Consulting Terms and Conditions - Asia Apparel Sourcing

Consulting Terms and Conditions

We offer consulting services to individuals and businesses seeking assistance in navigating the apparel manufacturing landscape in Asia.

These Consulting Terms and Conditions and any scope of work we agree with you (this Agreement) sets out the terms and conditions that apply to the consulting services and any additional services that we provide you (the Services).

This Agreement commences on the earlier of: (a) the date on which you instruct us to provide you with Services; and (b) the date on which you purchase the Services (Commencement Date).

Consulting services
1. We agree to provide, and you agree to acquire, our consulting services on the terms and conditions set out in this Agreement.
2. The scope of our consulting services will be set out in a scope of work agreed with you in writing (and may be known as a “package”) and may comprise of:
  1. discovery – holding an initial video- or tele-conference to develop an understanding of your apparel manufacturing needs;
  2. manufacturing advice – advising you on the manufacturing process and proposing solutions to address your apparel manufacturing needs;
  3. financial analysis – considering your existing apparel manufacturing process and costs structures;
  4. sourcing – identifying suppliers who can provide you with apparel manufacturing solutions; and
  5. execution – assisting you to develop orders and review samples and acting on your behalf to make requests for quotations from suppliers and place apparel manufacturing orders.
3. Prior to the commencement of the consulting services, you must agree a scope of work with us in writing. If you instruct us to provide any Services to you without having agreed a scope of work in writing, such Services will amount to an additional service under clause 2.
Additional services
1. On your request, we may agree to provide additional services to you on the terms and conditions of this Agreement including but not limited to:
  1. any other services provided to you without being agreed to as consulting services in a written scope of work;
  2. advice in relation to sourcing, developing and/or licensing designs; and/or
  3. general marketing and/or branding assistance including assisting you to develop a brand or concept.
2. The scope of work for any additional services may be agreed as and when you make a request for such services.
Our obligations
1. We agree to:
  1. comply with all reasonable directions provided by you in relation to the Services to be provided under an agreed scope of work; and
  2. perform the Services to the standard of skill, care and diligence expected of a skilled and competent professional practising in the particular fields relevant to the Services.
Your obligations
1. You agree to:
  1. provide us with all reasonable instructions and information in a timely, efficient and complete manner as required to provide the Services; and
  2. ensure you and your staff and representatives take all reasonable steps to enable us to perform the Services.
Acceptance of deliverables
1. Subject to clause 5.2, where our Services include providing you with a document, report or other deliverable (deliverable), we must allow you to review and accept the deliverable we produce as part of the Services.
2. You are deemed to have accepted a deliverable as conforming with any applicable scope of work unless you provide us with written notice setting out the reasons why the deliverable does not conform within 10 business days of your receipt of the deliverable.
3. Our scope of work in relation to all deliverables is limited to preparing an initial draft of the deliverable and preparing one revision.
Changes to Services
1. At any time, you may make a written request to us to change the agreed scope of work applicable to the Service. We may agree or, acting reasonably, decline a change request under this clause 6.1 at our discretion.
2. We must promptly notify you of any change which is required to an agreed scope of work applicable to the Services to the extent we become aware that the information or instructions you provide us contains an ambiguity, error, omission, discrepancy or inconsistency or is otherwise insufficient to enable us to perform the Services.
3. If we ask you to provide further information to enable us to provide the Services, but you do not respond within 20 business days of our request, we may notify you of, and you agree to, a change to the agreed scope of work applicable to the Services to comprise of the work completed for you up to the date of our notice.
4. We are entitled to an adjustment to our fees and/or time for performing the Services in relation to any change agreed or required under clause 6.1 to 6.3. Unless otherwise agreed, this adjustment will be at our standard hourly rates calculated in accordance with clause 7.2.
Fees, expenses and payment
1. In consideration of the Services we provide you, you agree to pay us:
  1. the fees we agree with you in writing as applicable to the Services;
  2. where the fees for our Services have not been agreed in writing, fees calculated in accordance with our standard hourly rates (clause 7.2).

For the avoidance of doubt, where a written scope of work only sets out fees applicable to part of the agreed Services, our standard hourly rates will apply to the other part or parts.

