Delivery Terms of the Dream Harbour Pty Ltd

Dream Harbour provides the range of consulting services in our niche expertise areas. Our standard hourly rate is $500 AUD/hour + GST with discounts available depending on the nature and duration of engagement.

Our standard terms of engagement are below for your reference.

STANDARD TERMS OF ENGAGEMENT AGREEMENT

THIS AGREEMENT is made on the ......... day of ........................................., 20...........

BETWEEN The Contractor Dream Harbour Pty Ltd (ABN 23 625 589 264) and the Client, ........................... (ABN................................) of .................................................................

WHEREAS

A. the Contractor is engaged in the business of providing specialist expertise and services in the information technology/ and project management fields throughout Australia.

B. the Client is engaged in the business of providing services and expertise in management consultancy and information technology to businesses and corporations which require such services.

C. the Contractor is able to provide specialist skills and experience that the Client wishes to engage from time to time, for a project of limited duration and/or utilising skills which the Client does not have in-house.

IT IS HEREBY AGREED AS FOLLOWS:

1. PERFORMANCE OF SERVICES

[TO BE USED IF HOURLY BASIS OF CHARGING]

  1. The Contractor hereby agrees to undertake supply of the following services [details of services to be specified, hours, type of service, location, etc.] and undertakes to comply with any reasonable requirements relating to the performance of these services which shall be communicated in writing to the Contractor by the Client.
  2. The price for the services will be $………..per hour plus expenses. The price charged by the Contractor is specific to this Agreement only.
  3. The Contractor will supply all equipment, software and other expertise necessary for the provision of the services with the exception of ............................................................................... [Details to be supplied]. The Client will provide ............................................................................... [details to be supplied].
  4. The Contractor will provide the Client with an invoice at the end of each week/[month] for the services showing the date of each day allocated to the provision of the services and weekly time sheets detailing the time spent in performing the services.
  5. The Client will pay the Contractor weekly/[monthly] the amount calculated from the weekly time sheets at the daily rate determined in 1.2 within 5 days of the submission of invoice by the Contractor.
  6. This Agreement is to remain in effect from the date of execution until close of business on the ..................... day of ......................................., 20........... [or “on completion of ........................ Project” [or “and terminate upon the delivery to the Client of ........................ hours of services”].
  7. The Contractor will indemnify the Client for claims or loss arising from a breach of professional duty in the provision of professional services. The liability of the Contractor is reduced to the extent that the Client or other person(s) caused or contributed to the loss or occurrence which gave rise to the claim.

1. PERFORMANCE OF SERVICES

[TO BE USED IF THE RESULTS TEST IS TO BE SATISFIED]

  1. The Contractor hereby agrees to achieve the following outcome [details of the outcome to be specified in sufficient detail so that the parties can determine whether the intention of the contract has been achieved] (“Services”) by the following date [insert proposed date of completion] subject to any extension agreed in writing between the parties. Payment of progress payments will be according to the achievement of milestones, and final payments according to the results achieved as set out in Schedule A.
  2. The Contractor will supply all equipment and tools of trade necessary for the provision of the Services.
  3. The Contractor will indemnify the Client for claims or loss arising from a breach of professional duty in the provision of professional services. The liability of the Contractor is reduced to the extent that the Client or other person(s) caused or contributed to the loss or occurrence which gave rise to the claim. In these terms, the Contractor will be liable for the cost of rectifying any defect in the work performed.
  4. The Contractor will provide the Client with an invoice at the end of each week [or month if appropriate] indicating the progress made to achieving the performance of the Services and making a claim for a proportion of the contract sum based on the progress achieved.
  5. The Client will pay the Contractor the amount of the progress claim to reflect achievement of relevant milestones as progress toward achieving the results specified in 1.1 within five days of the progress claim.
  6. The Contractor agrees that this contract is for the obtaining of a result described above and unless that result is achieved, the Contractor will not be entitled to any of the contract sum and any amount of the contract sum that has been paid to date shall be refunded if the result is not achieved by completion.

