From here onwards in the T&Cs below, [Client.Company] refers to you / your business

Each Party and together the Parties.
  1. Recitals

1.1 [Client.Company] wishes to appoint Tania Gomez Consulting to provide consultancy services relating to the National Disability Insurance Scheme compliance and related matters.

1.2 Tania Gomez Consulting has agreed to enter into this Agreement and to provide to [Client.Company] the dedicated contractors, as are required, to properly carry out the services offered to [Client.Company], in accordance with the terms and conditions of this Agreement.

1.3 [Client.Company] acknowledges there is a minimum twelve (12) month commitment period to the Virtual Quality Manager Service    

  1. Definitions

2.1 The following definitions apply unless the context requires otherwise.

(a)”Agreement” means this agreement.

(b)”Australian Consumer Law” means Schedule 2 to the Competition and Consumer Act 2010 (Cth).

(c)“Code of Conduct” means the PROVIDERplus Quality Manager Pty Ltd code of conduct made available to [Client.Company], as amended from time to time.

(d)”Commencement Date” is the date the last party signs this Agreement.”Confidential Information” includes information which: (i) is disclosed to the Recipient Party in connection with this Agreement at any time; (ii) is prepared or produced under or in connection with this Agreement at any time; (iii) relates to the Disclosing party’s business, assets or affairs; or relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement, whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Recipient Party receives that information.

(e)“Consequential Loss” means any loss or damage suffered by a party or any other person which is indirect or consequential, including but not limited to real or anticipated loss of revenue, loss of income, loss of business, loss of profits, loss of goodwill or credit, loss of opportunity, loss of goodwill, loss of business reputation, loss of savings, loss or corruption of data or data use, future reputation or publicity, loss of use, loss of interest, damage to credit rating or loss or denial of opportunity whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

(f)”Consumer Guarantee” means any right or statutory guarantee under Division 1 of Part 3-2 of the Australian Consumer Law.

(g) “Deliverables” means the items to be delivered by Tania Gomez Consulting to [Client.Company] as specified in the relevant Service Details.

(h)“Developed IP” means all Intellectual Property Rights in and to materials developed by Tania Gomez Consulting Ltd or [Client.Company] under, or in connection with, the Services and/or this Agreement.

(i)”Force Majeure Event” means any act of God, fire, earthquake, flood, epidemic, explosion, accident, war, blockade, embargo, act of public enemy, act of terrorism, civil disturbance, industrial dispute, strike, lockout, enactment of law, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic, governmental restraint or any other event not reasonably within the control of Tania Gomez Consulting.

(j)“Intellectual Property” means any domain names, know-how, inventions, processes, patents, copyright (including moral rights), designs, registered and unregistered trade marks, trade secrets, Confidential Information or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

(k)”Intellectual Property Rights” means for the duration of the rights and includes all rights throughout the world, any industrial or intellectual property rights, whether registrable or not including all other Intellectual Property and any right to register those rights, whether created before or after the date of this Agreement and in all cases for the duration of those rights and any renewal.

(l)“Goods and Services Tax (GST)” means:

(i) the same as ‘GST Law’ in A New Tax System (Goods and Services Tax) Act 1999 (Cth). 

(ii) any other GST, or any tax, applying to this Agreement in a similar way; and 

(iii) any additional tax, penalty tax, fine, interest or other charge under a law of such tax. 

(m) “GST Law” means the same as ‘GST Law’ in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(n) “Liability” means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgement (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to this Agreement or otherwise.

(o) “Minimum Period” is as defined in clause 13.4. 

(p) “NDIA” means the National Disability Insurance Agency.

(q) “NDIS” or “National Disability Insurance Scheme” means the National Disability Insurance Scheme, administered by the NDIA. 

(r) “Restraint Period” means any period within which the Services are being provided and the following periods after the date of completion of all Services under this Agreement: 

(i) two (2) years or (if that duration is deemed unreasonable); 

(ii) one (1) year or (if that duration is deemed unreasonable); 

(iii) six (6) months or (if that duration is deemed unreasonable; 

(iv) three (3) months

(s) “Related Body Corporate” has the same meaning as in Section 50 of the Corporations Act 2001.

(t) “Scheduled Delivery Service Timing” set out in the Service Details means the date and time agreed by [Client.Company] and Tania Gomez Consulting for the provision of the Services by Tania Gomez Consulting.

(u) “Service Details” means the proposal and details attached to the front of this Agreement. 

(v) “Service Fee” means the total amount specified in the Service Details and any additional amounts agreed between the parties.

