UPRISE SERVICES PTY LTD
SERVICES AGREEMENT TERMS & CONDITIONS
By engaging Uprise for provision of services your company is consenting to the following services agreement:
A. Uprise is a provider of services within the health industry.
B. The Client wishes to engage Uprise to provide certain services on the terms set out in this Agreement.
1.1 In this Agreement:
“Commencement Date” means the date of signature of this Agreement by both parties;“
Fee” means the fee payable to Uprise in respect of the Services as set out in a Statement of Work;
“Force Majeure Event” means inclement weather, industrial action, fire, flood, natural disaster or any other cause beyond the control of Uprise;
“GST” or “Goods and Services Tax” means a tax, duty, levy, charge or deduction imposed by or under the GST Act;
“GST Act” means the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
“Intellectual Property Rights” means all intellectual property rights of whatever nature and however they arise throughout the world, including rights in respect of or in connection with copyright, inventions (including patents), designs, trade marks, service marks, trade names, goodwill, confidential information, trade secrets, and know-how and similar industrial, commercial and intellectual property rights, licences, whether or not registered or registrable, and including in all cases the right to apply for the registration of such rights and all associated rights of use;
“Services” means the services to be provided by Uprise under a Statement of Work;
“Statement of Work” means a statement of work issued under this Agreement, in the form set out in Schedule 1, or as otherwise agreed between the parties;
“Term” means the term of this Agreement as set out in Clause 2; and
1.2 In this Agreement, unless the context otherwise requires:
(a) a reference to natural person includes a corporation, partnership, government body or any other legal entity;
(b) where the day on or by which any act, matter or thing is to be done is a Saturday, Sunday or public holiday celebrated in New South Wales, such act matter or thing may be done on the next day which is not a Saturday, Sunday or public holiday celebrated in New South Wales; and
(c) ‘include’ and similar expressions are not words of limitation.
2.1 This Agreement commences on the Commencement Date and will continue in effect until terminated in accordance with Clause 2.4 or Clause 8 below (the “Term”).
2.2 This Agreement will form a standing agreement between the parties for the provision of services by Uprise to the Client.
2.3 The parties may, from time to time, enter into agreements for the provision of services by completing and signing a Statement of Work. Each Statement of Work, taken together with the terms of this Agreement, will form a separate agreement between the Client and Company for the provision of Services as set out in the relevant Statement of Work.
2.4 This Agreement (but for the avoidance of doubt, not a Statement of Work) may be terminated by either party for convenience on 30 days written notice to the other party provided that the terms set out in this Agreement will continue to apply in respect of each Statement of Work issued under this Agreement prior to the date of termination until such time as the Services set out in such Statements of Work have been delivered to the Client, or such Statements of Work have otherwise been terminated in accordance with their terms.
PROVISION OF SERVICES
3.1 In consideration of the payment of the Fee by the Client, Uprise will provide the Services set out in each Statement of Work in accordance with its terms and the terms of this Agreement, in a professional manner and in accordance with the directions of the Client or its authorised representative.
3.2 Uprise warrants that:
(a) it will provide the Services with due care and skill and in a proper, workmanlike and professional manner;
(b) it holds any licenses, permits and/or qualifications required in connection with the provision of the Services;
(c) any equipment utilised or provided by it will be in good repair and fit for the purpose for which it is provided;
(d) it will comply with any Client policy notified to Uprise from time to time by the Client; and
(e) it will comply with OH&S laws and regulations.
3.3 The parties agree to comply with all Special Conditions as set out in a Statement of Work. To the extent of any inconsistency between the terms of this Agreement and the terms of any Statement of Work, the Statement of Work shall prevail.
3.4 The Client acknowledges that Uprise subcontracts the performance of some elements of the Services to qualified persons. Notwithstanding such subcontracting, Uprise will remain principally liable for the performance of the Services.
