1. In instructing LVL Up Consulting (“LVL Up”) to commence the services (“Services”) described in the proposal (“Proposal”) to which these Conditions are attached, you agree to the Proposal and application thereto of these Conditions (the Proposal and these Conditions together form the “Agreement”).
2. The Agreement forms the entire agreement and understanding between the parties relating to the subject matter hereof.
3. LVL Up will perform the Services exercising reasonable skill and care.
4. The scope, nature, extent and programme for Services shall be described in the Proposal or if not described in the Proposal, in writing prior to starting work. LVL Up may adjust its fees for material revisions and additions to the Services. Any such changes and fee adjustment shall be agreed in writing.
5. LVL Up will use reasonable endeavours to meet any agreed programme but shall not be liable for delay, however caused.
6. You shall supply LVL Up with all relevant data and information available to you in relation to the Services and shall give such assistance, decisions and access as may be reasonably required by LVL Up in sufficient time to enable performance of Services in accordance with any agreed programme.
7. The parties will keep all information received, that can reasonably be inferred as being confidential, confidential except as authorised by the other party or as required by law. The obligations in this clause shall survive termination and shall be applicable for five years after receipt of the information.
8. The copyright in all documents, reports, plans, strategies and other material prepared by LVL Up Consulting for the purposes of this Agreement shall remain vested in LVL Up. Upon payment of the fees set out in the Proposal, LVL Up grants you a non-exclusive licence to use such copyright. You shall not, nor permit any other person to, reproduce any LVL Up copyright material without the express written consent of LVL Up.
9. You shall pay the fees set out in the Proposal. All fees referred to are exclusive of any applicable taxes and are in Australian Dollars (AUD).
10. LVL Up shall invoice on the basis set out in the Proposal. If no basis is set out in the Proposal, LVL Up shall invoice on a monthly basis. Each invoice shall be due seven days from the date on which you receive the invoice.
11. You shall pay to LVL Up on demand the amount of any disbursements LVL Up is required to make on your behalf. Any disbursements will be agreed in writing before incurred.
12. LVL Up will not carry out the Services if an invoice is unpaid.
13. Either party may terminate the Agreement by giving twenty-one (21) days’ notice in writing.
14. On suspension of Services or termination of the Agreement, you shall pay all outstanding invoices (to the extent that Services have been performed), and expenses or disbursements incurred, but not yet invoiced, at the date of suspension or termination.
15. Termination of the Agreement shall be without prejudice to accrued rights or claims of each party prior to termination and the Agreement shall continue to bind each party to the extent necessary to give effect to their respective rights and obligations hereunder.
LIABILITY AND LIMITATIONS
16. LVL Up shall not be responsible or liable for the accuracy or completeness of data supplied by you or any other person.
17. LVL Up’s liability under or in connection with the Agreement (whether in contract, tort (including negligence) or otherwise) shall not at any time exceed the aggregate fee for Services received by it at that time. LVL Up shall have no liability for loss of profit, loss of use, loss of business or opportunity or any indirect or consequential loss, however caused.
THIRD PARTY RIGHTS
18. A person who is not a party to the Agreement has no rights under it. Neither party may assign nor transfer its rights under the Agreement without the written consent of the other party.
19. If any term of the Agreement is held to be invalid, illegal or unenforceable the remainder of this Agreement shall be given effect as if that term had been deleted.
20. No claim, action or proceedings under or in relation to the Agreement shall be brought against LVL Up after the expiry of 6 years from the date on which Services were last performed.
GOVERNING LAW AND DISPUTE RESOLUTION
21. The Agreement shall be governed by and construed in accordance with the law of Queensland. The courts of Queensland shall have non-exclusive jurisdiction to hear any dispute under or in relation to the Agreement.