The following are the SAS Group’s standard terms and conditions of engagement. They are provided for information purposes only, and do not form any part of our contract with clients. We reserve the right to vary these terms in individual client agreements. Your contract of engagement will contain the terms and conditions specific to your engagement.
1. Key dates
1.1 Date of Proposal of engagement: To be confirmed.
1.2 Engagement Date: To be confirmed.
1.3 Minimum term: To be confirmed.
2.1. The SAS Group agrees to carry out the services described in the SAS Group Proposal of Engagement.
2.2. In this agreement the Client includes all holding companies, subsidiary companies, trusts, joint ventures and other legal vehicles related to the Client.
3. Term of Agreement
3.1. The agreement for service between the SAS Group and the Client will commence on the Engagement Date detailed at 1.2 and operate for the Minimum Term as described in 1.3.
3.2 Unless terminated or otherwise agreed, the agreement will continue on a month-by-month basis.
4.1. The SAS Group will be paid the amounts described in the SAS Group Proposal of Engagement.
4.2. The SAS Group will issue invoices monthly in advance, with payment terms of 14 days.
4.3. Fees charged may require variation during the agreement. Any variation will be negotiated with the Client and approved in writing by the Client prior to implementation.
4.4. Obligations of the Client for payment of fees to the SAS Group survive the termination or expiry of any agreement between the SAS Group and the Client.
5. Disbursements and Supplier Costs
5.1. The SAS Group does not charge for standard postage, telephone or photocopying costs.
5.2. The Client will reimburse other costs required to be incurred in undertaking work under this agreement. Costs that are not specified with the Proposal for Engagement will require Client approval before the costs are incurred.
5.3. External supplier costs incurred on behalf of the Client, such as: airfares, travel, accommodation, meal expenses entertainment, catering and venue hire for functions; media monitoring; couriers; printing, creative work and other third-party services; will be billed in addition to our fees. Such disbursements will incur a 10% administration surcharge. The Client will be provided with a breakdown of the disbursement costs as part of their monthly invoice.
5.4. Domestic airfares will be booked on a flexible fare basis. International airfares will be booked business class.
6. Intellectual property
6.1. All intellectual property rights in work produced by the SAS Group remain the property of the SAS Group, unless such rights are explicitly assigned in writing by an authorised representative of the SAS Group.
6.2. The SAS Group assigns to the Client a personal, non-transferable licence to use material and ideas generated in the course of work described in this contract solely for the purposes for which it was created.
6.3. The SAS Group may, at its sole discretion, grant a licence to the Client for further use of its intellectual property. Such licence may be subject to conditions, including but not limited to payment of additional professional fees.
6.4. The Client must not supply the SAS Group’s work product or any part thereof for use by third parties, even where such third-party use represents a continuation of the activities described in this agreement.
6.5. The Client grants the SAS Group a royalty-free licence for intellectual property in any materials it supplies to the SAS Group for the purpose of providing services under this agreement. Further, the Client warrants that it is legally authorised to use the intellectual property contained in material it supplies to the SAS Group, and may license the SAS Group to use such material.
7.1. The SAS Group undertakes to:
a) Treat as confidential all information provided to it concerning the activities of the Client;
b) Protect such information from access, use or damage by third parties;
c) Not unnecessarily reproduce information provided by the Client; and
d) Destroy or return any documents provided by the Client on request.
7. 2. These obligations survive the termination or expiry of any agreement between the SAS Group and the Client.
8. Conflict of Interest
8.1. In the case where a conflict of interest or potential conflict of interest might arise with existing Clients, the SAS Group will endeavour to resolve that conflict to the mutual satisfaction of both Clients.
8.2. The SAS Group does not warrant that conflict will not exist across various activities of the SAS Group.
9. Client and SAS Group Relationship
9.1. The SAS Group does not guarantee, warrant, or provide any assurance or undertaking that any work undertaken by the SAS Group on behalf of its clients will result in any particular outcome.
9.2. The SAS Group will assign a Project Director to work with the Client, and the Client agrees to direct any instructions relating to the Client’s work to that Project Director.
