DRAFT MASTER SERVICES AGREEMENT

DETAILS SCHEDULE (To be completed during client onboarding).

Agreement Date
This Agreement is dated [Insert]
Term  
Start date: [Insert]

End date: Twelve months immediately following the ‘start date’.
Service Provider
Entity name: Executive Agents Pty Ltd

ACN: 621 146 049

Address (physical): [Insert]

Key contact: [Insert]

Phone number: 03 8488 9955

Email address: info@executiveagents.com.au
Client
Name: [Insert]

Address (physical): [Insert]

Phone number: [Insert]

Email address: [Insert]
Service Fees
The Client will pay the Service Provider the fees prior to the provision of the services set out in Annexure 1.

All fees stated in the Agreement are inclusive of GST, and any other applicable taxes.
Payment Details
Payment will be made by the Client to the Service Provider prior to the provision of the services covered by this agreement.

Payment can be made via credit card, Apple Pay, Android Pay, POLi, Afterpay and debit card.

Payment via invoice may be offered at the Service Provider’s discretion. Payment is due within one day of receiving an approved invoice. Payment should be made to the bank details provided on the invoice.
Jurisdiction
State of Victoria, Australia

 

THIS MASTER SERVICES AGREEMENT IS

BETWEEN       Service Provider (refer to the Details Schedule)

AND                 Client (refer to the Details Schedule)

 

