Woodmac Pty Ltd ATF the QCI Group D/T t/a AusCovert Investigations (the Company) agrees to provide (the Client) such services (the Services) as have or may be agreed between the parties (the Contract) on the basis set out below. These terms and conditions of business (the Terms) form part of the contract together with the description of the scope and cost of proposed services to the Client (the Proposal) and the letter of offer signed by the Client and set out the manner in which the company will provide the services to the Client.
1.1 The term of this Contract shall continue until terminated in accordance with Clause 8 of the Terms or until the Services are completed – whichever is the earliest.
2.1 The Company will provide the Proposal to the Client setting out the nature of the Services and providing an estimate of fees or a fixed amount.
2.2 The Company reserves the right to vary any quotation for fees, whether oral or written, given by the Company (the Proposal), if the Proposal has not been accepted by the Client within 28 days of the Proposal being issued. If the Company undertakes any work from the Client’s oral or written request which is not described in the Proposal then additional fees will apply.
3) Fees and Payment
3.1 The Company shall charge the Client:
Either the agreed fixed fee or an agreed hourly rate
All reasonable and proper expenses incurred in connection with the provision of the Services.
3.2 The above fees do not include goods and services tax (GST). In addition to the amounts set out in the above, 10% GST will be payable on those amounts, if applicable, at the same time as the Client pays the fees.
3.3 The Company will supply the Client with a tax invoice for the amount of GST at the same time as the Company issues the Client with an invoice, or upon request by the Client. The tax invoice will contain particulars as are required by law in order for the Client to obtain an input tax credit for the amount of GST paid by the Client if it is registered, and is otherwise entitled to claim input tax credits.
3.4 All fees shall be payable to the Company without deductions of any kind. The Company’s practice is to render monthly invoices to the Client. The Client shall pay all sums owing to the Company within 7 days of issue. The Company may charge interest on any sums which remain unpaid after they have become due at a rate of 11% per annum.
3.5 Cancellation fee: Aeriated $500 plus any out of pocket expenses.
4) Client Warranty
4.1 The Client warrants and undertakes that it has fully and accurately disclosed all material facts and other information as the Company may require in order to properly perform these Services.
5) Ownership of Information and Documents
5.1.1 Documentation provided by the Client to the Company in connection with the Services and information contained in such documentation (“Client Documents”) shall be treated by both parties as confidential and shall be the property of the Client. All other documentation and information which the Company creates, recovers or otherwise obtains during the course of its performance of the Services (the “Company Documents”) shall be the sole and exclusive property of the Company and shall at all times be treated by both parties as confidential. Copyright in all documents and reports produced by the Company shall vest solely in the Company, including any reports produced for the Client (“The Reports”).
5.1.2 Subject to the Client fulfilling its obligations under this Contract the Client is hereby granted a perpetual, limited license to use the reports solely for its own internal purposes including the right to make a reasonable number of copies of the report for such purposes provided that such copies acknowledge the Company’s copyright.
5.1.3 Subject to the Client fulfilling its obligations under this Contract the Client may be granted a limited license to use the reports for specified external purposes including, without limitation, for the use in joint ventures with other parties, including the right to make a reasonable number of copies of the report for such purposes provided that such copies acknowledge the Company’s copyright and provided that the Client does not provide the report to any competitor of the Company.
6.1.1 Each party undertakes to the other that it will not at any time use or divulge or communicate to any person (other than to the other party and it own employees, representatives, professional advisers and subcontractors, and then only to such persons who need to know the same) without the other party’s prior written consent (or as otherwise required by law) the existence or subject matter of the Contract and the Services and any confidential information concerning the business accounts, finance or contractual arrangements or other dealings, transactions or affairs of the other party which has come to its knowledge during the course of or in negotiations leading up to the Contract or which may come to its own knowledge as a result of its relationship with the other party under the Contract.
6.1.2 The Client expressly undertakes that any report, statement, document or information provided by the Company will be used only for its own business purposes and not for all the benefit of any other person, firm or company.
6.1.3 The Client undertakes not to disclose such report, statement, document or information to any other party, accept with the Company’s prior written consent.
6.1.4 Each party shall use all reasonable endeavors to assist the other party at the other party’s request in any action taken by the requesting party to preserve the confidentiality of its confidential information and/or documents.
6.1.5 The requesting party shall pay the reasonable expenses of the other party incurred in connection with such assistance upon demand.
6.1.6 The confidentiality obligations contained in this paragraph 6 shall not extend to information which was rightfully in the possession of the recipient prior to the start of negotiations leading to the Contract or which is already public knowledge or becomes so at a future date (otherwise than as the result of a breach of this paragraph 6 ). The provisions of this paragraph 6 shall survive any termination of the Contract.
7) Staff and Assistance
7.1 The Company may substitute any staff assigned to the Contract with any other staff member at any time provided that the replacement staff members is of similar or higher caliber than the original staff member replaced.
7.2 The Client agrees to provide all reasonable assistance to the Company to carry out the Contract including (but not limited to) providing prompt and adequate access to office space, telephones and fax: allowing the Company prompt and adequate access to appropriate personnel and records and allowing the company prompt and adequate access to computer systems and data.
8.1 Either party may terminate this Contract forthwith by notice to the other party in writing if the other party:
- Commits a material breach of the Terms of this Contract and fails to remedy such breach within a reasonable period after notice by the other party; or
- Becomes bankrupt or, if a party is a company, is wound up or likely to be wound up or enters into any arrangement or composition with his/her creditors or any class of creditors; or
- Has a judgment entered against him/her; or
- Is convicted of any criminal offence for which a term of imprisonment is imposed.
