Terms and Conditions

This agreement is governed by the laws of Victoria and the Parties agree that any proceedings shall be filed in the Melbourne Registry and shall be heard in the Melbourne courts of VIC.

The Parties means Assure Focus International Pty Ltd and related entities (The Company), and you (The Client), the entity nominated in the supplied estimate, quote, agreement, confirmation or similar (The Contract).

By agreeing and or signing the supplied Contract and or payment of any invoice, the Client is agreeing to be bound by these terms.

The Company reserves the right to update and change these Terms in writing, and with mutual agreement between the Company and the Client.

Agreement means the Contract and these Terms. Where there is a conflict between the Terms of the Contract and these standard Terms, the terms of the Contract will take precedent.

Confidential Information shall mean all information, in whatever form, concerning the business of either of the Parties or any related entity that is likely to damage the business of the Parties or related entity if disclosed to a third party, but does not include information that is in the public domain or was known to the third party;

Services shall mean the work set out in the Contract as varied from time to time in writing in accordance with these Terms.

Force Majeure. Neither party shall be liable for any loss, damage, or penalty arising from delay due to causes beyond its reasonable control.

Entire Agreement. The Contract represents the agreement between the Parties in its entirety. All prior representations, statements or understandings, whether written or verbal, are superseded by this agreement.

Severability. In the event of any clause or term of the Contract being found to be unenforceable or invalid, the remainder of this Contract will remain enforceable and valid.

Counterparts. This agreement may be executed in any number of counterparts each of which will be an original, but such counterparts together will constitute one and the same instrument and the date of the agreement will be the date on which it is executed by the last party.

The Client is guaranteed certification to the relevant standard. Variations that can impact on certification are:

3.1 Any nonconforming documentation or records developed by The Company. All work to rectify such variation will be at the cost of The Company.
Subsequently certification to be achieved in one calendar month target.

3.2 Any nonconforming The Client practices, processes or non-implementation beyond the control of The Company. All work to rectify such variations will be at the cost of The Client. Subsequently certification to be achieved in one to three calendar months target.

The Contract commences on the date stated in the Contract or the date on which the Company receives instructions to commence performing the Services, whichever is earlier. The Contract may be terminated by either party by giving at least 14 days written notice. On termination, all fees and expenses up to and including the date of termination will become immediately due. The Company may terminate this agreement without notice where there has been a breach of any condition of the Contract and where this breach has not been rectified within 20 business days of notice being given. The accrued rights of the Parties under the Contract shall survive termination. Any variation to the Contract must be made in writing.

For the Company to provide timely performance of their obligations, the cooperation of the Client is required in providing all relevant information, resources and records pertinent to the Services. The Company reserves the right to charge for any additional work incurred because of any delays in this regard. The Client agrees to:

5.1 Provide all information and access to the relevant systems as agreed in the Contract, to enable the Company to perform their obligations in terms of the Contract;

5.2 Respond to questions and requests for information from the Company;

5.3 Promptly provide the Company with decisions relevant to the performance of the Services;

5.4 Advise the Company of any amendments or errors in the information provided;

5.5 Pay the Company fees promptly within the payment terms set out in the Contract;

5.6 Acknowledge that the information and documentation provided to the Client in the fulfilment of the Services, is for the Client’s use only and is not to be disclosed to any third party without The Company’s express permission, except as may be required by law.

5.7 All due diligence, duty of care, statutory and regulatory requirements the responsibility of the Client.

Consulting fees are fixed to the end of the Contract and exclude GST. Expenses are not incurred without agreement with the Client. Possible expenses are detailed in the Contract and are invoiced at cost plus 10%. The Company will review the agreed fees with the Client after each Contract. Fees may increase by the CPI plus 5% per annum.

Invoices are issued as per Contract.
Pre-commencement invoices are issued upon acceptance of any Contract. All progress invoices are issued mid-month (2 weeks in advance, 2 weeks in arrears). Invoices for expenses incurred will be invoiced at the end of the month the expenses were incurred.