  1. Appointment
    • The Client appoints the Service Provider as an independent contractor to provide the Services set out in Annexure 1 – Statement of Works, for the Term in accordance with the terms of this Agreement.
  1. Term
    • The Term of this Agreement is set out in the Details Schedule and will apply to this Agreement, unless terminated earlier in accordance with the Termination clauses set out in this Agreement.
  1. Services
    • The Service Provider will provide the Client with the Services as set out in Annexure 1 – Statement of Works.
    • The Services listed in Annexure 1 – Statement of Works, are suggested services only. It is the responsibility of the Client to confirm (in writing) the services that they wish to engage in.
    • This Agreement does not require the provision of every activity listed to be set out in the Services, however, reasonably endeavours to define the scope.
    • The Service Provider will have discretion to reasonably decide which services are appropriate to the Client’s objectives under this Agreement and which Services will be provided to the Client.
    • In deciding which Services will be provided to the Client, the Service Provider must take into account any directions made by the Client to the Service Provider.
    • The Service Provider will not be liable for failure to provide all the Services. The Service Provider will not be liable for any loss or damage (including indirect and consequential loss or damage) arising in connection to a failure to provide all the Services listed in the Scope of Work set out in Annexure 1 – Statement of Works.
    • Under this Agreement, the Service Provider is not responsible for and expressly does not provide any of the following:
      • From delivery of any Services the Client is solely responsible for back-ups of any Service Provider Materials or Client Data. The Service Provider has no obligation to back-up or retain a copy of any Service Provider Materials or Client Data.
      • The Service Provider will take reasonable steps to deliver the Services within a timely manner but does not undertake to meet any fixed deadline for delivery unless expressly stated otherwise.
      • Any updates or modifications are not included in the scope of Services.
      • The Service Provider cannot guarantee that any Services provided by the Service Provider will produce the Client’s desired results as there are many variable factors out of the control of the Service Provider that impact the Services.
    • Although the Service Provider will use its best endeavours to facilitate the Services for the Client’s desired purpose, the Service Provider will not guarantee that the Services are fit for purpose.
    • The Client must conduct appropriate due diligence to ensure that the Services are appropriate for their desired goal.
    • The Client bears complete responsibility in determining the suitability of the Services for its particular needs, requirements and the desired result to be obtained.
  1. Delays
    • The Service Provider will use reasonable endeavours to deliver the Services set out in Annexure 1 – Statement of Works, in a timely manner, however, the Client agrees that the Service Provider will not be liable for any delays as the Client acknowledges that delays are often outside the control of the Service Provider.
  1. Fees and expenses
    • In consideration for the Services, the Client will pay Service Fees to the Service Provider as set out in the Details Schedule and at the amount outlined in Annexure 1 – Statement of Works or as set out in Annexure 2 – Support Services Terms and Conditions.
    • The Client understands and acknowledges that the fees outlined in Annexure 1 – Statement of Works and Annexure 2 – Support Services Terms and Conditions are estimates and although the Service Provider endeavours to provide accurate fee amounts, there may be additional factors encountered that alter the fees under this Agreement.
    • If during the provision of the Services, the Service Provider determines factors exist requiring additional fees for delivery of the Services, the Service Provider shall notify the Client of the additional fees and the Client may pay the incremental amount or discontinue the part of the Services necessitating higher fees and be refunded that part of the Services’ fees.
    • The Client is responsible for all costs in connection with the implementation of any strategies or Services suggested or provided by the Service Provider and will be directly liable to any third parties for those costs. All such services are external to this Agreement. No such services will be entered into as part of this Agreement and no such fees will be payable under the terms of this Agreement.
  1. Invoicing and payments
    • Invoicing of Service Fees will occur in accordance with the Invoicing Details set out in the Details Schedule.
    • Payment will be made by the Client to the Service Provider in accordance with the Payment Details set out in the Details Schedule.
    • If payment is not made in accordance with the Payment Details, the Service Provider has the right to claim interest from the Client at the rate of 15% per annum.
    • All Service Fees are inclusive of GST, and the applicable amount of GST has been added to the Service Fees in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
  1. Client obligations and rights
    • The Client agrees and warrants that:
      • the Client is entitled to use, and to authorise the Service Provider to use, any material represented as Client Materials in connection with the provision of Services and use by the Service Provider will not violate any third-party rights;
      • use by the Service Provider of the Client Materials will not violate any Applicable Laws or Social Media Terms;
      • the Client will provide the Service Provider with accurate, complete and current information pertaining to the Client’s career, professional, educational and life history as necessary for the provision of the Services;
      • the Client will not provide any Client Material that is illegal, defamatory, abusive, harassing, pornographic, indecent, obscene, hateful, racist, or otherwise objectionable;
      • the Client has sole responsibility for ensuring that Service Provider Materials complies with any specific laws or regulations applying to the Client’s business;
      • The Client is responsible to provide the Services Provider with requested items and Client Materials, necessary for the provision of the Services, promptly and as soon as practicable; and
      • The Client must use reasonable endeavours to facilitate prompt communication with the Service Provider and must not behave in such a manner that will cause unreasonable delay.
  1. Intellectual property and assignment
    • The Client acknowledges and agrees that:
      • any and all right, title and interest, including IP Rights, in any Service Provider Material vest in the Service Provider upon creation; and
      • the Service Provider owns and retains all IP Rights in all the Service Provider Materials and nothing in this Agreement grants the Client any IP Rights in the Service Provider Materials.
    • The Client grants the Service Provider a non-exclusive and revocable licence to use the Client’s Materials provided by the Client to the Service Provider during the Term and solely for the purpose of, and as necessary for, the Service Provider performing the Services in accordance with this Agreement.
    • The Service Provider acknowledges and agrees that:
      • the Client owns and retains all IP Rights in all Client Materials; and
      • nothing in this Agreement grants the Service Provider any IP Rights in any Client Materials.
    • The Service Provider grants the Client a non-exclusive and revocable licence to use the Service Provider Material solely for the purpose of, and as necessary for, the Client to benefit from the Services in accordance with this Agreement. Except as expressly permitted under this Agreement, the Client will not at any time create, copy, duplicate or use, or otherwise take any commercial advantage of Service Provider Material, nor assist any other party to do so, except as authorised under this Agreement.
    • The Intellectual Property rights of the Developed Material vests in the Client upon receipt of full payment for the Services provided under this Agreement.
    • The Client is only permitted to utilise Service Provider Material, inclusive of Service Provider Material incorporated into Developed Material in accordance with the Intended Purpose of this Agreement.
    • A party must not engage in any conduct which may challenge, damage or compromise the other party’s IP Rights in that other party’s materials (being the Service Provider Materials, Developed Material or Client Materials, as applicable).
  1. Third-Party Materials
    • The Client and the Service Provider acknowledge and agree that:
      • nothing in this Agreement is intended to affect, or affects, the ownership of IP Rights in Third-Party Materials, which will be subject to the terms and conditions applicable to them under agreements between the third party and the Client or the Service Provider, as the case may be; and
      • unless otherwise expressly authorised by the owner of the IP Rights in the Third-Party Materials:
        • the authorship of any Third-Party Materials will be acknowledged on any use of those materials; and
        • the integrity of the Third-Party Materials will be preserved.
      • The Client agrees to indemnify the Service Provider and any Indemnified Party against any claim, loss or damage (indirect and consequential loss and damage included) arising in connection with the breach of third-party IP Rights or loss and damage of Third-Party Materials.

 

