Agreement for the provision of Services

Parties

Date: ________________________

Redigi Pty Ltd

(ACN 683 525 859, ABN 46 683 525 859)

T/As Redigi

(Supplier)

AND

[Legal entity name]

ABN: ________________________

Of: ________________________

(Client)

These values populate live as you type your details into the "Your details" form in Section 9.

Background

(A) The Supplier wishes to provide the Services to the Client.

(B) The Client has agreed to engage the Supplier to make a non-exclusive standing offer to provide the Services in accordance with this Agreement.

(C) Each engagement to provide Services will either be in the form of a Statement of Works, or a separate agreement if the parties see necessary.

Agreed Terms and Conditions

Interpreting this Agreement

1. Definitions and Interpretation

1.1 Definitions

In this Agreement:

ADC has the meaning given to that term in clause 15.2(a).

Agreement means this agreement for the provision of Services, including the Schedules and any annexures to the Schedule or items incorporated by reference.

Business Day means a day which is not a Saturday, Sunday or public holiday (being a public holiday appointed as such under the Public Holidays Act 1993 (Vic)) in Melbourne.

Change in Control means where the Control of the Supplier has changed, for any reason.

Change in Control Notice has the meaning given to that term in clause 14(a).

Commencement Date means the date from which the Supplier's standing offer to provide the Services will commence, as specified as such in Item A of Schedule 1.

Completion Timeline means the time allowed by the Supplier for the completion of the Deliverables required under the Statement of Works Contract as specified in the Statement of Works Contract.

Confidential Information means in relation to a disclosing party, any technical, scientific, commercial, financial or other information of, about or in any way related to or produced, developed or created by, the disclosing party, including but not limited to any information designated by the disclosing party as confidential, which is disclosed, made available, communicated or delivered to the recipient party in connection with this Agreement, but excludes information which:

1. is in or which subsequently enters the public domain (and confidential information will not be deemed to be in the public domain merely because it relates to other information which may be in the public domain), other than as a result of a breach of an obligation of confidentiality;
2. the recipient party can demonstrate was in its possession before the date of this Agreement;
3. the recipient party can demonstrate was developed by it independently of any disclosures previously made by the disclosing party; or
4. is lawfully obtained by the recipient party on a non-confidential basis from a person who is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the Supplier.

Contract Materials means any part of a Deliverable which the Supplier creates (whether alone or jointly with any other person) in performing the Services under this Agreement or any Statement of Works Contract.

Control means, in relation to the Supplier, the ability of any person to, directly or indirectly, exercise effective control over the Supplier (including the ability to determine the outcome of decisions about the financial operating and other policies of the Supplier) by virtue of the holding of voting shares, units or other interest in the Supplier or by any other means.

Data means all data, information, text, drawings, statistics, analysis, passwords and other materials embodied in any form which is:

1. supplied by or on behalf of the Client in connection with this Agreement (Input Data); or
2. generated, placed, stored, processed, retrieved, printed, accessed or produced utilising the Input Data or in the course of supply the Services or the Deliverables.

Deliverable means any output, product, item or material produced or delivered by the Supplier as an output of the Services, as specified in the Statement of Works and/or Statement of Works Contract.

Dispute has the meaning given to that term in clause 15.1(a).

Dispute Notice has the meaning given to that term in clause 15.1(a).

Expiry Date means the date set out in Item A of Schedule 1.

Guidelines has the meaning given to that term in clause 15.2(a).

Indemnified Party has the meaning given to that term in clause 19(a).

Insolvency Event means, in relation to the Supplier, any of the following:

1. anything that reasonably indicates that there is a significant risk that the Supplier is or will become unable to pay debts as they fall due, including:
   1. execution or distress being levied against any income or assets of the Supplier;
   2. a meeting of the Supplier's creditors being called or held;
   3. a security becoming enforceable or being enforced in relation to any of the Supplier's assets or undertakings;
   4. a step being taken to make the Supplier bankrupt or to wind the Supplier up;
   5. the appointment to the Supplier of a controller or administrator as defined in section 9 of the Corporations Act 2001 (Cth);
   6. the Supplier entering into any type of agreement, composition or arrangement with, or assignment for the benefit of, all or any class of its creditors;
   7. the Supplier entering into a small business restructure; or
   8. the Supplier being made subject to a deed of company arrangement;
2. a step being taken to have a receiver, receiver and manager, liquidator or provisional liquidator appointed to the Supplier or any of its assets; or
3. the Supplier ceasing, or indicating that it is about to cease, carrying on business.

Intellectual Property Rights means all intellectual property rights at any time recognised by law, including all present and future copyright, all proprietary rights in relation to inventions (including patents), registered and unregistered trademarks, trade secrets and know how, registered designs, circuit layouts, and all other proprietary rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields.

Key Objectives means the objectives of the Services and Deliverables specified in Item 4 of a Statement of Works Contract.

Laws means:

1. any statute, regulation or subordinate legislation of the Commonwealth of Australia, the State of Victoria or local or other government in force in the State of Victoria, irrespective of where enacted; and
2. lawful requirements of any government or government department or other body or a governmental, semi-governmental, judicial, municipal, statutory or public entity or authority (including a statutory authority or a State-owned enterprise), a self-regulatory authority established under statute or a stock exchange (wherever created or located) or a person (whether autonomous or not) who is charged with the administration of a law.

Losses has the meaning given to that term in clause 19(a).

Mediation has the meaning given to that term in clause 15.1(c).

Minimum Initial Period means the minimum period (if any) for which the Client must agree to receive and pay for the Services under a Statement of Works Contract.

Moral Rights has the meaning given to that term in the Copyright Act 1968 (Cth) and includes a right of a similar nature that is conferrable by statute, and that exists or comes into existence anywhere in the world.

Ongoing Support Services means management and support services provided to the Client after the completion of Deliverables pursuant to a Statement of Works Contract.

