1. The Agreement
   • This Agreement commences on the Start Date set out in the Schedule and ends on the End Date.
   • Thrive agrees to perform the Services for the client at the Price set out in the Schedule.
   • The Client agrees to accept the Services on the basis set out in this Agreement.
2. What Thrive Must Do
   • Thrive must:
     • comply with the Agreement and the Timeline for Delivery of Services in the Schedule;
     • comply with any reasonable technical directions given by the Client during the term of this Agreement;
     • perform the Services under this Agreement to the best of Virtual Assistant ’s knowledge and abilities in a professional, efficient and safe manner without negligence;
     • ensure that they have sufficient resources to perform their obligations under this Agreement;
     • comply with all applicable standards, awards, laws and regulations;
     • provide all equipment necessary to provide the Services unless otherwise agreed in writing with the Client.
   • Thrive must also provide the client with a Tax Invoice at agreed times throughout the term for the Price that:
     • complies with any requirements from the Australian Taxation Office;
     • includes Virtual Assistant ’s Australian Business Number (ABN);
     • Includes an itemised list of the Services billed by Thrive under that invoice; and
     • includes a list of expenses claimed by Thrive, noting that such expenses should be pre-agreed between the parties and evidence of receipts provided before the client will agree to pay them.
   • Where Thrive provides a 1:1 strategy session with Marianne Tansley as part of our services (Strategy Session), this will be provided online through video conferencing software or other digital software of our choosing or in person at a pre-agreed location. Any Strategy Sessions held are subject to clause 9.
3. What the Client Must Do
   • The Client must:
     • comply with this agreement and all of our reasonable requirements, including provision of sufficient time to carry out our Services and meet our deadlines;
     • allow Thrive to access the client’s head office and IT Systems during normal working hours or extended hours as agreed to supply the Services where applicable; and
     • promptly provide Thrive with all information in the client’s possession or control that Thrive reasonably requires supplying the Services.
4. Relationship Between the Parties
   • Thrive acknowledges that it will supply the Services as an independent contractor.
   • Nothing in this Agreement gives rise to any relationship of employer and employee, agency, partnership or otherwise between the parties.
5. Records
   • Thrive must keep adequate records in sufficient detail to enable their compliance with this Agreement to be verified records and permit the client to inspect the records upon reasonable notice at reasonable times to verify the cost of the Services as set out in the Schedule.
6. Price and Payment
   • The Price is inclusive of GST unless otherwise specified by Thrive.
   • Thrive is responsible for the payment of all taxes, fees, charges and other imposts that apply to them with respect to the Services and indemnifies the client against any taxes, fees, charges and other imposts, excluding income tax, payable by the client.
     
