Statement of Work

Pre-Requisites

• You (the client) are to provide access to key stakeholders
• Your (the client) stakeholders to be available for meeting requests and respond in a timely manner.
• Access to information to support the procurement process (NDAs can be signed if required).

Out of Scope

• Additional tasks or changes to the requirements
• Changes in deadlines
• Anything not explicitly mentioned in the Statement of Work
• Unplanned work or expenses
• Budgetary constraints 

Deliverables

As outlined per the quote sent to you (the client).

Assumptions and Responsibilities

The following assumptions & responsibilities have been incorporated in the SOW and Quote for this project. Should any of the below tasks delay the project, Bookable Tourism will charge a variation for additional effort:

1. You (the client) will provide timely access to infrastructure, service account or any other components required to conduct the assessment e.g. diagrams, permissions.

2. Bookable Tourism will be provided with access to the appropriate staff members for gathering the required information.

3. Bookable Tourism will be provided with a single point of contact within your company to whom all of Bookable Tourism’s communications may be addressed and who has the authority to act on all aspects of the project.

4. Unless otherwise stated in this proposal, all work will be performed during business hours (10am to 4:00pm Monday through Thursday, excluding gazetted public holidays) using a combination of onsite and remote resources. Travel to any site outside the Sydney metropolitan will incur additional travel costs.

5. Your staff and stakeholders will be made available as and when required for meetings, workshops and data gathering, with at least two days’ notice of such meetings.

6. Unless otherwise agreed to by the parties, you (the client) will ensure that Bookable Tourism’s requests for information or documentation needed for the project are met within four (4) business days of the request being raised.

7. All documentation submitted to you (the client) will be reviewed within 5 days and resubmitted to Bookable Tourism for any changes. Documentation reviews will be limited to two (2) review cycles unless otherwise agreed. Further review cycles will be charged at time and materials rates as advised by Bookable Tourism upon commencement of these activities.

8. You (the client) agrees to sign-off on the mutually agreed project schedule within 5 business days following the project kick-off meeting. If the project schedule document is not signed off by you (the client) within this timeframe, Bookable Tourism reserves the right to pause all delivery efforts until such time as the document is signed.

9. Bookable Tourism will not be held responsible for any project slippage:

• Caused through implementation timing or resourcing restrictions outside of Bookable Tourism's control
• Caused by hardware or software issues outside of Bookable Tourism’s control
• Caused by delays in providing assistance, information or documentation to Bookable Tourism.
• Caused by other in-flight projects or other activities managed by other providers.
• Delays to the project from any cause or source must be raised to Bookable Tourism as soon as they are identified.

10. The project will be delivered without suspension or interruption by you (the client).

11. Invoices will be issued at the end of each month outlining charges for the work completed during the month.

 

DEFINITIONS AND INTERPRETATION

1.1       Definitions

In this Agreement:

Background Intellectual Property means all Intellectual Property other than Foreground Intellectual Property as defined in this Agreement, whether it is created or developed by the Consultant, Client or any third party and whether it comes into existence prior to, during, or after the term of this Agreement

Business Day means a day which is not a Saturday, Sunday or bank or public holiday in New South Wales.

Client Materials includes, without limitation, any equipment, materials, data or information supplied to the Consultant by or on behalf of the Client

Commencement Date is set out in the Details.

Confidential Information means all information of a party or its clients or other suppliers, which would reasonably be regarded as confidential, disclosed to the other party before or after the date of this Agreement, including without limitation information relating to:

• Background Intellectual Property; and
• the business, operations products, customers and suppliers of the disclosing party, whether disclosed verbally, in writing, in electronic form or by any other means, but excluding information which:
• the recipient can prove by its own written records that it knew or possessed before the Confidential Information was disclosed or made available to it by the disclosing party;
• is or becomes available to the public otherwise than by a breach by the recipient of this Agreement;
• is lawfully acquired by the recipient from a third party without restrictions as to its use or disclosure; or
• is disclosed as required by law

Details means the matters set out in the table on the front page(s) of this Agreement.

Force Majeure Event means any event which is outside the reasonable control of the affected party and could not have been prevented by that party taking all reasonable steps.

