Consultancy Agreement
Table of contents
ClausePage
1Consultancy
2Term
3Payment
4Goods and Services Tax
5Compliance with Laws Ordinances etc.
6Compliance with Policies
7Copyright
8Confidentiality
9Privacy
10Insurance and Indemnity
11Notices
12Assignment
13Non Exclusive
14Dispute Resolution
15Applicable Law
16Modification
17Entire Agreement
SCHEDULE
Changesmith ConsultingApril 2017Page ii
Consultancy Agreement
THIS CONSULTANCY AGREEMENT is made on the date set out in the Schedule
BETWEEN the Principal and the Consultant referred to in the Schedule.
Recitals
- The purposes for which the consultancy is established are outlined in Schedule 1.
B.Subject to the terms of this agreement the Consultant will provide the services to meet those purposes.
The parties agree
In consideration of, among other things, the mutual promises contained in this agreement:
1Consultancy
(a)The Consultant shall carry out such work as is assigned to it from time to time in a conscientious, expeditious and professional fashion. Where the Consultant is required to provide or utilise equipment, such equipment shall be suitable for the work and shall be maintained by the Consultant in good working condition.
(b)The Consultant warrants that it, his or her employees and agents (if any) are competent and have the necessary skills to carry out the work.
(c)The Consultant agrees it is an independent Service Provider, and not an agent of the Principal and that the Consultant has no authority to enter into any contract on behalf of the Principal or otherwise bind or commit the Principal to any legal obligation except as determined by the Principal.
(d)Nothing in this Agreement will be interpreted as creating the relationship of employer and employee, master and servant or principal and agent or a partnership between the parties.
2Term
(a)This Agreement shall continue in force until the date of termination specified in the Schedule, or until otherwise determined by notice.
(b)Notwithstanding anything herein contained to the contrary, the Principal may determine this Agreement at any time and without prior notice should the Consultant, its employees or agents be guilty of any dishonesty, serious misconduct or serious neglect of duty, or be in breach of any of the terms of this agreement, or refuse to comply with the Principals policies or any reasonable instructions or directions given by the Principal.
(c)Either party may determine this Agreement upon the happening to the other of any of the following events, namely:
(1)if the other enters into a Deed of Arrangement or an order is made for it to be wound up;
(2)if a receiver or receiver/manager is appointed;
(3)if the other party is placed under official management;
(4)if a judgment is entered against the party for a sum in excess of two thousand dollars ($2,000.00) and same remains unsatisfied or un-appealed for a period of twenty-one (21) days.
(d)Either party may terminate this Agreement without cause upon giving at least 30-calendar days written notice to the other party. For the avoidance of doubt, such termination shall be at no cost to either party.
3Payment
(a)The Principal shall make payments to the Consultant as set out in the Schedule and referred to as 'Consultant's Remuneration'.
(b)The Consultant shall forward to the Principal a tax invoice setting out in detail the work done.
(c)Payment shall be made within 30 days of receipt of a tax invoice directly to a bank account nominated by the Consultant.
(d)All payments shall be calculated and paid in $AUD.
4Goods and Services Tax
In this Agreement:
(a)GST means goods and services tax or similar value added tax levied or imposed in Australia pursuant to the GST law or otherwise on a supply.
(b)GST law has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(c)Words used in this Agreement which have a defined meaning in the GST law have the same meaning as in the GST law unless the context otherwise indicates.
(d)Unless expressly included, the consideration for any supply under or in connection with this Agreement does not include GST.
(e) To the extent that any supply made under or in connection with this Agreement is a taxable supply, the consideration for that supply is increased by an amount determined by the supplier, not exceeding the amount of that consideration (or its market value) multiplied by the rate at which GST is imposed in respect of the supply
(f)Prior to payment of the GST inclusive consideration determined under clause 3, the supplier must issue to the recipient of a supply a document or record treated by the Commissioner of Taxation as a tax invoice or as a document entitling a recipient to an input tax credit.
5Compliance with Laws Ordinances etc.
Throughout the continuance of this Agreement the Consultant shall conform at its own cost and expense with all laws and ordinances however described and all Regulations, Bylaws, Ordinances or Orders made thereunder and the lawful requirements of any Public, Civic or other authority so far as the same may affect or apply to the Consultant or the works being carried out by the Consultant, and the Consultant shall indemnify the Principal from and against all actions, costs, charges, claims and demands in respect thereof.