Payment Arrangement means the terms by which the Price is to be paid by the Client, including when the Price must be paid and any instalment arrangements.

Personnel of a party includes the officers, employees, agents, contractors and sub-contractors of that party.

Pre-Existing Intellectual Property means all materials owned by or licensed to a party as at the Commencement Date or developed by or on behalf of a party independently of this Agreement.

Price means the amount payable by the Client for the Services, as specified at Item 6 of Annexure A.

Protected Territory means the geographic area specified at Item J of Schedule 1, defined by reference to one or more Australian postcodes and one or more named principal localities.

Statement of Works means an order for Services submitted by the Client to the Supplier that is in, or substantially in, the form set out in Annexure A.

Statement of Works Contract means a contract for the provision of Services which is formed between the Client and the Supplier in accordance with clause 3.4.

Qualifying Service means any of Seller Finder, Always Visible, or such other Service as the Supplier may designate in writing as a Qualifying Service from time to time.

Quote means a quote from the Supplier provided under clause 3.2.

Relevant Laws means any Laws that apply to the Client including but not limited to: General Data Protection Regulation of the European Union; Spam Act 2003 (Cth); Privacy Act 1988 (Cth); and similar statutes, laws, regulations or similar irrespective of where enacted.

Request for Quote means a request for a quote for the provision of Services issued by the Client to the Supplier under clause 3.1.

Services means the services, including any Deliverables but not the Exclusions, offered by the Supplier pursuant to this Agreement, as specified in Item B of Schedule 1 and in respect of a Statement of Works Contract specified in Item 5 of Annexure A.

Supplier means Redigi Pty Ltd (ACN 683 525 859) (ABN 46 683 525 859), trading as Redigi.

Start Date means the date on which the provision of Services is to start under a Statement of Works Contract, as specified in the relevant Statement of Works Contract.

State means the Crown in right of the State of Victoria.

Tax Invoice has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Term means the duration of this Agreement, as calculated in accordance with clause 21.

Third Party Costs means fees payable to third parties, including but not limited to advertising fees, that are incurred in association with the provision of the Services by the Supplier.

1.2 Interpretation

Unless expressed to the contrary, in this Agreement:

1. words in the singular include the plural and vice versa;
2. any gender includes the other genders;
3. if a word or phrase is defined its other grammatical forms have corresponding meanings;
4. 'includes' and 'including' are not words of limitation;
5. no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it;
6. the obligations of the Supplier, if more than one person, under this Agreement and any Statement of Works Contract are joint and several and each person constituting the Supplier acknowledges and agrees that it will be causally responsible for the acts and omissions, including breaches of this Agreement, of the other as if those acts or omissions were its own;
7. the rights of the Supplier, if more than one person, under this Agreement, including the right to payment, jointly benefit each person constituting the Supplier;
8. if the date on or by which any act must be done under this Agreement is not a Business Day, the act must be done on or by the next Business Day;
9. a reference to:
   1. a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority;
   2. a person includes the person's legal personal representatives, successors, assigns and persons substituted by novation;
   3. any law, legislation or legislative provision includes any statutory modification, amendment or re-enactment, and any subordinate legislation or regulations issued under that legislation or legislative provision;
   4. '$', 'dollars' or 'AUD' is a reference to the lawful currency of the Commonwealth of Australia and all amounts payable under this Agreement are payable in Australian dollars; and
   5. a party or parties is a reference to the Client and the Supplier (as the case requires).

1.3 Headings

Headings do not affect the interpretation of this Agreement.

2. Standing offer to provide the Services

The Supplier makes a standing offer to provide the Services to the Client until this Agreement expires on the Expiry Date or is validly terminated.

3. Ordering Services

3.1 The Client may issue a Request for Quote

At any time during the Term, the Client may request a quote from the Supplier for a specific Service.

3.2 Quote

A Quote issued by the Supplier may be in the form of a draft Statement of Works (see Annexure A) or an email containing similar information, and specify any other information relevant to the Services to be provided or that the Client requires the Supplier to include in its Quote.

3.3 Receipt of Quotes

On receipt of a Quote, the Client may:

1. negotiate with the Supplier the terms of the Quote, following which a revised Statement of Works will be agreed and a Statement of Works Contract will be formed;
2. accept the Quote, which may be done in writing or by indicating to the Supplier that the Client wishes them to perform or commence work identified in the Quote; or
3. decline to accept the Quote, in which case no Statement of Works Contract will be formed.

3.4 When a Statement of Works Contract is formed

1. A Statement of Works Contract is formed, and the Statement of Works Contract will become binding on the Supplier and the Client, upon the first of either:
   1. The Client accepting a Quote; or
   2. The Client and the Supplier agreeing to the Statement of Works, either by signing or approving the Statement of Works or agreeing in writing (for example, by email).
2. Unless and until a Statement of Works Contract is formed:
   1. a Quote will not be binding on the Supplier or the Client;
   2. the Supplier must not start performing or charge the Client for any Services; and
   3. the Client has no liability to pay for any Services.

3.5 Variation of Statement of Works Contract

1. Where clause 6.1 does not apply, the Parties may by agreement in writing, vary a Statement of Works Contract. Any such variation will only have effect in relation to that Statement of Works Contract and will not vary any previous or future Statement of Works Contracts or this Agreement.
2. A variation of a Statement of Works Contract may result in additional fees being payable by the Client and must be agreed to in writing.

3.6 Terms incorporated into a Statement of Works Contract

A Statement of Works Contract incorporates all of the terms of the Quote and all of the terms of this Agreement (other than clauses 2, 3.1, 3.3, 21.1 and 21.2 (and any corresponding Items in the Schedules)), with such necessary changes as should be made to reflect the formation of the relevant Statement of Works Contract under this Agreement.

3.7 Inconsistency

Where there is any inconsistency between the provisions of this Agreement and any Statement of Works Contract, the provisions of this Agreement will prevail to the extent of that inconsistency.

