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style=\"background:#F5F7FA;\">\u003C/div>\n\t\t\u003C/div>\n\t\u003C/div>\n",[],{"name":255,"blockInstanceId":256,"order":257,"attributesJSON":258,"dynamicContent":259,"innerBlocks":260},"core/null","1",1,"[]","\n\n",[],{"name":262,"blockInstanceId":263,"order":264,"attributesJSON":265,"dynamicContent":266,"innerBlocks":267},"acf/custom-content","2",2,"{\"name\":\"acf\\/custom-content\",\"data\":{\"custom_content_section\":\"Please read Falkan\\u2019s Consulting\\u2019s Quote Terms and Conditions below. Should you have any questions, please reach out to office on 03 86390115 or contact accounts@falkanwp.wpengine.com\\r\\n\u003Ch1>Rates Schedule\u003C\\/h1>\\r\\n*As of 1st July 2024\\r\\n\u003Ctable width=\\\"624\\\">\\r\\n\u003Cthead>\\r\\n\u003Ctr>\\r\\n\u003Ctd width=\\\"332\\\">\u003Cstrong>Time of Service\u003C\\/strong>\u003C\\/td>\\r\\n\u003Ctd width=\\\"292\\\">\u003Cstrong>Rates (ex tax)\u003C\\/strong>\u003C\\/td>\\r\\n\u003C\\/tr>\\r\\n\u003Ctr>\\r\\n\u003Ctd rowspan=\\\"2\\\" width=\\\"332\\\">Business Hours \\r\\n\\r\\nMonday \\u2013 Friday, 8:30am \\u2013 5:00pm\u003C\\/td>\\r\\n\u003Ctd width=\\\"292\\\">Onsite: $180 \\/ hour\u003C\\/td>\\r\\n\u003C\\/tr>\\r\\n\u003Ctr>\\r\\n\u003Ctd width=\\\"292\\\">Remote: $180 \\/ hour\u003C\\/td>\\r\\n\u003C\\/tr>\\r\\n\u003Ctr>\\r\\n\u003Ctd width=\\\"332\\\">After hours\u003C\\/td>\\r\\n\u003Ctd width=\\\"292\\\">$260 \\/ hour\u003C\\/td>\\r\\n\u003C\\/tr>\\r\\n\u003Ctr>\\r\\n\u003Ctd width=\\\"332\\\">Public Holidays\u003C\\/td>\\r\\n\u003Ctd width=\\\"292\\\">$360 \\/ hour\u003C\\/td>\\r\\n\u003C\\/tr>\\r\\n\u003Ctr>\\r\\n\u003Ctd width=\\\"332\\\">Travel Time \\u2013 Return Trip\u003C\\/td>\\r\\n\u003Ctd width=\\\"292\\\">Onsite call out fee of $90 ex*\u003C\\/td>\\r\\n\u003C\\/tr>\\r\\n\u003Ctr>\\r\\n\u003Ctd colspan=\\\"2\\\" width=\\\"624\\\">Note: All labour is billed in 15 minute increments. \\r\\n\\r\\n*Additional travel costs may be incurred outside of metro area\\r\\n\\r\\n\u003Cstrong>All prices are GST exclusive\u003C\\/strong>\u003C\\/td>\\r\\n\u003C\\/tr>\\r\\n\u003C\\/thead>\\r\\n\u003C\\/table>\\r\\n \\r\\n\u003Ch1>Terms of business for supply of Services and Deliverables\u003C\\/h1>\\r\\n1.\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Definitions and interpretation\\r\\n\\r\\n1.1\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Definitions\\r\\n\\r\\n\u003Cstrong>Agreement\u003C\\/strong>\\u00a0means the contract between you and us which is governed by these terms of business.\\r\\n\\r\\n\u003Cstrong>Confidential Information\u003C\\/strong>\\u00a0of a party (for the purposes of this definition, the\\u00a0\u003Cstrong>Discloser\u003C\\/strong>) means any information, whenever disclosed, relating to the business, know-how, products, services, customers, suppliers or other affairs of the Discloser or any members of its Group (including any such information made available to the Discloser by any third party and, in our case, information contained in any Technology Rights or Licensed Programs), but excluding any information which is: (i) publicly known or becomes publicly known other than by breach of this Agreement or any other obligation of confidentiality; (ii) disclosed to the other party without restriction by a third party and without any breach of confidentiality by the third party; or (iii) developed independently by the other party without reliance on any of the Discloser\\u2019s Confidential Information.\\r\\n\\r\\n\u003Cstrong>Deliverables\u003C\\/strong>\\u00a0means anything the Proposal or otherwise agreed in a change pursuant to clause 2(m) indicates we will deliver to you in the course of providing the Services, including goods, services, software and rights relating to the use of software (including licences and maintenance services).\\r\\n\\r\\n\u003Cstrong>Group\u003C\\/strong>\\u00a0means, in relation to a body corporate, that body corporate and all its related bodies corporate (as that term is defined in the\\u00a0\u003Cem>Corporations Act 2001\u003C\\/em>\\u00a0(Cth)).\\r\\n\\r\\n\u003Cstrong>Intellectual Property Rights\u003C\\/strong>\\u00a0means any rights in or to any patent, copyright, database rights, registered design or other design right, utility model, trade mark, eligible layout right, chip topography right and any other rights of a proprietary nature in or to the results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields, whether registrable or not and wherever existing in the world, including all renewals, extensions and revivals of, and all rights to apply for, any of the foregoing rights.\\r\\n\\r\\n\\u201c\u003Cstrong>Insolvent\u003C\\/strong>\\u201d means, in relation to a party, that it: (i) is unable to pay its debts as they fall due; (ii) has a receiver, administrator, administrative receiver, liquidator or similar person appointed under the laws of any jurisdiction; (iii) calls a meeting of its creditors; or (iv) for any reason ceases to carry on business.\\r\\n\\r\\n\u003Cstrong>Licensed Program\u003C\\/strong>\\u00a0means any software program provided to you which is intended to be retained by you for the term of this Agreement or longer, as stated in the Proposal. Licensed Programs may be provided by third-party licensors..\\r\\n\\r\\n\u003Cstrong>Material\u003C\\/strong>\\u00a0includes any documents, algorithms, computer software (whether source code, object code or any other sort of computer code), plans or specifications.\\r\\n\\r\\n\u003Cstrong>Notifiable Data Breach\u003C\\/strong>\\u00a0means an eligible breach of the\\u00a0\u003Cem>Privacy Act 1988\u003C\\/em>\\u00a0which is required to be reported under the Notifiable Data Breach scheme published by Office of the Australian Privacy Commissioner.\\r\\n\\r\\n\u003Cstrong>Personnel\u003C\\/strong>\\u00a0means in relation to a party, its employees, directors, officers, agents, advisers and contractors (other than the other party) and the Personnel of any such advisers or contractors (if any).\\r\\n\\r\\n\u003Cstrong>Privacy Act\u003C\\/strong>\\u00a0means the\\u00a0\u003Cem>Privacy Act 1988\u003C\\/em>\\u00a0including the Australian Privacy Principles and any similar binding directives or regulations issued under or pursuant to that Act.\\r\\n\\r\\n\u003Cstrong>Project\u003C\\/strong>\\u00a0means the project, as described in the Proposal, in relation to which we are supplying the Services.\\r\\n\\r\\n\u003Cstrong>Proposal\u003C\\/strong>\\u00a0means the proposal, as identified in the document which contains or which referred you to these terms of business.\\r\\n\\r\\n\u003Cstrong>Services\u003C\\/strong>\\u00a0means any services to be supplied by us, as described in the Proposal or otherwise agreed in a change pursuant to clause 2(m) 2(m).\\r\\n\\r\\n\u003Cstrong>Territory\\u00a0\u003C\\/strong>means Australia or, to the extent that the Proposal indicates that any rights we grant to you may be exercised in a different area, then (in relation to those particular rights) it means that different area.\\r\\n\\r\\n\u003Cstrong>Work\\u00a0\u003C\\/strong>means any Deliverable developed or created by us, whether in the course of providing the Services or otherwise.\\r\\n\\r\\n1.2\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Interpretation\\r\\n\\r\\nIn these terms of business:\\r\\n\\r\\n(a)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 references to \\u201cyou\\u201d refer to you, the customer, we will provide the Services to and \\u201cyour\\u201d has a corresponding meaning;\\r\\n\\r\\n(b)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 references to \\u201cus\\u201d and \\u201cwe\\u201d refer to the entity whose name appears at the top of these terms of business and \\u201cour\\u201d has a corresponding meaning;\\r\\n\\r\\n(c)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 references to a party means either you or us;\\r\\n\\r\\n(d)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 the headings are for convenience only and do not affect the construction or interpretation;\\r\\n\\r\\n(e)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 unless the context requires otherwise, words importing the singular include the plural and vice versa;\\r\\n\\r\\n(f)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 references to any person include references to any human being, company, body corporate, association, joint venture, partnership, trust and any entity capable of suing and being sued;\\r\\n\\r\\n(g)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 a reference to any statute includes references to that statute as from time to time amended, consolidated or re-enacted and all rules, regulations, statutory instruments or orders made under it; and\\r\\n\\r\\n(h)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 \\u201cincluding\\u201d means \\u201cincluding without limitation\\u201d and \\u201cincludes\\u201d or \\u201cinclude\\u201d and \\u201cin particular\\u201d are to be understood similarly.\\r\\n\\r\\n(i)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 In the event of any conflict between our Proposal and these terms of business, the engagement letter or confirmation letter will take precedence.\\r\\n\\r\\n(j)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 The Proposal and these terms of business apply to the exclusion of any other terms including any terms included on or in or referenced in any order, purchase order, letter or other document that you provide in relation to the Services which are of no force or effect regardless of the date of such terms.\\r\\n\\r\\n2.\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Acceptance and Supply of Services\\r\\n\\r\\n(a)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Where you have received a Proposal from us you must respond promptly to either accept or decline that Proposal by signing and returning a copy of the Proposal. Acceptance of the Proposal means you have agreed to be bound by the Proposal and these terms of business (which apply to the exclusion of any other terms). If you proceed to engage or otherwise verbally authorise us to provide the Services and Deliverables (but have not signed the Proposal) you will be deemed to have agreed to the Proposal and these terms of business.\\r\\n\\r\\n(b)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 We will perform the Services and supply any Deliverables using our reasonable skill and care.\\u00a0 We must use our reasonable endeavours to comply with any timetable indicated in the Proposal.\\u00a0 Except as otherwise stated in the Proposal, any such timetable is an estimate only. We will use reasonable efforts to ensure that individuals named in our Proposal are available to perform the Services. If we are unable to do this we will provide you with details of replacement staff.\\r\\n\\r\\n(c)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 You must provide to us any information and assistance which we may reasonably require in order for us to perform our obligations and, in particular (but without limitation), you must do all those things which the Proposal indicates that you will do. Our ability to perform the Services successfully is dependent on your performance and we require your timely co-operation, including:\\r\\n\\r\\n(i)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 (if stated in our Proposal), making your staff available to work with us;\\r\\n\\r\\n(ii)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 where you are using third parties, the management of those third parties and the quality of their work and input;\\r\\n\\r\\n(iii)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 arranging access to third parties where applicable;\\r\\n\\r\\n(iv)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 informing us of any modification, installation, or service performed on your network by anyone other than our Personnel in order to assist us in providing efficient and effective network support;\\r\\n\\r\\n(v)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 making senior executives available for consultation on request;\\r\\n\\r\\n(vi)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 where we are working in your premises, providing reasonable working facilities for us including office space, heat, light, ventilation, electric current and outlets, internet, and remote access; and\\r\\n\\r\\n(vii)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 making decisions promptly to facilitate the performance of the Services.\\r\\n\\r\\n(d)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 If you fail to comply with these obligations, we will not be in breach of this Agreement to the extent that we are prevented from performing our obligations due to your failure and we will be entitled to any additional costs and to charge you for any delay or additional Services we have to provide. Specifically, we may, at our option charge you for the period of the delay for our Personnel with such charges being calculated on a time and materials basis at our then prevailing rates. If you agree to allow us to redeploy those Personnel to alternate customer work, these charges will not apply but we cannot guarantee the availability of those redeployed Personnel once the Services recommence. Where our Proposal sets a fixed price for Deliverables, we also reserve the right to charge and invoice for partially completed Deliverables which we are unable to complete due to the delay. The amount payable will be determined by us (acting reasonably) based on the proportion of the Deliverable actually completed. Any charges made will be deducted from the amount ultimately payable for the completed Deliverable.\\r\\n\\r\\n(e)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 To the best of your knowledge and belief documentation, the information you have provided to us is not false or misleading and does not omit material particulars. Unless otherwise stated in our Proposal, we will not verify the accuracy and completeness of the documentation or information you provide. We rely on you bringing to our attention any changes in the documentation and information supplied by you or on your behalf during the course of the Project or Services.\\r\\n\\r\\n(f)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 In the course of providing the Services, we may provide oral comments, or draft reports, presentations, letters, schedules and other documents. No reliance shall be placed on such draft or oral documents, conclusions or advice as they may be subject to further work, revision and other factors which may mean that such drafts are substantially different from any final report or advice issued. The final results of our work will be set out in our final report or advice.\\r\\n\\r\\n(g)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 As we deliver each Deliverable, you must give us notice within 15 days of our delivery (or any longer period indicated in the Proposal), indicating whether you accept or reject the Deliverable (you may only reject the Deliverable if it is defective or does not meet the agreed specifications or acceptance criteria set out in the Proposal).\\u00a0 If you do not give us any notice within the required period, you will be deemed to have accepted the Deliverable.\\u00a0 You must not reject a Deliverable unless it fails to comply substantially with the requirements of the Proposal.\\u00a0 If you give notice rejecting any Deliverable, you must allow us a reasonable time to correct the Deliverable and supply the Deliverable again, in which case the provisions of this clause 2(g) will apply again.\\r\\n\\r\\n(h)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 You acknowledge that: (i) the Proposal describes fully the extent of our obligations to you in relation to the Project or Services; and (ii) except as described in the Proposal, it is your responsibility to ensure that you have all you need (including any computer hardware and software, and communications equipment) to benefit from the Services and any Deliverables.\\r\\n\\r\\n(i)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 If the Proposal indicates that we will procure any Deliverable from any third party (which may include a Licensed Program), our only obligation in relation to procuring the Deliverable is to procure it on the third party\\u2019s standard terms (or any other terms indicated in the Proposal), so that the third party contracts directly with you and you authorise us to act as your agent for that purpose.\\u00a0 To the fullest extent permitted by law, we exclude all liability to you in respect of any such Deliverable and your only remedy in respect of any such Deliverable will be against the relevant third party under the terms of your contract with that third party.\\r\\n\\r\\n(j)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 If the Proposal indicates that a Deliverable comprises computer software, we will deliver the software to you in object code form only, without the source code from which that object code was generated, subject to any contrary provision in the Proposal.\\r\\n\\r\\n(k)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Subject to any other provision in the Proposal, if either party is to provide any Material to the other in electronic form, they must do so using a reasonably suitable format and reasonably suitable media.\\r\\n\\r\\n(l)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Where our Services involve repair, refurbishment, data cleansing or disposal of any computer equipment, we will use industry standard methods of wiping data permanently and, where applicable, you authorise us to dispose of computer equipment following that data wipe but we do not accept any liability for any data that we are unable to remove.\\r\\n\\r\\n(m)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Either of us may request changes to the Services and Deliverables described in the Proposal but no changes take effect unless agreed in writing. If we agree to provide any services in addition to the Services or supply any Material or thing other than the Deliverables, we will do so on these terms of business (unless other terms are agreed) and, unless otherwise agreed in the agreed variation, you must pay for them at the agreed rates or (if rates are not agreed) our standard time and materials rates from time to time.\\r\\n\\r\\n(n)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 The Services will be provided solely for your benefit and use unless provided otherwise in the engagement letter, confirmation letter or proposal. Accordingly, you must not provide any documentation or deliverables in respect of the Services to any third party without our written consent. We accept no liability or responsibility to any third party in respect of the Services.\\r\\n\\r\\n3.