Leafcutter Terms & Conditions

Read to the bottom to accept our terms & conditions.

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1. Introduction and Terms

   1. The Contractor provides and has the business support skills to support the establishment and meeting of the clients' requirements.

   2. These terms of engagement will apply to all services provided by Leafcutter (we) unless different or additional terms are agreed upon and specified in writing with our client(s) (you).

   3. The Client requests that the Contractor place these skills at its disposal and the Contractor has agreed to do so under the following terms and conditions.

2. Scope of Engagement

   1. Engagement of our services will be commenced in writing, upon which we will send you a detailed email specifying our understanding of the agreement.

   2. In carrying out the engagement for you we will

      1. Provide the service in or from an agreed location

      2. The Contractor will nominate and identify an individual who will responsible for the performance, supervision and management of the     services provided by the Contractor ("Key Employee").

      3. The Contractor will use all care, skill and diligence in the delivery of the Services.

      4. Use our best efforts to deliver the desired outcomes within agreed or anticipated timeframes and costings.

   3. Our duties under these terms of engagement are owed solely to the client(s) who has engaged us. We do not accept any responsibility to any third parties who may be affected by our performance of the engagement, except as expressly agreed in writing between our client(s) and us.

3. Relationship and Status

   1. The contractor is an independent contractor and not an employee of the client.

   2. The engagement will not render the Contractor or the Contractor's employees or subcontractors an employee, partner, agent of, or joint venture with the Client for any purpose and the Contractor will not hold out that it is an employee, partner, agent, or in joint venture with the Client.

   3. The Contractor is not authorised or entitled to bind the Client in any way whatsoever and is not authorised or entitled to enter into any agreement, with or without obligations to the Client, or to act in any manner other than as an independent contractor.

   4. The Parties’ agree to:

      1. Act in good faith and demonstrate honesty, integrity, openness and accountability in their dealings with each other.

      2. Discuss matters affecting this Contract or the Services provided, whenever necessary. 

      3. Notify each other immediately of any actual or anticipated issues that could significantly impact on the Services.

      4. Comply with all applicable laws and regulations.

   5. The relationship is established on trust and confidence between the two parties. Either party may terminate the engagement at any time if there is believed to be a conflict of interest or the relationship has been undermined for any reason.

   6. The provision of service by the Contractor is not exclusive to the client.

4. Variation of Services

   1. The Client may seek a variation to the Services in writing or may ask the Contractor to propose a variation to the Services. The Client and the Contractor will then use all reasonable endeavours to agree in writing the cost and time of supply for the variation to the Services.

   2. Where the Contractor believes any requests or instructions from the Client amount to a variation to the Services, the Contractor will promptly notify the Client in writing and the parties will attempt to resolve whether the Client's request or other circumstance is a variation and, if so, the cost and time of supply for the variation.

5. Fees, Expenses and Payment

   1. Our fees will be calculated in accordance with our quote and/or may include hourly rates we charge for the personnel working on the engagement. We will also charge you for any payment we make on your behalf to these parties (disbursements). We reserve the right to request payment of any fees or disbursement from you in advance.

   2. The Client shall reimburse the Contractor for all reasonable business-related expenses that are properly incurred in performing the duties and requisitioned in accordance with the Clients policies and procedures.

   3. The Contractor agrees to work within a budget and/or set hours as agreed with the Client.

   4. Invoices will be issued at the completion of work or on a monthly basis as agreed in the initial engagement. Invoices will include scope of the project or a timesheet to support hours worked. The Client must pay invoices within 14 days of the invoice being issued.

   5. If the Client disputes an invoice or any part of an invoice, they must notify the Contractor within 10 Business Days of the date of receipt of the invoice. The Client must pay the portion of the invoice that is not in dispute but may withhold payment of the disputed portion until the dispute is resolved.

   6. In the event that our invoice (s) are overdue, such accounts will be subject to a service charge of 5% per month. We also reserve the 
      right to suspend the engagement until such invoices are paid, require payment for future fees in advance or terminate the engagement. In the event we need to take recovery action from you, you will be liable to reimburse us our actual costs of taking that action (e.g., lawyers or 
      debt collectors fees).

6. Ownership of Documents, Intellectual Property and Confidential Information

   1. The Client shall only be entitled to the intellectual property developed for and on behalf of Client during the contract term for work directly undertaken by the Contractor.

   2. Any confidential information acquired by the Contractor in connection with the provision of the Services will be held in the strictest confidence both during and after termination of engagement. Releasing, copying, removal from the Client's premises or any use of any confidential information other than for the performance of the Service requires the prior written approval of the Client.

7. Indemnity

   1. To the extent permitted by law, the Contractor shall not be liable to the Client or to any third party for any loss or damage arising directly or indirectly in connection with the provision of services. The Client indemnifies and holds harmless the Contractor from and against any claims, costs, expenses, actions or suits suffered, sustained or incurred by the Client or any third party.

8. Assignment and Subcontractors

   1. The Contractor has the right to subcontract but must obtain the Client's written approval prior to entering into a contact with someone else to deliver any part of the Services.

   2. The Contractor is responsible for ensuring the suitability of any Subcontractor and the Subcontractor’s capability and capacity to deliver that aspect of the Services being subcontracted.

   3. The Contractor continues to be responsible for delivering the Services under this Contract even if aspects of the Services are subcontracted. 

9. Dispute Resolution

   1. If there is a dispute under any clause in this contract, the parties agree to meet and discuss the dispute and attempt to reach resolution. If no resolution is reached, the parties agree to refer the dispute to a mutually agreed independent mediator who shall make a final and binding decision on the parties. Each party shall cover its own costs.

10. Variations

    1. No variations of these terms shall be binding unless the variations have been agreed to in writing. 

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Revised: July 2023