The following are our standard terms and conditions of engagement, intended for use with non-Government and non-Corporate clients.
Most business people appreciate ‘no surprises’ when entering a business relationship. So, we’re up-front about what you can expect from our working relationship. These terms and conditions are part of the contract you enter into when you engage Asura Group. Please read them carefully, and let us know if you have any questions.
In these terms and conditions ‘you’ are the client (including your employees and agents) and ‘we’, ‘us’ or ‘our’ is Asura Group (including our employees and agents).
1. Scope of Services
We prefer to give you maximum visibility and control over your costs. We always like to start a project with clear and agreed outcomes, timeframes and budgets.
Although we may have offered a standard hourly rate and in most cases will be working to an overall strategy, we will ensure clear tasking and associate any deliverables with a budget and milestones.
- If working to an agreed schedule of rates on a time and materials arrangement, we will use an agreed tasking system to identify individual pieces of work and assign and track an associated effort estimate.
- If the allocated budget is to be exceeded we will raise this with you and agree on whether the budget allocation will be increased or the scope of work reduced.
- If working to a fixed price, our agreement will be based on a signed proposal that specifies a scope of work.
- If working on a retainer basis, we will have an agreed role statement included in our retainer agreement.
- If we need to travel on your behalf, we will agree travel and accommodation costs prior to travelling.
2. Effective Use of Time
When we are delivering a project, we want to eliminate ‘dead time’, such as chasing up responses to emails. This time doesn’t benefit either of us, and is a direct cost to our businesses.
Additional effort that will not be specifically defined in the work agreement but will be billed at our agreed standard rate includes:
- Additional face-to-face meetings at your request. There will not be any additional charge for face-to-face meetings that we request.
- Liaison and administration time for making changes to the project scope
- Waiting time where you’re more than 15 minutes late for an appointment
- The scheduled time where you miss an appointment or reschedule with less than 24 hours’ notice
- Liaison time or re-familiarisation time where we don’t receive information from you within the agreed time.
- Liaison time or re-familiarisation time where the project completion date is delayed by more than 1 month (and where we have not directly caused that delay).
How we’ll work with you to keep the project on track.
- We’ll endeavour to deliver all work by the agreed deadline – or before. However, circumstances beyond our control – including major illness or family emergencies – may prevent us from getting work to you on time. We’ll inform you within two business days if any such events happen. We’ll also work with you to minimise the impact on the project delivery.
- Unless we agree otherwise, you’ll provide feedback or information within seven business days of our request.
- We’ll allocate time to work on this project for the periods indicated in the project plan. If we are unable to complete work at these times because we have not received information from you, we will continue the project at the next opportunity. This may affect the overall project delivery time.
- If a response or information from you is delayed by more than 21 business days, we may consider the project complete and invoice you for all work completed up to that date. Unless we’ve agreed otherwise, we’ll cost the work completed using a pro-rata rate against the total project cost.
Please pay on time.
- For time-and-material projects and retainer arrangements we will bill the amounts accrued in any given month at the end of that month, unless we agree in writing to a different payment schedule.
- For fixed price projects our payment schedule will be supplied in our written proposal.
- If we purchase goods or services on your behalf, we will add a 5% margin when we pass those costs on to you.
- Invoices must be paid within 14 calendar days of invoice date unless you negotiate a different arrangement with us before entering into the contract. We may add a 10% charge for late payment.
- If we decide to get help from a third party organisation to recover a debt, you are also responsible for paying any additional costs involved in recovering that debt, including legal expenses.
5. Intellectual property
We’re creating something valuable for you. This section describes how you gain ownership of the end-product – and how we refer to it in our marketing or training.
- You gain full intellectual property rights in the content when we receive complete final payment. Until then, we retain intellectual property in the version of content that we have written or edited.
- We reserve the right to refer to this project and your business name, and to use your logo and content for promotional or educational purposes. Whenever we do this, we’ll attribute it to you.
Keeping your trust – even when the project’s finished.
- If we’ve signed a separate non-disclosure or confidentiality agreement with you, then that agreement will apply instead of this Part.
- We won’t disclose any information that you indicate is confidential.
- You won’t disclose any information about our pricing structure.
- You won’t pass on proposals or project documents to third parties without our written consent.
We both value our staff and trusted supplier networks. We will respect each others business relationships.
Whilst we have an active business relationship (ie an agreement to provide services is in place) and for a period of 6 months after the completion of any works:
- You will not approach our staff or subcontractors and ask them to work for you directly.
- We will not approach your staff or subcontractors and ask them to work to us directly.
- We will ensure you give prior approval if we communicate with any of your staff, suppliers or customers on your behalf.
8. Exclusion of liability
Part of our ‘no surprises’ approach is covering foreseeable risks.
- We’ll endeavour to make sure that our work doesn’t infringe on any copyright or other right of a third party.
- However, we aren’t liable to you, or any third party, for damages, including lost profits, lost savings, complaints, claims, litigation or other incidental, consequential or special damages that arise from our work for this project.
- You are responsible for checking the factual accuracy of any publishable content produced by us.
- We take pride in the quality of our work and check it carefully. However, we don’t guarantee that our work is free from errors. You are responsible for final approval.
- When we offer you advice, it is your decision as to whether to accept and implement that advice.
9. Disputed terms
What happens if this contract’s legality is disputed.
If any part of this contract is deemed to be unlawful, void or unenforceable, then that part will be severed from this contract. Severing that part won’t affect the validity or enforceability of the rest of this contract.
Keeping in touch when your project is finished