  1. Client Data
    • Under this Agreement, the Client will provide and have stored on the Service Provider’s servers, Client Data. The Client acknowledges and agrees that Client Data may be stored on servers owned by third parties pursuant to arrangements entered into by the Service Provider.
    • The Service Provider shall use all reasonable endeavours to ensure that any Client Data is held in a secure environment. The Client acknowledges that no information which is available on the internet is completely secure and agrees that the Service Provider will not be liable for any claim, loss or damage (including indirect or consequential loss or damage) to any extent should such security measures be overcome or breached and the Client indemnifies the Service Provider in respect of any such claims.
    • The Client grants the Service Provider and the Service Provider reserves the right to use, test, or manipulate the Client Data.
    • In making use of Client Data, the Service Provider will preserve the confidentiality of the Client Data in accordance with its obligations in clause 13 and may amend or alter information to cause it to be unidentifiable.
  1. Privacy
    • If, as a result of this Agreement, a party is able to access any Personal Information about identifiable individuals, then that party:
      • must comply with the Privacy Act and all other applicable privacy laws and such other data protection laws as may be in force which regulate the collection, storage, use and disclosure of information; and
      • must comply with any privacy code or policy which has been adopted by the Client (if provided by the Client to the Service Provider).
    • The parties agree that where Personal Information is disclosed or transferred from one party to the other, it is the responsibility of the Disclosing Party to ensure that proper notification of collection is made to the individual involved in accordance with the Privacy Act and the Australian Privacy Principles (as defined in the Privacy Act).
  1. Confidentiality
    • Each party (“Receiving Party”) must keep confidential all Confidential Information given to that party by the other party (“Disclosing Party”), and must use the same degree of care to protect the Disclosing Party’s Confidential Information as used to protect its own Confidential Information of a similar nature but not less than reasonable care.
    • The Receiving Party must not disclose any Confidential Information of the Disclosing Party to any third party unless the Receiving Party has the express written consent of the Disclosing Party.
    • A party disclosing Confidential Information under clause 2 must use all reasonable endeavours to ensure that third parties receiving Confidential Information from the Disclosing Party do not disclose the information.
    • Confidential Information does not include information to the extent:
      • it is or becomes public without breach of this Agreement or otherwise through no fault of the Receiving Party;
      • the Receiving Party was lawfully and demonstrably in possession of the information prior to receiving it from the Disclosing Party; or
      • the Receiving Party can demonstrate the information was developed by the Receiving Party independently and without use of or reference to the Disclosing Party’s Confidential Information.
    • The Confidential Information of a party is the property of that party. Unless otherwise stated, the Receiving Party obtains no right, title, interest or licence in or to the Confidential Information of the Disclosing Party.

 

  1. Media release
    • The Client shall not, without the express written approval of the Service Provider, make any press release or other public announcements concerning the transactions contemplated by this Agreement or the Service Provider’s involvement with the Services (or allow any other party to make a similar announcement), except as and to the extent that the Client is obligated by law.
    • Where the Client is obligated by law to make any public statement as described in clause 1, the Client shall advise the Service Provider prior to issuing any such public statement and the parties shall use their best efforts to cause a mutually agreeable statement to be issued.
    • The Service Provider may not acknowledge that the Service Provider acted for the Client or publicise these details in any media outlet including, but not limited to, the Service Provider’s website, print materials and Social Media Site without the Client’s permission. The Client has deemed to have given permission if the Client makes or arranges to make the existence of the Services public including by publication by media or on Social Media or in any other public forum.
  1. Reviewing and feedback on material prepared
    • Immediately upon completion of each stage of the Development Phase set out in Annexure 1 – Statement of Works, the Service Provider will deliver, electronically, the Developed Material to the Client.
    • The Client will have 30 days from the delivery of the Developed Material to inspect, read and evaluate to determine whether the Developed Material satisfies the requirements of the Client.
    • If the Developed Material does not satisfy the client’s requirements, the Client will have 30 days to give the Service Provider written notice stating the reasons why the Developed Material is not acceptable. If the Client fails to provide this written notice within 30 days, the Client will be deemed to have accepted the Developed Material upon expiration of this period.
    • The Service Provider will have 30 days from the receipt of the required notice under clause 3 to correct the deficiencies.
    • The Client will then have 15 days to inspect, test and revaluate the Developed Material.
    • If the Developed Material still does not satisfy the Acceptance Criteria, the Client will have the option to either:
      • repeat the procedure set out from clause 2 to 15.5; or
      • terminate this Agreement pursuant to clause 22.
  1. Incorporation of other terms
    • The Service Provider reserves the right to request the Client to sign further applicable terms and conditions.
  1. Limitation of liability
    • To the maximum extent permitted by law:
      • the Service Provider’s liability for any breach, act or omission of the Service Provider or its personnel in the performance of this Agreement (whether based in contract, tort including negligence, common law, equity, statute or otherwise) is limited in aggregate to the total Service Fees paid by the Client to the Service Provider; and
      • the Service Provider is not responsible for any liability for indirect, economic, special or consequential loss or damage, including loss/damage for:
        • introduction of harmful code and/or viruses;
        • loss of data including but not limited to Client Data;
        • breach of privacy;
        • breach of security;
        • breach of third-party IP Rights;
        • loss of profits, revenue, time and/or goodwill; and
        • loss of anticipated savings, opportunity and/or production of the Client.
      • Clause 18 is also applicable to international contractors or agents as permitted under clause 25 of this Agreement.
      • In particular, the Service Provider shall have no responsibility or liability whatsoever as a consequence of any Client Data lost, destroyed or damaged by the Service Provider.
      • A party’s liability under this Agreement, including any indemnity, will be reduced to the extent that the other party caused or contributed to the relevant loss or liability.
      • The Service Provider does not warrant that the Developed Material will be free of defects, uninterrupted, accurate, complete, current, stable, bug free, error free or available at any time in respect of its operation.
      • Except as expressly provided by this Agreement, the Developed Material is provided on an “as is” basis without any representation, warranty or condition, whether express or implied, statutory, out of a course of dealing or usage, trade or otherwise including any implied warranty or condition of merchantability quality or fitness for any particular purpose or use.
  1. Indemnity
    • To the maximum of fees paid, the Client indemnifies the Service Provider (and each of its officers, employees, consultants and agents) (“Indemnified Parties”) and must keep the Indemnified Parties indemnified against all loss, damage (including indirect and consequential loss and damage), claims, liability, expenses, payment and/or outgoings incurred by or awarded against the Client arising directly or indirectly from:

