Policies

DEFINITIONS AND INTERPRETATION

1.1. “Agreement” refers to this document, including any schedules, annexures, and amendments made in accordance with its terms.

1.2. “Confidential Information” refers to information that:

  • 1.2.1. Is inherently confidential;
  • 1.2.2. Is identified as confidential by either VG Solutions or the Client;
  • 1.2.3. Should reasonably be understood as confidential by either VG Solutions or the Client;
  • 1.2.4. Includes, but is not limited to, the terms of this Agreement and all information regarding the Client, VG Solutions, their employees, agents, properties, and operations disclosed during or in connection with this Agreement, except for information that:
    • 1.2.5. Was public knowledge at the time of disclosure; or
    • 1.2.6. Enters the public domain after disclosure through no fault of the receiving party.

1.3. “Expenses” include any costs, payments, purchases, fees, or other financial obligations incurred by VG Solutions in providing the Services.

1.4. “Fee” refers to the amount of Australian currency, or the method of calculating such amount, as specified in the Schedule.

1.5. “Half-day” means any period between 4 and 6 hours.

1.6. “Hour” includes any part thereof.

1.7. “Parties” refers to VG Solutions and the Client, and their respective successors and permitted assigns.

1.8. “Remainder” refers to any funds left from the Retainer after deducting the Fee, Expenses, or any other amounts due to VG Solutions under this Agreement.

1.9. “Retainer” means any advance payment made before the full provision of the Services.

1.10. “Services” refers to all services provided by VG Solutions under this Agreement, as detailed in the Schedule, subject to any amendments agreed upon by the Parties.

1.11. “Standard Terms” are the terms set forth in this document, including any schedules or annexures, and any amendments made per the Agreement.

1.12. “Start Date” refers to the date on which the last Party signs this Agreement.

1.13. “Term” refers to the duration specified in the Schedule.

1.14. “Timetable” means the schedule for performing the Services, as set out in the Schedule or otherwise agreed in writing by the Parties.

1.15. In this Agreement, unless the context requires otherwise:

  • 1.15.1. Singular terms include the plural, and vice versa;
  • 1.15.2. A defined word or phrase has the same meaning in its other grammatical forms;
  • 1.15.3. References to clauses, schedules, or annexures refer to those in this Agreement;
  • 1.15.4. References to documents include their modifications or replacements;
  • 1.15.5. “Writing” includes emails, scanned documents, and any tangible form of communication;
  • 1.15.6. Monetary references are in Australian currency unless otherwise specified;
  • 1.15.7. Time references are to Sydney, Australia time;
  • 1.15.8. References to VG Solutions include its employees, agents, and authorized contractors;
  • 1.15.9. References to persons include individuals, corporations, and other legal entities;
  • 1.15.10. Statutory references include any amendments or replacements;
  • 1.15.11. General terms are not limited by specific examples;
  • 1.15.12. Joint and several liability applies to agreements, representations, warranties, or indemnities made by multiple parties;
  • 1.15.13. If an obligation falls on a non-Business Day, it must be performed on the next Business Day;
  • 1.15.14. Headings and numbering are for reference only and do not affect interpretation.

SUPPLY OF SERVICES

2.1. VG Solutions will provide the Services:

  • 2.1.1. In accordance with the terms of this Agreement;
  • 2.1.2. With reasonable skill and care;
  • 2.1.3. In compliance with any reasonable instructions given by the Client.

2.2. VG Solutions will make reasonable efforts to perform the Services in line with the agreed timetable specified in the Schedule or as otherwise agreed in writing.

2.3. Third-Party Experts: VG Solutions may engage third-party experts to perform some or all of the Services. Such engagements will be as agents of VG Solutions, not as subcontractors or employees, and VG Solutions remains responsible for the overall delivery of the Services.

FEES, EXPENSES, AND PAYMENT

3.1. Client’s Payment Obligations:

  • 3.1.1. The Client agrees to pay VG Solutions the Fee for the Services, as outlined in the Schedule.
  • 3.1.2. Unless otherwise agreed, the Services will be billed at the hourly rate specified in the Schedule.
  • 3.1.3. VG Solutions will provide an itemized invoice for the Services upon request.

3.2. Reimbursement of Expenses:

  • 3.2.1. The Client will reimburse VG Solutions for any reasonable Expenses incurred in providing the Services, in addition to the Fee.
  • 3.2.2. If Expenses exceed 20% of the Service rate, they must be pre-approved by the Client.
  • 3.2.3. Travel expenses will be charged per kilometre at the rate specified in the Schedule, unless otherwise agreed.

3.3. Payment Terms:

  • 3.3.1. Payment of all Fees and Expenses is an essential condition of this Agreement.
  • 3.3.2. Full payment is due within seven (7) days from the date of the invoice, unless otherwise agreed in writing.

