Retainer Policy & Costs Agreement
Thank you for choosing to retain Effective Workplace Solutions (EWS) to provide workplace and employment advice and representation for your business. We will provide our Services on the terms and conditions as outlined in this policy and agreement (Agreement).
Note: EWS reserves the right to exclude representation from this retainer for any matter where the Client has expressly ignored and/or not followed the advice provided or failed to seek advice in the first instance.
This agreement is between you and Effective Workplace Solutions ABN 38 561 489 927 of PO Box 222, Pottsville NSW 2489 (EWS).
Confidential Information means any information provided by the Client to EWS in confidence under this Agreement for the purposes of undertaking Services to the Client.
Costs Agreement means this Agreement that the Client has entered into with EWS for the provision of Services under the retainer package you selected for a 12-month fixed period.
Effective Date means the first day this Agreement starts with EWS. The Retainer period will commence on the first day of the next month after the Agreement is signed.
End Date means the date this Agreement expires with EWS.
Office shall mean Pottsville NSW.
Services means any work required to be undertaken by EWS as instructed by the Client within the limitations of the selected retainer package.
3. Terms of the Agreement
This Agreement is for a 12-month period from the Effective Date.
4. Services to be Provided
In consideration for the Services provided by EWS to the Client pursuant to this Agreement shall include any available Service under the retainer package for which the Client wishes to engage, provided they have available hours in the retainer bank, based on the agreed set allocated amount of hours per month.
EWS will charge the Client an annual subscription fee (billed on monthly basis) for Services to be provided under the selected retainer package for the term of this Agreement (see clause 3 above).
This fee is based on the Client utilising Services under the selected retainer package within the stated monthly hours amount.
If the Client exceeds their available monthly hours, the Client will be advised by EWS and any further consulting work required to be performed by EWS will be discussed with the Client. In the event EWS is required to carry out additional consulting Services, EWS shall, unless otherwise agreed in writing, bill in 15-minute increments and at the general hourly rate of $300.00, including GST.
No further work will commence until authorisation has been received by the Client verbally or in writing.
Payment Terms and Method
Payment of Services under the selected retainer package in respect of this Agreement will be made in the following way:
Pay the amount per month according to the selected retainer in advance for a total of 12 months on a monthly basis billed prior to the 1st of each month within the 12-month retainer period.
Payment will be made via Eway using the credit card details provided by the Client to EWS. Each monthly payment will be via automatic direct debit prior to the 1st day of each month.
Any fees and expenses shall be invoiced either upon a monthly basis, or upon completion of any of the EWS Services or additional Services. All fees shall be payable in cleared funds within 7 days from the date of the invoice.
Failure to pay fees before the Effective Date of the Agreement will result in no work being carried out by EWS to the Client and may result in a cancellation of the Agreement in accordance with the provisions in clause 19 (see clause 19 below).
Where applicable, GST is payable on EWS professional fees and expenses and will be clearly shown on all EWS tax invoices. By accepting these terms, the Client agrees to pay EWS an amount equivalent to the GST imposed on these charges.
8. Late Payment Fees
If a monthly direct debit is unsuccessful, the Client will be informed and will need to arrange payment within 48 hours. Interest will be charged at 10% accruing on a daily basis on any amounts unpaid after the expiry of 30 days after a direct debit has been attempted. EWS reserves the right to pass on any additional fees and charges that are payable by EWS as a result of the failed payment.
9. Recovery of Costs
In the event that an EWS tax invoice remains unpaid for a period of more than 60 days, EWS reserves its right to commence legal proceedings to recover the monies without further notice to the Client. EWS also reserves the right to seek a costs order against a Client to recover any legal costs incurred in pursuing the matter.
10. Additional Expenses
EWS may incur additional expenses on the Client’s behalf, which the Client may be required to pay. Examples of such additional expenses could include travel costs, accommodation, courier fees, document retention fees, service fees, conduct money for subpoenas, court costs and transcript costs. The Client shall reimburse EWS within seven (7) days after receipt of an itemised statement for the additional expenses that are attributable directly to the Services performed under this Agreement. However, the Client shall be advised of these costs prior to incurring the additional costs.
