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1. JJ MM PTY LTD ABN 123 722 154 trading as A1 Pest Control Canberra (“A1PCC”) agrees to supply a Commercial Pest Control Inspection and Treatment Program (the “Service Plan” or “Plan”) at the specified areas of the premises described above for the Fees (plus GST) in relation to those Pests described in this document in accordance with these terms and conditions. Customer’s furniture and equipment is excluded unless referenced in this document for inspection and/ or treatment. Additional areas or pests will be subject to a separate survey and proposal.

2. Acceptance: The Customer’s acceptance of these terms may be confirmed either by signing this document, confirming its acceptance by email or allowing A1PCC to perform the Service Plan.

3. Coverage: The Service Plan covers the scheduled number of visits each year to inspect and provide treatments where necessary to the premises for the control of the specified Pests. A1PCC will provide recommendations for achieving effective Pest control (see clause 8). Additional visits required to control Pests beyond scheduled visits (including for implementing A1PCC recommendations) will incur additional charges. A service report will be provided at the time of each service or emailed to the Customer.

4. Term: This agreement will operate for an initial minimum term of twelve (12) months commencing on the date of this agreement unless otherwise agreed. This agreement will automatically be extended, if not terminated or varied and will operate until such time as it is terminated by either party giving at least two (2) calendar months written notice of termination. No termination can take effect before the last day of the initial minimum term except in accordance with Clause 22. The Customer acknowledges that any failure to provide this notice will result in the Customer being liable for amounts equal to the fees for the two (2) months period.

5. Fees: Fees are payable by the Customer to A1PCC for the Service Plan and use of any A1PCC equipment. They are in addition to any fee charged by A1PCC for the initial pest treatment. Fees for the Service Plan are payable quarterly in advance. Fees are exclusive of GST which shall be payable in addition to the fees upon A1PCC providing a tax invoice. The Fees are based on the services and equipment required allowing for set up costs, materials and equipment costs, service support and administration costs (“Service Costs”). If A1PCC agrees to accept a reduction or cancellation of any part of the Service Plan, any variation to the fees must take account of these Service Costs so the fees may not be varied pro rata to the change in the Services. Where in any invoice period, A1PCC has not completed the required minimum number of service visits, the Customer will be entitled to a credit calculated on a pro rata basis after appropriate deductions in respect of the Service Costs and also taking into account the number of non routine visits such as call outs and follow up visits the Customer has received.

6. Interest on over dues & No Deductions: Interest is payable by the Customer on overdue amounts payable to A1PCC from the end of the due date until the date on which the debt is paid at a rate of two per cent (2%) above the rate charged by A1PCC’s bank on overdrafts for less than one hundred thousand dollars ($100,000.00). The Customer may not deduct or withhold any amount (whether by way of set off, counterclaim or otherwise) from any money owing to A1PCC.

7. Pricing Review: After the initial minimum term, and no more than once annually, A1PCC may review and increase the fees by notice to the Customer.

8. Treatment effectiveness: A1PCC will deliver the Plan in a competent and professional manner taking into account these terms. The ongoing effectiveness of the pest control provided depends on the Customer implementing A1PCC’s recommended hygiene, housekeeping, stacking and property maintenance procedures. The Customer acknowledges that pest treatment may also be rendered ineffective by disturbing treated areas, building alterations, renovations and introducing untreated or infested materials to the property that encourage pest activity.

9. A1PCC Equipment: The Customer agrees to take reasonable care of A1PCC owned equipment installed at the premises by A1PCC as part of the Plan and to follow any instructions given by A1PCC in relation to the equipment and its use. All such equipment shall remain the property of A1PCC and the Customer agrees not to move or modify the equipment including removing any label indicating the equipment belongs to A1PCC. The Customer accepts all costs for installing the equipment and of rectifying any damage caused to the equipment including loss, theft or damage caused by fire and flood. The customer agrees to immediately inform A1PCC if the equipment is damaged or removed. A1PCC is entitled to replace any item of equipment at any time at its sole discretion provided the replacement item is of an equivalent or better standard and upon replacement the replaced item is subject to these terms and conditions.