3.8 Costs of preparing Requests for Quotes, Quotes and Statements of Works

The Supplier is not entitled to charge the Client for the development of a Quote or a draft Statement of Works. Each party is responsible for its own costs relating to the development, negotiation and finalisation of this Agreement, and each Statement of Works Contract.

Providing the Services

4. Performance of Services

4.1 When Services start and end under a Statement of Works Contract

1. The Supplier must start providing Services under a Statement of Works Contract within a reasonable time after the later of:
   1. the Start Date; and
   2. the receipt of payment of the Price of the Services being provided under the Statement of Works Contract, as calculated in accordance with clause 7.
2. The Supplier must complete the Deliverables required under a Statement of Works Contract in accordance with the Completion Timeline.
3. The Supplier must provide the Services required under a Statement of Works Contract until the earliest to occur of:
   1. The end of the Minimum Initial Period (if applicable);
   2. the date that the Supplier completes the Services required in a Statement of Works Contract (whether or not this occurs on, before, or after the end of the latest applicable Completion Timeline);
   3. the date that the Statement of Works Contract is terminated; and
   4. the date that this Agreement is terminated.
4. Minimum Initial Periods
   1. The Supplier may provide Services subject to a Minimum Initial Period, if specified in a Statement of Works Contract.
   2. Unless stated otherwise in a Statement of Works Contract, after the completion of the Minimum Initial Period, the parties may agree in writing that the Supplier will continue to provide those Services to the Client on a month-to-month basis at agreed costs.
   3. If the Client terminates a Statement of Works Contract before the end of the Minimum Initial Period, the Client will be liable to pay the sum that would have been payable had they received the Services for the whole Minimum Initial Period.

4.2 Ongoing Support

1. Following the completion of the Deliverables, the Client may request Ongoing Support Services from the Supplier and the Supplier may agree to provide Ongoing Support Services at costs agreed between the parties in writing.
2. The Supplier may provide an indicative cost for Ongoing Support Services in a Statement of Works Contract. Such price is not binding and is indicative only.
3. The parties will enter an agreement for Ongoing Support Services by either:
   1. Varying an existing Statement of Works Contract in accordance with clause 3.5 of this Agreement; or
   2. Entering a new Statement of Works Contract in accordance with clause 3 of this Agreement.

4.3 The Supplier's Services performance obligations

1. The Supplier must provide the Services:
   1. to the reasonable satisfaction of the Client and in a proper, timely and efficient manner using that standard of care, skill, diligence, prudence and foresight that would reasonably be expected from a prudent, expert and experienced provider of services that are similar to the Services;
   2. in accordance with any reasonable directions given by the Client.
2. The Supplier must:
   1. act in good faith and in the best interests of the Client;
   2. comply with all statements and representations as to its performance of the Services set out in any applicable Quote, draft Statement of Works and/or Statement of Works Contract;
   3. without limiting its obligations under clause 6.1, keep the Client informed of all matters of which it ought reasonably be made aware and provide such information in relation to the provision of the Services as may reasonably be required by the Client; and
   4. use appropriately skilled and qualified Personnel to provide the Services.
3. Where the Client engages a third party to provide goods or services which are related to or otherwise necessary for the Client to receive the Services, the Supplier agrees to provide all reasonable assistance and co-operation as required by that third party to ensure the Client receives the third party's goods or services, and the Services, in a seamless and efficient manner.
4. Where the Supplier's Services include management services and on-call support, such services will be delivered in accordance with the timelines specified in the Statement of Works Contract.

4.4 The Client's Obligations

1. The Client shall provide all necessary information, materials, and access to platforms or data in a timely manner as required for the Supplier to provide the Services. The Client acknowledges that any delays in providing such, or inaccuracies in the Client's inputs may affect Completion Timelines or the Deliverables and may incur additional fees if such delays or inaccuracies result in additional work being required by the Supplier to provide the Services.
2. The Client will only provide to the Supplier information and material (including but not limited to photographs, videos and sound) that the Client is legally entitled to use and to provide to the Supplier.
3. The Client shall appoint a representative at Item C of Schedule 1 as the Supplier's primary contact, who will be responsible for providing prompt feedback and approvals at the relationship level (including agreement-wide decisions, scope changes, escalations and billing matters). Individual agents within the Client's office may submit listing-level requests through the Supplier's standard workflow without further approval from the primary contact, provided they are authorised by the Client to do so. The Supplier will not be responsible for delays caused by the Client's failure to provide timely feedback, approval or direction.
4. The Client is responsible for ensuring all materials, directions, or requests provided to the Supplier comply with all applicable Laws.
5. The Supplier may as part of the Services collect and provide to the Client data from third parties, including but not limited to contact details (Third Party Data). The Client will be the owner of the Third Party Data and the Client is responsible for ensuring proper and safe storage of such in accordance with applicable Laws including but not limited to the Relevant Laws.
6. The Client must:
   1. Only use Third Party Data for lawful purposes;
   2. Only use Third Party Data in accordance with the consent provided by the third party;
   3. Obtain additional consents from third parties for the use of Third Party Data if necessary; and
   4. Establish and make available to the public, policies and terms and conditions regarding the use of all data, including Third Party Data.
7. The Client is responsible for the secure storage and transfer of all Client Data, including after Client Data has been transferred, shared or otherwise made accessible to the Supplier.
8. The Client acknowledges that the Deliverables may contain materials licenced, hosted or provided by third parties engaged by the Supplier and agrees to abide by any such licence or host terms.
9. The Client permits the Supplier to use the Client's name and non-confidential aspects of the Deliverables for marketing purposes. The Client may withdraw this permission at any time by written notice to the Supplier.
10. The Client must not, without prior written approval from the Supplier, video record, audio record, photograph, copy or duplicate any live or pre-recorded training sessions provided by the Supplier.
11. Where the Services include the deployment of tracking pixels, tags or similar measurement technologies (including but not limited to Meta Pixel, Google Ads tags, Google Analytics measurement IDs and TikTok Pixel), the Supplier will create and exclusively manage a dedicated pixel or tag for the Services within the relevant ad platform (Meta Business Manager, Google Ads or equivalent). The Client is responsible for the installation of any pixel snippet or measurement code on Client-owned websites or properties. The Client must not, during the term of the relevant Statement of Works Contract, share administrative or edit-level access to that pixel or tag with any other agency, contractor, employee or business portfolio outside the agreed scope of the Services. Where the Client has an existing pixel managed by a third party or shared across multiple business portfolios, the Supplier will create a separate, dedicated pixel rather than share access. The Client retains ownership of all pixel data through its own Business Manager, ad account or equivalent platform. On termination, the pixel and all associated data remain with the Client.

