Cover Heading

Dates and Parties

DATED:	{$DATE}

BETWEEN:	{$CLIENT_NAME} ABN {$CLIENT_ABN} of {$CLIENT_ADDRESS}, Australia (the “Client");

AND:	Sky Discovery Pty Ltd ACN 609 289 214 of Level 29 Chifley Tower, 2 Chifley Square, Sydney NSW 2000, Australia (the “Contractor")

Terms & Conditions

The Appointment

The Client by this agreement (the “Agreement”) engages the Contractor to perform the services (the “Services”) for Project {$PROJECT_NAME} (the “Project”) described in Item One of the Schedule and the Contractor has agreed to perform the Services for the Client at the rates also set out in Item One. These rates will constitute the “Contractor’s Fees” on terms set out in this Agreement (see also Item Two of the Schedule).

This Agreement also grants to the Client: an end-user, non-exclusive, non-transferable, non-sublicensable, licence (the “Licence”) for use of the Relativity review platform hosted by the Contractor commencing on the Date of this Agreement until termination as provided in this Agreement, on and subject to all terms of this Agreement.

The Price, Payment and Variations

The Client has agreed to pay the Contractor the Contractor’s Fees pursuant to the conditions set out in Item Three of the Schedule.

In respect of the Contractor’s Fees, the Contractor will issue a tax invoice for the Services setting out the Services performed, the date they were performed and by whom. The tax invoice will also separately identify all expenses and any GST payable.

The tax invoice will be issued by the Contractor at least 30 days prior to the due date for payment of the Contractor’s Fees or any instalment thereof as so invoiced or the instalment (which is due) as set out in the tax invoice. Notwithstanding anything else the Client is not obliged to pay at the time set out in Item Three of the Schedule unless the Contractor has provided a tax invoice in proper form for the Contractor’s Fees or any instalment thereof.

The method of payment of the Contractor’s Fees is as set out in Item Four of the Schedule.

Equipment and Materials

The Contractor will provide or sub-contract all equipment and all materials as may be necessary to perform the Services other than the materials described in Item Five of the Schedule.

The Client agrees with the Contractor that the Client will pay for all the materials described in Item Five of the Schedule at the times set out in Item Three.

Time and Acceptance

While the Contractor shall endeavour to meet all reasonably proposed timelines, the Contractor will not guarantee completion of individual Service requests pursuant to Client proposed deadlines. If the Contractor foresees a possible issue with a proposed deadline the Contractor will contact the Client to discuss the best option for proceeding.

The Contractor reserves the right to refuse Service requests if it deems necessary.

If an event occurs that is beyond the reasonable control of the Contractor which prevents the Contractor from performing the Services pursuant to an agreed upon timeline, the Contractor will immediately notify the Client in writing with the details of the event and give an estimate of the time for completion of the Services and in those circumstances unless the Client may suffer material damage by such delay the Contractor will be entitled to a reasonable extension to complete the Services.

Where in any circumstances cause delay as per 4.3 if the Client is of the opinion that the delay may cause the Client loss or damage then the Client may by written notice to the Contractor terminate the Agreement in which event the Client has no obligation or liability to pay for any uncompleted Services but must pay for all Services completed up to the date of termination.

Variation to the Services

The Client may require a variation (the “Variation”) to the Services. Any request must be in writing setting out full details of such Variation. The Contractor will provide a quotation for performing the Services as varied noting which additional sum will be added to the Price if accepted by the Client. If the Client does not accept the quotation, the Contractor is not obliged to carry out the Variation.

The Client must pay for the Variation in the manner and at the time set out in the Contractor’s quotation.

Workplace Health and Safety

The Client must ensure that if the Services are to be performed on the Client’s property that at all times the property is safe and that all facilities provided by the Client to the Contractor for the purposes of enabling the Services to be performed are also safe.

The Contractor will ensure that at all times in performing the Services it uses safe and proper procedures and practices and that all its employees are properly trained and supervised and observe all proper safety practices. Where protective equipment, materials or clothing are required these will be provided by the Contractor and the Contractor will ensure that these are used at all relevant times.

Breach by Contractor

If the Contractor breaches any of its contractual obligations under the Agreement and fails to remedy that breach promptly and in any event within a reasonable time period, then the Client may by written notice to the Contractor terminate the Agreement.

Upon termination of the Agreement the Client must pay the Contractor for the Services actually done to that date (the date of termination).

Where the Contractor fails to perform the Services properly to the standard required in the Agreement then the Client is entitled to claim all damages, loss and compensation which directly are a consequence of the Contractor’s failure to perform the Services properly up to a maximum of the total amount of the Contractor’s Fees.

Breach by the Client

If the Client fails to pay the whole or any part of the Contractor’s Fees without reasonable and lawful excuse, the Contractor may at the Contractor’s absolute discretion:

suspend the performance of the Services until the Contractor’s Fees then outstanding are paid and/or;

serve a written notice on the Client requiring the outstanding amount of the Contractor’s Fees to be paid within 7 days and if not so paid by written notice terminate the Agreement and/or;

sue the Client for the outstanding Contractor’s Fees as a debt immediately due and owing.

Confidentiality, Security and Multi-Party Management

The Client undertakes to keep all information which the Client acquires from the Contractor or about the Contractor strictly private and confidential and must not disclose that information to any person without the Contractor’s prior written consent. Nothing in this clause prevents the Client from fully using and enjoying the Services.

The Contractor and its Sub-contractors (see also Section 12.1(d)) undertake to keep all information which the Contractor acquires from the Client or about the Client’s business strictly private and confidential and will not disclose that information to any person without the Client’s prior written consent. The Contractor will not use any such confidential information so acquired except for the proper purpose of performing and providing the Services. Invoices to the Client from The Contractor are not considered confidential information for the purposes of 9.2.

The Contractor reserves the right to disclose invoice details, including but not limited to: Fees, Client name, and Due dates, to third parties for debt factoring and other financial purposes.

The Contractor undertakes all security measures encompassed within its use of Amazon Web Services “AWS”. All data copied to AWS remains the property of the Client at all times and is not owned by AWS at any point. All data shall be held within Australian based servers with multi server redundancy. All access traffic shall be logged and all data shall be encrypted behind firewalled security.

Any credentials managed by the Contractor may be security locked due to a period of inactivity and can be unlocked upon request by the Client. Contractors Fees are not affected by security locks, and no fees are charged to unlock credentials.

Upon the signing of this Agreement, the Contractor shall complete the Multi-Party Engagement Check for all projects with cost proposals in excess of $10,000. For every new project that meets the required standard the Contractor shall check their register of active projects, if the Contractor is engaged by another party within the matter, the Contractor shall notify all Clients with the Multi-Party Management Policy implemented for the ongoing project. The requirements under Section 9.6 will not apply to projects proposed to be under the revenue threshold; however, upon a request in writing by the Client, the Contractor will perform the Multi-Party Engagement Check. Upon completion of the check, if the Contractor is engaged by multiple parties the Contractor will notify the parties with the Multi-Party Management Policy moving forward.

Intellectual Property

If the Services involve the creation of any intellectual property including any copyrightable materials or works then unless otherwise expressly agreed in writing or otherwise set out in the Schedule, the Parties acknowledge:

All information and intellectual property rights developed by the Contactor in performing the services under the Agreement which contain or are comprised in, or in any way use the Client’s confidential information, will belong to the Client. The Contractor assigns and agrees to assign all such intellectual property rights (including without limitation all future copyright) to the Client. The Contractor agrees to execute such further documents and do all such further acts and things as the Client may reasonably request in order to vest those rights in the Client.

If, in performing the services under the Agreement, the Contactor develops intellectual property rights which do not contain and are not comprised in or in any way use the Client’s confidential information, but which relate to the services provided by the Contractor (such as, but not limited to, systems, processes or software), such intellectual property rights will belong to the Contractor.

Notwithstanding clause 10.1, provided the Client has paid the Contractor’s Fees in full, the Client will have a perpetual non-exclusive licence to use the Contractor’s intellectual property but only to the extent that such use is reasonably necessary to enable the Client to enjoy the Services.

Subject to 10.2, where the Contractor uses the Contractor’s intellectual property to carry out or produce or deliver the Services, nothing herein gives the Client any interest, right or title in the Contractor’s intellectual property.

Where the Client provides access to the Contractor to the Client’s intellectual property, nothing in the Agreement gives the Contractor any interest in the Client’s intellectual property and the Contractor will only use the Client’s intellectual property for the proper performance of the Services.

Limitation and Exclusion of Warranty and Liability

The Contractor warrants to the Client that all the Services it performs will be fit for their intended purpose, will be capable of being used by the Client for their intended purpose and will perform in accordance within their applicable specifications (if any).

All Statutory Warranties that can be lawfully excluded are hereby expressly excluded.

The onus is on the Client to review all material, including discovery material provided by the Contractor before the material is passed to any third party. The Client is solely responsible for the content once it has been given to the Client, and the Contractor shall not be held liable for any loss incurred by the Client or any other party resulting from any confidential, inaccurate or any other type of information given to a third party after the Client has been given the material.

The Contractor shall not be held liable for any loss incurred as a result of a breach of any of the Client’s security services once any material has been given to the Client.

Whenever possible The Contractor suggests data to be transmitted via secure FTP or similar method. As per 11.4. The Contractor shall not be held liable for security breach of the Client’s network. As per the Australian government’s Protective Security Policy Framework for sensitive and classified information, Client data transferred via FTP or hand delivered to The Contractor is designated as ‘protected’ by the Contractor. Client data sent as email attachments is classified as ‘official: sensitive’ by the Contractor.

