Terms and Conditions
“Services” means the professional services delivered to you that are the subject of the Consultancy Agreement
2. Agreement as between you and us
The following terms and conditions (as varied from time to time) together with the Consultancy Agreement form the agreement between you and us to the exclusion of any other express or implied term, whether expressed orally or in writing, including any conditions, warranties and representations and shall supersede all previous Consultancy Agreements or letters of engagement, undertakings, agreements and correspondence.
3. Our Commitment to You
We will perform the Services with due care competence and diligence. We will act ethically and in accordance with relevant professional codes of conduct at all times during the course of the Engagement. We will assign staff members possessing the technical skills and knowledge necessary to ensure work quality and value to the Engagement. We will work closly with the team at Flowlens to provide suport and training. We may subcontract portions of the Services to others who may deal with you directly. With your agreement, we may also use third parties in performing our services. Regardless, Invisible Business Solutions will be responsible to you for the performance of the Implementation and Training while Flowlens are responsible for the subscription. Full t&c and privacy are available at Flowlens.com While we alone are responsible for the performance of the Services, you are solely responsible for the work and fees of any third party engaged by you in connection with the Engagement, even if we introduced that party to you You will have access to the person managing the Engagement and may enquire on progress at any time or check via our project management tool. We will keep you informed of progress during the course of undertaking the Engagement and advise you of any issues that could potentially expand the scope of the Engagement or the time required to complete it.
4. Your Undertaking to Us
Accordingly, neither the Consultancy Agreement nor any terms we agree with you to allow third parties access to our information or advice are enforceable by a person who is not a party to it, except where expressly provided for in the Consultancy Agreement.
5. Client Feedback
We are committed to meeting your needs and welcome your feedback on all aspects of our service. To provide your comments, please contact us by email as follows: email@example.com
We may disclose your Confidential Information to persons who supply services in relation to, or connected with, the Engagement, on the understanding that they will treat that information as confidential. You and we may disclose Confidential Information as required or allowed for by law or professional standards, or with your express consent. The Association of Chartered Certified Accountants exercises a quality control program in respect of its members to which we comply.
We will collect personal and other information about you in connection with the Engagement or disclose the information to third parties where we consider it necessary to provide the Services or where we are required to do so by law.
8. Conflicts of Interest
We may act for clients who may compete with or, more rarely, may be involved in business with you. Naturally, we will continue to represent those clients or new clients. We will use all reasonable endeavours to ensure that any conflicts will not impact on you. If we believe an identified conflict will impact or does impact you, we will report these to you as soon as reasonably possible after we become aware of them. You acknowledge that such events will not give rise to claims against us other than in exceptional circumstances.
Notwithstanding this condition, we assume the right to use references and company logos in proposals or other similar submissions made to other prospective clients, unless you expressly prohibit such disclosure.
10. Email Communication
Subject to the limitations imposed by the law, you also agree to indemnify and hold harmless us and our successors and assigns from and against any and all liabilities, damages, losses, costs and expenses (including reasonable legal fees) which may arise from the use of email in our communication with you or the communication we undertake in the course of carrying out your instructions.
11. Occupational Health and Safety
On the occasions that IBSGC representatives are required to visit your premises, it is on the basis that you comply with all occupational health and safety standards. During such times, you will be responsible for providing a safe place of work and for ensuring that our staff are properly instructed and directed so as toensure their personal safety, particularly in situations that may be unusually hazardous or peculiar to the environment in which they are working. Any visiting IBSGC representative will be required to leave your premises if in their assessment, there is a hazard that endangers their well-being and that hazard cannot be remedied immediately.
12. Document Retention
All documents and records created and/or produced by us during the course of our Engagement (except where provided by law) and documents addressed to us are the property of Invisible Business Solutions. IBSGC in every respect claims Copyright in that regard.
13. Intellectual Property
All rights to training and presentation materials are reserved. No part of the material may be reproduced or transmitted in any form or by any means, electronic or mechanical including photocopying, recording, storage in information retrieval systems or otherwise without the prior written permission of Invisible Business Solutions.
14. Goods and Services Tax (GST)
Our fees are quoted exclusive of GST. To the extent that we consider that the supply we make is subject to GST, GST will be charged in addition to the fee quoted and is payable at the same time and in the same manner as the fee quoted.
If we provide you with an estimate of costs, it is based on the scope of work expected at that time. If the scope of work is incorrect or varies, or the extent of work is greater than expected, then we will provide you with a revised estimate amount in advance to cover expenses or to provide security for our charges. Settlement of all invoices is in accordance with our normal Terms of Payment described below.
16. Terms of Payment
If at any time a payment is not made as required, we may suspend all further services until we receive payment or acceptable alternative arrangements are made. Alternatively, while services are suspended, we may stop acting in the matter. If we do stop acting because of non-payment of our fee invoices, all our fee invoices up to that date must be paid. Until our fee invoices are paid in full, we may and usually will retain your documents, records and other property in our possession.
With the exception of any engagement where termination rules are prescribed by legislation or professional obligations, or where either of us become the subject of insolvency proceedings or calls any meeting of its creditors (in which case we each may terminate without notice), the Engagement may be terminated by you or us upon the expiry of 14 days written notice to the other. Notice will be deemed served 24 hours after the notice has been sent. We will be entitled to receive payments for all time and costs incurred up to the date of termination, including for time and our engagement to a close in a prompt and orderly manner. We will make every reasonable effort to keep expenditure for this purpose to a minimum.
18. Dispute Resolution
If a dispute arises between you and us in connection with the Engagement, before commencing legal proceedings, all parties will attempt to resolve the dispute in good faith by negotiation. All parties agree to ensure that appropriately senior personnel are available for the purpose of the negotiations.
19. Force Majeure
We will not be liable for any delays or failures in performance or breach of contract due to events or circumstances beyond our reasonable control, including acts of God, war, acts by governments and regulators, acts of terrorism, accident, fire, flood or storm or civil disturbance.
In the event that any part of these Terms of Trade and the Consultancy Agreement of which they form part is held to be invalid or unenforceable, the remainder will continue in full force and effect.
21. Governing Law and Jurisdiction
These Terms of Trade and the Consultancy Agreement of which they form part shall be governed by and interpreted in accordance with the laws of the state of Queensland. The courts of Queensland shall have exclusive jurisdiction to settle any dispute which may arise in connection with the Consultancy Agreement and/or the Services.
Meetings cancelled with less than 48 hours notice and without reasonable cause, are considered late cancellations and will be charged at our minimum rate per hour to the client, or the prior agreed fee for the booked time and session. Where fixed fees are provided late cancellations will be included in the chargable time frames and may result in out of scope charges. If changes need to be made to the project plan, please advise as soon as possible.
23. Future Changes to IBSGC Terms and Conditions