2. RELATIONSHIP BETWEEN THE PARTIES

  1. This Agreement does not constitute any company, partnership or joint venture between the parties for any purpose. Neither party to this Agreement shall have any right to incur any liabilities or obligations on behalf of or binding upon the other party except as provided for in that Agreement.
  2. Nothing in this Agreement constitutes a relationship of employer and employee. The Contractor must not act in any way other than as an independent contractor of the Client.
  3. The Client will not be responsible for any payments in respect of:
    1. the remuneration of the Contractor’s personnel including salary and wages, annual leave, sick leave, long service leave or superannuation;
    2. workers’ compensation, accident, sickness and life insurance for the Contractor’s personnel; and
    3. all taxes including but not limited to corporate tax, payroll tax, PAYG tax, training guarantee levy, FBT, excise duty, GST, personal income taxes, company income taxes, Contractor’s payroll taxes, superannuation guarantee levy, health insurance levy and any other additional taxes or levies imposed by government.
  4. Where agreed, the work carried out to achieve the results set out in this Agreement can be undertaken by another person provided by theContractor. This arrangement will be subject to the substitute Contractor having the appropriate qualifications and relevant experience, and to the Client’s approval. The Client maintains the right to veto the choice of substitute.
  5. The Contractor will not be subject to the supervision, direction or control on the manner in which he or she renders the agreed services, and will maintain a high level of discretion, flexibility and professional judgment as to how the work is performed and results achieved. Checking of the Contractor’s work by the Client or co-ordination with other onsite project activities will not constitute control over the Contractor.
  6. The Contractor acknowledges and hereby agrees that in relation to the supply of the services under this Agreement it is responsible for compliance with all statutory requirements in relation to trading, including but not limited to the payment of all or any taxes, superannuation, workers’ compensation or other charge, levy or obligation imposed by law as a result of this Agreement.
  7. The ownership of any intellectual property, unless in the public domain, generated by or introduced into the services by the Contractor remains at all times with the Contractor unless otherwise specifically agreed in writing. All written data to be exchanged by the parties to this Agreement shall be regarded as confidential and shall remain the property of the discloser. All such written data shall be immediately returned to the discloser upon written request or at the expiry of this Agreement.
  8. These terms (2.1, 2.2, 2.3, 2.4, 2.5, 2.6 and 2.7) shall have effect from the date of execution and shall survive the Agreement.

3. CONFIDENTIALITY

  1. The parties agree that confidential information disclosed to the other party remains at all times confidential and each party indemnifies the other in respect to all loss, damage, claim, liability, cost or expense suffered by the discloser arising from any breach of this Agreement.
  2. The Contractor shall not disclose and shall use its best endeavours to prohibit and prevent the unintentional disclosure of any confidential information concerning the business, strategic plan, methodologies or any other interests of the Client which may come to its knowledge.
  3. The Client acknowledge that the methodology and materials of the Contractor, unless in the public domain, are to remain confidential to the Contractor unless otherwise specifically agree in writing.

4. TERMINATION

Either party may terminate this Agreement at any time by seven days written notice to the other party. Termination prior to the expiry date by the Client will only have legal effect upon payment to the Contractor of ................... weeks average invoice payments as liquidated damages. The client agrees to give the Contractor ................ weeks notice if the Agreement is not to be renegotiated at expiry.

5. WAIVER

If either party shall waive any breach of this Agreement or forbear to enforce any part of it on any one or more occasion, such waiver or forbearance shall not be taken as evidence against that party and shall not preclude that party from subsequently enforcing any part of this Agreement.

6. DISPUTES

If any dispute arises involving the performance of this contract or the interpretation of its terms, before resort to legal action is had by either party, it is agreed that if negotiations fail, the parties shall utilise mediation in accordance with the lass of Australia, each party bearing their own costs.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Australia and the parties to this Agreement agree to submit, subject to clause (6), to the jurisdiction of its Courts.

8. NOTICES

Unless otherwise specified in the Agreement or documents collateral to this Agreement, all notices or communications of a contractual nature given in relation to this Agreement by either party to the other party shall be in writing and delivered or mailed by registered mail as follows:

  • The Contractor to: 1a Congewoi Rd, Mosman, NSW 2088.
  • The Client to: (address).

IN WITNESS OF THIS AGREEMENT the parties have executed this Agreement in duplicate on the date set out at the head of the Agreement.

Contractor

Witness

Client

Witness

SCHEDULE A

This Schedule sets out:

RESULTS AND FEE PAYMENT

1. Project results and fee payment

Overall Project Results Fees

2. Milestones and progress payments

Date Milestone Payment