10. Insurance: Where requested by A1PCC, the Customer must maintain insurance with a reputable insurer for:
(a) A1PCC equipment for its full replacement value against any loss or damage and it must note the interest of A1PCC as owner of the equipment; and
(b) the liability for loss resulting from any kind or injury or death of any person in connection with the use of the equipment. The Customer must provide A1PCC with evidence of the insurance upon request.

11. Pest Inspection and Treatment: All pest inspections undertaken as part of the Plan will be based upon a visual inspection only limited to those areas and sections of the premises fully accessible and visible to the technician at the time and on the day of the inspection. Furniture, equipment, fittings and stock may conceal evidence of some pests that can only be revealed when these items are removed. The treatment will cover only those pests and areas described in this agreement. All other pests are excluded unless agreed by A1PCC in writing.

12. Advice and recommendations: A1PCC’s technician will provide a service report after each visit and provide advice and recommendations to the Customer to control and minimize pests and their habitat. These may cover hygiene, housekeeping, stacking, storage and maintenance. A1PCC may elect to terminate this agreement if a Customer fails to implement recommendations necessary to eliminate factors or conditions contributing to Pests and the re-infestation by Pests.

13. Access and Safety: The Customer must ensure that A1PCC’s staff and other authorised personnel (“Personnel”) have full and safe access (free of any health and safety hazards and risks) to the relevant areas of the premises and all facilities such as water and electricity that A1PCC may reasonably require to provide the services during business hours or at times agreed with the Customer. The Customer must advise the A1PCC technician before the commencement of any service of any health and safety risks including the presence of asbestos. The Customer must also provide A1PCC with all necessary information, instructions, documentation and co-operation required by A1PCC. A1PCC will comply with all reasonable security and safety instructions of the Customer while present at the Customer’s premises.

14. Customer Co-operation: The Customer must comply with all advice and instructions provided by A1PCC to the Customer including any relating to pesticides and equipment usage and the health and safety of persons using the premises during and following the completion of any service.

15. Damage to Utilities: If delivery of the Plan requires drilling or cutting any materials, the Customer will be responsible for identifying the location of all utility services to the property including water and drainage pipes, electrical and telephone cables, gas pipes etc. A1PCC will exercise due care in performing any drilling or cutting but the Customer will be liable for any damage caused by penetration to any such services unless caused by the negligence of A1PCC.

16. Reliance on Service and Report: All reports provided by A1PCC in relation to the Plan are provided solely for the benefit of the Customer named in the report. Neither this agreement nor any report may be assigned by the Customer to another person or relied upon by any other person without the prior written approval of A1PCC that may be given conditionally or withheld.

17. Service Confirmation: The Customer acknowledges that any of the following constitute proof of satisfactory performance of the Services by A1PCC:
(a) a customer service docket signed by the Customer;
(b) an electronic record of the Customer’s signature recorded by A1PCC on a portable electronic; or
(c) for services undertaken at a specific Customer site, an electronic scan record recorded by A1PCC when A1PCC Personnel scans the bar code located at the site.

18. Indemnity: To the extent permitted by law, the Customer will indemnify A1PCC and its Personnel against all actions, claims, proceedings or costs (including legal costs on a full indemnity basis) which A1PCC may incur as a result of:

(a) any person alleging loss or injury due to the equipment not being used by the Customer or its staff or invitees in the manner recommended by A1PCC;

(b) any reliance placed on the content of a service or inspection report by any person other than the Customer who obtained the report from the Customer without the written approval of A1PCC, except to the extent any loss or damage is caused by A1PCC or its Personnel.

19. Subcontractors: A1PCC may engage or employ any person, sub-contractor or agent to provide any of the services under this agreement and will be responsible for the performance of the delivery by that subcontractor of A1PCC’s obligations under this agreement.