3.4. Non-Payment:

  • 3.4.1. If the Client fails to pay an amount due by the specified date, VG Solutions may withhold deliverables, charge interest, apply a Late Fee, or take other recovery actions.
  • 3.4.2. A reminder notice will be sent if payment is overdue. If payment is still not received within one week, VG Solutions may remove any discounts and apply additional fees and penalties.

3.5. Retainer and Remainder:

  • 3.5.1. VG Solutions may deduct the Fee and/or Expenses from the Retainer before returning any Remainder to the Client.
  • 3.5.2. If the Fee and Expenses exceed the Retainer, the Client will be required to pay the difference, which will be invoiced accordingly.

CONFIDENTIALITY AND PRIVACY

4.1. Obligations of Confidentiality:

  • 4.1.1. Both VG Solutions and the Client agree to keep all Confidential Information secure and confidential.
  • 4.1.2. Confidential Information includes any information exchanged or created under this Agreement that is identified as confidential or should reasonably be understood as such.

4.2. Release of Confidential Information:

  • 4.2.1. If Fees and Expenses remain unpaid one week after a reminder notice, VG Solutions may release certain Confidential Information to enforce its rights under this Agreement.
  • 4.2.2. VG Solutions reserves the right to disclose Confidential Information to authorities if necessary to demonstrate lawful actions or compliance with legal obligations.

4.3. Privacy Considerations:

  • 4.3.1. VG Solutions will handle all Confidential Information in accordance with applicable privacy laws and regulations.
  • 4.3.2. In the event of any legal proceedings or investigations, VG Solutions may disclose Confidential Information to the extent necessary to comply with legal requirements or to protect its interests.

INTELLECTUAL PROPERTY

5.1. Ownership of Intellectual Property:

  • 5.1.1. VG Solutions retains ownership of all intellectual property created during the provision of Services.
  • 5.1.2. The Client agrees to assign to VG Solutions all intellectual property rights in materials created under this Agreement, including any future intellectual property.

5.2. Assignment and Transfer:

  • 5.2.1. No additional documentation is necessary to complete the assignment of intellectual property rights, as they automatically vest in VG Solutions.
  • 5.2.2. The Client will ensure that any of its employees, agents, or subcontractors transfer any relevant intellectual property rights to VG Solutions as required by this Agreement.

5.3. Moral Rights:

  • 5.3.1. The Client will procure the prior written consent of its employees, agents, or subcontractors to the infringement of any moral rights they may have in relation to the material created under this Agreement.

WARRANTIES

6.1. Authority to Enter Agreement:

  • 6.1.1. Each Party warrants to the other that it has the power and authority to enter into this Agreement and to perform its obligations under the Agreement.

6.2. Warranty of Services:

  • 6.2.1. VG Solutions warrants that all Services will be supplied to the Client substantially in accordance with the terms of this Agreement.
  • 6.2.2. VG Solutions will provide the Services with reasonable skill, care, and diligence expected of a professional in the industry.

LIMITATION OF LIABILITY

7.1. Exclusion of Warranties:

  • 7.1.1. Except as expressly stated in this Agreement, VG Solutions excludes all conditions, warranties, and liabilities implied by statute, general law, or custom.

7.2. Limitation of Liability:

  • 7.2.1. To the extent permitted by law, VG Solutions excludes liability (including liability in negligence) for any consequential or indirect loss or damage, such as loss of revenue, loss of opportunity, or loss of profit.
  • 7.2.2. VG Solutions’ total liability to the Client under this Agreement, including liability for negligence, is limited to the amount paid by the Client under the Agreement during the year in which the liability was incurred.

7.3. Consequential Losses:

  • 7.3.1. VG Solutions is not liable for any loss or damage that is indirect or consequential, including but not limited to, financial loss, loss of business opportunities, or any costs incurred as a result of a third-party claim.

TERM AND TERMINATION

8.1. Duration of the Agreement:

  • 8.1.1. The Agreement will begin on the Start Date and will continue until the Services are completed or for the Term specified in the Schedule, unless terminated earlier in accordance with this Agreement.

8.2. Extension of Term:

  • 8.2.1. If the Client wishes to extend the Term of this Agreement, it must obtain the agreement of VG Solutions in writing.

8.3. Termination for Breach:

  • 8.3.1. Either Party may terminate the Agreement by providing written notice to the other Party if the other Party breaches a term or condition of this Agreement and fails to remedy the breach within seven (7) days of receiving a notice specifying the breach.

8.4. Immediate Termination by VG Solutions:

  • 8.4.1. VG Solutions may terminate the Agreement immediately by giving written notice to the Client if:
    • 8.4.1.1. The Client becomes unable to pay its debts when they become due;
    • 8.4.1.2. The Client enters into any arrangement between itself and its creditors;
    • 8.4.1.3. The Client ceases to carry on business;
    • 8.4.1.4. The Client has a mortgagee enter into possession or dispose of the whole or any part of its assets or business;
    • 8.4.1.5. The Client enters into liquidation or any form of insolvency administration;
    • 8.4.1.6. VG Solutions becomes aware of a significant potential conflict of interest;
    • 8.4.1.7. VG Solutions becomes aware of circumstances that suggest continuation of the Services may endanger any person’s safety, facilitate the commission of a criminal offense, or breach a court order.

8.5. Termination Without Cause:

  • 8.5.1. VG Solutions may terminate the Agreement at any time without cause by providing the Client with seven (7) days’ written notice.

8.6. Effect of Termination:

  • 8.6.1. Termination of the Agreement, for any reason, will not affect any rights or causes of action that have accrued up to the date of termination.

RELATIONSHIP AND ASSIGNMENT

9.1. Independent Contractor Relationship:

  • 9.1.1. This Agreement constitutes a relationship of principal (the Client) and independent contractor (VG Solutions). No employment, partnership, or joint venture relationship is created or exists between the Parties.

9.2. Assignment of Services:

  • 9.2.1. VG Solutions may assign the provision of Services to a third party at its discretion. The third party will perform the services independently, without being an employee, agent, or representative of VG Solutions.

9.3. Binding Terms for Third Parties:

  • 9.3.1. Any third party to whom services are assigned agrees to be bound by the terms of this Agreement as if they were VG Solutions.

DISPUTE RESOLUTION

10.1. Resolution of Disputes:

  • 10.1.1. If a dispute arises under this Agreement, the Party claiming the dispute must notify the other Party in writing, providing details of the dispute.
  • 10.1.2. The Parties agree to negotiate in good faith to resolve the dispute and will refer the resolution to authorized officers within each Party before commencing any legal proceedings.

10.2. Arbitration:

  • 10.2.1. If the dispute cannot be resolved through negotiation, it must be referred to arbitration for determination by a person appointed by the Parties, or, failing agreement, by the President of the Institute of Arbitrators and Mediators Australia (NSW Division).
  • 10.2.2. The determination made under this clause will be binding on the Parties, and the Commercial Arbitration Act 2010 (NSW) will apply, except as otherwise agreed.

10.3. Interlocutory Relief:

  • 10.3.1. Nothing in this clause prevents a Party from seeking urgent interlocutory relief to protect its rights.

GENERAL

11.1. Governing Law and Jurisdiction:

  • 11.1.1. This Agreement is governed by the laws of New South Wales, Australia, and each Party submits to the jurisdiction of the courts of that state.

11.2. Entire Agreement:

  • 11.2.1. This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all previous agreements or understandings between the Parties.

11.3. Amendment:

  • 11.3.1. Any amendments to this Agreement must be made in writing and signed by both Parties.

11.4. Assignment:

  • 11.4.1. The Client may only assign this Agreement or a right under this Agreement with the prior written consent of VG Solutions.

11.5. Waiver:

  • 11.5.1. A Party does not waive a right, power, or remedy if it fails to exercise or delays in exercising that right, power, or remedy. A waiver must be in writing and signed by the Party giving the waiver.

11.6. Severance:

  • 11.6.1. If any part of this Agreement is deemed illegal or unenforceable, it may be severed from the Agreement, and the remaining terms will continue in force.

11.7. Execution:

  • 11.7.1. This Agreement may be executed in counterparts, including facsimile counterparts, and all executed counterparts together constitute one document.

11.8. Effectiveness:

  • 11.8.1. Each Party must do everything reasonably necessary (including executing documents) to give full effect to this Agreement and any transaction contemplated by it.

11.9. Payment of Taxes and Charges:

  • 11.9.1. The Client is responsible for paying any applicable taxes or charges related to this Agreement, including fines, penalties, and interest.

11.10. Force Majeure:

  • 11.10.1. Neither Party will be liable to the other for any delays or failures to perform due to events beyond their reasonable control, including acts of God, fire, flood, accident, terrorism, strikes, or riots. If such an event continues for 30 days or more, either Party may terminate the Agreement.

SCHEDULE

Item 1: Term

  • The term of this Agreement shall end upon completion of the Services or as otherwise agreed.

Item 2: Services and Timetable

  • Services: As agreed
  • Timetable: As agreed

Item 3: Fees and Payment

  • Fees: Services are provided at an agreed amount for payment.
  • Retainer: As agreed
  • Payment: Full payment is due within five (5) days of the invoice date.

Item 4: Special Conditions

  • As agreed
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