11. Client Responsibilities
The Client acknowledges that EWS is not an employee, rather an outsourced consultancy company that provides advice and undertakes Services required by the Client. EWS expresses certain requirements from a Client that includes providing EWS with clear communication and instructions for the Services to be undertaken and provide a reasonable time frame for those Services to be undertaken. Reasonable notice for meetings is also expected and to respond to EWS in a reasonable time frame.
12. Rollover of Unused Hours
To ensure that the Client receives the most value from their retainer agreement, we have provided the Client with a lengthy window of opportunity to use their retainer hours. After the end of each relevant month, the Client has a comfortable 8-week window to utilise the unused accrued hours. This means the Client can access these unused hours for a total period of 12 weeks, starting from the date they become available.
It is important to note that at the conclusion of the retainer period (12-month agreement period), any unused hours will expire, unless the retainer agreement is seamlessly rolled over into a new 12-month period. To make this process as smooth as possible, the EWS team will reach out to the Client approximately 8 weeks before the end of their current retainer period. This gives EWS the chance to discuss the option of rolling over the retainer and to remind the Client of the potential expiration of any unused hours.
13. Onsite days for Platinum and Gold Client Retainer Packages
There are certain provisions contained within the Platinum and Gold Client Retainer Packages that the Client must observe in relation to onsite days:
Specific to Platinum Client Retainer Package Clients, onsite days with the Client must be pre-booked in three (3) month increments at each stage of the Client Retainer. EWS will contact the Client once the three (3) month block is close to expiring in order to prebook a further three (3) months of onsite days.
Specific to Gold Client Retainer Package Clients, onsite days with the Client must be pre-booked for each quarter in advance at each stage of the Client Retainer. EWS will contact the Client to make these bookings.
The onsite days may be adjusted providing it is suitable to both EWS and the Client. Reasons for change in onsite days may include, but are not limited to, EWS or the Client are unavailable, or EWS Consultant is unwell. EWS will make every effort to ensure consistency and make available the same EWS Consultant at all times unless there are reasons beyond EWS’s control.
Where travel or accommodation has been booked, onsite days may not be able to be changed.
Should changes be able to be made, the onsite day may be rolled over to the next month or quarter.
For Clients outside the 150km radius from EWS’ business address, EWS reserves the right to bank the onsite day’s time and carry out one (1) or two (2) day blocks. This will be discussed with the Client prior to any arrangements being made and consent will be required from the Client either verbally or in writing.
Note: EWS reserves the right to book an onsite retainer day’s visit (if applicable under the relevant retainer package) to occur in conjunction with the onsite training if the onsite visit has not already occurred that month or quarter.
14. Training Workshops and Travel-Related Expenses
If the Client is more than 100kms but less than 200kms from EWS’s office, a minimum of two (2) training workshops must be booked and one (1) unit of time will be deducted from the current monthly retainer for accommodation costs. Alternatively, the Client will be charged a fixed amount of $200.00 for accommodation costs if there are insufficient hours for that relevant monthly retainer.
If the Client is more than 200kms but less than 400kms from the office you must book a minimum of 4 workshops to be delivered concurrently and 2 units of time is deducted from the retainer bank for accommodation, or a $200 accommodation charge is payable per night onsite or travelling to and from the client if there are insufficient hours in the bank.
Note: EWS reserves the right to book an onsite retainer day visit (if applicable under the relevant retainer package) to occur in conjunction with the onsite training if the onsite visit has not already occurred that month or quarter.
15. Upgrade of Client Retainer Package
If a Client expresses an interest to upgrade their client retainer package (if applicable), EWS will communicate with the Client to detail the extra costs involved and a separate invoice will be issued to the Client.
An upgrade can occur within the 12-month period of the current Agreement.
16. Renewal of Client Retainer Package
Upon expiry of the 12-month Agreement, a new Agreement will be sent to the Client for renewal and acceptance. A discussion may take place between EWS and the Client if there is a need to upgrade the Client’s current client retainer package (if applicable) at the request of the Client.
17. Retention of Documents
The authority does not relate to any documents which are deposited in safe custody which will, subject to agreement, be retained on the Client’s behalf indefinitely. EWS is entitled to retain Client documents while there is money owing to EWS for its costs.
The Client will be liable for the cost of storing and retrieving documents in storage and EWS’ professional fees in connection with this.
