Definitions

"Services" means the services set out in this Purchase Order.
"Fee" means the fee or fees set out in this Purchase Order.
"Intellectual Property" means copyright, patents, trade marks, service marks, trade names, business names, designs and similar industrial, commercial and intellectual property throughout the world and any rights to apply for registration of any of them throughout the world.
“Privacy Policy and Terms of Service” means BodyGuide’s privacy policy and terms of service as current and displayed on company web site.
“Term” means the period set out in Schedule 2 or such other period as the parties may agree in writing.

"Customer"  is defined as the organisation engaging BodyGuide via purchase order.

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1. Services
1.1 Subject to any act, omission or direction of the Customer or any other matter beyond BodyGuide’s
control preventing it from doing so, Body Guide will provide the Services in accordance with the terms of this Agreement.
2.2 BodyGuide may suspend the provision of the Services if and for so long as the Customer fails to comply with its obligations to pay the fees as defined within the Purchase Order.

2. Fees
2.1 the Customer will pay fees as defined within the Purchase Order
2.2 Where payment of fees due has not occurred and the fees are overdue by greater than 60 days
BodyGuide may require the Customer to pay interest on the overdue payment at a rate equivalent to the
Federal Reserve rate at the time the fees were due.

3. Liability
3.1 To the extent permitted by law, BodyGuide will not be liable under this Agreement or in
connection with the Services for:
a) any claims, liabilities, loss, cost or expense the Customer may incur unless and to the
extent arising out of BodyGuide’s negligent performance of the Services or breach of its
obligations under this Agreement;
b) any claims, liabilities, loss, cost or expense  may incur to the extent to which
this has been caused or contributed to by the act, omission, negligence or breach of
this Agreement by the Customer or any third party or any other matter beyond BodyGuide’s
control; or
c) loss of profits, special damages, economic loss or consequential loss.
To the extent permitted by law, all conditions and warranties concerning the Services (whether as to
quality, outcome, fitness, care, skill or otherwise) expressed or implied by statute, common law, equity, trade, custom or usage or otherwise are expressly excluded.
Where the Customer is a consumer as defined under the Competition and Consumer Act 2010 (Cth),
BodyGuide’s liability for breach of any warranty or express or implied condition of this Agreement, to
the extent permitted by law, will be limited, at the option of BodyGuide, to:
the supplying of the Services again; or
the payment of the cost of having the Services supplied again.

4. Intellectual Property
4.1 From time to time either party may make Intellectual Property available to the other in connection with the Services. Each party hereby grants to the other a licence of that Intellectual Property, which licence:
(a) is non-exclusive, royalty-free and fully paid-up;
(b) continues only until termination of this Agreement;
(c) allows the use (including reproduction or adaptation) of the Intellectual Property, but only
as it directly relates to BodyGuide’s provision, and the Customer’s direct utilisation, of the Services for the purposes and in the manner contemplated by this Agreement; and

(d) conveys no proprietary interest or other rights than as set out in clause 4.1 in that
Intellectual Property to the other party.
4.2 Each party represents and warrants to the other that:
(a) it is the owner of, or is otherwise entitled to provide, the Intellectual Property it makes
available to the other pursuant to clause 4.1; and
(b) except to the extent notified to the other party at the time of making that Intellectual
Property available, that Intellectual Property is unencumbered.

4.3 Subject to clause 3, if a party is in breach of this clause 4, it indemnifies the other party for all
losses suffered or incurred by the other party in relation to that breach.
4.5 Each party remains entitled to use its Intellectual Property for any other purpose whatsoever.
4.6 If either party wishes to use the other's Intellectual Property for any purpose other than as
specified under clause 4.1(c), it may only do so if it obtains a written licence on terms agreed by
the other party.
4.7 Each party must provide the following assistance to the other party at the request of the other
party:
(a) take all necessary steps to protect the other party's Intellectual Property that is made
available to it under clause 4.1;
(b) give prompt notice of any infringement of that Intellectual Property that comes to its
attention or any allegations by third parties of infringement of their Intellectual
Property by that Intellectual Property; and
(c) at the cost of the party making Intellectual Property available, give that party all
assistance that it reasonably requires in order to protect that Intellectual Property.

