within 14 days of receipt of a notice from the other party specifying the breach and requiring it to be remedied. In the event of termination pursuant to this clause all monies payable to CONSULTANT by Alinea at any time shall become immediately due and owing.
11. CONSULTANT is an independent consultant. CONSULTANT will not:
a. represent itself as being an employee or agent of Alinea without Alinea’s consent;
b. by virtue of this Agreement become an employee or agent of Alinea.
12. CONSULTANT is solely responsible for payment of any taxes arising directly or indirectly from the provision of the Services (including without limitation, income tax, GST, PAYG). CONSULTANT has no claim upon Alinea in respect of:
a. remuneration, including leave, taxes or duties;
b. claims under workers compensation, industrial relations or anti-discrimination legislation; and
c. claims under any other law affecting or relating to the relationship between employer and employee.
13. CONSULTANT will take out and maintain with a reputable insurer for the duration of the Services Professional Indemnity insurance up to the value of $10 million. Alinea will require a copy of certificate of currency in relation to the above insurance,including yearly updates when due.
14. Use of any promotional photographs involving CONSULTANT will remain the property of Alinea and may be used after this Agreement ceases. CONSULTANT understands that the circulation of such materials could be worldwide and that there will be no compensation for this use. Any comments placed on CONSULTANT personal social media which could negatively affect Alinea’s reputation will be considered detrimental to the ongoing viability of this Agreement and will likely lead to the termination of this Agreement.
15. Where CONSULTANT deals with Personal Information for the purpose of providing the Services CONSULTANT must comply with the provisions of the Privacy Act 1988 (Cth).
16. CONSULTANT must not use, disclose or copy Confidential Information in any form or in any manner; and must use their best endeavours, including keeping such information in a safe place, following Alinea’s procedures, and implementing adequate security measures, to ensure that third parties do not use, disclose or copy Confidential Information, except for the purpose of and to the extent necessary to perform their duties.
17. The obligations in the above clause do not apply if Alinea has agreed in writing to the specific disclosure, use or copying of Confidential Information; or disclosure of specific Confidential Information is required to comply with applicable law.
18. CONSULTANT must immediately notify Alinea if they become aware of any breach of the obligations in this clause and must immediately notify Alinea if they are lawfully obliged to disclose any Confidential Information to a third party and must comply with Alinea's lawful directions in relation to the disclosure.
19. CONSULTANT obligations under this clause will continue after their Agreement ends.
20. As part of the Agreement Alinea requires the following of CONSULTANT in relation to protection of Intellectual Property Rights:
a. For the purposes of this clause, Intellectual Property includes but is not limited to trademarks, patents, copyrights, processes know-how, registered designs or other like rights or any right to apply for registration of any of the former.
b. CONSULTANT must disclose to Alinea promptly and fully all discoveries, improvements and inventions made orconceived by CONSULTANT (either solely or jointly with others) in the course of performing the Services which are similar to the actual or anticipated business, work or investigations of Alinea or which result from or are suggested by any work performed for Alinea (Inventions). Such Inventions, whether or not they contain Intellectual Property rights capable of protection, will be and remain the sole and exclusive property of Alinea or its nominees.
c. CONSULTANT acknowledgesthat Alinea owns all Intellectual Property created by CONSULTANT in connection with the Services, that now exists or that later comes into existence. CONSULTANT assigns all rights in such Intellectual Property to Alinea. CONSULTANT will do all things and execute all documents necessary to secure Alinea's ownership ofthe Intellectual Property.
d. CONSULTANT indemnifies Alinea fully against all liabilities, costs and expenses which Alinea may incuras a result of any breach of this clause by CONSULTANT.
e. The obligations under this clause survive termination or expiry of this Agreement.
21. If a Force Majeure Eventoccurs and such event will or is likely to cause a delay in the Services, CONSULTANT shall immediately notify Alinea of the nature of such event and the likely period of delay. “Force Majeure Event” means an event or occurrence which is beyond a party’s reasonable control, including acts of God or the public enemy, flood, earthquake, storm, tsunami, cyclone, tornado, hurricane, lightning,fire, explosion, epidemic, war (whether declared or not), embargoes, riot or civil disturbances, strikes, lockouts, sabotage, expropriation, confiscation or requisitioning of facilities, orders or temporary or permanent injunctions of any duly constituted court of competent jurisdiction, unavoidable accident, failure or interruption of or relating to electricity supply or conveyance, serious illness or death of relevant staff at Alinea, delay in information or approval from Alinea or its contractors or sub-contractors which prejudices the ability to complete the Services within the given time frame; and which that party could not have reasonably foreseen and taken reasonable measures to prevent.
22. In relation to the subject matter of this Agreement all the rights and duties of the parties shall be regulated exclusively by the terms and conditions of the Agreement. Neither party shall owe to the other any duty, of whatsoever nature, independently of, or concurrently with the terms and conditions of the Agreement, to the extent permitted by law.
23. This Agreement is to be binding on and endure for the benefit of the parties and their respective successors and permitted assignees or transferees. Neither party may assign any of its rights or obligations under this agreement, except with the prior written consent of the other party, which may not be unreasonably withheld or delayed. Following any assignment, the assigning party will remain liable to the other party in respect of any obligations which have been assigned. Each permitted assignee or transferee will have the same rights against the other party as if named in this Agreement as the assigning party.
24. The waiver or variation of any of the terms or conditions contained herein by either party does not constitute a waiver or variation of any of the other terms and conditions in this Agreement. A failure or delay in the exercise, or partial exercise, of a right arising upon default under this Agreement, does not result in a waiver of that right.
25. This Agreement will begoverned by and interpreted under the laws of South Australia, Australia and the parties submit to the jurisdiction of South Australia, Australia.
26. This Agreement may be made by each party signing a copy and forwarding it to the other party by email. The date of this contract is the date the latter of the parties signs it.
27. Words in the singular include the plural and vice versa, words of one gender include every other gender and references to persons include firms, companies, joint ventures, and bodies corporate or unincorporated.
28. The headings in this Agreement (including words in bold at the commencement of clauses orsubclauses) are inserted for convenience only and will not affect the construction or interpretation of those provisions.
29. All payments referred to in this Agreement shall be in Australian Dollars.
30. A signature by a person as Alinea means a person duly authorised and signing for and on behalf of that entity.
31. Each party acknowledges that, except as expressly stated in this Agreement, that party has not relied on any representation, warranty or undertaking of any kind made by or on behalf of the other party in relation to the subject matter of this Agreement.
32. This Agreement binds and benefits the parties and their respective successors and permitted assigns.
33. Each party must pay its own legal costs of and incidental to the preparation and completion of this Agreement.