SERVICE AGREEMENT
JSB TECHNOLOGY PTY LTD T/A MODN TECH SOLUTIONS ACN 635 483 582
1 - Agreement
- These terms apply to our supply to you of the services specified on the covering page of this agreement.
- We will commence providing the services to you on the Commencement Date and cease providing services to you on the Cessation Date as specified on the covering page of this agreement.
2 - Payment of the Fees
- Price means the amount agreed between us as specified on the covering page of this agreement.
- You must pay the price on the payment terms set out on the covering pages of this agreement. If you must make a payment or do any other thing on or by a day that is not a business day you must make the payment or do the thing on or by the next business day. Your observation of agreed time frames is of primary importance.
- Unless we otherwise agree to you paying by instalments and note this on the covering page of this agreement, payment is a condition precedent to delivery of the services.
3 - Risk and Title
- Subject to clause 9, title in the materials or deliverables does not pass to you until we have received payment in full.
- To protect our security interest in the services until payment we may choose to register this agreement under the Personal Properties Securities Act 2009. You agree to do all things necessary to facilitate such registration.
- If we provide to you any materials or deliverables, then risk passes to you at the time we send or deliver to you the materials or deliverables
4 - Intellectual Property
- You agree we retain ownership of all intellectual property rights in respect of the services including any copyright, patent, trade secrets or trade marks. You agree not to disclose any discovery, design, procedure, invention or improvement in procedure made known to you by us in relation to the services.
- You confirm that at all times it is and was understood and agreed that from the moment of creation of any materials or deliverables, we would own all rights in respect of the materials or deliverables arising under the Copyright Act
- In consideration for payment of the fee to us, we grant you a non-exclusive, perpetual license to use the materials or deliverables for personal or business purposes as agreed. You agree that you cannot license, transfer or sell the materials or deliverables to a third party, unless agreed by us in writing. You agree that we may use these materials or deliverables how we deem necessary, including for display on our website.
5 - Exclusive Agreement
- Notwithstanding any other clause in this Agreement, you agree that you must not engage any other party to provide the services during the course of this agreement, unless agreed by us in writing.
6 - Limitation of Liability
- We disclaim all and any warranties, not required by law, whether express or implied including but not limited to warranties as to merchantability and fitness for a particular purpose of the services.
- Acceptance of the materials or deliverables must take place immediately following delivery and is established if you signify by words or conduct that the materials or deliverables are conforming or that you retain them in spite of their nonconformity or deal with them in a way inconsistent with our ownership. You may reject them on good grounds after a reasonable opportunity to inspect them. The rejection must immediately be communicated to us with full particulars of the nonconformity. On acceptance if payment arrangements are in place then they must be honoured. If payment has been made, then it will either be refunded by us or credited towards payment of replacement materials or deliverables for the nonconforming materials or deliverables.
- In the event you suffer any loss or damage howsoever arising as a result of the services not being fit for purpose, then you agree that our liability is limited to the replacement of the services and is not to include economic or consequential damages of any nature.
- You represent and warrant to us that all information and representations that you, or any person acting on your behalf has given in connection with our transactions are correct and that you have not failed to disclose to us anything relevant to our decision to have dealings with you and that no court proceedings or dispute is current that may have an adverse effect on performing your obligations under this agreement.
- By accepting payment of any sum after its due date we do not waive our right either to require payments as they fall due or to suspend or end our arrangements.
7 - Termination
- This agreement will terminate on the Cessation Date unless otherwise agreed between the parties.
- Notwithstanding any other clause in this agreement, we may terminate this agreement at any time by providing you 30 days’ written notice.
- Upon termination of this agreement you must promptly deliver to us all confidential information and copies of any materials or deliverables provided by us to you during the course of this agreement, including but not limited to access to any digital or social media provided by us to you.
8 - Default
- You will be in default if you do not pay us when monies are due for payment or fail to comply with any other obligation under our business arrangements.
- If you are in default under our agreement, we may send you a default notice. The notice will tell you what the default is and what you are required to do to correct the default. You will have 5 business days to rectify the default.
- If you do not comply with the default notice, then we may terminate the agreement with immediate effect and you become immediately liable to pay us all monies owing with interest on that amount from the due date until payment at the rate of 10%.
- You agree to pay on default all costs and expenses incurred in exercising our rights of recovery from you if any and indemnify us against any losses resulting from the default.
9 - Special Conditions
- We each agree to be bound by the special conditions set out in the covering page of this agreement and agree they take precedence over any contrary provision in this agreement.
10 - General
- Notices must be in writing and be sent by Express or Registered Post with delivery confirmation to the address on the covering page of this agreement or by facsimile transmission or email with receipt confirmation.
- The law of Western Australia governs this agreement. We submit to the exclusive jurisdiction of the courts of Western Australia and the Federal Court of Australia.