(a)        non-performance of this Agreement;

(b)        any unlawful, wilful or negligent act or omission by the Client, their employees, officers, agents, consultants or contractors in connection with the provision of the Services under this Agreement;

(c)         a breach or default by the Client of its obligations (or any warranty) under this Agreement;

(d)        any infringement of the IP Rights of the Service Provider or any infringement of the Intellectual Property Rights of Third-Party Materials knowingly caused or contributed to by the Client

(e)        damage to personal property; or

(f)          injuries suffered by the Client or any person working within or in affiliation with the Client’s organisation in relation to the events carried out under this Agreement.

  1. No guarantees or warranties
    • To the maximum extent permitted by law, the Services are provided without guarantee, warranty or representation as to the accuracy, reliability or completeness of the Services.
    • In particular, the Service Provider does not guarantee, warrant or represent that the Services will achieve any specific results for the Client such as being invited to an employment interview, promoted internally or hired into new employment.
    • The Service Provider does not warrant that Service Provider Materials will be free of defects, accurate, complete, current, or error free.
    • The Service Provider does not purport to offer any medical, psychological, therapeutic, religious, or other professional advice to the Client. The Client agrees to seek the advice of counselling professionals (physicians, therapists, clergy, qualified business advisors, lawyers, financial accountants, etc.), as appropriate, regarding the evaluation of any specific information, opinions, advice, or other content offered by the Service Provider.
  1. Disputes
    • Either party may give a notice in writing to the other party stating the details of a dispute between the parties.
    • Representatives of the parties having authority to settle the dispute must meet within 7 days of receipt of the Notice of Dispute to attempt to resolve the dispute. If the representatives cannot do so, either party may commence court proceedings in respect of the issues outlined in the Notice of Dispute.
    • Nothing in this clause prevents a party from commencing proceedings to seek urgent interlocutory relief.
    • Despite the existence of a dispute, the parties must continue to perform their obligations under this Agreement.
  1. Termination
    • Upon failure by the Client to pay a Service Fee in accordance with the Invoicing Details and Payment Details in the Details Schedule, the Service Provider may terminate this Agreement upon giving 3 days prior written notice to the Client.
    • A party may terminate this Agreement upon written notice to the other party if any party:
      • commits a breach of this Agreement and fails to remedy such breach within 15 days after receiving written notice from the non-defaulting party identifying the breach and requiring it to be remedied;
      • being a company, becomes insolvent or is made subject to an application for winding up or resolves to wind up (other than for the purposes of a solvent reconstruction), or has a receiver (or similar functionary) or an administrator appointed in respect of any of its assets, or ceases to carry on business or enters into a composition or arrangement with its creditors generally; or
      • being an individual, commits an act of bankruptcy, has its property seized under any distress or execution, has a trustee in bankruptcy appointed in respect of any of its assets, makes any arrangement or composition with its creditors or fails to contest within two weeks of service any petition for bankruptcy.
    • Upon Termination of this Agreement, the Client is obliged to:
      • Pay Fees for any and all Services completed by the Service Provider up until the Termination Date;
      • immediately return or (if requested by the Service Provider) destroy the Service Provider’s Confidential Information within its possession or control and certify to the Service Provider that it has been destroyed.
  1. Restraints
    • The Client:
      • acknowledges the Client will have access to Confidential Information of the Service Provider and valuable relationships and business contacts of the Service Provider; and
      • agrees for the duration of the Term and for a period of 6 months after the end of the Term (“Restraint Period”), not to (or assist any third party to) approach, employ, engage, hire, solicit, divert, or entice away from the Service Provider any person introduced to the Client by the Service Provider; and
      • agrees that they must not, in any capacity, in the territory during the Restraint Period knowingly promote, participate in, operate or engage in (whether on its own account or in partnership or by joint-venture or in any other capacity) a business or operation similar to, or otherwise competitive with the Service Provider’s business.
    • The Client further acknowledges that the provisions in this clause 23 are fair, reasonable and adequate to protect the legitimate commercial interests of the Service Provider.
  1. Authority to purchase third party products and services
    • The Client authorises the Service Provider to act as its agent and bind the Client to agreements with third parties as mutually agreed.