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5. Confidential Information
5.1 Subject to clause 7.3, a party must not disclose or allow to be disclosed or use or allow to be used any confidential information of the other party except with the consent of that party.
Nothing in this clause is to be treated as prohibiting or restraining the disclosure of any information
concerning the Services which the party disclosing it can establish was in the public domain when it
was disclosed, and the parties agree to take no action to prohibit or prevent any such disclosure.
5.2 Where a party is required under this Agreement to maintain confidentiality with respect to any
information, it must take or cause to be taken all reasonable precautions to protect the confidentiality of that information.

6. BodyGuide’s Privacy Policy and Terms of Service will apply to and bind the parties, to the extent to which these do not contradict the provisions of this Agreement.

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7 Termination
7.1 This Agreement will expire upon the expiry of the Term unless it is
(a) extended by agreement in writing between the parties or
(b) terminated earlier in accordance with this Clause 7.
7.2 Either party may terminate this Agreement by giving 14 days notice in writing if the other:
(a) commits any dishonest or fraudulent act;
(b) behaves in a manner which in the reasonable opinion of the other might tend to adversely
affect the reputation or public image of the other;
(c) becomes bankrupt or subject to any form of bankruptcy or insolvency administration under
Chapter 5 of the Corporations Law (Commonwealth of Australia) or international
equivalent;
(d) breaches any of the covenants in clauses 6 or 7 of this Agreement; or
(e) breaches this Agreement and, having received notice in writing of that breach, fails to
remedy that breach within fourteen days of receipt of the notice.

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8. Indemnity and Insurance
8.1 The Customer indemnifies and will keep indemnified BodyGuide against all claims, liabilities, loss, cost and expense BodyGuide may incur arising out of a breach of any of the Customer's obligations under this Agreement, at law, or from BodyGuide's performance of the Services, except to the extent it has been caused or contributed to by the negligence of or breach of this Agreement by BodyGuide.
8.2 the Customer will at its own cost effect and maintain in full force and effect throughout the term of this Agreement with a suitable insurer public liability insurance and all other insurances for which it is appropriate or prudent to do so in respect of use of the Services by it or any person through it.
8.3 BodyGuide will at its own cost effect and maintain in full force and effect throughout the term of this Agreement with a suitable insurer public liability and professional indemnity insurance providing cover in respect of the Services.

9. Miscellaneous
9.1 Notices
Any notice given pursuant to this Agreement must be in writing and may be given by pre-paid post
addressed to the other party at the address in this Agreement or as subsequently notified in writing, or by hand delivery, or email.
9.2 Costs
Each party must bear its own legal costs of and incidental to this Agreement and the transactions
contemplated by this Agreement.
9.3 Severance
If the whole or any part of this Agreement is invalid, unenforceable, illegal, void or voidable for any
reason, this Agreement will be construed and be binding on the parties as if the invalid, unenforceable, illegal, void or voidable part had been deleted from this Agreement or read down to the extent necessary to overcome the difficulty.
9.4 Successors and assigns
This Agreement will be binding on and continue for the benefit of each party, its successors and
assigns.
9.5 Continuing obligations
The expiration or termination of this Agreement does not operate to terminate any of the continuing obligations under this Agreement and they will remain in full force and effect and binding on the party concerned.
9.6 Entire agreement
This Agreement is the entire agreement between the parties and supersedes all other communications, negotiations, arrangements and agreements between the parties whether oral or in writing in connection with the subject matter of this Agreement.
9.7 Variation
No variation of this Agreement will be legally binding on either party unless in writing and signed by both parties.
9.8 Applicable law
This Agreement is governed by and construed in accordance with the law of the State of Victoria and the Commonwealth of Australia and the parties irrevocably submit to the jurisdiction of the courts of that State and of the Commonwealth.