Terms & Conditions
Effective Date: 1st July 2024
1. Introduction
These Terms and Conditions (“Terms”) govern the provision of consulting services (“Services”) by Centa Partners (“Consultant”) to its clients (“Client”). By engaging the Consultant for Services, the Client agrees to be bound by these Terms.
2. Services
2.1. The Consultant agrees to provide the Services as outlined in the proposal or engagement letter.
2.2. The scope, nature, and duration of the Services will be specified in the proposal or engagement letter provided to the Client.
3. Fees and Payment
3.1. The Client agrees to pay the fees for the Services as specified in the proposal or engagement letter.
3.2. All fees are payable within 15 days of the invoice date unless otherwise agreed in writing.
4. Confidentiality
4.1. Both parties agree to keep confidential all information obtained from the other party that is designated as confidential or would reasonably be considered confidential.
4.2. Confidential information shall not include information that is publicly available or becomes publicly available through no fault of the receiving party.
5. Intellectual Property
5.1. The Consultant retains all intellectual property rights in the materials and methodologies used in the provision of the Services.
5.2. The Client is granted a non-exclusive, non-transferable licence to use the deliverables provided as part of the Services for its internal business purposes.
6. Limitation of Liability
6.1. The Consultant shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, revenue, data, or use, incurred by the Client.
6.2. The Consultant’s total liability for any claim arising out of or in connection with the Services shall not exceed the total fees paid by the Client to the Consultant for the specific Service giving rise to the claim.
7. Warranties and Disclaimers
7.1. The Consultant warrants that the Services will be provided with reasonable care and skill.
7.2. Except as expressly provided in these Terms, the Services are provided “as is” and the Consultant disclaims all other warranties, express or implied.
8. Indemnity
8.1. The Client agrees to indemnify and hold the Consultant harmless from and against any claims, liabilities, damages, and expenses (including reasonable legal fees) arising from the Client’s use of the Services, except to the extent caused by the Consultant’s gross negligence or wilful misconduct.
9. Termination
9.1. Either party may terminate the engagement for convenience upon 30 days’ written notice.
9.2. Either party may terminate the engagement immediately if the other party breaches a material term of these Terms and fails to remedy the breach within 45 days of receiving written notice of the breach.
10. Governing Law
10.1. These Terms shall be governed by and construed in accordance with the laws of the State of Queensland, Australia.
10.2. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Queensland, Australia.
11. Miscellaneous
11.1. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
11.2. These Terms constitute the entire agreement between the parties and supersede all prior agreements, understandings, and representations.
11.3. Any amendments to these Terms must be in writing and signed by both parties.
12. Notices
12.1. Any notices required or permitted under these Terms shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, to the address specified by the parties.
13. Force Majeure
13.1. Neither party shall be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including natural disasters, war, or governmental actions.
14. Relationship of Parties
14.1. The Consultant is an independent contractor, and nothing in these Terms shall be construed to create a partnership, joint venture, or agency relationship between the parties.
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