 

 

  1. Right to sub-contract
    • In performing the Services, the Service Provider may appoint sub-contractors or agents to provide all or part of the Services to be performed under this Agreement.
    • Subject to 1, the Service Provider may engage sub-contractors or agents that are physically located domestically or internationally to perform the Services under this Agreement.
    • The Service Provider will use its best endeavours to ensure any sub-contractors or agents engaged for the purposes of this Agreement remain consist with the provisions of this Agreement, however, the provisions set out in clause 18 are applicable to the Services under this clause and limit the scope of the Service Provider’s liability and also includes, but is not limited to any loss of Client Data or privacy breach and the Client agrees to take this risk knowingly as the Client recognises the Service Provider can provide more affordable services by outsourcing part or all of the Services and the Client accepts this.
  1. Assignment
    • Neither party may assign or novate this Agreement or a right or obligation under this Agreement without the prior written consent of the other party.
  1. Variation
    • Any variation, amendment or modification of this Agreement will not be effective unless agreed between the parties in writing (including electronic communication).
  1. Severability
    • Any provision of this Agreement which is prohibited or unenforceable will be interpreted as narrowly as necessary to allow it to be valid or enforceable, and if such narrow interpretation is not sufficient to make the clause enforceable or valid, then the provision will be severed from this Agreement without invalidating the remaining provisions.
  1. Notices
    • Any notice, or other communication to be given by either party under this Agreement shall be deemed to have been duly given if it is in writing signed for and/or on behalf of the concerned party and delivered under acknowledgment due at the addresses indicated in this Agreement or as advised from time to time hereafter in writing by a party to the other.
    • All notice, other communication and written communication to be given to either party under this Agreement is inclusive of electronic communication where the date, time, sender and recipient can be established.
  1. Counterparts
    • This Agreement may be executed in any number of counterparts and by the parties on separate counterparts. Each counterpart constitutes the Agreement of each party who has executed and delivered that counterpart.
  1. Entire Agreement
    • This Agreement is the entire agreement between the parties about its subject matter and replaces all previous agreements, understandings, representations and warranties about that subject matter.
  1. Jurisdiction
    • This Agreement is to be governed by the Jurisdiction as defined in the Details Schedule, and the parties agree to the exclusive jurisdiction of the courts of the Jurisdiction.

 

  1. Force Majeure
    • If a Force Majeure Event occurs, the party affected (“Affected Party”) must give written notice to the other party of particulars of the Force Majeure Event and the extent to which the Affected Party is unable to carry out its obligations.
    • If the Affected Party provides the notice referred to above:
      • the obligations of the Affected Party (other than a payment obligation) will be suspended from the time the notice is received by the other party until the Affected Party is no longer prevented from or delayed in complying with those obligations by the Force Majeure Event;
      • the Affected Party must take reasonable steps to remove or mitigate the relevant Force Majeure Event;
      • if the Service Provider is the Affected Party, the Client will have the right to suspend all payments to the Service Provider during that time in respect of the obligations that are affected by the Force Majeure Event (except payments that are due and outstanding); and
      • the term of this Agreement will be extended for that period of time.
  1. General
    • Nothing in this Agreement is intended to constitute a fiduciary relationship or an employment, agency, partnership or trust, and no party has authority to bind any other party.
    • The Client must do such further acts and things and execute such further documents as may be necessary in the reasonable opinion of the Service Provider to give effect or better effect to the provisions of this Agreement.
  1. Time of the essence
    • Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
  1. Inurement
    • This Agreement will inure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
  1. Titles/Headings
    • Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
  1. Gender
    • Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  1. Australian Consumer Law
    • To the extent the Client located in Australia: The supply of the Services under this Agreement may be subject to the Australian Consumer Law, Schedule 2 of the Australian Competition and Consumer Act 2010 (Cth) (“Australian Consumer Law”). Where this is the case, the following statement applies in respect of any failure to comply with the consumer guarantees under the Australian Consumer Law. The Service Provider guarantees that the services supplied to the Client are rendered with due care and skill, are fit for the purpose that the Service Providers promotes, or that the Client has told the Service Provider that they are acquiring the services for, or for a result which the Client has told the Service Provider that they wish the services achieve, unless the Service Provider considers and discloses that this purpose is not achievable, and will be supplied within a reasonable time. To the extent we are unable to exclude liability, the Service Provider’s total liability for loss or damage the Client suffers or incurs from the Service Provider’s services is limited to the Service Provider re-supplying the services to the Client, or, at the Service Provider’s option, refunding to the Client the amount the Client has paid the Service Provider for the services to which the Client’s claim relates.
  1. Definitions
    • Unless the context requires otherwise, capitalised terms not defined in this clause have the meaning given to them in the Details Schedule.

