Omio Terms and Conditions
Omio is a supplier of psychology consultancy services.
This agreement records the terms and conditions agreed between the parties for the provision of the Services by Omio to the
Client from time to time.These standard terms and conditions will apply to and in respect of the Project outlined in the Project Summary and any other projects for which the Client requests the services of Omio. Where there is a discrepancy between the standard terms and conditions and the Project Summary, the Project Summary shall prevail.
The Project will commence on the Commencement Date and this agreement will continue in full force and effect for the Project Duration, as may be amended by agreement between the parties.
Subject to the Client complying with its obligations and responsibilities under this agreement, Omio shall provide the Services, as outlined in the Services description in the Project Summary with all reasonable due skill and care.
The parties acknowledge and agree that any variation to the Services description must be agreed in writing between the parties. In the event that the Client requests any changes to the Services description, Omio reserves the right to review the Professional Fees to be charged to the Client.
The Services shall be provided through Omio personnel. Omio personnel are not employees or contractors of the Client and Omio will bear and be responsible for Omio personnel’s performance of any part of the Services. Where a Key Personnel is nominated in a Project Summary and are unable to perform the relevant Services, Omio shall use reasonable endeavours to find suitable replacement personnel to the satisfaction of the Client.
Where the Services are to be provided on the Client’s site the Client must ensure that they provide:
(a) a safe workplace;
(b) a safe work system;
(c) an induction to site and equipment, including amenities and evacuation procedures; and
(d) no hazards and that risks to health and safety are controlled.
Client agrees to indemnify and hold Omio harmless from any loss or damage incurred by Omio due to any breach of this clause.
Subject to clause 7, Professional Fees payable under the terms of this agreement shall be paid as by the Client to Omio in full upon commencement of the Services unless otherwise specified in the Project Summary.
Unless otherwise specified in the Project Summary, where the Client cancels the Project or requests to materially reduce the Services, Professional Fees shall be paid as follows:
(a) where occurring between 7 days prior to the Commencement Date and 48 hours before the Commencement Date, 25% of the Professional Fees for the Project is payable;
(b) where occurring after 9am 2 days before the Commencement Date, 50% of the Professional Fees for the Project is payable; or
(c) where occurring after 9am on the Commencement Date, 100% of the Professional Fees for the Project is payable.
Any invoice remitted by Omio shall be paid by the Client within 14 days from the date the tax invoice.
Reasonable incidentals such as travel will be charged to the Client unless otherwise agreed upon in the between the parties in writing. Omio shall not incur any incidental costs without the prior consent of the Client, unless these are for incidentals of the type and below an amount agreed in writing between the parties.
Subject to clause 7, either Party may terminate this agreement by providing the other party 30 days written notice.
In the event of early termination of this agreement, in addition to any sums payable pursuant to clause 7, the Client agrees to reimburse Omio for all reasonable out of pocket expenses incurred by Omio prior to termination;
The Client acknowledges that any and all materials used by Omio in the provision of the Services are the exclusive property of Omio and it retains all intellectual property rights to those materials. The Client shall either grant or ensure that the person legally entitled to do so grants, to Omio for all time and despite any termination of this agreement, absolute title to any materials created by the Client in connection with the Project.
Each party must comply with, and ensure that each of its employees, agents and contractors complies with, the Privacy Act 1988 (or its replacement) in relation to personal information including but not limited to the use, storage and protection of personal information, whether or not it is an organisation bound by the Privacy Act 1988 and also to comply with any other relevant legislation or common law requirements with respect to patient confidentiality.
Before commencing the Services and for the duration of the term of this agreement, Omio shall effect and maintain:
(a) public liability insurance for not less than $20 million in respect of any liability arising from any act or omission by Omio or any of Omio Personnel;
(b) workers compensation insurance in accordance with all legislative requirements for Omio personnel; and
(c) professional indemnity insurance for not less than $20 million, covering any liability arising from a breach of duty whether owed in contract or otherwise by reason of any act, error or omission by Omio or its personnel.
For the duration of the term of this agreement, the Client must effect and maintain:
(a) public liability insurance for not less than $20 million in respect of any liability arising from any act or omission by the Client or any of the Client’s officers, employees, agents or subcontractors; and
(b) professional indemnity insurance for not less than $20 million covering any liability arising from a breach of duty whether owed in contract or otherwise by reason of any act, error or omission by the Client or any of the Client’s officers, employees, agents or subcontractors.
In consideration of entering into this agreement each party undertakes to the other party that during the term of this agreement and for a period of 12 months (or such lesser period as deemed appropriate by a court of competent jurisdiction) after the end of the Project Duration each party shall without the prior written consent of the other party, either directly or indirectly:
(a) approach any employee or agent of the other party for the purpose of enticing that person away from the other party; or
(b) interfere or seek to interfere with the relationship between the other party and the customers, suppliers and employees of the other party.
The parties acknowledge and agree that the prohibitions and restrictions contained in this agreement are reasonable and necessary to protect the goodwill of each party’s business.
In no event shall Omio be liable for any direct, indirect or consequential losses, damages or costs, or any other costs, losses or damages of any kind, including but not limited to loss of use, loss of profits, or loss of data, whether in an action in contract, tort (including but not limited to negligence), or otherwise, arising out of or in any way connected with the use, performance or non-performance of the Services or with the delay or inability to use the Services. In no event shall the aggregate liability of Omio whether in contract, tort or otherwise, arising out of or in connection with this agreement exceed the total amount paid to Omio for the Services.
If a dispute arises between Omio and the Client concerning any matter arising under this agreement either party may give notice of that dispute to the other party. Upon receiving such a notice, senior representatives of both parties undertake to promptly meet and endeavour to resolve the dispute in good faith. If the dispute cannot be resolved within 14 days of the notice being received (or such additional period as the parties agree in writing) then the parties will refer the dispute to mediation, and have the mediation conducted in accordance with the ADC Guidelines for Commercial Mediation (or such other organisation and guidelines as may replace these from time to time).
Unless otherwise expressly stated, any and all fees payable under this agreement are exclusive of GST. The supplier (Omio) will provide the recipient (Client) with a tax invoice in respect of any supply made by the supplier to the recipient under this agreement.
These terms and conditions and the Project Summary set forth the entire agreement between the parties regarding the subject matter hereto, and supersede and replace any and all prior agreements between them. This agreement, including the Project Summary, may only be varied in writing by agreement between the parties. Neither party may assign its rights or obligations under this agreement without the consent of the other.
If any part of this agreement is found to be invalid or of no force or effect under any applicable laws, executive rules or regulations of any government authority, this agreement shall be construed as though such part has not been inserted herein and the remainder of this agreement shall retain its full force and effect.
This agreement is governed by, and will be interpreted in accordance with, the laws of the State in which the Services are provided, and the parties submit exclusively to the jurisdiction of the courts of that State and the Commonwealth of Australia.