Terms & Conditions

1. Services

1.1. Performance of Services

  • Watts Next Pty Ltd (“Watts Next”) will perform the Services pursuant to the information and instructions provided by the Client. The HR Projects Proposal and these Terms of Engagement form a binding agreement between Watts Next and the Client on execution of the Acceptance by both parties (“this Agreement”).
  • Watts Next will perform the Services:

    • with due skill and care;
    • in accordance with all applicable laws and regulations; and
    • otherwise in accordance with the provisions of this Agreement.

1.2. Nature of Relationship

  • The Client agrees that Watts Next will provide the Services as an independent contractor and Watts Next has agreed to accept that appointment on the terms and conditions of this Agreement.
  • Nothing in this Agreement creates a relationship of employer and employee, principal and agent or a partnership between the Client and Watts Next.

1.3. Our Services

These terms outline how Watts Next will engage with the Client, including in relation to any services provided under the Australian Consumer Law (ACL), which protects you by providing certain rights relating to the purchase of goods and services.

If the Client is a consumer as defined by the ACL:

  • Watts Next services come with guarantees which cannot be excluded under the ACL;
  • Watts Next guarantee that our services will be provided with due care and skill, within a reasonable time and that they will be fit for the purpose required.

1.4. No Legal Advice

  • The Services which we will provide to the Client are identified in this agreement. None of the Services which Watts Next provide (including in relation to termination of employment, disciplinary action and the like) will purport to be or constitute legal advice. The Client is required to obtain its own legal advice in relation to matters concerning its employees, contractors and staff which affect the rights or entitlements of the employees, contractors or staff, including pursuant to any contract of employment.

1.5. Mutual Limitation of Liability

  • Neither party shall be liable to the other for any consequential, special or punitive damages for any act for failure to act under any provision of this Agreement.

1.6. Insurance

Both parties warrant that they will maintain public liability insurance in accordance with reasonable business practice and will, if requested, note the other party’s interest with their insurer and provide a certificate of currency.

2. Client’s Obligations

2.1. The Client agrees to:

  • provide Watts Next with all relevant documents, samples, information, materials, data or other information sufficient to enable Watts Next to carry out the Services, whenever requested by Watts Next;
  • give to Watts Next written directions, instructions, decisions and information sufficient to facilitate the provision of the Services, whenever requested by Watts Next; and
  • provide Watts Next with such access to the premises or sites of the Client as is necessary for Watts Next to carry out the Services.
  • where you have been advised that a charge applies for the advice you have requested, by engaging in correspondence (including by telephone and email) with us, you understand and accept that our service costs will apply regardless of a formal proposal being signed. The minimum fee applied is $650 + GST.

3. Payments and Outlays

3.1. Invoices

Unless agreed otherwise in writing, all invoices will be issued in an itemised format on a monthly basis.

3.2. Payments

  • The Client agrees to pay all invoices for the Services submitted by Watts Next within fourteen (14) days of the date of the invoice unless otherwise agreed in writing.
  • Monthly payments must be made by Direct Debit. We will provide you with Direct Debit forms to sign to authorise monthly payments to us.
  • If an unanticipated need arises, we agree to perform this work at a mutually agreed upon price before the services provided. This service will be Invoiced to you separately.
  • For all ad hoc support a minimum of 1hour is charged.
  • In the event of non-payment pursuant to clause 3.2 (a) above, we may, at our discretion:

    • Elect to apply interest on any amount owing after the due date at the rate of 15% per annum calculated from the first day overdue until payment;
    • Recover against you all reasonable expenses, disbursements, collection costs and legal costs incurred by us in relation to the default and in connection with the enforcement of any rights under this agreement;
    • for the purposes of clause 3.2(e)(ii) above, you acknowledge that collection costs may be calculated on a commission basis at a percentage rate of the amount due (as agreed by Watts Next and the collection agent) and you agree to pay for those expenses as liquidated damages on demand irrespective of whether (a) Watts Next is not liable to pay the collection agent the commission, until you have made a payment of the overdue debt (or a portion thereof) and/or (b) the amount of work actually performed by the collection agent before you make a payment for an overdue debt; and
    • List the default in payment with the appropriate credit reporting agency.

