BASIS OF AGREEMENT

Welcome to Global Professional Services And Technology Group Pty Ltd trading as ‘Professional Services and Technology Group’ ACN666 433 914 (Service Provider). The Service Provider carries on the business of providing IT consulting services as set out on our website https://www.pst-group.com.au/ (Website). The Service Provider has agreed to provide the Services to the Client and the Client has agreed to procure the Services from the Service Provider in accordance the attached standard terms and conditions and any Statement of Work agreed between the parties(which together form this “agreement”). 

By paying for your Statement of Work or otherwise accepting the benefit of any part of the services under a Statement of Work, you agree to be bound by this agreement which forms a binding contractual agreement between you the person acquiring the services or the company you represent and are acquiring the services on behalf of (‘you’ or ‘your’ or ‘Client’) and us.

1 HOW TO READ THIS AGREEMENT

1.1 MEANING OF CAPITALISED WORDS AND PHRASES

Capitalised words and phrases used in these terms and conditions have the meaning given:

(a) to that word or phrase in a Statement of Work;

(b) by the word immediately preceding any bolded and bracketed word(s) or phrase(s); or

(c) in the definitions in clause 15 of this agreement.

1.2 ORDER OF PRECEDENCE

(a) Subject to clause 1.2(b) and unless otherwise expressly stated, in the event of any inconsistency between these terms and conditions and a Statement of Work, these terms and conditions will prevail to the extent of such inconsistency.

(b) Any Special Conditions set out in a Statement of Work that are:

(i) intended to replace an “Old Clause” with a “New Clause” (as indicated by the use of both columns), then the “New Clause” will replace and prevail over the clause in the Old Clause column entirely; and

(ii) intended to add a “New Clause” (as indicated by the use of only the New Clause column) are incorporated in these terms and conditions and will replace and prevail over any other terms to the extent of any inconsistency.

2 DURATION AND RENEWAL OF THIS AGREEMENT

(a) This agreement commences on the date the Client accepts this agreement and continues indefinitely unless earlier terminated in accordance with clause 11, or extended in accordance with clause 2(b).

(b) The parties may agree to extend this agreement by mutual written agreement. If any Services are supplied after the End Date as mutually agreed in writing, then the terms of this agreement will automatically be extended and continue to apply for those Services (Including the duration of any Statement of Work).

(c) The duration of any Statement of Work is indicated by the dates set out in the Statement of Work, and this agreement is deemed incorporated into any Statement of Work.

3 ORDERING AND PERFORMANCE OF SERVICES

3.1 ORIGINAL STATEMENT OF WORK

(a) In consideration for the payment of the Fees, The Service Provider will perform the Services in accordance with the Statement of Work.

(b) Unless otherwise agreed, The Service Provider may, at its discretion:

(i) not commence work on any Services until the Client has paid any Fees or deposit payable in respect of such Services; and

(ii) withhold delivery of Services until the Client has paid the invoice in respect of such Services.

3.2 ADDITIONAL STATEMENTS OF WORK

(a) The parties may agree to additional Statements of Work under these terms and conditions during the Term.

(b) These terms and conditions will apply to all additional Statements of Work between the parties.

(c) If the Client requests an additional Statement of Work, the Service Provider will provide a quote with an addendum to the exiting statement of work.

(d) The Client will be taken to have accepted an additional Statement of Work if the Client informs or otherwise indicates to the Service Provider that the Client wishes for the Service Provider to proceed with the performing the additional Statement of Work.

(e) An additional Statement of Work will not limit or otherwise affect any other current Statements of Work between the parties.

3.3 CHANGES TO STATEMENTS OF WORK

(a) The Client must pay a ‘change in scope fee’, in an amount reasonably determined by the Service Provider (Change Fee), for changes to Services requested by the Client which alter the scope set out in the relevant Statement of Work and require the Service Provider to perform additional work or incur additional costs (Changes).

(b) Unless otherwise agreed in writing, the Service Provider may at its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.

(c) The Service Provider will only be required to perform Changes, if:

(i) the Service Provider agrees in writing to perform the Changes;

(ii) the Client confirms in writing that they wish for the Service Provider to proceed with the Changes and the relevant Change Fee; and

(iii) the Client pays the Change Fee, in accordance with clause 5.1 as if it was a Fee.