6Compliance with Policies
During the term of this contract the Consultant will adhere to all of The Salvation Army’s current and future Official Minutes, policies and procedures, as might be altered from time to time and relevant to this agreement including but not limited to:
- Employee Code of Conduct
- TSA Keeping Children Safe Code of Conduct
- Grievances
- Dealing with Inappropriate Behaviour: Bullying, Harassment and Discrimination
- Enterprise Risk Management
- Information Security
- Integrity Checking
- Eligibility to work in Australia
As appropriate Criminal / Police checks and working with Children checks will be required prior to the commencement of this contract.
7Copyright
(a)All products, literary, dramatic, musical, cinematographic and artistic works, computer programs, material in written or other format, discoveries, inventions and improvements in relation to such matters, together with all copyright and intellectual property therein, created, authored, discovered, developed or produced by the Consultant for the purpose of, or in the course of this agreement will vest in and be the Principal’s absolute property and will not be used by the Consultant other than for the purpose of the Principal’s business.
(b)Whether or not copyright exists, the personal ownership of all lists, files, correspondence, contracts and other material created for the purpose of, or in the course of this agreement will vest in the Principal and will not be used by the Consultant other than for the purpose of the Principal’s business.
(c)The Consultant will, if and when required to do so, (whether during or after the termination of this agreement) at the Principal’s expense apply or join in applying for letters patent or similar protection in Australia or in any part of the world for any such discovery, invention, process or improvement as aforesaid and will execute all instruments and do all things necessary to vest the said letters patent or other similar protection when obtained and all right title and interest in the same in the Principal.
(d)To the extent that any copyright or other like rights including, but not limited to, moral rights under the Copyright Amendment (Moral Rights) Act 2000 are deemed by law to arise in favour of the Consultant in respect of any literary, dramatic, musical, cinematographic, artistic or other works the subject of this sub clause (a) hereof the Consultant assigns all such rights to the Principal, waives all rights to be identified as author of such works, agrees that authorship of such works may be attributed to the Principal, consents to all changes, alterations or other treatment whatsoever of the said works by the employer and the employee otherwise waives in favour of the employer all moral rights in respect of such works. The Consultant agrees to sign such further documents as may be required from time to time to give effect to the provisions of this clause.
(e)Upon termination this agreement the Consultant will return all correspondence, documents, data, information, equipment and things, including copies thereof, belonging to the Principal that may be in the Consultant’s possession, custody or control.
8Confidentiality
(a)Each party hereto shall hold in trust for the other party and shall not disclose to any non-party to the Agreement, any information that relates to the others research, development, trade secrets or business affairs, but does not include information which is generally known or easily ascertainable by non-parties of ordinary skill.
(b)It is a condition of this agreement that no information relating to the Principal or any related entities including The Salvation Army its activities may be released or divulged by the Consultant to a third party other than in the proper performance of the Consultant’s obligations under this agreement. This obligation will survive the expiration or termination of this agreement.
(c)The Consultant hereby acknowledges that during the performance of this agreement, the Consultant may learn or receive confidential and personal information. The Consultant hereby confirms that all such information relating to the client’s business will be kept confidential by the Consultant, except to the extent that such information is required to be divulged to enable Consultant to perform Consultant’s contract obligation.
9Privacy
The Consultant agrees to operate as an ‘organisation’ within the meaning of the Privacy Act 1988 (Privacy Act) and agrees in respect of the provision of the services under this agreement:
(a)Where for the purposes of this agreement the Consultant acquires personal information as defined in the Privacy Act from TSA, the Consultant will only use that personal information for the purposes for which it was provided and will not disclose that personal information to any third person (except as may otherwise be permitted by the Privacy Act 1988);
(b)not to do any act or engage in any practice that would breach a Australian Privacy Principal (APP) contained in the Privacy Act;
(c)to carry out and discharge the obligations contained in the APPs as if it were the TSA under the Privacy Act; and
(d)NothinginthisAgreementderogatesfromaparty'sobligationsunder any other applicable privacy legislation or regulation
10Insurance and Indemnity
(a)During the term of this agreement the Consultant agrees to effect and maintain the insurance policies set out in the Schedule. Certificates of Currency will be provided before the commencement date.