3.3. Outlays

  • The Client acknowledges that Watts Next may have to incur Outlays on behalf of the Client in performing the Services;
  • Watts Next agrees to obtain the prior approval of the Client before incurring an Outlay;
  • The Client agrees to pay Watts Next for all Outlays incurred by Watts Next within fourteen (14) days of the date thereof unless otherwise agreed in writing.

3.4. Out of scope

To ensure our clients have full visibility of the costs of our service, we would like to emphasize the following outlays that we foresee may apply if Watts Next are engaged by the Client.

  • Travel- all travel will be charged at half the hourly rate outlined in the proposal if required.
  • Interstate travel may involve a 10% admin charge for booking of flights.
  • Any extra flights requited outside of what is included in the proposal will be on-charged to the client once approved.

4. Recruitment

Where the Services include a Recruitment Project, then this Clause 4 shall take effect.

4.1. Suitability of candidates

Whilst Watts Next will make every reasonable effort to ensure the suitability of candidates in accordance with the Client’s instructions, Watts Next does not accept responsibility or liability for any loss, expense, damage or delay arising in connection with the selection and employment of any candidate irrespective of how they are caused.

4.2. Employment of Successful Candidate

Watts Next will use its best endeavours to provide a selection of suitable candidates. However, Watts Next does not guarantee the length of time a successful candidate will remain in the Client’s employment. The final employment decision must be made by the Client. The Client will not be entitled to a refund of any payment made to Watts Next In the event of any employee ceasing to be an employee of the Client for any reason after being appointed.

4.3. Payment for Recruitment Services

Watts Next charges for the complete recruitment process in three equal instalments, called stages:

  • Commencement – Once the terms of agreement have been signed to commence work.
  • Shortlist – the Client is presented with a recommended shortlist of candidates that have been assessed through our process.
  • Offer – Once the selected candidate has been offered the role.
  • Once the engagement begins, if the Client decides not to continue with the process for any reason, the Client will be charged the 1st instalment. If the recruitment process has progressed to shortlist stage and the Client decides not to continue with the process, the Client will also be charged the 2nd instalment to compensate for work completed.

5. Variations and Additional Work

If the Client requires variations, additions or other substantial changes to the Services (“the Additional Work”) and these are communicated to and confirmed in writing, by Watts Next then Watts Next will scope the cost of the Additional Work (“the Additional Quote”). If the Additional Quote is accepted, then Watts Next will perform the Additional Work in accordance with the Terms of this Agreement.

6. Employment Contracts

Watts Next is a Human Resource consultant and is not a lawyer. All employment contracts prepared by Watts Next as part of the Services are prepared using a professional template and incorporating data provided by the Client and this is reflected in the cost of the employment contracts. The Client must satisfy itself that the employment contracts prepared by Watts Next are in accordance with its requirements and any award, standards or legislation. The Client will take its own legal advice in relation to those matters.

7. Goods and Services Tax

All prices and amounts specified in this Agreement are GST (as defined by the A New Tax System (Goods and Services Tax) Act 1999 (Cth)) exclusive amounts. The Client must pay to Watts Next all GST in respect of any taxable supply made to the Client pursuant to this Agreement.

8. Non-Disclosure

8.1. Confidentiality

The Client acknowledges that the information in relation to Watts Next’s business affairs, its method of carrying on business, its methods of providing the Services and other information provided by Watts Next to the Client constitutes confidential information and is the sole property of Watts Next (the “Confidential Information”). The Client must not at any time divulge to anyone or use any of the Confidential Information without the prior written consent of Watts Next.

  • Both parties agree that they will not disclose, or authorise the disclosure of, the terms of this Agreement, any matter relating to any of the terms of this Agreement or any other confidential information relating to the operations or business of the other party to any other person, except to their professional advisors or as they may be required to do so by law.
  • Notwithstanding clause 8.1.1, the Client aggress that Watts Next may:

    • publish and advertise the fact that it has provided the Services to the Client under this Agreement; and
    • provide prospective clients with samples of the work produced for the Client, for the purpose of securing future engagements and generally promoting and marketing itself.

