Strategy Call Terms & Conditions

1. SERVICES: This agreement constitutes an order for one Dubsado Strategy Call including 
   1. 90min Strategy Call 
   2. WorkflowMapping Guide
   3. Basic Setup Guide
   4. Optional 30 min zoom to be used within 30 days of strategy call. This call is to be used as time to ask questions on what was discussed in the original call and not to cover anything new ie new services or forms.
      
      
2. CLIENT RESPONSIBILITIES
   1. Providing all details needed for The Eco Collab to complete the above
   2. COmplete the required form at least 48 hours before the strategy call
   3. To attend the Strategy Call
   4. Service Provider agrees to respond to any communications within 3 business days unless prior notice has been given
   5. You are entitled to one copy of your invoices and contracts. If after 90 days you require reissuing it will be billed at the hourly rate.
      
      
3. PAYMENT
   1. PAYMENT: Client agrees to commit to payment of 100% at the time of signing this agreement. .
   2. RESCHEDULING:  You are allowed 2 reschedules that must be rebooked to a date within 30 days of the original booking date.
   3. DELAYED INFORMATION: Client will to the best of their ability provide all requested information relating to the Dubsado Strategy Call at least 48 hours before the call. Any later will result in the call being rescheduled.Strategy Sessions can only be rebooked 2 times and must be rebooked within 30 days of the original call date, after that the service is considered abandoned with no refund and must be paid in full again if you wish to rebook the service
      
      
4. EQUIPMENT AND PLACE OF WORK: 
   1. REMOTE WORK: The Service Provider will provide their own: equipment as required to perform the Services to the Client; and a suitable workspace from which to perform the Services. The parties agree that the Services will be delivered remotely and virtually and that the Service Provider will not work from the Client’s office or another place of work unless otherwise agreed between the parties.
   2. IN-PERSON WORK: When agreed upon in writing by both parties the Service Provider is able to work in person  Such agreement is subject to such additional terms, fees and charges as the parties agree in writing, which includes charges at the agreed hourly rate for time spent by the Service Provider in travelling to or from the Client’s premises and work station set up fees.
      
      
5. AUTHORISED USE OF CLIENTS INFORMATION: The Client consents to the Service Provider using the copy written or general details of the engagement by Client to Service Provider to promote its business in an anonymous format. For example, positive feedback from Client may be used as a testimonial on the Service Providers’ public sites. If Service Provider wished to use Client’s name, trademarks and general details of the engagement to promote its business, Service Provider will only do so after receiving written consent from Client
   
   
6. NO WARRANTY OR GUARANTEE
   1. Other than any guarantees the Client may be entitled to pursuant to the Australian Consumer The Service Provider makes no warranty or guarantee as to specific commercial, financial or legal outcomes of the engagement. The Client warrants that they have not relied on any warranty, guarantee or representation given by the Service Provider in entering into this Agreement.
   2. REVISIONS: The Client can request up to two revision requests of work if the Client does not find the work within the scope of the original agreement. This does not constitute a complete do-over. Revision constitutes the following sorts of scenarios:  Fixing errors made, minor design tweaks that will take less than 30 minutes to change. Do-overs will be estimated and charged separately.
   3. LIMITATION OF LIABILITY: The Service Provider makes no warranty or guarantee as to specific commercial, financial or legal outcomes of the engagement
   4. ACCURACY: Client assumes full responsibility for acceptance of work or services performed and agreed upon, as well as final proofreading and accuracy. Service Provider is not responsible for errors or omissions.
   5. ACCURACY OF INFORMATION: Client agrees that the accuracy of information supplied to Service Provider is the sole responsibility of Client, and that Service Provider is not responsible and shall not be held liable for the results of services performed on the basis of inaccurate, incomplete or untruthful information furnished by Client.
      
      
7. ACKNOWLEDGEMENTS AND WARRANTY 
   1. ACCEPTANCE: The Client will be taken to have accepted the offer contained in this Agreement:

      1. on receipt by the Service Provider of the Deposit if applicable; or

      2. on written acceptance of this Agreement (including via email); or 

      3. on signing this Agreement
         whichever occurs first

      4. Upon the Client acting in a way that shows they accept. Ie engages in meetings or sends information and tasks for Service Provider to complete.

   2. Client enters into the contract without any pressure and enters into it on having had sufficient legal advice and on their own free will
   3. Client understands that Service Provider is not an employee and that this will be a collaborative, professional relationship of equals, where mutual professional respect, courtesy, and consideration are expected. 
   4. INDEMNIFICATION / RELEASE OF LIABILITY: Client shall indemnify, defend and save Service Provider harmless from any and all suits, costs, damages, or proceedings, including, but not limited to, Service Provider’s services, pertaining to any and all litigation in which the Client is a party. Client shall pay all expenses incurred by Service Provider including, but not limited to, all attorneys’ fees, costs and expenses incurred should Service Provider be named a party in any litigation to which Client is a party to the fullest extent permitted by law. Client shall further indemnify and hold harmless Service Provider and its agents, officers and directors from liability for any and all claims, costs, suits and damages, including attorneys’ fees arising directly or indirectly out of or in connection with the operation of Client, and from liability for injuries suffered by any person relating to the Client. This agreement to indemnify Service Provider is not limited to any acts or omissions, statements or representations made by Service Provider in the performance and/or nonperformance of Service Provider’s duties hereunder and relating to all contractual liabilities, which may be alleged or imposed against Service Provider. In the absence of negligence, however, Service Provider will not be held liable for loss, destruction or damage of any kind resulting from items that are lost or delayed in transit, whether such transit is electronic, fax, mail or otherwise, not for unauthorised use by others of such property. Service Provider will not be held liable for any incidental, consequential or indirect damages, including without limitation damages for loss of profits, business interruptions, loss of information, plagiarism, etc. Service Provider will not be held liable for typographical omissions or errors.
   5. MATERIALS & INFORMATION: Client will provide all content, outlines, photos, product images, etc., necessary for any special tasks. Source material must be clear and legible. Client is responsible for furnishing all pertinent information, and for furnishing accurate, truthful, and complete information necessary for Service Provider to perform or complete the contracted services or project. The Client consents to the Service Provider using the Client’s name, trademarks and general details of the engagement to promote its business.
      
      
8. DISBURSEMENTS: Expenses incurred on behalf of Client are NOT included in any fees and will be billed to Client. Reimbursable expenses may include, but are not limited to, office supplies (e.g., file folders, envelopes, removable storage drives, etc.,), mileage, payments made to vendors, and shipping and handling costs. Service Provider will inform Client of any expenses before they are purchased to confirm agreeance of the purchase.
   
   
9. LIEN: All material or property belonging to Client, as well as work performed, may be retained as security until all just claims against Client are satisfied.
   
   
10. INTELLECTUAL PROPERTY
    All documents, files, designs, database rights, trademarks or other works developed in the course of this engagement by the Service Provider (“Works”) will be the exclusive property of the Client at the end of the contract. On request, the Service Provider will sign all documents necessary to confirm or perfect the exclusive ownership of the Works in the Client. All original documents supplied by the Client will remain the property of the Client. The Client authorises the Service Provider to make a reasonable number of copies of the original documents for the purpose of providing the Services during the Term of this engagement.
    
    
11. ELECTRONIC TRANSMISSION RISKS: The parties will communicate electronically with one another for the purpose of this Agreement using email and data storage devices, including cloud-based storage facilities such as Dropbox, GoogleDocs or OneDrive.
    The parties acknowledge and agree there are some delivery risks in using email and other electronic communication and document storage and sharing methods and that computer viruses and similar damaging items can be transmitted through these methods.
    The parties undertake reasonable steps to use appropriate electronic and information technology protections and protocols (such as password protection and virus-scanning software) to reduce these risks.
    The parties acknowledge that it is not possible to eliminate the risk of introducing viruses altogether, accept the risk of interception of emails by third parties or of non-receipt or delayed receipt of emails and hereby release one another from all claims, losses, expenses and liabilities caused by any of the risks referred to above and arising directly or indirectly out of that communication
    
    
12. CONFIDENTIALITY: The parties recognise that it may be necessary during the engagement for the Client to reveal confidential information to the Service Provider. The Service Provider and Client agree not to disclose, divulge, reveal, report or use, for any purpose, any confidential information which they have obtained, except as authorised by either party or as required by lawand will undertake reasonable commercial measures to maintain the confidential nature of the confidential information, including the signing of reasonable non-disclosure agreements by personnel of the Service Provider on request.
    The Service Provider agrees to safely and securely store any Client provided access details, logins, passwords or similar information provided to the Service Provider by the Client during the engagement. The Service Provider will do this by saving passwords in LastPass on a password-protected device.
    This clause survives termination of this Agreement.
    
    
    
13. NON-DISPARAGEMENT The Client acknowledges that the Service Provider has established a valuable reputation and goodwill in Australia in the area of online service provider. Subject to law and the rights of the Client in connection with the enforcement of this Agreement, the Client may not at any time:

    1. disparage, permit or authorise the disparagement of the Service Provider, any of its related entities or any director, officer, employee, agent, consultant or adviser of the Service Provider or of its related entities; or

    2. otherwise make, permit or authorise the making of any statement in any way relating to or connected with any matters in dispute which is calculated or is reasonably likely to cause damage to the Service Provider, any of its related entities or any director, officer, employee, agent, consultant or adviser of the Service Provider or its related entities (including damage to their respective reputations).
       
       

14. TERMINATION: If either party wishes to terminate, a refund of the total amount paid will be refunded to Client based on what stage of the strategy call we are at.
    1. Within 24 hours of paying but before any work has begun by the Service Provider – 100%
    2. Within 24 hours of paying but work has begun by the Service Provider – 85%
    3. More than 24 hours after paying but before the strategy call has begun – 50%.
    4. After Strategy Call – 0% – No refund due
       
       
15. IMMEDIATE TERMINATION: Provided, however, that each party may terminate the agreement immediately without prior notice in the event of a breach of this agreement by the other party. Upon termination, Service Provider shall invoice Client for any payment due, and payment will be due immediately upon receipt.
    
    
16. TERM: This Agreement commences on the date set out above and will expire once the obligations of each party have been fully performed and the engagement completed unless extended or terminated in accordance with this Agreement.
    
    
17. NON-DISCLOSURE AND NON-SOLICITATION: Service Provider and Client shall not directly or indirectly disclose to any person other than a representative of Client or Service Provider at any time either during the term of this agreement or following the termination or expiration thereof, any confidential or proprietary information pertaining to the Client, including but not limited to customer lists, contacts, financial data, supply sources, business opportunities for new or developing business, plans and models, or trade secret
    
    
18. DISPUTE RESOLUTION
    1. NON PAYMENT OF INVOICES: If any amounts remain outstanding for more than 60 days, the Service Provider may refer the matter to a debt collection agency or solicitor and the Client will be liable to pay any costs the Service Provider incurs or becomes liable to pay for the collection of such unpaid amounts, including but not limited to late fees,  debt collection fees, charges and commissions and legal fees and costs on a full indemnity basis.
    2. OTHER DISPUTES (EXCLUDING NON PAYMENT OF INVOICES) If a dispute arises between the parties, the party claiming the dispute must not commence any court or arbitration proceedings (except where they seek urgent interlocutory relief), unless they have first complied with this clause.
       The party claiming the dispute must first inform the other party in writing of the following:

       1. the nature of the dispute;

       2. the outcome they desire to resolve the dispute, and

       3. the action they believe will settle the dispute.
          On receipt of the notice by the other party, both parties will make every effort to resolve the dispute by mutual negotiation within 20 Business Days.
          If the parties are unable to resolve the dispute in that time, the parties must agree on selection of a mediator (if the parties are unable to agree, they agree to request that the President of the Law Society of Victoria appoint a mediator) and will be equally liable for the fees and reasonable expenses of the mediator and the cost of the venue of the mediation (to be paid in advance). The parties must each pay their own costs associated with the mediation, which must be held in Melbourne, Australia, unless otherwise agreed in writing.
          All communications made by the parties arising out of this dispute resolution clause are confidential and to the maximum extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.
          This clause survives termination of this Agreement.
          
          

19. GENERAL: The following additional terms and conditions apply to this Agreement:

    1. The Service Provider may sub-contract one or more aspects of the Services, provided always that the Service Provider will remain the head contractor and will be responsible for the delivery of Services in accordance with this Agreement.

    2. The parties acknowledge that this Agreement is intended as an agreement for the provision of Services and creates the relationship of principal and contractor and not any other relationship and, in particular, not the relationship of employer and employee, principal and agent or the relationship of partnership and is a non-exclusive agreement, meaning Sevice Provider is free to have agreements with other businesses in the same industry at Client.

    3. It is understood by the parties that The Eco Collab is an independent contractor with respect to the client and not an employee of said client. The client is not expected to provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of the Service Provider

    4. Anything Service Provider says verbally does not waive the contract at any time. 

    5. This Agreement is the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement and supersedes any prior understanding, arrangement, representation or agreements between the parties as to the subject matter contained in this Agreement.

    6. If anything in this Agreement is unenforceable, illegal or void, it is severed, and the rest of the Agreement remains in force.

    7. Neither party will be liable to the other party for any loss caused by any failure to observe the terms and conditions of this Agreement where such failure is occasioned by causes beyond its reasonable control including, but not limited to, by fire, flood, riot, strike, war, restrictions and prohibitions or any other actions by any government or semi-government authorities, theft, cyber theft or major injury or illness of key personnel.

    8. Any amendment or variation to this Agreement (such as a change to the Services to be provided) is not effective unless it is agreed in writing by both parties, unless otherwise set out in this Agreement.

    9. The law of Victoria governs this Agreement and the parties submit to the non-exclusive jurisdiction of the courts of Victoria.

    10. A notice required to be given to a party under this Agreement must be in writing and delivered to that party in one of the following ways: 

        1. delivered personally;

        2. posted to their address, when it will be treated as having been received on the second Business Day after posting; or

        3. sent by email to their last-notified email address, when it will be treated as received when it enters the recipient’s information system or otherwise when the recipient confirms receipt, whichever occurs first.

The terms and conditions of this Agreement may be modified or amended as necessary only by written instrument signed by both parties. By picking the box on the inquiry form, you indicate that you understand, agree to and accept the terms and conditions above.