(w) “Services” means the services set out in the Services Details in respect of NDIS consultation services provided by Tania Gomez Consulting to [Client.Company], and the delivery by Tania Gomez Consulting to [Client.Company] of the Deliverables, or as otherwise requested by [Client.Company] and accepted by Tania Gomez Consulting in writing.

2.2     In this Agreement, unless the context otherwise indicates:

(a) headings are for convenience only and do not affect the interpretation of this Agreement

(b) reference to the singular includes the plural and vice versa‌

(c) reference to any gender includes the other genders‌

(d) reference to a person includes a corporation and vice versa‌

(e) reference to a party includes that party’s executors, administrators, successors and permitted assigns‌

(f) every obligation entered into by two (2) or more parties binds them jointly and each of them severally‌

(g) a reference to a schedule is to a schedule to this Agreement; a reference to a part, clause or other sub-clause is a reference to a part, clause or other sub-clause in this Agreement‌

(h )any annexures form part of this Agreement‌

(i) any document referred to in this Agreement will mean that document, as well as any other document in substitution for that document which has been approved in writing by the parties‌

(j) where any word or phrase is defined in this Agreement, any other grammatical form of that word or phrase will have a corresponding meaning‌

(k)the words ‘include/s’ and ‘including’, or words of similar effect, are not words of limitation

(l)a reference to a statute, regulation, or other law includes all regulations and instruments made under such law and all consolidations, amendments, reenactments or replacements of it.

  1. Scope of work

3.1 [Client.Company] acknowledges and agrees that Tania Gomez Consulting cannot guarantee approval of their registration under, or in connection with, the National Disability Insurance Scheme (NDIS). Any registration is regulated by the Australian Government and is subject always to their approval.

3.2  [Client.Company] is ultimately and solely responsible and accountable for the accuracy of any information, documents, declarations or otherwise supplied to Tania Gomez Consulting for the purpose of the Services being delivered.

3.3 [Client.Company] acknowledges that Tania Gomez Consulting is only responsible for providing the Service Delivery Items as outlined in this Agreement and cannot be held responsible for decisions made by the NDIA or NDIS commission.

3.4 [Client.Company] acknowledges that if the Agreement is signed within eight weeks of an audit date,  Tania Gomez Consulting will not be able to provide audit preparation assistance as part of the Services for the immediately upcoming audit.

3.5 Subject to [Client.Company]‘s compliance with its obligations under this Agreement, Tania Gomez Consulting agrees to provide the Services to [Client.Company] in accordance with this Agreement. The key tasks and deliverables of these Services are as set out in the Service Details.

3.6 Subject to [Client.Company]‘s compliance with its obligations under this Agreement, Tania Gomez Consulting agrees to use its best endeavours to complete the Services in accordance with the time frame specified in the Service Details or as otherwise agreed between the parties in writing.

3.7 The Services only include audit preparation work for an eighteen (18) month audit period. If [Client.Company] requires an out of cycle audit or a corrective close-out audit, [Client.Company] may request for these additional services, and a quote will be issued by Tania Gomez Consulting

3.8 [Client.Company] understands that the Services Fee reflects the tier of Services described in the Service Details (which is based on total participant numbers). If the tier of Services increase (including if total participant numbers increase), after the Commencement Date, [Client.Company] acknowledges and agrees that Tania Gomez Consulting will increase the Service Fees automatically to adjust to the tier of Services relevant to [Client.Company].

3.9 [Client.Company] understands that the Services Fee reflects the number of modules described in the Service Details. If the number of modules increase, after the Commencement Date, [Client.Company] acknowledges and agrees that Tania Gomez Consulting will increase the Service Fees automatically to adjust to the number of modules relevant to [Client.Company], according to Tania Gomez Consulting then current fees for the number of modules. 

3.10 The Virtual Quality Manager Service is a service provided by Tania Gomez Consulting to assist [Client.Company] manage National Disability Insurance Scheme (NDIS) quality and compliance.

3.11 It is the responsibility of [Client.Company] to develop and complete all required documentation necessary to meet their organisational compliance requirements. Tania Gomez Consulting does not undertake this responsibility.

3.12 Your Virtual Quality Manager will not attend [Client.Company]]’s office, workplace or audit meetings in person, at any time, as all work outlined in this Agreement’s Delivery Items is undertaken remotely.

3.13 This Agreement’s Scope of Work encompasses all services and documents outlined in Section 4. Delivery Items – Virtual Quality Manager Service.