3.4 DELIVERABLES AND ACCEPTANCE

(a) The Client agrees that it must notify the Service Provider within 14 business days of receiving the Services if there are any concerns with the Services.

(b) If the Client does not provide any notice of its concerns within this timeframe, the Services are deemed to be accepted by the Client and The Service Provider will have no further obligations with respect to the Services provided (unless otherwise required under Competition and Consumer Act 2010 (Cth)).

(c) The Service Provider shall, in providing the Services, exercise due care, skill and judgment to perform the Services in a competent and professional manner and in accordance with industry standards and all applicable legislation and laws, and any venue requirements.

3.5 KEY DATES AND TIMES

(a) The Key Dates and / or Times set out in a Statement of Work in relation to the Services are indicative only and included as a guide for when the Services are expected to be performed.

(b) The Service Provider may, due to various reasons beyond its control, need to make reasonable adjustments to the Key Dates and / or Times. The Service Provider will notify the Client if more than a 48 hour variation is required.

3.6 THIRD PARTY TERMS AND CONDITIONS

(a) The Client acknowledges and agrees that the terms and conditions of third party suppliers of goods or services (Third Party Terms) may apply to any part of the Services.

(b) The Service Provider will endeavour to notify the Client of Third Party Terms that apply to the Services, in which case:

(i) the Client must immediately notify the Service Provider if they do not agree to the Third Party Terms; and

(ii) if the Service Provider does not receive a notice in accordance with clause 3.6(b)(i) the Client will be taken to have accepted those Third Party Terms, and the Service Provider will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.

(c) The Client acknowledges and agrees that if the Client does not agree to any Third Party Terms, this may affect the Service Provider’s ability to meet Key Dates and / or Times.

3.7 INFRASTRUCTURE RECOMMENDATIONS
The Client acknowledges and agrees that:

(a) any information or recommendations provided to the Client in relation the Client’s IT System in the course of providing the Services is based on:

(i) the information provided by the Client to the Service Provider; and

(ii) The Service Provider’s knowledge of current best practice and technological developments;

(b) the Client must make its own assessments of its business requirements and infrastructure needs; and

(c) the Client must ensure that it complies with applicable regulations relevant to the Client’s business, including industrial relations laws and privacy laws.

3.8 NO LEGAL OR FINANCIAL ADVICE

(a) All information provided by the Service Provider as part of the Services is general information based on the Service Provider’s opinion and experience, and the information the Client provides to the Service Provider.

(b) No information provided as part of the Services is intended to be legal or financial advice of any kind and it should not be relied on as such.

(c) The Client should obtain specific financial, legal or other professional advice before relying on the Services. By not seeking such advice, the Client accepts the risk that the information provided as part of the Services may not meet the specific needs of its business.

(d) The Client acknowledges and agrees that the Service Provider is only providing the Services but it is the sole responsibility and obligation of the Client to make take the appropriate measures to execute the recommendations given by the Service Provider.

3.9 NO GUARANTEED OUTCOME

(a) All information provided as part of the consulting aspect of the Services is an opinion only, based on the Service Provider’s experience and expertise.

(b) The Service Provider does not guarantee any particular outcome or decision from any third party on any issue if the Client relies on the consulting services.

(c) The Service Provider’s opinions and advice are based on the information available at the time and are subject to change as new information becomes available.

(d) The Service Provider shall not be held liable for any actions taken by the Client or any third party based on the consulting services provided.

(e) The Client acknowledges that the consulting services are intended to assist with decision-making and are not a substitute for the Client’s own judgment and due diligence.

3.10 DEPENDENCIES

(a) The Service Provider’s ability to perform its obligations under this agreement may be dependent on the Client or its personnel fulfilling their obligations.

(b) To the extent that the Client or its personnel does not fulfil their obligations under this agreement, then (without prejudice to the Service Provider’s rights and remedies) The Service Provider will be relieved of its obligations to the Client to the extent that, and only for so long as, the Service Provider is prevented from performing the Services in accordance with this agreement, and the Service Provider will not be liable for any loss, damage, cost or expense suffered by the Client arising out of or relating to the aforementioned.

4 CLIENT OBLIGATIONS

4.1 PROVIDE INFORMATION

(a) The Client must provide the Service Provider with all documentation, information and assistance reasonably required by the Service Provider to perform the Services.

(b) The Client agrees to liaise with the Service Provider as it reasonably requests for the purpose of enabling the Service Provider to provide the Services.

