Terms and Conditions

Any engagement with Enrite will include terms specific to that engagement in addition to the standard terms found on this website.

1. Relationships

1. The relationship of Enrite (and all Consultants) to the Client will be that of independent contractor and nothing in this Agreement shall render it (nor any Consultant) an employee, worker, agent or partner of the Client and Enrite shall not hold itself out as such and shall procure that all Consultants shall not hold themselves out as such.
2. This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly Enrite shall be fully responsible for and shall indemnify the Client for and in respect of any liability arising from any income tax, national insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with either the performance of the Services (as defined in ‘The Services’ above) or any payment or benefit received by a Consultant in respect of the Services, where such recovery is not prohibited by law; and for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by a Consultant against the Client arising out of or in connection with the provision of the Services.

2. Confidential Information

1. During the course of this Agreement and in connection with the purpose of this Agreement, each Party (Enrite and Client) may be given access to information (in hardcopy and/or electronic form or verbally) concerning the other’s past, present, and future research, development, business activities, products, services, and technical knowledge, and may be identified by the disclosing Party in writing as confidential or proprietary, or may be information that could be inferred by a reasonable person as being confidential (“Confidential Information”). In addition, the terms and existence of this Agreement shall be deemed Confidential Information, unless specifically required for the provision of the Services.
2. The Confidential Information of the disclosing Party may be used by the receiving Party only in connection with the activities permitted under this Agreement.
3. Each Party agrees to protect the confidentiality of the Confidential Information of the other in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either Party exercise less than reasonable care in protecting such Confidential Information.
4. Access to the Confidential Information shall be restricted to the Parties’ personnel and consultants (including such personnel employed by affiliated entities). All Confidential Information made available hereunder, including copies thereof, shall be returned or destroyed upon the first to occur of (i) request by the disclosing Party, unless the receiving Party is otherwise allowed to retain such Confidential Information or (ii) the expiration or termination of this Agreement.
5. Nothing in this Agreement shall prohibit or limit either Party’s use of information (including, but not limited to, ideas, concepts, know-how, techniques, and methodologies) (i) previously known to it without an obligation of confidence, (ii) acquired by it from a third Party which is not, to its knowledge, under an obligation of confidence with respect to such information, or (iii) which is or becomes publicly available through no breach of this Agreement; (iv) or is disclosed by way of legal process. If either Party receives a subpoena or other validly issued administrative or judicial process demanding Confidential Information of the other Party, it shall promptly notify the other of such receipt and tender to it the defence of such demand.  The Party receiving the subpoena shall thereafter be entitled to comply with such subpoena or other process to the extent required by law. Enrite shall have the right, upon engagement by the Client for the provision of the Services, to use the Client’s name, logo, or any similar phrase or combination thereof, for advertising purposes.
6. If the Client gives Enrite personal information (as defined in the Privacy Act 1988 (Cwth)), Enrite must comply with:
   1. the Privacy Act 1988 (Cwth), the Australian Privacy Principles established under that Act and any applicable law relating to privacy; and
   2. the Client’s reasonable directions in relation to the protection of personal information, including how Enrite collects, holds, uses and discloses the information.

3. Liability

1. Neither Party will be liable for any lost profits, business interruption, damage or liability stemming from breach of this Agreement for any indirect, special, incidental or consequential damages (including loss of profits) of any kind even if advised of the possibility of such damages by a third Party regardless of the form.
2. The maximum remedy available to Client and the maximum liability of Enrite for all damages, costs and expenses is limited to the amount the Client has paid or is payable for the Client’s use of the Services in the 12 months period prior to the event giving rise to the liability. Neither Party limits its liability for death, personal injury or fraudulent misrepresentation.

4. Insurances

1. Enrite is covered by such insurance policies as a company conducting the business of Enrite may reasonably be expected to have.

5. Non-Solicitation

1. During the Contract Duration, and for a period of 2 years thereafter, neither Party shall directly or indirectly engage or employ or solicit the engagement or employment of the other Party’s employees or consultants (including the Consultant), whether for their own benefit, or for the benefit of others, without the prior written consent of the other Party.

6. Intellectual Property

1. Client shall be granted, and Enrite hereby confirms grant of, a perpetual, royalty-free, non-exclusive, non-transferable, sub-licenseable licence to use all tangible and intangible products related to the provision of the Services.  No right, title or interest in or to the products shall pass from Enrite to Client unless and until all monies owed by Client to Enrite for all Services provided to the Client have been paid in full. For the avoidance of doubt, Enrite hereby waives any intellectual property rights in such work that belong to third parties including, but not limited to, copyright, design rights (whether registered or unregistered), trademarks, and patents whether or not Enrite is aware of such rights.

7. Data Protection

1. Both parties are aware of and shall comply with their respective data protection/privacy obligations under this Agreement.

8. Premises

1. Client warrants that all Client premises, and the premises of its affiliates or its clients where Consultant will undertake Services, conforms with all applicable building law, regulations and safety requirements, including, but not limited to, fire, safety, hygiene and asbestos regulations. Enrite shall, and shall procure that the Consultant shall, comply with all reasonable standards of safety and comply with the Client’s health and safety procedures from time to time in force at the premises where the Services are provided and report to the Client any unsafe working conditions or practices, as well as comply with the Client’s security requirements and all IT policies and procedures while working at the Client’s premises.

9. Force Majeure

1. Neither Party shall be liable for failure to perform its obligations hereunder due to circumstances outside its reasonable control (including but not limited to, fires, storms, riots, strikes, disease, wars, key individuals not being available to perform the Services through death, illness or departure from the affected Party, floods, civil disturbances, terrorism, Governmental control, restriction or prohibition whether local or national).

10. Code of Business Ethics

1. Enrite shall, and shall procure that the Consultant shall, comply at all times with the spirit of the Client’s Code of Business Ethics. Breach of this clause shall be deemed a material breach of this Agreement.

11. Termination

1. This Agreement may be terminated at any time and for any reason by either Party giving the other 30 days written notice. Termination of this Agreement shall not affect the validity of the provision of any Professional Services which is ongoing at the time of termination. Such work shall continue until completed in accordance with the terms of the Professional Services. An agreement to provide Professional Services may be terminated at any time for material breach by either Party, providing the non-breaching Party has given 10 working days written notice of breach to the breaching Party, specifying in reasonable detail the nature of the breach; and the breaching Party has failed to remedy such breach within that 10-day period. On termination, Client shall be entitled to receive Services paid for but not yet received, and Enrite shall remain entitled to payment for any Services performed.

12. No Waiver

1. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

13. Full Agreement

1. This Agreement, including any associated materials, sets forth the entire understanding between the Parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof.
2. It is expressly agreed that any terms and conditions that may be attached to Client’s purchase order, whenever received by Consultant, shall be null and void and superseded in full by the terms of this Agreement.

14. Severability

1. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.  If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

15. Governing Law

1. This Agreement shall, for all purposes, be governed by and interpreted in accordance with the laws of the State of South Australia, and the Parties irrevocably submit to the exclusive jurisdiction of the State of South Australia.

16. Surviving Clauses

1. All parts of this Agreement that concern warranty, liability, intellectual property, non-solicitation and confidentiality shall survive beyond the end of this Agreement be that by way of termination or expiration.

17. Subcontractors

1. Enrite may in its reasonable discretion, with the Client’s consent, use third party contractors to perform any of its obligations hereunder.

18. Amendments to the Agreement

1. This Agreement may not be modified or amended except in writing signed by a duly authorised representative of each Party.