20. Force Majeure: A1PCC shall not be responsible for failure to meet any obligation if the failure results directly or indirectly from a cause beyond its control.

21. No Bribery: The Customer and A1PCC agree:

(a) that they will not (nor allow anyone acting on their behalf) to offer, give, request or accept any undue financial or other advantage of any kind in any way connected with entry into this agreement; and

(b) they will each comply with all applicable laws related to bribery and corruption in connection with this agreement. Any failure to comply with this clause entitles the other party to terminate this agreement upon notice to the other party.

22. Termination: A1PCC may suspend the Services or terminate this agreement on immediate notice to the Customer if:

(a) the Customer is in breach of a material obligation and does not remedy that breach within two (2) business days of notice from A1PCC;

(b) the Customer breaches any other provisions and fails to remedy that breach (if capable of remedy) within ten (10) business days of notice from A1PCC: or

(c) the Customer becomes insolvent or deemed insolvent, bankrupt, ceases or threatens to cease to carry on business, a receiver, manager, administrator or anything having a similar effect occurs in relation to the Customer. It is agreed that non payment, any modification or removal of any equipment without the approval of A1PCC, refusal to allow access to the premises to be serviced are material breaches of this agreement.

23. Removal of Equipment: On termination of this agreement, howsoever that arises, A1PCC may remove all of its equipment in the Customer’s possession or control, and for that purpose may enter the premises and remove the equipment. A1PCC shall use all reasonable care in removing the equipment but shall not be responsible for restoring that part of the premises to the original state. If A1PCC is unable to remove the equipment the Customer shall be liable for the replacement value of the equipment that has not been recovered.

24. Debt Collection: The Customer indemnifies A1PCC for all expenses incurred in relation to the recovery of debts owed by the Customer.

25. Privacy and Credit Reporting: The Customer authorises A1PCC, its Personnel or any related entities of A1PCC, subject to complying with the Privacy Act 1988, to use and disclose the personal information of the Customer for any purpose connected with this agreement or otherwise in accordance with the A1 Pest Control Canberra Privacy Policy which can be accessed at www.a1pestcontrolcanberra.com.au. Where the Customer is provided with credit, the Customer authorises A1PCC to do any of the following to assess the Customer’s application for credit under this agreement and, if the application is successful, to manage the credit account until the credit account is repaid in full and closed:

(a) obtain credit reports in respect of the Customer and its related entities from credit-reporting agencies;

(b) seek and/or disclose information about the Customer and its related entities (including any information about their credit worthiness, credit history, standing or capacity) which credit providers are permitted by the Privacy Act 1988 to supply, obtain or receive;

(c) disclose information about the application for credit under this agreement and, if the application is successful, about the credit account and any credit provided to a credit-reporting agency in order to obtain information or credit reports;

(d) disclose information including identity particulars, the fact that the Customer has applied for credit and details of payments which are overdue more than sixty (60) days to credit-reporting agencies and other credit providers; and

(e) disclose information about the Customer and its related entities to any person considering acting as a guarantor of the Customer.

26. Entire Agreement: This agreement supersedes and replaces all previous agreements between the parties in relation to pest control services and contains the entire agreement between them as to its subject matter. To the extent permitted by law, A1PCC expressly excludes all warranties, guarantees, representations and conditions except as may be made by A1PCC to the Customer in writing.

27. Liability: To the extent permitted by law:-

(a) A1PCC will not be liable for any loss of profits or revenue, loss of business, wasted expenditure or any form of indirect or consequential loss arising out of or in connection with this agreement, the supply of the services, the equipment or the sale of any goods.

(b) where a claim relates to a guarantee or warranty under the Australian Consumer Law, A1PCC’s total aggregate liability to the Customer under or in relation to this agreement (including in contract, negligence, tort or any common law or statutory right) is limited at A1PCC’ option to:

(i) in relation to claims relating to services, the resupply of the services or the costs of resupply of the service; or

(ii) in relation to claims relating to goods, the resupply of the costs or the cost of re supply of the goods.

(c) in all other circumstances, the liability of A1PCC to the Customer (including in contract, negligence, tort or any common law or statutory right) under this agreement will not exceed the fees received by A1PCC from the Customer pursuant to this agreement.

28. General:

(a) This agreement may only be amended in writing signed by both parties.

(b) A reference to ‘writing’ or ‘written’ includes electronic mail.

(c) If any provision of this agreement is illegal, invalid or unenforceable it may be severed without affecting the enforceability of the other provisions.

(d) The Customer may not assign its rights under this agreement without the prior approval of A1PCC.

(e) Each indemnity in this agreement is a continuing obligation separate and independent from the other obligations of the party giving the indemnity and survives termination or expiry of this agreement.

(f) This agreement is governed by the laws of the State or Territory where the services are being provided to the Customer and the parties submit to the jurisdiction of the courts of that State or Territory.

BACKGROUND

The Client requires the services, as described in this Agreement (hereinafter “the Services”) to be provided.
The Client wishes to hire an independent contractor to provide the Services to the Client.
The Service Provider has the necessary skills, qualifications and experience to provide the Services to the Client.

The Service Provider agrees to provide the Services to the Client on the terms and conditions set out in this Agreement.

OPERATIVE PROVISIONS

In consideration of the matters described above, and of the mutual benefits and obligations described in this Agreement, the receipt of which and the sufficiency of which are hereby acknowledged, the Service Provider and the Client hereby agree as follows:

1. DEFINITIONS

“ACL” means the Australian Consumer Law which is contained in the Competition and Consumer Act 2010 (Commonwealth)
“Agreement” means this Service Agreement

“Agreement Date” means the date that both client and service provider decide on.

“Claims” means any claims, losses, proceedings, damages, punitive damages, penalties, demands, fines and liabilities whether criminal, civil, in tort, in contract or otherwise “Client” means customer that that has this service agreement with.

“Commencement Date” means date that the service is booked for.

“Confidential Information” has the meaning described in the “Confidential Information” clause of this Agreement 

“Fees” means fees paid by the Client to the Service Provider in accordance with this Agreement

“GST” means Goods and Services Tax imposed on a supply of goods or services in Australia, pursuant to the GST Law

“GST Law” means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth)

“Losses” means any losses including but not limited to financial losses, expenses, damages, costs including legal fees, legal costs and other expenses of any nature whatsoever “Party” means either the Client or the Service Provider “Parties” means the Client and the Service Provider collectively

“Service Provider” means A1 Pest Control Canberra

“Services” means the services to be provided by the Service Provider to the client, the specific description of which is as described in this Agreement

“Supplying Party” in relation to a piece of Confidential Information means the Party which supplies the Confidential Information to the other Party (whether directly or indirectly)

“Termination Date” means the earlier of the date that this Agreement is terminated by the Client or the Service Provider, or the date of expiry of this Agreement.

2. ACCEPTANCE

The Customer’s acceptance of these terms may be confirmed either by signing this document, confirming its acceptance by email or allowing A1PCC to perform the Service. 

3. SERVICES

a. In consideration for the Client paying the Fees, and subject to the provisions of this Agreement, the Service Provider hereby agrees to provide the Client with the following services:

(select which services apply)

1) treat any live termites that are agreed upon in the house, garden or trees on the property

2) install a BASF Termidor barrier to either the subfloor only or a full termite chemical barrier

3) Install termite bait stations

b. The Services may also include any other tasks which the Parties may agree on.

4. LOCATION OF SERVICES

The Services may be performed at a location as agreed between the Parties.

5. TIMING OF SERVICES

a. The Service Provider will commence providing the Services on
(“the Commencement Date”).

b. The Services will be completed on a date to be agreed between the Parties.

6. TERM

a. The term of this Agreement (“the Term”) will commence on the Agreement Date and will continue until the Services have been completed, or such other time as provided in this Agreement.

b. The Term may be extended by written agreement of the Parties.

7. PERFORMANCE OF SERVICES

a. The Services may be performed by the Service Provider personally, or by any employees, agents or subcontractors as chosen by the Service Provider in the Service Provider’s sole discretion.

b. The Service Provider may not use any persons to perform the Services except for those persons expressly permitted by this clause, or except for any other persons expressly permitted in writing by the Client.

c. The Service Provider is responsible for any work undertaken by the Service Provider’s subcontractors, employees or agents.

d. Any Services undertaken by the Service Provider’s subcontractors, employees or agents must be undertaken to, at a minimum, the same standards as set out in this Agreement.

e. The Service Provider is solely responsible for any payments to the Service Provider’s employees, agents, subcontractors or affiliates in relation to the provision of the Services under this Agreement, including any payments due for salary, wages, annual leave, sick leave, long service leave, superannuation and any other amounts to which the Service Provider’s employees, agents, subcontractors or affiliates may be entitled in relation to the provision of the Services under this Agreement.

f. The Service Provider is solely responsible for ensuring compliance with any legislation which applies to the Service Provider’s employees, agents, subcontractors or affiliates.

8. INSURANCE

a. The Service Provider must obtain all relevant insurance policies (“the Insurance Policies”), including but not limited to:

I. all those insurance policies required by law; and

II. worker’s compensation insurance for any of the Service Provider’s workers; and

III. public liability insurance for a minimum of an amount to be agreed;

b. Upon the request of the Client, the Service Provider must provide to the Client a copy of the Insurance Policies.

9. CURRENCY

Unless otherwise specifically provided, all monetary amounts contained in this Agreement are in Australian Dollars (AUD).

11. FEES

a. In consideration for the Service Provider providing the Services in accordance with this Agreement, the Client agrees to pay fees to the Service Provider (“Fees”) as follows:
Service fee includes all labour, tools, equipment and treatment materials. Fees will vary from property to property but once quote is accepted there will be no price changes or any hidden costs.

b. the Parties acknowledge that the Fees are inclusive of any Goods and Services Tax (“GST”), if applicable, and that the Service Provider will not be entitled to add GST to the Fees.

12. MATERIALS, COSTS AND DISBURSEMENTS

The Service Provider is not entitled to charge, and the Client will not be liable for, any additional costs such as costs for materials or disbursements, on top of the Fees which have been set out in this Agreement.

13. INVOICING

a. The Service Provider will be entitled to invoice the Client: on completion of the Services

b. Once the Service Provider provides a valid invoice in relation to the Fees (“the Invoice”), the Client must make payment within the following timeframe:
On the day of service unless other arrangements have been made.

14. CLIENT OBLIGATIONS

The Client must take, and must ensure that the Client’s employees, agents and other contractors take, all reasonable steps to cooperate in good faith with the Service Provider during the period while the Service Provider is providing the Services to the Client, including by making available any information, documentation, facilities, resources or personnel as reasonably required by the Service Provider, in accordance with this clause.

15. RETURN OF PROPERTY

a. Upon the termination, expiration or completion of this Agreement, each Party will promptly return to the other Party (“the Second Party”) respectively any property, documentation, records or confidential information which is the property of the Second Party.

b. In the event that the Client terminates this Agreement prior to completion of the Services:

I. the Service Provider will be entitled to attend the location or locations where the Services were undertaken strictly in order to recover any materials and/or equipment which are the property of the Service Provider; or

II. if agreed between the Parties, the Client may retain the Service Provider’s materials and/or equipment but must compensate the Service Provider for the said materials and/or equipment in an amount as agreed between the Parties.

16. QUALITY OF SERVICES

a. The Service Provider must perform the Services using reasonable care and skill for a Service Provider in its field.

b. The Service Provider must ensure that any end products or materials given by the Service Provider to the Client under the terms and conditions of this Agreement will not infringe on or violate the intellectual property rights or any other right of any third party.

c. This clause will survive the termination, expiration or completion of this Agreement.

18. LIMITATION OF LIABILITY

a. The Client may have certain rights under the Australian Consumer Law (“ACL”), or under other similar or related consumer protection laws.

b. The ACL (or any other similar or related consumer protection laws) may give the Client certain rights, warranties, guarantees and remedies regarding the provision of services by the Service Provider, which cannot be excluded, modified or restricted by the Service Provider (“Statutory Rights”).

c. The Service Provider’s liability to the Client is governed solely by the ACL (and any other similar or related consumer protection laws) and by this Agreement.

d. To the maximum extent permitted by law, the Service Provider excludes all conditions and warranties implied by custom, law or statute, except for the Client’s Statutory Rights, and the Service Provider expressly disclaims all warranties of any kind.

e. The Client hereby agrees that the Client is solely responsible for determining whether the Services are fit for the Client’s purpose.

f. Except in cases of death or personal injury caused by a Party’s negligence, that Party’s liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement, liability shall be limited to Fees paid by the Client to the Service Provider.

g. To the extent it is lawful, neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits or business.

h. When the Client’s Statutory Rights apply, to the maximum extent possible, the Service Provider’s liability in respect of any claim is limited to, at the Service Provider’s option:

I. the supply of the Services again; or

II. the payment of the cost of having the Services supplied again

i. The Service Provider’s failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

j. This clause will survive termination, expiration or completion of this Agreement.

19. WORKPLACE HEALTH AND SAFETY

a. The Service Provider must, at the Service Provider’s cost, comply with all relevant WHS Policies or any other standards and regulations in relation to workplace health, safety, welfare and wellbeing as required by the Client or by law.

20. WARRANTY

a. The warranty covered by BASF Termidor for $2M 8 year warranty is dependent of the client having an annual termite inspection where the
inspector can inspect the barrier, check and recommend wood be removed (that attracts termites) from under, or close to the house be removed in
a given time frame.

22. COMPLIANCE WITH LAWS

a. The Service Provider must, at the Service Provider’s own cost, comply with all laws which relate to or affect the Services, the Agreement or the Service Provider, including but not limited to regulations, legislation, delegated legislation, ordinances, rules, codes and any other requirements of any Federal, State or Local authorities, bodies or government departments (“the Laws”).

b. The Service Provider hereby indemnifies, keeps indemnified and holds harmless the Client against any actions, costs, charges, claims or demands in relation to a breach of the Laws.

c. This clause will survive the termination, expiration or completion of this Agreement.

23. ENTIRE AGREEMENT

a. The Parties agree that in relation to the subject matter of this Agreement, this Agreement represents the entire agreement between the Parties. The Parties confirm that no warranties, representations, conditions or collateral agreements affect this Agreement or the subject matter of this Agreement except as expressly provided in this Agreement.

b. The Parties each respectively agree that in entering into this Agreement, they did not do so in reliance on any representations, warranties or other provisions except for those which are expressly provided in this Agreement.

c. The Parties agree that any warranties, conditions or other terms implied by law are expressly excluded from this Agreement to the maximum extent permitted by law.

d. No amendment to or modification of this Agreement, and no additional obligation or obligations in relation to this Agreement or the subject matter of this Agreement, will bind any Party unless evidenced in writing and signed by both Parties.

24. NOTICES

a. Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will be deemed validly given to the Client if delivered to the following address:
info.a1pestcontrolcanberra@gmail.com

b. Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will be deemed validly given to the Service Provider if delivered to the following address:
13 Cosgrove Street
Curtin ACT 2605

c. Either Party (“the Nominating Party”) may nominate another address (“the New Address”) by notifying the other Party in writing of the New Address. Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will, after nomination of the New Address, be deemed validly given if delivered to the Nominating Party at the New Address.

25. WRITTEN COMMUNICATION

a. In relation to any correspondence or notification which is required under this Agreement to be provided in writing from one Party to the other Party:

I. such notice is properly given if given to the other Party:

A. by email to an email address that the other Party has nominated, acknowledged or used in connection with the Services or this Agreement.

B. by facsimile to a facsimile address which the other party has nominated, acknowledged or used in connection with the Services or this Agreement.

C. by post to a postal address the other party has nominated, acknowledged or used in connection with the Services or this Agreement.

II. such notice is taken to be received:

A. if sent by email, when the email becomes capable of being retrieved by the recipient at the relevant email address.

B. if sent by facsimile, at the time shown of correct and complete transmission to the recipient’s facsimile number by the sending machine.

C. if sent by prepaid post within Australia, five (5) days after the date of posting.

D. if sent by prepaid post to or from an address outside Australia, twenty one (21) days after the date of posting.

26. TERMINATION

a. This Agreement may be terminated by the Service Provider if the Client fails to pay any requisite Fees within ninety-nine (99) days after the date they are due. The Service Provider may terminate the Agreement immediately, with no notice period, in writing.

b. Aside from termination by the Service Provider in response to the Client’s failure to pay any Fees, as set out in the preceding sub-clause hereof, this Agreement may be terminated by either Party, upon notice in writing:

I. if the other Party commits a material breach of any term of this Agreement that is not capable of being remedied within fourteen (14) days or that should have been remedied within fourteen (14) days after a written request and was not;

II. if the other Party becomes unable to perform its duties under this Agreement, including a duty to pay or a duty to perform;

III. if the other Party or its employees or agents engages in any conduct prejudicial to the business of the other, or in the event that either Party considers that a conflict or potential conflict of interest has arisen between the Parties.

c. If this Agreement is terminated before the expiration of its natural term, the Client hereby agrees to pay for all Services rendered up to the date of the termination, and for any and all expenditure due for payment after the date of termination for commitments reasonably made and incurred by the Service Provider related to the rendering of Services prior to the date of termination.

d. Any termination of the Agreement under this clause shall not affect the accrued rights and liabilities of either Party under this Agreement or at law and shall be without prejudice to any rights or remedies that either Party may be entitled to.

e. Any part of this Agreement which is meant to continue after termination or which is meant to come into force at or after termination shall not be affected by this clause.

27. ASSIGNMENT

Neither Party will, whether voluntarily or by operation of law, assign, subcontract, delegate, mortgage, charge or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party.

28. WAIVER

a. The waiver by either Party of any right or remedy in relation to a breach, default, delay or omission by the other Party of any provision or provisions of this Agreement will not be construed as a waiver of any subsequent breach of the same or other provisions of this Agreement.

b. The failure or delay by either Party in exercising any right or remedy under this Agreement will not constitute a waiver of that right or remedy, nor will it prevent or impair that Party from subsequently exercising that right or remedy.

c. Any rights or remedies provided in this Agreement are cumulative and are in addition to any rights or remedies provided by law.

29. FORCE MAJEURE

a. In the event that circumstances arise which:

I. are outside of the reasonable control of a Party; and

II. materially affect that Party’s performance of its obligations under this Agreement; and

III. could not have been reasonably foreseen or avoided;

(hereinafter “the Circumstances”), then that Party will not be deemed to be in breach of this Agreement and will not have any liability under this Agreement for any delays or failures in performance of that Party’s respective obligations under this Agreement.

b. In the event that such a delay or failure occurs, the Party affected by the Circumstances must immediately notify the other Party in writing of when the Circumstances cause a delay or failure in performance, and when the Circumstances no longer cause a delay or failure in performance.

c. Either Party may terminate this Agreement, if the Circumstances continue for a continuous period of three months or more, by providing written notice to the other Party.

31. SEVERABILITY

If any clause or sub-clause of this Agreement is held to be invalid or unenforceable, it is to be read down or severed such that the remaining clauses and sub-clauses will be enforced to the maximum extent possible. In such circumstances the remaining provisions of this Agreement shall continue in full force and effect.

32. SURVIVAL OF OBLIGATIONS

At the termination, expiration or completion of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination or expiration shall remain in full force and effect, including but not limited to any provisions which explicitly state that they will survive termination or expiration.

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