18. Termination by EWS
EWS may cease to act for the Client or refuse to perform further Services, including:
While any EWS tax invoices remain unpaid for a period of excess of 60 days;
If the Client does not, within seven (7) days, comply with any request to pay an amount in respect of disbursements or future costs;
If the Client fails to provide EWS with clear and timely instructions to enable EWS to advance the Client’s matter, for example, compromising EWS’ ability to comply with Court directions, orders or practice notes;
If the Client refuses to accept EWS’ advice;
If the Client indicates to EWS, or EWS forms the view, that the Client has lost confidence in EWS;
If there are any ethical grounds which requires EWS to cease acting for the Client, for example a conflict of interest;
For any other reason outside EWS’ control which has the effect of compromising EWS’ ability to perform the Services required within the required timeframe;
If, in EWS’ sole discretion, EWS considers it is no longer appropriate to act for the Client; or
For just cause.
EWS may terminate the retainer Services by providing 30 days’ written notice.
The Client will be liable to pay for the retainer up to and including the final day of service.
The Client will also be required to pay any costs incurred by EWS up to the date of termination (including if the matter is litigious, any cancellation fees or other fees such as hearing allocation fees for which EWS remains responsible).
19. Termination by the Client
The Client may terminate EWS Services by written notice, by providing not less than 30 days written notice.
In the event that the Client terminates any instructions or agreement before the completion of the EWS Services or additional Services then the Client will be liable to pay to for the remaining period of the 12-month Agreement in full at the time of cancellation. EWS will issue an invoice for the remainder of the 12-month balance of fees payable upon receipt of the notice from the Client. There are strictly no refunds or fee reimbursement within the 12-month Agreement.
The Client will also be required to pay any costs incurred by EWS up to the date of termination (including if the matter is litigious, any cancellation fees, or other fees such as hearing allocation fees for which EWS remains responsible).
EWS shall not be liable under any circumstances, for any loss, damage, expense, delay or loss of profit or liability suffered or incurred by the Client or any of its officers, employees, contractor or other representatives, arising from or in any way connected to EWS in providing the Services or the additional Services.
The Client shall ensure that they indemnify EWS against any and all claims, demands, actions, proceedings and liabilities of any third party against EWS which arise out of or in connection with the provision of the Services or additional Services.
EWS will collect personal information from the Client in the course of providing EWS Services. EWS may also obtain personal information from third-party searches, other investigations and, sometimes, from adverse parties.
The Client’s personal information will only be used for the purposes for which it is collected or in accordance with the Privacy Act 1988 (Cth). For example, EWS may use the Client’s personal information to provide advice and recommendations that take into account the Client’s personal circumstances.
Depending on the nature of the Client’s matter, the types of bodies to whom EWS may disclose the Client’s personal information include the courts, the other party or parties to litigation, experts and barristers, and third parties involved in the completion or processing of a transaction.
EWS will not disclose the Client’s information overseas unless the Client’s instructions involves dealing with parties located overseas. If the Client’s matter involves parties overseas, EWS may disclose select personal information to overseas recipients associated with that matter in order to carry out the Client’s instructions.
22. Sending Material Electronically
EWS is able to send and receive documents electronically. However, as such transmission is not secure, it may be copied, recorded, read or interfered with by third parties while in transit. If the Client asks EWS to transmit any document electronically, the Client releases EWS from any claim the Client may have as a result of any unauthorised copying, recording, reading or interference with that document, for any delay or non-delivery of any document and for any damage caused to the Client’s system or any files.
EWS acknowledges that it will be necessary for Client to disclose certain confidential and proprietary information to EWS in order for EWS to perform duties under this Agreement. EWS acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm Client. Accordingly, EWS will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Client without Client's prior written permission except to the extent necessary to perform Services on Client's behalf.
24. Acceptance of Agreement
If the Client accepts this Agreement, the Client will be regarded as having entered into an Agreement with EWS. Therefore, EWS and the Client shall be bound by the terms and conditions set out in this Agreement. Acceptance of this Agreement will require a signed copy of this Agreement to be returned to EWS.
25. Entire Agreement
These terms provide for the entire agreement between the parties and supersede and replace all previous negotiations. Accordingly, neither party shall rely upon any prior representation, statement, or agreement when providing or accepting any instructions under these terms and conditions.