At Clear Group Australia Pty Ltd (Clear Group) we take our work with our clients very seriously.
This means we take every effort to understand the needs of your business and your clients.
We take the time to explore any brief to provide you with a clear understanding of your values and points of difference.
This provides you with significant insight and with an introspective understanding of the issues you have asked us to analyse and advise on.
The commitment we provide our clients is mirrored in our clients’ commitment to us. This sees our clients honouring our terms of trade that are as follows:
1. PRICE AND PAYMENT
1.1. You will pay Clear Group for the provision of the services set out in this document at the agreed price together with all associated disbursements incurred for the provision of the services (the Charges).
1.2. The Charges are to be paid by direct debit, cash or cheque and without set-off, counterclaim or deduction. Payments by credit card and direct debit may incur an additional processing fee equal to any fees Clear Group incurs for processing credit card or direct debit payment.
1.3. You must pay the Charges within 7 days of receiving an invoice from Clear Group.
1.4. If payment is not made within 14 days after receipt of an invoice from Clear Group, then Clear Group without incurring any liability and with notice to you will, at its sole discretion, suspend the provision of any service that are to be supplied under this document.
2.1. A party shall not, without the prior written approval of the other party:
(a) disclose the other party’s Confidential Information to any third party; or
(b) use the other party’s Confidential Information for any purpose other than for the performance of obligations under this Agreement.
2.2. Each party must take all reasonable steps to ensure that its officers, employees, agents and subcontractors do not make public or disclose the other party’s Confidential Information.
2.3. A party shall not be in breach of clause 2.1 in circumstances where it is legally compelled to disclose the other party’s Confidential Information, or where the Confidential Information in question has entered the public domain other than as a result of a breach of this clause. A party may also disclose the terms of this Agreement (other than Confidential Information of a technical nature) to its solicitors, auditors, insurers and accountants, and shall ensure that every person to whom that disclosure is made uses that information solely for the purpose for advising or reporting to that party.
2.4. Each party agrees to return to the other party (or if necessary erase) immediately upon request, and upon termination of this Agreement, any document or other media (including disks and magnetic tape) containing Confidential Information of that other party.
In this clause, Confidential Information means any information of whatever nature and in whatever form concerning the operations, dealings, organisation, personnel, business strategies, intellectual property or know-how of a party which is received by the other party pursuant to or in connection with the services and which is expressed to be confidential.
3. LIMITATION OF LIABILITY
(a) Subject to clause 3(b), Clear Group will not be under any liability to you in respect of any loss or damage (including consequential loss) however caused (whether by negligence or otherwise) which may be suffered or incurred or which may arise directly or indirectly in respect of the supply of the services pursuant to this document or the failure or omission of Clear Group to comply with its obligations under this document, including any loss or damage suffered by you or any other person as a result of an inability to supply or a delay in supply of the services under this document.
(b) If any applicable law or statute implies any terms or imposes any liability on Clear Group which cannot lawfully be excluded:
(i) such terms are included in or, as the case may require, such liability is not excluded by, these terms; and
(ii) the liability of Clear Group for a breach of such terms or, as the case may be, such liability will be limited, at Clear Group’s option, in any one or more of the ways permitted under such law or statute including, where so permitted:
(A) if the breach relates to goods:
(1) the replacement of those goods or the supply of equivalent goods;
(2) the repair of those goods;
(3) the payment of the cost of replacing those goods or acquiring equivalent goods; or
(4) the payment of the cost of having those goods repaired; and
(B) if the breach relates to services:
(1) the supplying of those services again; or
(2) the payment of the cost of having those services supplied again.
Without limiting clause 3(b), the liability of Clear Group under or in relation to these terms shall be limited to direct damages which shall not exceed the amount paid to Clear Group for the supply of the services that give rise to the damages. In no event will Clear Group be liable for incidental, special, or consequential damages (including lost profits) suffered by you, even if Clear Group has previously been advised of the possibility of damages.
4. INTELLECTUAL PROPERTY
4.1. Unless indicated otherwise, all intellectual property in the services is owned by Clear Group. Subject to these terms Clear Group grants to you a non-exclusive, revocable and non-transferable limited licence to view, download and use the intellectual property provided as part of the services to you.
4.2. You agree that you will not use Clear Group’s intellectual property in a way that will infringe the limited licence provided.
5.1. All defined terms in this clause are sourced from GST Law.
5.2. All Payments and calculations are inclusive of GST unless otherwise indicated.
5.3. A Recipient must pay to the Supplier any GST payable on a Taxable Supply. The Recipient must pay the GST when the Payment becomes payable or when the Supplier issues a Tax Invoice, whichever is later.
5.4. If a party (claimant) acquires a Taxable Supply for which it is entitled to reimbursement by the other party, the reimbursement amount is reduced by the Input Tax Credit to which the claimant is entitled.
5.5. The Supplier must issue an Adjustment Notice immediately it becomes aware of an Adjustment Event in respect of a Taxable Supply. Within seven (7) days after the Supplier issues an Adjustment Note:
(a) the Recipient must pay the Supplier any increase in the GST Amount;
(b) the Supplier must pay the Recipient any decrease in the GST Amount.
(a) one party (payer) must pay a GST Amount;
(b) a penalty, interest or additional tax (extra liability) is imposed in respect of the GST Amount because of default of another party (defaulter); and
(c) the payer provides to the defaulter proof of the extra liability;
the defaulter must pay the amount of the extra liability to the payer within 14 days after the payer provides that proof to the defaulter.
6. CUMULATIVE RIGHTS
The rights and remedies provided in these terms are cumulative and do not affect any rights or remedies provided by law.
7. GOVERNING LAW
7.1. These terms are governed by the law of Victoria.
7.2. The Parties irrevocably submit to the exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia in that jurisdiction, and the courts of appeal from them.