\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Intellectual Property\\r\\n\\r\\n(a)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 We do not assign to you any Intellectual Property Rights in or to any material which we own and which we provide to you (and you do not obtain any rights other than those specifically granted under this Agreement) which are created in the provision of\\u00a0 Services or Deliverables\\u00a0 or which existed prior to the provision of the Services or which are otherwise developed independently of this Agreement including modifications, adaptations, enhancements or extension of any of such rights (even if carried out as part of the Works) (\\u201c\u003Cstrong>Technology Rights\u003C\\/strong>\\u201c).\\u00a0 We grant to you a non-exclusive, non-transferable right to exercise, in the Territory, for the purposes contemplated by the Proposal, any Technology Rights, to the extent that it is reasonably necessary to allow you to use any Works we carry out for you as part of the Works and, unless otherwise stated in the Proposal, this does not include the right to modify, adapt, enhance or extend the Technology Rights with the exception of new user processes we create for you which you may modify for your own business purposes.\\r\\n\\r\\n(b)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 We grant to you a non-exclusive, non-transferable right to use (including reproduce) any Licensed Programs specified in the Proposal in the Territory, for the purposes, term and to the extent indicated in the Proposal. This includes use of our user access portal. Licensed Programs owned by a third party are provided on the standard terms on which that the third party licenses the Licensed Programs, in which case, the licence terms will be set out in the Proposal (and must be read as if we are the licensor and you are Falkan Consulting) or, where it is provided in the Proposal that we arrange for the third party licence to be granted to you directly, the terms will be in the licence agreement you enter into with that third party.\\r\\n\\r\\n(c)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 You may exercise each of the rights granted by clauses 3(b) or 3(c) for the period specified in the Proposal. If nothing is stated in the Proposal, the licences will be for the period for which we are providing Services and Deliverables to you under this Agreement.\\r\\n\\r\\n(d)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 When you have exhausted your rights to use any Technology Rights or Licensed Programs, you must destroy or, if requested by us or required by the Proposal, return to us any original or copies of the Technology Rights or Licensed Programs (or any part of it) which are in your possession or control.\\r\\n\\r\\n(e)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Unless the Proposal expressly authorises you to do so, you must not supply or license any of the Services or any Technology Rights or Licensed Programs (or any part of them) to any other person.\\u00a0 If you make any such supply or grant (or purport to grant) any such licence (whether or not permitted by this Agreement), you indemnify us against any damages that may be awarded against us, and any costs (including any legal fees) or expenses incurred by us, as a result of any claim (whether in negligence or any other tort, under statute or otherwise at all) which the person you supplied or licensed (or any other person supplied or licensed through them) may make against us as a result of your supply or licence.\\r\\n\\r\\n(f)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 You must not use or otherwise deal with any Technology Rights or Licensed Programs except as expressly permitted by this clause 3.\\r\\n\\r\\n4.\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 IP infringement\\r\\n\\r\\n(a)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Subject to clause 4(c), if any person makes any claim against you on grounds that your use of any Work (note that this indemnity does not cover third party owned products) infringes any Intellectual Property Right of any person in the Territory, we indemnify you against:\\r\\n\\r\\n(i)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 all damages awarded in final judgement against you in respect of the claim and your reasonable legal costs arising out of the claim; and\\r\\n\\r\\n(ii)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 any liability under any settlement of the claim agreed in accordance with this clause 4(a),\\r\\n\\r\\nsubject to the following conditions:\\r\\n\\r\\n(A)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 you must promptly give us notice describing any such claim of which you have knowledge;\\r\\n\\r\\n(B)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 you must not make any admissions in relation to the claim without our prior written consent;\\r\\n\\r\\n(C)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 you, at our request and expense, must allow us to conduct and settle all negotiations and litigation relating to any such claim; and\\r\\n\\r\\n(D)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 at all times in relation to the claim, you must act in accordance with our reasonable instructions and, at our request, afford all reasonable assistance with all negotiations or litigation, provided that we must reimburse you for any reasonable expenses incurred in so doing.\\r\\n\\r\\n(b)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 If an infringement referred to in clause 4(a) occurs, at our option, we must:\\r\\n\\r\\n(i)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 replace or change the Work, without adversely affecting it in a material way, so as to prevent the infringement;\\r\\n\\r\\n(ii)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 obtain, at our cost, a right for you to continue using the Work unchanged; or\\r\\n\\r\\n(iii)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 refund to you the amounts paid in respect of the infringing Work (or any group of Works including the infringing Work) or, if the amount paid for the Work (or any group of Works including the infringing Work) was not separately identified in the Proposal, end this Agreement and refund to you all amounts paid under it.\\r\\n\\r\\n(c)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 You will have no right under clauses 4(a) or 4(b) to the extent that any infringement arises as a result of:\\r\\n\\r\\n(i)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 any modification to the Work made by you;\\r\\n\\r\\n(ii)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 use of the Work in combination with other software, hardware or other components not contemplated by the Proposal; or\\r\\n\\r\\n(iii)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 use of the Work in a manner or for a purpose not contemplated by the Proposal.\\r\\n\\r\\n(d)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 To the fullest extent permitted by law, your rights under clauses 4(a) or 4(b) are your sole and exclusive remedy for any infringement referred to in clause 4(a).\\r\\n\\r\\n(e)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Your rights in relation to Licensed Programs which are not owned by us which are the subject of a claim by a third party are governed by the terms applicable to such Licensed Programs.\\r\\n\\r\\n5.\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Warranties\\r\\n\\r\\n(a)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 We warrant that:\\r\\n\\r\\n(i)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 our Personnel engaged in the provision of the Services will be appropriately qualified and experienced; and\\r\\n\\r\\n(ii)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 the media on which the any Deliverables are provided will be free from manufacturing defects.\\r\\n\\r\\n(b)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 We warrant that each Work will comply substantially with the requirements of the Proposal for a period of 30 days (or any longer period indicated in the Proposal) from the date on which you accept it under clause 2(g) (\u003Cstrong>Warranty Period\u003C\\/strong>).\\u00a0 If you report to us any failure of the Work to comply substantially with the requirements of the Proposal during the Warranty Period, we must correct that failure within a reasonable period of time and, to the fullest extent permitted by law, your right to require such correction is your sole and exclusive remedy for any breach of the warranty in this clause 5(b).\\r\\n\\r\\n(c)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 You acknowledge that you are responsible for assessing whether anything (including the Deliverables) supplied by us will be suitable for the purposes for which you will use it. To the extent we have advised you with regard to the Deliverables and their suitability, you acknowledge that we have relied on the information provided by you and, if that information is not accurate or complete, our advice may not be appropriate or meet your requirements.\\r\\n\\r\\n(d)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Except as expressly provided by this Agreement, to the fullest extent permitted by law, we exclude all warranties or conditions (whether implied by statute, general law, custom or otherwise) or representations and, in particular, we exclude any warranty that any Deliverable will be fit for any particular purpose and, in relation to any Deliverable comprising computer software, we exclude any warranty that the Deliverable will operate uninterrupted or error free.\\r\\n\\r\\n(e)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 You warrant that our use and possession, as contemplated by the Proposal, of any information or other Material you provide to us in the course of our providing the Services, will not infringe any Intellectual Property Rights of any third party.\\r\\n\\r\\n(f)\\u00a0 \\u00a0 \\u00a0 \\u00a0 Unless advised or explicitly added to quotes, any reference to Warranty for the procurement of hardware is a \\u201cManufacturers\\u201d warranty. Falkan Consulting will work with the manufacturer to claim any warranty repairs on behalf of the customer\\/client.\\u00a0 Labour costs may be incurred to assist the manufacturer can deliver the warranty to the customer\\/client.\\r\\n\\r\\n6.\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Payment and GST\\r\\n\\r\\n(a)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 You must pay our fees as set out in the Proposal. The fee arrangement is based on the expected amount of time and the skill level of staff required completing the Services at the respective hourly rates. Where quotations have been provided for specific Services and\\/or Deliverables, these quotations will provide adequate detail of all time and allocated staff and rates. Where we have agreed a fixed fee arrangement for Deliverables or Services the Proposal will set out the specific Services and Deliverables included in that fixed fee arrangement. In the event that the scope of the Services or Deliverables to be provided change from the original quotation or fixed fee, a new quotation or fixed fee must be agreed as a change under clause 2(m) before any further Services or Deliverables to those contracted for are provided.\\r\\n\\r\\n(b)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 We reserve the right to revise our fee scale bi-annually except with regard to rates of our third party suppliers which we may revise at any time in the event that they revise their rates they charge to us. Our rates quoted to you otherwise remain in force until the next 31 December or 30 June, as appropriate, and we may increase our fees for any work performed after those dates.\\u00a0 We shall provide you reasonable notice of any changes to our fees.\\r\\n\\r\\n(c)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 We will charge you for our out-of-pocket expenses such as reasonable travel, subsistence and document handling costs (photocopying, printing, and courier etc) incurred in connection with the Services. The charges will be calculated as the amounts we incur (net of any GST input tax credit to which we are entitled) plus GST as applicable.\\r\\n\\r\\n(d)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 The fees and any other amounts referred to in the Proposal are expressed exclusive of GST.\\u00a0 If GST is payable as a consequence of any supply made (or deemed to be made) by us to you in connection with the Proposal, you must pay us an amount equal to the GST payable in respect of the supply, in addition to the amounts otherwise payable.\\r\\n\\r\\n(e)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 We may invoice you in respect of the fees (and any applicable GST) in accordance with any dates for invoicing specified in the Proposal or: (i) if the Proposal does not specify an invoicing date, up to 14 days before any date for payment specified in the Proposal; (ii) if the Proposal does not specify an invoicing or payment date, on completion of the performance of our obligations to which the payment relates.\\r\\n\\r\\n(f)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 You must pay us each of the fees no later than: (i) any date by which the Proposal indicates payment of the fee is due; or (ii) if the proposal does specify a date for payment, the date 14 days (or other period specified in the Proposal) after the date you receive from us an invoice issued in accordance with this Agreement in respect of the relevant fee.\\u00a0 If any payment is overdue, you must pay us interest on the overdue amount at the annual rate of 2 percentage points above the Commonwealth Bank Corporate Overdraft Rate from time to time from the due date until the date of payment.\\u00a0 Such interest will accrue on a daily basis both before and after judgement. You must indemnify us for all costs and expenses incurred in recovering the monies due and payable, including but not limited to the fees of any mercantile agent or solicitor engaged by us to recover our fees.\\r\\n\\r\\n7.\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Liability\\r\\n\\r\\n(a)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 To the full extent permitted by law, our cumulative liability to you in respect of all claims made by you in connection with our performance of the Proposal, whether arising out of breach of contract, negligence or any other tort, under statute or otherwise, will not exceed in the aggregate the total amount of fees paid to us in connection with the Proposal in the 3 month period immediately preceding the date on most recent claim to be made arose (as agreed or determined by a Court).\\r\\n\\r\\n(b)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Without limiting clause 7(a) and to the full extent permitted by law, we exclude all liability to you in respect of all claims under or in connection with our performance of the Proposal, (whether arising out of breach of contract, negligence or any other tort, under statute or otherwise) for any loss of profit, revenue, data, contracts, opportunity, goodwill or business, any interruption to its business, any failure to realise savings or any consequential, indirect, special, punitive or incidental damages.\\r\\n\\r\\n(c)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Certain legislation, including the Competition and Consumer Act 2010 (Cth) may imply warranties or conditions or impose obligations which cannot be excluded, restricted or modified except to a limited extent.\\u00a0 This Agreement must be read subject to those statutory provisions.\\u00a0 If those statutory provisions apply, notwithstanding any other exclusionary provision of this Agreement, to the extent to which the Supplier is entitled to do so, the Supplier limits its liability in respect of any claim in respect of any breach of such provisions to: in the case of goods, at our option: (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of such goods; (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of having the goods repaired, and in the case of services, at our option: (i) the supply of the services again; or (ii) the payment of the cost of having the services supplied again.\\r\\n\\r\\n(d)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Where we are providing Services that include managing a third-party vendor contracted to you, our obligation is only to use reasonable endeavours to manage service delivery by that vendor and we exclude all liability suffered or incurred by you should that third-party vendor fails to provide the contracted service.\\r\\n\\r\\n(e)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Where our Services and Deliverables are provided to you and for the benefit of your Group, do you undertake to ensure that no action, claim or proceeding is issued or made against us by any member of your Group except for you. Any loss suffered or incurred by any member of your Group (other than you) is deemed to be a loss suffered by you which may be recovered subject to proving the loss was suffered as a consequence of our breach or negligence and specifically, subject to the limitations and exclusions contained in this clause 7.\\r\\n\\r\\n(f)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Nothing in these terms of business excludes or limits either party\\u2019s liability for fraud or claims by a third party that Works infringe that party\\u2019s Intellectual Property Rights or liability to a third party arising out of death or personal injury or damage to tangible property (not loss of data).\\r\\n\\r\\n8.\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Confidentiality, Privacy and Security\\r\\n\\r\\n(a)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Except as permitted or required by the Proposal or this Agreement, each party must not use, or disclose to any other person, any of the other party\\u2019s Confidential Information.\\r\\n\\r\\n(b)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Each party may disclose the Confidential Information of the other party when required to do so by law or any regulatory authority, including any stock exchange on which it or any other member of its Group is listed.\\r\\n\\r\\n(c)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Each party may disclose the Confidential Information of the other party to its Personnel whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person to whom such disclosure is made: (i) is informed of the confidentiality of the information; and (ii) complies with the obligations of confidentiality under this Agreement as if they were bound by them.\\r\\n\\r\\n(d)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Each party must not disclose the terms of the Proposal to any person, except in accordance with the provisions of clauses 8(b) or 8(c).\\r\\n\\r\\n(e)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Each party must establish and maintain effective security measures to prevent any unauthorised use or disclosure of, or unauthorised access, loss or damage to, the Confidential Information of the other party.