OPERATIVE CLAUSES

Definitions and Interpretation

In this Agreement, unless the context otherwise requires, the following definitions and interpretations shall apply;

• Confidential Information means any non-public information relating to the business, operations, clients or affairs of a party, which is disclosed to or accessed by the other party during the term of this Agreement.

• Intellectual Property means all intellectual property rights, including patents, copyrights, trademarks, trade secrets, and any other proprietary rights.

• Services means the virtual assistance services to be provided by the Virtual Assistant to the Client, as described in the Scope of Work attached hereto as Schedule 1.

Scope of Work

a)       The Virtual Assistant agrees to provide the Services to the Client as set forth in Schedule 1 on a flexible or ongoing basis, as agreed by the Parties.

b)      The Virtual Assistant shall perform the Services diligently, professionally, and in a timely manner.

c)       The Virtual Assistant is not obligated to perform any tasks or services not included in Schedule 1 unless agreed upon in writing by both Parties.

d)      The Parties may amend Schedule 1 as necessary to reflect changes in the Services to be provided.

Term and Termination

This Agreement shall commence on the date it is signed and shall continue for a term of ____/or until all required tasks are completed, unless terminated earlier in accordance with this Agreement. Either party may terminate this Agreement upon 7 business days’ written notice to the other party, or immediately upon the occurrence of a material breach by the other party of any term or condition of this Agreement.

Fees and Payment

a)       Hourly Rate

The Virtual Assistant shall be paid at an hourly rate of AUD $60.00 per hour for the Services provided under this Agreement. The hourly rate does not include GST as all Services are currently GST exempt.

b)      Payment Method

                             Payments can be made via:

                             Bank Transfer

c)       Expenses

The Client shall reimburse the Virtual Assistant for any reasonable and pre-approved expenses incurred in connection with the Services, such as travel expenses, software subscriptions, or third-party services.

d)      Invoicing and Payment

Every invoice submitted by the Assistant must detail the hours worked, the amount of hours requested and any expenses incurred during the invoicing period. The Client shall pay the invoice within 7 days of receipt.

e)      Late Payments

If the Client fails to pay any invoice within the payment terms, the Virtual Assistant may charge a fee on the overdue amount at the rate of $25 weekly from the due date of payment to the date when the amount is paid in full. The Virtual Assistant may also suspend the provision of Services until the outstanding invoice and any applicable late payment fees are paid in full.

f)        Changes to Fee Schedule

The Virtual Assistant may review and adjust the fees set forth in this Agreement at any time upon 7 days’ written notice to the Client. Any changes to the fees shall not apply to Services already performed or invoiced prior to the effective date of the changes.

Confidentiality

Both Parties agree to keep all Confidential Information confidential and to use such Confidential Information only for the purposes of this Agreement. This obligation shall survive the termination of this Agreement.

Intellectual Property

All Intellectual Property created by the Virtual Assistant in connection with the Services shall be the property of the Client, and the Virtual Assistant hereby assigns all rights, title and interest in and to such Intellectual Property to the Client.

Data Protection and Privacy

Both Parties agree to comply with all applicable data protection laws and regulations, including the Australian Privacy Principles, in connection with their respective obligations under this Agreement.

Liability and Identification

Each Party shall indemnify, defend, and hold harmless the other party from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or related to the indemnifying party’s breach of this Agreement or any negligent or wrongful act or omission by the indemnifying party in connection with the performance of its obligations under this Agreement.

Relationship of the Parties

The Parties are independent contracting parties, and nothing in this Agreement will make any Party the employee, partner, agent, legal representative, trustee or joint venturer of the other for any purpose whatsoever, nor does it grant either Party any authority to assume or to create any obligation on behalf of or in the name of the other.

Dispute Resolution and Mediation

a)       If a dispute arises out of or relates to the terms of this Agreement, neither Party may commence any legal proceedings in relation to the dispute, unless the following clauses have been compiled with (except where urgent interlocutory relief is sought)

b)      A Party to this Agreement claiming a dispute (Dispute) has arisen under the terms of this Agreement, must give written notice to the other Party detailing the nature of the Dispute, the desired outcome, and the action required to settle the Dispute (Dispute Notice).

c)       On the receipt of the Dispute Notice by the other Party, the Parties to this Agreement must within seven days of the Dispute Notice endeavour in good fail to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree.

d)      If for any reason whatsoever, 21 days after the date of the Dispute Notice, the Dispute has not been resolved the Parties must either agree up selection of a mediator and attend mediation.

e)      It is agreed that mediation will be held in Australia.

f)        The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing, undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation.

g)       All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the fullest extent possible, must be treated as “without prejudice” communications.

h)      If thirty (30) days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

i)        In the event that the Dispute is not resolved at the conclusion of the mediation, either Party may institute legal proceedings concerning the subject matter of the Dispute thereafter.

Force Majeure

a)       For the purpose of this clause, “Force Majeure Event” means an event adversely impacting a Party’s ability to comply with any of its obligations under this Agreement which is beyond the Party’s reasonable control, such as fire, flood, natural or man-made disasters, civil commotion, industrial action, war (declared or undeclared), pandemic, and restrictions and prohibitions or any other actions by any government or quasi-government authorities.

b)      If a Party is unable to perform an obligation under this Agreement because of a Force Majeure Event, then that Party:

a.       Must notify the other Party of this fact and to what extent their ability to perform their obligations under this Agreement is affected;

b.       If they have issued a notice pursuant to subclause (a) above, is temporarily relieved from performing the obligations specified in their notice for the duration of the delay arising directly out of the Force Majeure Event; and

c.       Use their best endeavours to minimise the impact of any Force Majeure Event.

c)       Neither Party is excused from any obligations to pay money because of a Force Majeure Event, despite any other provision of this Agreement.

d)      If a delay by either Party arising directly out of a Force Majeure Event continues for more than 6 months, the other Party may, at its sole discretion, terminate this Agreement giving 1 month’s written notice to the other Party.

Notices

All notices required or permitted under this Agreement shall be in writing and may be delivered by email to addresses specified below:

info@reneewest.com.au

Entire Agreement

This Agreement constitutes the entire agreement between the Parties, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings, or other agreements, whether oral or written, relating to the subject matter of this Agreement.

Severability

If any provisions of this Agreement is held to be void or unenforceable by any court of competent jurisdiction:

a)       And if limiting such provision would make the provision valid, then such provision shall be construed as so limited, but otherwise the provision will be severed; and

b)      The remainder of this Agreement shall continue in full force and effect.

Waiver

a)       A waiver of any right, power, or remedy under this Agreement must be in writing signed by the Party granting it. A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach, or as an implied waiver of that obligation or breach in relation to any other occasion.

b)      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.

Assignment

Neither Party may assign their respective rights under this Agreement without prior written consent from the other Party. Except that if the assignment is pursuant to a sale of all or substantially all of a Party’s assets, or is pursuant to a sale of a Party’s business, then no content shall be required. In the event that an assignment is made pursuant to either a sale of all or substantially all of the Party’s assets or pursuant to a sale of the business, then written notice of the proposed sale must be given to the other Party no later than 7 days prior to the anticipated settlement date of the sale.

Subcontracting

The Virtual Assistant may not subcontract any of its obligations under this Agreement without the prior written consent of the Client.

Counterparts

This Agreement may be executed in several counterparts, each of which shall constitute an original and all which, when taken together, shall constitute one agreement.

SCHEDULE 1: SCOPE OF WORK – to be confirmed

This Scope of Work for each Agreement will be confirmed before commencing VA Services, and may be adjusted as required by either party, with mutual agreement.