These are the standard terms and conditions under which Cannabis Consulting Australia Pty Ltd (“CCA”) carries out work. In this document, “The Client” means the organisation for whom the work is carried out by CCA. “The Work” means (a) Consulting Services and (b) Other Services, except as otherwise specified. “Consulting Services” means the advice produced by CCA for The Client under this agreement as detailed in CCA’s proposal, but excluding any material or advice produced in the performance of the Other Services. “Other Services” means the particular services subcontracted to a third party (“the Subcontractor”) by CCA as detailed in a Statement of Work prepared for The Client by CCA. “Confidential Information” means any proprietary information or material which by its nature or by the circumstances of its disclosure, is or could reasonably be expected to be regarded as confidential. Confidential Information does not include information or material which (a) is or becomes generally available to the public (other than by a breach of an obligation in this paragraph), (b) is disclosed to a party by a third party without restriction by a third party and without any breach of confidentiality by the third party, or (c) is individually developed by a party.
These standard terms and conditions form part of any agreement between CCA and The Client, unless CCA sends a document to The Client stating otherwise.
1. Governing Law: This agreement is governed by the laws of New South Wales, Australia.
2. Confidentiality: Each party will hold the Confidential Information of the other party disclosed to or made otherwise available to it in commercial confidence. Each party may disclose the other party’s Confidential Information when required to do so by law or any regulatory authority. CCA is permitted to provide The Client’s Confidential Information to the Subcontractor for the purposes of performance of the Other Services. CCA will use all reasonable efforts to ensure that the Subcontractor holds the Confidential Information in commercial confidence in accordance with these terms and conditions. If a party asks for it, the other party will give all of the Confidential Information of the other party back to that party when The Work is completed.
3. Copyright: CCA owns all rights in The Work, except for parts of The Work that incorporate material developed by The Client or others. CCA grants The Client a non-exclusive license to use all parts of The Work whose rights are owned by CCA for The Client’s internal business purposes.
4. Warranties: The Client warrants that none of the material it will send to CCA for inclusion in The Work violates the intellectual property rights of anyone else. The Client will defend CCA against any claim that part of The Work based on material supplied by The Client infringes a patent, copyright, trade mark or trade secret or any other intellectual property rights of any third party and The Client will pay the resulting costs, damages and legal fees.
5. Employees: The Client agrees not to employ any CCA employee for a period of one year after the completion of the Documentation Services. CCA agrees not to approach any employee of The Client with an offer of employment during the same period.
6. Excusable Delay: In the event of an act of God or any other circumstance beyond the control of the parties making it impossible for either party to complete their obligations under this agreement, the other party will not have the right to any remedy for non-completion of those obligations.
7. Subcontract: The Client agrees that CCA may subcontract Other Services to a Subcontractor.
8. Indemnity: CCA will try to ensure the correctness, completeness and utility of The Work, but the final responsibility for correctness, completeness and utility of The Work rests with The Client. For this reason, The Client agrees to defend CCA against any claim that the Consulting Services damaged The Client or any other party. The Client will pay resulting costs, damages and legal fees. CCA will try to ensure the Other Services are performed with due care and skill but otherwise accepts no responsibility or liability for the Other Services other than as set out in this Agreement. In carrying out the Consulting Services, to the extent permitted by law, CCA’s liability, whether arising in contract, tort, negligence, equity, statute or otherwise, is limited to CCA reperforming and correcting the Consulting Services. If Other Services are required to be reperformed, CCA will use its reasonable commercial efforts, as determined in its absolute discretion, to procure the Subcontractor to reperform the Other Services. In any event, to the extent permitted by law, CCA’s liability, whether arising in contract, tort, negligence, equity, statute or otherwise, in relation to the Other Services is limited to the amount recoverable by CCA from the Subcontractor. Furthermore, The Client releases CCA from any liability to compensate The Client for damages and legal costs awarded against The Client in connection with The Work. The Client also agrees to indemnify CCA against any action by any party arising out of The Client’s use of The Work.
9. Client supplied material and equipment: CCA will take reasonable care in the use and storage of client supplied material and equipment, but does not accept responsibility for any loss or damage to it.
11. Billing: CCA will invoice The Client for the services rendered in accordance with the defined milestones, unless otherwise specified in writing by CCA. The Client will pay each invoice received from CCA within fourteen days of the date at the top of that invoice. Where GST is chargeable, it will be added to the amounts invoiced, and The Client will pay that GST.
12. Not legal practitioners: CCA and its officers, employees and contractors are not qualified to give legal advice nor are they able to be admitted as legal practitioners nor are they able to provide advice or legal services as solicitors, solicitor corporations, barristers or solicitors as defined in the Legal Profession Act 1987 (as amended) and do not in any way hold themselves out as being able to so do. The Consulting Services may include recommendations for the specific purpose of the institution of a program and procedure in your organisation for compliance with various legislation. The Consulting Services should not, and cannot be taken to be legal advice or the advice of lawyers in connection with interpretation of the legislation nor are they provision of legal advice in respect of same legislation and they are not in substitution for legal advice that you may need or which may become necessary as a result of matters arising from or in connection with your legal obligations under any legislation. The purpose of the Consulting Services is to provide you with compliance advice in respect of the said legislation. Should you be seeking specific legal advice or need to seek such advice now or in the future in respect of interpretation of the provisions of legislation, or in respect of determination enforcement proceedings or legal proceedings in respect of any matters arising under any legislation then you should consult with your legal advisers.
13. Termination: If a party breaches these standard terms and conditions and the breach is not remedied within 30 days of receipt of a written notice requesting it to do so, the other party may terminate these standard terms and conditions immediately (or from such later date as it may nominate). A party may terminate immediately (or from such later date as it may nominate) these standard terms and conditions by written notice if the other party is deemed to be insolvent, ceases to carry on business or has a receiver, administrator, administrative receiver or liquidator appointed. If these standard terms and conditions are terminated, The Client will pay CCA for all services already provided up to the completion of the most recent defined milestone, and for a proportion of any other work performed subject to negotiation between the parties.
14. Assignment: The Client must not assign, create an interest in or deal in any other way with any of its rights under these standard terms and conditions, without the prior written consent of CCA.
15. Entire Agreement: These standard terms and conditions are the entire agreement between The Client and CCA and supersede any prior arrangements and understandings.