(c) The Client must provide feedback on all questions and documents provided to the Client within the agreed time frame, if feedback is included in the Services. If the Client delays in providing any feedback, there may be delays in the Services which The Service Provider will not be liable for any delays to the estimated time frames.

(d) The Client warrants that all information, documentation and other material it provides to the Service Provider for the purpose of receiving the Services, including company information, financial records and commercial information, is complete, accurate, compliant with any applicable laws and industry regulations, and up-to-date.

(e) The Client releases the Service Provider from all liability in relation to any loss or damage arising out of or in connection with the Services, to the extent such loss or damage is caused or contributed to by information, documentation or any other material provided by the Client being incomplete, inaccurate or out-of-date.

4.2 ACCESS
The Client agrees to provide the Service Provider with access to:

(a) the Client’s premises and Personnel, to the extent required to perform the Services;

(b) the Client’s website (but only where the Service Provider is providing Services that involve making updates or changes to the Client’s website); and

(c) any other third party or other accounts used by the Client (including login details and passwords),
as reasonably required by the Service Provider to perform the Services.

4.3 ACCESS TO PREMISES

(a) The Client must allow The Service Provider access to any premises or required areas of any premises reasonably necessary for The Service Provider to provide the Services (Premises).

(b) The Client must obtain any authority or approval (including strata or building management approval if applicable) for The Service Provider that is reasonably necessary for The Service Provider to provide the Services.

(c) The Client must conduct or facilitate any inductions, training or supervision or other requirements of the Premises, including anything referred to in Special Conditions of the Proposal, so that The Service Provider has full access to carry out the Services.

(d) Where The Service Provider is unable to gain access to the Premises due to the Client’s non-compliance with this clause, omission, fault or otherwise, it is the Client’s responsibility to reschedule any Services and the Service Provider reserves the right to claim any expenses including travel and lost income and to charge this to the Client as an expense under this agreement.

(e) The Client warrants that the Premises are safe for the Service Provider to enter and perform the Services including, where applicable, complying with any relevant occupational health and safety legislation and requirements.

4.4 INSURANCE

(a) The Client acknowledges and agrees that it is responsible for insuring itself against its risks under and in connection with this agreement.

(b) The Client must ensure that it effects and maintains adequate insurance to cover the Client’s risks and liabilities under this agreement and any activities undertaken by the Client in connection with this agreement, including as applicable to the particular activity, business insurance, professional indemnity insurance, errors and omissions insurance and public liability insurance.

4.5 COMPLIANCE WITH LAWS
The Client agrees that it will not by receiving or requesting the Services:

(a) breach any applicable laws, rules and regulations (including any applicable privacy laws); or

(b) infringe the intellectual property rights or other rights of any third party or breach any duty of confidentiality.

5 FEES AND PAYMENT

5.1 FEES

(a) The Client must pay the Fees in the amounts, and on or before the Due Date(s), set out in a Statement of Work.

(b) To the maximum extent permitted under the Competition and Consumer Act 2010 (Cth) any Fees paid in accordance with this agreement are non-refundable.

(c) If there is no Due Date set out in a Statement of Work in relation to a Fee, that Fee must be paid at the time set out the relevant invoice issued by the Service Provider.

5.2 INVOICES
The Service Provider will issue a valid tax invoice to the Client for payment of the Fees. The Client must pay the Fees in accordance with the remittance method set out in an invoice.

5.3 SUSPENSION OF SERVICES

The Service Provider reserves the right to suspend all or part of the Services indefinitely where the Client fails to pay the Fees in accordance with clause 5.1

5.4 EXPENSES

Unless otherwise agreed in writing:

(a) the Client will bear all travel, accommodation, office stationery, computer storage, media and related expenses reasonably incurred by the Service Provider in connection with the Services; and

(b) any third party costs incurred by the Service Provider in the course of performing the Services may be billed to the Client, unless specifically otherwise provided for in a Statement of Work.

5.5 GST

Unless otherwise indicated, amounts stated in a Statement of Work do not include GST. In relation to any GST payable for a taxable supply by the Service Provider, the Client must pay the GST subject to the Service Provider providing a tax invoice.