5. Acceptance of Services

1. The Supplier may specify in a Statement of Works Contract that the Deliverables are subject to the Acceptance Process provided in clause 5(b).
2. The Acceptance Process is as follows:
   1. Upon completion of the Deliverables, the Client will have 5 Business Days to review and inspect the Deliverables (Review Period);
   2. By the end of the Review Period, the Client must inform the Supplier in writing that it accepts or rejects the Deliverables;
   3. Failure to advise the Supplier in writing within 3 Business Days of the end of the Review Period constitutes acceptance of the Deliverables;
   4. If the Client rejects the Deliverables, they must provide in writing to the Supplier reasons why they reject the Deliverables and may request reasonable modifications by the Supplier. The Supplier will advise the Client whether the requested modifications can be provided at no charge or whether additional fees will be incurred;
   5. If the Client requests reasonable modifications to the Deliverables and the Supplier provides those reasonable modifications, the Client will be taken to have accepted the Deliverables.
   6. Rejection of the Deliverables does not change the Client's liability to pay for Services performed.

6. Delays and failure to perform

6.1 Duty to warn of delays and failures to perform

1. If the Supplier is aware of any actual or possible delay in the provision of the Services or delivery of a Deliverable, the Supplier:
   1. must advise the Client by written notice immediately upon becoming aware of such delay or possible delay, including with an explanation of the reasons for delay, and the likely length of the delay; and
   2. may include in the notice a request for an extension of time of the Completion Timeline.
2. The Client will not unreasonably refuse an extension of time.
3. If the Client agrees to an extension of time and such Agreement will constitute a variation of the Statement of Works Contract.

Pricing and payments

7. Price for the Services

1. The Supplier may incur costs and charge the Client for the Services it provides in accordance with the Statement of Works Contract, which may include monthly retainers, fixed fees, hourly rates or any combination thereof.
2. All amounts listed in the Statement of Works Contracts are in AUD and are exclusive of GST, unless specified otherwise.
3. Subject to clause 7(d), the Supplier may only incur and charge the Client expenses or disbursements if they are included in the Statement of Works Contract or otherwise approved in writing by the Client prior to being incurred, other than Third Party Costs.
4. The Client may be required to pay an amount in Third Party Costs. The Statement of Works Contract will specify whether the Third Party Costs is to be paid by the Client directly to the third party provider or to the Supplier who will then pay the Third Party Costs on the Client's behalf and invoice the Client for such amount.
5. The amount of any Third Party Costs is not required to be disclosed in the Statement of Works Contract and are subject to change.
6. Where a Statement of Works Contract specifies that the Client is to pay the Third Party Costs directly to the third party, the Client must ensure that a valid payment method is provided and maintained with the third party at all times. Failure to do so may result in delays to the Services.

8. GST and other taxes

8.1 Definitions

Terms used in this clause 8 have the same meanings given to them in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act).

8.2 Consideration is exclusive of GST

Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under or in accordance with this Agreement are exclusive of GST.

8.3 GST Gross Up

If GST is imposed on any supply made under or in accordance with this Agreement, the recipient of the taxable supply must pay to the party making the taxable supply an amount equal to the GST payable on or for the taxable supply. Subject to the recipient first receiving a valid Tax Invoice, payment of the GST amount will be made at the same time the consideration for the taxable supply is to be paid or provided in accordance with this Agreement.

8.4 Reimbursement

If this Agreement requires a party to pay for, reimburse or contribute to any expense, loss or outgoing (Reimbursable Expense) suffered or incurred by another party, the amount required to be paid, reimbursed or contributed by the first party will be the amount of the Reimbursable Expense net of input tax credits (if any) to which the other party is entitled in respect of the Reimbursable Expense plus any GST payable by the other party.

8.5 Adjustment Event

If an adjustment arises in relation to a taxable supply made under this Agreement, the Supplier must recalculate the amount payable on account of GST under clause 8.3 to take account of the adjustment event. The Supplier must issue an adjustment note to the Client within 28 days of becoming aware of the adjustment event. A corresponding payment to reflect the adjustment must be made by the Supplier to the Client, or by the Client to the Supplier, as the case may be.

8.6 Other taxes

Subject to the other provisions of this Agreement, pricing in the Price Schedule and the Pricing in the Statement of Works include all taxes (other than GST), duties (including stamp duty), charges, fees and other imposts of whatever kind (including any fine or penalty imposed in connection with them) that may be levied, assessed, charged or collected in connection with this Agreement.

9. Invoicing and payment

9.1 Invoicing

1. The Supplier must submit Tax Invoices to the Client in respect of the Services as follows:
   1. Monthly subscriptions: the Supplier will charge the Client's nominated payment method on the cycle date for the upcoming monthly period, and a Tax Invoice for that charge will be made available to the Client through the Supplier's invoicing system;
   2. One Off Projects: as soon as practicable after the parties enter a Statement of Works contract and prior to Supplier providing the Services.
2. A Tax Invoice must include all information required in a tax invoice for the purposes of the GST Act.

