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Governing law
The law in force in New South Wales governs this agreement and its interpretation.
Submission to jurisdiction
You and HCM Global submit to the jurisdiction of the courts of New South Wales.
Dictionary
"HCM Global material" means any material that HCM Global owns and that comes into the possession of the Client.
"confidential information"
means any unique and exclusive information or material relating to the administration, operation, methods, processes, systems and techniques developed, owned or used by HCM Global.
"existing material"
means any unique and exclusive information or material relating to the administration, operation, methods, processes, systems and techniques developed, owned or used by you, but does not include HCM Global confidential information.
"intellectual property rights"
includes copyright, trade mark, design, patent semiconductor or circuit layout rights, trade, business or company names, trade secrets, confidential or other proprietary rights, or any rights to registration of these rights, whether created before or after the date of this agreement, and whether existing in Australia or somewhere else.
"material"
includes, but is not limited to, documents, software and data.
"new material"
means any material that you (or someone else on your behalf) create, write or bring into existence while HCM Global are performing services for you and which relates to your contract with HCM Global , but it does not include existing material.
"services"
means any services HCM Global or its staff perform for you.
"staff"
means HCM Global’s employees or sub-contractors.
"you"
means you, your employees or sub-contractors.
Engagement
HCM Global shall provide services as specified within the HCM Global proposal submitted to you and accepted by you in writing or by the commencement of the delivery of the services to you.
Independent contractors
You accept that HCM Global may provide its services using independent contractors working on behalf of HCM Global and under its direction pursuant to the terms of this contract and strictly in accordance with HCM Global's procedures and methods. You shall not independently use any of HCM Global's contractors who have provided services pursuant to this contract for a period of 18 month's after completion of our contract without the express consent of HCM Global. If you breach this provision you shall pay HCM Global the same amount as has been paid by you to the contractor and shall make full disclosure of that amount to HCM Global on demand.
No authority
You may not:
* enter any contract;
* make any representation or commitment; or
* create any express or implied obligation on behalf of HCM Global;
unless authorised to do so by this agreement or by HCM Global in writing.
Responsibility to your staff
You alone are responsible for the remuneration, compensation and any other payments owing to your staff. HCM Global has no financial obligations to them.
Responsibility for your expenses
You alone are responsible for your business expenses, including any type of tax and insurance liability.
No conflict of interest
You guarantee to HCM Global that no conflict of interests exists, and that none is likely to arise, in performing this agreement. You promise to tell HCM Global, in writing, if a conflict of interest does arise while this agreement is in force.
Intellectual property
You warrant to HCM Global that neither you nor your staff will infringe intellectual property rights belonging to HCM Global, or to anyone else, relevant to the services provided pursuant to this contract.
HCM Global material
HCM Global exclusively owns the HCM Global material, and the intellectual property in its material.
When you use HCM Global material or you acknowledge HCM Global copyright and ownership of the material.
You must not use HCM Global material, or show HCM Global material to another party, except with the written consent of HCM Global.
New material
You agree that HCM Global owns the new material and the intellectual property in the new material that is created in the course of providing the services pursuant to this contract.
By accepting this agreement, you irrevocably assign to HCM Global all the intellectual property rights you obtain or create from the new material, both now and in the future.
Existing material
If you revise, or adapt, or customise your existing material, you will continue to own it, and the intellectual property in it.
You warrant to HCM Global that, if you make available your existing material to HCM Global, nothing HCM Global does with the existing material under this agreement will infringe intellectual property rights belonging to anyone else.
By signing this agreement, you give to HCM Global a non-exclusive, non-transferable licence to use copy and adapt the existing material for its own use, but only as part of the new material.
Confidentiality
Background
It is possible that you and your staff may create confidential information for HCM Global, or may become aware of confidential information that HCM Global owns or possesses. If you or your staff use or disclose that information improperly, this could severely damage HCM Global.
Confidentiality
You must not make public, or give to anyone, any information about this agreement, or any confidential information, unless HCM Global has agreed to this in advance.
You must also do everything reasonable to make sure that your staff, agents and sub-contractors do not make public, or give to anyone, any information about this agreement, or any confidential information, unless HCM Global has agreed to this in writing.
Returning confidential information to HCM Global
If HCM Global asks you to return to HCM Global any of the documents you possess or control that contain confidential information, you must do so. If the confidential information is not in your possession or control, you promise to tell HCM Global where it is and use all reasonable endeavours to have the confidential information returned to HCM Global.
Administration and payment
Basis of payment
You will pay to HCM Global all fees and expenses set out in the proposal within fourteen (14) days of a tax invoice being delivered to you.
For every day after the fees and expensed fall due you shall be liable to pay HCM Global interest at the rate of ten per centum (10%) per annum calculated on daily rests until the date of payment of the fees and expenses in full.
Mistakes
If there is a mistake in your invoice, and as a result HCM Global is underpaid by you, you promise to pay HCM Global the correct amount.
Similarly, if there is a mistake in your invoice, and as a result HCM Global is overpaid, HCM Global promises to refund the overpayment to you.
Cancellation by you
If you cancel any service, or any other engagement that you have agreed to, then:
* If you cancel more than twentyeight (28) working days (inclusive) before the date of the service or engagement, you do not have to pay anything.
* If you cancel less than twentyeight (28) working days but more than fourteen (14) working days before the date of the service or engagement, you will pay 50% of the fee for the cancelled of the service or engagement to HCM Global.
* If you cancel less than fourteen (14) working days before the date of the service or engagement, you will pay the full fee for the cancelled of the service or engagement to HCM Global.
If HCM Global cancel
If HCM Global is unable to conduct any service or engagement for you due to circumstances beyond its control then it will reschedule the provision of the agreed service or engagement to a mutually agreed time. In such event you shall not be entitled to claim damages from HCM Global.
If your staff are not available
If our fee for service is based on the number of attendees and less than that number attend the service or engagement HCM Global shall still be entitled to full payment for all the proposed attendees unless you have advised HCM Global of the variation in numbers at least twenty (20) working days before the service or engagement.
Insurance
You agree to arrange the following insurance policies with a reputable insurer, and to keep them current while this agreement is in force:
* public liability cover for at least $10 million for each event; and
* worker's compensation insurance as required by law; and
* professional indemnity insurance; and
* any other insurance required by law.
If HCM Global asks you to do so, you must provide proof that you have arranged these insurance policies, and that they are current.
Indemnities
You agree to indemnify HCM Global
You agree to indemnify HCM Global and its officers, staff and agents, against any liability, loss or damage, including legal expenses arising out of any claim by any person, as long as:
* it arose in connection with this agreement; and
* an intentional, or unlawful, or negligent act or omission by you, or by your staff, or by someone else for whom you are responsible, caused it.
You also agree to indemnify HCM Global , and its officers, staff and agents, against any liability, loss or damage, including legal expenses arising out of any claim by any person, as long as:
* it arose out of an infringement or alleged infringement of someone's intellectual property rights; and
* it occurred because of something you did with the material or new material under this agreement; and
* the infringement does not relate to some change that HCM Global made to the material or new material.
Disputes
Good faith
You and HCM Global agree to act in good faith with each other.
Dispute resolution
Either you or HCM Global may give notice in writing that you are in dispute. If you and HCM Global have not settled any dispute within seven (7) days of that written notice, you and HCM Global must refer the dispute to a mediator.
If you and HCM Global cannot agree on a mediator either party may:
* refer the dispute to Lawyers Engaged in Alternative Dispute Resolution (LEADR); and
* ask the Chair of LEADR to appoint a mediator in accordance with the mediation rules of the Law Society of New South Wales.
Acts or events beyond reasonable control
HCM Global is not bound to perform this agreement if it is impossible to do so because of events beyond its control that it could not have reasonably foreseen when it made this agreement.
HCM Global may end this agreement by notice in writing, if an event just mentioned prevents it performing any service or engagement for you. If this happens, it is not a breach of this agreement, and you will not have any right to claim damages for the agreement ending in this way.
Ending this agreement
If you break this agreement
If you break any term of this agreement whether fundamental or not, HCM Global may end this agreement by giving you notice in writing. If HCM Global does this, HCM Global may still enforce any other rights or remedies HCM Global may have against you.
Legal action
You acknowledge that HCM Global may take legal action against you, or against anyone else, if there is any actual, threatened or suspected breach of this agreement. That legal action may involve proceedings for an injunction to stop the breach, and for damages and compensation for any expenses and losses.
No compensation
You are not entitled to any compensation for loss if HCM Global ends this agreement early, even if you were not in any way at fault in carrying out your obligations.
After this agreement ends
As soon as this agreement ends, you must:
* stop using any of the HCM Global materials, trade marks and logos of HCM Global;
* return all documents (including the HCM Global materials) to HCM Global;
This applies regardless of whether you or HCM Global ended this agreement.
Payment for services
50% of the total service fee is payable to HCM Global at the time of making any booking by the client. The balance of payment by the client to HCM Global for any service delivered is payable on the day of delivery of that service.
Contact us on (02) 9922 7272 or info@hcmglobal.biz |