8.2 Either party may terminate this Contract by giving one (1) months written notice to the other.
8.3 On the termination of this Contract (howsoever caused) the Client shall immediately pay the Company all unpaid fees, costs and reimbursable expenses in accordance with paragraph 3 hereof accrued up to the date of termination and immediately return to the Company all Company Documents with exception of the Reports licensed to the Client in accordance with the Clauses outlined above.
8.4 Upon termination (howsoever caused) each party shall be released form any obligation it may have to the other unless (1) such obligation subsisted prior to termination or (2) such obligation is expressed to subsist after termination.
8.5 Once the Company has commenced investigation services for Clients including background checks, factual investigations, locating missing persons, skip tracing services the amount quoted and/or the retainer paid for the scheduled works is due and payable and no refunds will be granted.
9) Limitations on Liability
9.1 No warranty whatsoever is given by the Company to the Client regarding the accuracy of any matter contained in any report or in any statement of fact or opinion contained therein.
9.2 The Company shall have no liability to the Client should any such statement of fact or opinion prove to be incorrect.
9.2.1 The Company shall not be liable to the Client for any loss, damages, costs or expenses which the Client suffers or incurs out of the conduct of the Company or any of its subcontractors in connection with the performance of the Services or for carrying out any Proposal or recommendation made by the Company, unless arising from the gross negligence or wilful default of the Company.
9.3 The Company shall not be liable to the Client for any loss (whether direct or indirect) of profits, business or anticipated savings or any indirect or consequential loss whatsoever even if the Company shall have been advised of the possibility of such loss.
9.3.1 The Company’s liability to the Client arising by reason of or in connection with the provision of the Services shall be limited to the aggregate amount of fees paid by the Client to the Company or the provision of all or part of the Services again which are referable to the aspect of the Services in respect of which the negligence was committed.
9.3.2 The Company shall not be liable to the Client for any loss suffered by the Client arising as a result of a breach by the Client of its obligations under paragraph 4 above.
9.3.3 Subject to the provisions of the Trade Practices Act, 1974, the Terms are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, customs, trade or usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permissible by law.
10.1 The Client shall, except where caused directly by the gross negligence or wilful neglect of the Company, indemnify the Company and keep the Company fully and effectively indemnified on demand against and all losses, claims, damages, costs, charges, expenses, liabilities, demands, proceedings and actions which the Company may sustain or incur or which may be brought or established against it by any person as a result of or in connection with the Company providing the Services, or which in any case arises out of or in relation to or by reason of the breach of any of the warranties or undertakings of the Client contained in these Terms.
11) Force Majeure
11.1 Neither party shall be liable for any delay in performing any of its obligations under the Contract if such delay is caused by circumstances beyond reasonable control of the party so delaying and such party shall be entitled (subject to giving the other party full particulars of the circumstances in question and to using all reasonable endeavors to resume full performance without avoidable delay) to a reasonable extension of time for the performance of such obligations.
12) General Terms
12.1.1 If any provision of the Terms shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provision shall not be in any way affected or impaired.
12.1.2 This Contract constitutes the entire agreement between the Parties upon this subject and supersedes all previous representations, offers, undertakings or contracts. No modifications, amendments or additions to this Contract shall be made except in writing signed by all parties. The exercise of any right or remedy obtained within the Terms by any Party shall be without prejudice to any other right or remedy which any Party may have at law or in equity or from any statute.
12.1.3 Neither the failure of any Party to enforce at any time any of the provisions of the Terms nor the granting of any time or indulgence shall be construed as a waiver of that Party’s right to enforce that or any other provision of the Terms thereafter.
12.2 This Contract shall be governed and construed in all respects by the laws of Queensland and the Parties agree to submit to the exclusive jurisdiction of the Queensland Courts.
12.3 Any notice or other correspondence to be served or delivered in accordance with this Contract may be served or delivered personally or by posting it or sending it by facsimile transmission to the last known address of any Party or the registered office address of the Company and shall be deemed to have been served or delivered when received if served or delivered personally or by facsimile transmission and after 7 days if served or delivered by post.
12.4 When a payment is made to the Company this bonds the Contract and if any credit terms are provided to the Client it is at the sole discretion of the Company.
12.5 Any overdue accounts to the Company from the Client are subject to Court interest and any other actions required to ensure the outstanding debt is paid in a suitable and reasonable time as agreed upon by the Company.
12.6 The Company reserves the right to change the Terms and Conditions to ensure best practice and governance for the Company.
1) Investigations are carried out on the date/s scheduled irrespective of weather conditions. Investigations take place rain or shine, unless conditions endanger the safety of an investigator.
2) If a Client cancels an investigation less than twenty-four (24) hours before commencement they are not entitled to a full refund. AusCovert Investigations reserves the right to charge a penalty fee of two (2) hours surveillance for management time of the project, standby time of the investigator as well as incidental costs and expenses if applicable.
3) AusCovert Investigations reserves the right to make last minute alterations or changes to the investigation schedule if it deems those changes would improve the Client’s chances of achieving the outcome sought by the Client. AusCovert Investigations undertakes to conduct investigations as and when specified by the Client, but for operational or other reasons it may be necessary to carry out those investigations at times other than those scheduled. Such changes would be made only if there was no material impact on the prospect of completing a successful investigation and as such are not considered grounds for a refund.
4) Where AusCovert Investigations has been instructed to commence an investigation and a deposit or payment has been made by the Client, these monies are non-refundable if within 24hrs of the scheduled work time.
5) If a Client has any unused credits on their account, these are held in a suspense account for a maximum of three (3) months. If AusCovert Investigations has received any instructions from the Client within the given timeframe, AusCovert Investigations reserves the right to disperse these funds at their discretion to charity and/or any other avenues chosen by the director at the time.