CLIENT TERMS AND CONDITIONS
- Appointment. The Client engages Home Harmony International and Home Harmony International accepts the appointment, and will carry out the Services within the Territory on the terms and conditions set out herein.
- Term.The appointment of Home Harmony International shall begin on the Commencement Date and continue for the Term. The Agreement shall automatically continue on a rolling month by month basis unless terminated by either Party.
- Obligations of Home Harmony International.Home Harmony International must:
3.3 whilst so providing the Services, provide prompt and full information to the Client regarding the performance of the Services.
5 Obligations of the Client
5.5 The Client agrees that all Staff Placements must be made through Home Harmony International, and that no Placement may be made directly with the Staff. In the event that the Client does contract with the Staff directly (even without the inclusion of Home Harmony International), then the Client shall still be liable to pay Home Harmony International the full Fees Home Harmony would otherwise have been entitled to.
5.6 The Client agrees and acknowledges that whilst Home Harmony International shall take all reasonable efforts to conduct certain due diligence and background checks on all potential Staff prospects, the Client agrees that it shall conduct its own independent inquiries in relation to each potential Staff member prior to entering into any Placement, and that Home Harmony International shall not be held liable in respect to any Staff Placement.
5.7 The Client agrees that it shall enter into a separate agreement with the Staff for each particular Placement whether that be an employment agreement, contractor agreement, or otherwise as the case may be.
5.8 The Client agrees that it shall provide each Staff with an occupationally safe environment and comply with applicable health and safety laws and regulations and industry standards.
5.9 The Client agrees and acknowledges that it shall be liable for the following in respect to the Staff Placement:
6. Intellectual Property
- means all existing and future intellectual property rights including, but not limited to, copyright (both present and future subsisting throughout the world), registered and unregistered trade marks, trade names, slogans, logos, emblems, computer data and digital representations, designs, industrial designs, drawings, trade secrets, visual representations, registered and unregistered patents, know-how and patentable inventions.
- grants to Home Harmony International a royalty-free, fully–paid, non-transferable and non-exclusive right and licence for the duration of the Term to use the Client trademark and logo solely and limited for the purpose of carrying out the Services and noting the Client on its website as a client.
- Fees and Invoices
- The Client agrees to pay to Home Harmony International the Fees plus GST (where applicable) as agreed between the Parties for each Placement made.
- Home Harmony International shall provide to the Client invoices for Services provided as follows:
- showing the amount payable to Home Harmony International; and
- the invoice shall be a tax invoice in accordance with applicable tax legislation.
7.3 The Search Fee must be paid prior to the commencement of the process. Once a suitable candidate is confirmed the placement payment should then be paid within seven (7) days.
- In the event that a Staff member is not suitable after a thirty (30) day trial, Home Harmony International will offer one (1) replacement at no additional cost.
7.5 The Client will pay each invoice within seven (7) days of receipt of the invoice.
- In the event that this Agreement is terminated by either Party pursuant to Clause 11 of this Agreement, then the Client agrees to immediately pay any unpaid Fees and/or the balance of any unpaid instalment plan in respect to the Fees.
- The Client agrees and acknowledges that in the event that the Client fails to pay an invoice by its due date, that access to the Services may be suspended, denied, or removed.
- The Client agrees and acknowledges that all Services provided to the Client shall remain the legal property of Home Harmony International, and that title shall not pass to the Client, until all Fees in respect to the Services have been paid in full by the Client.
- In the event that an invoice is not paid within seven (7) days of the due date, Home Harmony International reserves the right to charge late payment interest at a rate of two and a half percent (2.5%), not to exceed the maximum permitted by law.
- Dishonoured payments will incur a $25.00 administrative fee. In the event that the Client’s account incurs a second dishonoured payment, Home Harmony International reserve the right to terminate this Agreement.
- Should it become necessary for Home Harmony International to enforce any term of this Agreement either through legal representation, collection agency, or directly through a small claims Court, then the Client agrees that it shall pay all reasonable legal fees, agency fees, court costs, and other reasonable collection costs.
- Home Harmony International reserves its rights to review, amend, or vary its Fee structure at any time, provided it gives the Client thirty (30) days written notice of any variation.
- Unless otherwise agreed in writing between the parties (and as per clause 7.14 below), and as set out in clause 12 herein, Home Harmony International shall not offer any refund of the Fees paid.
- In the event that Home Harmony International is unable to find a suitable Staff prospect for Placement on any particular date(s) and/or by a certain agreed date, then any Search Fee and/or Fee paid may be refunded on at Home Harmony International’s sole discretion.
- In the event that the Candidate does not show up for their first days’ work or cancels prior to the start date a refund of the Fees may be refunded on a prorated basis at Home Harmony International’s sole discretion in the event that a replacement is unable to be found pursuant to Clause 7.4 above.
- Once a placement has been confirmed, the price will be reduced by the amount of the Search Fee.
8. Relationship of Parties
- The following is Confidential Information of the Parties:
- technology and all information clearly marked confidential, software architecture, programs, source code, software, designs, systems, methods and procedures, trade secrets, ideas, know-how, plans, concepts and information whether in writing or otherwise, details of customers, business, sales, marketing or promotional information and financial information;
- information or communication that is designated by an employee, officer or agent of the Parties to be confidential;
- information or communication the recipient knows or reasonably ought to know is confidential or is held in confidence on behalf of a third party;
- Intellectual Property of either Party or that Party’s clients or partners;
- that part of all notes and other records prepared based on or incorporating information referred to in sub-paragraph (a); and all copies of information and those parts of the notes and other records referred to.
- keep all Confidential Information secret and confidential;
- not use all or any of the Confidential Information otherwise than for the provision of Services under this Agreement;
- take all reasonable and necessary precautions to maintain the secrecy and prevent the disclosure of any Confidential Information.
