License Agreement

This contract is governed by the laws of NSW,

Australia. The terms and conditions contained on

this document supersede any previous terms and

conditions.

Validity of this quotation

These costs are based on our current charge-out

rates; however, I Comply Group reserves the right to

review these charges at the end of this agreement.

Service Description & Durations

Services provided are as per the agreed scope and

are outlined clearly in the agreement. Due to the

nature of works and the on-going changes that may

arise, I Comply Group & the Client have the ability to

reach mutual agreements around any additional

work requirements that require the scope to be

altered.

Invoices & GST

All prices quoted whether on an hourly basis or a

fixed price basis are exclusive of GST unless

otherwise stated. In addition to the amounts quoted

the Client must pay on those amounts the GST (if

applicable). This will increase the quoted price by

10% and is payable on the invoice.

Payment

I Comply Group reserves the right to take legal action to

recover debt and/or withhold works until invoices are

paid in full. Client has 7 days (unless stated

otherwise) from date of receipt of an invoice to query

the invoice or otherwise finalize payment. The Client

abrogates any right of reply after this time.

I Comply Group may suspend provision of the Services

upon any payment being due and unpaid by the

Client until such payment is made or the Agreement

is terminated.

I Comply Group has a general lien over any documents /

property at any time held for the Client, as security

for payment of invoices that I Comply Group issued or are

to issue. That lien continues even if I Comply Group are

no longer providing services for the Client. Truth

Corp furthermore requires that reports/advice or any

other information provided to the Client must not be

relied upon and remain the property of I Comply Group,

until such time as the Consultants Fees and any

outstanding tax invoices for provision of such

reports/advice or any other information provided to

the Client have been paid for in full.

 

Interest

I Comply Group reserves the right to charge interest on all

overdue accounts (including fees and disbursements) ata

rate of 14% per annum compounded daily. Overdue

accounts are deemed to be those accounts that remain

unpaid after 7 days from the date of invoice for services

or products provided by I Comply Group.

Variation & Extra Works

Additional work outside the scope will be charged at the

agreed hourly rate of $150.00EX GST. All efforts will be

made by I Comply Group to ensure that these extra charges

are kept to a minimum.

Travel costs

Travel within the CBD and metropolitan area are factored

within our fee structure and includes but not limited to

associated costs related to attending your Metro area

locations such as parking, petrol and tolls.

Travel interstate or outside of the metropolitan area is

billed at $1.10 per kilometer and $177.10 per travel hour,

from the I Comply Group Head Office to the required site, this

includes, but is not limited to, all travel time including

transportation to and from airport and/or client site, airport

waiting time, flight time and return travel to the originating

office. Return trip travel expenses shall also be charged.

All other travel expenses outside of the metropolitan area,

such as airfares, accommodation, car rental etc., are

charged at cost. Client may request to arrange airfares,

accommodation, and car rental directly for I Comply Group

upon notification in writing prior to the arrangement.

Privacy

I Comply Group may seek, receive and collect from a Client or

third-party personal information (namely information about

an identifiable individual and includes information or an

opinion obtained from any source at any point in time)

about the Client for any of these purposes:

(a) to provide the Services;

(b) a purpose disclosed to / authorized by the

Client;

(c) a purpose required or authorized by law.

That information may be both personal and sensitive.

Sensitive information includes information about a

criminal record, heath, racial or ethnic origin, religious

beliefs, sexual preferences or practices and professional,

trade or political memberships. I Comply Group will take

reasonable steps to make sure that personal information

about a client it collects, uses or discloses is accurate,

complete and up-to-date. A Client may access their

personal information held by I Comply Group by request made

to the Director responsible for the Client subject to the

Privacy Act 1988.

 

I Comply Group | 1300 312 874 | info@icomplygroup.com | www.icomplydigitalmarketing.com

Alexandria, 2015 NSW Australia | ABN: 63 668 004 635

Dispute Resolution & Termination

If at any time the Client wishes to discuss how the

Services can be improved or to make a complaint,

I Comply Group can be contacted by phone or email

provided. I Comply Group will investigate any complaint

promptly to endeavor to resolve the issue.

1. The Client may terminate this Agreement:

i) In the event of substantial breach by the

Consultant of his obligations hereunder,

which breach has not been remedied

within thirty (30) days of written notice

from the Client requiring the breach to be

remedied.

2. I Comply Group may terminate this Agreement:

i) in the event of monies payable to Truth

Corp being outstanding for more than

30 days from the date of invoice or as

otherwise specified by I Comply Group; or

ii) in the event of substantial breach by

the Client of his obligationshereunder,

which breach has not been remedied

within 30 days of written notice from

I Comply Group requiring the breach to be

remedied; or

iii) upon giving the Client thirty (30) days

written notice of his intention to doso

In the event of termination by either party pursuant to

Clauses above, I Comply Group shall be entitled to be paid

for that part of the Services rendered up to the time of

termination and if the termination is under Clause 2 (i)

and Clause 2 (ii), I Comply Group shall be entitled to an

additional payment representing its reasonable profit

lost in not completing the Services for the duration of

the agreement.

Any dispute between the Client and I Comply Group which

cannot be resolved informally, which will be the first

course of action, will be referred to mediation in

accordance with the Mediation and Conciliation Rules

of the Institute of Arbitrators and Mediators Australia

provided that this provision shall not prevent the

Consultant from instigating legal action at any time to

recover monies owing by the Client to the Consultant.

The mediation shall be held in Sydney Australia.

Copyright & Intellectual Property Copyright in all

reports, specifications, designs, plans, methodologies

and other documents prepared by I Comply Group in

connection with the Project shall remain the property

of the Consultant. The Client shall have a license to

use the documents for the purpose of completing the

Project, but the Client shall not use, or make copies

of, such documents for use with any other project.

Any intellectual property:

 

(a) which is created by I Comply Group for the use of

Client, unless otherwise stated, remains the express

Property of I Comply Group for future use; not specifically

designed and paid for by the Client shall not be the

property of the Client nor can it be adapted,reproduced,

sold or in any way used by the Client outside of the

context of the Scope of Work set out in the specific

Engagement which the Consultant is delivering for the

Client; and

(b) which is owned by the Client prior to the

commencement of the Engagement or other information of

explicitly confidential nature will be kept confidential and

not be disclosed by the Consultant except as needed to

perform the Services or required by law.

Liability

1. I Comply Group accepts no liability. The benefit ofTruth

Corp Consultant’s Services may not be assigned, held on

trust or otherwise transferred by the Client.

2. I Comply Group will be liable to the Client for net

losses, damages, costs or expenses (losses) causedby

the Consultant’s willful default, except:

a) I Comply Group will not be liable if such losses

are due to the provision of false, misleading, incorrect

or incomplete information or documentation by the

Client, the Consultant’s reliance on instructions

provided by the Client, or due to any acts or

omissions of any person other than the Consultant;

b) I Comply Group will not be liable to the Client for

accidental, incidental, indirect, special, punitive or

consequential damages or for loss of profits or

savings, even if the Consultant has been advised of,

knew or should have known of the possibility of such

damage or loss;

c) I Comply Group will have no liability for any statements,

representations, guarantees, conditions or warranties

(together representations) arising from

communications (oral or written) which are not

expressly contained in this Agreement. All

representations to exercise reasonable care or

render the Consultant’s Services with due care and

skill which may otherwise be implied by statute,

common law or custom are expressly excluded; and

the aggregate liability of I Comply Group, whether to the

Client or any third party of whatever nature, whether

in contract, tort or otherwise, for any losses (including

interest) whatsoever and howsoever caused arising

from or in any way connected with this Engagement

shall not exceed 100% of the Fees invoiced under

this Engagement.

d) The Client agrees to release I Comply Group from all

claims arising in connection with the

Services to the extent that the Consultant’s liability in

respect of such claims would exceed this amount.

 

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