Agreement means this agreement and any schedule, annexure, appendix, exhibit or attachment to this agreement.

Agreement Date means the date set out in the Agreement Date, and if no date is shown, the date the last party executes this Agreement.

Applicable Laws means all laws applicable to the Services and your business including, but not limited to the Privacy Act 1988 (Cth) and the Copyright Act 1968 (Cth).

Client means the client party to this Agreement whose details are set out in the Details Schedule

Client Data means data owned or supplied by the Client and stored on the Service Provider’s systems through the provision of Services under this Agreement.

Client Materials means any trademarks, images, content or other materials developed by the Client prior to the Agreement Date or independently of this Agreement and includes any Client Data.

Confidential Information includes the terms and conditions of this Agreement (but not its existence) and any information provided by a party to the other which is, or can be inferred to have been, provided in commercial confidence or of a confidential nature, whether or not expressly marked “Confidential”, including any information relating to the commercial activities, technologies, business processes, client, partner or supplier relationships, strategic information, know-how and any other information regarding the business of the disclosing party.

Details Schedule means the schedule included at the beginning of this document. The Details Schedule forms part of this Agreement.  

Developed Material means any Services, content or intellectual property developed by the Service Provider in performance of this Agreement, even if developed in conjunction with the Client, and provided by the Service Provider to the Client.

Disclosing Party means the party disclosing Confidential Information.

Force Majeure Event means a natural and unavoidable catastrophe that interrupts the expected court of events and restricts a party or both parties from fulfilling their obligations under this Agreement.

Indemnified Parties means the Service Provider and its officers, employees, consultants and agents.  

Invoicing Details means the invoicing details set out in the Details Schedule.

Intellectual Property Rights (‘IP Rights’) means any intellectual and industrial property rights or entitlements throughout the world including those in connection with any confidential information, copyright (including future copyright and rights in the nature of or analogous to copyright), moral rights, inventions (including patents), trade marks, service marks and designs, whether or not now existing and whether or not registered or registrable, as well as any right to apply for the registration, renewals and extensions of those rights, and any other Intellectual Property Rights as defined in Article 2 of the World Intellectual Property Organisation Convention of 1967.

Intended Purpose means the Client’s reason and objective this Agreement was created for and entered into as defined in Annexure 1 or implied by the traditional uses of the Developed Material required to fulfil the Services provided by the Service Provider to the Client.

Indemnified Party means any party that is expressly indemnified under this Agreement.

Jurisdiction means the jurisdiction defined in the Details Schedule.

Notice of Dispute a written notice setting out the details of a dispute between the parties.

Payment Details means the payment details out in the Details Schedule.

Personal Information has the meaning prescribed to it in the Privacy Act.

Predicted Service Delivery Date means the estimated date of the Development Phase as set out in Annexure 1 – Statement of Works.

Pre-Existing Materials means any materials which were developed or owned by a party before or independent of this Agreement, even if used or adapted in whole or in part during or as a result of the performance of the Services.

Privacy Act means the Privacy Act 1998 (Cth).

Receiving Party means the party receiving Confidential Information from the Disclosing Party.

Services means the development and augmentation services as set out in Annexure 1 – Statement of Works although these are suggested services and every listed service may not be provided to the Client as determined by the Service Provider. Services may also include additional services as agreed in writing between the Service Provider and the Client.

Service Fees means the fees payable to the Service Provider in consideration for the Services as set out in the Details Schedule or as otherwise agreed.

Service Provider means the service provider party to this Agreement whose details are set out in the Details Schedule.

Service Provider Materials means any Pre-Existing Materials, Service Provider Materials and any material, including any documents, presentations, leaflets, brochures provided by the Service Provider during, as a result of or in connection with the provision of the Services, but excludes Client Materials, Developed Material and Third Party Materials.

Social Media Site means any website, application, social network, platform, search service, messaging service or other third-party service which we may use from time to time, at our discretion, in connection with providing the Services. This may include but is not limited Facebook, Twitter, LinkedIn and Instagram.

Social Media Terms means the terms and conditions of any Social Media Site.

Specifications means the Service and other specifications as set out in Annexure 1 – Statement of Works.

Term means the term set out in the Details Schedule.

Termination Date means the official date which this Agreement is validly terminated in writing and received by the other party.

Third Party Materials means any content, including text or images, created by a party other than the Service Provider or the Client.

