Terms and Conditions

www.theinspiredhive.com.au

The Inspired Hive PTY LTD, Terms and Conditions

These Terms & Conditions govern the relationship between the Parties.

The Inspired Hive Pty Ltd (ABN 30 597 860 064) t/a The Inspired Hive of 52 Myrtle Crescent, Warragul, Victoria 3820 (‘the Consultant‘) specialises in project based marketing strategy, mentoring and implementation. You have engaged The Inspired Hive to provide the Services as described in the Proposal that accompanies these Terms & Conditions.

You are the Client and your details, including your name, address, and contact details, are those set out in the Proposal.

By continuing to work with The Inspired Hive after receiving these Terms & Conditions, you accept the Terms & Conditions and agree to the below.

1. Definitions

The following words have these meanings unless the contrary intention appears:

Agreement means these Terms & Conditions and the accompanying Proposal;

Business Day means any day excluding Saturday, Sunday, a public holiday in Victoria and/or a Commonwealth public holiday;

Client Intellectual Property Rights means all present and future rights provided and created by the Consultant and Client in relation to copyright or other proprietary rights contained in the body of the Deliverables, including documentation, comments and other content;

Consultant Intellectual Property Rights means all present and future rights in relation to copyright, trademarks, designs, patents or other proprietary rights, including tools, processes, frameworks, materials, documentation, research, resources or any rights to registration of such rights, whether created, written, developed or brought to existence by the Consultant for the provision of the Services;

Confidential Information means any information that is:

(a) information, ideas, forms, specifications, processes, statements, formulae, trade secrets, drawings and data (and copies and extracts made of or from that information and data) that is not in the public domain is considered

(b) confidential information; and confidential by nature, stipulated as confidential or any other information that would be reasonably considered to be confidential due to the value of the information.

Deliverables means advice, documents or any materials or outputs which the Consultant is required to deliver as part of the Services, as set out in the Proposal;

Proposal means the Proposal accompanying these Terms & Conditions;

Services means the services as described in the Proposal.

2. Commencing and completing the services

2.1 Commencing the services

(a) The Consultant agrees to commence the Services on the date as set out in the Proposal (the ‘Commencement Date’).

(b) The Consultant will provide the Services virtually or in person as agreed by the Parties.

(c) The Consultant will only provide the Client with a refund of the Fees if The Consultant becomes unable to continue to provide the Services (the ‘Refund’).

2.2 Delays

(a) The Consultant shall use all reasonable endeavours to provide all relevant Services and provide all Deliverables as specified in the Proposal (the ‘Deliverables’) by the date set out in the Proposal (the ‘Completion Date’), however the Completion Date is an estimate only and time shall not be of the essence for the provision of the Services.

(b) If the Consultant foresees being unable to complete the Services by the Completion Date, the Consultant will inform the Client at least 7 days prior to the Completion Date.

(c) The Consultant is not liable for any delays or costs resulting from the actions of the Client or third parties upon which the Services are reliant on.

(d) The Consultant shall not be liable for delays due to unforeseeable circumstances as set out at clause 9.

2.3 Variations to the Services

(a) If the Consultant is required to vary the description of the Services, the Consultant will liaise with the Client as to the variations.

(b) The Client agrees that any variations may result in additional costs being incurred and added to the final invoice and will be discussed and approved by the Client prior to the completion of the work.

3. Consultant Obligations

(a) Prior to the Commencement Date, the Consultant will request from the Client any necessary information, access, documents or data reasonably required by the Consultant to commence the Services (‘Client Content’). If no written notice is provided, it is implied all relevant information and materials have been supplied.

(b) Throughout the term of the business relationship, the Consultant agrees:

i. to perform the Services with due care and skill with knowledge of best industry practices and procedures necessary to undertake the Services;

ii. to comply with all applicable laws, regulations and standards in performing Services;

iii. to regularly update the Client or the Client’s nominated contact of progress with the Services; and

iv .to inform the Client of any changes in the Services or any potential issues, real or reasonably anticipated, with the Services.

4. Client obligations

(a) The Client agrees to provide all necessary Client Content in a timely manner to facilitate the execution of Services in accordance with any estimated progress stages and delivery dates.

(b) The Client agrees that the Consultant may charge additional delay fees if the provision of Client Content is delayed.

i. is owned by the Client and the Client is authorised to provide it, or is material and information already in the public domain;

ii. does not infringe the rights (including Intellectual Property Rights) of any third party;

iii. contains information that is not misleading or deceptive or likely to mislead or deceive;

iv.is accurate;

v. is lawful and does not contain any material that is abusive, defamatory, harmful, hateful or encourages conduct which could constitute an offence, criminal or civil under applicable State or Federal Legislation.

(d) The Client indemnifies the Consultant against all damages, losses and expenses suffered or incurred by the Consultant as a result of the Client’s Content being in contravention of any state or federal Legislation or any action where such Client Content infringes any intellectual property rights (including copyright), privacy or confidentiality rights of any third party.

