This Contract of Engagement (referred to as “the Agreement”) details the terms and conditions of engagement between Lynette Delane trading as Kits and Bits Pty Ltd ABN 89 605 185 617 (referred to as “Contractor, we, or us”) and the Client or you, and collectively referred to as “the Parties”.
Thank you for engaging Kits and Bits.
Kits and Bits designs fully branded Word document templates, PowerPoint presentations, Excel spreadsheets, and fillable PDFs; documents business processes; and delivers personalised efficiency training with Microsoft products to help businesses save time, increase productivity, and manage processes.
You have engaged Kits and Bits to provide one or more of these services to your business or organisation.
You agree that Kits and Bits has the necessary qualifications, experience and abilities to provide services described in this Agreement.
Both Parties agree that the following terms and conditions will apply to the services to be performed by Kits and Bits, and your obligations under this Agreement.
Please read these terms carefully. You are deemed to have read and accepted the Terms and Conditions contained in this Agreement upon receipt by you via email AND by continuing to accept and engage the services of Kits and Bits.
Terms and Conditions
- You agree to engage the Kits and Bits to provide services (the “Services”) consisting of business systems training, resource creation, or process documentation as described in Schedule 1 Scope of Work.
- The Services will also include any other tasks which both Parties may agree on.
- The Services will be delivered in person or use a program that we agree on, such as Zoom or Skype.
- Kits and Bits will only start work on the Services after receiving payment and all required materials requested from you.
- You agree that you will provide all requested materials, including a Subject Matter Expert if required, in the timeframe agreed upon in Schedule 1 Scope of Work. If the materials are not delivered in that timeframe, Kits and Bits reserves the right to extend the Service delivery date.
- If you cannot deliver materials Kits and Bits requires to complete the Services, Kits and Bits will create or procure the missing materials. This is a chargeable service you will be requested to approve for inclusion Schedule 1 Scope of Work.
- During the course of providing services, you will be required from time to time to meet deadlines for the further provision of materials, approvals of drafts and/or ongoing payment of fees.
- The progress of your work delivery of services to you will be determined by your prompt delivery and action to requests by Kits and Bits.
- You understand and accept that delivery of service to you may be delayed in the event you do not respond promptly to requests for approval, materials or ongoing payments by Kits and Bit. You understand your instructions are scheduled in with other client work which may take precedence in the event you do not respond promptly.
- Kits and Bits, therefore, reserves the right to reschedule delivery of your service to enable the Kits and Bits to manage all client projects efficiently and fairly.
- You agree that any Services requested from you that is outside the Scope of Work outlined in this Agreement and that requires significant additional consultation or advice, will require a further Advice Session billed at an hourly rate. This requirement will be discussed with you at the time of the request for further assistance an agreed appointment time arranged to discuss and cost your requirements.
- You agree that payment for services provided under this Agreement will be as described in Schedule 2 Payment
- If the Services are to be delivered on a one-off basis, you agree to pay 100% of fees invoiced before Kits and Bits commence work on the Services.
- If the Services are to be delivered on an ongoing basis, you agree to pay a deposit and then to pay each invoice that recurs weekly or monthly, as agreed to by us (you and Kits and Bits).
- Kits and Bits reserve the right to charge a fee for urgent production and delivery of services. This will be discussed with you at the time of the request.
Reimbursement of Expenses
- You agree that Kits and Bits will be reimbursed from time to time for reasonable and necessary expenses incurred by us in connection with providing the Services under this Agreement.
- All expenses will be pre-approved by you.
- The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement.
- The Term of this Agreement may be extended with the written consent of both Parties.
- In the event that either you or Kits and Bits wishes to terminate this Agreement prior to the completion of the Services, that terminating Party will be required to provide 21 days written notice to the other Party.
- This Agreement may be terminated by you or Kits and Bits, for any reason, by the giving of 21 days written notice.
- This Agreement may be terminated immediately upon the occurrence of any one of the following events:
- Upon the cessation of business of either Party to this Agreement.
- You or the Kits and Bits commits any material breach of the Agreement.
- You or the Kits and Bits fails to comply with any relevant statutory or regulatory requirement.
- The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
- Confidential information refers to any data or information relating to you, whether business or personal, which would reasonably be considered to be private or proprietary to you and that is not generally known, and where the release of that Confidential Information could reasonably be expected to cause harm to you.