  1. Term

4.1 The Agreement commences on the Commencement Date and ends on the later of:

(a) the date this Agreement is terminated in accordance with its terms; or

(b) the time frame specified within the Services Details (the Term).

  1. Services and obligations of Tania Gomez Consulting

5.1 Tania Gomez Consulting will use its best endeavours to commence providing the Services to [Client.Company] as close as possible to the Delivery Service Timing, subject always to:

(a) there being no delay by [Client.Company] or any third party in the provision of information requested by Tania Gomez Consulting in connection with the provision of Services

(b) there being no change to the scope of the Services requested by [Client.Company];‌

(c) there being no change to any law or regulation which may affect the provision of Services‌

(d) there being no delay by any third party which is outside of the reasonable control of Tania Gomez Consultingincluding any government agency

(e) there being no Force Majeure Event pursuant to clause 10; and/or

(f) [Client.Company] does not contribute in any other way to any such delay.

5.2 Tania Gomez Consulting agrees to provide the services of personnel who have the expertise in providing Services.

5.3 [Client.Company] shall have no remedy against Tania Gomez Consulting, in relation to any reasonable delay of completion of the Services or failure to complete the Services, where such delay or failure is the direct or indirect result of any act or omission of [Client.Company] or a breach by [Client.Company] of this Agreement.

5.4 As Tania Gomez Consulting has not been retained to independently verify any information provided by [Client.Company], Tania Gomez Consulting assumes no responsibility for the accuracy, completeness, or adequacy for any purpose of such information that is provided by [Client.Company].

5.5 Tania Gomez Consulting makes no representation in connection with the truthfulness or non-misleading nature of statements made or incorporated when referencing any materials or providing information to the Auditor or the NDIS Commission when based on statements and information supplied by [Client.Company] under this Agreement.

5.6 In the event [Client.Company] stops paying the agreed monthly retainer fee, as outlined in this Service Agreement, Tania Gomez Consulting reserves the right to suspend all Services until all outstanding sums are paid in full, with no Liability to [Client.Company] for the suspension of the Services.

  1. Services and obligations of [Client.Company]

6.1 [Client.Company] acknowledges that Tania Gomez Consulting cannot be held responsible for any result (including failing an audit), if [Client.Company] insists the service be carried out in a particular way, does not follow Tania Gomez Consulting’s advice, or does not meet [Client.Company]’s obligations as outlined in this Agreement.

6.2 In the event [Client.Company] has not met their obligations as outlined in this Agreement, it is the right of Tania Gomez Consulting to suspend progression of the Service or the engagement of an auditor, with no Liability to [Client.Company], until such a time  [Client.Company] has fulfilled all of their obligations, as agreed.

    6.3 [Client.Company] must:

(a) declare in writing the date of their next NDIS audit in order for delivery items to be executed, and if such date is not disclosed, or the date disclosed is incorrect, this will be considered a breach of this Agreement, and Tania Gomez Consulting may terminate this Agreement under clause 13.1(a);

(b) meet all obligations as stipulated in section 5 of the Service Details (Client Obligations);

(c) pay the Service Fee and all other amounts due to Tania Gomez Consulting as agreed between the parties, in accordance with the terms of this Agreement.

(d) provide to Tania Gomez Consulting all information, ideas or suggestions which are required or requested by Tania Gomez Consulting in order to provide the Services;

(e) ensure that it gives Tania Gomez Consulting such information, facilities, services and accessories, as Tania Gomez Consulting may reasonably require, to enable it to comply with its obligations under this Agreement;

(f) ensure that all information, documents and materials to be relied upon by Tania Gomez Consulting in providing the Services are accurate, complete, not misleading in any respect 

(g) submit its application for registration as an NDIS provider;

(h) audit its costs (a cost audit is not included in the Services under this Agreement);

(i) confirm its eligibility, prior to applying for any NDIS registration groups;

(j) ensure that it thoroughly reviews and considers the appropriate and correct NDIS registration groups to be included in [Client.Company]’s application for registration as an NDIS provider and must subsequently advise Tania Gomez Consulting that registration groups have been confirmed;

(k)pay any additional costs incurred during the Term, which are due to changes in registration groups or the states that [Client.Company]’s business operates within; and

(l) to the extent Tania Gomez Consulting needs to access [Client.Company]’s information technology systems, [Client.Company] agrees to ensure that no computer program or virus or other code that is harmful, destructive, disabling or which assists in or enables theft, alteration, denial of service, unauthorised access to or disclosure, destruction or corruption of information or data, or similar programming effects, are coded or introduced into Tania Gomez Consulting information technology systems.