Where fees are payable to us in accordance with our standard hourly rates, the amount of fees payable will be calculated by reference to the number of hours our officers, staff and/or contractors take to complete the work (rounded to 1 decimal point) multiplied by our standard hourly rates notified to you from time to time (in absence of any such notification, the hourly rate of $299.00 applies (GST exclusive)).
Subject to clause 7.4, you agree that our fees become payable:
1. as agreed with us in any scope of work; or
2. if a scope of work does not set out when fees become payable:
  1. 50% of our quoted fees are immediately payable on your providing instructions to proceed; and
  2. the remaining balance of applicable fees are payable on our completion of the relevant scope of work.
Despite clause 7.3, any fees which are incurred by you in accordance with our standard hourly rates (under clause 7.2) are payable on being incurred.
In addition to our fees, we may also charge you for expenses which are required to provide the Services (disbursements), but only with your prior consent. Disbursements are payable on being incurred.
All fees and disbursements payable under this Agreement are due within 10 business days of our providing an invoice to you.
You must pay interest on overdue payments under this Agreement at the prevailing penalty interest rate under section 2 of the Penalty Interest Rate Act 1983 (Vic) or successor legislation.
Where GST (as GST is defined by A New Tax System (Goods and Services Tax) Act 1999 (Cth)) is applicable to any amounts payable under this Agreement:
1. you must pay us the applicable GST; and
2. we must provide you with a valid tax invoice.
For the avoidance of doubt, any amounts stated in this Agreement are GST exclusive unless stated otherwise.

Commissions
1. If you place an order with one of our suppliers, you acknowledge and agree that we may be entitled to receive a commission from that supplier.
2. You agree to provide us with all reasonably required information and assistance to enable us to reconcile the commissions paid to us by our suppliers, as soon as practicable but within 10 business days of our request.
Term and Termination
1. Subject to clause 9.10 and 9.11, this Agreement commences on the Commencement Date and remains in effect until:
  1. the completion of Services under this Agreement; or
  2. termination in accordance with this clause 9.
2. This Agreement may be terminated at any time:
  1. by mutual agreement; or
  2. by you for any reason after providing us with reasonable written notice.
3. We may terminate this Agreement immediately where We have not received payment of an invoice under this Agreement by the due date.
4. This Agreement may be terminated by either of us for breach of this Agreement by giving written notice to the other party of termination which sets out details of the relevant breach.
5. Termination is effective under clause 9.4:
  1. if the breach is capable of being, but is not, remedied – on the expiry of 10 Business Days of written notice under clause 9.4; or
  2. if the breach is incapable of being remedied – immediately.
6. If this Agreement is terminated under clause 9.2 or 9.3, or under clause 9.4 due to your breach, you must pay us:
  1. proportionate fees for any Services wholly or partly completed prior to the date of termination as reasonably determined by us;
  2. all disbursements incurred by us prior to the date of termination which would have been payable had this Agreement not been terminated; and
  3. any costs and expenses reasonably incurred by us by reason of termination; but
  4. no amount payable under subclauses 9.6(a) and 9.6(b) may exceed the amount that would have paid to us had this Agreement been completely performed.

Amounts payable under this clause 9.6 are immediately due when payable.

We may terminate this Agreement at any time without cause by providing you with written notice.
We must refund amounts paid by you pursuant to an uncompleted scope of work within 10 business days where this Agreement is terminated under:
1. clause 9.7; or
2. clause 9.4 due to our breach, but only to the extent that such payment is not attributable to a completed portion of the scope of work.
We must deliver to you all deliverables (including partially completed deliverable) which on completion would have been deliverables, on early termination under:
1. clause 9.2 but only following payment under clause 9.6;
2. under clause 9.4 where termination is due to our breach;
3. under clause 9.7.
The parties to this Agreement (you and us) agree that in the event that this Agreement terminates, and you agree to acquire and we agree to provide further consulting services or additional services, this Agreement will apply to those services unless the parties otherwise agree.
The following clauses survive termination of the Agreement: 7.7 (interest), 9.10 (recommencement), 10 (liability and indemnity), 11 (confidentiality),12 (intellectual property rights).

