Standard Terms and Conditions
1.0 Work Execution
1.1 Ganador Management Solutions Pty Ltd shall execute the Work, as indicated in the enclosed Scope of Work, in a professional manner and in accordance with the standard contract conditions given below. Ganador Management Solutions has the administrative responsibility for execution of the Work. The Work shall be carried out in accordance with our Quality Assurance Program.
2.0 Terms of Payment
2.1 The Client shall pay Ganador Management Solutions for the Work as specified in the Agreement. Payment shall be made to Ganador's bank account as stated on the invoice, unless otherwise stipulated in the Agreement.
2.2 The Client shall give Ganador Management Solutions 15 day’s written notice of any disputed items in the invoice. The undisputed part of all services, prior to withdrawal of the invoice, shall be settled according to the conditions below.
2.3 Prices quoted are exclusive of all local taxes.
2.4 For late payment interest will be charged at a rate of 5% per month or part thereof. In addition, Ganador Management Solutions has the option of stopping work until payment is received. If the charges payable by the client to Ganador Management Solutions are not paid in full within 30 days of the date of the invoice, the Company shall be entitled to withdraw its services without prejudice to its rights. The withdrawal of services shall not relieve the Client from payment of any charges due.
3.0 Changes
3.1 The Client shall be entitled, upon 7 days written notice, to request an adjustment to the Agreement thereby requesting a change in the Scope of Work, provided that such variation request shall not exceed that which Ganador Management Solutions could reasonably have foreseen at the start of this Agreement.
3.2 All change orders shall be in writing and shall clearly define the changes requested.
3.3 The additional Work involved will be billed and invoiced on an hourly basis in addition to this Agreement unless otherwise agreed in writing between the Parties. Our standard hourly rate is $250 per hour.
3.4 The change will be implemented as soon as both Parties have agreed in writing the extent of the additional Work and the payment terms thereof.
4.0 Termination
4.1 Both the Client and Ganador Management Solutions shall have the right to terminate this Agreement upon written notice of such termination to the other Party.
4.2 In the event of termination, the Client shall reimburse Ganador Management Solutions for any and all Work performed up to the time of termination, including all costs and expenses incurred as a consequence of such termination. Ganador Management Solutions shall also receive a termination fee to be negotiated in addition to the amount outstanding for Work performed.
5.0 Confidentiality
5.1 Any information gathered by Ganador Management Solutions or supplied by the client as well as any proposal/report should be kept confidential and copies only provided by the contact person.
6.0 Intellectual Property Rights
6.1 All proprietary rights to the Deliverables provided by Ganador Management Solutions in the performance of the Work shall be the property of Ganador Management Solutions unless otherwise specified. Ganador Management Solutions shall have free access at all times to such Deliverables.
6.2 All training material developed on behalf of the client is provided on the basis of a perpetual license for the purposes as originally intended. The material may not be (re-)sold for commercial gain, and may not be (re-)published in any other format.
6.3 Any pre-existing intellectual property rights (including copyright and know-how) remain the property of Ganador Management Solutions. In addition, any documents, data and computer programs developed during the work that are not defined as Deliverables are the property of Ganador Management Solutions.
6.4 The Client and Ganador Management Solutions may stipulate that the project is to be a development contract aiming to produce a special method or invention. The proprietary rights and apportionment of any commercial profits arising shall be defined under Special Conditions/Agreements.
7.0 Liability & Indemnity
7.1 The Client shall indemnify Ganador Management Solutions, its employees, representatives and subcontractors against claims in connection with the Work as a result of:
(a) The death of or personal injury to the Client's employees, representatives or subcontractors.
(b) The loss of or damage to property of the Client, the Client's employees, representatives or subcontractors.
(c) Damage arising from claims attributed to the Client or any other party acting on the advice contained in our proposals and reports. Our advice is based on sound business practice and experience, but of necessity knowledge is incomplete and unforeseeable circumstances occur. The decision to act on our advice, implied or explicit, remains the responsibility of the Client.
7.2 Ganador Management Solutions shall indemnify the Client, the Client's employees, representatives and subcontractors against claims in connection with the Work as a result of:
(a) The death of or personal injury to Ganador’s employees or representatives or subcontractors.
(b) The loss of or damage to property of Ganador’s, our employees, representatives or subcontractors.
(c) Damages arising from any claims of breach of copyright, except where Ganador has relied on the Client to provide content and material.
7.3 Each of the Parties shall be responsible for and accept full liability for personal actions or negligence leading to loss of or damage to the property of any third party, or to the personal injury or death of any third party in connection with the Work caused by their respective employees, representatives and subcontractors, as caused by their respective employees, representatives or subcontractors.
7.4 Notwithstanding liability pursuant to 7.1, 7.2 and 7.3, neither the Client nor Ganador Management Solutions shall be liable to the other Party or to any third party for loss of earnings or profit or other consequential damages or losses as a direct or indirect result of the Work.
7.5 Ganador’s maximum cumulative liability for breach of contract and for any delays in the Work shall be limited to the contractual compensation for the completed Work or parts of the Work.
7.6 The Client and Ganador Management Solutions agree that the application of the results of the Work shall be at the user's sole risk.
7.7 Each Party shall immediately notify the other Party of any circumstance rendering the above clauses effective. All claims in connection with this Agreement must be submitted within 12 months of the completion date in order to be valid.
8.0 Insurance
8.1 Both the Client and Ganador Management Solutions agree to take out the necessary liability insurance to cover any amount in damages either Party may be liable to pay pursuant to the conditions in Section 7 of this Agreement or governing law. The Client and Ganador Management Solutions shall upon the request, submit to the other Party a valid insurance policy or other certified evidence of coverage for the Work.
8.2 Both the Client and Ganador Management Solutions agree to take out general liability insurance against claims from any third party with a minimum coverage of $1m per incident.
8.3 Each Party shall take out and maintain relevant insurance for own personnel for the duration of the Work pursuant to prevailing laws.
8.4 Ganador Management Solutions shall ensure that any subcontractors it may use, should maintain insurance coverage as described in Section 8 on behalf of the subcontractor's personnel.
9.0 Force Majeure
9.1 Failure to perform the Work or a delay in the performing of the Work shall not constitute a breach of contract. The parties will have 30 days to rectify breach after written notice. If such failure or delay is due to an act of war, natural disaster, fire, explosion, labour dispute, any event beyond the control of the Party affected, which the Party had no reasonable way of preventing or grounds to anticipate, the affected Party shall immediately notify the other Party in writing of the causes and expected duration of any such occurrence.
10.0 Law
10.1 This Agreement shall be subject to and interpreted in accordance with the Laws of Australia. Any dispute to arise in connection with the Agreement which cannot be settled through negotiation, shall be finally settled by mediation. Should any Party or both Parties remain in dispute, such dispute shall be finally settled by arbitration.
11.0 Warranties
11.1 All statements given in letters, proposals and reports to the Client are made in good faith on the basis of the information available to us at the time. They do not constitute an undertaking, warranty or contractual obligation on the part of Ganador.
Unless provision has been made in the contract price for extension of specific insurance coverage, Ganador Management Solutions shall not be liable to the Client, or any third party, for any loss (including consequential loss) or damage suffered or incurred by any third party, caused directly in the course of performance of this contract, and the Client shall indemnify and hold indemnified Ganador Management Solutions against any such claim. This clause shall remain in effect notwithstanding that the provisions of this agreement shall be terminated.
12.0 Personnel
12.1 Substitution of staff working on a contract will not normally be made, except where this becomes unavoidable and where prior approval has been sought from the Client.
13.0 Employment
13.1 The Client shall not seek to employ any Ganador Management Solutions personnel during their engagement, or for a period of six months after the completion of a contract.
14.0 Impediments to Performance
14.1 Any impediments to the successful performance of a contract (such as, for example, the supply of basic information) will be discussed between the Parties and both will use their best endeavour to eliminate such impediments.
15.0 Subcontracts
15.1 Ganador Management Solutions may subcontract any special work necessitated by the assignment. In such subcontracts, Ganador Management Solutions will act as a principal but may, if so instructed by the Client, act as its agents.
16.0 Breach
16.1 Should either Party hereto breach or fail to comply with any term or condition of this agreement which in law justifies cancellation of this agreement, then the non-defaulting Party should be entitled to cancel this agreement (either as an alternative to a claim for specific performance or upon the abandonment of such a claim), provided the non-defaulting Party has first given the defaulting Party written notice to rectify such breach and the defaulting Party has failed to rectify such breach within 30 (thirty) days after receipt of such notice. Written notice of any such cancellation shall be given to the defaulting Party and such cancellation shall take effect on the giving of such notice.
The exercise by any Party hereto of any right conferred by the foregoing provisions of this Clause 16 shall, subject to such provisions, be without prejudice to any claims of such Party hereunder then accrued or to any other right or remedy of such Party.