(e) The Client agrees to collaborate and cooperate with the Consultant and comply with the reasonable requests of the Consultant. If the Consultant, at its sole discretion, forms the view that the Client is no longer able to collaborate or cooperate to the extent required for the provision of the Services, it reserves the right to terminate the Services as per clause 8.2.

5.Fees and Invoicing

5.1 Fees

(a) The Consultant will charge the Fees as set out in the Proposal (the ‘Fees’) in accordance with the Payment Schedule contained in the Contract Agreement (‘Payment Schedule’).

(b) The Fees payable to the Consultant to perform the Services may be adjusted from time to time as agreed by the Parties in writing (including email).

(c) The Client will reimburse the Consultant the amount of all expenses reasonably and properly incurred in the performance of duties required in the Agreement. This includes travel expenses and accommodation expenses if the Consultant is required to travel, and this will be quoted to The Client in advance.

(d) Unless otherwise stated, all amounts are listed in Australian Dollars (AUD) and are GST exclusive, being goods and services tax as defined in A New Tax System (Goods and Services Tax) Act 1999.

5.2. Time and Method for Payment

(a) The Client agrees to make Payment of the Fees in accordance with the Payment Schedule and upon receipt of Invoices issued by the Consultant, and in accordance with the due date on each Invoice. The Client agrees to make Payment of the Fees by the method prescribed in each Invoice.

(b) In the event that any payment under this Agreement is not made in full by the due date, the Consultant is entitled to charge the Client interest at the rate of 5% per annum, calculated daily.

(c) The Client agrees that if the Client defaults on any payments due and payable under this Agreement, any costs incurred by the Consultant for steps taken to enforce payment terms will be recoverable and payable by the Client.

6. Intellectual Property Rights

(a) The Client recognises and acknowledges that all Consultant Intellectual Property is the property of the Consultant, including tools, processes and systems used by the Consultant in the provision of the Services, and the Client will take all steps as practicable to ensure that such Intellectual Property will vest in and remain vested in the Consultant

(b) The Consultant warrants that it transfers to the Client Intellectual Property rights in the Deliverables once all Services have been completed. Until all Fees have been paid, the Consultant retains all Intellectual Property Rights.

(c) The Client hereby indemnifies and agrees to keep indemnified the Consultant against all liability, losses or expenses incurred by the Client in relation to or in any way directly or indirectly connected with any breach of intellectual property rights by the Client or the Client’s agents.

7. Termination of this Agreement

7.1 For the consultant

(a) The Consultant may terminate this Agreement for any breach of this Agreement by the Client, by providing 7 days written notice to the Client by email.

(b) If the Consultant terminates this Agreement the Client will pay the Consultant for the portion of any Services completed up to the date and time of termination.

(c) The Consultant may terminate this Agreement for any reason, by providing the Client with not less than 30 days written notice.

7.2 For The Client

(a) The Client may terminate this Agreement for any reason, by providing the Consultant 30 days’ written notice by email of an intention to terminate the Services.

(b) If the Client provides notice of its intention to terminate the Services, the Client will be required to pay for all Services performed, and expenses incurred, up to and including the termination date.

8. Force Majeure

(a) If circumstances beyond the Consultant’s control prevent or hinder its provision of the Services, the Consultant is free from any obligation to provide the Services while those circumstances continue. The Consultant may elect to terminate this Agreement as per clause 8.1, or keep this Agreement remaining current until such circumstances have ceased.

(b) Circumstances beyond the Consultant’s control include, but are not limited to, shortage of labour, pandemics, strikes, lockouts, riots, natural disasters, fire, war, acts of God, Government orders, failures or malfunctions of computers or other information technology systems.

(c) For the sake of clarity, if in the Consultant’s reasonable opinion, the provision of the Services will be affected by covid-19 or other strain of coronavirus, the Consultant may suspend the provision of the Services in part or in whole or terminate this Agreement. Additionally, the Consultant will not be liable for any losses or damage due to any circumstances surrounding covid-19. If the Consultant chooses to terminate this Agreement in accordance with this clause, clause 8.1 will apply.

(d) If the Parties have initially agreed that the Services are to be provided in person, and at the Consultant’s sole discretion, the Consultant forms the opinion that it is unable to provide the Services in person due to the covid-19 pandemic, the Services will be provided virtually.

9. Warranty Period for the services

(a) The Consultant will use its best efforts and take all reasonable steps to assist the Client achieve its desired results. However, the Consultant makes no warranty that the Services will meet the Client’s requirements.

(b) The Services do come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the Services, the Client is entitled to cancel this Agreement with the Consultant and is entitled to a refund for the unused portion, or to compensation for its reduced value.