Foreground Intellectual Property means Intellectual Property that is created or developed by the Consultant in the direct course of providing the Services to the Client under this Agreement and which is embodied in Deliverables provided by the Consultant to the Client.

GST means the tax imposed by A New Tax System (Goods and Services Tax) Act 1999 (Cth) and related tax imposition Acts of the Commonwealth of Australia.

Intellectual Property means all registered and unregistered rights in relation to present and future copyright, trade marks, designs, know-how, patents, confidential information and all other intellectual property as defined in article 2 of the Convention establishing the World Intellectual Property Organisation 1967.

Key Personnel means the person(s) named in the Details.

Parties  means the parties entering into this Agreement.

Services are set out in the Details.

Term is set out in the Details.

Termination Date is set out in the Details.

 

2.0 TERM

2.1       This Agreement commences on the Commencement Date and continues in force until completion of the Services or until the Agreement is terminated in accordance with its terms.  

3.0 SERVICES

• The Consultant is engaged by the Client to provide the Services (as specified in the Details) on the terms of this Agreement. The Consultant agrees to provide the Services to a standard which is reasonably to be expected of a qualified professional person providing the Services and otherwise in accordance with the Agreement. 

• The Services will be carried out by the Consultant’s Key Personnel or such other person(s) as may be agreed between the Parties in writing from time to time. 

• If for any reason the Key Personnel become unavailable to perform the Services, the Consultant will use reasonable endeavours to provide a suitably qualified replacement, subject to the Client’s approval which will not be 
unreasonably withheld. If the Consultant is unable to provide a suitably qualified replacement or the Parties cannot agree an acceptable replacement within 30 days, the Consultant will refund to the Client all monies paid less any Fees payable for Services already rendered or expenses or liabilities reasonably incurred by the Consultant and either Party may terminate this Agreement with immediate effect by notice to the other party pursuant to clause 18.
• The Consultant will use reasonable endeavours to complete the Services by the Completion Date (as it may be varied in writing by the Parties) and in accordance with Milestone Dates (if any) specified in the Details. 

• The Consultant will obtain written permission from the Client before carrying out additional work to the Services.

4.0 CLIENT’S OBLIGATIONS

4.1       The Client will cooperate with the Consultant during the provision of the Services, comply with or perform the Client Duties (if any) specified in the Details and, at the Consultant’s request, will promptly provide:

• the Client Materials required to be incorporated into, or used to perform, the Services; 

• instructions and responses to the Consultant’s reasonable requests on all matters relating to the Services; and 

• any other assistance, 
information, data, resources or materials as may be reasonably required by the Consultant and other information, ideas or suggestions which the Consultant is to consider in performing the Services. 


4.2       The Client grants a non-transferable, non-exclusive licence to the Consultant of the Term of the Agreement to use the Client Materials for the sole purpose of providing the Services. The Client will ensure, that, to the extent applicable:

• the Client Materials are accurate, complete and current;
• the Client is entitled to supply the Client Materials to the Consultant for the purposes of the Services;
• the use of the Client Materials in connection with the Services is lawful and does not require the consent, permit or authorisation of any party, including any consent from third parties to use their Intellectual Property in the performance of the Services; and
• if the Services include the use, reproduction or adaptation of Client Materials, the Client will obtain all necessary authority for that use, reproduction and adaptation.

4.3   The Consultant will not be responsible for any deficiency or alleged deficiency (including delay) in the performance of the Services attributable to:

• a breach by the Client of a material term this Agreement; or 

• a failure by the Client to provide relevant, accurate or timely information or decisions. 


4.4   The Client agrees that that it will not solicit for the purposes of employment any of the Consultant’s Key Personnel who performs work under this Agreement during the Term of the Agreement and for 6 months following expiry of this Agreement.

5.0PAYMENTS AND INVOICING

5.1       In consideration of the provision of the Services in accordance with this Agreement, the Client will pay the Consultant the Fees at the rate or amount and in the manner specified in the Details.

5.2       The Fees payable to the Consultant to perform the Services may be adjusted from time to time as agreed by the Parties in writing on account of changes in relation to the nature and scope of the Services to be performed by the Consultant pursuant to this Agreement.