Payment terms are net 7 days from date of invoice.

The scope of Services is limited to the work specified in the Contract. Any changes to the Services must be in writing. The Company will use reasonable professional and commercial efforts to provide the Services in an efficient and timely manner using all reasonable skill and expertise. While providing the Services, the Company may provide oral or draft comments or conclusions. You may only rely on final written documentation from the Company. The veracity or accuracy of the information the Client provides in relation to the Company providing the services to the
Client, will not be verified by the Company. The Services provided to the Client will be based on the prevailing law and interpretation. The Company
accepts no responsibility to inform the Client of any legislative or regulatory changes, unless specifically stipulated in the Contract. The Services provided to the Client are solely for the Client’s use and no other parties. The Client indemnifies and continues to hold indemnified, the Company against any claim by other party or entity in this respect. All attendance outlined in the Contact will be in writing.

The Parties agree to keep confidential any confidential information and not disclose to any, except as required by law or an order of a court. This obligation shall survive the termination or expiry of the Contract.

The Client agrees to respect all copyrights and trademarks on all tools, templates and all other intellectual property supplied directly or indirectly to the Client by the Company, its coaches, consultants, advisors and employees. The Client agrees to not distribute any Company intellectual property to any third parties for any commercial or non-commercial purposes without specific written permission and approval from Company.

The Company will conduct a comprehensive site inspection ensuring the safety of our own personnel. Because of this inspection, a Contract specific work method statement may be developed, based on risks to its personnel and property.

The Client agrees that the Company invests heavily in the selection and training of its employees and associates. During the term of this agreement and for twelve (12) after its termination or expiry, if the Client wishes to make an offer of employment to a Company employee or engage a Company consultant directly, the Client must seek the written consent of the Company before an offer is made to the Company employee or consultant. Where the Company agrees to release an employee or consultant to accept an offer of employment or engagement from the Client, the Company requires a fee of 25% of the employee’s offered annual salary or consultant’s first year fee.

The Client acknowledges and agrees that the Company nor any of their directors, employees, representatives or consultants are liable for any loss or
liability incurred by the Client arising directly or indirectly from the provision of information or services under this Contract. The Client releases the Company and any of their directors, employees, representatives or consultants from all sums of money, accounts, claims, actions, proceedings, demands and expenses which the Client at any time had or has against the Company in relation to the provision of information or services under this Contract. The Client agrees to pay our reasonable professional fees and expenses, including legal costs on a Solicitor/Client basis, if the
Company is required to attend to any legally enforceable notice or demand is sued by any third party, including but not limited to a Statutory Authority, Regulator or judicial tribunal or court, arising out of the performance of their obligations in terms of this Contract.

In the event of any breach of this Contract, the Company may at their sole discretion, elect to rectify the issue or refund the cost of the non-conforming service. The maximum liability for any breach of warranty shall be a refund of the applicable fees paid under this Contract. All other warranties, without limitation, are disclaimed.

The Company shall maintain certificates of currency for professional indemnity, workers compensation, public liability and general business insurance

Goods and Services tax [“GST”] is excluded in any proposed fees. If the GST rate is amended, the Company reserves the right to increase the GST
component of the fees accordingly and the Client agrees to pay the additional GST levied by law.

The Parties agree that in the event of a dispute, they will attempt to resolve the issue firstly by negotiation. If the Parties fail to resolve the matter by negotiation, the Parties agree to attempt to settle the matter by mediation. The Parties agree that only when negotiation and mediation have failed to resolve the matter, they may commence proceedings. Provided that the dispute does not prevent performance, the Parties agree that Company will continue to provide the services and under this agreement pending resolution of the dispute.

The Parties acknowledge that this agreement is intended as a contract of service and not any other relationship and not the relationship of employer and employee, Client and agent or the relationship of partnership.