(c) The Client understands and agrees that the Consultant does not in any way, directly or indirectly, guarantee or provide warranties or undertakings, as to the success or outcome of any information or Services it provides.

10. Liability and Waivers

10.1 Liability

(a) The Consultant’s total liability arising out of or in connection with the Services or this Agreement, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the Consultant’s resupply of the Services to The Client.

(b) The Client expressly understands and agrees that the Consultant, its affiliates, employees, agents, contributors and licensors shall not be liable to the Client for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by the Client, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

10.2 Waiver

(a) A waiver of any right, power or remedy under this Agreement must be in writing and signed by the party granting it. A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

(b) The fact that a party fails to do, or delays in doing, something the party is entitled to do under this Agreement does not amount to a waiver.

11. General Matters

11.1 Communication between parties

(a) The Parties agree to communicate via email and telephone.

12. Disclosure and use of confidential information

(a) All obligations of confidence set out in this Agreement continue in full force and effect after the Completion Date.

(b) The Parties must not disclose any Confidential Information to any third party, including any customer, client and/or agent, employee or servant, without the other party’s prior consent.

(d) This Agreement prohibits the disclosure of Confidential Information by either party with exception to the following circumstances:

i. the disclosure is to a professional adviser for it to provide advice in relation to matters arising under or in connection with this Agreement and the other party has consented to the disclosure of such information to the professional adviser;

ii.the disclosure is required by applicable law or regulation; or

iii. if the confidential information is already in the public domain at no fault of the relevant party.

13. Privacy

(a) The Consultant will not use or disclose any personal information for a purpose other than discharging its obligations under this Agreement. The Consultant further agrees to comply at all times with the Australian Privacy Principles contained in schedule 1 to the Privacy Act 1988 (Cth) (or an applicable privacy code approved by the Commissioner pursuant to that Act) in the same way and to the same extent as the Client would have been required to comply had it been directly responsible for performing the act or practice concerned. The Consultant will take all necessary steps to protect personal information in its possession against misuse or loss and it will return all such information to the Client (or if requested by the Client, destroy or de-identify such information) upon termination or expiry of this Agreement. This clause will survive the termination or expiry of this Agreement.

(b) The Client warrants that the disclosure of personal information to the Consultant for the purposes of providing the Services under this Agreement, and the collection of such information by the Consultant, will not contravene the Australian Privacy Principles.

(c) For the purpose of this clause, personal information means information or an opinion about an individual as defined in schedule 6 of the Privacy Act 1988 (Cth) which is collected, used, disclosed, stored or handled by a party for the purposes of this Agreement.

14. Dispute Resolution + Mediation

(a) If a dispute arises out of or relates to the terms of this Agreement, either party may not commence any legal proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

(b) A party to this Agreement claiming a dispute (the ‘Dispute’) has arisen under the terms of this Agreement, must give written notice to the other party detailing the nature of the Dispute, the desired outcome and the action required to settle the Dispute (the ‘Notice’).

(c) On receipt of the Notice by the other party, the Parties to this Agreement (the ‘Parties’) must within 7 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree.

(d) If for any reason whatsoever, 21 days after the date of the Notice, the Dispute has not been resolved the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by Independent third party as agreed or his or her nominee and attend a mediation.

(e) It is agreed that mediation will be held in Victoria, Australia or virtually.

(f) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing, undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation.

(g) All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the fullest extent possible, must be treated as “without prejudice” negotiations.

(h) If 30 days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either party may ask the mediator to terminate the mediation and the mediator must do so.

(i) In the event that the Dispute is not resolved at the conclusion of the mediation, either party may institute legal proceedings concerning the subject matter of the Dispute thereafter.

15. No partnership or agency

Nothing contained or implied in this Agreement will create or constitute, or be deemed to create or constitute, a partnership between the Parties. A party must not act, represent or hold itself out as having authority to act as the agent of or in any way bind or commit the other Parties to any obligation.

16. Governing Law + Jurisdiction

(a) This Agreement is governed by the laws of Victoria, Australia.

(b) In the event of any dispute arising out of or in relation to the Services, the Consultant agrees that the exclusive venue for resolving any dispute shall be in the courts of Australia, situated in Victoria, Australia.

17. Severance

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction.

18. Assignment

The Client does not agree to allow the Consultant to delegate, assign, novate and/or subcontract any obligations pursuant to this Agreement to any person without the Client’s consent.

19. Entire Agreement and modifications

(a) Both the Client and the Consultant confirm and acknowledge that:

i. This Agreement and the accompanying Proposal shall constitute the entire agreement between the Client and the Consultant and shall supersede and override all previous communications, either oral or written, between the Parties;

ii.No agreement or understanding varying or extending this Agreement shall be binding upon any party unless arising out of the specific provisions of this Agreement; and

iii. If for whatever reason there is inconsistency between this Agreement and any other agreement, this Agreement shall prevail.