6.4  [Client.Company] acknowledges and agrees that Tania Gomez Consulting will not be responsible if [Client.Company] selects insufficient or incorrect NDIS registration groups for [Client.Company]’s application for registration as an NDIS provider or if applications for any registration groups are not successful.‌

6.5 [Client.Company] agrees that none of the information provided or supplied under this Agreement contains, or will contain, any untrue statement of a material fact, or omit to state material fact required to ensure any statements made are not misleading or false.

6.6 [Client.Company] acknowledges that Tania Gomez Consulting will use and rely upon the accuracy and completeness of all information [Client.Company] provides without independently investigating or verifying the same.[Client.Company] acknowledge that all information supplied to Tania Gomez Consulting under this agreement will comply in all material respects with any applicable law.

  1. Confidentiality

7.1   Subject to this clause 7, a party (‘recipient party’) must not, without the prior written approval of the other party (‘disclosing party’), disclose the disclosing party’s Confidential Information.

7.2    Each Recipient Party agrees:

(a) not to disclose the Confidential Information of the Disclosing Party to any third party;
(b) to use all reasonable endeavours to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure;
(c) to only use the Confidential Information of the Disclosing Party for the purpose for which it was disclosed or provided by the Disclosing Party, and not for any other purpose; and
(d) to ensure that its employees and agents, and any sub-contractors engaged for the purposes of this Agreement, do not make public or disclose the other party’s Confidential Information.

7.3    Notwithstanding any other provision of this clause:

(a) a Recipient Party may disclose the terms of this Agreement (other than Confidential Information of a technical nature) to its related companies, solicitors, auditors, insurers and accountants;
(b)Tania Gomez Consulting may disclose [Client.Company]‘s Confidential Information to the extent required in order to provide the Services;

(c) recipient Party may disclose Confidential Information of the disclosing party to the extent required by law; under any order or rule of a Government agency, or under the listing rules or rules of any stock exchange or other regulatory body (if applicable); and
(d) the obligations in clause 7.2 do not apply to Confidential Information that is in the public domain and/or is no longer confidential, except as a result of a breach of this Agreement or if the Recipient Party is authorised to disclose the Confidential Information by the Disclosing Party 

7.4  [Client.Company] is authorised to use the Confidential Information of Tania Gomez Consulting for the sole purpose of using the Services supplied under the Agreement and must not otherwise use or disclose any Confidential Information of Tania Gomez Consulting to any third party, except with the prior written consent of Tania Gomez Consulting.‌

7.5 This clause 7 will survive the termination of this Agreement.

  1. Collection Notice

8.1 Tania Gomez Consulting collects personal information from [Client.Company] or from third parties so that Tania Gomez Consulting can provide their Services to [Client.Company], answer any enquiries [Client.Company] submit to Tania Gomez Consulting, deliver Tania Gomez Consulting’s website to [Client.Company] and for the purposes otherwise set out in Tania Gomez Consulting’s privacy policy.

8.2 Tania Gomez Consulting may disclose personal information to third parties, including its employees, contractors and related entities, third party service providers that provide their services to Tania Gomez Consulting (such as IT service providers), if Tania Gomez Consulting are required to disclose personal information by law and as otherwise set out in Tania Gomez Consulting’s privacy policy.

8.3 When Tania Gomez Consulting disclose [Client.Company]‘s personal information to third parties listed in Tania Gomez Consulting’s privacy policy, these third parties may store, transfer or access personal information outside of Australia, including, but not limited to, [the United States, Brunei, the Philippines and Pakistan]. Tania Gomez Consulting will take such steps as are reasonable in the circumstances to protect [Client.Company]‘s personal information in accordance with the Australian Privacy Principles.‌

  1. Data Security

9.1 Tania Gomez Consulting confirms it will establish and maintain appropriate, reasonable technical and organisational security measures in accordance with good industry practice to keep personal information secure. 

9.2 Tania Gomez Consulting will advise [Client.Company] if a security incident in relation to personal information has or may have been compromised (“Security Incident”) . In the event of a Security Incident, Tania Gomez Consulting Ltd will work with [Client.Company] to minimise impact and notify affected individuals, to the extent that this is operationally, commercially and technically feasible. 