  1. Interpretation
    • Details to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulation issues under, the legislation;
    • Words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate and vice versa, details to documents or Agreements also mean those documents or Agreements as changed, novated or replaced, and words denoting one gender include all genders;
    • Grammatical forms of defined words or phrases have corresponding meanings;
    • Parties must perform their obligations on the dates and times fixed to the capital city of the Jurisdiction;
    • Details to an amount of money refers to the amount in the lawful currency of the Commonwealth of Australia;
    • If the day on or by which anything is to be done is a Saturday, a Sunday or a public holiday in the place in which it is to be done, then it must be done on the next business day;
    • Details to a party are intended to bind their executors, administrators and permitted transferees;
    • Obligations under this Agreement affecting more than one party bind them jointly and each of them severally; and
    • The terms and conditions herein replace any other terms and conditions of engagement that may have applied prior to the date of this Agreement



Annexure 1 – Statement of Works

These Statement of Works form part of this Agreement and govern the provisions of Services provided by the Service Provider for the Developed Material delivered to the Client under this Agreement.

The specific Scope of Work is dependent upon which package has been ordered by the Client on the executiveagents.com.au/packages eStore. All packages are of fixed scope. Substitution of package components is not permitted. Scope of each package is defined as follows:

Package Scope of work (“Services”)
Executive Resume Package One (1) 45 minute personal and professional executive branding consultation with two consultants from the Service Provider delivered via Zoom (or equivalent). One (1) executive branding report following consultation. A re-write of all CV elements, where beneficial for the Client, and drafting of new CV material, where applicable, bespoke graphic design, and ATS optimisation. CV/resume is delivered in both PDF and Word formats.
Executive Enhanced Package Three (3) one-hour career coaching sessions. One (1) 45 minute personal and professional executive branding consultation with two consultants from the Service Provider delivered via Zoom (or equivalent). One (1) executive branding report following consultation.  Re-write of all CV elements, where beneficial for the Client, and drafting of new CV material, where applicable, two (2) CV versions, bespoke graphic design, ATS optimisation, five (5) one-A4 page custom-written covering letter using 12pt Times New Roman font or equivalent for job advertisements as nominated by the Client. Documents are delivered in both PDF and Word formats. A re-write of the Client’s individual LinkedIn profile elements, where beneficial for the Client, and drafting of new profile material, where applicable. Implementation of material on profile, skill tagging, and customised profile wallpaper installation.
Executive Kickstarter Package One (1) 45 minute personal and professional executive branding consultation with two consultants from the Service Provider delivered via Zoom (or equivalent). One (1) executive branding report following consultation. A re-write of all CV elements, where beneficial for the Client, and drafting of new CV material, where applicable, two (2) CV versions, bespoke graphic design, ATS optimisation, five (5) one-A4 page custom-written covering letter using 12pt Times New Roman font or equivalent for job advertisements as nominated by the Client. Documents are delivered in both PDF and Word formats. A re-write of the Client’s individual LinkedIn profile elements, where beneficial for the Client, and drafting of new profile material, where applicable. Implementation of material on profile, skill tagging, and customised profile wallpaper installation.
Executive Success Package One (1) 45 minute personal and professional executive branding consultation with two consultants from the Service Provider delivered via Zoom (or equivalent). One (1) executive branding report following consultation. A re-write of all CV elements, where beneficial for the Client, and drafting of new CV material, where applicable, two (2) CV versions, bespoke graphic design, ATS optimisation, and one A4 page custom-written covering letter using 12pt Times New Roman font or equivalent for one job advertisement as nominated by the Client. Documents are delivered in both PDF and Word formats. A re-write of the Client’s individual LinkedIn profile elements, where beneficial for the Client, and drafting of new profile material, where applicable. Implementation of material on profile, skill tagging, and customised profile wallpaper installation.
Executive Resume + LinkedIn One (1) 45 minute personal and professional executive branding consultation with two consultants from the Service Provider delivered via Zoom (or equivalent). One (1) executive branding report following consultation. A re-write of all CV elements, where beneficial for the Client, and drafting of new CV material, where applicable, bespoke graphic design, and ATS optimisation. CV/resume is delivered in both PDF and Word formats. A re-write of the Client’s individual LinkedIn profile elements, where beneficial for the Client, and drafting of new profile material, where applicable. Implementation of material on profile, skill tagging, and customised profile wallpaper installation.
Executive Resume + Cover Letter One (1) 45 minute personal and professional executive branding consultation with two consultants from the Service Provider delivered via Zoom (or equivalent). One (1) executive branding report following consultation. A re-write of all CV elements, where beneficial for the Client, and drafting of new CV material, where applicable, bespoke graphic design, ATS optimisation, one A4 page custom-written covering letter using 12pt Times New Roman font or equivalent written for one job advertisement as nominated by the Client. Documents are delivered in both PDF and Word formats.
Executive Resume Double One (1) 45 minute personal and professional executive branding consultation with two consultants from the Service Provider delivered via Zoom (or equivalent). One (1) executive branding report following consultation. A re-write of all CV elements, where beneficial for the Client, and drafting of new CV material, where applicable, two CV versions, bespoke graphic design, and ATS optimisation. CV/resume is delivered in both PDF and Word formats.
Executive Resume Double + LinkedIn One (1) 45 minute personal and professional executive branding consultation with two consultants from the Service Provider delivered via Zoom (or equivalent). One (1) executive branding report following consultation. A re-write of all CV elements, where beneficial for the Client, and drafting of new CV material, where applicable, two CV versions, bespoke graphic design, and ATS optimisation. CV/resume is delivered in both PDF and Word formats. A re-write of the Client’s individual LinkedIn profile elements, where beneficial for the Client, and drafting of new profile material, where applicable. Implementation of material on profile, skill tagging, and customised profile wallpaper installation.
Executive Resume Double + Cover Letter One (1) 45 minute personal and professional executive branding consultation with two consultants from the Service Provider delivered via Zoom (or equivalent). One (1) executive branding report following consultation. A re-write of all CV elements, where beneficial for the Client, and drafting of new CV material, where applicable, two CV versions, bespoke graphic design, ATS optimisation, one A4 page custom-written covering letter using 12pt Times New Roman font or equivalent written for one job advertisement as nominated by the Client. Documents are delivered in both PDF and Word formats.
(N*)-Page Cover Letter and KSC Statement

