1. INTERPRETATION


In this Agreement, unless the contrary intention is apparent:

1.1 “Agreement” means this Agreement and includes the Schedule and Annexures;

1.2 “Annexure 1” means the Annexure 1 to this Agreement;

1.3 “Annexure 2” means the Annexure 2 to this Agreement;

1.4 “Annexure 3” means the Annexure 3 to this Agreement;

1.5 “Annexure 4” means the Annexure 4 to this Agreement;

1.6 “Background Intellectual Property” means Intellectual Property in existence at the Commencement Date or is subsequently brought into existence other than as a result of the performance of this Agreement and is embodied in, or attaches to, the Services or is otherwise necessarily related to the functioning or operation of the Services;

1.7 “Client” means the person/entity receiving the Services.

1.8 “Commencement Date” means the date specified in Item 5 of the Schedule;

1.9 “Client’s Representative” means the person specified in Item 3 of the Schedule;

1.10 “Deposit” means the sum specified in Item 11 of the Schedule;

1.11 “Direct Debit Request” has the meaning set out in the Direct Debit Request Service Agreement;

1.12 “Direct Debit Request Service Agreement” means the agreement set out in Annexure 4;

1.13 “Disclosing Party” means the party disclosing Confidential Information to any other party to this Agreement pursuant to the terms of this Agreement;

1.14 “Expiry Date” means the date specified in Item 6 of the Schedule;

1.15 “Fee” means Rise Digital Media’ fee for providing the Services as specified in Item 4 of the Schedule;

1.16 “Force Majeure Event” means any event beyond the control of the relevant party;

1.17 “Foreground Intellectual Property” means Intellectual Property which is created under or otherwise in connection with the performance of this Agreement;

1.18 “Google Ad” means the advertising service by Google for businesses to display ads on Google and its advertising network.

1.19 “Information” means all information (whether in oral, written, machine readable or any other form) relating to the business, intellectual property, know-how, affairs,
operations, work or investigations of Rise Digital Media or any of Rise Digital Media’s Personnel which is or has been disclosed by Rise Digital Media or Rise Digital Media’s Personnel to the Client and or the Client’s Personnel;

1.20 “Insolvent” means unable to pay debts as they fall due;

1.21 “Intellectual Property Rights” means copyright, trademarks, patents, designs and any other like rights, including rights to registration of such rights, and rights to protect confidential information, know how and trade secrets;

1.22 “Liability” means all liabilities, damages, remedies, losses, penalties, fines, costs, expenses (including reasonable legal fees and expenses), demands, claims and proceedings of any nature;

1.23 “Rise Digital Media’s Representative” means the person specified in Item 8 of the Schedule;

1.24 “Personnel” means any employee, agent or Client of a party to this Agreement;

1.25 “Receiving Party” means the party reciving any Confidential Information from a party to this Agreement pursuant to the terms of this Agreement;

1.26 “Rise Digital Media’ means Rise Digital Media Pty Ltd ABN 37 614 220 432.

1.27 “Schedule” means the Schedule to this Agreement;

1.28 “SEM” means search engine marketing;

1.29 “SEO” means search engine optimisation;

1.30 “Services” means the services set out in Annexure 1;

1.31 “Term” means the term of this Agreement commencing on the Commencement Date and expiring on the Expiry Date and includes any extension of the Term under this Agreement or otherwise agreed in writing between the parties;

1.32 “Third Party Intellectual Property” means Intellectual Property which is owned by a party other than the Client and or Clients Personnel, and is embodied in, or attaches to, the Services or is otherwise necessarily related to the functioning or operation of the Services;

1.33 “Website Content Supply Services” means the agreement set out in Annexure 2;

1.34 “Website Development Services” means the agreement set out in Annexure 3;

1.35 headings are for ease of reference only and do not affect the meaning of this Agreement;

1.36 the singular includes the plural and vice versa;

1.37 other grammatical forms of defined words or expressions have corresponding meanings;

1.38 a reference to a clause, paragraph, schedule or annexure is a reference to a clause or paragraph of or schedule or annexure to this Agreement and a reference to this Agreement includes any schedules and annexures;

1.39 a reference to a statute, ordinance or by-law includes regulations and other instructions under it and consolidations, amendments, re-enactments or replacements of any of them;

1.40 a reference to a right or obligation of the Client confers that right or imposes that obligation, as the case may be, jointly and severally;

1.41 a reference to a person includes executors, administrators, permitted assigns and successors of that person; and

1.42 “includes” means “including without limitation”.