- Kits and Bits agrees that we will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information we have has obtained, except as authorized by you or as required by law.
- The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
- Neither Party to this Agreement may provide to a third party any data belonging to the other party without permission in writing from the other party. The data of each party shall remain in the possession of that party unless required for the undertaking of business on your behalf and with your consent.
- Unless the one party otherwise agrees, all information about, or in any way relating to, that party, its business, transactions, affairs, techniques or processes, or its clients, which the other party obtains or learns during the currency of this agreement is confidential.
- The Parties acknowledge that confidential information is solely and exclusively the property of the Client and vice versa.
- Except as authorised or required by this Agreement, Kits and Bits shall not use or disclose, to any person or persons or Company any confidential information which it obtains or learns in the performance of the Services to you, and vice versa.
- The restrictions contained in this clause shall continue to apply indefinitely after the termination of this Agreement but shall cease to apply to information which is in the public domain.
Ownership of Intellectual Property
- The Intellectual Property of each party prior to entering into this agreement shall remain the property of that party including any improvements.
- Kits and Bits will retain ownership of all intellectual property including but not limited to documents, digital files, artworks, other intellectual property and copies thereof created by Kits and Bits under this Agreement; however, the Kits and Bits grants the Client non-exclusive and limited use of all such intellectual property created by Kits and Bits under this agreement. “Limited use” for the purpose of this Agreement means your use of all intellectual property created by Kits and Bits is limited to your business purposes and activities solely and cannot be given or sold to any third party without consent.
- Kits and Bits agrees that all intellectual property created for you under this agreement will be restricted to usage that represents the public image and interests of your business brand and business services in a positive manner at all times.
Refunds and Cancellations
- If you are unhappy with the Services provided for any reason whatsoever, you agree to provide Kits and Bits with an opportunity to attempt to fix the problem. If we cannot fix the problem or issue, 50% of the fees will be refunded to you if you have not yet received the source files (PowerPoint, Word, Excel files).
- For cancellation of training, 100% of the fee will be refunded if the training is cancelled prior to one week before it is due to occur; 80% will be refunded if the training is cancelled between one week and 48 hours before it is due to occur; and 50% will be refunded if the training is cancelled within 48 hours of when the training is due to occur.
- For cancellation of template creation, if Kits and Bits has not yet commenced work, 80% of the fee will be refunded (20% is retained for an initial consultation, time and advice. If work has commenced on our project or templates, a refund is not guaranteed and will be determined by the amount of work (hours and effort) applied up to the time of cancellation.
- For cancellation or rescheduling of business process documentation, at least 12 hours’ notice must be given for refund conditions to apply or for rescheduling to be accepted. If rescheduling more than once, at least 24 hours’ notice must be given.
Return of Property
- Upon the expiry or termination of this Agreement, Kits and Bits will return to you any property, documentation, records, or confidential information which is your property.
Freedom to Contract and Conflict of Interest
- Kits and Bits is free to enter into contracts with third parties for the provision of services by the Kits and Bits to the third party while this Agreement is in force, subject to us (Kits and Bits) not being placed in a conflict of interest, or in a possible conflict of interest, as between our obligations to you under this Agreement and our obligations to the third party.
- In providing the Services under this Agreement it is expressly agreed that Kits and Bits is acting as an independent contractor and not as an employee.
- The Parties (Kits and Bits and you) acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
- Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement.
- This indemnification will survive the termination of this Agreement.
- The Contractor and Client shall each take-out and maintain adequate insurance to cover its obligations under this Agreement.
- In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation.
- If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation.
- If mediation is unavailable or is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the State of Western Australia. The arbitrator’s award will be final, and judgment may be entered upon it by any court having jurisdiction within the State of Western Australia.
- Kits and Bits may not assign its rights and obligations under this Agreement to any other party, without your consent.
- The terms of the Agreement may not be varied otherwise than in writing signed by you and Kits and Bits.
- Kits and Bits shall observe all applicable industrial laws and awards in each sphere of its activities in connection with the Services and carry out the Services under this Agreement in accordance with the highest professional standards.
- If any provision of this Agreement is held to be invalid under the law, the validity of the whole shall not be affected. The remaining provisions will remain in full force and effect.
The Parties agree that the terms set forth in the above Contract of Engagement (the “Agreement”) form a binding agreement between the Contractor and the Client.