8.2. Survival

The Client and Watts Next agree that this clause 8 shall continue to have effect notwithstanding the termination of this Agreement.

9. Watts Next IP

9.1. The Client acknowledges that Watts Next is the owner of the Intellectual Property Rights and all other proprietary rights in the Services whether created jointly or alone and whether or not such Intellectual Property Rights arise directly as a result of the performance of the Services.

9.2. All Pre-Existing Intellectual Property used by Watts Next in connection with the provision of Services under this Agreement (including in relation to the creation of the Intellectual Property) remains the property of Watts Next.

9.3. The Client will not do anything which amounts to a derogatory treatment of Watts Next’s Intellectual Property which would offend Watts Next’s moral rights in the Intellectual Property created pursuant to the Agreement or otherwise in relation to Agency’s Intellectual Property.

9.4. The Client acknowledges that Watts Next retains all right, title and interest in and to any Intellectual Property Rights that may arise or be capable of being claimed as a result of anything done by Watts Next in the course of or in connection with its performance of the Services, including the provision of any materials, documents, manuals or ancillary materials (Materials).

9.5. Notwithstanding clause 9.4, Watts Next acknowledges that all of the Client’s Intellectual Property used in providing the Services will be and remain the property of the Client and that Watts Next does not acquire any interest in the Client’s Intellectual Property under this Agreement.

9.6. Where the Client requests that Watts Next incorporate any of the Client’s existing Intellectual Property Rights into the Services, the Client:

  • Warrants that they are entitled to use that Intellectual Property and that Watts Next will not infringe the rights of others by so doing;
  • Indemnifies Watts Next against any claim by a third party alleging that their rights have been infringed by the use of any of the Client’s Intellectual Property.

9.7. Any improvements, modifications, variations, or extensions of any Intellectual Property Rights of either party made or created by Watts Next in the performance of this Agreement shall vest in Watts Next.

10. Restraints on Soliciting Watts Next Employees

10.1. The Client covenants and agrees that they will not, during or after the term of this contract, directly or indirectly solicit, interfere, canvass, approach or accept any approach, during the Restraint Period, from any employee who was at any time an employee of Watts Next during the term of this contract.

10.2. The Client acknowledges that any breach by it of this clause would cause irreparable harm and significant damage to Watts Next and accordingly Watts Next has the right to seek and obtain immediate injunctive relief in relation to any such breach.

10.3. The Client acknowledges that the covenants contained in this clause are fair and reasonable and that Watts Next is relying upon this acknowledgement.

10.4. You agree to indemnify Watts Next fully against all liabilities, costs and expenses which the Watts Next may incur as a result of any breach of this clause by you.

10.5. The Client and Watts Next agree that this clause 10 shall continue to have effect notwithstanding the termination of this Agreement.

11. Watts Next Products

Watts Next products provided to the Client as part of the Services are intended for use in general situations. If the Client has specific or unusual or difficult requirements it must obtain legal advice. If the Client is unsure whether its requirements are unusual or difficult then it must obtain legal advice.

12. Commencement of Work

Work will commence upon receipt of the Acceptance signed and dated and upon payment of the Deposit, if required.

13. Term, Termination of Agreement

The Agreement is to operate for the period of the project (“Term”) following which it shall be reviewed by the parties; unless earlier terminated in accordance with clauses 13.1, 13.2 and 13.3.

13.1. Termination

Either party may terminate this Agreement in the event that the other is in default of the performance of any essential terms and such default is not remedied within 14 days of receiving notice to remedy such default.

13.2. Termination by Client

The Client may terminate this Agreement prior to the end of the term by:
a. providing a minimum of 60 days’ notice (two billing periods); and
b. paying Watts Next the Early Termination Fee.

13.3. Termination by Watts Next

Watts Next may terminate this Agreement without written notice to the Client in the event that the Client:

  • breaches this Agreement where the breach cannot be remedied;
  • requires Watts Next to act unethically or unlawfully;
  • fails to provide adequate instructions;
  • fails to pay any invoice submitted to it by Watts Next so that the invoice is overdue by more than 30 days; or
  • being a corporation enters into provisional liquidation or liquidation whether voluntary or otherwise (except for the purpose of reconstruction or amalgamation) or has a receiver and/or manager appointed or being an individual, commits an act of bankruptcy.

13.4. In the event that Watts Next terminates this Agreement in accordance with clause 13.3 then the Client must, in addition to its obligations set out in clause 13.5, pay the Early Termination Fee.

13.5. Payment for Services and incurred Outlays

If this Agreement is terminated pursuant to this clause 13, then the Client must pay Watts Next the fees due and payable to Watts Next pursuant to the agreement (without deduction), up to and including the date of termination together with payment of any Outlays incurred by Watts Next prior to the date of such termination.

13.6. Payment for Recruitment Services

If a recruitment Agreement is terminated, refer to section 4 Recruitment, clause 4.3.

14. Title

14.1. All Materials provided to the Client by Watts Next, remain the property of Watts Next until all Materials supplied by Watts Next to the Client have been paid for in full.

14.2. Until that time, the Client may use the Materials in the ordinary course of its business but shall hold possession of the Materials for and on behalf and as bailee for Watts Next and shall return all Materials to Watts Next on demand if the Client is in default of these Terms.

14.3. Watts Next will be entitled to the premises of the Client at any time to recover possession of the Materials until payment in full has been made.

15. Privacy

15.1. You authorise Watts Next to collect, retain, record, use and disclose personal information about you, in accordance with the Privacy Act 1988, to persons and/or legal entities who are a Solicitor or any other professional consultant engaged by Watts Next, a debt collector, credit reference organisation and/or any other individual or organisation which maintains credit references and/or default listings.

15.2. You also authorise Watts Next to make enquiries with respect to your credit worthiness; to exchange information with other credit providers in respect to previous defaults and to notify other credit providers of a default by you.

16. Miscellaneous

16.1. This Agreement may be modified only in writing that is duly executed by both parties.

16.2. No assignment of this Agreement, whether voluntary or by operation of law, shall be binding upon either of the parties without the written consent of the other, provided that Watts Next may assign or transfer any monies due or to become due under this Agreement.

16.3. If any part of this Agreement is found to be invalid or of no force or effect under any applicable law, executive orders or regulations of any government authority having jurisdiction, this Agreement shall be construed as though such part had not been inserted herein and the remainder of this Agreement shall retain its full force and effect.

16.4. A party will not be responsible for a failure to comply with its obligations under this Agreement to the extent that failure is caused by a Force Majeure Event, provided that the party keeps the other closely informed in such circumstances and uses reasonable endeavours to rectify the situation.

16.5. Without limiting any other right to terminate under this Agreement, if a Force Majeure Event affects a party’s performance under this Agreement for more than thirty (30) consecutive days, the other party may immediately terminate this Agreement by written notice.

16.6. Governing Law

This Agreement shall be construed and enforced in accordance with the laws of the State of Queensland and the parties submit to jurisdiction of the Courts of Queensland for the conduct of any litigation.

17. Definitions

In this Agreement:

  • The Client means the Company Name
  • Early Termination Fee means the greater of the following:

    • Seventy-five percent (75%) of the difference remaining on the term of the contract after the last day of notice given pursuant to clause 13.2(a);
    • sixty percent (60%) of the difference remaining on the term of the contract after the last day of notice given pursuant to clause 13.2(a);
    • fifty percent (50%) of the difference remaining on the term of the contract after the last day of notice given pursuant to clause 13.2(a).

  • Intellectual Property Rights includes, without limitation, all copyright, designs, trademarks and patents of any nature in any inventions, designs, works and subject matter created, developed or generated by Watts Next whether alone or with others (including the Client’s employees, contractors or agents) for the use of the Client;
  • Outlays mean all expenditure incurred by Watts Next on behalf of the Client in the performance of the Services and without limiting the same includes costs of advertising and costs of commissioning specialist reports
  • Recruitment Support means any instructions given by the Client to Watts Next for the employment of new employees;
  • Restraint Period means the following periods commencing on the date of termination:

    • 12 months;
    • 6 months;
    • 3 months.

  • Services means the services identified in the HR Support Proposal accompanying these Terms of Engagement.