\\r\\n\\r\\n(f)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Subject to any statutory provisions to the contrary, it is our practice to destroy documents belonging to us after they are more than seven years old. Your acceptance of these terms includes your consent for us to destroy any documents that belong to you which have been filed amongst our own papers.\\r\\n\\r\\n(g)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 The parties acknowledge that during the course of this Agreement, we may receive personal information (as that term is defined in the Privacy Act. The parties acknowledge that, in respect of this information, they are bound by, and agree to abide by, the Privacy Act. In particular each party must:\\r\\n\\r\\n(i)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 only collect and use personal information if collection and use of such information is necessary to perform this Agreement;\\r\\n\\r\\n(ii)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 not obtain or seek to obtain any personal information direct from any the other party\\u2019s customers without the prior express approval of the relevant party;\\r\\n\\r\\n(iii)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 take reasonable steps to protect the personal information held from misuse, loss, unauthorised access or disclosure;\\r\\n\\r\\n(iv)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 upon request by the other party, inform that party of all persons who have access to the personal information and the measures being taken to prevent its misuse, loss, unauthorised access or disclosure;\\r\\n\\r\\n(v)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 take reasonable steps to destroy or permanently de-identify personal information if it is no longer necessary to perform this Agreement; and\\r\\n\\r\\n(vi)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 abide by any reasonable instructions or directions given by the other party in relation to holding, use and destruction of that party\\u2019s personal information.\\r\\n\\r\\n(h)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Each party will:\\r\\n\\r\\n(i)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 in relation to a\\u00a0 Notifiable Data Breach or potential\\u00a0 Notifiable Data Breach, cooperate with the other party in relation to any breach of the Privacy Act which is or may be a Notifiable Data Breach, to assess and determine whether the breach is a Notifiable Data Breach and, if that is the case, ensure that the provisions of the Privacy Act are complied with in reporting the breach to the Office of the Australian Privacy Commissioner, preparing a data breach response plan and implementing that plan to notify affected individuals whose Personal Information has been the subject of the breach. If the parties disagree about whether a breach is a Notifiable Data Breach, it is agreed that the breach will be deemed to be a Notifiable Data Breach; and\\r\\n\\r\\n(ii)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Generally, provide all reasonable assistance to the other party in connection with any request for information, investigation or enquiry by any authorities (including any data breach notification issued by you in relation to a Notifiable Data Breach) in order to comply with, observe or implement any recommendation or direction of any authorities relating to any of your acts or practices or ours that the authority considers do not comply with the Privacy Act.\\r\\n\\r\\n(i)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 You acknowledge that, unless otherwise stated in the Proposal, that:\\r\\n\\r\\n(i)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Services will be provided by us and our Personnel wholly or in part within your environment utilising computer equipment provided by you or by secure connection such as Citrix (or similar) (we may and you authorise us to install monitoring software to assist us in providing remote maintenance); and\\r\\n\\r\\n(ii)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 you remain responsible for the security of your own environment and the maintenance and security of the secure connection including implementing and maintaining firewall and anti-virus technologies in accordance with the vendor\\u2019s recommendations and otherwise implementing and ensuring your Personnel take all reasonable measures to protect your environment from unauthorised access or virus infection,\\r\\n\\r\\nprovided that we remain responsible to ensure that our Personnel comply with your operating policies and procedures with regard to security, data security and firewall detection software and intrusion detection policies whilst operating within your environment. If we make any recommendations with regard to security, data security or firewall detection software or other intrusion detection technologies, procedures or practices (including third party data security services), we will have no liability to you and exclude all liability you or any third party may suffer or incur to the extent that, had you complied with our recommendations, the breach would not have occurred and the liability would not have been suffered or incurred.\\r\\n\\r\\n \\r\\n\\r\\n9.\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Physical Access\\r\\n\\r\\n(a)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 You must provide our Personnel with such access to your premises, as we may reasonably request from time to time.\\r\\n\\r\\n(b)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 You must ensure that our Personnel, when on your premises are provided with a safe working environment and are afforded all assistance and cooperation which they may reasonably request.\\r\\n\\r\\n(c)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 We must ensure that, when our Personnel are on your premises, they comply with your reasonable directions.\\r\\n\\r\\n10.\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Term, Suspension and termination\\r\\n\\r\\n(a)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 This Agreement will commence on the date it has been executed by both parties and continue for the term specified in the Proposal unless terminated earlier in accordance with the terms of this Agreement. In the absence of any term being stated in the Proposal, this Agreement will continue for 12 months and automatically renew for further one month periods on the expiry of that first 12 month period.\\r\\n\\r\\n(b)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 If you do not pay us when you are required to do so, we may suspend our performance under this Agreement until we have received payment of all overdue amounts.\\r\\n\\r\\n(c)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Either party (\u003Cstrong>Terminating Party\u003C\\/strong>) may end this Agreement immediately by Notice to the other party (\u003Cstrong>Defaulting Party\u003C\\/strong>) if:\\r\\n\\r\\n(i)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 the Defaulting Party commits a material breach of this Agreement which, if the breach is capable of remedy, is not remedied within 30 days of the Terminating Party giving the Defaulting Party Notice stating that the breach has occurred and requesting its remedy; or\\r\\n\\r\\n(ii)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 the Defaulting Party is Insolvent.\\r\\n\\r\\n(d)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Termination of this Agreement under this clause 10is without prejudice to any other right (whether arising under this Agreement, at general law or otherwise) which may have accrued to the Terminating Party.\\r\\n\\r\\n(e)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Either party may, at any time on 45 days\\u2019 prior written notice, terminate this Agreement.\\r\\n\\r\\n(f)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 In circumstances this Agreement is terminated for whatever reason, you must pay us for all Services and Deliverables provided to you under this Agreement up to the date of termination. Where any Deliverables are partially completed, you must pay for those Deliverables on a pro rata basis determined by us (acting reasonably) having regard to the extent to which the Deliverable has been completed.\\r\\n\\r\\n(g)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 In relation to any notice period (other than in circumstances where you have lawfully terminated this Agreement for our default), you must pay us the greater of:\\r\\n\\r\\n(i)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 the amount payable for the Services and Deliverables provided during the notice period; or\\r\\n\\r\\n(ii)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 where no Services or Deliverables are provided, the average of the amounts paid to us in the three months immediately preceding the date the notice of termination is issued and, if less than three months, the average of that period during which Services or Deliverables have actually been provided.\\r\\n\\r\\n11.\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Insurance\\r\\n\\r\\n(a)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 We agree to maintain at our expense suitable insurance coverage including professional indemnity insurance, public liability insurance and worker\\u2019s compensation insurance as required by law.\\r\\n\\r\\n(b)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 You agree to obtain and maintain suitable insurance coverage including but not limited to public liability insurance and worker\\u2019s compensation as required by law.\\r\\n\\r\\n12.\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 General provisions\\r\\n\\r\\n(a)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 We reserve the right to employ subcontractors, and any reference to our staff includes subcontractor staff. Subject to any contrary provision in our proposal, engagement letter or confirmation letter, we will remain liable to you for any of the Services that are provided by our subcontractors.\\r\\n\\r\\n(b)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 You acknowledge that we provide services and deliverables the same as or similar to, the Services and Deliverables we provide to you, to other clients, some of whom may be in competition with you or have interests which conflict with your own. We will not be prevented or restricted by virtue of our relationship with you under this Agreement from providing such services and deliverables to other clients.\\r\\n\\r\\n(c)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 For the duration of this Agreement, and for a period of 12 months (or, if that is not enforceable, 6 months) after its termination or completion, you will not directly or indirectly employ, or procure a third party to employ, any employee or contractor of ours who has taken part in the performance of the Services. If you offer employment or any other form of engagement to such an employee or contractor, and if we give our consent and the employee accepts the offer, then you will pay a recruitment fee to us. The recruitment fee will be calculated at 30% of the relevant person\\u2019s gross annual salary package or equivalent if that person is a contractor.\\r\\n\\r\\n(d)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Neither of us will be liable to the other for any delay or failure to fulfil their obligations under this Agreement to the extent that any such delay or failure arises from causes beyond their control, including but not limited to fire, floods, acts of God, acts or regulations of any governmental or supranational authority, war, riot, terrorist activities, strikes, lockouts and industrial disputes.\\r\\n\\r\\n(e)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 We may communicate with each other electronically. Electronically transmitted information cannot be guaranteed to be secure or virus or error free and consequently such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use. We will use commercially reasonable procedures to check for the then most commonly known viruses before sending information electronically, but we will not be liable to you in respect of any error, omission or loss of confidentiality arising from or in connection with the electronic communications. If you do not accept these risks, you should notify us in writing that you do not want us to communicate electronically with you.\\r\\n\\r\\n(f)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 You acknowledge and agree that our relationship with you is that of an independent contractor. Neither of us may claim or make any representation whatsoever to any third party that it is an agent of, or in partnership with, the other party and each party acknowledges that is has no power or authority to bind the other in respect of any matter whatsoever and it will not represent to any person that it has such power or authority.\\r\\n\\r\\n(g)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 If we receive any legally enforceable notice or demand issued by any third party, including the Australian Securities & Investments Commission, the Australian Taxation Office, the Australian Stock Exchange, any government statutory body or instrumentality, or any court or tribunal in relation to or in connection with the Services or this Agreement, you agree to pay our reasonable professional costs and expenses (including solicitor client expenses) in complying with or challenging any such notice or demand to the extent that our costs and expenses are not recovered or recoverable from the party issuing the notice or demand.\\r\\n\\r\\n(h)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 These terms of business and the Proposal is the entire agreement of the parties about the subject matter of this Agreement and supersedes all other representations, negotiations, arrangements, understandings or agreements and all other communications.\\u00a0 No party has entered into this Agreement relying on any representations made by or on behalf of the other, other than those expressly made in this Agreement.\\r\\n\\r\\n(i)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 If a provision of this Agreement is invalid or unenforceable in a jurisdiction it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability and that fact does not affect the validity or enforceability of the remaining provisions.\\r\\n\\r\\n(j)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 If there is any inconsistency between the Proposal and these terms of business, these terms of business will prevail.\\r\\n\\r\\n(k)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 This Agreement may be amended only by a document signed by both parties.\\r\\n\\r\\n(l)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Neither of us may transfer, charge or otherwise seek to deal with our rights or obligations under this Agreement without prior written consent of the other party, except that we may each transfer all or any part of our respective rights and obligations under this Agreement to any partnership or legal entity authorised to take over all or part of our business in the event of its sale. In the event that this Agreement is to be novated as part of a sale of business in the form of an asset sale by a party, the other party is deemed to have consented to the novation of this Agreement and for the sole purpose, appoints the selling party as its attorney to execute any documentation to effect such novation.\\r\\n\\r\\n(m)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 Any provision of this Agreement which, by its nature should survive termination or expiry, survive termination or expiry including clauses 1, 3, 4, 6 (to the extent payments are due and owing), 7, 10 and 12.\\r\\n\\r\\n(n)\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0\\u00a0 This Agreement is governed by and interpreted in accordance with the laws of the State of Victoria and the parties agree that the Courts of that State shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the\\u00a0 and any matter arising from it. The parties irrevocably waive any right they may have to object to any action being brought in those Courts, to claim that the action has been brought to an inconvenient forum or to claim that those Courts do not have jurisdiction.\",\"_custom_content_section\":\"field_66e42883098ab\"},\"mode\":\"preview\"}","\u003Cdiv class=\"falkan-preview-custom-content\">\n\t\u003Cp>Please read Falkan’s Consulting’s Quote Terms and Conditions below. Should you have any questions, please reach out to office on 03 86390115 or contact accounts@falkanwp.wpengine.com\u003C/p>\n\u003Ch1>Rates Schedule\u003C/h1>\n\u003Cp>*As of 1st July 2024\u003C/p>\n\u003Ctable width=\"624\">\n\u003Cthead>\n\u003Ctr>\n\u003Ctd width=\"332\">\u003Cstrong>Time of Service\u003C/strong>\u003C/td>\n\u003Ctd width=\"292\">\u003Cstrong>Rates (ex tax)\u003C/strong>\u003C/td>\n\u003C/tr>\n\u003Ctr>\n\u003Ctd rowspan=\"2\" width=\"332\">Business Hours \u003C/p>\n\u003Cp>Monday – Friday, 8:30am – 5:00pm\u003C/td>\n\u003Ctd width=\"292\">Onsite: $180 / hour\u003C/td>\n\u003C/tr>\n\u003Ctr>\n\u003Ctd width=\"292\">Remote: $180 / hour\u003C/td>\n\u003C/tr>\n\u003Ctr>\n\u003Ctd width=\"332\">After hours\u003C/td>\n\u003Ctd width=\"292\">$260 / hour\u003C/td>\n\u003C/tr>\n\u003Ctr>\n\u003Ctd width=\"332\">Public Holidays\u003C/td>\n\u003Ctd width=\"292\">$360 / hour\u003C/td>\n\u003C/tr>\n\u003Ctr>\n\u003Ctd width=\"332\">Travel Time – Return Trip\u003C/td>\n\u003Ctd width=\"292\">Onsite call out fee of $90 ex*\u003C/td>\n\u003C/tr>\n\u003Ctr>\n\u003Ctd colspan=\"2\" width=\"624\">Note: All labour is billed in 15 minute increments. \u003C/p>\n\u003Cp>*Additional travel costs may be incurred outside of metro area\u003C/p>\n\u003Cp>\u003Cstrong>All prices are GST exclusive\u003C/strong>\u003C/td>\n\u003C/tr>\n\u003C/thead>\n\u003C/table>\n\u003Cp> \u003C/p>\n\u003Ch1>Terms of business for supply of Services and Deliverables\u003C/h1>\n\u003Cp>1.           Definitions and interpretation\u003C/p>\n\u003Cp>1.1        Definitions\u003C/p>\n\u003Cp>\u003Cstrong>Agreement\u003C/strong> means the contract between you and us which is governed by these terms of business.\u003C/p>\n\u003Cp>\u003Cstrong>Confidential Information\u003C/strong> of a party (for the purposes of this definition, the \u003Cstrong>Discloser\u003C/strong>) means any information, whenever disclosed, relating to the business, know-how, products, services, customers, suppliers or other affairs of the Discloser or any members of its Group (including any such information made available to the Discloser by any third party and, in our case, information contained in any Technology Rights or Licensed Programs), but excluding any information which is: (i) publicly known or becomes publicly known other than by breach of this Agreement or any other obligation of confidentiality; (ii) disclosed to the other party without restriction by a third party and without any breach of confidentiality by the third party; or (iii) developed independently by the other party without reliance on any of the Discloser’s Confidential Information.