Terms & Conditions
ROC Terms & Conditions
- ROC Business Developers Pty Ltd, ACN 627 164 783 provides Consulting Services.
- This agreement is to be read in conjunction with the Proposal, which together set out the terms of the agreement between the parties
- Agreement means this document and the accompanying Proposal Letter (defined below).
- Assumptions means the assumptions we will make based on the information contained in clause 5(c) and our assumptions will include the truth, accuracy and integrity of that information and credibility of the information you give ROC Business Developers Pty Ltd.
- Authorised Representatives means the persons nominated by the parties in writing in the Services Agreement or in any written correspondence thereafter.
- CCA means the Competition and Consumer Act 2010 (Cth).
Confidential Information means all information (except to the extent that it is generally available to the public, other than as a direct or indirect result of any breach of this agreement) relating to either party to this Agreement, any of Our customers, clients, or other contractual counterparties and/or any of the business or financial affairs of any of them, including:
- any information that is specifically designated as confidential.
- any information which, by its nature, may reasonably be regarded as confidential.
- any information relating to any;
- agreements, arrangements or terms of trade with any existing or prospective customers, clients or other contractual counterparties.
- customers, clients, suppliers, employees, technologies, products, services, proposals, market opportunities, business or product development plans, pricing, financial position or performance, capabilities, capacities, operations, or processes; or
- Intellectual Property Rights (defined below): and
- any note, calculation, conclusion, summary, or other material derived or produced partly or wholly from any such information.
Force Majeure Event means the occurrence of an event beyond the control of either party, including but not limited to:
- natural disaster, such as fires, explosions, earthquakes, drought, tidal waves and floods.
- war, hostilities (declared or not), invasion, act of foreign enemies, mobilisation, requisition, acquisition, or embargo.
- rebellion, revolution, insurrection, military or usurped power or civil war.
- nuclear contamination or explosion.
- riot, commotion, strikes, go slows, lock outs or disorder; and (vi)acts or threats of terrorism.
- Intellectual Property Rights means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how, trade secrets and marketing secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- Services means the services set out in the Proposal.
- You mean the client.
In the interpretation of this Agreement:
- References to legislation or provisions of legislation include changes or re- enactments of the legislation and statutory instruments and regulations issued under the legislation.
- Words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate and vice versa, references to documents or agreements also mean those documents or agreements as changed, novated or replaced, and words denoting one gender include all genders.
- Reference to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia.
- References to a party are intended to bind their executors, administrators and permitted transferees; and
- Obligations under this Agreement affecting more than one party bind them jointly and each of them severally.
4. Provisions of Instructions and Information
- You agree to provide all information known to you which would reasonably be required to properly carry out the agreed Services.
- Information provided will not be independently verified.
- You agree to notify ROC Business Developers Pty Ltd at the earliest opportunity if additional information is forthcoming that is relevant to completing the Services agreed.
- You agree to notify ROC Business Developers Pty Ltd, at the earliest opportunity if any information provided is discovered to be inaccurate.
5. Limitations of Liability
- ROC Business Developers Pty Ltd do not accept liability for any loss or damage arising from any part of the Services provided.
- Any advice or information provided in connection with the agreed Services is for your confidential use only. ROC Business Developers Pty Ltd do not accept any liability or responsibility whatsoever for loss or damage of any kind incurred by a third-party who uses or relies on any part of the information or advice.
- Services provided by ROC Business Developers Pty Ltd is based on:
- information you provided.
- any such independent enquiries or investigations that ROC Business Developers Pty Ltd consider appropriate to make in order to advise you.
- previous experience and industry knowledge.
6. Service Charges
- ROC Business Developers operate on a Professional Service fees basis.
- The Professional Fees applicable are described in the Proposal. These fees are exclusive of GST.
- Any variation in Professional Fees will be agreed in writing by the Authorised Representatives.
7. Payment and Invoicing
- Charges are in accordance with the Services Agreement.
- Unless otherwise agreed in writing, all invoices must be paid within 30 days from the date of Tax Invoice.
- Tax invoices will be issued by ROC Business Developers Pty Ltd from the commencement date monthly in advance.
- You have no right to withhold of set off against any amounts owing to ROC BD for any reason.
- After 30 days, interest will be charged on any outstanding amounts at a rate of 10% per annum to cover reasonable business expenses and costs incurred by late payment.
- GST is payable by you on all advice and disbursements. GST will be shown clearly on the tax invoices.
- Payments are to be made by direct debit or bank transfer to the bank account nominated in our invoice. We do not accept credit card payments.
8. Force Majeure
Where a Force Majeure Event occurs:
- ROC Business Developers Pty Ltd will not be liable for any delay or failure to perform our obligations under this Agreement if such failure or delay is due to the Force Majeure Event.
- The parties shall notify each other as soon as practicable of any anticipated Force Majeure Event that may impact their obligations under this Agreement.
- The performance of our obligations under this Agreement shall be suspended for the period of the delay due to an event or circumstance beyond our control.
- If a delay arising from a Force Majeure Event exceeds 30 days, either party may terminate this Agreement immediately on providing written notice in accordance with clause 13 to the other.
Either party may, subject to any statute to the contrary, terminate this Agreement by virtue of the following:
- Either party fails to remedy a breach of this Agreement or persists in any other breach of this Agreement, after having been notified by the other party to remedy or desist from the breach within a period of 14 days: and
- Either party notifiers in writing with 60 days notification intention to terminate without cause.
- a receiver, administrator, trustee, manager or liquidator is appointed over the assets or undertakings of the other party.
Termination of this Agreement will not affect the rights of either party arising prior to termination.
10. Dispute Resolution
- If a dispute arises, before any formal proceeding is commenced the party claiming that a dispute has arisen must give 14 days’ notice to the other party setting out the dispute and seeking discussion and compromise to resolve the dispute.
- If after 14 days, the dispute is not resolved then it must be referred to mediation on the same terms as those ordered by the Supreme Court of New South Wales and the costs of the mediation shall be borne by the parties equally.
- Nothing in this clause will prevent either party from seeking urgent interlocutory relief.
A notice or other communication to a party must be in writing and delivered to that party or that party’s legal representative in one of the following ways:
- Delivered personally; or
- Sent by email to the Authorised Representatives email address where it will be treated as received when it enters the recipient’s information system
12. Relationships of the Parties
The parties acknowledge that this Agreement is intended as a contract of service and not any other relationship and not the relationship of employer and employee, principal and agent or the relationship of partnership.
This Agreement may not by varied unless the variation is agreed and confirmed in writing by both parties.
14. No Assignment
Your rights under this Agreement must not be assigned without prior written consent. Either party may give or withheld consent at its absolute discretion. Any assignment or purported assignment without written consent shall be void and of no effect.
15. Entire Agreements
This Agreement constitutes the entire agreement between ROC Business Developers Pty Ltd and You and supersedes any other agreements, representations, or warranties.
If any provision of this Agreement is held to be unenforceable then that clause shall be severed from this Agreement and the remaining clauses will remain in force.
17. Law and Jurisdiction
This Agreement is governed exclusively by the laws of New South Wales.
At ROC, solutions don’t come out of a box ready to plug and play, they’re customised to suit your journey.
We pride ourselves on identifying your pain points quickly and designing bespoke change strategies to address them, always keeping in mind your ultimate end game.
Looking to change your company structure, corporate culture or want to introduce a new system or product.
Please contact us to discuss your needs and we will help point you in the right direction.