• The Consultant will submit a tax invoice in respect of the Fees and any Expenses to the Client monthly or otherwise in accordance with the Details. 

• The Client agrees to pay the Consultant the Fees and Expenses according to the payment terms specified on each invoice.
• When making a payment the Client shall quote relevant reference numbers and the invoice number. 

• If the Client does not pay a Consultant tax invoice by the due date, the Consultant may do any of the following:

• suspend performance of the Services or its other obligations under this Agreement until all overdue amounts are paid;
• require the Client to pay, in advance, for any Services (or any part of the Services) which have not yet been performed; and /or

• charge interest on the overdue amounts at the rate of 10% per annum, accruing daily.


6. TAXATION

6.1        Unless otherwise stated in the Details, all Fees and expenses payable by the Client under this Agreement are exclusive of GST but inclusive of any other applicable taxes, duties, imposts and other similar charges payable in respect of the Services.

6.2       Unless otherwise stated in the Details, if GST is payable on any supply made by the Consultant under this Agreement, the Client will pay to the Consultant an additional amount equivalent to the GST at the time payment to the Consultant is due. 


7. INTELLECTUAL PROPERTY RIGHTS

7.1       Rights in Foreground Intellectual Property will be owned by the Consultant.

7.2       Upon full payment to it by the Client of all Fees and Expenses under clause 5, the Consultant assigns to the Client all rights in Foreground Intellectual Property, and all relevant accounts used in performing the Services such as Hubspot and Google services.

7.3       Each Party retains its rights in any Background Intellectual Property and those rights will not be transferred or changed by the use of Background Intellectual Property in connection with the Services or its disclosure by one Party to this Agreement to the other. 
No assignment or licence to the Client is to be implied by the use of the  Background Intellectual Property in providing the Services.

8. CONFIDENTIAL INFORMATION AND PRIVACY

8.1       Unless a Party obtains the prior written consent of the other Party to disclose Confidential Information, each Party must: 

(a)     maintain the secrecy and confidentiality of any Confidential Information of the other Party; and 


(b)     not use any Confidential Information of the other Party except as required for the performance of the Agreement to the extent necessary to perform the Services. 


8.2       Each Party may disclose the other’s Confidential Information if required by law but, if possible, it must inform the other Party first and use reasonable endeavours to limit the terms of that disclosure as reasonably requested.

8.3       Each Party must comply with the Privacy Act 1988 (Cth) any other applicable legislation or Privacy Guidelines and the reasonable directions of the other Party in relation to the handling of any personal information that that Party holds or has held and used in connection with this Agreement.

9. LOCATION AND FACILITIES

9.1       The Consultant shall provide the Services in such places and locations as agreed by the Parties from time to time. 


9.2        The Client will ensure that any Consultant personnel attending any premises of, the Client in connection with the provision of the Services is provided a safe place of work in compliance with relevant occupational health and safety legislation or requirements.

9.3       The Parties (and their employees or agents) must comply with all applicable workplace health and safety laws and all safety instructions reasonably issued by the other Party from time to time.

9.4       Each Party will promptly notify the other of any workplace health and safety incidents that occur, or of any involvement by workplace health and safety officials in connection with the Services.

10. CONSULTANT’S OBLIGATIONS AND WARRANTIES

10.1     (a)        it has legal capacity, power and authority to enter into this Agreement;

(b)        there are no legal restrictions preventing it from performing the Services;

(c)        it is duly qualified to perform the Services;

(d)        it will act lawfully and will comply with any applicable licenses, laws, regulations, industry codes of conduct, health and safety requirements and Australian standards in performing the Services;

(e)        it has complied with all applicable legislation, awards and industrial instruments in engaging or employing all persons who will perform the Services in accordance with this Agreement;

(f)        it has a valid ABN which has or will been advised to the Client; and

(g)        it is registered for GST purposes.

11. CLIENT’S OBLIGATIONS AND WARRANTIES

11.1        The Client warrants and represents that throughout the Term:

• it has legal capacity, power and authority to enter into this Agreement;
• it will act lawfully and will comply with any applicable licenses, laws, regulations, industry codes of conduct, health and safety requirements and Australian standards in its conduct under this Agreement;
• it will not infringe any third party rights or violate any other agreement in its conduct under this Agreement;
• it is entitled to provide the Client Materials in accordance with this Agreement and the Client Materials do not infringe any Intellectual Property Rights of third parties
• it will comply with any reasonable requests  given to it by the Consultant from time to time to enable the Consultant to provide the Services; and
• it has complied with all applicable legislation, awards and industrial instruments in engaging or employing any persons who will work with the Consultant on the Services.

12. LIABILITY AND INDEMNITY

12.1     Nothing in this Agreement is to be read as excluding, restricting or modifying the application of any legislation which by law cannot be excluded, restricted or modified.

12.2     Subject to clause 12.1, any representation, warranty, condition or undertaking which, but for this clause, would be implied in this Agreement by law is excluded.

12.3     Neither Party will be liable for any loss of profits, loss of data, loss of business opportunity and liabilities in respect of third parties, or special, incidental, indirect or consequential loss or damages, which may be suffered or incurred or which may arise directly or indirectly in connection with any material or Services supplied under this Agreement or in connection with any act or omission (negligent or otherwise) on the part of a Party, or otherwise out of the relationship created by this Agreement.

12.4     To the extent permitted by law, the liability of the Consultant for any claim arising directly or indirectly from a breach of any non-excludable term or condition implied by statute is limited, at the option of the Consultant, to one or more of the following: the supplying of the related Services again; or the payment of the reasonable cost of having the related Services supplied again.

12.5      Subject to clauses 12.3 and 12.4, the Consultant’s total liability to the Client for loss or damage of any kind, however caused, due to the Consultant’s negligence, breach of contract, breach of any law, in equity, under indemnities or otherwise, arising from or in any way related to this Agreement or the Services is limited to the amount equivalent to the related Fees paid by the Client to the Consultant under this Agreement. 

12.6     The Client is liable for and indemnifies the Consultant in respect of any claim, action, damage, loss, cost, charge, expense, penalty, fine or payment which the Consultant suffers, incurs or is liable for as a result of any breach by the Client (or its employees, agents or subcontractors) of its obligations or warranties under clause 11 of this Agreement.

12.7     Subject to clauses 12.1 – 12.5 inclusive, each Party’s liability under this Agreement is reduced to the extent that any damage, liability, loss or cost arises from or is attributable to any act or omission of the other Party, their employees, agents or contractors.

12.8     Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.


13. TERMINATION
    • This Agreement may be terminated at any time by the mutual written agreement of the Parties.
    • Either Party may terminate this Agreement by written notice to the other Party if the other Party:

• commits a material breach of this Agreement and fails to remedy that breach 30 days after receiving notice requiring it to do so; or
• enters into any form of bankruptcy, insolvency, liquidation or external administration, whether voluntary or involuntary, formal or otherwise.
  • The Client may terminate the Agreement or reduce the scope of Services by no less than 30 days written notice to the Consultant but the Client must pay all Fees and expenses incurred by the Consultant in connection with the Services up to the date of receipt by the Consultant of notice from the Client and all future unavoidable costs and expenses the Consultant incurs in relation to the Agreement. 

  • The Consultant may terminate the Agreement by giving the Client one month’s written notice.

14. CONSEQUENCES OF TERMINATION

14.1     Upon termination of this Agreement:

(a)        The Consultant will:

• immediately stop performing the Services;
• immediately stop placing orders for supplies or services required in connection with the performance of the Services, with the exclusion of live advertising campaigns; 
• immediately deliver to the Client all work in progress in respect of the Services;
• immediately return to the Client all property, including Confidential Information and Intellectual Property, in its possession that belongs to the Client; and
• pay to the Client any amount owed in respect of any indemnities provided under this Agreement.

(b)        The Client will:

• immediately return to the Consultant all property, including Confidential Information and Intellectual Property, in its possession that belongs to the Consultant;
• immediately pay the Consultant all Fees in respect of Services completed and Expenses incurred, and any other amounts owing under the Agreement; and
• pay to the Consultant any amount owed in respect of any indemnities provided under this Agreement.

14.2     The accrued rights, obligations and remedies of the Parties are not affected by the termination of this Agreement.