\u003C/p>\n\u003Cp>\u003Cstrong>Deliverables\u003C/strong> means anything the Proposal or otherwise agreed in a change pursuant to clause 2(m) indicates we will deliver to you in the course of providing the Services, including goods, services, software and rights relating to the use of software (including licences and maintenance services).\u003C/p>\n\u003Cp>\u003Cstrong>Group\u003C/strong> means, in relation to a body corporate, that body corporate and all its related bodies corporate (as that term is defined in the \u003Cem>Corporations Act 2001\u003C/em> (Cth)).\u003C/p>\n\u003Cp>\u003Cstrong>Intellectual Property Rights\u003C/strong> means any rights in or to any patent, copyright, database rights, registered design or other design right, utility model, trade mark, eligible layout right, chip topography right and any other rights of a proprietary nature in or to the results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields, whether registrable or not and wherever existing in the world, including all renewals, extensions and revivals of, and all rights to apply for, any of the foregoing rights.\u003C/p>\n\u003Cp>“\u003Cstrong>Insolvent\u003C/strong>” means, in relation to a party, that it: (i) is unable to pay its debts as they fall due; (ii) has a receiver, administrator, administrative receiver, liquidator or similar person appointed under the laws of any jurisdiction; (iii) calls a meeting of its creditors; or (iv) for any reason ceases to carry on business.\u003C/p>\n\u003Cp>\u003Cstrong>Licensed Program\u003C/strong> means any software program provided to you which is intended to be retained by you for the term of this Agreement or longer, as stated in the Proposal. Licensed Programs may be provided by third-party licensors..\u003C/p>\n\u003Cp>\u003Cstrong>Material\u003C/strong> includes any documents, algorithms, computer software (whether source code, object code or any other sort of computer code), plans or specifications.\u003C/p>\n\u003Cp>\u003Cstrong>Notifiable Data Breach\u003C/strong> means an eligible breach of the \u003Cem>Privacy Act 1988\u003C/em> which is required to be reported under the Notifiable Data Breach scheme published by Office of the Australian Privacy Commissioner.\u003C/p>\n\u003Cp>\u003Cstrong>Personnel\u003C/strong> means in relation to a party, its employees, directors, officers, agents, advisers and contractors (other than the other party) and the Personnel of any such advisers or contractors (if any).\u003C/p>\n\u003Cp>\u003Cstrong>Privacy Act\u003C/strong> means the \u003Cem>Privacy Act 1988\u003C/em> including the Australian Privacy Principles and any similar binding directives or regulations issued under or pursuant to that Act.\u003C/p>\n\u003Cp>\u003Cstrong>Project\u003C/strong> means the project, as described in the Proposal, in relation to which we are supplying the Services.\u003C/p>\n\u003Cp>\u003Cstrong>Proposal\u003C/strong> means the proposal, as identified in the document which contains or which referred you to these terms of business.\u003C/p>\n\u003Cp>\u003Cstrong>Services\u003C/strong> means any services to be supplied by us, as described in the Proposal or otherwise agreed in a change pursuant to clause 2(m) 2(m).\u003C/p>\n\u003Cp>\u003Cstrong>Territory \u003C/strong>means Australia or, to the extent that the Proposal indicates that any rights we grant to you may be exercised in a different area, then (in relation to those particular rights) it means that different area.\u003C/p>\n\u003Cp>\u003Cstrong>Work \u003C/strong>means any Deliverable developed or created by us, whether in the course of providing the Services or otherwise.\u003C/p>\n\u003Cp>1.2        Interpretation\u003C/p>\n\u003Cp>In these terms of business:\u003C/p>\n\u003Cp>(a)         references to “you” refer to you, the customer, we will provide the Services to and “your” has a corresponding meaning;\u003C/p>\n\u003Cp>(b)         references to “us” and “we” refer to the entity whose name appears at the top of these terms of business and “our” has a corresponding meaning;\u003C/p>\n\u003Cp>(c)          references to a party means either you or us;\u003C/p>\n\u003Cp>(d)         the headings are for convenience only and do not affect the construction or interpretation;\u003C/p>\n\u003Cp>(e)         unless the context requires otherwise, words importing the singular include the plural and vice versa;\u003C/p>\n\u003Cp>(f)          references to any person include references to any human being, company, body corporate, association, joint venture, partnership, trust and any entity capable of suing and being sued;\u003C/p>\n\u003Cp>(g)         a reference to any statute includes references to that statute as from time to time amended, consolidated or re-enacted and all rules, regulations, statutory instruments or orders made under it; and\u003C/p>\n\u003Cp>(h)         “including” means “including without limitation” and “includes” or “include” and “in particular” are to be understood similarly.\u003C/p>\n\u003Cp>(i)           In the event of any conflict between our Proposal and these terms of business, the engagement letter or confirmation letter will take precedence.\u003C/p>\n\u003Cp>(j)           The Proposal and these terms of business apply to the exclusion of any other terms including any terms included on or in or referenced in any order, purchase order, letter or other document that you provide in relation to the Services which are of no force or effect regardless of the date of such terms.\u003C/p>\n\u003Cp>2.           Acceptance and Supply of Services\u003C/p>\n\u003Cp>(a)         Where you have received a Proposal from us you must respond promptly to either accept or decline that Proposal by signing and returning a copy of the Proposal. Acceptance of the Proposal means you have agreed to be bound by the Proposal and these terms of business (which apply to the exclusion of any other terms). If you proceed to engage or otherwise verbally authorise us to provide the Services and Deliverables (but have not signed the Proposal) you will be deemed to have agreed to the Proposal and these terms of business.\u003C/p>\n\u003Cp>(b)         We will perform the Services and supply any Deliverables using our reasonable skill and care.  We must use our reasonable endeavours to comply with any timetable indicated in the Proposal.  Except as otherwise stated in the Proposal, any such timetable is an estimate only. We will use reasonable efforts to ensure that individuals named in our Proposal are available to perform the Services. If we are unable to do this we will provide you with details of replacement staff.\u003C/p>\n\u003Cp>(c)          You must provide to us any information and assistance which we may reasonably require in order for us to perform our obligations and, in particular (but without limitation), you must do all those things which the Proposal indicates that you will do. Our ability to perform the Services successfully is dependent on your performance and we require your timely co-operation, including:\u003C/p>\n\u003Cp>(i)               (if stated in our Proposal), making your staff available to work with us;\u003C/p>\n\u003Cp>(ii)              where you are using third parties, the management of those third parties and the quality of their work and input;\u003C/p>\n\u003Cp>(iii)            arranging access to third parties where applicable;\u003C/p>\n\u003Cp>(iv)            informing us of any modification, installation, or service performed on your network by anyone other than our Personnel in order to assist us in providing efficient and effective network support;\u003C/p>\n\u003Cp>(v)              making senior executives available for consultation on request;\u003C/p>\n\u003Cp>(vi)            where we are working in your premises, providing reasonable working facilities for us including office space, heat, light, ventilation, electric current and outlets, internet, and remote access; and\u003C/p>\n\u003Cp>(vii)           making decisions promptly to facilitate the performance of the Services.\u003C/p>\n\u003Cp>(d)         If you fail to comply with these obligations, we will not be in breach of this Agreement to the extent that we are prevented from performing our obligations due to your failure and we will be entitled to any additional costs and to charge you for any delay or additional Services we have to provide. Specifically, we may, at our option charge you for the period of the delay for our Personnel with such charges being calculated on a time and materials basis at our then prevailing rates. If you agree to allow us to redeploy those Personnel to alternate customer work, these charges will not apply but we cannot guarantee the availability of those redeployed Personnel once the Services recommence. Where our Proposal sets a fixed price for Deliverables, we also reserve the right to charge and invoice for partially completed Deliverables which we are unable to complete due to the delay. The amount payable will be determined by us (acting reasonably) based on the proportion of the Deliverable actually completed. Any charges made will be deducted from the amount ultimately payable for the completed Deliverable.\u003C/p>\n\u003Cp>(e)         To the best of your knowledge and belief documentation, the information you have provided to us is not false or misleading and does not omit material particulars. Unless otherwise stated in our Proposal, we will not verify the accuracy and completeness of the documentation or information you provide. We rely on you bringing to our attention any changes in the documentation and information supplied by you or on your behalf during the course of the Project or Services.\u003C/p>\n\u003Cp>(f)          In the course of providing the Services, we may provide oral comments, or draft reports, presentations, letters, schedules and other documents. No reliance shall be placed on such draft or oral documents, conclusions or advice as they may be subject to further work, revision and other factors which may mean that such drafts are substantially different from any final report or advice issued. The final results of our work will be set out in our final report or advice.\u003C/p>\n\u003Cp>(g)         As we deliver each Deliverable, you must give us notice within 15 days of our delivery (or any longer period indicated in the Proposal), indicating whether you accept or reject the Deliverable (you may only reject the Deliverable if it is defective or does not meet the agreed specifications or acceptance criteria set out in the Proposal).  If you do not give us any notice within the required period, you will be deemed to have accepted the Deliverable.  You must not reject a Deliverable unless it fails to comply substantially with the requirements of the Proposal.  If you give notice rejecting any Deliverable, you must allow us a reasonable time to correct the Deliverable and supply the Deliverable again, in which case the provisions of this clause 2(g) will apply again.\u003C/p>\n\u003Cp>(h)         You acknowledge that: (i) the Proposal describes fully the extent of our obligations to you in relation to the Project or Services; and (ii) except as described in the Proposal, it is your responsibility to ensure that you have all you need (including any computer hardware and software, and communications equipment) to benefit from the Services and any Deliverables.\u003C/p>\n\u003Cp>(i)           If the Proposal indicates that we will procure any Deliverable from any third party (which may include a Licensed Program), our only obligation in relation to procuring the Deliverable is to procure it on the third party’s standard terms (or any other terms indicated in the Proposal), so that the third party contracts directly with you and you authorise us to act as your agent for that purpose.  To the fullest extent permitted by law, we exclude all liability to you in respect of any such Deliverable and your only remedy in respect of any such Deliverable will be against the relevant third party under the terms of your contract with that third party.\u003C/p>\n\u003Cp>(j)           If the Proposal indicates that a Deliverable comprises computer software, we will deliver the software to you in object code form only, without the source code from which that object code was generated, subject to any contrary provision in the Proposal.\u003C/p>\n\u003Cp>(k)          Subject to any other provision in the Proposal, if either party is to provide any Material to the other in electronic form, they must do so using a reasonably suitable format and reasonably suitable media.\u003C/p>\n\u003Cp>(l)           Where our Services involve repair, refurbishment, data cleansing or disposal of any computer equipment, we will use industry standard methods of wiping data permanently and, where applicable, you authorise us to dispose of computer equipment following that data wipe but we do not accept any liability for any data that we are unable to remove.\u003C/p>\n\u003Cp>(m)        Either of us may request changes to the Services and Deliverables described in the Proposal but no changes take effect unless agreed in writing. If we agree to provide any services in addition to the Services or supply any Material or thing other than the Deliverables, we will do so on these terms of business (unless other terms are agreed) and, unless otherwise agreed in the agreed variation, you must pay for them at the agreed rates or (if rates are not agreed) our standard time and materials rates from time to time.\u003C/p>\n\u003Cp>(n)         The Services will be provided solely for your benefit and use unless provided otherwise in the engagement letter, confirmation letter or proposal. Accordingly, you must not provide any documentation or deliverables in respect of the Services to any third party without our written consent. We accept no liability or responsibility to any third party in respect of the Services.\u003C/p>\n\u003Cp>3.           Intellectual Property\u003C/p>\n\u003Cp>(a)         We do not assign to you any Intellectual Property Rights in or to any material which we own and which we provide to you (and you do not obtain any rights other than those specifically granted under this Agreement) which are created in the provision of  Services or Deliverables  or which existed prior to the provision of the Services or which are otherwise developed independently of this Agreement including modifications, adaptations, enhancements or extension of any of such rights (even if carried out as part of the Works) (“\u003Cstrong>Technology Rights\u003C/strong>“).  We grant to you a non-exclusive, non-transferable right to exercise, in the Territory, for the purposes contemplated by the Proposal, any Technology Rights, to the extent that it is reasonably necessary to allow you to use any Works we carry out for you as part of the Works and, unless otherwise stated in the Proposal, this does not include the right to modify, adapt, enhance or extend the Technology Rights with the exception of new user processes we create for you which you may modify for your own business purposes.\u003C/p>\n\u003Cp>(b)         We grant to you a non-exclusive, non-transferable right to use (including reproduce) any Licensed Programs specified in the Proposal in the Territory, for the purposes, term and to the extent indicated in the Proposal. This includes use of our user access portal. Licensed Programs owned by a third party are provided on the standard terms on which that the third party licenses the Licensed Programs, in which case, the licence terms will be set out in the Proposal (and must be read as if we are the licensor and you are Falkan Consulting) or, where it is provided in the Proposal that we arrange for the third party licence to be granted to you directly, the terms will be in the licence agreement you enter into with that third party.\u003C/p>\n\u003Cp>(c)          You may exercise each of the rights granted by clauses 3(b) or 3(c) for the period specified in the Proposal. If nothing is stated in the Proposal, the licences will be for the period for which we are providing Services and Deliverables to you under this Agreement.\u003C/p>\n\u003Cp>(d)         When you have exhausted your rights to use any Technology Rights or Licensed Programs, you must destroy or, if requested by us or required by the Proposal, return to us any original or copies of the Technology Rights or Licensed Programs (or any part of it) which are in your possession or control.\u003C/p>\n\u003Cp>(e)         Unless the Proposal expressly authorises you to do so, you must not supply or license any of the Services or any Technology Rights or Licensed Programs (or any part of them) to any other person.  If you make any such supply or grant (or purport to grant) any such licence (whether or not permitted by this Agreement), you indemnify us against any damages that may be awarded against us, and any costs (including any legal fees) or expenses incurred by us, as a result of any claim (whether in negligence or any other tort, under statute or otherwise at all) which the person you supplied or licensed (or any other person supplied or licensed through them) may make against us as a result of your supply or licence.\u003C/p>\n\u003Cp>(f)          You must not use or otherwise deal with any Technology Rights or Licensed Programs except as expressly permitted by this clause 3.\u003C/p>\n\u003Cp>4.           IP infringement\u003C/p>\n\u003Cp>(a)         Subject to clause 4(c), if any person makes any claim against you on grounds that your use of any Work (note that this indemnity does not cover third party owned products) infringes any Intellectual Property Right of any person in the Territory, we indemnify you against:\u003C/p>\n\u003Cp>(i)               all damages awarded in final judgement against you in respect of the claim and your reasonable legal costs arising out of the claim; and\u003C/p>\n\u003Cp>(ii)              any liability under any settlement of the claim agreed in accordance with this clause 4(a),\u003C/p>\n\u003Cp>subject to the following conditions:\u003C/p>\n\u003Cp>(A)         you must promptly give us notice describing any such claim of which you have knowledge;\u003C/p>\n\u003Cp>(B)          you must not make any admissions in relation to the claim without our prior written consent;\u003C/p>\n\u003Cp>(C)          you, at our request and expense, must allow us to conduct and settle all negotiations and litigation relating to any such claim; and\u003C/p>\n\u003Cp>(D)         at all times in relation to the claim, you must act in accordance with our reasonable instructions and, at our request, afford all reasonable assistance with all negotiations or litigation, provided that we must reimburse you for any reasonable expenses incurred in so doing.\u003C/p>\n\u003Cp>(b)         If an infringement referred to in clause 4(a) occurs, at our option, we must:\u003C/p>\n\u003Cp>(i)               replace or change the Work, without adversely affecting it in a material way, so as to prevent the infringement;\u003C/p>\n\u003Cp>(ii)              obtain, at our cost, a right for you to continue using the Work unchanged; or\u003C/p>\n\u003Cp>(iii)            refund to you the amounts paid in respect of the infringing Work (or any group of Works including the infringing Work) or, if the amount paid for the Work (or any group of Works including the infringing Work) was not separately identified in the Proposal, end this Agreement and refund to you all amounts paid under it.\u003C/p>\n\u003Cp>(c)          You will have no right under clauses 4(a) or 4(b) to the extent that any infringement arises as a result of:\u003C/p>\n\u003Cp>(i)               any modification to the Work made by you;\u003C/p>\n\u003Cp>(ii)              use of the Work in combination with other software, hardware or other components not contemplated by the Proposal; or\u003C/p>\n\u003Cp>(iii)            use of the Work in a manner or for a purpose not contemplated by the Proposal.\u003C/p>\n\u003Cp>(d)         To the fullest extent permitted by law, your rights under clauses 4(a) or 4(b) are your sole and exclusive remedy for any infringement referred to in clause 4(a).\u003C/p>\n\u003Cp>(e)         Your rights in relation to Licensed Programs which are not owned by us which are the subject of a claim by a third party are governed by the terms applicable to such Licensed Programs.\u003C/p>\n\u003Cp>5.           Warranties\u003C/p>\n\u003Cp>(a)         We warrant that:\u003C/p>\n\u003Cp>(i)               our Personnel engaged in the provision of the Services will be appropriately qualified and experienced; and\u003C/p>\n\u003Cp>(ii)              the media on which the any Deliverables are provided will be free from manufacturing defects.\u003C/p>\n\u003Cp>(b)         We warrant that each Work will comply substantially with the requirements of the Proposal for a period of 30 days (or any longer period indicated in the Proposal) from the date on which you accept it under clause 2(g) (\u003Cstrong>Warranty Period\u003C/strong>).  If you report to us any failure of the Work to comply substantially with the requirements of the Proposal during the Warranty Period, we must correct that failure within a reasonable period of time and, to the fullest extent permitted by law, your right to require such correction is your sole and exclusive remedy for any breach of the warranty in this clause 5(b).\u003C/p>\n\u003Cp>(c)          You acknowledge that you are responsible for assessing whether anything (including the Deliverables) supplied by us will be suitable for the purposes for which you will use it. To the extent we have advised you with regard to the Deliverables and their suitability, you acknowledge that we have relied on the information provided by you and, if that information is not accurate or complete, our advice may not be appropriate or meet your requirements.\u003C/p>\n\u003Cp>(d)         Except as expressly provided by this Agreement, to the fullest extent permitted by law, we exclude all warranties or conditions (whether implied by statute, general law, custom or otherwise) or representations and, in particular, we exclude any warranty that any Deliverable will be fit for any particular purpose and, in relation to any Deliverable comprising computer software, we exclude any warranty that the Deliverable will operate uninterrupted or error free.\u003C/p>\n\u003Cp>(e)         You warrant that our use and possession, as contemplated by the Proposal, of any information or other Material you provide to us in the course of our providing the Services, will not infringe any Intellectual Property Rights of any third party.\u003C/p>\n\u003Cp>(f)        Unless advised or explicitly added to quotes, any reference to Warranty for the procurement of hardware is a “Manufacturers” warranty. Falkan Consulting will work with the manufacturer to claim any warranty repairs on behalf of the customer/client.  Labour costs may be incurred to assist the manufacturer can deliver the warranty to the customer/client.\u003C/p>\n\u003Cp>6.           Payment and GST\u003C/p>\n\u003Cp>(a)         You must pay our fees as set out in the Proposal. The fee arrangement is based on the expected amount of time and the skill level of staff required completing the Services at the respective hourly rates. Where quotations have been provided for specific Services and/or Deliverables, these quotations will provide adequate detail of all time and allocated staff and rates. Where we have agreed a fixed fee arrangement for Deliverables or Services the Proposal will set out the specific Services and Deliverables included in that fixed fee arrangement. In the event that the scope of the Services or Deliverables to be provided change from the original quotation or fixed fee, a new quotation or fixed fee must be agreed as a change under clause 2(m) before any further Services or Deliverables to those contracted for are provided.\u003C/p>\n\u003Cp>(b)         We reserve the right to revise our fee scale bi-annually except with regard to rates of our third party suppliers which we may revise at any time in the event that they revise their rates they charge to us. Our rates quoted to you otherwise remain in force until the next 31 December or 30 June, as appropriate, and we may increase our fees for any work performed after those dates.  We shall provide you reasonable notice of any changes to our fees.\u003C/p>\n\u003Cp>(c)          We will charge you for our out-of-pocket expenses such as reasonable travel, subsistence and document handling costs (photocopying, printing, and courier etc) incurred in connection with the Services. The charges will be calculated as the amounts we incur (net of any GST input tax credit to which we are entitled) plus GST as applicable.\u003C/p>\n\u003Cp>(d)         The fees and any other amounts referred to in the Proposal are expressed exclusive of GST.  If GST is payable as a consequence of any supply made (or deemed to be made) by us to you in connection with the Proposal, you must pay us an amount equal to the GST payable in respect of the supply, in addition to the amounts otherwise payable.\u003C/p>\n\u003Cp>(e)         We may invoice you in respect of the fees (and any applicable GST) in accordance with any dates for invoicing specified in the Proposal or: (i) if the Proposal does not specify an invoicing date, up to 14 days before any date for payment specified in the Proposal; (ii) if the Proposal does not specify an invoicing or payment date, on completion of the performance of our obligations to which the payment relates.\u003C/p>\n\u003Cp>(f)          You must pay us each of the fees no later than: (i) any date by which the Proposal indicates payment of the fee is due; or (ii) if the proposal does specify a date for payment, the date 14 days (or other period specified in the Proposal) after the date you receive from us an invoice issued in accordance with this Agreement in respect of the relevant fee.  If any payment is overdue, you must pay us interest on the overdue amount at the annual rate of 2 percentage points above the Commonwealth Bank Corporate Overdraft Rate from time to time from the due date until the date of payment.  Such interest will accrue on a daily basis both before and after judgement. You must indemnify us for all costs and expenses incurred in recovering the monies due and payable, including but not limited to the fees of any mercantile agent or solicitor engaged by us to recover our fees.\u003C/p>\n\u003Cp>7.           Liability\u003C/p>\n\u003Cp>(a)         To the full extent permitted by law, our cumulative liability to you in respect of all claims made by you in connection with our performance of the Proposal, whether arising out of breach of contract, negligence or any other tort, under statute or otherwise, will not exceed in the aggregate the total amount of fees paid to us in connection with the Proposal in the 3 month period immediately preceding the date on most recent claim to be made arose (as agreed or determined by a Court).\u003C/p>\n\u003Cp>(b)         Without limiting clause 7(a) and to the full extent permitted by law, we exclude all liability to you in respect of all claims under or in connection with our performance of the Proposal, (whether arising out of breach of contract, negligence or any other tort, under statute or otherwise) for any loss of profit, revenue, data, contracts, opportunity, goodwill or business, any interruption to its business, any failure to realise savings or any consequential, indirect, special, punitive or incidental damages.\u003C/p>\n\u003Cp>(c)          Certain legislation, including the Competition and Consumer Act 2010 (Cth) may imply warranties or conditions or impose obligations which cannot be excluded, restricted or modified except to a limited extent.  This Agreement must be read subject to those statutory provisions.  If those statutory provisions apply, notwithstanding any other exclusionary provision of this Agreement, to the extent to which the Supplier is entitled to do so, the Supplier limits its liability in respect of any claim in respect of any breach of such provisions to: in the case of goods, at our option: (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of such goods; (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of having the goods repaired, and in the case of services, at our option: (i) the supply of the services again; or (ii) the payment of the cost of having the services supplied again.\u003C/p>\n\u003Cp>(d)         Where we are providing Services that include managing a third-party vendor contracted to you, our obligation is only to use reasonable endeavours to manage service delivery by that vendor and we exclude all liability suffered or incurred by you should that third-party vendor fails to provide the contracted service.\u003C/p>\n\u003Cp>(e)         Where our Services and Deliverables are provided to you and for the benefit of your Group, do you undertake to ensure that no action, claim or proceeding is issued or made against us by any member of your Group except for you. Any loss suffered or incurred by any member of your Group (other than you) is deemed to be a loss suffered by you which may be recovered subject to proving the loss was suffered as a consequence of our breach or negligence and specifically, subject to the limitations and exclusions contained in this clause 7.\u003C/p>\n\u003Cp>(f)          Nothing in these terms of business excludes or limits either party’s liability for fraud or claims by a third party that Works infringe that party’s Intellectual Property Rights or liability to a third party arising out of death or personal injury or damage to tangible property (not loss of data).\u003C/p>\n\u003Cp>8.           Confidentiality, Privacy and Security\u003C/p>\n\u003Cp>(a)         Except as permitted or required by the Proposal or this Agreement, each party must not use, or disclose to any other person, any of the other party’s Confidential Information.\u003C/p>\n\u003Cp>(b)         Each party may disclose the Confidential Information of the other party when required to do so by law or any regulatory authority, including any stock exchange on which it or any other member of its Group is listed.\u003C/p>\n\u003Cp>(c)          Each party may disclose the Confidential Information of the other party to its Personnel whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person to whom such disclosure is made: (i) is informed of the confidentiality of the information; and (ii) complies with the obligations of confidentiality under this Agreement as if they were bound by them.\u003C/p>\n\u003Cp>(d)         Each party must not disclose the terms of the Proposal to any person, except in accordance with the provisions of clauses 8(b) or 8(c).\u003C/p>\n\u003Cp>(e)         Each party must establish and maintain effective security measures to prevent any unauthorised use or disclosure of, or unauthorised access, loss or damage to, the Confidential Information of the other party.\u003C/p>\n\u003Cp>(f)          Subject to any statutory provisions to the contrary, it is our practice to destroy documents belonging to us after they are more than seven years old. Your acceptance of these terms includes your consent for us to destroy any documents that belong to you which have been filed amongst our own papers.\u003C/p>\n\u003Cp>(g)         The parties acknowledge that during the course of this Agreement, we may receive personal information (as that term is defined in the Privacy Act. The parties acknowledge that, in respect of this information, they are bound by, and agree to abide by, the Privacy Act. In particular each party must:\u003C/p>\n\u003Cp>(i)               only collect and use personal information if collection and use of such information is necessary to perform this Agreement;\u003C/p>\n\u003Cp>(ii)              not obtain or seek to obtain any personal information direct from any the other party’s customers without the prior express approval of the relevant party;\u003C/p>\n\u003Cp>(iii)            take reasonable steps to protect the personal information held from misuse, loss, unauthorised access or disclosure;\u003C/p>\n\u003Cp>(iv)            upon request by the other party, inform that party of all persons who have access to the personal information and the measures being taken to prevent its misuse, loss, unauthorised access or disclosure;\u003C/p>\n\u003Cp>(v)              take reasonable steps to destroy or permanently de-identify personal information if it is no longer necessary to perform this Agreement; and\u003C/p>\n\u003Cp>(vi)            abide by any reasonable instructions or directions given by the other party in relation to holding, use and destruction of that party’s personal information.\u003C/p>\n\u003Cp>(h)         Each party will:\u003C/p>\n\u003Cp>(i)               in relation to a  Notifiable Data Breach or potential  Notifiable Data Breach, cooperate with the other party in relation to any breach of the Privacy Act which is or may be a Notifiable Data Breach, to assess and determine whether the breach is a Notifiable Data Breach and, if that is the case, ensure that the provisions of the Privacy Act are complied with in reporting the breach to the Office of the Australian Privacy Commissioner, preparing a data breach response plan and implementing that plan to notify affected individuals whose Personal Information has been the subject of the breach. If the parties disagree about whether a breach is a Notifiable Data Breach, it is agreed that the breach will be deemed to be a Notifiable Data Breach; and\u003C/p>\n\u003Cp>(ii)              Generally, provide all reasonable assistance to the other party in connection with any request for information, investigation or enquiry by any authorities (including any data breach notification issued by you in relation to a Notifiable Data Breach) in order to comply with, observe or implement any recommendation or direction of any authorities relating to any of your acts or practices or ours that the authority considers do not comply with the Privacy Act.\u003C/p>\n\u003Cp>(i)           You acknowledge that, unless otherwise stated in the Proposal, that:\u003C/p>\n\u003Cp>(i)               Services will be provided by us and our Personnel wholly or in part within your environment utilising computer equipment provided by you or by secure connection such as Citrix (or similar) (we may and you authorise us to install monitoring software to assist us in providing remote maintenance); and\u003C/p>\n\u003Cp>(ii)              you remain responsible for the security of your own environment and the maintenance and security of the secure connection including implementing and maintaining firewall and anti-virus technologies in accordance with the vendor’s recommendations and otherwise implementing and ensuring your Personnel take all reasonable measures to protect your environment from unauthorised access or virus infection,\u003C/p>\n\u003Cp>provided that we remain responsible to ensure that our Personnel comply with your operating policies and procedures with regard to security, data security and firewall detection software and intrusion detection policies whilst operating within your environment. If we make any recommendations with regard to security, data security or firewall detection software or other intrusion detection technologies, procedures or practices (including third party data security services), we will have no liability to you and exclude all liability you or any third party may suffer or incur to the extent that, had you complied with our recommendations, the breach would not have occurred and the liability would not have been suffered or incurred.\u003C/p>\n\u003Cp> \u003C/p>\n\u003Cp>9.           Physical Access\u003C/p>\n\u003Cp>(a)         You must provide our Personnel with such access to your premises, as we may reasonably request from time to time.\u003C/p>\n\u003Cp>(b)         You must ensure that our Personnel, when on your premises are provided with a safe working environment and are afforded all assistance and cooperation which they may reasonably request.\u003C/p>\n\u003Cp>(c)          We must ensure that, when our Personnel are on your premises, they comply with your reasonable directions.\u003C/p>\n\u003Cp>10.        Term, Suspension and termination\u003C/p>\n\u003Cp>(a)         This Agreement will commence on the date it has been executed by both parties and continue for the term specified in the Proposal unless terminated earlier in accordance with the terms of this Agreement. In the absence of any term being stated in the Proposal, this Agreement will continue for 12 months and automatically renew for further one month periods on the expiry of that first 12 month period.\u003C/p>\n\u003Cp>(b)         If you do not pay us when you are required to do so, we may suspend our performance under this Agreement until we have received payment of all overdue amounts.\u003C/p>\n\u003Cp>(c)          Either party (\u003Cstrong>Terminating Party\u003C/strong>) may end this Agreement immediately by Notice to the other party (\u003Cstrong>Defaulting Party\u003C/strong>) if:\u003C/p>\n\u003Cp>(i)               the Defaulting Party commits a material breach of this Agreement which, if the breach is capable of remedy, is not remedied within 30 days of the Terminating Party giving the Defaulting Party Notice stating that the breach has occurred and requesting its remedy; or\u003C/p>\n\u003Cp>(ii)              the Defaulting Party is Insolvent.\u003C/p>\n\u003Cp>(d)         Termination of this Agreement under this clause 10is without prejudice to any other right (whether arising under this Agreement, at general law or otherwise) which may have accrued to the Terminating Party.\u003C/p>\n\u003Cp>(e)         Either party may, at any time on 45 days’ prior written notice, terminate this Agreement.\u003C/p>\n\u003Cp>(f)          In circumstances this Agreement is terminated for whatever reason, you must pay us for all Services and Deliverables provided to you under this Agreement up to the date of termination. Where any Deliverables are partially completed, you must pay for those Deliverables on a pro rata basis determined by us (acting reasonably) having regard to the extent to which the Deliverable has been completed.\u003C/p>\n\u003Cp>(g)         In relation to any notice period (other than in circumstances where you have lawfully terminated this Agreement for our default), you must pay us the greater of:\u003C/p>\n\u003Cp>(i)               the amount payable for the Services and Deliverables provided during the notice period; or\u003C/p>\n\u003Cp>(ii)              where no Services or Deliverables are provided, the average of the amounts paid to us in the three months immediately preceding the date the notice of termination is issued and, if less than three months, the average of that period during which Services or Deliverables have actually been provided.\u003C/p>\n\u003Cp>11.        Insurance\u003C/p>\n\u003Cp>(a)         We agree to maintain at our expense suitable insurance coverage including professional indemnity insurance, public liability insurance and worker’s compensation insurance as required by law.\u003C/p>\n\u003Cp>(b)         You agree to obtain and maintain suitable insurance coverage including but not limited to public liability insurance and worker’s compensation as required by law.\u003C/p>\n\u003Cp>12.        General provisions\u003C/p>\n\u003Cp>(a)         We reserve the right to employ subcontractors, and any reference to our staff includes subcontractor staff. Subject to any contrary provision in our proposal, engagement letter or confirmation letter, we will remain liable to you for any of the Services that are provided by our subcontractors.\u003C/p>\n\u003Cp>(b)         You acknowledge that we provide services and deliverables the same as or similar to, the Services and Deliverables we provide to you, to other clients, some of whom may be in competition with you or have interests which conflict with your own. We will not be prevented or restricted by virtue of our relationship with you under this Agreement from providing such services and deliverables to other clients.\u003C/p>\n\u003Cp>(c)          For the duration of this Agreement, and for a period of 12 months (or, if that is not enforceable, 6 months) after its termination or completion, you will not directly or indirectly employ, or procure a third party to employ, any employee or contractor of ours who has taken part in the performance of the Services. If you offer employment or any other form of engagement to such an employee or contractor, and if we give our consent and the employee accepts the offer, then you will pay a recruitment fee to us. The recruitment fee will be calculated at 30% of the relevant person’s gross annual salary package or equivalent if that person is a contractor.\u003C/p>\n\u003Cp>(d)         Neither of us will be liable to the other for any delay or failure to fulfil their obligations under this Agreement to the extent that any such delay or failure arises from causes beyond their control, including but not limited to fire, floods, acts of God, acts or regulations of any governmental or supranational authority, war, riot, terrorist activities, strikes, lockouts and industrial disputes.\u003C/p>\n\u003Cp>(e)         We may communicate with each other electronically. Electronically transmitted information cannot be guaranteed to be secure or virus or error free and consequently such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use. We will use commercially reasonable procedures to check for the then most commonly known viruses before sending information electronically, but we will not be liable to you in respect of any error, omission or loss of confidentiality arising from or in connection with the electronic communications. If you do not accept these risks, you should notify us in writing that you do not want us to communicate electronically with you.\u003C/p>\n\u003Cp>(f)          You acknowledge and agree that our relationship with you is that of an independent contractor. Neither of us may claim or make any representation whatsoever to any third party that it is an agent of, or in partnership with, the other party and each party acknowledges that is has no power or authority to bind the other in respect of any matter whatsoever and it will not represent to any person that it has such power or authority.\u003C/p>\n\u003Cp>(g)         If we receive any legally enforceable notice or demand issued by any third party, including the Australian Securities & Investments Commission, the Australian Taxation Office, the Australian Stock Exchange, any government statutory body or instrumentality, or any court or tribunal in relation to or in connection with the Services or this Agreement, you agree to pay our reasonable professional costs and expenses (including solicitor client expenses) in complying with or challenging any such notice or demand to the extent that our costs and expenses are not recovered or recoverable from the party issuing the notice or demand.\u003C/p>\n\u003Cp>(h)      These terms of business and the Proposal is the entire agreement of the parties about the subject matter of this Agreement and supersedes all other representations, negotiations, arrangements, understandings or agreements and all other communications.  No party has entered into this Agreement relying on any representations made by or on behalf of the other, other than those expressly made in this Agreement.\u003C/p>\n\u003Cp>(i)           If a provision of this Agreement is invalid or unenforceable in a jurisdiction it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability and that fact does not affect the validity or enforceability of the remaining provisions.\u003C/p>\n\u003Cp>(j)           If there is any inconsistency between the Proposal and these terms of business, these terms of business will prevail.\u003C/p>\n\u003Cp>(k)          This Agreement may be amended only by a document signed by both parties.\u003C/p>\n\u003Cp>(l)           Neither of us may transfer, charge or otherwise seek to deal with our rights or obligations under this Agreement without prior written consent of the other party, except that we may each transfer all or any part of our respective rights and obligations under this Agreement to any partnership or legal entity authorised to take over all or part of our business in the event of its sale. In the event that this Agreement is to be novated as part of a sale of business in the form of an asset sale by a party, the other party is deemed to have consented to the novation of this Agreement and for the sole purpose, appoints the selling party as its attorney to execute any documentation to effect such novation.\u003C/p>\n\u003Cp>(m)        Any provision of this Agreement which, by its nature should survive termination or expiry, survive termination or expiry including clauses 1, 3, 4, 6 (to the extent payments are due and owing), 7, 10 and 12.\u003C/p>\n\u003Cp>(n)         This Agreement is governed by and interpreted in accordance with the laws of the State of Victoria and the parties agree that the Courts of that State shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the  and any matter arising from it. The parties irrevocably waive any right they may have to object to any action being brought in those Courts, to claim that the action has been brought to an inconvenient forum or to claim that those Courts do not have jurisdiction.\u003C/p>\n\u003C/div>\n",[],[269,283],{"apiVersion":270,"blockEditorCategoryName":271,"headerBlockSettings":272,"name":248,"clientId":282,"renderedHtml":252},3,"custom-blocks",{"showTitle":273,"titleColor":274,"subtitle":4,"backgroundColor":275,"backgroundImage":4,"backgroundType":276,"border":277,"borderColor":279,"showFontShadow":281,"overlayColor":275,"overlayOpacity":250},true,"#F5F7FA","#13212B","color",[278],"bottom",[280],"primary",false,"6aa267f140f7f",{"apiVersion":270,"blockEditorCategoryName":271,"name":262,"clientId":284,"customContent":285},"6aa267f140f97",{"customContentSection":286},"\u003Cp>Please read Falkan’s Consulting’s Quote Terms and Conditions below. Should you have any questions, please reach out to office on 03 86390115 or contact accounts@falkanwp.wpengine.com\u003C/p>\n\u003Ch1>Rates Schedule\u003C/h1>\n\u003Cp>*As of 1st July 2024\u003C/p>\n\u003Ctable width=\"624\">\n\u003Cthead>\n\u003Ctr>\n\u003Ctd width=\"332\">\u003Cstrong>Time of Service\u003C/strong>\u003C/td>\n\u003Ctd width=\"292\">\u003Cstrong>Rates (ex tax)\u003C/strong>\u003C/td>\n\u003C/tr>\n\u003Ctr>\n\u003Ctd rowspan=\"2\" width=\"332\">Business Hours \u003C/p>\n\u003Cp>Monday – Friday, 8:30am – 5:00pm\u003C/td>\n\u003Ctd width=\"292\">Onsite: $180 / hour\u003C/td>\n\u003C/tr>\n\u003Ctr>\n\u003Ctd width=\"292\">Remote: $180 / hour\u003C/td>\n\u003C/tr>\n\u003Ctr>\n\u003Ctd width=\"332\">After hours\u003C/td>\n\u003Ctd width=\"292\">$260 / hour\u003C/td>\n\u003C/tr>\n\u003Ctr>\n\u003Ctd width=\"332\">Public Holidays\u003C/td>\n\u003Ctd width=\"292\">$360 / hour\u003C/td>\n\u003C/tr>\n\u003Ctr>\n\u003Ctd width=\"332\">Travel Time – Return Trip\u003C/td>\n\u003Ctd width=\"292\">Onsite call out fee of $90 ex*\u003C/td>\n\u003C/tr>\n\u003Ctr>\n\u003Ctd colspan=\"2\" width=\"624\">Note: All labour is billed in 15 minute increments. \u003C/p>\n\u003Cp>*Additional travel costs may be incurred outside of metro area\u003C/p>\n\u003Cp>\u003Cstrong>All prices are GST exclusive\u003C/strong>\u003C/td>\n\u003C/tr>\n\u003C/thead>\n\u003C/table>\n\u003Cp> \u003C/p>\n\u003Ch1>Terms of business for supply of Services and Deliverables\u003C/h1>\n\u003Cp>1.           Definitions and interpretation\u003C/p>\n\u003Cp>1.1        Definitions\u003C/p>\n\u003Cp>\u003Cstrong>Agreement\u003C/strong> means the contract between you and us which is governed by these terms of business.\u003C/p>\n\u003Cp>\u003Cstrong>Confidential Information\u003C/strong> of a party (for the purposes of this definition, the \u003Cstrong>Discloser\u003C/strong>) means any information, whenever disclosed, relating to the business, know-how, products, services, customers, suppliers or other affairs of the Discloser or any members of its Group (including any such information made available to the Discloser by any third party and, in our case, information contained in any Technology Rights or Licensed Programs), but excluding any information which is: (i) publicly known or becomes publicly known other than by breach of this Agreement or any other obligation of confidentiality; (ii) disclosed to the other party without restriction by a third party and without any breach of confidentiality by the third party; or (iii) developed independently by the other party without reliance on any of the Discloser’s Confidential Information.\u003C/p>\n\u003Cp>\u003Cstrong>Deliverables\u003C/strong> means anything the Proposal or otherwise agreed in a change pursuant to clause 2(m) indicates we will deliver to you in the course of providing the Services, including goods, services, software and rights relating to the use of software (including licences and maintenance services).\u003C/p>\n\u003Cp>\u003Cstrong>Group\u003C/strong> means, in relation to a body corporate, that body corporate and all its related bodies corporate (as that term is defined in the \u003Cem>Corporations Act 2001\u003C/em> (Cth)).\u003C/p>\n\u003Cp>\u003Cstrong>Intellectual Property Rights\u003C/strong> means any rights in or to any patent, copyright, database rights, registered design or other design right, utility model, trade mark, eligible layout right, chip topography right and any other rights of a proprietary nature in or to the results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields, whether registrable or not and wherever existing in the world, including all renewals, extensions and revivals of, and all rights to apply for, any of the foregoing rights.\u003C/p>\n\u003Cp>“\u003Cstrong>Insolvent\u003C/strong>” means, in relation to a party, that it: (i) is unable to pay its debts as they fall due; (ii) has a receiver, administrator, administrative receiver, liquidator or similar person appointed under the laws of any jurisdiction; (iii) calls a meeting of its creditors; or (iv) for any reason ceases to carry on business.\u003C/p>\n\u003Cp>\u003Cstrong>Licensed Program\u003C/strong> means any software program provided to you which is intended to be retained by you for the term of this Agreement or longer, as stated in the Proposal. Licensed Programs may be provided by third-party licensors..\u003C/p>\n\u003Cp>\u003Cstrong>Material\u003C/strong> includes any documents, algorithms, computer software (whether source code, object code or any other sort of computer code), plans or specifications.\u003C/p>\n\u003Cp>\u003Cstrong>Notifiable Data Breach\u003C/strong> means an eligible breach of the \u003Cem>Privacy Act 1988\u003C/em> which is required to be reported under the Notifiable Data Breach scheme published by Office of the Australian Privacy Commissioner.\u003C/p>\n\u003Cp>\u003Cstrong>Personnel\u003C/strong> means in relation to a party, its employees, directors, officers, agents, advisers and contractors (other than the other party) and the Personnel of any such advisers or contractors (if any).\u003C/p>\n\u003Cp>\u003Cstrong>Privacy Act\u003C/strong> means the \u003Cem>Privacy Act 1988\u003C/em> including the Australian Privacy Principles and any similar binding directives or regulations issued under or pursuant to that Act.\u003C/p>\n\u003Cp>\u003Cstrong>Project\u003C/strong> means the project, as described in the Proposal, in relation to which we are supplying the Services.\u003C/p>\n\u003Cp>\u003Cstrong>Proposal\u003C/strong> means the proposal, as identified in the document which contains or which referred you to these terms of business.\u003C/p>\n\u003Cp>\u003Cstrong>Services\u003C/strong> means any services to be supplied by us, as described in the Proposal or otherwise agreed in a change pursuant to clause 2(m) 2(m).\u003C/p>\n\u003Cp>\u003Cstrong>Territory \u003C/strong>means Australia or, to the extent that the Proposal indicates that any rights we grant to you may be exercised in a different area, then (in relation to those particular rights) it means that different area.\u003C/p>\n\u003Cp>\u003Cstrong>Work \u003C/strong>means any Deliverable developed or created by us, whether in the course of providing the Services or otherwise.\u003C/p>\n\u003Cp>1.2        Interpretation\u003C/p>\n\u003Cp>In these terms of business:\u003C/p>\n\u003Cp>(a)         references to “you” refer to you, the customer, we will provide the Services to and “your” has a corresponding meaning;\u003C/p>\n\u003Cp>(b)         references to “us” and “we” refer to the entity whose name appears at the top of these terms of business and “our” has a corresponding meaning;\u003C/p>\n\u003Cp>(c)          references to a party means either you or us;\u003C/p>\n\u003Cp>(d)         the headings are for convenience only and do not affect the construction or interpretation;\u003C/p>\n\u003Cp>(e)         unless the context requires otherwise, words importing the singular include the plural and vice versa;\u003C/p>\n\u003Cp>(f)          references to any person include references to any human being, company, body corporate, association, joint venture, partnership, trust and any entity capable of suing and being sued;\u003C/p>\n\u003Cp>(g)         a reference to any statute includes references to that statute as from time to time amended, consolidated or re-enacted and all rules, regulations, statutory instruments or orders made under it; and\u003C/p>\n\u003Cp>(h)         “including” means “including without limitation” and “includes” or “include” and “in particular” are to be understood similarly.\u003C/p>\n\u003Cp>(i)           In the event of any conflict between our Proposal and these terms of business, the engagement letter or confirmation letter will take precedence.\u003C/p>\n\u003Cp>(j)           The Proposal and these terms of business apply to the exclusion of any other terms including any terms included on or in or referenced in any order, purchase order, letter or other document that you provide in relation to the Services which are of no force or effect regardless of the date of such terms.\u003C/p>\n\u003Cp>2.           Acceptance and Supply of Services\u003C/p>\n\u003Cp>(a)         Where you have received a Proposal from us you must respond promptly to either accept or decline that Proposal by signing and returning a copy of the Proposal. Acceptance of the Proposal means you have agreed to be bound by the Proposal and these terms of business (which apply to the exclusion of any other terms). If you proceed to engage or otherwise verbally authorise us to provide the Services and Deliverables (but have not signed the Proposal) you will be deemed to have agreed to the Proposal and these terms of business.\u003C/p>\n\u003Cp>(b)         We will perform the Services and supply any Deliverables using our reasonable skill and care.  We must use our reasonable endeavours to comply with any timetable indicated in the Proposal.  Except as otherwise stated in the Proposal, any such timetable is an estimate only. We will use reasonable efforts to ensure that individuals named in our Proposal are available to perform the Services. If we are unable to do this we will provide you with details of replacement staff.\u003C/p>\n\u003Cp>(c)          You must provide to us any information and assistance which we may reasonably require in order for us to perform our obligations and, in particular (but without limitation), you must do all those things which the Proposal indicates that you will do. Our ability to perform the Services successfully is dependent on your performance and we require your timely co-operation, including:\u003C/p>\n\u003Cp>(i)               (if stated in our Proposal), making your staff available to work with us;\u003C/p>\n\u003Cp>(ii)              where you are using third parties, the management of those third parties and the quality of their work and input;\u003C/p>\n\u003Cp>(iii)            arranging access to third parties where applicable;\u003C/p>\n\u003Cp>(iv)            informing us of any modification, installation, or service performed on your network by anyone other than our Personnel in order to assist us in providing efficient and effective network support;\u003C/p>\n\u003Cp>(v)              making senior executives available for consultation on request;\u003C/p>\n\u003Cp>(vi)            where we are working in your premises, providing reasonable working facilities for us including office space, heat, light, ventilation, electric current and outlets, internet, and remote access; and\u003C/p>\n\u003Cp>(vii)           making decisions promptly to facilitate the performance of the Services.