3.5 The Client acknowledges that the provision of the Services is non-exclusive and agrees that Uprise may enter into agreements for the provision of services with third parties provided that the provision of such services does not materially affect Uprise’s ability to provide the Services or to otherwise comply with its obligations under this Agreement.
4 INTELLECTUAL PROPERTY
4.1 The Client acknowledges that the results and proceeds of the Services will be the sole and exclusive property of Uprise. All Intellectual Property Rights arising in the course of engagement of Uprise by the Client will immediately be assigned to and vest in Uprise. To the extent that the Client at any time owns or controls any Intellectual Property Rights that arise in the course of the provision of the Services or otherwise under this Agreement the Client hereby assigns all such Intellectual Property Rights to Uprise worldwide and in perpetuity, including as a present assignment of future copyright.
4.2 The Client will execute any documents reasonably required by Uprise to fully secure its ownership of the Intellectual Property Rights.
4.3 Uprise grants the Client the non-exclusive, revocable right to use works, materials or content provided by Uprise to the Client under this Agreement or a Statement of Work solely for the Client’s own internal business purposes.
4.4 Uprise warrants that the use of works, material or content it provides to the Client in connection with the provision of the Services will not infringe the rights (including copyright) of any third party provided that the Client only makes use of the works, materials and content in accordance with the terms of Clause 4.3.
5.1 Each party agrees that it will not disclose, or authorise the disclosure of, the terms of this Agreement, any matter relating to any of the terms of this Agreement or any other confidential information relating to the operations or business of Uprise or Client to any other person, except to its advisors or as it may be required to do so by law.
6.1 In consideration of the provision of the Services in accordance with the terms of a Statement of Work, the Client will pay the Fee to Uprise in accordance with the terms of the Statement of Work.
6.2 The Fee will be paid by the Client via electronic transfer to an account nominated by Uprise within 7 days of receipt of a validly constituted tax invoice.
6.3 Uprise acknowledges that it does not have the authority to incur any debts, liabilities or other obligations on behalf of the Client.
6.4 The Fee is inclusive of all expenses incurred by Uprise in providing the Services. Notwithstanding the foregoing, the Client will reimburse Uprise for any reasonable expenses which have been approved in advance in writing by the Client, provided that Uprise provides the Client with receipts for all such expenses.
6.5 All amounts payable to Uprise under this Agreement are exclusive of GST which shall be paid in addition to any amount specified as payable, but only on receipt of a valid tax invoice requesting such payment and provided that Uprise is registered for GST purposes.
7.1 Uprise will maintain, during the term of this Agreement:
(a) public liability insurance with a registered on-shore insurer on an occurrence basis, with minimum insurance limits of $10,000,000 per occurrence, including coverage endorsements for personal injury and property damage;
(b) workers compensation insurance policies with a reputable insurer as required by law; and
(c) any other insurance relevant to the Services.
7.2 The Client will maintain, during the term of this Agreement:
(a) public liability insurance with a registered on-shore insurer on an occurrence basis, with minimum insurance limits of $10,000,000 per
occurrence, including coverage endorsements for personal injury and property damage;
(b) workers compensation insurance policies with a reputable insurer as required by law; and
(c) any other insurance required by law.
SUSPENSION AND TERMINATION
8.1 Uprise may suspend this Agreement or a Statement of Work in respect of any period where the Services cannot be usefully provided due to any Force Majeure Event. The Client will not be liable to make any payments in respect of the suspension period, but payments will recommence at the resumption of the Services. Either party may terminate this Agreement where suspension under this clause persists for a period in excess of one calendar month.
8.2 Uprise may terminate this Agreement (and/or any Statements of Work issued under it) immediately if the Client:
(a) enters into liquidation or any form of insolvency administration, or threatens or resolves to do so;
(b) breaches any term of this Agreement (or a Statement of Work) and, having been given 48 hours written notice to rectify that breach, fails to do so; or
(c) commits any act of serious misconduct, including (without limitation):
(i) any act of fraud or dishonesty relating to the business of Uprise;
(ii) any act which may injure or endanger any other person;
(iii) any act which may directly or indirectly damage the reputation of Uprise or any officers or employees of Uprise; or
(v) any act which may be regarded as sexual or racial discrimination.
