1.                Performance of Services

1.1.                   PLACE AND MANNER OF PERFORMANCE

The Services will be provided at such place or places as specified in a SOW or if not specified, then the Supplier may perform the Services remotely. If the Supplier is unable or likely to become unable to provide the Services to meet the Project Plan (if applicable), then the Supplier will notify the Customer of that fact.

1.2.                   QUALITY OF SERVICE

The Supplier will, in providing the Services do so in a proper, timely and professional manner and accordance with generally accepted industry standards that apply to the Services.

1.3.                   ACCESS TO CUSTOMER'S PERSONNEL, MATERIALS AND FACILITIES

(a)      In addition to any particular items specified in a SOW, the Customer must:

(i)       provide the Supplier with access to such of its resources, officers, employees, agents and representatives as are necessary to enable the Supplier to perform the Services and provide the Deliverables; and

(ii)      supply the Supplier’s Personnel performing Services at the Customer's premises with suitable office space, desks, storage, furniture, other office equipment and support, which is necessary in connection with the Supplier's performance of the Services.

(b)      All materials and facilities (including premises) owned or controlled by the Customer which are used by the Supplier in providing the Services will be maintained by the Supplier in good order and returned upon completion of use or otherwise upon termination in good condition apart, where relevant, from reasonable wear and tear.

(c)      The Supplier will, when on-site at the Customer premises, use reasonable efforts not to interfere with the Customer's normal use of premises or with the normal conduct of its business.

2.                Personnel and Customer premises / facilities

2.1.                   PROVISION OF PERSONNEL

(a)      The Supplier reserves the right to determine which Personnel will be assigned to perform the Services and to replace or reassign those Personnel during the term of the relevant Contract. However, subject to scheduling and staffing considerations, the Supplier will attempt to meet the Customer’s request for specific individuals.

(b)      Each party will ensure that Personnel which it uses to perform this Contact are sufficient in number, appropriately qualified and have the requisite knowledge, skill and expertise. The Supplier will remain responsible for any negligent acts or omissions of all the Supplier Personnel during their access to the Customer's premises and use of the Customer facilities.

(c)      Neither party will, without the prior written consent of other the party, directly or indirectly offer, or cause a third party to offer on its behalf, employment or a contract of service to any of the other party’s Personnel (whether employees or subcontractors) involved in providing the Services under this Agreement. This restriction will apply throughout the term of the Personnel's involvement in the performance of the Services and for a period of 6 months thereafter, although does not restrict to offers to Personnel who have responded independently and without prior encouragement to general solicitations not specifically targeting them (such as newspaper advertisements and internet postings).

2.2.                   CUSTOMER'S PREMISES / USE OF AND ACCESS TO CUSTOMER FACILITIES

The Supplier will ensure that all the Supplier Personnel, when on the Customer's premises or accessing the Customer's facilities, comply with the Customer’s reasonable requirements, directions and policies (of which the Supplier is notified in advance) with regard to conduct, behaviour, occupational health and safety and security.

3.         Approved Content

(a)      If, as part of the Services, the Supplier agrees to develop or provide data, content, designs, graphics and/or related materials (“Content”) to be published on the Customer’s Website, the Supplier will submit the Content to the Customer for approval prior to being published on the Customer’s website.

(b)      By accepting any Content that the Supplier provides for approval (“Approved Content”), the Customer acknowledges and agrees that:

(i)       all such Approved Content is accurate, truthful and complete; and

(ii)      the Supplier will not be responsible and/or liable for any Approved Content (including in any form published by the Customer), and the Customer irrecoverably releases the Supplier from any liability relating to the Approved Content.

4.         Training Obligation

Where a SOW states that the Supplier will provide training Services, then the Supplier will ensure:

(a)      those Services are made available at such locations within Australia, as agreed with the Customer;

(b)      the training will be delivered in accordance with the agreed format (including, workshop training, seminars, onsite training, online training, train the trainer or other such forms of training); and

(c)      suitably skilled training Personnel will be available in suitable numbers.

5.         Delay

The Customer acknowledges and agrees that any delay by the Customer in performing its obligations under this Agreement, or providing other any information, data, documentation, material and/or site/system access which is required by the Supplier to provide the Services as specified in the Project Plan or SOW, will give the Supplier the right to extend the Project Plan (and any impacted milestone). In the event the Customer delay exceeds two (2) weeks, the Supplier may require an additional period of time to reassign or procure resources familiar with the Services. The Supplier will assure efforts to minimise this additional time period. Any additional fees related to the delay will be identified in a change request under Clause 10.3 of the MSA and will be the responsibility of the Customer.

6.         Change

(a)      Subject to Clause 4(b), the parties may change the scope of the Services or Deliverables and other matters specified in this Agreement only by a written amendment that is agreed by the parties in accordance with Clause 10.3 of the MSA.

(b)      Notwithstanding Clause 4(a), if the Supplier performs work at the request of the Customer that is not specified in a SOW, then:

(i)       the work will be considered Services provided under the relevant SOW;

(ii)      the Customer must pay the Supplier for such Services in accordance with Clause 5 of the MSA at the Supplier’s then-current time and materials rates unless and until any alternative payment arrangements are documented in a Change Request; and

(iii)      the parties will promptly negotiate with a view to entering into a Change Request to document the new or changed Services or Deliverables, including any revised Project Plan where appropriate.

Where a change in any law or regulation will in the Supplier’s reasonable opinion, increase the cost of delivering the Services, result in a delay in the delivery of the Services or otherwise impact on the scope of the Services under a SOW, then the Supplier will promptly notify the Customer and the parties will agree a Change Request which reflects the impact of the change on this Agreement and/or the Fees. If the parties are unable to agree on a Change Order required under this Clause 6 within ten (10) Business Days of the Supplier’s notice of the change, the Supplier may terminate this Agreement immediately (and without penalty) by giving written notice to the Customer.