5.6 CARD SURCHARGES

The Service Provider reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

5.7 LATE PAYMENT

If the Client does not pay an amount due under this agreement on or before the date it is due:

(a) the Service Provider may immediately suspend provision of the Services;

(b) the Service Provider may seek to recover the amount due by referring the matter to a collection agency;

(c) without limiting any of the Service Provider’s other rights under these terms, the Client must pay the Service Provider interest at the rate of 10% per annum on each amount outstanding, accruing daily and compounding monthly, from the due date for payment to the date on which payment is received by the Service Provider; and

(d) the Client must reimburse the Service Provider for any costs it incurs, including any legal costs, in connection with recovering the amount due or enforcing any of its rights under this agreement.

6 CONFIDENTIALITY AND PRIVACY

6.1 PRIVACY

(a) The parties must comply with:

(i) if applicable, their respective obligations under the Privacy Act 1988 (Cth); and

(ii) the Service Provider’s privacy policy as in force from time to time.

(b) The Service Provider will keep the Client informed of any changes to the Service Provider’s Privacy policy during the term.

6.2 CONFIDENTIAL INFORMATION

The parties will not, during, or at any time after, the Term, disclose Confidential Information directly or indirectly to any third party, except:

(a) with the other party’s prior written consent;

(b) as required by Law; or

(c) to their Personnel on a need to know basis for the purposes of performing its obligations under this agreement (Additional Disclosees).

6.3 BREACH

If either party becomes aware of a suspected or actual breach of clause 6.2 by that party or an Additional Disclosee, that party will immediately notify the other party and take reasonable steps required to prevent, stop or mitigate the suspected or actual breach. The parties agree that damages may not be a sufficient remedy for a breach of clause 6.2.

6.4 PERMITTED USE

A party may only use the Confidential Information of the other party for the purposes of exercising its rights or performing its obligations under this agreement.

6.5 RETURN

On termination or expiration of this agreement, each party must immediately return to the other party, or (if requested by the other party) destroy, any documents or other Material in its possession or control containing Confidential Information of the other party.

6.6 ADDITIONAL DISCLOSEES

Each party will ensure that Additional Disclosees keep the Confidential Information confidential on the terms provided in this clause 6. Each party will, when requested by the other party, arrange for an Additional Disclosee to execute a document in a form reasonably required by the other party to protect Confidential Information.

7 INTELLECTUAL PROPERTY

7.1 DEFINITIONS

In this clause and any Statement of Work, the following terms have the following meanings in relation to Intellectual Property Rights:

(a) Existing Material means Material, other than New Material;

(b) New Material means Material that is created, written, developed or otherwise brought into existence during the Term for the purposes of this agreement; and

(c) Material means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever.

7.2 EXISTING MATERIAL

(a) Except to the extent otherwise stated in a Statement of Work or in this clause 7:

(i) each party retains ownership of the Intellectual Property Rights in its Existing Material; and

(ii) nothing in this agreement transfers ownership of, or assigns any Intellectual Property Rights in, either party’s Existing Material to the other party.

(b) The Client grants to the Service Provider (and its Personnel) a nonexclusive, royalty free, non-transferable, worldwide and irrevocable licence to use its Existing Material to the extent reasonably required to perform any Services.

(c) The Client warrants that the Service Provider’s use of the Client’s Existing Material will not infringe the Intellectual Property Rights of any third party and will indemnify the Service Provider from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

(d) The Service Provider grants to the Client a non-exclusive, royalty free, non-transferable and revocable licence to use its Existing Material, to the extent:

(i) such Existing Material is incorporated into the New Material; and

(ii) such use is reasonably required for the Client to enjoy the benefit of the Services.

7.3 NEW MATERIAL

(a) Unless otherwise stated in a Statement of Work, Intellectual Property Rights in New Material are immediately assigned to and vest in the Service Provider as those rights are created.

(b) The Service Provider grants to the Client a non-exclusive, royalty free, non-transferable and revocable licence to use the New Material to the extent such use is reasonably required for the Client to enjoy the benefit of the Services.

7.4 THIRD PARTY INTELLECTUAL PROPERTY

The Service Provider warrants that:

(a) the provision of the Services to the Client; and

(b) the Client’s receipt and use of the Services for their intended purpose, will not infringe the Intellectual Property Rights of any third party.

8 WARRANTIES

(a) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.

(b) Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.

9 LIABILITY

9.1 LIMITATION OF LIABILITY

(a) To the maximum extent permitted by law and subject to clause 9.1(b), the total liability of each party in respect of loss or damage sustained by the other party in connection with this agreement is limited to the amount paid by the Client to the Service Provider in the 3 months preceding the date of the event giving rise to the relevant liability.

