Fight Calendar Pty Ltd - Terms and Conditions of Business

1.         Introduction

1.1      Fight Calendar Pty Ltd has set out in this document our basic terms and conditions of business (the “Terms”), which form part of and are to be read in conjunction with our Engagement letter (together called ‘this Agreement”), will apply to all work Fight Calendar undertakes for you with respect to this engagement. If there is any conflict between these Terms and our Engagement letter, then the Engagement letter shall prevail.

1.2      For the purpose of the Terms, “Fight Calendar” includes its partners, employees and all its related entities.

2.         Our services

2.1      Fight Calendar will provide the services set out in our order forms/invoices (the “Services”) and will use all reasonable commercial efforts to provide the Services in an efficient and timely manner, using the necessary skill and expertise to an appropriate professional standard.

3.         Your obligations

3.1      You agree to pay for the Services in accordance with this Agreement.

3.2      You will provide Fight Calendar promptly with such information as may reasonably be required for the proper performance of the Services, including access to appropriate members of your staff, records, information, technology, systems and premises.

3.3      Fight Calendar shall be entitled to rely upon the accuracy of all information provided by you, or by others on your behalf, without independently verifying it.

3.4      You shall retain responsibility for the use of, or reliance on, advice or recommendations supplied by us in the delivery of the services.

 4.         Confidentially

4.1      Both parties acknowledge that they may, in the course of the engagement, be exposed to or acquire information that is proprietary or confidential to the other party. Both parties agree to hold such information in strict confidence, and not to divulge such information except as may be required by law or judicial process by any persons or bodies responsible for regulation that party’s business (including any regulatory or accounting profession supervisory authorities in Australia or elsewhere), as required by a party’s internal policies or as the party reasonably determines is necessary to protect its own legitimate interest.

 5.         Benefit of advice

 5.1      During the supply of our services, we may supply oral, draft or interim advice, reports or presentations but such circumstances our written advice or final written report shall take precedence. No reliance should be placed by you on oral, draft or interim advice, reports or presentations. Where you wish to rely on oral advice or on oral presentation, you shall inform us and we will provide documentary confirmation of the advice.

6.         Fees, expense and payment terms

6.1      The fees quoted in the price list remain in force until the contact has expired and we will increase costs  at the end of each contract period.

6.2      The consideration payable for any supply made or to be made under this Agreement is inclusive of goods and services tax (“GST”).

6.3      Accounts are to be paid within7 days of the billing date.

6.4      If we are required (pursuant to order, subpoena, directive or other legal or regulatory process) to produce documents and/or information, answer enquires, attend court or meetings or deal with any similar requests in relation to the Services for, or by, any judicial, regulatory, administrative or similar body or entity you shall reimburse us at standard billing rates for our professional time and expenses, including reasonable legal fees, incurred in dealing with those matters.

7.         Default & Consequence of  Default

 7.1      At the discretion of Fight Calendar interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and shall accrue at such a rate after as well as before any judgement.

7.2      If you default in payment of any invoice when due, you shall indemnify Fight Calendar from and against all our costs disbursements and nominees costs of collection.

7.3      If any account remains overdue after thirty (30) days then an amount of $20.00 shall be levied for administration fees which sum shall become immediately due and payable.

8.         Problem resolution

 8.1      If at any time you would like to discuss with us how the Services can be improved or if you have a complaint about them, you are invited to contact us. We will investigate any compliant promptly and do what we can to resolve the difficulties.

8.2      In the event of a dispute, or where fees remain unpaid beyond the due date, we reserve the right to suspend provision of the Services until such time as the dispute is resolved or the fees are paid. Suspension of the Service will not affect your obligation to pay us for Services rendered to the date of the suspension.

9.         Termination of Agreement

 9.1      Each of us may terminate this Agreement if:

(a)       The other commits any material or persistent breach of its obligations under this Agreement (which, in the case of a breach capable of remedy, shall not have been remedied with 14 days or receipt by the party in breach of the notice identifying the breach and requiring its remedy); or

(b)       The other becomes insolvent; or

(c)       The Services are suspended under clause 8.2 for more than 10 normal working days.

9.2      Termination must be effected by written notice on the other.

10.      Limitation of liability

 10.1    In this section, we set out, you and accept, the limitations which apply to our liability to you should you have reason to make a claim against us. The limitations and exclusions are accepted by both of us to be fair and reasonable, given the duties we are undertaking, the sums to which we are entitled and the availability (and cost) of insurance.

