Terms & conditions

The following terms and conditions form the Terms of Services between Sheentastic Solutions (Supplier) and Customer Name (Customer). Please review the following terms carefully before accepting work to be performed

Authority

The parties executing this document warrant that they have the necessary authority to enter into a legal and binding agreement on behalf of the entities named in this agreement.

Fees

The Customer agrees to pay the Supplier the Fees as outlined in Services section on the terms of this Agreement.

Where a Deposit is indicated, the deposit must be paid by the Customer before the Supplier commences work.

Where a Schedule of Payments is indicated the indicated amounts or percentage of the total Fees must be paid on or before the dates or milestones identified.

Where Supplier is obliged to charge, pay or account for a value added tax, goods and services tax, sales tax or other similar consumption tax or is subject to any customs, import, tariff or similar duty as part of providing the goods or services, the invoiced price shall be increased by the amount of such tax or charge. Any such taxes will be shown separately on invoices from the Supplier.

Expenses

In addition to the Fees, the Customer will reimburse the Supplier for third party expenses that it incurs in providing the Services, where

(a) the expenses are shown in this Agreement; or

(b) the Supplier has disclosed the expenses to the Customer and the Customer has agreed to reimburse them.

The Supplier will show any expenses separately on its invoices.

Payment Terms

Payments are due and payable within 15 days of the receipt of an invoice.

Overdue Payments

If a payment is overdue, the Supplier may suspend the Services until the outstanding payment is received, by giving the Customer at least 5 business days’ notice.

This clause does not apply to invoiced or scheduled amounts where the Customer has disputed the amount in writing within 3 business days of receiving the invoice or the Scheduled Payment being due.

Interest

The Supplier reserves the right to charge interest on late payments, at the rate of 1.0% per month (or, if the relevant governing law specifies a lower maximum rate, then that rate) from the due date to the payment date.

Term & Termination

The Agreement begins on the Contract Start Date and continues until the Contract End Date identified above, unless terminated earlier under this clause.

A party may terminate this Agreement for convenience if specified.

Either party may terminate this Agreement immediately by written notice if the other party:

a) is in material breach of its obligations and does not remedy the breach within  3 days of receiving a written notice specifying the breach and requiring it to be remedied;

b) commits any breach relating to the first party's Confidential Information or Intellectual Property Rights

Changes

Any changes to the terms of this Agreement, or material variations to the Services or Fees, must be approved in writing by both parties before the changes come into effect.

Limitation of Liability

To the full extent permitted by law, the Supplier's liability for any breach of this Agreement, is limited to (at the Supplier's discretion):

a) re-supplying the relevant goods or services;

b) paying the reasonable costs of re-supplying the relevant goods or services; or

c) refunding the amounts that the Customer has paid to Supplier for the relevant goods or services.

The Customer agrees that:

a) the Supplier is not liable for any loss of profits, loss of goodwill, lost opportunity or any other special, punitive, economic, indirect or consequential loss or damage;

b) the Supplier's liability is capped at the amount of the Fees paid by the Customer; and

c) the Supplier's liability is reduced proportionately to the extent the Customer's acts or omissions cause or contribute to the loss or damage for which the Supplier is liable. These limitations and exclusions apply to the fullest extent allowed by law, and whether the Supplier is liable in contract, tort (including negligence), under statute or otherwise.

Warranty

The Supplier warrants to the Customer that:

a) We will perform our Services in a professional, workmanlike manner, consistent with industry standards and exercising all due care, skill and judgement; and

b) any goods or products we supply are fit for purpose, are of merchantable quality and are free from material faults and defects for the defects. These (and any other specific warranties set out in this Agreement) are the only warranties provided by the Supplier.

Intellectual Property

Customer Materials means any materials created by Customer and provided to the Supplier in the course of performing this Agreement and any modifications to such materials.

Works means any good or services specified in this Agreement that the Supplier delivers to the Customer.

Intellectual Property or Intellectual Property Rights includes copyright, trade mark, design, patents (whether registered or not), trade, business or company names, domain names, or other proprietary rights, Confidential Information or any rights to registration of such rights existing in any country and whether created before, during or after the term of this Agreement.

Supplier Materials means

(a) any materials owned or licensed by Supplier and developed before (or independently of) this agreement;

(b) any modifications to such materials developed under this Agreement; or

(c) know how retained by Supplier Materials.

The Customer retains all Intellectual Property Rights in Customer Materials.

Supplier agrees that upon full payment of Fees: all Intellectual Property Rights in the Works are assigned by the Supplier to the Customer;

The Customer grants the Supplier a perpetual, worldwide, royalty-free, non-exclusive, non-transferable license to use, copy and modify the Customer Materials and Works, only to the extent necessary to provide the Services.

Supplier retains all Intellectual Property Rights in Supplier Materials.

Both Parties warrant that the Works, and Supplier's performance of this Agreement, will not infringe on the Intellectual Property Rights of any third party;

Confidentiality

Any information shared between the Parties for the purpose of the Works is to be considered Confidential, including but not limited to, the engagement of the Parties for the Works, unless otherwise agreed to in writing between the parties.

During the Term of this Agreement and after termination or expiration of this Agreement for any reason, both parties will not use Confidential Information for a purpose other than the performance of its obligations or exercise of its rights under this Agreement, will not disclose Confidential Information to a person except with the prior written consent of the Disclosing Party, and shall make every effort to prevent the use or disclosure of Confidential Information, unless otherwise agreed to in writing between the parties.

The obligations in this clause do not apply to Confidential Information which:

a) is in or becomes part of the public domain other than through breach of an obligation of confidence;

b) is required to be disclosed by law or the requirements of a regulatory body (including a stock exchange), or for use in legal proceedings regarding this Agreement;

c) was known to the recipient at the time of disclosure, unless such knowledge arose thorough breach of an obligation of confidence; or

d) is acquired from a third party who was entitled to disclose it.

Relationship of Parties

The Parties are independent contractors. Nothing in this Agreement gives rise to any relationship of joint venture, agency, partnership, or employer and employee relationship between the Parties.

Non-solicitation

During the Term of the Agreement and for a period of six (6) months thereafter, the parties or its customers related to Project shall not, direct or indirect, solicit, hire, employ or enter into a contract with or in related to any employees of the other party associated with providing or managing the provision of the Works, except as otherwise provided in this Agreement. Either party may be released from this employment restriction if the parties mutually agree in writing to waive the employment restriction.

Compliance

Supplier must comply with its statutory obligations when providing the Works, including complying with:

(a) any applicable industrial awards and agreements;

(b) employment, superannuation, taxation and anti-discrimination legislation; and

(c) work health and safety and workers compensation legislation.

The Customer must advise the Supplier of any risks, hazards, or safety guidelines required in relation to undertaking the Works.

Force Majeure

Neither party will be liable for failing to perform its obligations under this Agreement (except for an obligation to pay money) where the failure is due to an event beyond the reasonable control of the party. The affected party must promptly notify the other party of any such event and use all reasonable efforts to mitigate the effect and duration of the event. If such an event continues for more than one week then either party may terminate this Agreement.

Governing Law

This Agreement is governed by the laws of the Jurisdiction of the State of the Supplier. The Parties irrevocably submit to the exclusive jurisdiction of the courts of the Jurisdiction. No Party may object to the jurisdiction of any of those courts on the ground that it is an inconvenient forum or that it does not have jurisdiction.

Waiver of Rights

Both parties agree that no right conferred on either party under this Agreement is deemed waived, and no breach of this Agreement excused, unless such waiver is in writing and signed by the party claimed to have waived such right.

Entire Contract

This Agreement embodies the whole Agreement between the Parties relating to the subject matter of this Agreement and supersedes any and all oral and written negotiations by or on behalf of any of them.

Any amendments to this Agreement must be in writing and signed by both Parties.

Enforceability

If part or all of any clause of this Agreement is illegal, invalid, or unenforceable it will be read down to the extent necessary to ensure that it is not illegal, invalid, or unenforceable, but in the event that is not possible it will be severed from this Agreement and the remaining provisions of this Agreement will continue to have full force and effect, and the parties will attempt to replace that severed part with a legally acceptable alternative clause that meets the parties’ original intention in relation to the subject matter severed.

Notices

Any notice to be given under this Agreement must be in writing, in English, and may be given to the other party by email. Any notice will be deemed to be received the next business day after it is given.

Interpretation

In this Agreement, unless the contrary intention appears:

a) headings are for ease of reference only and do not affect the meaning of this Agreement;

b) the singular includes the plural and vice versa;

c) other grammatical forms of defined words or expressions have corresponding meanings;

d) a reference to a clause, document or agreement, including this Agreement, includes a reference to that clause, document or agreement as novated or amended from time to time;

e) a reference to a statute, ordinance or by-law includes regulations and other instructions under it and consolidations, amendments, re-enactments or replacements of any of them;

f) a reference to a party includes executors, administrators, permitted assigns and successors of that party;

g) ‘including’ means ‘included without limitation’;

h) and a reference to dollars or currency means dollars of the Supplier unless otherwise stated as another local currency.