7. GST
   • Unless otherwise stated, the Price is inclusive of all Taxes, including GST. If any supply under this Agreement is a Taxable Supply, then the party making the supply may, at the same time that an invoice is rendered for the agreed consideration for the Taxable Supply, recover the amount of GST payable on that Taxable Supply, subject to the issue of a valid Tax Invoice.
8. Access to IT Systems
   • Without limiting the generality of clauses 8.2 and 8.3, the Client may provide Thrive with access to and use of their IT Systems to enable Thrive to provide the Services.
   • If Thrive is granted access and use of the IT Systems, Thrive must ensure that it:
     • only accesses the part of the IT Systems which they are authorised to access;
     • only does so to perform their obligations under this Agreement;
     • does not use the IT Systems for unlawful activity or to send or transmit any information that is obscene, indecent, uses offensive language, defames or offends any person;
     • does not knowingly or recklessly transmit any computer virus to the IT Systems;
     • does not remove any antivirus or other software;
     • does not tamper with the IT Systems or make unauthorised modifications to it; and
     • does not delegate the use of the IT Systems for the use of any unauthorised third party.
   • In seeking access to the IT Systems, Thrive agrees:
     • to comply with any computer and internet use policies provided to them by [the client;
     • note that the client is entitled to monitor their usage of the IT Systems at the client’s discretion; and
     • if the Client provides a password or passwords for the access of IT systems or third-party platforms, to return and/ or destroy those passwords at the termination of this Agreement.
9. Strategy Sessions
   • You must be prepared for each Strategy Session and, if applicable, use best endeavours to take action between Strategy Sessions, implement any action plans and be responsible for your results.
   • You must attend Strategy Sessions on time, without distractions, be open to ideas and ask questions. In the event that you are over 10 minutes late to a Strategy Session without prior notice on two or more occasions, this will be deemed a forfeited meeting to be rescheduled and we will charge you the full cost.
   • You must provide at least 24 hours’ notice to reschedule our Services for a Strategy Session. If you provide less than 24 hours’ notice, you will forfeit that Strategy Session and we reserve the right to charge you the full cost.
   • Notwithstanding any other clause in this Agreement, neither party shall be liable for any delay or failure to attend a Strategy Session if such delay or failure is caused by circumstances beyond that party’s reasonable control, determined at our sole discretion.
10. Intellectual Property Rights
    • The client does not claim ownership of anything of Thrive that is not developed, created or generated specifically for the Client.
11. Warranties, Indemnities, and Insurances
    • Thrive warrants that:
      • In supplying the Services, it will not infringe the intellectual property rights of any person;
      • All Services will be supplied with due care and skill; and
      • It has all rights, consents and licenses necessary to use the Equipment in supplying the Services.
    • Thrive indemnifies the client for all Claims against, losses and damages suffered by the client as a result of any breach of a warranty in clause 11.1.
    • Thrive must purchase and maintain the following insurance policies at an adequate level before commencing supply of the Services:
      • Workers compensation and public liability insurance; and
      • Professional liability insurance for an amount at least equal to the minimum amount specified in the Schedule and maintains it for at least 3 years after termination of this Agreement.
    • Thrive must provide, on the client’s request, evidence satisfactory to the client of the insurance specified in this clause and the Schedule.
12. Confidentiality
    • Each party:
      • may use Confidential Information of the other party solely for the purposes of this Agreement;
      • except as permitted under this clause, must keep confidential all Confidential Information of the other party; and
      • may only disclose Confidential Information of the other party only to persons who are aware and agree that the Confidential Information of the other party must be kept confidential, who have a need to know (and only to the extent that each has a need to know), or have been specifically approved by the other party, or as required by law or stock exchange regulation.
    • If required by the client, Thrive will require each of their employees to enter into an agreement with the client, containing confidentiality obligations the same as those in this clause.
13. Termination
    • This Agreement terminates if:
      • Thrive has finished supplying the Services in accordance with this Agreement. The client will give Thrive notice in writing when this happens;
      • either party gives at least 14 days' notice to the other party of a date that it wants this Agreement to terminate; or
      • this Agreement is terminated immediately in accordance with clause 13.2.
    • A party may terminate this Agreement with immediate effect by giving written notice to the other party if:
      • the other party breaches a material term of this Agreement that is not capable of remedy;
      • the other party breaches a material term of this Agreement that is capable of remedy but is not remedied within 14 days after receiving a notice requiring them to do so;
      • the other party enters into liquidation or insolvency (being a company) or bankruptcy (being an individual); or
      • an Insolvency Event occurs in relation to the other party.
14. After Termination
    • On termination, each party must return to the other party all Confidential Information of that other party in material form (including without limitation, those parts of all notes or records containing Confidential Information of the other party) in that party’s possession or control.
    • At any time after the termination of this Agreement, a party must not:
      • use or disclose to any person any Confidential Information of the other party;
      • record any Confidential information of the other party; or
      • sell or otherwise transfer any Confidential Information of the other party.
    • Clauses 3, 6-7 inclusive, 10-12 inclusive and 14.1-14.2 inclusive continue to apply after termination.
15. Limitation of Liability
    • Neither party will be liable to the other party for any Consequential Loss suffered or incurred by the other party arising out of or in connection with this Agreement, whether arising under contract law, tort law (including negligence) or otherwise.
    • To the maximum extent permitted by Law, the client’s maximum aggregate liability to Thrive arising out of or in connection with this Agreement is limited to the total amount of the Price paid under this Agreement.
16. Disclaimer
    • The Client agrees to proceed with our Services on the following basis:
      • Thrive’s services may relay on the use and performance of third party platforms or systems such as software or email marketing systems and Microsoft office or Microsoft 365 (Third Party Platforms). Thrive is not responsible for and has no control over the operation of the Third Party Platform and the Client releases Thrive from all liability in the event of any loss or damage due to any technical issues or errors with the Third Party Platform, or if the security of the Third Party Platform becomes compromised (including through virus, malware or hackers);
      • From time to time, Thrive may recommend affiliate software or tools to the Client that Thrive may receive a commission or any other form of compensation for (Affiliate Software). Where Thrive has recommended Affiliate Software it will disclose this, and any relationship between Thrive and the owners of the Affiliate Software. To the maximum extent permitted by law, Thrive is not responsible for any loss, damage, expense or liability suffered by the Client resulting from the purchase of any Affiliate Software; and
      • If Thrive is providing the Client with business management and strategy services, Thrive will do its best to provide the Client will clear action steps and implementation plans as suited to the Client’s needs, however the results will depend on the Client’s commitment and energy they put into taking any action required. Thrive does not guarantee that the Client’s business will be successfully launched or better managed or that the Client’s documents will be better as a result of Thrive’s Services.
17. Subcontracting
    • Thrive has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement.
    • The Client shall not hire, supervise, or pay any assistants to help Thrive.
    • The Client shall not require Thrive or Thrive’s employees or subcontractors to devote full time to performing the services required by this Agreement.
18. How to Deal with Service Problems
    • Thrive must notify the client immediately after becoming aware of anything that is likely to or will result in a material delay in or failure to perform any Services, specifying at least:
      • the nature of the delay or problem;
      • the cause of the delay or problem;
      • the steps being taken to minimise the impact of the delay or problem; and
      • whether or not the problem is caused by something outside Thrive ’s reasonable control.
    • Thrive must:
      • keep the client informed of how they plan to work around the problem and progress made in that regard; and
      • comply with all reasonable requests made by the client to prevent, or minimise the impact of, the delay or failure.
19. Assignment
    • Thrive must not assign this Agreement or any right under this Agreement without the client’s written consent.
20. Notices
    • A party that is required to notify the other party or give a notice to the other party under this Agreement must provide a notice which is:
      • in writing;
      • addressed to the address of the other party specified in the Schedule; and
      • left at or sent by post or email to the addresses specified in the Schedule.
21. How Can the Parties Vary This Agreement?
    • If the parties want to vary this Agreement (including varying the Services in the Schedule), they must do so in writing by a document signed by both parties.
22. Entire Agreement
    • This Agreement contains the entire agreement between the parties and will take priority over all previous agreements, negotiations, understandings, representations, warranties and commitments.
23. What Law Governs This Agreement?
    • The laws of Queensland, Australia govern this Agreement.
24. Definitions
    • In this Agreement:

Agreement means this Services Agreement.

Agreement Value means the total amount payable by the client to Thrive under this Agreement assuming Thrive supplies, in accordance with this Agreement, all Services they are required to supply to the client under this Agreement.

Claim means a claim, action, demand, damage, loss, liability, cost, charge, expense (including legal costs on a full indemnity basis), outgoing, fine or payment.

Client means the client with details set out in the Schedule.

Confidential Information of a party means information of a confidential nature including information about their business, operations, strategy, technology, customers, affairs, employees, Thrive, suppliers or clients, but does not include any information that is in the public domain, other than through a breach of confidence.

Consequential Loss means any loss of profits, loss of revenue, loss of any contract value, loss of anticipated profit or damages for lost opportunity.

Dispute means a dispute arising out of or relating to this Agreement, including without limitation, a dispute about the breach, termination, validity, or subject matter of this Agreement, or a claim in equity or in tort relating to the performance or nonperformance of this Agreement.

Equipment means any equipment or materials specified in the Schedule.

GST means a goods and services tax, or a similar value added tax, levied or imposed under the GST Law.

GST Law has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Insolvency Event means the occurrence of any event of insolvency including a winding up application being made and not withdrawn within 21 days, a failure to comply with a statutory demand, the appointment of a provisional liquidator or administrator, the entering into of an arrangement with creditors, a voluntary winding up other than for the purpose of a bona fide corporate reconstruction, any inability to pay debts as and when they fall due, any admission of insolvency, any court order relating to any of the above or anything which occurs under the law of any jurisdiction which has a similar effect to any of the above.

IT Systems means the client]’s information technology systems, including any development, test and production environments operated by the client] within their business.

Price means the price specified in the Schedule.

Services means the Services set out in the Schedule and include all things, materials, deliverables, documents, and information, items developed by or on behalf of Thrive or their employees or sub-contractors of or in the connection with the supply of the Services. Services includes electronic form and encompasses all software, inventions, designs, logos, artworks, advices, proposals, models, drawing, plans and the like.

Start Date means the date in the Schedule that this Agreement starts.

Tax Invoice has the meaning given in the GST Law.

Taxable Supply has the meaning given in the GST Law.

VA or Virtual Assistant means Thrive.