9.2 Payment of invoices

1. The Client will pay each undisputed invoice in accordance with the Payment Arrangement specified in the Statement of Works Contract.
2. If the Client fails to pay an invoice in accordance with clause 9.2(a), interest will accrue monthly on the unpaid balance commencing on the day after the last day for payment at a rate of 1.5% per annum greater than the rate from time to time fixed by the Penalty Interest Rates Act 1983 (Vic).

10. Non-Solicitation

1. During the Restraint Period and within the Restraint Area, the Client must not indirectly or directly solicit, canvass, induce, invite or encourage any employee or contractor of the Supplier who was actively involved in providing the Services to the Client to leave the employ or engagement of the Supplier.
2. Restraint Period means:
   1. Six months from the later of: the date of Termination of this Agreement; the end of the Term of this Agreement; or the end of a Statement of Works Contract.
   2. The duration of a Statement of Works Contract; and
   3. The Term of this Agreement.
3. Restraint Area means:
   1. Australia; and
   2. Victoria; and
   3. Melbourne.

11. Exclusivity and Non-Exclusivity

11.1 General non-exclusivity

1. Subject to clause 11.2, nothing in this Agreement or any Statement of Works Contract requires exclusivity between the parties, such that the Client may use multiple suppliers who may or may not be competitive with the Supplier, and (subject to clause 11.2) the Supplier may contract with multiple organisations which may or may not be competitive with the Client.
2. If the Client engages the Supplier to perform Services related to a project, tender, or potential project, there is no obligation on the Client to then engage the Supplier to perform Services for the remainder of the project. By way of example, the Client may engage the Supplier to assist with tendering for a project, but then choose not to engage the Supplier to perform Services for the actual project.

11.2 Protected Territory

1. Notwithstanding clause 11.1(a), while this Agreement remains in force and the Client holds a current Statement of Works Contract that includes at least one Qualifying Service, the Supplier will not enter into a Statement of Works Contract for the provision of the Services to another real estate agent or agency that operates from a place of business within the Client's Protected Territory.
2. For the avoidance of doubt, clause 11.2(a) does not prevent the Supplier from providing the Services to:
   1. any client whose Protected Territory does not overlap with the Client's Protected Territory; or
   2. any client outside the real estate industry.
3. The Supplier's obligations under clause 11.2 cease on termination or expiry of this Agreement.

12. Compliance with Laws

The Supplier must, in performing its obligations under this Agreement and any Statement of Works Contract, comply with all Laws, Australian Standards, and best practices affecting or applicable to the provision of Services by the Supplier.

13. Conflict of interest

1. The Supplier warrants to the Client that it does not, and will ensure that its Personnel do not, hold any office or possess any property, are not engaged in any business, trade or calling and do not have any obligations by virtue of any contract whereby, directly or indirectly, duties or interests are or might be created in conflict with, or might appear to be created in conflict with, their duties and interests under this Agreement or any Statement of Works Contract.
2. The Supplier must promptly inform the Client of any matter which may give rise to an actual or potential conflict of interest and comply with any reasonable directions given by the Client in terms of dealing with that conflict.
3. The Supplier will not, and will ensure that its Personnel will not, directly or indirectly, offer, promise, agree to pay, give, accept, or solicit anything of value (including to or from any third party) in order to secure any reward or improper benefit other than payment for the performance of their obligations under this Agreement or any Statement of Works Contract.
4. The Supplier acknowledges and agrees that failure to comply with this clause 13 will constitute a breach of a fundamental term of this Agreement and any Statement of Works Contract.

14. Change in Control

1. The Supplier must notify the Client in writing of any Change in Control of the Supplier (or of the ultimate holding company of the Supplier) within 5 Business Days after that change occurs (Change in Control Notice).
2. The Client may, upon receiving a Change in Control Notice, in its absolute discretion, terminate this Agreement and any Statement of Works Contracts with 10 Business Days' notice to the Supplier.

15. Disputes

15.1 Parties to meet

1. If any dispute arises under or in connection with this Agreement or a Statement of Works Contract (Dispute), either party may at any time give written notice to the other (Dispute Notice) requesting that a meeting take place to seek to resolve the Dispute.
2. The parties' representatives must, within 5 Business Days of the date of service of a Dispute Notice, meet to discuss the Dispute in good faith with a view to resolving the Dispute.
3. If the Dispute has not been resolved within 15 Business Days of the date of service of a Dispute Notice or such later date as the parties may agree, the Dispute is referred to mediation (Mediation) in accordance with clause 15.2.

15.2 Mediation

1. Subject to clause 15.2(b), the Mediation will be conducted by the Australian Disputes Centre (ADC) in accordance with the ADC mediation guidelines (Guidelines). The Guidelines set out the procedures to be adopted, the process of selection of the mediator, and the costs involved. The terms of those Guidelines (as amended from time to time) are incorporated into this Agreement.
2. The mediator will be selected by mutual agreement. If the parties have not reached agreement on a mediator within 3 Business Days of the date that the Dispute was referred to Mediation (or such other time frame agreed between the parties), the mediator will be selected in the manner specified in the Guidelines.
3. Each party must bear its own costs in relation to the Mediation and the costs of the mediator will be shared equally by the parties.

15.3 Litigation

1. If the parties fail to settle the Dispute at the Mediation in accordance with clause 15.2, either party may submit the Dispute for resolution to the exclusive jurisdiction of the Courts of Victoria, Australia.

15.4 Interlocutory relief

Nothing in this clause 15 restricts or limits the right of either party to obtain urgent interlocutory or injunctive relief, or to immediately terminate this Agreement or any Statement of Works Contract where this Agreement provides such a right.

16. Notices

16.1 Giving a communication

A notice, demand, certification, process or other communication relating to this Agreement must be in writing in the English language, and may be sent by pre-paid post, pre-paid courier, document exchange or (only if an email address is included in Item I of Schedule 1) by email as follows:

1. to the Client: to the relevant address which is set out in Item C of Schedule 1; and
2. to the Supplier: to the relevant address which is set out in Item C of Schedule 1.

