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Service Agreement 2017-03-07T12:36:42+00:00

Service Agreement dated [insert]

Parties

Sydney Commercial Interiors & Fitouts Pty Ltd ACN 160 814 737 care of C Christie & Associates Pty Ltd, Suite 1, 51 Victoria Road, Rozelle NSW 2039 (Service Provider)

AND

[Insert] (Client)

Background

A. The Service Provider agrees to perform the Services for the Client on the terms set out in this agreement (the Agreement).

Operative Provisions

1 DEFINITIONS

1.1 In this Agreement the following words have the following definitions:

Client means a person or entity listed as the Client under the heading “Parties”, being the person or entity for which Sydney Commercial Interiors & Fitouts Pty Ltd is to provide Services;

Confidential Information means any information disclosed by the Client to the Service Provider, which the Client identifies in writing as being Confidential Information.

Commencement Date means [insert date], being the date upon which the provision of Services shall commence.

Completion Date means [insert date], being the date upon which the provision of Services are to be completed. The Service Provider may vary the Completion Date by notice in writing to the Client.

Documents mean all relevant documentation, information and particulars provided by the Client to the Service Provider.

Insolvency Event means, for a person, being in liquidation or provisional liquidation or under administration, having a controller (as defined in the Corporations Act 2001 (Cth)) or analogous person appointed to it or any of its property, being taken under section 459F(1) of the Corporations Act 2001 (Cth) to have failed to comply with a statutory demand, being unable to pay its debts or otherwise insolvent, dying, ceasing to be of full legal capacity or otherwise becoming incapable of managing its own affairs for any reason, taking any step that could result in the person becoming an insolvent under administration (as defined in section 9 of the Corporations Act 2001 (Cth)), entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors, or any analogous event.

Interest means 8% per annum.

Services means the following services:

()a [insert];

()b [insert];

()c [insert];

()d performing any additional services reasonably requested by the Client and agreed to in writing by the Service Provider; and

Total Price means the full amount for the Services as provided in the Quote.

Quote means the document outlining the costs of the Services and materials as provided by the Service Provider.

2 ROLE OF THE SERVICE PROVIDER

2.1 The Service Provider shall perform the Services with due care, diligence and skill.

2.2 Unless otherwise agreed in writing, the Service Provider may rely on all the Documents and directions provided by the Client to the Service Provider as being correct.

2.3 If the Service Provider becomes aware of any matter that will change the scope, character or quality or timing of the Services provided then the Service Provider shall promptly notify the Client in writing of that matter.

2.4 The Service Provider shall keep confidential any Confidential Information disclosed by the Client, unless such disclosure is agreed to by the Client or is otherwise in the public domain.

3 ROLE OF THE CLIENT

3.1 The Client shall provide the Service Provider with all information relevant to the safety risks and hazards that may impact upon the provision of Services.

3.2 The Client will be responsible for obtaining any and all approvals, authorities, licences and permits necessary to enable the Service Provider to provide the Services.

3.3 The Client is to inform the building manager or other such relevant person, entity or authority (as applicable) of the Services to be carried out by the Service Provider and a copy of any relevant approval must be provided to the Service Provider at least seven days (or as otherwise agreed) before the Commencement Date.

3.4 The Client shall co-operate with the Service Provider and shall not interfere with, hinder or otherwise obstruct the performance of the Services.

3.5 The Client shall ensure that adequate public liability and any other relevant insurances are obtained and maintained for the course of the provision of Services. The insurance policies shall name the Service Provider as one of the insured for each relevant insurance policy.

4 PAYMENT

4.1 The Client shall pay:

(a) a deposit of 40% of the Total Price upon acceptance of the Quote provided by the Service Provider;

(b) 50% of the Total Price on [insert date]; and

(c) The balance of 10%, plus any additional costs incurred in accordance with Clause 4.3.

4.2 Unless otherwise agreed in writing, payments must be made by way of cheque, EFT or cash.

4.3 If the Client varies the scope, character, timing or quality of the Services, then the Service Provider shall be entitled to vary the Total Price accordingly.

4.4 All materials provided by the Service Provider, including materials already erected, affixed, etc, remain the property of the Service Provider until payment is made in full in accordance with this clause and the Service Provider shall be entitled to reclaim any such materials as it sees fit.

5 FAILURE TO PAY IN ACCORDANCE WITH THIS AGREEMENT

5.1 The provision of Services will not commence until the payment referred to at clause 4.1(a) is made in full.

5.2 The Service Provider will immediately cease the provision of Services until such time that the payment referred to at clause 4.1(b) is made in full, together with any accrued Interest.

5.3 Payment in accordance with Clause 4.1(c) must be paid within seven days from the Service Provider invoicing the Client on or after the Completion Date.

5.4 Interest will be charged for any delay in payment in accordance with this Agreement.

5.5 The Client shall indemnify the Service Provider against all loss, costs and expenses, including legal costs, incurred by the Service Provider in pursuing any overdue payments.

6 GST

Unless specified, amounts set out under this Agreement are exclusive of Goods and Services Tax (“GST”).

7 SCOPE OF LIABILITY

7.1 The Service Provider shall not be liable to the Client for:

(i) The acts, omissions or defaults of other consultants engaged by the Client;

(ii) Any changes, alterations or additions to the Services made by others without the express written consent of the Service Provider; or

(iii) Any loss of use, opportunity or production, loss of goodwill or reputation, loss of interest, earnings or profit, business interruption or any indirect or consequential losses.

7.2 The Client will indemnify the Service Provider, and each of its officers and employees, (each, an Indemnified Person) against all loss arising out of or in connection with the provision of the Services, except to the extent that such loss is caused or contributed to by a breach of this Agreement by an Indemnified Person or by the negligence, misconduct, dishonesty or bad faith of an Indemnified Person.

8 TERMINATION OF THE AGREEMENT

8.1 This agreement commences from the Commencement Date and terminates upon the earlier of the Completion Date or the termination by the Client or the Service Provider in accordance with clauses 8.2 and 8.3 respectively.

8.2 The Client may, by notice in writing to the Service Provider, terminate the Agreement if:

(a) The Service provider has committed a material breach of this Agreement that has not been remedied for a period of 14 days from the date at which the Client notified the Service Provider in writing requesting that the breach be remedied.

8.3 The Service Provider may, by notice in writing to the Client suspend the provision of Services or terminate the Agreement if:

(a) The Client is in breach in any of the obligations under Clause 3 of this Agreement; or

(b) Subject to clause 5.2, the Client has committed a breach of this Agreement that has not been remedied for a period of 14 days from the date at which the Service Provider notified the Client in writing requesting that the breach be remedied; or

(c) If an Insolvency Event occurs in relation to the Client.

8.4 If the Service Provider suspends the Agreement pursuant to Clause 8.3 then the Service Provider may at any time terminate the Agreement or recommence the Services by notice in writing to the Client.

8.5 All loss, damage, costs and expenses incurred by the Service Provider as a result of suspension or termination, pursuant to Clause 8.3, shall be borne by the Client and payable to the Service Provider upon demand. The client indemnifies the Service Provider for any such loss, damage, costs and expenses.

8.6 Termination shall be without prejudice to any claim that either party may have against the other in respect of any breach of the terms of the Agreement which occurred prior to the date of termination.

8.7 If the Agreement is terminated by the Client for any reason other than in accordance with clause 8.2 of the Agreement, then the Client shall pay the Service Provider for the Services carried out prior to the date of termination and all other costs incurred by the Service Provider as a result of the termination.

9 GENERAL

9.1 This Agreement may only be modified by the written agreement of each party.

9.2 The Client shall not directly or indirectly assign, transfer or otherwise dispose of any of its rights under or interest in, or any of its obligations under, or in connection with, or arising out of, any of this Agreement, except with the prior written consent of the Service Provider.

Subject to any variation agreed in writing between the Service Provider and the Client, this Agreement constitutes the entire agreement between the Client and the Service Provider and supersedes any arrangement or agreement (whether verbally or in writing) made by the Client and the Service Provider prior to entering into this Agreement.

10 JURISDICTION

10.1 This Agreement is governed by the laws of New South Wales and the parties must submit to the non-exclusive jurisdiction of the courts of that State.

11 SEVERANCE

11.1 Part or all of any clause of this agreement that is illegal, unlawful or otherwise unenforceable will be severed from this Agreement and the remaining provisions continue in force and effect.

12 WAIVER

12.1 Failure to exercise or enforce, or a delay in exercising or enforcing, or the partial exercise or enforcement of, a right, power or remedy provided by law or under this Agreement by a party does not preclude, or operate as a waiver of, the exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy provided by law or under this Agreement.

12.2 A waiver or consent given by a party under this Agreement is only effective and binding on that party if it is given or confirmed in writing by that party.

12.3 No waiver of a breach of a term of this deed operates as a waiver of another breach of that term or of a breach of any other term of this Agreement.

Executed by: Sydney Commercial Interiors & Fitouts Pty Ltd ACN 160 814 737 in accordance with section 127 of the Corporations Act 2001