10.2    Nothing in these Terms excludes, restricts or modifies the application of the provisions of any statute (including the Trade Practises Act 1974) where to do so would contravene that statute or cause any part of these Terms to be void.

10.3    These Terms, and the Engagement Letter, are the only communications governing our relationship. Subject to clause 10.2, Fight Calendar expressly excludes and will have no liability for any statements, representations, guarantees, conditions or warranties, including any which may be implied by statute, common law or custom or which arise from oral or written communication with you, which are not expressly contained in this Agreement.

10.4    Subject to clauses 10.2 and 10.5, you agree that Fight Calendar’s liability for may loss or damage suffered by you (whether direct, indirect or consequential) in connection with our engagement, including (without limitation) liability for any negligent act or omission or misrepresentation of Fight Calendar, shall be limited to the amount of costs  paid to Fight Calendar in respect of the Services and you agree to release Fight Calendar from all claims arising in connection with the Services to the extent that Fight Calendar’s  liability in respect of such claims would exceed the amount of those professional fees.

10.5    To the extent permitted by law, you agree that to the extent that any loss or damage suffered by you is attributable to negligence, fault or lack of care on your part or on the part of any person for whom you are responsible, Fight Calendar  is not liable (in contract, tort or otherwise) for the loss or damage.

11.      Indemnities

 11.1   You agree to indemnify and hold harmless Fight Calendar against any and all losses, claims, cost, expenses, actions, demands, damages, liabilities or any other proceedings, whatsoever incurred by Fight Calendar in respect for any claim by third party arising from or connected to any breach by you of your obligations under this Agreement.

11.2    Fight Calendar shall not be liable for any losses, claims, expenses, actions, demands, liabilities or any other proceedings arising out the reliance on any information provided by you or any of your representatives, which is false, misleading or incomplete. You agree to indemnify and hold harmless Fight Calendar from any such liabilities we may have to you or any third party as a result of reliance by Fight Calendar on any information provided by you or any of your representatives, which is false, misleading or incomplete.

11.3    In the event of any inconsistency between clauses 10 and 11 clause 11 shall prevail.

12.      Privacy Act 1988

 12.1    You agree for Fight Calendar to obtain from a credit-reporting agency a credit report containing personal credit information about you in relation to credit provided by Fight Calendar

12.2    You agree that Fight Calendar may exchange information about you with those credit providers named in the Application for Credit account or named in a consumer credit report issued by a reporting agency for the following purposes:

(a)       To assess an application by Client;

(b)       To notify other credit providers of a default by the Client;

(c)       To exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and

(d)       To assess your credit worthiness.

12.3    You consent to Fight Calendar being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).

12.4    You agree that Personal Data provided may be used and retained by Fight Calendar for the following purposes and for other purposes as shall be agreed between you and Fight Calendar or required by law from time to time:

(a)       Provision of Services;

(b)       Marketing of Services by Fight Calendar, its agents or distributors in relation to the Services;

(c)       Analysing, verifying and/or checking your credit, payment and/or status in relation to provision of Services;

(d)       Processing of any payment instructions, direct debit facilities and/or credit facilities requested you;  and

(e)       Enabling the daily operation of your account and/or the collection of amounts outstanding in your account in relation to the Services.

(a)       Fight Calendar may give, information about you to a credit-reporting agency to obtain a consumer credit report about you; and or allow the credit-reporting agency to create or maintain a credit information file containing information about you.

12.5    If your stakeholder’s have not been made aware of the possible collection, holding use or disclosure of their personal and sensitive information by Fight Calendar as part of this engagement, you agree to inform Fight Calendar so that should this be necessary, Fight Calendar may take action to raise the awareness of your stakeholders about the same.

13.      Force majeure

 13.1    If the performance of this Agreement by a party, is prevented or restricted by reason of fire, storm, flood, earthquake, war, labour dispute, transportation embargo, law order, or directive of any government in matters relating to this Agreement, or any other act or condition beyond the reasonable control of that party, then the party is excused from such performance to the extent of the same, but will use their best efforts to avoid or remove the causes of non-performance and to cure and complete performance with the utmost dispatch.

14.      Variation

 14.1    No variation of this Agreement will be valid unless confirmed in writing by authorised signatories of both parties on or after the date of signature of the Order/Invoice.