9.3 Tania Gomez Consulting confirms at the end of the Agreement, it will use best endeavours to ensure that all [Client.Company] data provided to Tania Gomez Consulting  will be held on its systems for a period of six months.   After six months, all data will then be deleted from Tania Gomez Consulting’s systems or alternatively, data will be returned to [Client.Company], in a format agreed between the parties, and if the format is not as agreed between the parties, such return of the data will be at the additional cost of [Client.Company]

9.4 Tania Gomez Consulting will only share personal information as instructed by [Client.Company] and with the appointed NDIS auditor for the purpose of conducting an   NDIS registration audit and to any third parties as detailed in Clause 8.‌

  1. Access

10.1 To execute the Services outlined in this Agreement, [Client.Company] agrees to permit Tania Gomez Consulting authorised access to [Client.Company]’s computing environment, including all data, hardware, software, information technology and telecommunications services and systems (“Computing Environment”). 

10.2 [Client.Company] agrees to allow Tania Gomez Consulting to access their Computing Environment to retrieve and review data related to meeting the Services in this Agreement. 

10.3 [Client.Company] may provide restricted access to Tania Gomez Consulting to its Computing Environment to ensure data integrity, safety and confidentiality. However, [Client.Company] acknowledges that if not all access to the Computing Environment as requested is provided, Tania Gomez Consulting may not be able to deliver all agreed delivery outcomes under this Agreement. 

10.4 Tania Gomez Consulting will gather, aggregate, compile and use [Client.Company]’s data in various ways including quality initiatives, monitoring and reporting to an NDIS auditor. 

10.5 Data collected by Tania Gomez Consulting will only be used during the Agreement period in a manner that maintains confidentiality in regard to [Client.Company], their staff and clients.

  1. Payments and default

11.1 Unless otherwise agreed in writing by Tania Gomez Consulting (including where otherwise identified on any invoice issued by Tania Gomez Consulting), all invoices are payable by [Client.Company] within seven days from the date of invoice. 

11.2 Tania Gomez Consulting may charge an overdraft rate at a rate of 2% per annum above the average of the most recent prime rate, indicator rate, or reference rate (however described) for business overdrafts published by Commonwealth Bank of Australia.‌

11.3 Without limiting Tania Gomez Consulting’s rights and remedies under this Agreement, [Client.Company] agrees that if [Client.Company] defaults on its obligation to pay an overdue account, that Tania Gomez Consulting may, after taking reasonable measures to obtain payment for the outstanding monies, refer the matter to a debt collection agency for recovery.‌

11.4 [Client.Company] agrees to indemnify, and hold Tania Gomez Consulting harmless in respect of all reasonable costs incurred in collecting any overdue amounts including, but not limited to, collector agency fees, legal fees and court costs.‌

11.5 If [Client.Company] disputes the whole or any part of the amount claimed in an invoice provided by Tania Gomez Consulting pursuant to this Agreement, [Client.Company] must pay the undisputed portion by the due date. The dispute regarding the remainder may be dealt with in accordance with the dispute resolution procedure set out in clause 31 of this Agreement.

11.6 Tania Gomez Consulting must, within twenty-eight (28) days of request from [Client.Company], issue a tax invoice (or an adjustment note) for any supply under or in connection with this Agreement.‌

11.7 Tania Gomez Consulting will promptly create an adjustment note (and apply to the Commissioner of Taxation) for a refund, and, subject to Tania Gomez Consulting receiving the amount for the refund or credit, will refund the amount to [Client.Company] for the over-payment by [Client.Company] for GST. Where [Client.Company] elects to make payment by credit card, [Client.Company] agrees to pay an additional credit card processing service fee ‌

  1. Force Majeure

12.1  Tania Gomez Consulting shall not be liable for any delay or failure to perform its obligations if such failure or delay is due to a Force Majeure Event.

12.2 Tania Gomez Consulting shall notify [Client.Company] as soon as practicable of any anticipated delay due to a Force Majeure Event.The performance of Tania Gomez Consulting’s obligations under this Agreement shall be suspended for the period of the delay due to the Force Majeure Event.