*N being the number of pages ordered. 1, 2, 3, 4, 5, or 6.

 Professionally written bespoke covering letter for one job advertisement, as nominated by the Client, incorporating selection criteria responses, where required by the job advertiser, of up to N* A4 pages using 12pt Times New Roman font or equivalent.
LinkedIn Overhaul/Executive LinkedIn Overhaul A re-write of the Client’s individual LinkedIn profile elements, where beneficial for the Client, and drafting of new profile material, where applicable. Profile Settings reconfiguration, including tagging profile is “open to new opportunities”. Tagging appropriate affiliated company pages such as employers and charitable organisations. Population of position information include responsibilities and achievements from CV/Resume in position fields on LinkedIn, where space permits. Generation of custom LinkedIn profile URL, where appropriate. Tagging of skills, where space permits, and in alignment with experience described on CV/Resume. Customising background wallpaper. Aligning employment dates with CV/Resume Editing profile photo, where applicable. Writing of a new tag line, where appropriate. Writing of an introduction, which may match that of the CV/Resume introduction, where appropriate.
Professional Resume Package A re-write of all CV elements, where beneficial for the Client, and drafting of new CV material, where applicable, bespoke graphic design, and ATS optimisation. CV/resume is delivered in both PDF and Word formats.
Professional Resume + Cover Letter Package A re-write of all CV elements, where beneficial for the Client, and drafting of new CV material, where applicable, bespoke graphic design, ATS optimisation, one A4 page custom-written covering letter using 12pt Times New Roman font or equivalent written for one job advertisement as nominated by the Client. Documents are delivered in both PDF and Word formats.
Professional Resume + LinkedIn Package A re-write of all CV elements, where beneficial for the Client, and drafting of new CV material, where applicable, bespoke graphic design, and ATS optimisation. CV/resume is delivered in both PDF and Word formats. A re-write of the Client’s individual LinkedIn profile elements, where beneficial for the Client, and drafting of new profile material, where applicable. Implementation of material on profile, skill tagging, and customised profile wallpaper installation.
Professional Success Package A re-write of all CV elements, where beneficial for the Client, and drafting of new CV material, where applicable, bespoke graphic design, ATS optimisation, and one A4 page custom-written covering letter using 12pt Times New Roman font or equivalent for one job advertisement as nominated by the Client. Documents are delivered in both PDF and Word formats. A re-write of the Client’s individual LinkedIn profile elements, where beneficial for the Client, and drafting of new profile material, where applicable. Implementation of material on profile, skill tagging, and customised profile wallpaper installation.

Augmentation services or additional services

 
a)     Revisions to CV/resume due to new material/information being supplied by the Client after the preparation and delivery of the initial Developed Material to the Client will be subjected to a $117 fee.

b)     Covering letters, where offered: Each letter is up to one page in length. Each additional page will incur a fee of $117 per page.

c)     All CV/Resumes and covering letters delivered in Microsoft Word format. Other formats may incur extra cost.

d)     Custom logos for CV/Resumes: $75 per logo.

e)     Additional CV/Resume graphic design layout designs: $75 per design.

f)      Additional CV/Resume wording revisions, beyond those included: $130 per revision.

g)     CV/Resumes exceeding six (6) pages in length incur extra charge of $100 per A4 page.

h)     Additional LinkedIn Overhauls for existing resume/CV clients will attract a $117 fee.

i)     Additional consultation sessions either by phone, video call or in person will attract a $150 fee           per hour or part thereof.

Timeline

 
a)     Contingent upon the Client fulfilling their obligations as per section 7.1 above, developed material will be delivered within five (5) business days of time Client obligations as per section 7.1 above are fulfilled in full.

b)     Business days are 9am-5pm, Monday to Friday, excluding gazetted public holidays, in the State of Victoria, Australia.