- The Parties covenant and warrant that they shall at all times act in good faith in accessing the Confidential Information and shall not act in any way contrary to the commercial interests of the other Party and shall not knowingly circumvent the other Party in its dealings with any other third party as at the date of this Agreement or whilst this Agreement is in force.
- The Parties acknowledge and agree that the Confidential Information is confidential and of significant commercial value and that damages may not be a sufficient remedy for a breach by the receiving party of this Agreement.
- The obligations of confidentiality set out in this Agreement are continuing and shall survive for five (5) years from the termination of this Agreement.
- Non Solicitation
- The Parties mustnot directly or indirectly or through interposed entities on any account in any capacity including on their own account or in partnership or joint venture with any other person, from the date of this Agreement to six (6) months after completion of the provision of Services, solicit, employ or contract any employee or contractor of the other Party, unless otherwise agreed in writing;
- The Parties acknowledge that the restraints under this Clause are reasonable in terms of duration and extent and are reasonably necessary to protect the business interests of the Parties.
- This Agreement may be terminated by mutual agreement between the Parties prior to expiry of the Term.
- Either Party may terminate this Agreement immediately if:
- the other Party commits any act of dishonesty, fraud, wilful disobedience, or wilful misconduct in the course of carrying out this Agreement;
- the other Party breaches any material term contained this Agreement;
- any of the following occurs in respect of either Party:
- The commission of any act of bankruptcy;
- The entering into or resolution to enter into an arrangement, composition or compromise with or assignment for the benefit of their creditors generally or a class of creditors or proceedings are called to sanction such arrangement, compromise or composition;
- The appointment of a receiver, receiver and manager, official manager, trustee, administrator or similar official is appointed, or steps are taken for such appointment, over any assets or undertaking;
- The suspension of payment of debts generally; and/or
- The Party becomes unable to pay its debts when they are due or is or is presumed to be insolvent.
- Limitation of Liability
- Except as provided for in this Agreement, Home Harmony International makes no representation of any kind, express or implied with respect to the delivery of the Services.
- To the extent that any warranty is made, the sole and exclusive remedy for breach of any warranty is that Home Harmony International re-provide the Service(s).
- No warranty is made by Home Harmony International for the performance of third party software, content or equipment or internet service provider and Wi-Fi latency.
- No warranty is made by Home Harmony International in respect to: (i) that the Service will meet the Client’s specific requirements, (ii) that the Service will be uninterrupted, timely, secure, or error-free, (iii) that the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by the Client through the Service will meet the Client’s expectations, and (v) that any errors in the Service will be corrected.
- The Client agrees to indemnify, defend and hold harmless Home Harmony International, its related entities, shareholders, agents, affiliates, employees, directors and officers, from any and all liability, claim, loss damage, demand or expense (including reasonable legal costs) asserted by any third party due to, arising from, or in connection with any breach by either party of the terms of this Agreement. This includes, without limitation, any representation or warranty contained herein, any fraudulent conduct committed or negligence by either party, all liabilities related to the Services, any investigation or government claim, and/or any intellectual property claims associated with any and all copy and images supplied by either Party and its associated use thereof.
- No action arising under or relating to this Agreement, regardless of its form, may be brought by either Party more than six (6) months after the cause of action has accrued and in any event, no later than six (6) months after the termination of this Agreement, except for an action for non-payment brought by Home Harmony International.
- Home Harmony International shall bear no liability whatsoever under or in any way related to this Agreement for any loss, loss of profit, or revenue or for any consequential, indirect, incidental, or exemplary damages.
- If Australian Consumer Law or any other legislation implies a condition or warranty into this Agreement in respect of the Services supplied, and Home Harmony International’s liability for breach of that condition or warranty may not be excluded but may be limited, Clause 12.1 does not apply to that liability and instead Home Harmony International’s liability for such breach is limited to Home Harmony International supplying the services again or paying the cost of having the services supplied again by a third party.
- This Agreement
14.1 This Agreement shall be subject to the laws of the Queensland, Australia, and the partiesirrevocably submit to the non-exclusive jurisdiction of the Courts of Queensland.
14.2 Any provision of, or the application of any provision of, this Agreement which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.
14.3 Any provision of, or the application of any provision of, this Agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.
14.4 If clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.
14.5 The failure of either party at any time to require performance by the other party of any provision of this Agreement does not affect the party's right to require the performance at any time.
14.6 The waiver by either party of a breach of any provision must not be held to be a waiver of any succeeding breach of the provision or a waiver of the provision itself.
14.7 This Agreement supersedes all previous agreements, arrangements, understandings, representations or any other communication in respect of the subject matter of this Agreement and embodies the entire agreement between the parties.
14.8 This Agreement may not be changed or modified in any way subsequent to its execution except in writing signed by the parties.
14.9 In this Agreement, headings are for convenience only and do not affect the interpretation of this Agreement and, unless the context otherwise requires:
(a) words importing the singular include the plural and vice versa;
(b) words with a capital letter where defined in this Agreement have that meaning;
(c) words importing a gender include any gender;
(d) other parts of speech and grammatical forms of a word or phrase defined in this Agreement have a corresponding meaning;
(e) an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and vice versa;
(f) a reference to any thing (including, but not limited to, any right) includes a part of that thing;
(g) a reference to a party in a document includes that party's successors and permitted assigns;
(h) a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws varying, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;
(i) a reference to a document or agreement includes all amendments or supplements to, or replacements or novations of, that document or agreement.
- The Client indemnifies Home Harmony International against any or all taxation liability arising from this
Agreement or Services provided to the Client.
- The foregoing provisions of this Agreement apply except as otherwise agreed in writing between the Client on the one hand and Home Harmony International on the other.