1 Services
1.1 This contract starts at the Commencement Date and continues until the End Date, unless terminated earlier under Clause 7.
1.2 CCPR will provide the Services to the Client in accordance with this Agreement and exercise the standard of care, skill and judgement that would be expected of a professional contractor experienced in the nature of the Services.
2 Invoices and Payment
2.1 CCPR will provide the Client with invoices, in arrears.
2.2 Upon receipt of a valid invoice, the Client will pay CCPR in accordance with this Agreement into the bank account nominated on the Invoice and in the Reference Schedule.
2.3 Any amount that is payable under this agreement is exclusive of GST.
3 Relationship between Parties
3.1 The relationship between the Client and CCPR is that of a client and an independent Contractor.
3.2 Nothing in this Agreement constitutes the relationship of partnership, or employer and employee, between the Client and CCPR.
3.3 CCPR has the right to perform Services for others during the Term of this Agreement, however, agrees to not perform services for a direct competitor to the Client.
3.4 CCPR has the right to hire assistant(s) as subcontractors or to use employees to provide the Services under this Agreement, however, shall maintain reasonable strategic and creative direction of the work at all times.
3.5 CCPR has the sole right to control and direct the means, manner, and method in which Services required under this Agreement will be performed, including but not limited to, the location and times in which the work is performed.
4 Intellectual Property and Confidentiality
4.1 The Client gives CCPR permission to use their logo and Intellectual Property for the sole purpose of providing the Services outlined in this agreement.
4.2 The Client retains the ownership of all content created in the provision of Services specific to their business, including but not limited to, written, video and graphic design.
4.3 Intellectual Property and copyright in all templates and documents created or provided by CCPR in the provision of Services shall remain the property of CCPR.
4.4 Both parties agree that it will not, either during this Agreement or at any time thereafter, disclose to any person Confidential Information of the other party.
4.5 CCPR retains ownership of its Media Database and is not obliged to provide a copy of individual journalists’ contact details to the Client during or at the completion of this Agreement.
4.6 The Client gives CCPR permission to collect and handle Customer Data on their behalf to fulfil the provision of Services.
5 Client’s Obligations
5.1 The Client agrees to provide all relevant information in a timely manner for CCPR to perform the Services.
5.2 The Client acknowledges that CCPR cannot, under any circumstances, guarantee media coverage or control a media outlet’s interpretation of a media release.
5.3 The Client agrees to make themselves available for scheduled media opportunities and marketing activations and to respond in a timely manner to media enquiries to enable CCPR to fulfil their Services in accordance with this Agreement. Failure to do so will impede CCPR’s ability to deliver quality results for the Client.
5.4 The Client must act in a harmonious and respectful manner and in good faith in all dealings with CCPR, its employees, contractors and agents and must not do anything that may be harmful to the reputation or interests of CCPR.
6 Use of Client’s Premises, Equipment and Wi-Fi
6.1 CCPR may use such of the Client’s Premises, its facilities and the Client’s Equipment during the Term from time to time during, and for the purpose of, providing the Services.
6.2 The Client grants to CCPR a non-exclusive licence during the Term to use the Client’s Premises, its facilities and the Client’s Equipment.
6.3 CCPR agrees to take due care and follow all legal and Client requirements in the use Client’s Premises, Equipment and Wi-Fi.
6.4 No licence or other fee, amount or charge is payable by CCPR for the use of the Client’s Premises, its facilities, or the Client’s Equipment.
6.5 The Client releases CCPR, its directors, personnel, employees, contractors and agents from any Loss that it may suffer or incur in connection with CCPR’s use of the Client’s Premises, its facilities or the Client’s Equipment.
7 Termination
7.1 Either party may terminate this Agreement by giving 30 days’ written notice to the other party.
7.2 Either party may terminate this Agreement without notice if either fails to comply with any essential term of this Agreement; commits a serious or persistent breach of this Agreement which is deemed incapable of rectification; files for bankruptcy or ceases business; or is subject to a finding of guilt for a criminal or civil offence.
7.3 Upon Termination, the Client must pay CCPR for Services provided up to the date of Termination.
7.4 At the end of Termination, and subject to all invoices for Services paid in full, CCPR must, if requested by the Client in writing, within 20 Business days of the Client’s request return any Client Property and materials that is in CCPR’s possession or control.
8 Client’s Release and Indemnity
8.1 The Client releases CCPR and its personnel, employees, contractors and agents from all Losses suffered by the Client arising from or in connection with the Services and this Agreement except the extent caused by a negligent act of CCPR.
8.2 The Client is responsible for and indemnifies CCPR, its personnel, employees, contractors and agents against all Loss suffered, sustained or incurred by CCPR personnel, employees, contractors and agents, whether during or after the Term.
9 Insurance
9.1 CCPR will hold and maintain Insurances as listed in the Reference Schedule at all times, and a copy can be provided to the Client upon request.
10 Governing Law
10.1 This Agreement is governed by the laws of the State of Queensland.
10.2 The parties agree to submit to the exclusive jurisdiction of the courts of the State of Queensland.
11 Definitions and Interpretation
11.1 In this Agreement, unless the contrary intention appears:
Business Day means Monday to Friday.
CCPR means Creative Concepts PR.
Client means the person or entity described as such in the Reference Schedule.
Client’s Equipment means the equipment located in the Client’s Premises such as office space, furniture, photocopiers, printers, stationery, internet and Wi-Fi.
Client’s Premises means any location from which the Client conducts the Client’s Business, which includes, but is not limited to, the business address listed in the Reference Schedule.
Commencement Date means the commencement date set out in the Reference Schedule.
Confidential Information in relation to a party, means any information relating to that party’s business, operations or affairs, including any information relating to pricing, products, customers, trade secrets, know how, techniques, processes, formulae, models, employees, agents, technology, computer software, agreements and arrangements with third parties, strategies, corporate or business structure and technical information.
Customer Data means any data, information, compilation or list containing personal information or other details in relation to customers which has been generated, compiled or collected prior or during the Agreement.
End Date means the end date set out in the Reference Schedule.
Excluded Services means the services set out in the Reference Schedule.
Intellectual Property includes protected rights to inventions, patents, registered designs, trademarks, copyright, circuit layouts and confidential information.
Loss includes liabilities, losses, damages (including indirect or consequential damage), expenses, claims and costs of any kind or nature, whether arising in contract or tort (including but not limited to negligence) or under statute and also includes loss of profits, revenue, anticipated savings or opportunity. It includes any other consequential, special or indirect loss or damage, fines and penalties, consultant fees and remediation costs and legal costs on a full indemnity basis.
Reference Schedule means the details listed in the PR Services Agreement.
Services means the duties and activities that CCPR agrees to provide as set out in the Reference Schedule.