8.3 Upon termination of this Agreement or a Statement of Work, Uprise will remain entitled to all rights accrued up to the date of termination pursuant to this Agreement or the relevant Statement of Work.
9.1 If a dispute arises in relation to or out of this Agreement, the parties must endeavour in good faith to settle the dispute in accordance with this Clause 9. A party must not commence any legal proceedings relating to a dispute unless it has complied with the provisions of this Clause except where a party seeks urgent injunctive relief or the dispute relates to compliance with this Clause.
9.2 A party claiming that a dispute has arisen must immediately notify the other party in writing, setting out the basis of the dispute and that party’s proposed resolution. If the dispute is not resolved by the parties within 10 business days of notice of the dispute being given, then the parties agree to attempt to settle the dispute via mediation utilising an independent mediator appointed by agreement of the parties. In the event that the parties cannot agree on appointment of the mediator a mediator will be appointed by the President of the Law Society of New South Wales or the President’s designated representative. The costs of such mediation will be shared equally between the
9.3 In the event that the parties are unable to resolve the dispute via a good faith attempt at mediation either party may institute legal proceedings without further notice and take such other action as they are entitled to under this Agreement.
LIABILITY AND INDEMNITY
10.1 The Client hereby indemnifies and will keep indemnified Uprise, and the officers, employees and agents of Uprise against any action, suit, claim, demand, cost or expense arising directly out of:
(a) a breach by the Client of this Agreement;
(b) any damage, injury or loss directly arising out of any negligent act or omission of the Client, or any servant, agent or contractor of the Client in the course of the performance of the Client’s obligations under this Agreement; and
(c) any injury, loss or damage sustained by any officer, servant, agent or contractor of Uprise incurred while attending to the performance of Uprise’s duties under, or incidental to this Agreement, unless the injury was caused by any wilful or negligent act or omission of Uprise or any officer, servant or agent of Uprise.
10.2 Uprise’s total aggregate liability to the Client in connection with this Agreement and all Statements of Work issued under it will not exceed the total amount paid by the Client to Uprise under all Statements of Work issued under this Agreement.
10.3 At no time will Uprise be liable to the Client for any special, incidental, consequential or indirect damage or loss, nor for any loss of profits or goodwill, loss of contracts, loss of future opportunity, or loss from business interruption whether arising directly or indirectly out of a breach of this Agreement by Uprise.
11.1 This Agreement constitutes the entire agreement between the parties relating to the provision of the Services and cannot be altered except in writing signed by both parties.
11.2 The parties enter this Agreement as independent contractors and not as employer and employee, partners or joint venturers, or in any other capacity.
11.3 The warranties, indemnities and obligations of confidentiality contained in this Agreement are continuing obligations and will survive the termination or conclusion of this Agreement.
11.4 Uprise may assign this Agreement and/or any of its rights under this Agreement to any person in its sole discretion. The Client may not assign or sub-contract its rights or obligations under this Agreement to any third party without the prior written consent of Uprise, which consent may be withheld in its absolute discretion.
11.5 Any provision of this Agreement which is or becomes unenforceable in any jurisdiction will be ineffective without invalidating any other provision of this Agreement, and such unenforceability will not invalidate that provision in any other jurisdiction.
11.6 This Agreement and any Statement of Work issued under it may be executed by any number of counterparts and those counterparts taken together form one instrument. This Agreement or a Statement of Work will not be deemed effective until it has been executed by all proposed parties to it. Delivery of a signed counterpart of this Agreement by facsimile or other electronic means (including PDF) will be effective as delivery of a manually executed counterpart of this Agreement.
11.7 This Agreement will be governed by and construed in accordance with the laws of New South Wales and the parties submit to the exclusive jurisdiction of the courts of New South Wales.