TERMS AND CONDITIONS
This document sets out the general terms and conditions (“General T&C”) on which we will provide the Services to you.
Unless it is terminated earlier, the arrangement to provide the Services will terminate when we have completed providing the Services to you and you have paid our Fees.
“Buzz-er.com related product” means any product that is directly accessible via buzz-er.com.
“Confidential Information” includes all information of a confidential nature regarding business interests, methodologies, processes, affairs and client/customer information. It may also include matters of a technical nature, technical processes, trade secrets, confidential strategies, marketing procedures and financial information.
“Discounted Services” means the application of a discount to EMAC’s normal hourly rates as notified by us to you. Discounts as agreed between you and EMAC may be in the form of Quotes, discounted hourly rates, daily and half-day rates, or any other method of discounting that EMAC agrees to apply to our Services for you. All applicable discounts for Services will be clearly identified on your invoices from EMAC, and will only apply up to the due date for payment as set out on the respective invoice, at which point all discounts will not apply to that invoice – see clauses 6 and 7 of General T&C.
“EMAC” means EMA Consulting Pty Ltd (ABN 17 078 829 517) and its related bodies corporate (within the meaning of the Corporations Act 2001 (Cth)).
“MyEms” means EMAC’s Employee Management System that is directly accessible via Buzz-er.
“Fees” means the fees for the Services as stated in, or calculated in accordance with, the General T&C.
“General T&C” means this document.
“General Matter” means any instruction provided by you where we reasonably consider the value of the services to be performed by EMAC to be up to $500.00 (excl GST) at the time of your instruction.
“Intellectual Property Rights” includes any rights associated with inventions, copyright, designs, trademarks, trade names, service marks, indicia of origin, business names, patents, petty patents, innovation patents and including any right to apply for any of same.
“Non-discounted Amount” means the amount due and payable by you for Services, where payment has not been received by us by the due date on the respective invoice. The Non-discounted Amount will not be affected by any agreement between you and EMAC for Discounted Services, as Discounted Services only apply, where agreed by EMAC and you pay the respective invoice by the due date on that invoice. Where applicable The Non-discounted Amount displayed as ‘Total fees inc GST’, Discounted Amount and the due date for payment will be clearly visible on all invoices provided by EMAC.
“Non-written Advice” means advice that is provided by EMAC that is not Written Advice (as defined within), which includes general advice to a group of clients, information sheets, EMA Notes, verbal advice provided at meetings, advice over the phone (including TAS) and at training or information sessions.
“Personal Information” has the meaning given to it in the Privacy Act 1988 (Cth).
“Services” means the services that are to be performed by EMAC and such other services as EMAC agrees to perform for you from time to time. Services also includes product or subscription-based services provided by EMAC, but does not include EMSpro or any other buzz-er.com related product.
“TAS” means EMAC’s Telephone Advisory Service.
“Written Advice” means advice that is provided in a written format, upon specific instruction by the client.
3. OUR SERVICES
EMAC Consultants are not legal practitioners and therefore do not provide legal services. EMAC Consultants are registered industrial agents, who, based on their experience and knowledge of employment related laws, provide practical advice and guidance on the application of those laws to employers.
EMAC provides assistance to employers in a variety of ways including: representation and advocacy, Written and Non-written Advice, training and management products. These General T&C apply to all Services provided to you upon your instruction. When you instruct us to perform Services for you, we will confirm your instructions in writing unless your instruction relates to a General Matter.
Depending on the issue you have raised, your EMAC Consultant may recommend that you obtain formal legal advice. If formal legal advice is required, upon your written instruction EMAC are happy to brief your matter to our preferred legal practitioner or another legal practitioner or law firm of your choice.
Where we are required to provide Services by way of an order or subpoena from a court, tribunal or Commission or other authorised body (‘Ordered Instruction’) that relates to a previous instruction or matter, you acknowledge and agree to this Ordered Instruction work being performed as an instruction of yours to complete the work and you acknowledge you will be invoiced at normal rates for that work. Where EMAC are instructed in accordance with this paragraph, we will take all reasonable steps to inform you as soon as reasonably practicable of the Ordered Instruction.
4. ADVICE PROVIDED BY EMAC
Any advice provided by EMAC is based on the information and documentation in our possession at the time that the advice is issued. We are not under any obligation to update any advice to take into account any events that occur or information that is provided after the advice is issued.
It is extremely important that at all times you provide to us, or make us aware of, any documents or information that may relate to your matter. This includes documents that are no longer in your possession. If you become aware of further information or documentation that may affect the advice we have been instructed to provide, please notify your Consultant immediately as it may affect our opinion.
You acknowledge that any Non-written Advice provided to you by EMAC is general in nature and is not considered formal advice and nor should it be relied upon as such. EMAC Consultants, in providing Non-written Advice often provide a general overview of the relevant workplace relations laws that may be applicable to your situation. The purpose of the Non-written Advice is to provide you with direction and sometimes further resources or information that you can then research and apply to your situation, or alternatively, with sufficient information to determine if you seek Written Advice on the matter. Such advice is based on the limited facts that you provide to us in that circumstance.
5. TELEPHONE ADVISORY SERVICE
Any advice provided by EMAC Consultants through the TAS is Non-written Advice, therefore not formal advice and nor should it be relied upon
The TAS is limited to telephone advice of up to 15 minutes duration per issue. TAS cannot be used for existing matters which EMAC have been instructed, nor matters which TAS has previously been used for.
During your phone conversation, the EMAC Consultant will advise you if:
• discussion of your issue goes beyond the 15 minute limit and will attract a consulting fee; or
• the issue you have raised is complex and requires formal consulting advice.
In such circumstances, any further information that you require will be billed in accordance with the EMAC Schedule of Rates. In some cases, it may be necessary for the EMAC Consultant to conduct some further research into an issue and then call you back. This will fall within the scope of the TAS provided that research into the issue raised does not reasonably require more than 15 minutes work.
EMAC Fees are calculated on the basis of time spent on the Services by our Consultants in accordance with the hourly rates current at the time the Services are performed. Our fees are calculated by multiplying a unit of 6 minutes duration by the hourly rate applicable to the person doing the work. The minimum time period of 1 unit is 6 minutes. A current Schedule of Rates is included below. The Schedule of Rates is reviewed on an annual basis.
In special circumstances, we may offer Discounted Services to you. This will be agreed with you prior to invoicing and displayed clearly as a discount line on the invoice, where applicable. The discount will only apply if the invoice is paid within the agreed Terms of Payment as set out on the respective invoice.
We do not charge for disbursements such as photocopying and faxing but we do charge for couriers.
If we incur expenses on your behalf such as travel and accommodation, such expenses will be clearly indicated on your tax invoice.
Unless otherwise stated, any total quantum of fees provided in any correspondence provided to you is an indicative estimate only based upon the preliminary information provided by you and our experience with providing similar Services. Unless expressly stated, any fees quoted are not fixed and EMAC reserves the right to render invoices based upon the actual time taken to provide the Services.
7. TERMS OF PAYMENT
An itemised tax invoice containing details of our Fees and expenses (including GST) will be sent to you on a monthly basis. Unless agreed with you in writing prior to the Services being performed, tax invoices are payable within 14 days of receipt of the invoice.
If you have difficulty in paying an account within the 14 day time period, please contact us to discuss the matter so that alternative arrangements can be made for payment as appropriate.
If an invoice is not paid by the due date as set out on the respective invoice, effective immediately, the amount due and payable will revert to the Non-discounted Amount as set out on the invoice. In addition, we reserve the right to apply an overdue interest amount at an annual rate of 2%, calculated daily, over the Reserve Bank of Australia cash rate ruling on the date the invoice is due.
EMAC reserves the right to cease acting for you, or to suspend work, in the event that an account is not paid within the agreed time. You agree to pay any debt collectors expenses that are incurred by EMAC in recovering any amounts owed by you to EMAC for the Services.
8. ENGAGEMENT OF OTHER ADVISORS
In the event that we need to use the services of other advisors (eg lawyers, facilitators, etc), we will ensure that you are consulted prior to such advisors being engaged. Where appropriate, we may ask you to enter into a costs agreement directly with them.
9. CONFIDENTIAL INFORMATION
We acknowledge that we will be provided with Confidential Information in relation to your business which is not in the public domain.
We agree that we will not provide such Confidential Information to any other person or company unless you authorise us to do so in writing, unless such disclosure is required by law. You authorise us to disclose your information to others where necessary in order to provide the Services. EMAC will not use the information for its own benefit or to your disadvantage.
10. PERSONAL INFORMATION AND PRIVACY
11. INTELLECTUAL PROPERTY
Unless we agree otherwise in advance, EMAC owns all Intellectual Property Rights in any materials that we develop for you (including templates, policies and procedures). Such materials must not be provided to or used by any other party outside of your business without the consent of EMAC.
12. ELECTRONIC COMMUNICATION
EMAC will often send communications to you in electronic format. Electronically transmitted information cannot be guaranteed to be secure or error free and it can be adversely affected or unsafe to use. EMAC uses commercially reasonable procedures in order to identify common viruses associated with electronic communications, but is not liable to you in respect to any error or omission arising from or in connection with the electronic communication of information sent to you.
13. OFFERING EMPLOYMENT TO CONSULTANTS
In the event that you offer employment to an EMAC Consultant and he/she accepts that offer and commences with you within sixteen (16) weeks of ending employment with EMAC (‘Post EMAC Period’), or receives any financial benefit or remuneration from you, or someone on your behalf, for the Post EMAC Period, a compensation fee of 50% of the Consultant’s total annual remuneration package with you will apply. This fee will become payable to us within four (4) weeks of the Consultant’s commencement date with you. This fee will not apply where there is a prior written agreement (being a date before the Consultant accepts employment with you) between you and EMAC.
The compensation fee of 50% represents not only the cost to EMAC in recruiting the Consultant, but also the cost in time and resources in developing the Consultant to a high level of industry quality and standards in a specialized area of knowledge and practice.
14. LIMITATION OF LIABILITY
To the extent that EMAC has any liability to you at law, the total liability of EMAC, its Directors, officers, employees or Consultants to you or any other person claiming through you for any cost, loss, liability or damage arising out of any of the Services provided by EMAC is limited to an amount equal to the value of the Services already performed as at the date that the liability arose or the minimum amount permitted by law per claim or series of claims arising from one incident, whichever is the greater.
EMAC shall not be liable to you for:
• any consequential or indirect loss, loss of business, loss of profits or loss of opportunity
• the acts or omissions of other contractors or consultants engaged by you (including those engaged by EMAC as agent for you upon your written request)
• any alterations or additions to the Services made without the express approval of EMAC;
• the accuracy of the cost and time estimates; or
• any loss, damage or claim to the extent that such loss, damage or claim was caused or contributed to by you or your employees, agents, consultants or contractors.
Either of us may terminate the arrangement to provide the Services:
• at any time by giving the other 30 days’ written notice;
• immediately if the other party becomes insolvent, is unable to pay all of its debts as and when they become due and payable, suspends payment of such debts or otherwise ceases to carry on business;
• immediately if the other commits any material breach of these General T&C that is either incapable of being remedied within 14 days of receipt of a notice requiring the breach to be remedied.
In addition, we may terminate the arrangement to provide you the Services on 7 days’ notice if you fail to meet your obligation to pay the Fees within the terms of payment prescribed at clause 7 or fail to provide us with adequate information or instructions.
If the arrangement to provide the Services is terminated, you agree:
• to pay us the Fees for any work we have done, Services performed and any expenses we have incurred up until the date of termination; and
• that the termination does not affect any of the accrued rights of either party or any provision of these General T&C that continue to apply.
16. SURVIVING TERMS
The provisions of these General T&C that will survive termination of the arrangement to provide Services are those relating to Confidential Information, Personal Information and Privacy, Intellectual Property, Offering Employment to Consultants and Limitation of Liability.
17. WHOLE OF AGREEMENT
The provisions of these General T&C constitute the entire agreement between the parties relating to the Services generally. It replaces and supersedes any previous proposals, correspondence, understandings or other communications, whether written or oral. The terms of the agreement between the parties can only be varied by written agreement between the parties.
18. GOVERNING LAW
The provisions of these General T&C are governed by the Law of South Australia. Each party submits to the exclusive jurisdiction of the courts of South Australia and courts of appeal from them.
19. SCHEDULE OF RATES
We do not charge for disbursements such as photocopying and faxing but we do charge for couriers. If we incur expenses on your behalf such as travel and accommodation, such expenses will be clearly indicated on your tax invoice. Unless otherwise stated, any total quantum of fees provided in any correspondence provided to you is an indicative estimate only based upon the preliminary information provided by you and our experience with providing similar Services. Unless expressly stated, any fees quoted are not fixed and EMAC reserves the right to render invoices based upon the actual time taken to provide the Services.
EMA Consulting will issue a Tax Invoice that complies with all ATO requirements.
This schedule of rates is updated annually on 1st July.
HOURLY RATE EXC GST
HOURLY RATE EXC GST