15. COSTS AND EXPENSES

15.1     Each Party must pay its own costs and expenses (including legal costs and expenses) in relation to the negotiation, preparation and execution of this Agreement and any variation or replacement of this Agreement.

16. AMENDMENT

16.1     This Agreement may only be amended or varied by written agreement executed by all the Parties.

17. NOTICES

17.1      Form of notice: A notice or other communication must be in writing in English and may be:

• delivered personally;
• given by an agent of the sender;
• left at a Party’s current delivery address for notices as set out in this Agreement;
• sent by prepaid mail to a Party’s current postal address for notices as set out in this Agreement; and/or
• sent by email to a Party’s current email address for notices as set out in this Agreement.

17.2     Receipt of notice: A notice or communication is taken as having been given:

• when left at a Party’s current delivery address for notices; or
• if mailed within Australia to an Australian address, on the third Business Day after posting; or
• if mailed outside of Australia to an Australian postal address or within Australia to an address outside of Australia, on the tenth Business Day after posting; or
• if sent by email, when the sender receives a confirmation that the email has been sent by the email client, unless the email is received after 5pm in the place of receipt, in which case it is taken as having been given at 9am on the next day that is not a Saturday, Sunday or bank or public holiday in the place of receipt.
• Address for service are set out in the Details. A Party may change its address for service of notices by written notice to the other Party.

18. FORCE MAJEURE

18.1     Neither Party is liable for any breach of its obligations under this Agreement to the extent that the breach resulted from a Force Majeure Event provided that it:

• promptly notifies the other Party (with appropriate details) of the Force Majeure Event; and 

• makes all reasonable efforts under the circumstances to work around or reduce the effects of the Force Majeure 
Event and proceeds to perform its obligations with reasonable dispatch whenever such effects are removed or ceased. 

18.2     If a Force Majeure Event continues for more than 30 days or continues beyond the Completion Date, either Party may terminate this Agreement with immediate effect.

19. GENERAL

19.1     The relationship established by this Agreement between the Contractor and the Client is one of Client and independent contractor and not one of employment, partnership, agency or joint venture. 
Neither Party has authority to create, assume or otherwise enter into any agreement that imposes rights or obligations on the part of the other Party.

19.2     This Agreement is personal to the Parties.  A Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld). Any purported dealing in breach of this clause is of no effect.

19.3     Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right.  A Party is not liable to any other Party for any loss, cost or expense that may have been caused or contributed to by the failure, delay, waiver or exercise of a power or right.

19.4     Except as expressly stated to the contrary in this Agreement, the powers, rights and/or remedies of a Party under this Agreement are cumulative and are in addition to any other powers, rights and remedies of that Party.  Nothing in this Agreement merges, extinguishes, postpones, lessens or otherwise prejudicially affects any power, right, or remedy that a Party may have at any time against the other Party to this Agreement or any other person.

• Each Party agrees from time to time and in a timely manner to execute such agreements, deeds and documents and do or cause to be executed or done all such acts and things as may be reasonably necessary to give effect to this Agreement, including assisting to facilitate any application to register Intellectual Property Rights, confirming any rights granted in relation to the Intellectual Property Rights, and assisting with any GST requirements.
• The Client is not engaging the Consultant on an exclusive basis and this Agreement will not preclude each Party engaging in other activities similar the Services or their subject matter, nor will it preclude the Consultant from providing services to third parties from time to time, including industry competitors of the Client.
• If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
• The Client acknowledges that in entering into the Agreement it has not relied on any representations or warranties made by the Consultant (or its employees or agents) which are not expressly set out in this Agreement. 

• This Agreement may be executed in any number of counterparts and, if so, the counterparts taken together will constitute one and the same Agreement.  The date of this Agreement will be the date that it is executed by the last Party.
• In respect of the subject matter of this Agreement, this Agreement contains the entire understanding between the Parties; all previous oral and written communications, representations, warranties or commitments are superseded by this Agreement and do not affect the interpretation or meaning of this Agreement; and each of the Parties has relied entirely on its own enquiries before entering into this Agreement.
• This Agreement is governed by and must be construed in accordance with the laws of New South Wales and the Commonwealth of Australia. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia.