Definitions and Interpretation

In this Agreement:-

a)  Agreement means these Terms and the Engagement Letter, plus any other attached annexures or schedules;

b)  Client, you or your means the organisation or company and related entities and its partners, directors, officers, employees and representatives as described in the Engagement Letter to whom GLOBAL SUPPLY CHAIN GROUP has agreed to provide the Services in accordance with this Agreement.

c)   Client’s Materials means any Materials provided by the Client relating to the Project;

d)  Engagement Letter means the letter to which these Terms are attached, either by inclusion, or by reference;

e)  Fees means the charges for the Services as described in the Engagement Letter, as added to or varied from time to time under these Terms;

f)   GLOBAL SUPPLY CHAIN GROUP, we or us means GLOBAL SUPPLY CHAIN GROUP Pty Ltd (ABN 11 091 145 443), its successors and assigns.

g)  GLOBAL SUPPLY CHAIN GROUP Materials means any Materials provided by GLOBAL SUPPLY CHAIN GROUP relating to the Project which it owned prior to the commencement of this Agreement, including the material in this letter.

h)  Intellectual Property includes copyright, trade mark, design, patent, semi-conductor rights, trade, business or company names, trade secrets, confidential or other proprietary rights and all other intellectual property and any rights to register such rights.

i)    Materials means and includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, any film, video, negative, tape, disc or other device embodying visual and/or audio images and any disc, tape or other device embodying any other data;

j)   Output Materials means the Materials created or developed by GLOBAL SUPPLY CHAIN GROUP in its performance of the Services;

k)  Project means the project for which GLOBAL SUPPLY CHAIN GROUP provides the Services;

l)    Services means the services provide by GLOBAL SUPPLY CHAIN GROUP under this Agreement;

                      i.        The headings in these Terms are for convenience only and will not affect their interpretation.

                     ii.        These Terms are subject to the Engagement letter, including any annexures, to which they are attached.

Supply Of The Services

a)  GLOBAL SUPPLY CHAIN GROUP will provide the Services to the Client on the terms and conditions of this Agreement. Any changes or additions to the Project or this Agreement must be agreed in writing by GLOBAL SUPPLY CHAIN GROUP and the Client.

b)  The Client will at its own expense supply GLOBAL SUPPLY CHAIN GROUP with all necessary Materials within sufficient time to enable GLOBAL SUPPLY CHAIN GROUP to provide the Services in accordance with any time period provided in the Engagement Letter. The Client will make all reasonable efforts to ensure the accuracy of all of the Client’s Materials.

c)   The Client will at its own expense retain duplicate copies of all of the Client’s Materials and insure against its accidental loss or damage. GLOBAL SUPPLY CHAIN GROUP will have no liability for any such loss or damage, however caused. 

d)  GLOBAL SUPPLY CHAIN GROUP may at any time without notifying the Client make any changes to the Project which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Project.

Fees and Expenses

a)    Subject to any special terms agreed in writing between the parties, the Client will pay GLOBAL SUPPLY CHAIN GROUP’s Fees and any additional sums, including but not limited to disbursements which are agreed between GLOBAL SUPPLY CHAIN GROUP and the Client for the provision of the Services.

b)    Where estimates of fees are given by GLOBAL SUPPLY CHAIN GROUP, our final fees may vary from those estimates and will depend on the level and urgency of services required and complexity of the tasks undertaken.

c)    Should the Project be terminated early, a fee based on actual hours worked shall apply.

d)    The Client will reimburse GLOBAL SUPPLY CHAIN GROUP for all reasonable expenses, which we incur in, or as a result of, acting for you.  We will not incur any significant expenses greater than 5% of the Fees as a single item or 20% in aggregate without your prior approval. These may include, but are not limited to: fees of experts or other consultants engaged with your consent; research purchased with your consent; government fees and charges; travel and accommodation; telephone charges; colour printing charges.

Payment of Invoices

a)    GLOBAL SUPPLY CHAIN GROUP will normally render invoices monthly, and on completion of the Project.

b)    The amounts invoiced are due and payable within 14 days of receipt of the invoice and where accounts are not paid within these 14 days, GLOBAL SUPPLY CHAIN GROUP will be entitled to a late payment charge assessed at 1% per month.

c)    All rates are quoted in Australian dollars and should therefore be paid for in Australian dollars.

d)    GLOBAL SUPPLY CHAIN GROUP reserves the right to invoice the Client under a different entity, in accordance with GLOBAL SUPPLY CHAIN GROUP’S tax and legal rights and obligations in the countries in which GLOBAL SUPPLY CHAIN GROUP operate.

The Client’s Authority to GLOBAL SUPPLY CHAIN GROUP

a)    GLOBAL SUPPLY CHAIN GROUP has the authority to act on the Client’s behalf in relation to all matters necessary on the Project. This includes but is not limited to the authority;

i)     To interview people we consider necessary for the proper conduct of this matter; and

ii)    To obtain data and research from internal and external sources.

The Client’s Responsibilities

The Client is wholly and solely responsible, and GLOBAL SUPPLY CHAIN GROUP will have no responsibility, obligation or liability, for:-

(i)   the compliance of the Client, its directors, officers, employees and representatives, with and all relevant state, federal and international laws, principles of good governance and best practice; and

(ii)  ensuring that all information, materials or instructions supplied to GLOBAL SUPPLY CHAIN GROUP are complete, correct, accurate and not false or misleading.

GLOBAL SUPPLY CHAIN GROUP’S Responsibilities

a)    GLOBAL SUPPLY CHAIN GROUP is a management consulting firm with particular functional expertise in private equity, corporate strategy, supply chain and outsourcing.

b)    The information and advice provided pursuant to these services does not constitute, and should not be relied upon for, legal or financial advice. If the Client requires legal or financial advice you should consult your legal advisers or a licensed or authorized financial product adviser.

c)    GLOBAL SUPPLY CHAIN GROUP warrants to the Client that the Services will be provided using reasonable care and skill. There are no other express or implied warranties. For any breach of the warranty, the Client’s exclusive remedy will be the re-performance of the deficient services or a recovery of the fees paid to GLOBAL SUPPLY CHAIN GROUP for the deficient services, such remedy to be determined by GLOBAL SUPPLY CHAIN GROUP in its absolute discretion.

d)    Analysis and projections shall represent GLOBAL SUPPLY CHAIN GROUP’s judgment, based upon data sources cited. Whilst reasonable care will be taken to confirm the reliability of the information and opinion expressed in our deliverables, no warranty will be made as to their accuracy or completeness. All estimates and projections contained in GLOBAL SUPPLY CHAIN GROUP’s reports will be based on data obtained from the sources cited and involve significant element of subjective judgment and analysis, which may or may not be correct.

e)    GLOBAL SUPPLY CHAIN GROUP will rely on the quality, fullness and accuracy of information provided to it by the Client and its advisers and the Client hereby warrants to GLOBAL SUPPLY CHAIN GROUP that, to the best of its knowledge, such information is complete and accurate.

f)     GLOBAL SUPPLY CHAIN GROUP will rely on all approvals given by the directors, officers, employees, representatives and advisers of the Client and the Client hereby warrants to GLOBAL SUPPLY CHAIN GROUP that those directors, officers, employees, representatives or advisers will be wholly authorised to give such approvals.

g)    Where, in the provision of the Services, GLOBAL SUPPLY CHAIN GROUP supplies or provides goods or services supplied by a third party, GLOBAL SUPPLY CHAIN GROUP does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but will, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by that supplier.

h)    GLOBAL SUPPLY CHAIN GROUP will have no liability to the Client or to any other third party for any loss, damage, costs, expenses or other claims for compensation arising:-

                      i.        from any of information, materials or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client;

                     ii.        by reason of any representation or any implied warranty, condition or other term, or any duty in tort or at common law, or under the express terms of this letter, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of GLOBAL SUPPLY CHAIN GROUP, its officers, employees or agents or otherwise) which arise out of or in connection with the provision of the services or their use by the Client

                   iii.        by reason of any delay in performing, or any failure to perform, any of GLOBAL SUPPLY CHAIN GROUP’s obligations in relation to the services, if the delay or failure was due to any cause beyond GLOBAL SUPPLY CHAIN GROUP’s reasonable control.

i)     The entire liability of GLOBAL SUPPLY CHAIN GROUP under or in connection with this letter will not exceed the amount of GLOBAL SUPPLY CHAIN GROUP’s charges for the provision of the services.

Rights in Materials

a)    GLOBAL SUPPLY CHAIN GROUP acknowledges and agrees that all Intellectual Property in the Client’s Materials are the sole property of the Client.

b)    The Client acknowledges and agrees that all Intellectual Property in GLOBAL SUPPLY CHAIN GROUP’s Materials and the Output Materials are the sole property of GLOBAL SUPPLY CHAIN GROUP.

c)    The Client agrees that it, its partners, directors, officers, employees and representatives, with respect to GLOBAL SUPPLY CHAIN GROUP’s Materials and the Output Materials:-

(i)   will not duplicate, photocopy, reproduce, rent, translate, sub-license or do any other thing with those Materials that would be inconsistent with GLOBAL SUPPLY CHAIN GROUP’ exclusive ownership;

(ii)  will not to use the name of GLOBAL SUPPLY CHAIN GROUP, or any of those Materials for any other purpose other than as part of the Project without the prior written consent of GLOBAL SUPPLY CHAIN GROUP;

(iii) will not remove any copyright or trade mark notice, statement or mark of GLOBAL SUPPLY CHAIN GROUP in those Materials; and

(iv) will not attempt to license, assign, or otherwise deal in any rights in or to those Materials or any of GLOBAL SUPPLY CHAIN GROUP’s Intellectual Property.

Termination

a)    Either party may terminate this Agreement, by 7 days written notice to the other party, at any time.

b)    If this Agreement is terminated, the parties will have no further obligations to each other, other than for outstanding fees and expenses payable to GLOBAL SUPPLY CHAIN GROUP, and any ongoing obligations arising out of the undertakings, warranties and indemnities provided under the terms of this Agreement.

Conflicts

a)    GLOBAL SUPPLY CHAIN GROUP is not aware of any existing conflict of interest and consider GLOBAL SUPPLY CHAIN GROUP to be free to act in the Client’s best interests.

b)    Other than with the Client’s express approval, GLOBAL SUPPLY CHAIN GROUP will not act for any other client during the currency of the Project if GLOBAL SUPPLY CHAIN GROUP’S duties to that client would conflict with GLOBAL SUPPLY CHAIN GROUP’S duties to the Client.

c)    Unless otherwise agreed in writing, GLOBAL SUPPLY CHAIN GROUP’S duty to the Client in relation to conflict of interest in respect of the matters that are the subject of this Agreement will cease at the earliest of the completion of the Project or termination of the Agreement.

Confidential Information

a)    GLOBAL SUPPLY CHAIN GROUP will maintain the confidentiality of all information provided to it by the Client.

b)    The Client will keep all material, information, documents, data, advice and research provided by GLOBAL SUPPLY CHAIN GROUP in its performance of the services pursuant to this Agreement confidential.

c)    The Client will not disclose the terms of this Agreement (unless required by law) to any third parties.

d)    The Client will not distribute to the public nor refer to in any public document the work done by GLOBAL SUPPLY CHAIN GROUP, without the prior written approval of GLOBAL SUPPLY CHAIN GROUP.

e)    This clause does not apply to any materials which are public knowledge at the time when they are so provided by either party, and will cease to apply if at any future time they become public knowledge through no fault of the other party or if otherwise agreed in writing between the parties.

f)     This clause continues to operate after termination of this Agreement

Agreement not to circumvent

a)    The parties and/or their affiliates of whatsoever nature shall not, in any manner, solicit and/or accept any business from sources that have been made available by and through the other parties hereto, nor in any manner shall access, solicit and/or conduct any transaction with said sources, without and specific permission of the party who made said sources available.

b)    The parties shall maintain complete confidentiality regarding each other’s business and/or their affiliates and shall only disclose knowledge pertaining to those specifically named parties as permitted by the concerned party, unless agreed and granted and expressed written permission of and by the party who made the source available.

c)    The parties shall not disclose any contact revealed by other party to any third parties as they fully recognized such information and contacts(s) of the respective party, and shall not enter into direct and/or indirect offers, negotiations and/or transaction with such contacts revealed by the other party who made the contact(s) available.

d)    In the event of circumvention by any of the undersigned parties, whether direct and/or indirect, the circumvented party shall be entitled to legal monetary compensation equal to the maximum service it should have realized from such a transaction, plus any and all expenses including any and all legal fees incurred in lieu of recovery of such compensation.

Goods and Services Tax

a)    GLOBAL SUPPLY CHAIN GROUP anticipates that all payments described in this Agreement will be consideration for a taxable supply for which GST is payable, pursuant to a New Tax System (Goods and Services Tax) Act 1999 as may be amended from time to time.

b)    The Client agrees to pay GLOBAL SUPPLY CHAIN GROUP an additional amount equal to such GST, within 14 days of receipt of a tax invoice.

c)    In the event that the Services are provided to an offshore entity both parties may determine that the Services are not taxable supply pursuant to a New Tax System (Goods and Services Tax) Act 1999.

d)    The Client agrees to indemnify GLOBAL SUPPLY CHAIN GROUP for the amount of any GST and/or penalty that the Australian Tax Office (ATO) may impose on GLOBAL SUPPLY CHAIN GROUP in the event that the ATO adopts an alternative view to the parties in relation to GST under sub clause 12(c).

Restrictions

a)    Both parties agree not to seek directly or indirectly to employ permanently or temporarily each other’s staff or contractors, during the period of this letter, any extension thereof, or for 12 months after termination or expiry.

b)    Unless otherwise agreed between the parties, any such approach will result in payment of fair and reasonable damages for loss of revenue and/or expertise which will not be less than 6 months of the salary to be earned by the staff member or contractor.

Indemnity

a)    The Client shall indemnify GLOBAL SUPPLY CHAIN GROUP and its partners, directors, officers, employees and representatives, in respect of any claim, action or proceeding, judgment, damage, loss, expense (including reasonable legal expenses) or liability incurred or suffered by or brought or made or recovered against GLOBAL SUPPLY CHAIN GROUP or its  partners, directors, officers, employees and representatives, in connection with any information, document or other material communicated, written, produced or published by GLOBAL SUPPLY CHAIN GROUP, or its partners, under the engagement provided in this letter.

b)    Any approval or consent given by GLOBAL SUPPLY CHAIN GROUP and/or its directors, officers, employees and representatives does not waive or in any way prejudice the right of the indemnified to the indemnity provided for in this letter and such right survives the termination or expiry of this engagement

Privacy

a)    The Privacy Act requires affected private sector organization’s including GLOBAL SUPPLY CHAIN GROUP to comply with national privacy standards and implement privacy practices that protect any personal information we hold about individuals.

b)    In the course of taking instructions from you and acting on your behalf, GLOBAL SUPPLY CHAIN GROUP will collect personal information from you as defined in the Privacy Act.

General

a)    This letter constitutes the entire Agreement between the parties, supersedes any previous Agreement or understanding and may not be varied unless agreed to in writing by both parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

b)    Unless otherwise agreed in writing by both parties these terms will apply every time GLOBAL SUPPLY CHAIN GROUP is retained by you to perform services at any time in the future.

c)    The rates and charges provided in this letter and its annexure may change from time to time upon reasonable notice to the Client.

d)    Any notice required or permitted to be given by either party to the other under these terms will be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

e)    No failure or delay by either party in exercising any of its rights under this letter will be deemed to be a waiver of that right, and no waiver by either party of any breach of the terms of this engagement by the other will be considered as a waiver of any subsequent breach of the same or any other provision.

f)     If any provision of these terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and the remainder of the provision in question will not be affected.

 g)  Nothing in this letter will create or constitute or be taken to create or constitute a partnership or joint venture between the parties.

h)    The Client may not assign, novate or otherwise transfer any of its rights or obligations under this letter without the prior written consent of GLOBAL SUPPLY CHAIN GROUP.

i)     Any term of this letter will survive the expiry of termination of this letter which in order to give effect to its provisions needs to survive the said expiry or termination.

j)     The law of New South Wales will apply to the Agreement, and the parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales.