{"id":1140,"date":"2018-10-04T02:17:45","date_gmt":"2018-10-04T02:17:45","guid":{"rendered":"https:\/\/www.greymatters.org.au\/?page_id=1140"},"modified":"2018-10-19T03:49:17","modified_gmt":"2018-10-19T03:49:17","slug":"service-agreement","status":"publish","type":"page","link":"https:\/\/www.greymatters.org.au\/service-agreement","title":{"rendered":"Service Agreement"},"content":{"rendered":"\t\t
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Service Agreement<\/h1>\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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The Grey Matters for you Inc. as Principal and as Service Provider<\/h2>\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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PARTIES<\/strong><\/p>

This Agreement is entered into between the parties set out below, on the date that the last party executes the Agreement as set out on the signing page:<\/p>
Name:<\/strong><\/td>The Grey Matters for you Inc. ABN 97 368 130 567 (Principal <\/strong>or us <\/strong>or we<\/strong>)<\/td><\/tr>
Notices to:<\/strong><\/td>The President<\/td><\/tr>
Address:<\/strong><\/td>46 Melview Drive, RINGWOOD NORTH, VIC, 3134, Australia<\/td><\/tr>
Email Address:<\/strong><\/td>\u00a0thegreymatters01@gmail.com<\/a><\/td><\/tr>
\u00a0<\/td><\/tr>
Name:<\/strong><\/td>The Grey Matters for you Inc. ABN 97 368 130 567 (Service Provider <\/strong>or you<\/strong>)<\/td><\/tr>
Notices to:<\/strong><\/td>The President<\/td><\/tr>
Address:<\/strong><\/td>46 Melview Drive, North Ringwood, VIC, 3134, Australia<\/td><\/tr>
Email Address:<\/strong><\/td>\u00a0thegreymatters01@gmail.com<\/a><\/td><\/tr>
\u00a0<\/td><\/tr><\/tbody><\/table>

Together called \u201cthe Parties\u201d and each \u201ca Party\u201d.<\/p>

BACKGROUND<\/strong><\/p>

The Principal wishes to engage the Service Provider to provide services and the Service Provider wishes to provide those services upon the terms and conditions set out in this Agreement.<\/p>

OPERATIVE PARTS<\/strong><\/p>

SCHEDULE<\/strong><\/p>
Clause<\/strong><\/td>Details<\/strong><\/td><\/tr>
Services<\/strong><\/td>Sale of The Grey Matters for you Inc merchandise<\/td><\/tr>
Term\u00a0<\/strong><\/td>3 October 2018<\/td><\/tr>
Termination Date<\/strong><\/td>3 October 2023<\/td><\/tr>
Fees <\/strong><\/td>0.00 (ex-GST)<\/strong><\/td><\/tr><\/tbody><\/table>


1. THE ENGAGEMENT<\/strong><\/p>

The Service Provider agrees to perform the Services for the Principal, for the Fees,\u00a0for the Term set out in in the Schedule, or the date on which this Agreement is terminated in accordance this Agreement, if earlier.<\/p>

2. FEES AND INVOICING<\/strong><\/p>

2.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The Principal will pay the Service Provider the Fees set out in the Schedule (exclusive of GST).<\/p>

2.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The Principal will reimburse the Service Provider for any pre-agreed out of pocket expenses for the Services.<\/p>

2.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The Fees payable to the Service Provider to perform the Services may be adjusted from time to time as agreed by the Parties in writing (including by email) on account of changes in relation to the nature of the Services to be performed by the Service Provider pursuant to this Agreement.<\/p>

2.4\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0In order to receive payment under this clause, the Service Provider must provide the Principal with a tax invoice that complies with any invoicing guidelines released by the Australian Taxation Office from time to time that includes the Service Provider\u2019s ABN, a description of the Services and any receipts for pre-agreed out of pocket expenses.<\/p>

3. TAXATION<\/strong><\/p>

3.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The Service Provider is responsible for the payment of all taxes, fees, charges and other imposts that apply to it in performance of the Services.\u00a0 The Principal is not liable to the Service Provider in this regard.<\/p>

3.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The Service Provider indemnifies the Principal against any taxes, fees, charges and any other imposts, excluding any income tax payable by the Principal.<\/p>

4. INSURANCE<\/strong><\/p>

4.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The Service Provider (and its employees and agents) is not entitled to the benefit of any accident, third party liability, public liability or indemnity policies of insurance or workers compensation policies that the Principal may hold.<\/p>

4.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The Service Provider agrees to make its own arrangements to ensure adequate insurance coverage is effected and maintained throughout the Term and to ensure that the Principal is nominated as an interested party on any such insurance policies.<\/p>

4.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The Service Provider agrees to provide the Principal with evidence of such arrangements, if requested.<\/p>

5. SUPERANNUATION<\/strong><\/p>

5.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The Service Provider (and its employees and agents) is not entitled to any superannuation contributions from the Principal.<\/p>

6. LOCATION AND FACILITIES<\/strong><\/p>

6.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The Service Provider will be granted access to the Principal\u2019s premises as necessary for the performance of the Services.<\/p>

6.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0If the Services are to be performed in the Principal\u2019s premises, the Principal must ensure the Principal\u2019s premises are safe working environments.<\/p>

6.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The Principal is responsible for providing all plant, tools, equipment and substances required for performance of the Services, unless otherwise agreed by the Parties.<\/p>

7. SERVICE PROVIDER\u2019S OBLIGATIONS AND WARRANTIES<\/strong><\/p>

7.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The Service Provider warrants and represents that throughout the Term:<\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0it has legal capacity, power and authority to enter into this Agreement;<\/p>

(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0there are no legal restrictions preventing it from performing the Services;<\/p>

(c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0it is duly qualified to perform the Services;<\/p>

(d)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0in performing the Services it will act with due care and skill;<\/p>

(e)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0it will re-perform any defective or non-conforming Services;<\/p>

(f)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 it will comply with any reasonable directions given to it by the Principal from time to time;<\/p>

(g)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0it will act lawfully and will comply with any applicable licenses, laws, regulations, industry codes of conduct, health and safety requirements and Australian standards in performing the Services;<\/p>

(h)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0it is not aware of any actual or potential conflict of interest in it providing the Services (unless otherwise agreed in writing with the Principal);<\/p>

(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 it will not infringe any third party rights or violate any other agreement by performing the Services;<\/p>

(j)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 it has complied with all applicable legislation, awards and industrial instruments in engaging or employing all persons who will perform the Services in accordance with this Agreement;<\/p>

(k)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0it has a valid ABN which has been advised to the Principal; and<\/p>

(l)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 it is registered for GST purposes.<\/p>

8. PRINCIPAL\u2019S OBLIGATIONS AND WARRANTIES<\/strong><\/p>

8.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The Principal warrants and represents that throughout the Term:<\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0it has legal capacity, power and authority to enter into this Agreement;<\/p>

(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0it will act lawfully and will comply with any applicable licenses, laws, regulations, industry codes of conduct, health and safety requirements and Australian standards in performing the Services;<\/p>

(c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0it will not infringe any third party rights or violate any other agreement by performing the Services;<\/p>

(d)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0it will comply with any reasonable requests\u00a0 given to it by the Service Provider from time to time to enable the Service Provider to provide the Services; and<\/p>

(e)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0it has complied with all applicable legislation, awards and industrial instruments in engaging or employing any persons who will work with the Service Provider on the Services.<\/p>

9. PRIVACY<\/strong><\/p>

In performing the Services, the Parties agree to comply with the Australian Privacy Principles as set out in the Privacy Act<\/em> 1988 (Cth) and any other applicable legislation or Privacy Guidelines.<\/p>

10. WORKPLACE HEALTH AND SAFETY<\/strong><\/p>

10.1\u00a0\u00a0\u00a0\u00a0\u00a0The Parties (and its employees or agents) must comply with all applicable workplace health and safety laws and all safety instructions reasonably issued by the other Party from time to time.<\/p>

10.2\u00a0\u00a0\u00a0\u00a0\u00a0The Service Provider must ensure that its employees, agents and subcontractors are adequately supervised at all times while performing the Services.<\/p>

10.3\u00a0\u00a0\u00a0\u00a0\u00a0Each Party must ensure that before its employees, agents and subcontractors perform the Services they receive adequate training in security, workplace health and safety, customer service and risk management.<\/p>

10.4\u00a0\u00a0\u00a0\u00a0\u00a0The Service Provider will promptly notify the Principal of any workplace health and safety incidents that occur or of any involvement by workplace health and safety officials in connection with the Services.<\/p>

11. TERM AND TERMINATION<\/strong><\/p>

11.1\u00a0\u00a0\u00a0\u00a0\u00a0Automatic termination:<\/strong> The Agreement will automatically terminate on the Termination Date, unless the Termination Date is changed by agreement in writing (including by email) between the Parties.<\/p>

11.2\u00a0\u00a0\u00a0\u00a0\u00a0Termination by agreement:<\/strong> Either Party may terminate this Agreement by giving the other Party one month\u2019s written notice.<\/p>

11.3\u00a0\u00a0\u00a0\u00a0\u00a0Termination for cancellation, suspension or insolvency:<\/strong> Either Party may terminate this Agreement by giving the other Party 5 Business Day\u2019s written notice, if:<\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0the Principal no longer requires the Services; or<\/p>

(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0an order is made or a resolution passed for the relevant Party to be deregistered or wound up; a receiver, receiver and manager or an administrator is appointed to all or substantially all of the property of the relevant Party.<\/p>

11.4\u00a0\u00a0\u00a0\u00a0\u00a0Termination for material breach:<\/strong> Subject to the dispute resolution procedures in the Agreement, either Party may at any time terminate this Agreement if in the reasonable opinion of one Party, the other Party (or one of its employees or agents) commits a material breach of this Agreement including but not limited to a breach of the warranties or the requirement to pay Fees and expenses.<\/p>

11.5\u00a0\u00a0\u00a0\u00a0\u00a0Obligations on termination:<\/strong><\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Upon termination of this Agreement, the Service Provider will:<\/p>

(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0immediately stop performing the Services;<\/p>

(ii)\u00a0\u00a0\u00a0\u00a0\u00a0immediately stop placing orders for supplies or services required in connection with the performance of the Services;<\/p>

(iii)\u00a0\u00a0\u00a0\u00a0immediately deliver to the Principal all work in progress;<\/p>

(iv)\u00a0\u00a0\u00a0\u00a0\u00a0immediately return to the Principal all property, including Confidential Information and Intellectual Property, in its possession that belongs to the Principal; and<\/p>

(v)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0pay to the Principal any amount owed in respect of any indemnities provided under this Agreement.<\/p>

(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Upon termination of this Agreement, the Principal will:<\/p>

(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0immediately return to the Service Provider all property, including Confidential Information and Intellectual Property, in its possession that belongs to the Service Provider; and<\/p>

(ii)\u00a0\u00a0\u00a0\u00a0\u00a0immediately pay the Service Provider the Fees for all Services completed, any pre-agreed out of pocket expenses incurred prior to termination, and any other amounts owing under the Agreement; and<\/p>

(iii)\u00a0\u00a0\u00a0\u00a0pay to the Service Provider any amount owed in respect of any indemnities provided under this Agreement.<\/p>

11.6\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The accrued rights, obligations and remedies of the Parties are not affected by the termination of this Agreement.<\/p>

12. LIABILITY AND INDEMNITY<\/strong><\/p>

12.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The Principal is liable for and agrees to indemnify the Service Provider in respect of any claim, action, damage, loss, cost, charge, expense, penalty, fine or payment which the Service Provider suffers, incurs or is liable for as a result of:<\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0the manner in which the Services are performed, including but not limited to any act or omission in connection with the performance of the Services; and<\/p>

(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0any breach by the Principal (or its employees, agents or subcontractors) of this Agreement or its obligations or warranties under this Agreement.<\/p>

12.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The Service Provider is liable for and agrees to indemnify the Principal in respect of any claim, action, damage, loss, cost, charge, expense, penalty, fine or payment which the Principal suffers, incurs or is liable for as a result of:<\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0the manner in which the Services are performed by the Service Provider, including but not limited to any act or omission by the Service Provider in connection with the performance of the Services;<\/p>

(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0any of the Service Provider\u2019s employees, agents or subcontractors claiming that they are an employee of the Principal (including claims for wages, public holidays, annual leave, parental leave, personal\/carer\u2019s leave, long service leave, redundancy or termination of employment);<\/p>

(c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0any breach by the Service Provider (or its employees, agents or subcontractors) of its obligations or warranties under this Agreement; and<\/p>

(d)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0any court, tribunal or authority whatsoever determining that the Service Provider is deemed an employee of the Principal under any law.<\/p>

12.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The obligations under this clause will survive termination of this Agreement.<\/p>

13. COSTS AND EXPENSES<\/strong><\/p>

Each Party must pay its own costs and expenses (including legal costs and expenses) in relation to the negotiation, preparation and execution of this Agreement and any variation or replacement of this Agreement.<\/p>

14. GST<\/strong><\/p>

14.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Taxable supply<\/p>

If GST is payable on any supply made under this Agreement, the payer must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under this Agreement and must be paid in addition to the consideration expressed elsewhere in this Agreement. On receiving that amount from payer, the recipient must provide the payer with a tax invoice for the supply.<\/p>

14.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Adjustment events<\/p>

If an adjustment event arises in respect of any supply made under this Agreement, a corresponding adjustment must be made between the recipient and the payer in respect of any amount paid to the recipient by the payer under this clause, and any payments to give effect to the adjustment must be made.<\/p>

14.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Payments<\/p>

If the payer is required under this Agreement to pay for or reimburse an expense or outgoing of the recipient, or is required to make a payment under an indemnity in respect of an expense or outgoing of the recipient, the amount to be paid by the payer is the sum of:<\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0the amount of the expense or outgoing less any input tax credit in respect of that expense or outgoing that the recipient is entitled to; and<\/p>

(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0if the recipient\u2019s recovery from the payer is in respect of a taxable supply, the amount equal to the GST payable by the recipient in respect of that recovery.<\/p>

14.4\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0GST terminology<\/p>

The terms \u201cadjustment event\u201d, \u201cconsideration\u201d, \u201cGST\u201d, \u201cinput tax credit\u201d, \u201csupply\u201d, \u201ctaxable supply\u201d and \u201ctax invoice\u201d each has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 <\/em>(Cth).<\/p>

15. AMENDMENT<\/strong><\/p>

This Agreement may only be amended by written agreement executed by all the Parties.<\/p>

16. NOTICES<\/strong><\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Form of notice<\/p>

A notice or other communication must be in writing in English and may be:<\/p>

(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 delivered personally;<\/p>

(ii)\u00a0\u00a0\u00a0\u00a0\u00a0 given by an agent of the sender;<\/p>

(iii)\u00a0\u00a0\u00a0\u00a0 left at a Party\u2019s current delivery address for notices as set out in this Agreement;<\/p>

(iv)\u00a0\u00a0\u00a0\u00a0\u00a0sent by prepaid mail to a Party\u2019s current postal address for notices as set out in this Agreement; and\/or<\/p>

(v)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0sent by fax to a Party\u2019s current fax number for notices as set out in this Agreement.<\/p>

(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Receipt of notice<\/p>

A notice or communication is taken as having been given:<\/p>

(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0when left at a Party\u2019s current delivery address for notices; or<\/p>

(ii)\u00a0\u00a0\u00a0\u00a0\u00a0 if mailed within Australia to an Australian address, on the third Business Day after posting; or<\/p>

(iii)\u00a0\u00a0\u00a0\u00a0 if mailed outside of Australia to an Australian postal address or within Australia to an address outside of Australia, on the tenth Business Day after posting; or<\/p>

(iv)\u00a0\u00a0\u00a0\u00a0\u00a0if sent by fax, when the sender receives a fax report from the recipient\u2019s fax machine acknowledging receipt of the notice, unless the fax is received after 5pm in the place of receipt, in which case it is taken as having been given at 9am on the next day that is not a Saturday, Sunday or bank or public holiday in the place of receipt.<\/p>

(c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Address for service are set out in the start of the Agreement. A Party may change its address for service of notices by written notice to the other Party.<\/p>

17. FORCE MAJEURE<\/strong><\/p>

If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party\u2019s reasonable control (Force Majeure<\/strong>), and if the Party unable to carry out its obligations gives the other Party prompt written notice of such event, then the obligations of the Party invoking this provision shall be suspended to the extent necessary by such event.\u00a0 The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders of acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages.\u00a0 The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased.\u00a0 An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.<\/p>

18. GENERAL<\/strong><\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Relationship:<\/strong> The Service Provider may describe themselves as a Service Provider to the Principal, but must not describe itself in any way as an employee or agent of the Principal.\u00a0 This Agreement is not intended to create a relationship between the Parties of partnership, joint venture, agency or employer-employee. Neither Party has authority to create, assume or otherwise enter into any agreement that imposes rights or obligations on the part of the other Party.<\/p>

(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Assignment: <\/strong>This Agreement is personal to the Parties.\u00a0 A Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld). Any purported dealing in breach of this clause is of no effect.<\/p>

(c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Waiver or variation of rights: <\/strong>Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right.\u00a0 A Party is not liable to any other Party for any loss, cost or expense that may have been caused or contributed to by the failure, delay, waiver or exercise of a power or right.<\/p>

(d)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Powers, rights and remedies: <\/strong>Except as expressly stated to the contrary in this Agreement, the powers, rights and\/or remedies of a Party under this Agreement are cumulative and are in addition to any other powers, rights and remedies of that Party.\u00a0 Nothing in this Agreement merges, extinguishes, postpones, lessens or otherwise prejudicially affects any power, right, or remedy that a Party may have at any time against the other Party to this Agreement or any other person.<\/p>

(e)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Consents and approvals: <\/strong>Where this Agreement provides that a Party may conditionally or unconditionally give or withhold any consent or approval in relation to any matter in this Agreement, that Party may in its absolute discretion, and without being obliged to give reasons for doing so, withhold any consent or approval or give consent or approval conditionally or unconditionally.<\/p>

(f)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Further assurance: <\/strong>Each Party must from time to time and in a timely manner do all things reasonably required of it by the other Party to give effect to this Agreement.<\/p>

(g)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Counterparts: <\/strong>This Agreement may be executed in any number of counterparts and, if so, the counterparts taken together will constitute one and the same Agreement.\u00a0 The date of this Agreement will be the date that it is executed by the last Party.<\/p>

(h)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Entire agreement and understanding:<\/strong> In respect of the subject matter of this Agreement: this Agreement contains the entire understanding between the Parties; all previous oral and written communications, representations, warranties or commitments are superseded by this Agreement and do not affect the interpretation or meaning of this Agreement; and each of the Parties has relied entirely on its own enquiries before entering into this Agreement.<\/p>

(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Governing law and jurisdiction: <\/strong>This Agreement is governed by the laws of Victoria and the Commonwealth of Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria.<\/p>

19. DEFINITIONS AND INTERPRETATION<\/strong><\/p>

19.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Definitions<\/p>

In this Agreement:<\/p>

Business Day<\/strong> means a day which is not a Saturday, Sunday or bank or public holiday in Victoria.<\/p>

Confidential Information<\/strong> means any information about a Party, its operations, products and customers acquired by the other Party (or any of its employees or agents) whilst, or as a result of, performing the Services which is not in the public domain, other than as a result of breach of confidence.<\/p>

Parties<\/strong> means the parties entering into this Agreement.<\/p>

Services<\/strong> are set out in the Schedule.<\/p>

Term <\/strong>is set out in the Schedule.<\/p>

Termination Date <\/strong>is set out in the Schedule.<\/p>

19.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Interpretation<\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 words in the singular include the plural and vice versa;<\/p>

(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 headings are for convenience and do not affect the interpretation of this Agreement;<\/p>

(c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 any gender includes the other gender;<\/p>

(d)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 a reference to a clause, paragraph, schedule or annexure is a reference to a clause, paragraph, schedule or annexure, as the case may be, of this Agreement;<\/p>

(e)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 if any act which must be done under this Agreement is to be done on a day that is not a Business Day then the act must be done on or by the next Business Day;<\/p>

(f)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 a reference to any legislation includes subordinate legislation and all amendments, consolidations or replacements from time to time;<\/p>

(g)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 if a word or phrase is defined in this Agreement then any other grammatical form of the word or phrase shall have a corresponding meaning;<\/p>

(h)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity;<\/p>

(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u201cincludes\u201d and similar words mean includes without limitation;<\/p>

(j)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 no clause of this Agreement shall be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;<\/p>

(k)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 a reference to a Party includes the Party\u2019s legal personal representatives, successors, assigns and persons substituted by novation;<\/p>

(l)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 a reference to this or any other agreement includes the agreement, all schedules and annexures as novated, amended or replaced and despite any change in the identity of the parties;<\/p>

(m)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;<\/p>

(n)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 a reference to time is to local time in Victoria; and<\/p>

(o)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 a reference to \u201c$\u201d or \u201cdollars\u201d refers to the currency of Australia from time to time.<\/p>\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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The Grey Matters for you Inc. as Principal and as Service Provider PARTIES This Agreement is entered into between the parties set out below, on the date that the last party executes the Agreement as set out on the signing page: Name: The Grey Matters for you Inc. ABN 97 368 130 567 (Principal or …<\/p>\n

Service Agreement<\/span>Read More »<\/a><\/p>\n","protected":false},"author":2,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":[],"acf":[],"yoast_head":"\nService Agreement - Grey Matters<\/title>\n<meta name=\"robots\" content=\"index, follow, max-snippet:-1, max-image-preview:large, max-video-preview:-1\" \/>\n<link rel=\"canonical\" href=\"https:\/\/www.greymatters.org.au\/service-agreement\" \/>\n<meta property=\"og:locale\" content=\"en_US\" \/>\n<meta property=\"og:type\" content=\"article\" \/>\n<meta property=\"og:title\" content=\"Service Agreement - Grey Matters\" \/>\n<meta property=\"og:description\" content=\"The Grey Matters for you Inc. as Principal and as Service Provider PARTIES This Agreement is entered into between the parties set out below, on the date that the last party executes the Agreement as set out on the signing page: Name: The Grey Matters for you Inc. 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