Liability and indemnity
1. To the extent permitted by law, you agree that:
  1. our liability to you for any loss, damage, cost, expense or liability incurred in connection with this Agreement is limited to amounts paid by you under this Agreement;
  2. our liability is further limited and we have no liability to you whatsoever for any indirect loss incurred in connection with this Agreement;
  3. while we use best endeavours to ensure Services are provided promptly, we are not liable to you for any loss you may suffer due a delay in providing Services;
  4. while our we may discuss financial and legal matters with you, we do not provide financial, accounting or legal advice and we encourage you to seek the appropriate professional advice wherever required – we have no liability to you for any loss you may suffer due to any advice we provide you which relates to a financial, accounting or legal matter;
  5. while we strive to provide accurate and valuable services, we cannot guarantee you specific outcomes or results – you acknowledge that the apparel manufacturing industry is complex and dynamic, and factors beyond our control may influence the success of your journey with suppliers; and
  6. we are not liable in respect of any deliverables which we have provided under clause 9.9 (early termination).
2. To the extent permitted by law, you indemnify us from and against all liability, losses, damages, costs and expenses (including legal expenses) arising directly or indirectly to any third party as a result of or in connection with:
  1. any information, documents or designs you supplied to us or modified in connection with any of the Services; and
  2. your or any third party’s use of any deliverable.
Confidentiality
1. The parties to this Agreement (you and us) must treat as confidential:
  1. any information that you or we specify in writing as confidential; and
  2. all other information which of its nature is confidential or which we ought reasonably to know is confidential.
2. The obligation of confidentiality does not apply to the extent:
  1. that the information is in the public domain otherwise than as a result of a breach of this Agreement;
  2. disclosure is required by law;
  3. disclosure is necessary to procure goods or services in connection with the Services, provided that the recipient of the information is also subject to an obligation of confidentiality; or
  4. disclosure is agreed in writing by the parties.
3. You must not distribute or publish (or enable others to publish) any deliverable without our prior written consent.
Intellectual property
1. You license to us such intellectual property rights in any information, document or design you provide us as is necessary to enable us to perform the Services in accordance with this Agreement on a non-exclusive, royalty-free, non-transferable basis.
2. Subject to clause 12.7, we license to you such intellectual property rights in any deliverable we provide you as is necessary to achieve the purpose of the deliverable as set out in the relevant agreed scope of work.
3. We retain any intellectual property rights we create in performing the Services and in the deliverables.
4. All pre-existing intellectual property rights in any intellectual property used in connection with the Services remains the property of the owner or its licensors.
5. We must not infringe any intellectual property rights in performing the Services.
6. You must not infringe any intellectual property rights in providing us with any information or document in connection with the Services.
7. Our deliverables may contain intellectual property which is subject to the intellectual property rights of a third party creator. You agree to procure, or ensure you hold, an appropriate licence from a third party creator for any use of any intellectual property outside of a deliverable or beyond the purpose of that deliverable you have agreed with us.
8. On request, we must be attributed as the author of a deliverable created by us unless it is unreasonable or impractical.
9. Any and all licences granted under clause 12.2 are:
  1. revoked on termination under clauses 9.3 (non payment) and 9.4 – where termination is due to your breach; and/or
  2. suspended during the period where any fees are payable under clause 9.6 but remain unpaid.
General
1. The parties to this Agreement (you and us) agree that this Agreement may only be varied by the parties in writing.
2. In any conflict between this Agreement and an agreed scope of work, the scope of work prevails.
3. Unless you instruct otherwise, you agree that we may employ or engage others to perform some or all of the Services. Unless otherwise agreed, we remain responsible for the Services provided by any employee or other person we engage.
4. Where you are a company or another entity, you agree that we are able to take instructions from any representative of that entity unless you instruct otherwise in writing.
5. The terms of this Agreement are governed by and construed under with the laws of the state of Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts in the state of Victoria, Australia in relation to any legal action or proceedings arising out of or in connection with this Agreement.
6. Where the person entering into this Agreement acts on behalf of a company or another entity, this person agrees and personally warrants that they are duly authorised by that entity to enter into this Agreement.
7. All notices under this Agreement must be in writing, addressed to the recipient and delivered to the recipient’s ordinary email address as notified by either party in writing or delivered to the recipient’s registered address or principal place of business.
Defined terms

In this Agreement, unless the context otherwise requires, the following words have the corresponding meanings:

business day means any day on which banks in the State of Victoria are open for general banking business, other than a Saturday, Sunday or public holiday in the State.
Intellectual property rights means any statutory and other proprietary right in respect of inventions, innovations, patents, utility models, designs, circuit layouts, mask rights, copyright (including future copyright), confidential information, trade secrets, know-how, trademarks and any other right in respect of intellectual property.
We, us or our means Asia Apparel Sourcing Pty Ltd (ABN 57 674 373 276).
You or your means:
1. if you enter into this Agreement on your own behalf – you, personally; or
2. if you enter into this Agreement on behalf of a company or entity – that company or entity;

determined by the details you provided when entering this Agreement.