16.2 Time of delivery

A notice or document will be taken to be delivered or served as follows:

1. in the case of delivery in person or by courier, when delivered;
2. in the case of delivery by post within Australia, 5 Business Days after the date of posting or, if sent via an express or registered post, on the date Australia Post reports it as delivered;
3. in the case of delivery by post to or from an address outside Australia, 8 Business Days after the date of posting;
4. in the case of email, when the message is correctly addressed to and successfully transmitted to that party's email address.

16.3 After hours communications

If any notice or document is delivered or deemed to be delivered:

1. after 5.00pm in the place of receipt; or
2. on a day which is a Saturday, Sunday or public holiday in the place of receipt,

it is taken as having been delivered at 9.00am on the next day which is not a Saturday, Sunday or public holiday in that place.

17. Intellectual Property Rights

17.1 Contract Materials

1. Ownership of the Intellectual Property Rights and Moral Rights in the Contract Materials upon the completion of the Services will be according to the IP Ownership Level specified in the Statement of Works Contract.
2. The Statement of Works Contract may provide for the following IP Ownership Levels:
   1. Full IP Ownership: All IP Property Rights in the Contract Materials will vest in the Client.
   2. Limited IP Ownership: All IP Property Rights will vest in the Client. The Client may only use the Contract Materials for the purpose specified in the Statement of Works Contract and must not replicate the Contract Materials for any other purpose.
   3. Licence Only: Subject to the Client complying with its obligations set out in this Agreement, the Supplier will grant the Client for the duration of the Statement of Works Contract or other period stated in the Statement of Works Contract, a non-exclusive and non-transferable licence to use the Contract Materials for the purpose stated in the Statement of Works Contract.
3. Where the Contract Materials are training products, the Supplier retains all IP Property Rights. The Client may continue to use the training products for its own internal purposes after the Statement of Work Contract is completed, and must not sell the training products or represent them as being developed or produced by the Client.
4. Licenses granted by third parties to the Client in association with the Services provided by the Supplier may be revoked at the termination of this Agreement, any Statement of Works Contract or upon completion of the Services.

17.2 Ownership of Pre-Existing Intellectual Property

1. The Client's and the Supplier's Pre-Existing Intellectual Property will remain vested in each of them, including any methodologies, know-how, code and templates.

17.3 Licence of Pre-Existing Intellectual Property by the Supplier

1. The Supplier hereby irrevocably and unconditionally grants to the Client, free of additional charge, a non-exclusive, royalty-free, worldwide, transferable, licence (including the right to sub-license) to exercise all Intellectual Property Rights in any of the Supplier's Pre-Existing Intellectual Property incorporated in or otherwise required to use the Contract Materials, any Deliverables, or to obtain the benefit of the Services.
2. The licence granted in this clause 17.3 is for the term of the Statement of Works Contract and continues thereafter to the extent necessary for the Client to make continued use of the Deliverables for the Client's own internal business purposes. The Client may not on-sell, sub-license or transfer the Supplier's Pre-Existing Intellectual Property to any third party except as expressly permitted by this Agreement.

17.4 Licence of Pre-Existing Intellectual Property and Contract Materials by the Client

The Client grants the Supplier a non-exclusive, non-transferable, royalty-free licence to use:

1. the Client's Data;
2. Client's Pre-Existing Intellectual Property;
3. the Contract Materials; and
4. where ownership of the Supplier's Pre-Existing Intellectual Property vests in the Client, the Supplier's Pre-Existing Intellectual Property,

for the sole purpose of performing, and only to the extent required to perform, the Services and complying with its obligations under this Agreement and any Statement of Works Contract for the Term.

18. Confidentiality

18.1 Use of Confidential Information

1. The Supplier must keep the Client's Confidential Information confidential and secure and must (and must ensure that its Personnel and advisers will):
   1. use and reproduce Confidential Information only to the extent necessary to perform its obligations under this Agreement or any Statement of Works Contract; and
   2. not disclose or otherwise make available Confidential Information other than to its Personnel or third parties who have a need to know the information to enable the Supplier to perform its obligations under this Agreement or any Statement of Works Contract.
2. The Supplier must maintain data protection methods to maintain the security of any Confidential Information it holds or has access to.
3. The Supplier acknowledges that the Client will be entitled (in addition to any other remedy it may have) to seek an injunction or other equitable relief with respect to any actual or threatened breach by the Supplier of this clause 18.1 and without the need on the part of the Client to prove any special damage or to comply with the requirements of clause 15.
4. The Client must keep the Supplier's Confidential Information confidential and secure and during and after the Term must (and must ensure that its Personnel and advisers will) not use, disclose, share, reproduce or otherwise make available the Supplier's Confidential Information without the Supplier's written consent.

18.2 Exceptions to the Supplier's obligations of confidentiality

1. Notwithstanding clause 18.1, the Supplier may disclose the Confidential Information:
   1. To third parties who are engaged by the Client or Supplier and to the extent that it is necessary for the Supplier to perform its obligations under this Agreement or any Statement of Works Contract.
   2. to its legal advisors, auditors and other advisors who require this information to provide advice to the Supplier in relation to this Agreement or a Statement of Works Contract; or
   3. if required to do so by Law or court order – and if so, to inform the Client as soon as possible that it is required to do so, and give the Client all information the Client reasonably requests regarding the proposed disclosure to enable the Client to oppose such Law or court order in its discretion.

18.3 Prevention of use or disclosure of Confidential Information

1. The parties must immediately notify the other in writing of any actual, threatened or suspected unauthorised use or disclosure of any of its Confidential Information, and must include in its notification:
   1. the nature of the Confidential Information; and
   2. the person to whom the Confidential Information has been (or may be) disclosed or is being used by.

18.4 Return of Confidential Information by the Supplier

1. Each party will retain its Confidential Information and all copies or other records containing its Confidential Information (or any part of it) must, except to the extent necessary to comply with:
   1. any requirements of Law; or
   2. any reasonable requirements of professional indemnity insurance,
   upon request or upon termination or expiry of this Agreement or a relevant Statement of Works Contract, be returned to that party, or at the election of the party to whom the Confidential Information belongs, destroyed.
2. Upon the occurrence of any of the events specified in clause 18.4(a), the party in possession of the other party's Confidential Information must not make any further use of, exploit or deal with in any way the relevant Confidential Information unless expressly permitted to do so by clause 18.
3. The parties must not refuse to comply with, or delay the performance of, its obligations under clause 18.4(a) whether on the basis of any alleged lien, set off, proprietary or quasi proprietary right or any other claim or demand against the other party or any other person.

19. Liability

1. The Client indemnifies, and will at all times hold harmless, defend and keep the Supplier and each of its Personnel indemnified (Indemnified Party), against any claims, liabilities, losses, damages, costs and expenses (including all legal and settlement costs determined on a full indemnity basis) (Losses) or compensation arising out of, or in any way connected with, any:
   1. personal injury, including sickness and death;
   2. property damage;
   3. a breach of an obligation of confidence or privacy, whether under this Agreement or otherwise;
   4. fraudulent acts or omissions;
   5. any wilful misconduct or unlawful act or omission;
   6. breaches of logical or physical security;
   7. loss or corruption of Data;
   8. any third party claim arising out of a breach of this Agreement by the Supplier or its Personnel (including breach of warranty) or any negligent act or omission of the Supplier or its Personnel; or
   9. any infringement or alleged infringement of the Intellectual Property Rights, Moral Rights or any other rights of any person, including any third party,
   10. any failure to comply with the Relevant Laws;
   11. any breach or infringement of any Law arising from materials or directors provided by the Client to the Supplier;
   12. misuse of the Deliverables including training materials provided by the Supplier;
   13. which was caused, or contributed to by, any act or omission of the Client or any of its Personnel.
2. The Client's liability to indemnify the Supplier under clause 19(a) is reduced to the extent that any wilful, unlawful or negligent act or omission of the Supplier or its Personnel contributed to their liability, loss, damage, cost, expense or compensation.
3. To the extent that the indemnity in this clause 19 refers to persons other than the Supplier, the Supplier holds this clause on trust for those other persons.
4. If any indemnity payment is made by the Client under this clause 19, the Client must also pay to the Indemnified Party an additional amount equal to any tax which is payable by the Indemnified Party in respect of that indemnity payment.

20. Representations and Warranties

20.1 Disclaimer

1. The Client acknowledges that no specific results, including Key Objectives stated in any Statement of Works Contract (which may include but are not limited to search engine rankings, return on investment for advertising and social media engagement levels) can be guaranteed by the Supplier. The Client acknowledges that factors outside the Supplier's control and for which it is not responsible may impact the results derived from the Deliverables or Services, such as changes in third-party platform policies, search algorithms, or competition. The Supplier is not responsible for third-party platforms' decisions, unavailability, or changes in their terms of service.

20.2 Supplier's warranties

20.3 The Supplier represents and warrants to the Client that:

1. it has the right to enter into this Agreement or any Statement of Works Contract and perform the Services and provide the Deliverables;
2. the execution, delivery and performance of this Agreement or any Statement of Works Contract by it does not contravene any contractual, legal or other obligation that applies to it;
3. it holds all licences, qualifications, registrations, accreditations, memberships, permits, consents and authorisations required under any Law in relation to the provision of the Deliverables and Services;
4. it is entitled to use and deal with any Intellectual Property Rights, and obtained all necessary consents to use and deal with any Moral Rights, which may be used by it in connection with the Services and Deliverables and to grant to the Client the licences contemplated by this Agreement or any Statement of Works Contract;
5. the receipt of the Services and the possession or use of any Deliverable by the Client will not infringe the Intellectual Property Rights, Moral Rights, or other rights of any person or any Laws;
6. the Services will be:
   1. provided with due care and skill;
   2. provided in accordance with all applicable industry standards, principles, practices, Laws, and in accordance with the requirements of this Agreement (including any Statement of Works Contract); and
   3. completed within a reasonable time and the times specified as Completion Timeline;
7. it and its Personnel are appropriately qualified and have the requisite knowledge, skill and expertise to provide the Services in accordance with this Agreement or any Statement of Works Contract;
8. where the Client has, either expressly or by implication, made known to the Supplier any particular purpose for which the Services are required, the Services will be performed in such a way as to achieve that result.

21. Term

21.1 Initial Term

This Agreement begins on the Commencement Date and continues until the Expiry Date, unless extended in accordance with clause 21.2 or terminated earlier in accordance with its terms.

21.2 Extension

1. This Agreement may be extended beyond the Expiry Date, as agreed by the parties in writing, for the period or periods specified in Item A of Schedule 1.
2. Any such further term or terms will be on the same terms and conditions as this Agreement (excluding, in respect of the final further period, this clause 21.2).

22. Termination

22.1 All Parties - Termination for cause

Either party may terminate this Agreement and any or all Statement of Works Contracts with immediate effect (or with effect from a specified date) by giving notice in writing to the other party if the other party:

1. breaches any provision of this Agreement or a Statement of Works Contract and, where that breach is capable of remedy, fails to remedy the breach within 10 Business Days after receiving written notice requiring it to do so (or such later date as may be specified in that notice);
2. breaches any provision of this Agreement or of a Statement of Works Contract that is not capable of remedy;
3. fails to pay any amount owing pursuant to clause 4.1(d)(iii);
4. breaches a fundamental term of this Agreement or of a Statement of Works Contract;
5. experiences a Change in Control pursuant to clause 14;
6. any of its Personnel involved in the provision of the Services is guilty of fraud, dishonesty or any other serious misconduct;
7. suffers from an Insolvency Event.