(b) Clause 9.1(a) does not apply to the Client’s liability in respect of loss or damage sustained by the Service Provider arising from the Client’s breach of:
(i) Clause 7;
(ii) Clause 6; or
(iii) negligent, wilful, fraudulent or criminal act or omission.

9.2 CONSEQUENTIAL LOSS

To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement or any goods or services provided by the Service Provider, except:

(a) in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or

(b) to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

10 IF THE PARTIES HAVE A DISPUTE

(a) If an issue between the parties arises under this agreement that cannot be resolved day-to-day, the parties will make genuine efforts in good faith to participate cooperatively in mediation, at equal shared expense of the parties.

(b) The parties will conduct mediation through the Australian Disputes Centre (ADC) and in accordance with the ADC’s Guidelines for Commercial Mediation (as current at the time of the dispute).

(c) The parties will follow the mediator’s recommendations on the extent of mediation required, and when to stop mediation if the issue cannot be resolved.

(d) If mediation does not resolve the issue, the parties must:

(i) if they haven’t already done so, engage independent legal representation at their own expense to understand the strength of their arguments; and

(ii) based on that advice, if settlement is not achieved, participate in arbitration (or other dispute resolution mechanism agreed in mediation) through the ADC at equal shared expense.

(e) The parties will follow the binding outcome of arbitration (or other agreed mechanism).

(f) Either party may at any time during this process make an offer for settlement. The parties acknowledge and agree it is in their best interests to properly consider all genuine settlement offers. The parties will use best endeavours to avoid litigation and reach a prompt settlement.

(g) The process in this clause does not apply where a party requires an urgent injunction.

11 TERMINATION

11.1 TERMINATION FOR CONVENIENCE

(a) Either party may end this agreement for no reason, by providing notice to the other party.

(b) This agreement will end 10 Business Days after the day the notice is sent (the End Date).

(c) On the End Date, the Service Provider will provide an invoice to the Client for:

(i) any Fees for Services already performed up to the End Date (including Services performed to prepare not yet completed deliverables);

(ii) any pre-approved third party costs the Service Provider has incurred on the Client’s behalf up to the End Date; and if terminated by the Client, the Service Provider’s preestimated genuine losses as a result of the Client ending this agreement which may be 100% of the Fees in the Service Provider’s sole discretion.(together, the Outstanding Amounts)

(d) The Client will pay the Outstanding Amounts to the Service Provider on the End Date unless otherwise agreed in a written payment plan between the parties.

(e) Once the Outstanding Amounts have been paid, the Service Provider will hand over any completed deliverables.

(f) If the Service Provider terminates this agreement pursuant to this clause, the Service Provider will make reasonable efforts to handover the remaining scope of Services to the Client, so the Client can source an alternative provider.

11.2 TERMINATION FOR BREACH

(a) If a party (the Notifying Party) considers that the other party is in breach of this agreement (the Breach), the Notifying Party may provide a notice to the other party.

(b) The notice must include the nature and details of the Breach, with reference to the relevant clause/s of this agreement. The Notifying Party may, if it wishes to do so, make suggestions for resolving the Breach.

(c) The other party will have 10 Business Days (or longer, in the Notifying Party’s discretion) to rectify the Breach (the Rectification Period).

(d) After the Rectification Period, the Notifying Party will:

(i) if the Breach has been successfully rectified, notify the other party that the agreement will continue; or

(ii) if the Breach has not been successfully rectified, notify the other party that this agreement is terminated (Termination for Breach Notice).

(e) Following a Termination for Breach Notice, the parties will stop all work under this agreement unless otherwise agreed.

(f) Any disputes regarding termination under this clause must be dealt with in accordance with clause 10. The indemnities, warranties and liability caps in clause 9 will apply to any disputes and resulting claims. Any pre-estimated losses in clause 11.1 will not limit or otherwise effect the Service Provider’s rights under this agreement, at law or otherwise in equity; the Service Provider’s losses resulting from the Client’s breach are likely to far exceed its losses resulting from termination for the Client’s convenience.

