Engaging Partners Terms and Conditions of Business as at 1st February 2020.
Invoices for work completed will be presented monthly and are due by the 20th of the month (following invoice date).
An engagement fee of 30% of the first project total estimate will be invoiced prior to work commencing and will be due upon invoice.
For projects where significant out of pocket expenses will be incurred and/or specialist resources need to be booked, prior to work commencing an invoice will be raised to cover 50% of the relevant project costs and is due upon invoice.
If a project is delayed (through no fault of Engaging Partners) by more than 2 weeks from the approved deadline, then additional management time will be charged on a time and materials basis, at the discretion of Engaging Partners. If the project is delayed by 4 weeks (through no fault of Engaging Partners) then in consultation with you, the project may be paused. A minimum project restart fee of $1,500 will apply.
Retainer fees are set at a flat monthly fee based on agreed services with the intent and purpose of securing resources for an agreed ongoing programme of work. Regardless of hours actually incurred over or under this time the same retainer fee will be invoiced monthly and applies for a minimum 12 month period. Engaging Partners will record actual hours, services, tasks and value delivered under retainer and present a report for discussion at quarterly strategic planning meetings. At that point the nature of work included under retainer may be renegotiated, but the total amount stands for the remaining 12 months. Retainer hours do not compound and are not transferable beyond the month they are intended to cover. At the end of the 12 month period, the retainer fee will roll over for another 12 month period for either party as per your proposal.
The client will be responsible for all licensing and royalty fees of third party products or services incorporated, with the client’s knowledge and approval, into the final product.
Client authorisation, whether written or verbal, to proceed with a work phase or component of work, will constitute acceptance of all prior work phases or components.
Engaging Partners reserves the right to use in any future work for ourselves, the client or a third party, all techniques, methodologies, individual modules or components of program code developed under this agreement. Where modules of work have been developed and branded for specific clients, the brand name (or sub brand name) of the module will remain the property of the client.
Performance of work for the client shall in no way limit Engaging Partners in proposing or accepting work from any other clients now or at any time in the future. Engaging Partners will endeavour to avoid situations where client interests may be conflicted.
Following the client’s engagement of Engaging Partners, Engaging Partners shall be allowed to identify the client as a client in marketing and communication materials.
Engaging Partners reserves the right to submit the completed works and reference the client (with prior approval) for industry awards. If the client or other third parties submit the completed works for industry awards, Engaging Partners must be referenced on the submission for the components of work completed by Engaging Partners.
Engaging Partners shall be allowed to show the client’s finished work, or any components of it, to existing or prospective clients for demonstration purposes. If such demonstration showings would reveal information the client has identified to us as proprietary or confidential, we shall be allowed to create a special version for demonstration, which omits or disguises such information and/or the client’s identity.
If it is necessary, in the course of a project, for us to view or work with information of the client’s that the client identifies to us as proprietary and confidential (possibly including customer records, prospect lists, supplier data, financial figures and the like), we agree not to disclose it except to associates and contractors having signed confidentiality agreements with us, as required in the course of performing work under this agreement.
Engaging Partners retains ownership of all completed work until full and final payment is made. Upon receipt of full and final payment the client shall own all rights, except as noted below. Engaging Partners retains ownership (under copyright) of the strategic and technical development processes and documentation prepared for the client during the development of the project(s). The client shall take necessary steps to prevent disclosure of these processes and documentation during and following the completion of work, to any party not directly employed by either the client or Engaging Partners. Ownership of material provided by third parties and incorporated in our work with the client’s knowledge and approval shall be as provided in any license or sale agreement covering said material.
If for any reason payment has been made in advance and the project does not proceed or is not completed as original briefed a credit will be provided against future project work.
Following client approval of test components of the completed works or stages of work, Engaging Partners makes no warranty for the work, or its fitness for a particular purpose. In any event, Engaging Partners liability for damages arising out of this work, expressly including consequential damages, shall not exceed the total amount of fees paid for this work, excluding third party costs.