1 1.

1

Relationship between the Parties The relationship between the Parties is that of service provider and client. Our Obligations

4 4.1

Variations You will only be entitled to direct variations upon the Service(s) we provide as stated in the contract details. Extension of Time We are only entitled to an extension of time to the Date for Commencement of the Service(s) if they are delayed by an act, omission, breach or default by you, your employees, agents or contractors, the execution of a variation under clause 4 or the occurrence of any event which is clearly deemed beyond our control, such as prolonged loss of electricity, fire, theft or Internet collapse. We must, within 14 days of it becoming evident to us that the Service(s) are likely to be delayed, give a notice to your Representative setting out the cause of delay and the period by which we believe the Date for Commencement should be extended. Your Representative will, within a 48 hours of receipt of our notice, confirm this information by written notice to us.

9 9.1

Assignment & subcontracting You may not assign the rights and/or obligation under this Agreement without our prior consent.

2 2.1

5 We must: 5.1 (a) perform the Service(s): (i) exercising due care, skill and judgment and using our best endeavors; (ii) in an efficient, professional and cost effective manner in accordance with relevant professional principles and standards; and (iii) in accordance with this Agreement and all guidelines, procedures and directions made by us under this Agreement; (b) ensure that all our agents and subcontractors are suitably trained and experienced and comply with any safety, security and general work rules specified by us when undertaking the Service(s). 2.2 We must comply with all statutory requirements and the requirements of any relevant authority. The person nominated by us will be our Representative. Our Representative has authority to issue invoices to, and receive notices from you. We may change our representative by this Agreement by notice to you. Your Obligations You must provide sufficient information regarding the Service(s) for us to commence the Service(s). If we deem insufficient information has been supplied, we reserve the right to halt Service(s) subject to the information being supplied. You must make prompt payments to us in accordance with this Agreement. You must not disclose any information provided by us in connection with this Agreement to any third persons without our express approval. You must adhere to any additional actions agreed upon, such as providing customers with discounts, or providing blog updates, in accordance with the terms set out above in this Agreement under the description of Service(s), so that we may carry out our obligations effectively. Failure to do so may render some or all of our obligations to you null and void.

10 Consequential Loss and Limitation of Liability 10.1 Without prejudice to any liquidate damages provisions stipulated for delay, nonperformance or otherwise, neither party (nor our Representative) is liable to the other under this Agreement, law of tort (including negligence), statue, in equity or otherwise for any kind of indirect or consequential loss or damage arising out of or in connection with this Agreement. Our liability to you under this Agreement will not exceed the amount equal to the fee agreed upon under the Service Contract between Tailored Social and the individual, business or company for which our services have been contracted (as the same may increase or decrease from time to time in accordance with the terms of this Agreement). Clauses 10.1 and 10.2 do not limit your liability: (a) (b) under sub clause 12.2; to indemnify us against penalties, losses and damages to the extent incurred by us as a result of your breaching your obligations under this Agreement to comply with all applicable Laws; under any other provisions of this Agreement which expressly impose a greater liability; in cases of fraud, willful misconduct or illegal unlawful acts; or in cases of acts or omissions of the individual, business or company utilizing Tailored Social which are contrary to the most elementary rules of diligence which a conscientious body would have followed in similar circumstances. Despite anything in this Agreement to the contrary, none of your liabilities to us covered by insurance carried by you are included in your aggregate liability for the purpose of determining the limit of your liability under this Agreement. Suspensions and Termination You may, by notice, suspend the performance of the Service(s) at any time, but ending a contract prematurely carries a one-

10.2

6 6.1

Payment and Completion You must pay the Contract Price to us each month, on the date of signing this document, and for each subsequent month this Agreement is in force. Should any Taxes be levied on, in respect of, or in relation to, the Service(s) these will be to your account. You will be responsible for the payment of those Taxes and will provide documentary evidence of the payment of those Taxes if made on our behalf. Without limiting clause 6.2, we will be solely liable for income tax imposed on us in respect of income derived by us in undertaking the Service(s). If GST is imposed on any supply made under this agree ment by one party (“ the supplying party”) to another party (“the receiving party”) and the consideration payable or to be provided for the supply under any other clause in this agreement is not expressed to be inclusive of GST, the receiving party must pay, in addition to and at the same time as any GST exclusive consideration is payable or to be provided for the supply, an additional amount calculated by multiplying the value of that GST exclusive consideration (without deduction or set-off) by the prevailing GST rate.

10.3

2.3

6.2

3 3.1

(c)

6.4

(d)

(e)

3.2

6.5

3.3.