11.3 OTHER CONSEQUENCES FOR TERMINATION

If this agreement ends, in addition to the specific consequences set out in clause 11.1 or 11.2 (as applicable), the parties will:

(a) return all property and Confidential Information to the other party;

(b) comply with all obligations that are by their nature intended to survive the end of this agreement; and

(c) stop using any materials that are no longer owned by, or licensed to, them when this agreement ends in accordance with clause 7.

11.4 STATEMENTS OF WORK

(a) The same rights and responsibilities set out in this clause 11 apply to each Statement of Work as it applies to the agreement as a whole.

(b) In the event either party elects to terminate this agreement as a whole or a single or multiple Statement of Work under this clause 11, any notice required to be given regarding the termination must clearly state whether the termination notice is to effect a single or multiple Statements of Work or the agreement as a whole.

(c) In the event the termination is for:

(i) a single or multiple Statements of Work, such termination will not impact any other Statements of Work then current, or the effect of this agreement as a whole; or

(ii) the agreement as a whole, such termination will be deemed to affect the agreement as a whole as well as all Statements of Work then current.

12 FORCE MAJEURE

(a) A ‘Force Majeure Event’ means any occurrence beyond the control of the Affected Party which prevents the Affected Party from performing an obligation under this agreement (other than an obligation to pay money), including any:

(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;

(ii) strike or other industrial action;

(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or (iv) decision of a government authority in relation to COVID-19, or other epidemic or pandemic,
to the extent the occurrence affects the Affected Party’s ability to perform the obligation.

(b) If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:

(i) reasonable details of the Force Majeure Event; and

(ii) so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.

(c) Subject to compliance with clause 12(b), the relevant obligation will be suspended during the Force Majeure Event to the extent that the obligation is affected by the Force Majeure Event.

(d) The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible and resume performing the relevant obligation.

13 NOTICES

(a) Any notices required to be sent under this agreement must be sent via email using the party’s email addresses set out in the Statement of Work.

(b) If no email address is stated in this agreement, the notice may be sent to the email address most commonly used by the parties to correspond in relation to this agreement at the time the notice is sent. (c) The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not delivered or received.

14 GENERAL

14.1 GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

14.2 BUSINESS DAYS
If the day on which any act is to be done under this agreement is a day other than a Business Day, that act must be done on or by the immediately following Business Day except where this agreement expressly specifies otherwise.

14.3 AMENDMENTS

This agreement may only be amended in accordance with a written agreement between the parties.

14.4 WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
14.5 SEVERANCE
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

14.6 JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

14.7 ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

14.8 COUNTERPARTS

This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.

14.9 COSTS

Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

14.10 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

14.11 INTERPRETATION

(a) (singular and plural) words in the singular includes the plural (and vice versa);

(b) (gender) words indicating a gender includes the corresponding words of any other gender;

(c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

(d) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

(e) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

(f) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

(g) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

(h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;

(i) (includes) the word “includes” and similar words in any form is not a word of limitation;

(j) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision; and (k) (currency) a reference to $, or “dollar”, is to Australian currency, unless otherwise agreed in writing.

15 DEFINITIONS

In these terms and conditions, the following words and phrases have the following meaning:

Business Day

A day (other than a Saturday, Sunday or any other day which is a public holiday) on which banks are open for general business in Victoria, Australia.

Confidential Information

Information of, or provided by, a party that is by its nature confidential information, is designated as confidential, or that the recipient of the information knows or ought to know is confidential (including all commercial information exchanged between the parties), but does not include information which is, or becomes, without a breach of confidentiality, public knowledge.

Fees

The fees set out in a Statement of Work.

Intellectual Property
Rights

All copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in Australia and throughout the world.

IT System

The Client’s hardware, Software, data communications lines, network and telecommunications equipment and internet-related information technology infrastructure, including computers, laptops and phones.

Key Dates / Times

Any Key Dates and / or Times set out in a Statement of Work.

Laws

Any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in the relevant jurisdiction(s) where the Services are performed or received and includes any industry codes of conduct.

Personnel

Employees, secondees, agents and subcontractors (who are individuals), including employees and contractors (who are individuals) of subcontractors.Statement of Work A document agreed and signed by both parties in the form of the attached

Statement of Work

A document agreed and signed by both parties that defines the specific scope, timeline, deliverables, and cost of a project. It serves as a foundational contract between a client and a contractor or vendor, ensuring all parties are aligned on project expectations.

Services

The services to be provided by the Service Provider to the Client in accordance with a Statement of Work.

Term

Has the meaning given in clause 2.