9.3. The Client agrees not to encourage a staff member or sub-contractor to act for the Client exclusive of the SAS Group-Client agreement (eg. any direct payment arrangement between the Client and the individual consultant or contractor).
9.4. During the term of this agreement, and for 12 months after termination of this agreement, the Client agrees that it will not, directly or indirectly, entice away any employee of the SAS Group into the Client’s employ. If the Client breaches this provision, then the Client will pay to the SAS Group, by way of a genuine pre-estimate of the loss and damage, the sum that is equal to twice the annual gross salary of that director or employee.
10. Force Majeure
10.1. The SAS Group shall not be liable for any delay or failure to perform its obligations if such failure or delay is due to an event or circumstance beyond its control.
10.2. If a delay due to an event or circumstance beyond the SAS Group’s control exceeds 20 days, either party may terminate this agreement immediately on providing notice in writing.
10.3. If such notice to terminate is given, then:
a) The SAS Group shall refund any moneys previously paid by the Client under this contract for which no services have been provided; and
b) The Client shall pay the SAS Group a reasonable sum in relation to services rendered or costs and expenses incurred prior to termination, for which no payment has been made by the Client.
11.1. The SAS Group may terminate this contract immediately by notice in writing if:
a) Any payment due from the Client to the SAS Group pursuant to this contract remains unpaid for a period of 30 days from the date upon which a valid tax invoice was raised and issued to the Client; or
b) The Client breaches any term or condition of this contract and such breach is not remedied within 14 days of receipt of written notice by the Client from the SAS Group.
c) The Client becomes, threatens or resolves to become, or is in jeopardy of becoming subject to any form of insolvency administration, receivership, liquidation or being a natural person, bankruptcy, or dissolution of a partnership;
d) The Client, being a person, dies; or
f) The Client ceases or threatens to cease conducting its business in the normal manner.
11.2. If notice is given to the Client pursuant to the preceding clauses, the SAS Group may, in addition to terminating the contract:
a) Retain any moneys paid;
b) Charge a reasonable sum for work performed in respect of which no sum has been previously charged;
c) Retake possession of any property of the SAS Group in possession of the Client;
d) Be regarded as discharged from any further obligations under this contract;
e) Pursue any additional or alternative remedies provided by law; and
f) Require the Client to return or destroy any confidential information of the SAS Group.
11.3. The Client may terminate this contract:
a) If the SAS Group breaches any term of this contract and such breach is not remedied within 14 days of written notice given to the SAS Group by the Client.
b) By giving 30 days’ notice in writing following the Minimum Term of engagement (Clause 1.3), or if that term has been extended for a further period, then 30 days’ notice from the expiry of that extended term.
12. Code of Conduct
12.1. The Australian Government, State and Territory Governments have legislation covering certain activities pertaining to lobbyists (Codes of Conduct).
12.2 The Australian has legislation covering a range of activities prescribed under the Government Foreign Influence Transparency Scheme (the Scheme).
12.2. The Client acknowledges and agrees that:
a) The Codes of Conducts and the Scheme may require the SAS Group to notify the respective Governments of the Client and of particular arrangements including but not limited to the fees payable under this Agreement;
b) All such information may be placed by the respective Governments in the public domain, and that this requirement may survive the duration of this Agreement; and
c) The SAS Group is legally required to fulfil its requirements and comply with the relevant Codes of Conduct and/or the Scheme.
13.1. If either party does not exercise (or delays in exercising) any rights under this agreement, that failure or delay does not operate as a waiver of those rights.
13.2. A waiver of any provision of or right under this agreement must be in writing signed by the party entitled to the benefit of that provision or right, and is effective only to the extent set out in the written waiver.
13.3. A waiver by either party of any right does not prevent further exercise of any right.
14. Governing Law
14.1. This contract will be governed by and construed according to the law of the State of Queensland. The parties hereby agree to submit exclusively to the jurisdiction of the courts and tribunals of that State.
15.1. If any provision of this contract is held invalid, unenforceable, or illegal for any reason, this contract shall remain otherwise in full force apart from such provision, which shall be deemed deleted.
16.1. Notices under this agreement shall be delivered by registered mail. Notice is deemed to be given upon written acknowledgement of receipt by a director, employee, agent or authorised representative of the receiving party.