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BALANCE3 SERVICES AGREEMENT

Between Balance 3 Trust TRADING AS BALANCE3, ABN 26 583 530 109  (we or us) and you.

You wish to appoint us to provide you with the services that you have requested through the website found at www.balance3.com.au  (Website) or otherwise provided in a Quote/Invoice, and we agree to provide those services, in accordance with the terms and conditions set out below (Terms).

These Terms may be updated by us from time to time without notice. You should check this page regularly to take notice of any changes we may have made to the Terms, prior to placing any new order with us.

You acknowledge and agree that you have had sufficient chance to read and understand the Terms, and you agree to be bound by them.

1. Terms and conditions

1. All services are provided subject to these terms and conditions, which (together with the Quote ) sets out the entire understanding and agreement between us.

2. Fees and costs

1. In consideration for us providing the services, you must pay all fees, charges and costs set out in the Quote.
2. If you require any services that are not contained in the original Quote, or if there are elements of the services which require additional time, material or resources to be provided by us, including if there is a request for changes or further services after approval of a deliverable, then we will advise you of the additional services and additional fees required before providing you with the additional services.

3. Payment

1. Payment for services must be paid in full prior to commencement, unless otherwise agreed in writing.
2. If you have requested a Quote for our customised services, then this will be provided to you together with our invoice.
3. Our services will only commence after payment is received. However if we do commence work prior to receiving payment, this does not in any way prejudice our right to seek payment.

4. Timing

1. We will use reasonable commercial endeavours to deliver the services in accordance with any agreed timeframes, but we do not guarantee any timing estimates and we will not be in breach of our obligations if we fail to meet any such timelines.

5. Intellectual Property Rights

1. You acknowledge and agree that all Intellectual Property Rights in all working files and other documents provided by us in connection with the services vests in us on its creation. For the avoidance of doubt, this does not include your Background IP or any licences (such as image licences).
2. Upon full payment of our fees but subject to clause 5.4, we will assign to you all Intellectual Property Rights in the project, except in relation to any of our Background IP. In such case we have a perpetual, irrevocable licence to use the relevant project Intellectual Property Rights unless agreed otherwise in writing. For the avoidance of doubt, Intellectual Property Rights that we have agreed to transfer to you do not include any licences (such as image licences) or other Intellectual Property Rights that we are not able to assign.
3. Each party retains ownership of its Background IP and grants to the other party a non-exclusive, royalty-free licence as follows:
   (a) for us, to the extent necessary to enable us to provide the services, exercise our rights in accordance with the provisions of these terms and conditions and otherwise carry out our obligations under these terms and conditions, and
   (b) for you only for the purpose and scope of the project, unless otherwise agreed in writing.
4. If during the course of providing the services we develop, discover, or first reduce to practice a concept, product or process which is capable of being patented, then such concept, product or process will remain our property and you must not use or otherwise appropriate such property without first obtaining our written consent.

6. Warranties and liability

1. You warrant that all work and materials provided by you (including your Background IP) will be free and clear of all liens and encumbrances and may be lawfully used by us without infringing upon the rights of others including, and without limiting the generality of the foregoing, any copyright trade secret patent or trade mark rights of any third party.
2. You acknowledge that you have not relied on any advice, representation or warranty given by us in connection with the services that is not expressly stated in this document.
3. To the extent permitted by law, all warranties, conditions and representations by us are excluded. If a term is implied by law into this document and the law prohibits provisions in a contract excluding or modifying liability under that term, then it will be included this document. However, our liability for breach of such term will be limited, at our option, to one or more of the following:
   (a) the supply of the services again; or
   (b) the payment of the cost of having the services supplied again.
4. If you are not happy with our services, to the extent permitted by law we will not provide you with a refund, but supply you with the services again within reason, until you are satisfied with the services.
5. To the extent permitted by law, neither we nor any of our officers, employees, agents or related bodies corporate will be responsible or liable in any way (including for negligence) for any loss, damage, liability or costs incurred or sustained by you or claims made against you, and you agree not to make any claim against us, due to or arising out of our provision of the services.
6. Without limitation, we will under no circumstances be liable for any indirect or consequential losses, including loss of profits, loss of revenue and loss of business opportunity.