Services Agreement

Engagement Basis

The Company engages on a non-exclusive basis to provide Services to the Client according to agreement terms.

Commencement and Duration

Engagement commences on the Start Date and continues indefinitely until terminated per clause 11.

Nature of Relationship

The Company operates as an independent contractor; no employment, agency, partnership, or joint venture relationship exists.

Quote Requirements

Each individual engagement requires parties to agree on a Quote first. The Company's obligation to provide Services only arises upon the Client's written acceptance of the relevant Quote.

Standards and Duties

The Company must comply with standards outlined in Schedule 1.

Deposit Terms

"In the absence of any material breach by the Company constituting a repudiation...the Deposit (if applicable) is non-refundable."

Out-of-Scope Work

Work not specified in the Quote is invoiced at AUD $150.00 per hour (Out-of-Scope Rate).

Time Billing

Billed in 15-minute units. Periods up to 15 minutes = 1 unit; 15–30 minutes = 2 units.

Expense Reimbursement

The Client reimburses reasonable, necessary expenses upon:

• Written consent before incurring
• Acceptable documentation provided
• Compliance with Client's expense policy (if applicable)

Payment Timing

All Charges (other than the Deposit) must be paid within 30 days of invoice receipt.

Payment Method

Payments via cash, bank cheque, or electronic funds transfer to the nominated account.

No Set-Off or Deduction

"All amounts payable under or in connection with this agreement must be paid without set-off, counterclaim, withholding, deduction or claim to a lien whatsoever."

GST Framework

Unless stated otherwise, all payable amounts exclude GST and increase by applicable GST. The supply recipient pays the supplier the additional GST amount upon receiving a valid tax invoice.

Adjustment Events

When adjustment events occur, corresponding adjustments between parties apply, with the Providing Party issuing adjustment notes.

Reimbursement Reduction

Reimbursable amounts reduce by the amount for which the other party can claim Input Tax Credits or similar offsets.

Core Obligations

The Disclosee must:

• Keep Confidential Information confidential
• Use information only for proper Services performance
• Not disclose to third parties
• Not copy or record except for Services provision
• Ensure Authorised Third Party Disclosees comply identically
• Accept responsibility for Third Party Disclosee actions

Exceptions to Confidentiality

Obligations don't apply to information that:

• Was known non-confidentially before disclosure (unless unlawfully obtained)
• Becomes publicly available (unless through breach)
• Is lawfully received from third parties
• Is legally or court-ordered for disclosure (with advance notice required)
• Is independently developed without reference to Confidential Information
• Is authorised in writing by the Discloser

Restriction

Each party must not make critical, derogatory, or negative remarks about the other party or their Representatives, directly or indirectly, and must prevent their Representatives from doing so.

Legal Requirement Exception

Required legal statements or disclosures are permitted with advance notice and reasonable assistance in obtaining confidential treatment.

IP Ownership

All Relevant IP created in the provision of Services is owned by and vests in the Client. The Company assigns all current and future right, title, and interest in Relevant IP to the Client upon creation.

Company Assistance Duty

The Company must execute necessary documents to effect, perfect, and protect the Client's IP title in Australia or other countries as required.

Permitted Use

The Company cannot use or reproduce Relevant IP or the Client's other IP without prior written approval, except for proper Services provision.

Moral Rights Consent

"The Company acknowledges that its consent...is genuinely given without duress."

Non-Infringement

The Company must not infringe third-party IP rights and must not use unauthorised third-party IP in providing Services.

Disclaimer of Warranties

The Company disclaims all conditions, representations, and warranties regarding Services. No representation is made that the Client will achieve particular results, that specific individuals will perform Services, or that Services will be error-free.

Limitation of Liability

The Company's aggregate liability is limited to: re-supply of Services, cost of third-party supply, or refund of paid amounts — at the Company's sole discretion.

Force Majeure

The Company excludes liability for damage or delay from circumstances beyond reasonable control and receives a reasonable time extension. This exclusion extends to the Company's Representatives.

Breach Remedies

For breaches of Confidentiality, Non-disparagement, IP, or Non-solicitation clauses, parties may seek injunctive relief and equitable remedies without showing actual damage, plus recovery of costs.

Termination for Breach

The Company may immediately terminate if an Event of Default occurs. If the Company breaches materially or persistently, the Client may issue breach notice; if unresolved within 20 Business Days, the Client may terminate immediately.

Termination with Notice

Either party may terminate at any time with 1 month's notice. The Client may waive the Company's notice period.

Effect of Termination

Upon termination, the Client remains liable for all accrued Charges through the termination date. The Company issues a final invoice for any unbilled Charges.

Survival

Confidentiality, Non-disparagement, Intellectual Property, Liability and Remedies, Non-solicitation, and Termination clauses survive agreement termination.

Client Restrictions

During engagement and for the specified Non-Solicitation Period, the Client must not, without Company consent:

• Interfere with Company supplier or distributor relationships
• Induce Company officers, employees, contractors, or agents to cease their engagement

Company Restrictions

During engagement and for the specified Non-Solicitation Period, the Company must not, without Client consent:

• Induce Client customers to cease engagement with the Client

Restraint Modification

If any restraint would be void as unreasonable but valid with modifications, it applies with the minimum modifications necessary.

Trustee Capacity

Each Trustee enters this agreement only in their capacity as Relevant Trust trustee, in no other capacity.

Liability Limitation

Trustee liability extends only to Relevant Trust property amounts for which the Trustee is indemnified. No party may sue a Trustee in a non-trustee capacity.

Fraud/Negligence Exception

Limitations don't apply to obligations unsatisfied because trust agreements or law reduce indemnification due to Trustee fraud, negligence, or breach of trust.

Notice Requirements

Notices must be in English writing and may be delivered by:

• Personal delivery
• Commercial courier
• Pre-paid post
• Airmail
• Fax
• Email

Deemed Receipt Times

• Personal delivery: At time of delivery
• Commercial courier: At time of signature
• Pre-paid post: 48 hours from posting
• Airmail: 5 days from posting
• Fax: At transmission report time
• Email: 4 hours after sending (unless delivery failure received)

Receipt outside business hours (9:00 am–5:30 pm on Business Days) deems receipt at next business commencement.