22.2 All Parties - Termination of Agreement without cause

1. Either party may terminate this Agreement with 30 days' notice of termination to the other party at any time, without cause.
2. Subject to any Minimum Initial Period that has not yet been completed, either party may terminate any Statement of Works Contracts with 30 days' notice of termination to the other party at any time, without cause.
3. If either party terminates this Agreement or a Statement of Works Contract without cause, the Supplier will immediately cease work and the Client will pay the Supplier for:
   1. the Services performed in accordance with the Statement of Works Contract up to the date of the notice;
   2. all amounts that would have become due and payable during the 30-day notice period; and
   3. the unavoidable and substantiated costs incurred by the Supplier as a direct result of the termination, excluding any loss of profit.
4. The parties will have no liability to one another in relation to a termination under clause 22.2.

22.3 Consequences of termination or expiry

1. Termination or expiry of this Agreement or a Statement of Works Contract will not prejudice any right of action or remedy which may have accrued to either party prior to termination or expiry.
2. On termination or expiration of this Agreement or a Statement of Works Contract (as the case may be), the Supplier must immediately cease using all materials (whether in written or electronic form) that contain or encapsulate any Confidential Information of the Client, Contract Materials, or Intellectual Property in relation to the Agreement or the Statement of Works Contract (as the case may be) and, at the election of the Client:
   1. delete or destroy the materials, as applicable; or
   2. return the materials to the Client in the format in which they were first provided by the Client and, in addition, if required by the Client, in a non-proprietary and open access file format (such as .txt, .csv, .rft, etc) as specified by the Client,
   at no additional cost to the Client.
3. On termination or expiration of this Agreement or a Statement of Works Contract (as the case may be), the Client must immediately cease using all materials (whether in written or electronic form) that contain or encapsulate any Confidential Information of the Supplier or Intellectual Property in relation to the Agreement or the Statement of Works Contract (as the case may be) and:
   1. delete or destroy the materials, as applicable; or
   2. return the materials to the Supplier in the format in which they were first provided by the Supplier and, in addition, if required by the Supplier, in a non-proprietary and open access file format (such as .txt, .csv, .rft, etc) as specified by the Supplier.

22.4 Survival

Clauses 1, 3.5, 3.6, 4, 6, 7, 8, 9, 10, 11, 12, 15, 16, 17, 18, 19, 20, 22 and 23 of this Agreement survive the termination or expiry of this Agreement and any Statement of Works Contract or the completion of the Services and may be enforced at any time.

23. General

23.1 Legal costs

Except as expressly stated otherwise in this Agreement, each party must pay its own legal and other costs and expenses of negotiating, preparing, executing and performing its obligations under this Agreement or any Statement of Works Contract.

23.2 Amendment

This Agreement may only be varied or replaced by a written document executed by the parties.

23.3 Waiver and exercise of rights

1. A waiver of any right, power or remedy under this Agreement must be in writing and signed by the party granting it. The fact that a party fails to do, or delays in doing, something the party is entitled to do under this Agreement does not amount to a waiver.
2. A single or partial exercise or waiver by a party of a right relating to this Agreement does not prevent any other exercise of that right or the exercise of any other right.
3. A party is not liable for any loss, cost or expense of any other party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.

23.4 Severability

Any provision of this Agreement or a Statement of Works Contract which is invalid or unenforceable is to be read down, if possible, so as to be valid and enforceable, and, if that is not possible, the provision will, to the extent that it is capable, be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions.

23.5 Rights cumulative

Except as expressly stated otherwise in this Agreement, the rights of a party under this Agreement are cumulative and are in addition to any other rights of that party.

23.6 Set off

The Client may not set off against any sum owing to the Supplier under this Agreement or any Statement of Works Contract, any amount then owing by the Supplier to the Client.

23.7 Time of the essence

Time is of the essence in relation to the provision of the Services under this Agreement.

23.8 Governing law and jurisdiction

1. This Agreement is governed by and is to be construed in accordance with the Laws.
2. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Victoria and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.

23.9 Assignment or transfer of rights and obligations

1. A party may not assign any right under this Agreement without the prior written consent of the other party, which must not be unreasonable withheld.

23.10 Counterparts

1. This Agreement or any Statement of Works Contract may consist of a number of counterparts and, if so, the counterparts taken together constitute one document.

23.11 Entire Agreement

1. This Agreement, and each Statement of Works Contract formed under this Agreement, contains everything the parties have agreed in relation to the subject matter it deals with. No party can rely on an earlier written document or anything said or done by or on behalf of another party before this Agreement was executed.

23.12 Relationship of parties

1. This Agreement and any Statement of Works Contract is not intended to create a partnership, joint venture, employment or agency relationship between the parties.
2. The parties agree that the Supplier is engaged as an independent contractor and not as an employee of the Client.

Schedule 1 – Contract variables

Schedule 1 captures the per-client cover variables: parties, ABN, addresses, notice details, contacts, signing arrangements and Protected Territory. The cover variables (Items A through I) are completed by the Client in the "Your details" form in Section 9 and appear in the block below as you type. The Protected Territory (Item J) is set out further down. On acceptance, the form values together with this Schedule 1 form part of this Agreement, and we'll send you a filled-in copy for your records.

Annexure A – Form of Statement of Works Order

Annexure A is the Statement of Works Order for this engagement: the services selected, the Price and the Payment Arrangement. It is built from the Client's module selections in Section 7 (Build your subscription) and is shown as a live summary at the top of Section 9 under "Your selected services". On acceptance, that summary becomes Annexure A and forms part of this Agreement. The filled-in copy you receive after acceptance contains Schedule 1 and Annexure A together.

Services are delivered for the Protected Territory as defined in Item J of Schedule 1.