12.3 Tania Gomez Consulting shall not incur any liability to [Client.Company] in respect of such suspension.

  1. Termination

13.1 Material breach

    1. Despite any other rights of termination it has under this Agreement, Tania Gomez Consulting may terminate this Agreement prior to expiry on giving written notice to [Client.Company] in the following circumstances:
      1. If [Client.Company] is in breach of the Code of Conduct, and the breach gives rise to a right to terminate the Agreement under the terms of the Code of Conduct;
      2. If any amount due and payable by the [Client.Company] to Tania Gomez Consulting remains outstanding after seven (7) days after the date that it is due for payment;
      3. If [Client.Company] has breached any other material term of this Agreement and such breach, being capable of rectification, remains unrectified for twenty-eight (28) days after being notified in writing by Tania Gomez Consulting to remedy such breach; and
      4. iv) If Tania Gomez Consulting is unable to provide the Services within the agreed time frame as a direct or indirect result of an act or omission of [Client.Company], or as a direct or indirect result of a breach by [Client.Company], causing a delay to the provision of Services exceeding thirty (30) days beyond the scheduled date.
    2. [Client.Company] may, by giving written notice to Tania Gomez Consulting, terminate this Agreement prior to expiry if Tania Gomez Consulting is in breach of a material term of this Agreement, and the breach has not been remedied twenty-eight (28) working days of giving Tania Gomez Consulting a notice requiring the breach to be remedied.

13.2 Termination for convenience‌

(a) Subject to clause 13.4 (Consequences of Early Termination), either Party may terminate this Agreement at any time, by providing 60 days written notice to the other Party.

(b) If this Agreement is terminated for any reason, [Client.Company] shall pay Tania Gomez Consulting, all amounts due for Services rendered at the date of termination and all other amounts payable as at the date of termination, including any amounts payable under clause 13.4 (Consequences of Early Termination). If clause 13.3 (Consequences of Early Termination) does not apply, Tania Gomez Consulting will refund to [Client.Company] the unused portion of the Services on a pro rata basis, if the Services were paid by [Client.Company] in advance prior to the date of termination of the Agreement. 

(c) Without prejudice to any of the parties rights under the Agreement, Tania Gomez Consulting may terminate this Agreement at any time by giving the [Client.Company] at least two (2) months’ written notice and despite anything to the contrary in this Agreement, subject to clause  13.4, refunding amounts paid by [Client.Company] for Services not provided to the [Client.Company] as at the date of termination.

13.3 Termination for Force Majeure

If any Force Majeure Event continues for more than thirty (30) days, either party may, without liability, terminate this Agreement immediately by notice in writing to the other party.‌

13.4 Consequences of early termination

If this Agreement is terminated by [Client.Company] under clause 13.2(a), or by Tania Gomez Consulting under clause 13.1(a) during any minimum period described in the Services Details (“Minimum Period”), subject to clause 37, [Client.Company] shall pay Tania Gomez Consulting, all amounts due for the Minimum Period, as a debt immediately due and payable. The [Client.Company] agrees that the payment for the Services for the Minimum Period is a genuine pre-estimate of Tania Gomez Consulting’s loss, as a result of early termination of this Agreement.‌

13.5 Termination will not affect any rights or remedies of either party accrued prior to the effective date of termination.

13.6  Each party agrees to return (where possible) or delete or destroy (where return is not possible) the other party’s Confidential Information and Intellectual Property.

  1. Code of Conduct

14.1 Tania Gomez Consulting and [Client.Company] agree that the working relationship between both parties is to be based on mutual respect and trust. Tania Gomez Consulting will not tolerate rude, aggressive or abusive behaviour. The Tania Gomez Consulting Code of Conduct governs the manner in which interactions between the parties must be conducted.

14.2 [Client.Company] agrees to comply with and must ensure that its employees, contractors, officers and representatives comply with the Tania Gomez Consulting Code of Conduct in all dealings with Tania Gomez Consulting.‌

  1. Project variations

If[Client.Company] requires any variations, to the outcome and scope of Services, and if agreed by Tania Gomez Consulting, a quote for such variations will be provided by Tania Gomez Consulting to [Client.Company] for approval, prior to Tania Gomez Consulting proceeding with any variations. Alterations and corrections are to be detailed by [Client.Company] and forwarded electronically to Tania Gomez Consulting. If Tania Gomez Consulting  considers that any instruction or direction from [Client.Company] constitutes a variation, then Tania Gomez Consulting will not be obliged to comply with such instruction or direction unless a variation is agreed under this clause 15.‌

  1. Extent of liability

16.1 Subject to clause 16.2 and despite anything to the contrary, to the maximum extent permitted by law, Tania Gomez Consulting‘s aggregate liability for any Liability which arises from or in connection with this Agreement is limited to:

(a) the supplying of the Services again subject to the NDIS Commission; or

(b) Tania Gomez Consulting repaying [Client.Company] the Service Fee paid by [Client.Company] to Tania Gomez Consulting in respect of the supply of the Services to which the Liability relates.