\u003C/p>\n\u003Cp>(d)         If you fail to comply with these obligations, we will not be in breach of this Agreement to the extent that we are prevented from performing our obligations due to your failure and we will be entitled to any additional costs and to charge you for any delay or additional Services we have to provide. Specifically, we may, at our option charge you for the period of the delay for our Personnel with such charges being calculated on a time and materials basis at our then prevailing rates. If you agree to allow us to redeploy those Personnel to alternate customer work, these charges will not apply but we cannot guarantee the availability of those redeployed Personnel once the Services recommence. Where our Proposal sets a fixed price for Deliverables, we also reserve the right to charge and invoice for partially completed Deliverables which we are unable to complete due to the delay. The amount payable will be determined by us (acting reasonably) based on the proportion of the Deliverable actually completed. Any charges made will be deducted from the amount ultimately payable for the completed Deliverable.\u003C/p>\n\u003Cp>(e)         To the best of your knowledge and belief documentation, the information you have provided to us is not false or misleading and does not omit material particulars. Unless otherwise stated in our Proposal, we will not verify the accuracy and completeness of the documentation or information you provide. We rely on you bringing to our attention any changes in the documentation and information supplied by you or on your behalf during the course of the Project or Services.\u003C/p>\n\u003Cp>(f)          In the course of providing the Services, we may provide oral comments, or draft reports, presentations, letters, schedules and other documents. No reliance shall be placed on such draft or oral documents, conclusions or advice as they may be subject to further work, revision and other factors which may mean that such drafts are substantially different from any final report or advice issued. The final results of our work will be set out in our final report or advice.\u003C/p>\n\u003Cp>(g)         As we deliver each Deliverable, you must give us notice within 15 days of our delivery (or any longer period indicated in the Proposal), indicating whether you accept or reject the Deliverable (you may only reject the Deliverable if it is defective or does not meet the agreed specifications or acceptance criteria set out in the Proposal).  If you do not give us any notice within the required period, you will be deemed to have accepted the Deliverable.  You must not reject a Deliverable unless it fails to comply substantially with the requirements of the Proposal.  If you give notice rejecting any Deliverable, you must allow us a reasonable time to correct the Deliverable and supply the Deliverable again, in which case the provisions of this clause 2(g) will apply again.\u003C/p>\n\u003Cp>(h)         You acknowledge that: (i) the Proposal describes fully the extent of our obligations to you in relation to the Project or Services; and (ii) except as described in the Proposal, it is your responsibility to ensure that you have all you need (including any computer hardware and software, and communications equipment) to benefit from the Services and any Deliverables.\u003C/p>\n\u003Cp>(i)           If the Proposal indicates that we will procure any Deliverable from any third party (which may include a Licensed Program), our only obligation in relation to procuring the Deliverable is to procure it on the third party’s standard terms (or any other terms indicated in the Proposal), so that the third party contracts directly with you and you authorise us to act as your agent for that purpose.  To the fullest extent permitted by law, we exclude all liability to you in respect of any such Deliverable and your only remedy in respect of any such Deliverable will be against the relevant third party under the terms of your contract with that third party.\u003C/p>\n\u003Cp>(j)           If the Proposal indicates that a Deliverable comprises computer software, we will deliver the software to you in object code form only, without the source code from which that object code was generated, subject to any contrary provision in the Proposal.\u003C/p>\n\u003Cp>(k)          Subject to any other provision in the Proposal, if either party is to provide any Material to the other in electronic form, they must do so using a reasonably suitable format and reasonably suitable media.\u003C/p>\n\u003Cp>(l)           Where our Services involve repair, refurbishment, data cleansing or disposal of any computer equipment, we will use industry standard methods of wiping data permanently and, where applicable, you authorise us to dispose of computer equipment following that data wipe but we do not accept any liability for any data that we are unable to remove.\u003C/p>\n\u003Cp>(m)        Either of us may request changes to the Services and Deliverables described in the Proposal but no changes take effect unless agreed in writing. If we agree to provide any services in addition to the Services or supply any Material or thing other than the Deliverables, we will do so on these terms of business (unless other terms are agreed) and, unless otherwise agreed in the agreed variation, you must pay for them at the agreed rates or (if rates are not agreed) our standard time and materials rates from time to time.\u003C/p>\n\u003Cp>(n)         The Services will be provided solely for your benefit and use unless provided otherwise in the engagement letter, confirmation letter or proposal. Accordingly, you must not provide any documentation or deliverables in respect of the Services to any third party without our written consent. We accept no liability or responsibility to any third party in respect of the Services.\u003C/p>\n\u003Cp>3.           Intellectual Property\u003C/p>\n\u003Cp>(a)         We do not assign to you any Intellectual Property Rights in or to any material which we own and which we provide to you (and you do not obtain any rights other than those specifically granted under this Agreement) which are created in the provision of  Services or Deliverables  or which existed prior to the provision of the Services or which are otherwise developed independently of this Agreement including modifications, adaptations, enhancements or extension of any of such rights (even if carried out as part of the Works) (“\u003Cstrong>Technology Rights\u003C/strong>“).  We grant to you a non-exclusive, non-transferable right to exercise, in the Territory, for the purposes contemplated by the Proposal, any Technology Rights, to the extent that it is reasonably necessary to allow you to use any Works we carry out for you as part of the Works and, unless otherwise stated in the Proposal, this does not include the right to modify, adapt, enhance or extend the Technology Rights with the exception of new user processes we create for you which you may modify for your own business purposes.\u003C/p>\n\u003Cp>(b)         We grant to you a non-exclusive, non-transferable right to use (including reproduce) any Licensed Programs specified in the Proposal in the Territory, for the purposes, term and to the extent indicated in the Proposal. This includes use of our user access portal. Licensed Programs owned by a third party are provided on the standard terms on which that the third party licenses the Licensed Programs, in which case, the licence terms will be set out in the Proposal (and must be read as if we are the licensor and you are Falkan Consulting) or, where it is provided in the Proposal that we arrange for the third party licence to be granted to you directly, the terms will be in the licence agreement you enter into with that third party.\u003C/p>\n\u003Cp>(c)          You may exercise each of the rights granted by clauses 3(b) or 3(c) for the period specified in the Proposal. If nothing is stated in the Proposal, the licences will be for the period for which we are providing Services and Deliverables to you under this Agreement.\u003C/p>\n\u003Cp>(d)         When you have exhausted your rights to use any Technology Rights or Licensed Programs, you must destroy or, if requested by us or required by the Proposal, return to us any original or copies of the Technology Rights or Licensed Programs (or any part of it) which are in your possession or control.\u003C/p>\n\u003Cp>(e)         Unless the Proposal expressly authorises you to do so, you must not supply or license any of the Services or any Technology Rights or Licensed Programs (or any part of them) to any other person.  If you make any such supply or grant (or purport to grant) any such licence (whether or not permitted by this Agreement), you indemnify us against any damages that may be awarded against us, and any costs (including any legal fees) or expenses incurred by us, as a result of any claim (whether in negligence or any other tort, under statute or otherwise at all) which the person you supplied or licensed (or any other person supplied or licensed through them) may make against us as a result of your supply or licence.\u003C/p>\n\u003Cp>(f)          You must not use or otherwise deal with any Technology Rights or Licensed Programs except as expressly permitted by this clause 3.\u003C/p>\n\u003Cp>4.           IP infringement\u003C/p>\n\u003Cp>(a)         Subject to clause 4(c), if any person makes any claim against you on grounds that your use of any Work (note that this indemnity does not cover third party owned products) infringes any Intellectual Property Right of any person in the Territory, we indemnify you against:\u003C/p>\n\u003Cp>(i)               all damages awarded in final judgement against you in respect of the claim and your reasonable legal costs arising out of the claim; and\u003C/p>\n\u003Cp>(ii)              any liability under any settlement of the claim agreed in accordance with this clause 4(a),\u003C/p>\n\u003Cp>subject to the following conditions:\u003C/p>\n\u003Cp>(A)         you must promptly give us notice describing any such claim of which you have knowledge;\u003C/p>\n\u003Cp>(B)          you must not make any admissions in relation to the claim without our prior written consent;\u003C/p>\n\u003Cp>(C)          you, at our request and expense, must allow us to conduct and settle all negotiations and litigation relating to any such claim; and\u003C/p>\n\u003Cp>(D)         at all times in relation to the claim, you must act in accordance with our reasonable instructions and, at our request, afford all reasonable assistance with all negotiations or litigation, provided that we must reimburse you for any reasonable expenses incurred in so doing.\u003C/p>\n\u003Cp>(b)         If an infringement referred to in clause 4(a) occurs, at our option, we must:\u003C/p>\n\u003Cp>(i)               replace or change the Work, without adversely affecting it in a material way, so as to prevent the infringement;\u003C/p>\n\u003Cp>(ii)              obtain, at our cost, a right for you to continue using the Work unchanged; or\u003C/p>\n\u003Cp>(iii)            refund to you the amounts paid in respect of the infringing Work (or any group of Works including the infringing Work) or, if the amount paid for the Work (or any group of Works including the infringing Work) was not separately identified in the Proposal, end this Agreement and refund to you all amounts paid under it.\u003C/p>\n\u003Cp>(c)          You will have no right under clauses 4(a) or 4(b) to the extent that any infringement arises as a result of:\u003C/p>\n\u003Cp>(i)               any modification to the Work made by you;\u003C/p>\n\u003Cp>(ii)              use of the Work in combination with other software, hardware or other components not contemplated by the Proposal; or\u003C/p>\n\u003Cp>(iii)            use of the Work in a manner or for a purpose not contemplated by the Proposal.\u003C/p>\n\u003Cp>(d)         To the fullest extent permitted by law, your rights under clauses 4(a) or 4(b) are your sole and exclusive remedy for any infringement referred to in clause 4(a).\u003C/p>\n\u003Cp>(e)         Your rights in relation to Licensed Programs which are not owned by us which are the subject of a claim by a third party are governed by the terms applicable to such Licensed Programs.\u003C/p>\n\u003Cp>5.           Warranties\u003C/p>\n\u003Cp>(a)         We warrant that:\u003C/p>\n\u003Cp>(i)               our Personnel engaged in the provision of the Services will be appropriately qualified and experienced; and\u003C/p>\n\u003Cp>(ii)              the media on which the any Deliverables are provided will be free from manufacturing defects.\u003C/p>\n\u003Cp>(b)         We warrant that each Work will comply substantially with the requirements of the Proposal for a period of 30 days (or any longer period indicated in the Proposal) from the date on which you accept it under clause 2(g) (\u003Cstrong>Warranty Period\u003C/strong>).  If you report to us any failure of the Work to comply substantially with the requirements of the Proposal during the Warranty Period, we must correct that failure within a reasonable period of time and, to the fullest extent permitted by law, your right to require such correction is your sole and exclusive remedy for any breach of the warranty in this clause 5(b).\u003C/p>\n\u003Cp>(c)          You acknowledge that you are responsible for assessing whether anything (including the Deliverables) supplied by us will be suitable for the purposes for which you will use it. To the extent we have advised you with regard to the Deliverables and their suitability, you acknowledge that we have relied on the information provided by you and, if that information is not accurate or complete, our advice may not be appropriate or meet your requirements.\u003C/p>\n\u003Cp>(d)         Except as expressly provided by this Agreement, to the fullest extent permitted by law, we exclude all warranties or conditions (whether implied by statute, general law, custom or otherwise) or representations and, in particular, we exclude any warranty that any Deliverable will be fit for any particular purpose and, in relation to any Deliverable comprising computer software, we exclude any warranty that the Deliverable will operate uninterrupted or error free.\u003C/p>\n\u003Cp>(e)         You warrant that our use and possession, as contemplated by the Proposal, of any information or other Material you provide to us in the course of our providing the Services, will not infringe any Intellectual Property Rights of any third party.\u003C/p>\n\u003Cp>(f)        Unless advised or explicitly added to quotes, any reference to Warranty for the procurement of hardware is a “Manufacturers” warranty. Falkan Consulting will work with the manufacturer to claim any warranty repairs on behalf of the customer/client.  Labour costs may be incurred to assist the manufacturer can deliver the warranty to the customer/client.\u003C/p>\n\u003Cp>6.           Payment and GST\u003C/p>\n\u003Cp>(a)         You must pay our fees as set out in the Proposal. The fee arrangement is based on the expected amount of time and the skill level of staff required completing the Services at the respective hourly rates. Where quotations have been provided for specific Services and/or Deliverables, these quotations will provide adequate detail of all time and allocated staff and rates. Where we have agreed a fixed fee arrangement for Deliverables or Services the Proposal will set out the specific Services and Deliverables included in that fixed fee arrangement. In the event that the scope of the Services or Deliverables to be provided change from the original quotation or fixed fee, a new quotation or fixed fee must be agreed as a change under clause 2(m) before any further Services or Deliverables to those contracted for are provided.\u003C/p>\n\u003Cp>(b)         We reserve the right to revise our fee scale bi-annually except with regard to rates of our third party suppliers which we may revise at any time in the event that they revise their rates they charge to us. Our rates quoted to you otherwise remain in force until the next 31 December or 30 June, as appropriate, and we may increase our fees for any work performed after those dates.  We shall provide you reasonable notice of any changes to our fees.\u003C/p>\n\u003Cp>(c)          We will charge you for our out-of-pocket expenses such as reasonable travel, subsistence and document handling costs (photocopying, printing, and courier etc) incurred in connection with the Services. The charges will be calculated as the amounts we incur (net of any GST input tax credit to which we are entitled) plus GST as applicable.\u003C/p>\n\u003Cp>(d)         The fees and any other amounts referred to in the Proposal are expressed exclusive of GST.  If GST is payable as a consequence of any supply made (or deemed to be made) by us to you in connection with the Proposal, you must pay us an amount equal to the GST payable in respect of the supply, in addition to the amounts otherwise payable.\u003C/p>\n\u003Cp>(e)         We may invoice you in respect of the fees (and any applicable GST) in accordance with any dates for invoicing specified in the Proposal or: (i) if the Proposal does not specify an invoicing date, up to 14 days before any date for payment specified in the Proposal; (ii) if the Proposal does not specify an invoicing or payment date, on completion of the performance of our obligations to which the payment relates.\u003C/p>\n\u003Cp>(f)          You must pay us each of the fees no later than: (i) any date by which the Proposal indicates payment of the fee is due; or (ii) if the proposal does specify a date for payment, the date 14 days (or other period specified in the Proposal) after the date you receive from us an invoice issued in accordance with this Agreement in respect of the relevant fee.  If any payment is overdue, you must pay us interest on the overdue amount at the annual rate of 2 percentage points above the Commonwealth Bank Corporate Overdraft Rate from time to time from the due date until the date of payment.  Such interest will accrue on a daily basis both before and after judgement. You must indemnify us for all costs and expenses incurred in recovering the monies due and payable, including but not limited to the fees of any mercantile agent or solicitor engaged by us to recover our fees.\u003C/p>\n\u003Cp>7.           