Terms and Conditions

These terms and conditions apply to all consultancy services (Services) that PRO DOCS PROPERTY SERVICES PTY LTD (ACN 169 226 939) (ProDocs) performs or provides to its clients.

Introduction

These standard terms and conditions are provided herein as a general guide. Specific terms relating to any engagement with ProDocs must be sought on an individual basis and provided as part of our quoting process.

Services

ProDocs is primarily a provider of marketing services including but not limited to research, copy writing and graphic design services.

Duties

ProDocs will:

(a)    exercise reasonable skill and care in performing the Services and will comply with any codes of practice and other standards applicable by law
(b)    use all reasonable efforts to inform itself of your requirements, and
(c)    consult with you throughout performance of the Services.

The Client must:

(a)    give ProDocs adequate directions and instructions to define its requirements
(b)    make available to ProDocs all information, documents and other particulars The Client holds or has access to relating to the requirements for performing the Services or that ProDocs otherwise reasonably requests
(c)    ensure that all information, documents and other particulars The Client gives ProDocs relating to the Services are accurate and complete, and
(d)    advise ProDocs of the name of the person The Client appoints as their representative to act on their behalf for all purposes in connection with ProDocs’ provision of the Services.

Changes to scope of Services

Any material alteration, addition to or deletion from the Services will be as The Client and ProDocs agree in writing.

If the Services are altered, ProDocs is entitled to claim payment for any altered services and The Client will pay ProDocs in accordance with ProDocs’ normal rates.

Services solely for The Client’s benefit

Any Services are provided solely for The Client’s benefit and use unless specified otherwise in the Mandate. Except as required by law, The Client must not provide any documents in respect of the Services to any third party without the prior written consent of ProDocs. ProDocs accepts no liability or responsibility to any third party in respect of its Services.

Records and documents

Neither the whole or any part of any documents ProDocs produces or any reference to same may be included in any published document, circular or statement without the prior written consent of ProDocs, including as to the form and context in which it may appear.

Subject to any laws to the contrary, it is ProDocs’ practice to destroy documents and records belonging to ProDocs after they are more than 10 years old. You consent to ProDocs destroying any documents that belong to you which become filed amongst ProDocs own papers.

Fees and expenses

ProDocs’ fees for the Services will be charged on the basis set out in a quote provided prior to engagement, or as ProDocs and The Client otherwise agree in writing. GST at the prevailing rate will be added and forms part of ProDocs’ fees.

Unless ProDocs otherwise agrees in writing, fifty per centum of the total fees must be paid on acceptance of the quote and fifty per centum upon completion, and are payable in accordance with ProDocs’ tax invoices.

If The Clients fails to pay an amount to ProDocs on the date it is due, ProDocs may charge interest on the outstanding amount at 12% per annum from the date on which the amount became due and payable until payment is made, and is payable on the date payment of the amount is made. The Client must reimburse ProDocs all costs (including legal costs on a solicitor-client basis) ProDocs incurs in recovering overdue amounts.

Confidentiality and intellectual property rights

Each party must keep confidential any confidential or proprietary information that one party provides to the other, except:
(a)    where the party who gives the information consents to disclosure
(b)    as may be required to be disclosed by law or to  defend itself against a suit or action, or
(c)    where information is already publicly known.

ProDocs acknowledges and agrees that it does not accrue any ownership or interest in The Client’s Intellectual Property.

ProDocs owns all Intellectual Property and any goodwill arising from or in connection with the Services during the Term together with any improvements or modifications to The Client’s Intellectual Property.

ProDocs agrees to grant The Client an exclusive license to use the Intellectual Property arising from or in connection with the Services during the Term.

Sub-contractors

ProDocs may engage sub-contractors to perform all or any part of the Services, however ProDocs remains liable to The Client for any of the Services that are provided by ProDocs’ sub-contractors.

Termination

Either party may terminate ProDocs’ appointment to provide the Services, for any reason, on 30 days written notice to the other party. Termination will be without prejudice to either party’s accrued rights and obligations incurred prior to the date that termination becomes effective.

Liability

ProDocs liability is limited by a scheme approved under Professional Standards Legislation. ProDocs will not be liable for loss of business, revenue, contracts, savings or consequential losses.

Governing law

These terms and conditions governed by the law in force in the Australian state or territory in which ProDocs performs the Services and the parties submit to the non-exclusive jurisdiction of the courts of or exercising jurisdiction in that state or territory.

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