(b)The Consultant indemnifies the Principal on demand against any claim, expense, demands, loss and liability (including, but not limited to, legal costs) the Principal incurs as a result of any fraudulent or negligent act or omission by the Consultant or its employees, counsellors, agents or contractors under this Agreement.
11Notices
The address of each party as referred to in the Schedule hereto shall be the address of that party for service of notices or other communications hereunder which may be effected by personal delivery or by post, and if by post the date of service shall be deemed to be the day after the day of posting.
12Assignment
The parties agree that this agreement is personal to the Consultant and the Consultant shall not assign in whole or in part its rights or obligations under this agreement.
13Non Exclusive
The Principal acknowledges that the Consultant is not restricted from supplying goods or services to any other party during the term of this Agreement, provided that the Consultantcontinues to comply with this Agreement.
14Dispute Resolution
(a)Before resorting to external dispute resolution mechanisms the parties must attempt to settle by negotiation any dispute in relation to this Agreement including by referring the matter to persons who may have authority to intervene and direct some form of resolution.
(b)If the parties do not settle the dispute within 10 working days of one party first sending to the other party written notice of the dispute, the dispute may be submitted to some alternative resolution mechanism as may be agreed in writing between the parties.
(c)Notwithstanding the existence of a dispute, both parties must continue to perform their obligations under this agreement.
15Applicable Law
The agreement is governed by and construed in accordance with the laws of Tasmaniaand the parties irrevocably submit to the non-exclusive jurisdiction of the courts of that jurisdiction.
16Modification
The provisions of this agreement must only be changed by written agreement between the parties.
17Entire Agreement
This Agreement constitutes the entire agreement between the parties in relation to its subject matter
SCHEDULE
PRINCIPAL:
The Salvation Army (Tasmania) Property Trust
ABN 94 917 169 560
Registered office
95 –99 Railway Road,Blackburn, Victoria 3130
CONSULTANT:
Consultant Company Name
Consultant name
ABN ## ### ### ###
Consultant Address
COMMENCEMENT DATE:
The contract will commence on the date of signing below.
CONSULTANTS REMUNERATION
4 / Payment / Deliverable1 / 30% Inc. GST of Total funding / On signing
2 / 70% Inc. GST of Total funding / Acceptance by TSA of the final Report and Recommendations
TERMINATION / COMPLETION DATE
As specified in the Question for Quotation
As determined by Notice as per Clause 2 (d) of this Agreement
Or
DD Month YYYY
BACKGROUND / OBJECTIVES
Examples below:
What are you trying to achieve with this consultation?
What is the issue? Is there a specific problem that has led to this consultation?
Is there a decision you need advice on?
What is the background or the profile of the service?
Do you have any technical specification or qualifications that they consultant must have to undertake this work?
Do you have any success factor criteria?As specified in the Question for Quotation
SCOPE
Examples below:
What / whom will they have access to.
Whole of the Division, specific location, specific program?
As specified in the Question for Quotation
What is the entry and exit points for the investigation?
OUTPUTS
Examples below:
What are you expecting the consultant to deliver or produce? A report, a proposal, options, findings, project plan, financial analysis – Has the consultant produced a proposal for you that you could attach? – do you agree with everything they have proposed??
When do you need these by? Do you have a schedule? Are there milestones that you need the consultant to achieve?
As specified in the Question for Quotation
Do you have an agreed format for the output? Do you want a written document or a Power-point presentation?
INSURANCE
Work Cover Statutory Requirement
Professional Indemnity$5 million
Public Liability$5 million
Executed as an Agreement:
Signed for
The Salvation Army (State) Property Trust
ABN ## ### ### ###
by its authorised representatives
Signature - Trustee: ______
Name(please print):______
Signature - Trustee: ______
Name(please print):______
Date:______
Signedby the Consultant
Consultant Company Name
Consultant name
ABN ## ### ### ###
in the presence of:
______
Witness Consultant
______
Name (please print) Name (please print)
Consultant NameDate 2017Page 1