Liability\u003C/p>\n\u003Cp>(a)         To the full extent permitted by law, our cumulative liability to you in respect of all claims made by you in connection with our performance of the Proposal, whether arising out of breach of contract, negligence or any other tort, under statute or otherwise, will not exceed in the aggregate the total amount of fees paid to us in connection with the Proposal in the 3 month period immediately preceding the date on most recent claim to be made arose (as agreed or determined by a Court).\u003C/p>\n\u003Cp>(b)         Without limiting clause 7(a) and to the full extent permitted by law, we exclude all liability to you in respect of all claims under or in connection with our performance of the Proposal, (whether arising out of breach of contract, negligence or any other tort, under statute or otherwise) for any loss of profit, revenue, data, contracts, opportunity, goodwill or business, any interruption to its business, any failure to realise savings or any consequential, indirect, special, punitive or incidental damages.\u003C/p>\n\u003Cp>(c)          Certain legislation, including the Competition and Consumer Act 2010 (Cth) may imply warranties or conditions or impose obligations which cannot be excluded, restricted or modified except to a limited extent.  This Agreement must be read subject to those statutory provisions.  If those statutory provisions apply, notwithstanding any other exclusionary provision of this Agreement, to the extent to which the Supplier is entitled to do so, the Supplier limits its liability in respect of any claim in respect of any breach of such provisions to: in the case of goods, at our option: (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of such goods; (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of having the goods repaired, and in the case of services, at our option: (i) the supply of the services again; or (ii) the payment of the cost of having the services supplied again.\u003C/p>\n\u003Cp>(d)         Where we are providing Services that include managing a third-party vendor contracted to you, our obligation is only to use reasonable endeavours to manage service delivery by that vendor and we exclude all liability suffered or incurred by you should that third-party vendor fails to provide the contracted service.\u003C/p>\n\u003Cp>(e)         Where our Services and Deliverables are provided to you and for the benefit of your Group, do you undertake to ensure that no action, claim or proceeding is issued or made against us by any member of your Group except for you. Any loss suffered or incurred by any member of your Group (other than you) is deemed to be a loss suffered by you which may be recovered subject to proving the loss was suffered as a consequence of our breach or negligence and specifically, subject to the limitations and exclusions contained in this clause 7.\u003C/p>\n\u003Cp>(f)          Nothing in these terms of business excludes or limits either party’s liability for fraud or claims by a third party that Works infringe that party’s Intellectual Property Rights or liability to a third party arising out of death or personal injury or damage to tangible property (not loss of data).\u003C/p>\n\u003Cp>8.           Confidentiality, Privacy and Security\u003C/p>\n\u003Cp>(a)         Except as permitted or required by the Proposal or this Agreement, each party must not use, or disclose to any other person, any of the other party’s Confidential Information.\u003C/p>\n\u003Cp>(b)         Each party may disclose the Confidential Information of the other party when required to do so by law or any regulatory authority, including any stock exchange on which it or any other member of its Group is listed.\u003C/p>\n\u003Cp>(c)          Each party may disclose the Confidential Information of the other party to its Personnel whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person to whom such disclosure is made: (i) is informed of the confidentiality of the information; and (ii) complies with the obligations of confidentiality under this Agreement as if they were bound by them.\u003C/p>\n\u003Cp>(d)         Each party must not disclose the terms of the Proposal to any person, except in accordance with the provisions of clauses 8(b) or 8(c).\u003C/p>\n\u003Cp>(e)         Each party must establish and maintain effective security measures to prevent any unauthorised use or disclosure of, or unauthorised access, loss or damage to, the Confidential Information of the other party.\u003C/p>\n\u003Cp>(f)          Subject to any statutory provisions to the contrary, it is our practice to destroy documents belonging to us after they are more than seven years old. Your acceptance of these terms includes your consent for us to destroy any documents that belong to you which have been filed amongst our own papers.\u003C/p>\n\u003Cp>(g)         The parties acknowledge that during the course of this Agreement, we may receive personal information (as that term is defined in the Privacy Act. The parties acknowledge that, in respect of this information, they are bound by, and agree to abide by, the Privacy Act. In particular each party must:\u003C/p>\n\u003Cp>(i)               only collect and use personal information if collection and use of such information is necessary to perform this Agreement;\u003C/p>\n\u003Cp>(ii)              not obtain or seek to obtain any personal information direct from any the other party’s customers without the prior express approval of the relevant party;\u003C/p>\n\u003Cp>(iii)            take reasonable steps to protect the personal information held from misuse, loss, unauthorised access or disclosure;\u003C/p>\n\u003Cp>(iv)            upon request by the other party, inform that party of all persons who have access to the personal information and the measures being taken to prevent its misuse, loss, unauthorised access or disclosure;\u003C/p>\n\u003Cp>(v)              take reasonable steps to destroy or permanently de-identify personal information if it is no longer necessary to perform this Agreement; and\u003C/p>\n\u003Cp>(vi)            abide by any reasonable instructions or directions given by the other party in relation to holding, use and destruction of that party’s personal information.\u003C/p>\n\u003Cp>(h)         Each party will:\u003C/p>\n\u003Cp>(i)               in relation to a  Notifiable Data Breach or potential  Notifiable Data Breach, cooperate with the other party in relation to any breach of the Privacy Act which is or may be a Notifiable Data Breach, to assess and determine whether the breach is a Notifiable Data Breach and, if that is the case, ensure that the provisions of the Privacy Act are complied with in reporting the breach to the Office of the Australian Privacy Commissioner, preparing a data breach response plan and implementing that plan to notify affected individuals whose Personal Information has been the subject of the breach. If the parties disagree about whether a breach is a Notifiable Data Breach, it is agreed that the breach will be deemed to be a Notifiable Data Breach; and\u003C/p>\n\u003Cp>(ii)              Generally, provide all reasonable assistance to the other party in connection with any request for information, investigation or enquiry by any authorities (including any data breach notification issued by you in relation to a Notifiable Data Breach) in order to comply with, observe or implement any recommendation or direction of any authorities relating to any of your acts or practices or ours that the authority considers do not comply with the Privacy Act.\u003C/p>\n\u003Cp>(i)           You acknowledge that, unless otherwise stated in the Proposal, that:\u003C/p>\n\u003Cp>(i)               Services will be provided by us and our Personnel wholly or in part within your environment utilising computer equipment provided by you or by secure connection such as Citrix (or similar) (we may and you authorise us to install monitoring software to assist us in providing remote maintenance); and\u003C/p>\n\u003Cp>(ii)              you remain responsible for the security of your own environment and the maintenance and security of the secure connection including implementing and maintaining firewall and anti-virus technologies in accordance with the vendor’s recommendations and otherwise implementing and ensuring your Personnel take all reasonable measures to protect your environment from unauthorised access or virus infection,\u003C/p>\n\u003Cp>provided that we remain responsible to ensure that our Personnel comply with your operating policies and procedures with regard to security, data security and firewall detection software and intrusion detection policies whilst operating within your environment. If we make any recommendations with regard to security, data security or firewall detection software or other intrusion detection technologies, procedures or practices (including third party data security services), we will have no liability to you and exclude all liability you or any third party may suffer or incur to the extent that, had you complied with our recommendations, the breach would not have occurred and the liability would not have been suffered or incurred.\u003C/p>\n\u003Cp> \u003C/p>\n\u003Cp>9.           Physical Access\u003C/p>\n\u003Cp>(a)         You must provide our Personnel with such access to your premises, as we may reasonably request from time to time.\u003C/p>\n\u003Cp>(b)         You must ensure that our Personnel, when on your premises are provided with a safe working environment and are afforded all assistance and cooperation which they may reasonably request.\u003C/p>\n\u003Cp>(c)          We must ensure that, when our Personnel are on your premises, they comply with your reasonable directions.\u003C/p>\n\u003Cp>10.        Term, Suspension and termination\u003C/p>\n\u003Cp>(a)         This Agreement will commence on the date it has been executed by both parties and continue for the term specified in the Proposal unless terminated earlier in accordance with the terms of this Agreement. In the absence of any term being stated in the Proposal, this Agreement will continue for 12 months and automatically renew for further one month periods on the expiry of that first 12 month period.\u003C/p>\n\u003Cp>(b)         If you do not pay us when you are required to do so, we may suspend our performance under this Agreement until we have received payment of all overdue amounts.\u003C/p>\n\u003Cp>(c)          Either party (\u003Cstrong>Terminating Party\u003C/strong>) may end this Agreement immediately by Notice to the other party (\u003Cstrong>Defaulting Party\u003C/strong>) if:\u003C/p>\n\u003Cp>(i)               the Defaulting Party commits a material breach of this Agreement which, if the breach is capable of remedy, is not remedied within 30 days of the Terminating Party giving the Defaulting Party Notice stating that the breach has occurred and requesting its remedy; or\u003C/p>\n\u003Cp>(ii)              the Defaulting Party is Insolvent.\u003C/p>\n\u003Cp>(d)         Termination of this Agreement under this clause 10is without prejudice to any other right (whether arising under this Agreement, at general law or otherwise) which may have accrued to the Terminating Party.\u003C/p>\n\u003Cp>(e)         Either party may, at any time on 45 days’ prior written notice, terminate this Agreement.\u003C/p>\n\u003Cp>(f)          In circumstances this Agreement is terminated for whatever reason, you must pay us for all Services and Deliverables provided to you under this Agreement up to the date of termination. Where any Deliverables are partially completed, you must pay for those Deliverables on a pro rata basis determined by us (acting reasonably) having regard to the extent to which the Deliverable has been completed.\u003C/p>\n\u003Cp>(g)         In relation to any notice period (other than in circumstances where you have lawfully terminated this Agreement for our default), you must pay us the greater of:\u003C/p>\n\u003Cp>(i)               the amount payable for the Services and Deliverables provided during the notice period; or\u003C/p>\n\u003Cp>(ii)              where no Services or Deliverables are provided, the average of the amounts paid to us in the three months immediately preceding the date the notice of termination is issued and, if less than three months, the average of that period during which Services or Deliverables have actually been provided.\u003C/p>\n\u003Cp>11.        Insurance\u003C/p>\n\u003Cp>(a)         We agree to maintain at our expense suitable insurance coverage including professional indemnity insurance, public liability insurance and worker’s compensation insurance as required by law.\u003C/p>\n\u003Cp>(b)         You agree to obtain and maintain suitable insurance coverage including but not limited to public liability insurance and worker’s compensation as required by law.\u003C/p>\n\u003Cp>12.        General provisions\u003C/p>\n\u003Cp>(a)         We reserve the right to employ subcontractors, and any reference to our staff includes subcontractor staff. Subject to any contrary provision in our proposal, engagement letter or confirmation letter, we will remain liable to you for any of the Services that are provided by our subcontractors.\u003C/p>\n\u003Cp>(b)         You acknowledge that we provide services and deliverables the same as or similar to, the Services and Deliverables we provide to you, to other clients, some of whom may be in competition with you or have interests which conflict with your own. We will not be prevented or restricted by virtue of our relationship with you under this Agreement from providing such services and deliverables to other clients.\u003C/p>\n\u003Cp>(c)          For the duration of this Agreement, and for a period of 12 months (or, if that is not enforceable, 6 months) after its termination or completion, you will not directly or indirectly employ, or procure a third party to employ, any employee or contractor of ours who has taken part in the performance of the Services. If you offer employment or any other form of engagement to such an employee or contractor, and if we give our consent and the employee accepts the offer, then you will pay a recruitment fee to us. The recruitment fee will be calculated at 30% of the relevant person’s gross annual salary package or equivalent if that person is a contractor.\u003C/p>\n\u003Cp>(d)         Neither of us will be liable to the other for any delay or failure to fulfil their obligations under this Agreement to the extent that any such delay or failure arises from causes beyond their control, including but not limited to fire, floods, acts of God, acts or regulations of any governmental or supranational authority, war, riot, terrorist activities, strikes, lockouts and industrial disputes.\u003C/p>\n\u003Cp>(e)         We may communicate with each other electronically. Electronically transmitted information cannot be guaranteed to be secure or virus or error free and consequently such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use. We will use commercially reasonable procedures to check for the then most commonly known viruses before sending information electronically, but we will not be liable to you in respect of any error, omission or loss of confidentiality arising from or in connection with the electronic communications. If you do not accept these risks, you should notify us in writing that you do not want us to communicate electronically with you.\u003C/p>\n\u003Cp>(f)          You acknowledge and agree that our relationship with you is that of an independent contractor. Neither of us may claim or make any representation whatsoever to any third party that it is an agent of, or in partnership with, the other party and each party acknowledges that is has no power or authority to bind the other in respect of any matter whatsoever and it will not represent to any person that it has such power or authority.\u003C/p>\n\u003Cp>(g)         If we receive any legally enforceable notice or demand issued by any third party, including the Australian Securities & Investments Commission, the Australian Taxation Office, the Australian Stock Exchange, any government statutory body or instrumentality, or any court or tribunal in relation to or in connection with the Services or this Agreement, you agree to pay our reasonable professional costs and expenses (including solicitor client expenses) in complying with or challenging any such notice or demand to the extent that our costs and expenses are not recovered or recoverable from the party issuing the notice or demand.\u003C/p>\n\u003Cp>(h)      These terms of business and the Proposal is the entire agreement of the parties about the subject matter of this Agreement and supersedes all other representations, negotiations, arrangements, understandings or agreements and all other communications.  No party has entered into this Agreement relying on any representations made by or on behalf of the other, other than those expressly made in this Agreement.\u003C/p>\n\u003Cp>(i)           If a provision of this Agreement is invalid or unenforceable in a jurisdiction it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability and that fact does not affect the validity or enforceability of the remaining provisions.\u003C/p>\n\u003Cp>(j)           If there is any inconsistency between the Proposal and these terms of business, these terms of business will prevail.\u003C/p>\n\u003Cp>(k)          This Agreement may be amended only by a document signed by both parties.\u003C/p>\n\u003Cp>(l)           Neither of us may transfer, charge or otherwise seek to deal with our rights or obligations under this Agreement without prior written consent of the other party, except that we may each transfer all or any part of our respective rights and obligations under this Agreement to any partnership or legal entity authorised to take over all or part of our business in the event of its sale. In the event that this Agreement is to be novated as part of a sale of business in the form of an asset sale by a party, the other party is deemed to have consented to the novation of this Agreement and for the sole purpose, appoints the selling party as its attorney to execute any documentation to effect such novation.\u003C/p>\n\u003Cp>(m)        Any provision of this Agreement which, by its nature should survive termination or expiry, survive termination or expiry including clauses 1, 3, 4, 6 (to the extent payments are due and owing), 7, 10 and 12.\u003C/p>\n\u003Cp>(n)         This Agreement is governed by and interpreted in accordance with the laws of the State of Victoria and the parties agree that the Courts of that State shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the  and any matter arising from it. The parties irrevocably waive any right they may have to object to any action being brought in those Courts, to claim that the action has been brought to an inconvenient forum or to claim that those Courts do not have jurisdiction.\u003C/p>\n","/terms/","2026-08-19T00:00:00","2026-09-09T14:19:25"]