16.2 Tania Gomez Consulting’s liability in respect of a breach of or a failure to comply with an applicable Consumer Guarantee will not be limited in the way set out in clause 16.1 if:‌

(a) the Services supplied are services ‘of a kind ordinarily acquired for personal, domestic or household use or consumption’, as that expression is used in section 64A of the Australian Consumer Law; or

(b) it is not ‘fair or reasonable’ for Tania Gomez Consulting to rely on such limitation in accordance with section 64A(3) of the Australian Consumer Law.

16.3 Despite anything to the contrary, to the maximum extent permitted by law:‌

(a) Tania Gomez Consulting excludes any liability for Consequential Loss; and;

(b) all conditions, warranties and implied terms, whether statutory or otherwise, are excluded in relation to the Services.

16.4 Despite anything to the contrary, to the maximum extent permitted by law, [Client.Company] is liable for, and agrees to make good, indemnify Tania Gomez Consulting, and hold Tania Gomez Consulting harmless in respect of, any Liability that Tania Gomez Consulting may suffer, incur or otherwise become liable for, arising from or in connection with any information, documentation, specifications or directions given by [Client.Company].

  1. Release

17.1 Despite anything to the contrary, to the maximum extent permitted by law, Tania Gomez Consulting will not be liable for, and [Client.Company] waives and releases Tania Gomez Consulting from any Liability caused or contributed to by, arising from or connected with:

(a) [Client.Company] or [Client.Company]’s personnel’s acts or omissions;

(b) any use or application of the Services by a person or entity other than the [Client.Company], or other than as reasonably contemplated by this Agreement; and

(c) any works, services, goods, materials or items which do not form part of the Services (as expressed in this Agreement), or which have not been provided by Tania Gomez Consulting.

17.2 Despite anything to the contrary, to the maximum extent permitted by law Tania Gomez Consulting’s Liabilty under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of Tania Gomez Consulting

17.3 If the Australian Consumer Law applies to [Client.Company] as a consumer, nothing in this Agreement excludes [Client.Company]’s rights as a consumer under the Australian Consumer Law.

  1. Intellectual property

18.1  Unless otherwise agreed in writing by Tania Gomez Consulting:‌

(a) [Client.Company] acknowledges that Tania Gomez Consulting is the proprietor or licensee of all Intellectual Property Rights in materials and information provided by Tania Gomez Consulting to [Client.Company] under, or in connection with, this Agreement.

(b) Tania Gomez Consulting owns and retains all Intellectual Property Rights. All rights in and to Developed IP vests in Tania Gomez Consulting immediately upon its creation.‌

(c) [Client.Company] hereby assigns to Tania Gomez Consulting all of its rights (including present and future copyright) to or interest in any Developed IP throughout the world in perpetuity for use in any manner and all media.

(d) To the extent that any rights to, or interest in Developed IP, do not vest in or are not assigned to Tania Gomez Consulting under this clause, [Client.Company] undertakes to do all things necessary and required by Tania Gomez Consulting for the proper vesting or assignment of such rights in and to Tania Gomez Consulting, including executing all documents or assignments and providing all necessary information, records or materials to any other party.

(e) Tania Gomez Consulting grants[Client.Company] a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, for the duration of the Term, to use the Intellectual Property Rights in materials and information provided by Tania Gomez Consulting to [Client.Company], the Deliverables and the Developed IP that Tania Gomez Consulting provide to [Client.Company], solely for the purposes for which they were developed and solely for the purposes as contemplated by this Agreement

18.2 [Client.Company] shall not sell, transfer or otherwise permit to be used by any third party any Developed IP, Tania Gomez Consulting document, materials or Deliverables.‌

18.3 [Client.Company] grants to Tania Gomez Consulting a non-exclusive, irrevocable, worldwide, sub-licensable and transferable right and licence to use [Client.Company] materials, for the purposes reasonably contemplated by this Agreement. If [Client.Company] or any of its personnel have any moral rights as defined in the Copyright Act 1968 (Cth) (“Moral Rights”) in any material provided, used or prepared in connection with this Agreement, [Client.Company] agrees to (and agree to ensure that its personnel) consent to Tania Gomez Consulting use or infringement of those Moral Rights.

  1. Restraint

19.1 Throughout the Restraint Period, [Client.Company] shall ensure that them and none of their personnel shall be directly or indirectly involved in engaging the services of any person      who was an employee of Tania Gomez Consulting or a subsidiary within the preceding twelve (12) months.‌

19.2 The parties acknowledge that the provisions of this clause are no wider than reasonably necessary to protect the reasonable commercial interest of the parties and Tania Gomez Consulting.