2. TERM


2.1 Subject to clause 2.2, this Agreement will continue for the Term or until terminated in accordance with clauses 13 and 14 of this Agreement.
2.2 The Client and Rise Digital Media may agree to extend the Term by written agreement signed by both parties.

3. CONSIDERATION


3.1 Rise Digital Media’ Fee
3.1.1 In consideration of the provision of the Services the Client will pay to Rise Digital Media the Fee.
3.1.2 The Client agrees to pay the Deposit on the Commencement Date to Rise Digital Media.
3.1.3 The Client agrees to pay to Rise Digital Media the remainder of the Fee (minus the Deposit) at the Expiry Date  or as agreed in writing with Rise Digital Media.
3.1.4 The Fee may not include disbursements incurred by Rise Digital Media in the provision of the Services. The Client agrees to reimburse Rise Digital Media for reasonably incurred expenses and disbursements upon receipt of such claim.
3.1.5 If the Client has requested Website Content Supply Services and Website Development Services in addition to the Services then the Client agrees to pay the fees associated with these services as specified in Annexure 2 and Annexure 3 to this Agreement.

3.2 GST
3.2.1 The Fee does not include GST.
3.2.2 In addition to any consideration due under this Agreement, the Client will pay to Rise Digital Media an amount equal to any GST which Rise Digital Media is or becomes liable to pay for any supply made under or in connection with this Agreement.
3.2.3 Any amount payable under clause 3.2.2 will be paid at the same time as payment for the supply giving rise to the obligation to pay GST, or if no amount is payable for the supply, or if a valid Tax Invoice has not been
given to the other party prior to that time, within seven (7) days of the issue of a valid Tax Invoice by Rise Digital Media to the Client.
3.2.4 In this clause, “GST” and “Tax Invoice” have the meaning set out in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

3.3 Taxation
3.3.1 The Client will be responsible for and will pay or reimburse Rise Digital Media for and indemnify Rise Digital Media against all taxes, charges, fees and other expenses of whatever kind (including any fine or penalty imposed in connection therewith) levied, assessed, charged or collected in connection with this Agreement (including payments made under this Agreement) or the Services performed.
3.3.2 The Client will remain responsible for compliance with all applicable statutory requirements in relation to the Client and the Client’s Personnel including, superannuation, workers’ compensation, PAYG tax, payroll tax, affirmative action, privacy, confidentiality, occupational health and safety and relevant industrial relations laws.

4. WARRANTIES


4.1 Each party warrants that:
4.1.1 the execution and delivery of this Agreement has been properly authorised;
4.1.2 it has full corporate power to execute, deliver and perform its obligations under this Agreement;
4.1.3 this Agreement constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms by appropriate legal remedy;
4.1.4 this Agreement does not conflict with or result in the breach of or default under any provision of its constitution, or any material term or provision of any law or regulation to which it is a party or a subject or by which it is bound; and
4.1.5 there are no actions, claims, proceedings or investigations pending or threatened against it or by it of which it is aware, and which may have a material effect on the subject matter of this Agreement.

4.2 In addition to the warranties provided in clause 4.1:
4.2.1 Rise Digital Media warrants that it will exercise reasonable skill, care and attention in providing the Services to the Client in accordance with this Agreement; and
4.2.2 The Client warrants that:
(a) It will provide all information requested by Rise Digital Media within a reasonable time when requested by Rise Digital Media;
(b) Any material which the Client causes to be published, displayed or contained with the services provided under this Agreement will not contain any illegal or unethical material or activity; and
(c) It owns the copyright or have been granted copyright for all text, images and materials used.

4.3 Rise Digital Media does not warrant the timing of its Services and the parties agree and understand that the Services require input from third parties to achieve the desired outcome.

4.4 In the event that the performance of the Services is affected in any event due to a third party provider, including Google and any search engine platform, then the Client agrees that Rise Digital Media will not be held liable whatsoever for any loss or damage incurred by the Client.

5. RISE DIGITAL MEDIA’S RECORDS


Rise Digital Media must:
5.1 keep full and proper written records of work performed under and in accordance with this Agreement, including records of hours worked by each of Rise Digital Media’ Personnel in providing the Services;
5.2 provide copies of the records referred to in clause 5.1, and allow the Client to inspect those records, at any time; and
5.3 provide such further information in relation to the provision of the Services by Rise Digital Media or Rise Digital Media’ Personnel as the Client may from time to time request.

6. RELATIONSHIP BETWEEN THE PARTIES


The Client acknowledges that:
6.1 there is no agreement of any nature in existence by virtue of this Agreement or otherwise between Rise Digital Media and the Client’s Personnel;
6.2 nothing contained in this Agreement will create the relationship of principal and agent or employer and employee between the Client and Rise Digital Media and no term of this Agreement will create a relationship other than the relationship of principal and Client.

7. CONFIDENTIAL INFORMATION


7.1 Confidentiality
The Receiving Party agrees to hold in confidence and not use, publish, divulge or communicate to any person Information provided by the Disclosing Party.

7.2 Disclosure to External Parties
7.2.1 The Receiving Party will not disclose the Information to any third parties without the prior written consent of the Disclosing Party, such consent not to be unreasonably withheld.
7.2.2 Where any government authority requires the Receiving Party to disclose Information and a failure to disclose such Information will constitute a breach of the law, the Receiving Party may disclose the relevant Information, provided that:
(a) only the minimum Information necessary to comply with the law is disclosed;
(b) all reasonable endeavours are used to preserve the confidentiality of the Information; and
(c) all reasonable endeavours are used to ensure that the government authority concerned maintains the confidentiality of the Information.

7.3 Use
The Receiving Party must not use any of the Information provided by the Disclosing Party for any purpose other than the provision of the Services.

7.4 Third Parties
7.4.1 Further to clause 7.2.1, the Receiving Party will take all reasonable steps to minimise the risk of disclosure of Information, by ensuring that only those of the Receiving Party’s Personnel whose duties require them to possess any of such Information will have access thereto, and that they will be instructed to treat the same as confidential.
7.4.2 If requested by the Disclosing Party, the Receiving Party will notify the Disclosing Party in writing of the name and address and position of all the persons under paragraph 7.4.1 to whom the Receiving Party proposes to disclose or give or allow access to the Information.
7.4.3 The Receiving Party will ensure proper and secure storage for all Information received from the Disclosing Party.

7.5 Expiry and Return of Information
Following expiry or earlier termination of this Agreement the Receiving Party must return the Information to the Disclosing Party promptly on the written request of the Disclosing Party that the Information be returned.

7.6 Ongoing Obligations
The Receiving Party acknowledges that the undertakings contained in this Agreement will continue after the expiry of termination of this Agreement but will not apply to:
7.6.1 information which is in the public domain at the time of disclosure otherwise than as a result of a breach of the terms of this Agreement and any information that becomes generally and publicly available after disclosure as aforesaid otherwise than as a result of a breach of the terms of this Agreement; or
7.6.2 information that the Receiving Party can prove was legitimately known to it at the time of disclosure by the Disclosing Party.

8. SEO AND SEM


8.1 SEO
In the provision of SEO services, the client agrees to the following:
8.1.1 Rise Digital Media makes no guarantee that the targeted phases will move in a positive direction, especially if the targeted website: –
(a) Has engaged in SEO previously;
(b) Has poor or duplicate content;
(c) Is on a SEO unfriendly content management system (“CMS”);
(d) Is suffering from a penalty, either automatic or manual from Google;
(e) Has an unnatural link profile; or
(f) Is hosted on a slow or backlisted server.
8.1.2 Rise Digital Media must be notified of any changes that the Client proposes to make on the website prior to such changes being made as some amendments may have a negative effect on the ranking of the website within the search engines.
8.1.3 All proposed changes by the Client to the website must be approved in writing by Rise Digital Media before being actioned. Failing to do so releases Rise Digital Media from any liability in the event that the website ranking falls.
8.1.4 Any changes made by the Client to the website without consulting Rise Digital Media is done at the Client’s own risk.
8.1.5 In the event that an SEO campaign is suspended for any reason, the Client acknowledges and agrees that:
(a) Should the website ranking be affected by such a suspension, then the Client will take full responsibility for the expected loss of position;
(b) Rise Digital Media will not be responsible for returning the website rankings once the campaign is recommenced; and
(c) The campaign will be continued with the same level of resources used prior to the suspension.

8.2 SEM
In the provision of SEM services, the Client agrees to the following:
8.2.1 To comply with all Google Ads terms and conditions as amended from time to time;
8.2.2 The Client will not be granted direct access to the Rise Digital Media Google Ads account; and
8.2.3 Upon cancellation of the SEM service, the Client will indemnify Rise Digital Media or Google Ads for all outstanding accounts and charges incurred on behalf of the Client prior to the date of cancellation.
8.3 The Client understands and accepts that Rise Digital Media is not prevented, barred, prohibited or in any way in breach of this Agreement by providing similar services as provided to the Client under this Agreement to any other person, company or business in the same industry as the Client.

9. INTELLECTUAL & OTHER PROPERTY RIGHTS


9.1 Nothing in this Agreement affects the ownership of Background or Third Party Intellectual Property
9.2 All Foreground Intellectual Property Rights in any document, matter or thing created, prepared or written under or in accordance with this Agreement will vest in Rise Digital Media.
9.3 The Client agrees to execute or procure the execution of any document or do or procure the doing of anything requested by Rise Digital Media in order to give effect to this clause 9.
9.4 All documents and/or any works prepared by Rise Digital Media in the course of providing the Services will remain the property of Rise Digital Media.
9.5 Rise Digital Media warrants that in providing the Services, it does not, and will not infringe the Intellectual Property Rights of any third party, person or Rise Digital Media Personnel, and or any Moral Rights of any person, including Rise Digital Media Personnel.
9.6 Rise Digital Media grants to the Client a perpetual, irrevocable, worldwide, nonexclusive, royalty free Licence in respect of the Background Intellectual Property embodied in or attached to the Services or is otherwise necessarily related to the functioning or operation of the Services, for the Client and its associated entities business purposes.
9.7 Rise Digital Media will use best endeavours to ensure that the Client is granted a licence under similar terms as 9.6, to exercise all third party Intellectual Property (if any) embodied in or attached to the Services or is otherwise necessarily related to the functioning or operation of the Services, for the Client and its associated entities business purposes.
9.8 For the avoidance of doubt, the licences granted in paragraph 9.6 and 9.7 will not include a licence for the Client to commercialise the Intellectual Property.
9.9 The Client authorises and agrees for Rise Digital Media to display any services provided under this Agreement, in its portfolio, in both hard and electronic versions.

10. INDEMNITIES AND RELEASE


10.1 Client’s Indemnities
10.1.1 The Client must indemnify and keep Rise Digital Media indemnified from and against all Liabilities suffered or incurred by Rise Digital Media in respect of any:
(a) loss of or damage to any real or personal property; or
(b) personal injury or death,
that arises out of or as a consequence of the performance or non-performance of this Agreement by the Client or its Personnel, except to the extent that such Liability is attributable to the gross negligence or unlawful act or omission of Rise Digital Media or its Personnel (other than the Client).
10.1.2 The Client must indemnify and keep Rise Digital Media indemnified from and against all Liabilities arising out of or in connection with:
(a) any act or omission of the Client which gives rise to a Liability of Rise Digital Media to a third party;
(b) any act or omission of any Personnel of the Client which occurs while such a person is acting or purporting to act in such capacity, or otherwise in connection with such person’s employment, agency, contract or subcontract with the Client, and which gives rise to a Liability of Rise Digital Media to a third party; or
(c) any Liability made or action brought by, or on behalf of, any of the Client’s Personnel against Rise Digital Media arising as a result of a matter as between the relevant person and the Client.

10.2 The Client agrees to indemnify Rise Digital Media and keep Rise Digital Media indemnified against any claims by any person employed by the Client which may arise from or as a result of this Agreement.

10.3 The Client’s obligations under this clause 10 will survive the expiry or termination of this Agreement.

10.4 Release
10.4.1 The Client acknowledges that (subject to the express terms of this Agreement) it undertakes to perform its obligations under this Agreement at its risk and releases, to the extent permitted by law but subject to the expressed terms of this clause 10, Rise Digital Media from all claims and other Liabilities that the Client would have or would otherwise be entitled to bring against Rise Digital Media (whether in contract, tort, pursuant to any statute or otherwise) in respect of any personal injury, death or loss of or damage to any real or personal property that arises out of or in connection with:
(a) the Client’s performance of its obligations under this Agreement; or
(b) any act, matter or thing done or any omission of the Client or its Personnel in relation to the carrying out of the Services.
10.4.2 Nothing contained in this clause 10 will be taken to limit or preclude the Client’s rights to recover amounts otherwise payable to it under an insurance policy referred to in the Schedule.

11. INSURANCE


11.1 Professional Indemnity Insurance
The Client and Rise Digital Media must have and keep during the Term a professional indemnity insurance policy from a reputable insurance provider in an amount for and for the duration not less than that stated at Item 7 of the Schedule.

11.2 Public Liability Insurance
11.2.1 The Client and Rise Digital Media must have and keep during the Term a public liability insurance policy from a reputable insurance provider to cover all liability to third parties for personal injury, death, property damage and economic loss arising out of the carrying out of any of the respective party’s obligations under this Agreement.
11.2.2 The insurance policy referred to in clause 11.2.1 will be for an amount not less than the amount specified at Item 7 of the Schedule for any one event.

11.3 Certificates of Insurance
Upon request during the Term of this Agreement, the parties will supply certificates of currency and receipts for premiums paid as well as such other proof of compliance with the provisions of this clause 11 to the requesting party.

12. OCCUPATIONAL HEALTH AND SAFETY AND THE ENVIRONMENT


12.1 Rise Digital Media’ Obligations
Rise Digital Media must, in conjunction with the performance of the Services:
12.1.1 take all measures necessary to protect people and property;
12.1.2 comply with all statutory requirements and codes of practice relating to occupational health and safety (including, without limitation, the Work Health and Safety Act 2012); and
12.1.3 ensure that its Personnel are not under the influence of any alcohol, drug or other intoxicating or mind altering substance while they are performing the Services; and
12.1.4 comply with all applicable environmental laws.

12.2 Default
If Rise Digital Media fails to comply with its obligations under clause 12.1, the Client or the Client’s Representative may issue a notice requiring Rise Digital Media to remedy its default within the period specified in the notice.

13. IMMEDIATE TERMINATION


13.1 Either party may terminate this Agreement immediately by notice in writing to the other party at any time in its absolute discretion should: –
13.1.1 There be a material breach of any of its obligations or warranties under this Agreement which is not remediable or if capable of remedy, where the other party fails to remedy within fourteen (14) days of written notice; or
13.1.2 a material change in the party’s business or ownership arises; or
13.1.3 The party commits an act of bankruptcy and/or is declared Insolvent.
13.2 The Client will be liable to reimburse Rise Digital Media for any services provided under this Agreement prior to the date of termination.
13.3 Any termination of this Agreement is without prejudice to any rights or remedies the terminating party may have against the other which may have arisen prior to the date of termination.

14. TERMINATION


14.1 Subject to clause 13 of this Agreement either party may terminate this Agreement at any time upon providing thirty (30) days written notice to the other party.

15. CONSEQUENCES OF TERMINATION


15.1 If this Agreement is terminated or expires for any reason, then, in addition and without prejudice to any other rights or remedies available:
15.1.1 the parties are immediately released from their obligations under the Agreement except those obligations listed in clauses 3, 7, 9, 10 and any other obligations that, by their nature, survive termination;
15.1.2 each party retains the claims it has against the other; and
15.1.3 the Client must immediately pay all outstanding Fee, including those specified in Annexure 2 and Annexure 3.

16. DISPUTE RESOLUTION


16.1 If a dispute arises between Rise Digital Media and the Client under or in connection with this Agreement, the Services or otherwise, the parties must meet and use their reasonable endeavours to resolve that dispute by negotiation or otherwise before commencing legal proceedings.

16.2 The parties will be deemed to have used their reasonable endeavours to resolve a dispute if they have met to discuss the dispute and have failed to resolve it within fourteen (14) days of that meeting.

16.3 Nothing in this clause 16 will preclude either party form seeking an urgent interim interlocutory injunction in causes of genuine urgency.

17. WEBSITE CONTENT SUPPLY SERVICES


17.1 If the Client requires Rise Digital Media to provide Website Content Supply Services as part of its services under this Agreement, then Rise Digital Media agrees to provide the Website Content Supply Services under the terms of this Agreement.

18. WEBSITE DEVELOPMENT SERVICES


18.1 If the Client requires Rise Digital Media to provide Website Development Services as part of its services under this Agreement, then Rise Digital Media agrees to provide the Website Development Services under the terms of this Agreement.

19. DIRECT DEBIT REQUEST SERVICE


19.1 If the Client requires Services that require, or if they elect to pay the Fee and any other debts incurred by Rise Digital Media, by way of Direct Debit Request, then the Client agrees to execute the Direct Debt Request Service Agreement.
19.2 The Client agrees that in the event that the Direct Debt Request Service Agreement is cancelled for any reason then such cancellation does not affect the Client’s liability to make payment in full of the Fee and any monies owing to Rise Digital Media or any third party, including Google, incurred during the Term.

20. LIMITATION OF LIABILITY


20.1 The parties agree that Rise Digital Media excludes all liability in respect of loss of data, interruption of business or any consequential or incidental damage or loss suffered by the Client and any third party as a result of provision of services under this Agreement.

20.2 To the full extent permitted by law, Rise Digital Media excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in this Agreement.

20.3 Rise Digital Media’s total aggregate liability for all claims relating to this Agreement is limited to the value of the Fee.

20.4 Rise Digital Media will not be liable to the Client for any loss or damage of any kind sustained by the Client as a consequence of a breach of Rise Digital Media’s obligations under this Agreement.

20.5 This Agreement is to be read subject to any legislation, which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions or obligations. If such legislation applies, to the extent possible, Rise Digital Media limits its liability in respect of any claim to, at Rise Digital Media’s option:
20.5.1 In the case of goods:
(a) The replacement of the goods or the supply of equivalent goods;
(b) The repair of the goods;
(c) Part payment of the sum chargeable by Rise Digital Media (without discount) if it supplied those goods to an unrelated third party; or
(d) Part payment of the sum chargeable by Rise Digital Media (without discount) if it repaired those goods for an unrelated third party; and
20.5.2 In the case of services:
(a) The supply of the services again; or
(b) Part payment of the sum chargeable by Rise Digital Media (without discount) if it supplied those services to an unrelated third party.

21. RIGHT TO RENEW


21.1 This Agreement may be renewed by the Client as agreed with Rise Digital Media for a further Term after the Expiry Date.
21.2 In the event that this Agreement is renewed pursuant to clause 21.1, the Client agrees to the amended Fee as reviewed and proposed by Rise Digitial Media.
21.3 In the event that the Expiry Date is greater than twelve (12) months, the Client agrees and accepts that the Fee will be reviewed and amended by Rise Digital Media every twelve (12) months during the Term.

22. MISCELLANEOUS


22.1 Applicable Law
The law for the time being prevailing in the State of South Australia will govern this Agreement in all respects and the parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of that state or territory and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.

22.2 Assignment & Subcontracting
Neither party may assign or subcontract their rights and obligations under this Agreement without the prior written consent of the other party, such consent is not to be unreasonably withheld.

22.3 Notices
22.3.1 The parties’ contact details for notices under this Agreement are as follows, or as otherwise notified by one party to the other from time to time:
Rise Digital Media
Attention: Kon Antoniou and Arjun Chadha
Address: 56 Richmond Road Keswick SA 5035
Email: info@risedigitalmedia.com.au
Client: [name of Customer] Address: [address] Email: [email address] 22.3.2 All notices must be in writing and can be given by:
(a) hand delivery during normal business hours;
(b) registered post; or
(c) emailed followed within two (2) business days by one of the means listed above.
22.3.3 A notice is deemed to be given and received:
(a) if delivered in accordance with clause 22.3.2(a) on the next business day after the day of delivery;
(b) if sent in accordance with clause 22.3.2 (b) within 5 clear business days after the day of posting;
(c) if sent in accordance with clause 22.3.2 (c) immediately once transmission has been sent.
22.3.4 Either party may change the address to which notices can be sent to that party by giving the other party notice of such change in accordance with this clause.

22.4 Entire Agreement
22.4.1 This Agreement embodies the entire understanding of the parties as to the Services and supersedes all prior agreements, understandings, arrangements and undertakings between the parties.
22.4.2 Where there is an inconsistency between a provision of this Agreement and a provision in the Schedule or the Annexures, the provisions of the Schedule or the Annexures will prevail to the extent of the inconsistency.

22.5 Variation
No variation to this Agreement will be of any force or effect unless reduced to writing and signed by both parties.

22.6 Severability
Each clause in this Agreement is severable from the others and if one or more is found to be unenforceable this will not affect the validity of the others or any of them.

22.7 Waiver
The fact that either party does not, on a default by the other party or any authorised person in respect of any of the terms of this Agreement, exercise any rights or remedies to which it is entitled, will not be constricted or operate in any way as a waiver of any such rights or remedies.

22.8 Force Majeure Event
22.8.1 A party will not be responsible for a failure to comply with its obligations under this Agreement to the extent that failure is caused by a Force Majeure Event, provided that the party keeps the other closely informed in such circumstances and uses reasonable endeavours to rectify the situation.
22.8.2 Without limiting any other right to terminate under this Agreement, if a Force Majeure Event affects a party’s performance under this Agreement for more than thirty (30) consecutive days, the other party may immediately terminate this Agreement by written notice.

22.9 Counterparts
This Agreement may be executed in counterparts which will be taken together to constitute one document.