10.4

3.4

11 11.1

time cancellation fee of 50% of the monthly charges that would have been paid between the date of cancellation and the end of the contract period. 11.2 If this Agreement is terminated under sub clause 11.1, you will be liable for payment for the Service(s) carried out to the date of termination, in addition to the one-time cancellation fee. If this Agreement is terminated under clause 11.4, you will only be liable for payment for the Service(s) carried out to the date of termination subject always to your right of set off. In this event, you may also employ other persons to complete or perform the Service(s). Intellectual Property You agree and acknowledge that all intellectual property rights including, but not limited to, copyrights, patents, trademarks, designs, brand names, logos, circuit layouts and confidential information discovered or coming into existence as a result of, for the purposes of or in connection with, the performance of the Service(s) in accordance with this Agreement, will be vested in and owned by us. We warrant that performance of the Service(s) in accordance with this Agreement will not infringe the intellectual property rights of any third party. We must indemnify you against any liability, costs, expense, loss or damage arising out of or in connection with any infringements of the intellectual property rights of any third party. We agree, and we will procure the agreement of each author, that we, in our absolute discretion: (a) need not identify you or any author as the author(s) of the Project IP;

Service(s) will be Date Compliant. 14 Set Off Without limiting any other right or remedy we may have, any debt due and owing from you to us in connection with this Agreement may be deducted by us from any other money payable to you in connection with this Agreement. 15 Dispute Resolution If a dispute arises, the dispute must be referred to our Representattive and your Representative for resolution. If the dispute is not resolved within 2 days of such referral it must be referred for resolution to a Panel consisting of a nominated representative of each of the Parties and an independent third party agreed to by the Parties. If the dispute is not resolved, or the Panel does not meet within 3 days of such referral, either Party may commence legal proceedings. 16 16.1 Notices Any notice, approval, consent or other communication in relation to this Agreement must be in writing and marked for the attention of (a) in the case of a notice to us, the Tailored Social Representative; in the case of a notice to you, the individual, business’ or company’s Representative.

Agreement means this agreement and such further documents as may be expressly incorporated into this Agreement. B is for banana. We’re not without a sense of humor, and you should be rewarded for reading this far. :) Commencement Date means the date of commencement of this Agreement as set out in the Contract Details. Date Compliant means that computer system technology and other data processing systems used by you in connection with the Service(s) can correctly process all dates and can continue to properly operate and function on all dates GST means a goods and services tax or any similar tax which is imposed in Australia and has effect during the term of this Agreement. Intellectual Property Rights includes without limitation the protected rights attaching to inventions, patents, registered designs, trade marks, copyright, circuit layouts and confidential information. Law means any statues, decree, circular, rule or regulation by any government authority or Native Title Rights, whether now or at any time in future in effect. Panel means the panel established in accordance with clause 15 which consists of the nominated Representatives of each of the Parties. Project IP means all Intellectual Property Rights (present or future) created, discovered or coming into existence as a result of, for the purposes of or in connection with the Service(s) or this Agreement (including without limitation all Intellectual Property Rights developed by us in connection with the Service(s) and any Intellectual Property Right in the technical materials provided by us to you). Representative means the representative of the Parties (as the case may be) as identified in the Contract Details or any other person appointed by the relevant Party from time to time and notified to the other. Site means any site used in the performance of the Service(s). Tax Invoice has the same meaning as in the A New Tax System (Goods and Services) Tax Act 1999 (Cth).

11.5

12 12.1

12.2

(a)

17 17.1

Governing Law and Jurisdiction This Agreement is governed by the laws of the State of Victoria. The parties submit to the exclusive jurisdiction of the courts of the State of Victoria and any courts which may hear appeals from those courts in respect of any proceedings in connection with this Agreement. If any provision of this Agreement is prohibited, invalid or unenforceable in any jurisdiction, that provision will, as to that jurisdiction, be ineffective to the extent of the prohibition, invalidity or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction. Should this Agreement be used outside the State of Victoria, refer to clause 17.3. Definitions and Interpretation In this Agreement, unless the contrary intention appears:

17.2 12.3

17.3 (b) (i) may: materially distort, destroy, mutilate, alter or in any other way change; add to, delete from, retitle; and reproduce, publish, copy, adapt; the Project IP (or a substantial part of or adaptation of it) in any way we see fit in any medium and in any context and with or without other text, data or images. 13 Date Compliant Where the Service(s) involve the supply of goods or materials, we warrant that the

(ii) (iii)

17.4

18 18.1

Taxes means taxes (including a GST) levies, imposts, deductions, charges, withholdings and duties (including stamp and transaction duties), together with any related interest penalties, fines and other statutory charges. Us and We means Tailored Social. Service(s) means the Service(s) to be performed by you for us in accordance with this Agreement as specified in the Contract Details. You and yours means the party engaged under this Agreement to pay the contract price to Tailored Social. 18.2 In this Agreement unless the contrary appears: (a) a reference to this Agreement or another instrument includes any variation or replacement of either of them; the singular includes the plural and vice versa; the word person includes a firm, a body corporate, an unincorporated association or an authority; a reference to a person includes a reference to the person’s executives, administrators, successors, substitutes (including, but not limited to, persons taking by novation) and assigns; if a period of time is specified an dates from a given day or the day of an actual event, it is to be calculated exclusive of that day; a reference to a clause is a reference to a clause in this Agreement; a reference to a third person or a third party is a reference to a person who is not a party to this Agreement; and; a reference to “$A”, “A$”, “dollar” or “$” is a reference to Australian currency. In the event that there is any inconsistency or ambiguity between the Contract Details and these Terms and Conditions, the Contract Details will prevail to the extent of such inconsistency or ambiguity (other than in relation to indemnity matters). Headings are inserted for convenience only and do not affect the interpretation of this Agreement.

(b)

(c)

(d)

(e)

(f)

(g)

(h)

18.3

18.4