  1. Governing law

21.1 This Agreement is governed by the laws of New South Wales.

21.2 Each of the parties irrevocably submits to the jurisdiction of the Courts of New South Wales.

  1. Assignment and subcontracting

22.1 Rights arising out of, or under, this Agreement are not assignable by one party without the prior written consent of the other parties.

22.2  A party will not unreasonably withhold its consent to assignment.‌

22.3 A purported assignment without written consent will be deemed to be void and convey no rights.‌

22.4 Tania Gomez Consulting may subcontract any of its obligations under this Agreement without the prior written consent of [Client.Company].

  1. Severance

If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.

  1. Entire agreement

This Agreement states all of the express terms of the Agreement between the parties in respect of its subject matter. It supersedes all prior written agreements in respect of its subject matter. ‌

  1. Variation

A variation of any term of this Agreement will be of no force or effect unless it is by way of a further agreement in writing and signed by all parties

  1. Waiver

25.1 No right under this Agreement is waived, or deemed to be waived, except by notice in writing signed by the party waiving the right.

25.2  A party does not waive its rights under this Agreement because it grants an extension or forbearance to the other party.

  1. Relationship of the parties

The Agreement is not intended to create a partnership, joint venture or relationship of principal and agent between the parties.

  1. Further steps

Each party will do all things and execute all further documents necessary to give full effect to this Agreement.

  1. Counterparts

This Agreement may be executed in any number of counterparts.

  1. Survival

29.1  Clauses which are expressed to survive the expiry or termination of this Agreement and terms which as a matter of construction are intended to survive termination or expiry of this Agreement will, to the extent permitted by law, survive the expiry or termination of this Agreement..

29.2   This Agreement shall be binding upon the heirs, executors, administrators and successors in title of the parties.‌

  1. Currency

All payments due to Tania Gomez Consulting must be paid by [Client.Company] in Australian dollars in Australia.

  1. Dispute resolution

31.1 If a dispute arises between the parties in relation to this Agreement, the dispute must be dealt with in accordance with this clause.

31.2 Any party claiming that a dispute exists must notify the other party of the dispute 

(the ‘Second Party’) in writing of the nature of the dispute.

31.3 If the dispute is not resolved by agreement within five (5) working days of the Second Party receiving the notice referred to in 31.2 above, either party may refer the matter to mediation, conducted by a mediator agreed between the parties within a further five (5) working days, or failing agreement within that period as appointed by the Executive Director for the time being of the Australian Commercial Disputes Centre Limited. The costs of the mediator shall be borne equally between the disputing parties. The chosen mediator shall determine the procedures for the mediation. The chosen mediator will not have the power or authority to make any other determination in relation to the dispute

31.4 If the parties have not mediated a resolution of the dispute within ten (10) working days of the selection of a mediator, neither party shall be obliged to continue any attempt at mediation under this clause, and either party may then commence such legal proceedings as it thinks fit, in relation to the dispute.‌

  1. Enforceability

32.1 Any provision, or the application of any provision, of this Agreement, which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.

33.2 Any provision, or the application of any provision, of this Agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.‌

  1. No right to offset

No amount owing whether present or future, actual, contingent or prospective and on any account whatsoever by the [Client.Company] to Tania Gomez Consulting may be offset by [Client.Company] against any amount owing whether present, future, actual, contingent or prospective of payable by Tania Gomez Consulting to [Client.Company] hereunder on any other account whatsoever.

  1. Costs and expenses

Subject to contrary provision of this Agreement, each party will bear its own costs and expenses in relation to the negotiation, preparation, execution, delivery and completion of this Agreement and any other related documentation.

  1. Acknowledgement

    ‌35.1 [Client.Company] acknowledges and agrees that Tania Gomez Consulting

  2.  in no way guarantees any registration under, or in connection with, the NDIS. Any registration is regulated by the Australian Government and is subject always to their approval.

35.2 [Client.Company] is ultimately and solely responsible and accountable for the accuracy of any information, documents, declarations or otherwise supplied by [Client.Company] to Tania Gomez Consulting for the purpose of the Services being delivered.

  1. Cooling-off period and refund policy

36.1 Unless otherwise agreed in writing, [Client.Company] has a cooling-off period of five (5) business days from the date of execution of this Agreement to terminate this Agreement, but only in cases where Service has not commenced.

36.2 Should [Client.Company] decide to not proceed with the Services during the cooling-off period and no work has commenced Tania Gomez Consulting will provide a full refund to [Client.Company] of any amounts paid under this Agreement.

36.3  After the cooling-off period all fees due for the Services and any other amounts due and payable under this Agreement are due and payable by [Client.Company]