Save for the exception in 11.7. Where the Services are not of the kind ordinarily required for personal, domestic or household use or consumption then the liability of the Contractor is limited pursuant to s.64A of the Australian Consumer Law, being Schedule 2 of the Competition and Consumer Act 2010 (Cth) to, at the discretion of the Contractor:

the supplying of the Services again; or

the payment of the costs of having the Services supplied again.

Discovery requests must be made 48 hours prior to the time they are due. If the Contractor is required to produce discovery in under 48 hours the Contractor assumes no liability for any damages resulting from any faults in the discovery produced.

Sub Contracting

The Contractor may use sub-contractors to provide any of the Services. In such circumstances, it will be the responsibility of the Contractor to ensure that:

the sub-contractors so engaged are suitably qualified, hold all necessary licences, and are otherwise able to perform the Services in a proper and workman-like manner;

the sub-contractors so engaged do not by act or omission do or not do anything that would if done or not done by the Contractor be a breach any of the terms of this Agreement;

the sub-contractors so engaged have current or necessary insurances.

the sub-contractors are bound to the same confidentiality provisions set out in sub-section 9.2.

The Contractor is solely responsible for all fees payable to sub-contractors.

The limitations and exclusions of warranty and liability of the Contractor in this Agreement (Section 11) apply as if references to the Contractor included references to sub-contractors of the Contractor, so that:

In case of an exclusion, the exclusion also applies to any liability to the Client of any sub-contractor of the Contractor; and

In the case of a limitation, the aggregate liability of the Contractor and its sub-contractors to the Client is limited to the relevant amount.

As the sub-contractors of the Contractor are not parties to the Agreement, the benefit of the provisions of the clause is held by the Contractor both in its own right and as trustee for each sub-contractor of the Contractor.

Termination

Notwithstanding any other avenues for termination in this Agreement, the Client may unilaterally terminate the Agreement at any time before the conclusion of the Project provided the Client has given written notice to the Contractor.

Upon termination, a final monthly invoice for the Contractor’s Fees will be issued, and the Client agrees the invoice shall apply as Contractor’s fees.

Termination does not absolve the Client of their duties set out in clause 2 in relation to the final invoice, or any other unpaid invoice(s) at the time of termination.

Upon the conclusion of the Project, the Client acknowledges that the Contactor will maintain the client’s data for a maximum period of 90 days after which all data relating to the Project will be permanently deleted.

Upon the conclusion of the Project, the Client may direct the Contractor to delete all data before 90 days by making a request in writing to do so. Once the request is processed, all data relating to the Project will be permanently deleted.

Note that upon termination, any costs related to Archival requests will apply as Contractor’s Fees as cited in Item One, and an archive will not be provided until all outstanding invoices are paid in full.

Drafting Disadvantage

Nothing in this Agreement is to be construed to the disadvantage of a party because that party was responsible for the preparation of this Agreement or any relevant clause in this Agreement.

Execution Page

EXECUTED BY THE PARTIES on {$DATE} for Project {$PROJECT_NAME}

SIGNED BY {$CLIENT_NAME} ABN {$CLIENT_ABN}	Position: Print Name:

SIGNED BY Sky Discovery Pty Ltd ACN 609 289 214	Director Print Name: Jeffrey Jarrett And; Other Director Print Name: Anderson Hind

Schedule

Item One	Services

The Contractor will provide the Client the following Services (Hardcopy services, Collection, Processing, Review and Archiving) at the rates specified.

Hardcopy:

Service	Unit Type	Rate
Scanning A4 B&W	Page	$0.12
Scanning A4 Colour	Page	$0.15
Scanning A3 B&W	Page	$0.20
Scanning A3 Colour	Page	$0.25
Delimiting	Page	$0.10
Objective Coding	Document	$1.50
Pagination (Electronic stamping)	Page	$0.05
Pagination (Manual barcoding)	Page	$0.20
Optical Character Recognition	Page	$0.02
Printing A4 B&W	Page	$0.12
Printing A4 Colour	Page	$0.65
Printing A3 B&W	Page	$0.22
Printing A3 Colour	Page	$1.10
Colour Separator Sheet	Page	$0.05
Numbered Dividers	Set of 10	$4.50
Custom Dividers	Set of 5	$3.50
2-Hole Binder/Lever Arch Folder	Each	$8.00
Bureau Paralegal Document/Media Management	Hour	$80.00
Couriers	Delivery	At Cost

All Prices Exclude GST
*Prices subject to change

Collection:

Service	Unit Type	Rate
Forensic Collection	Hour	$450.00
Forensic collection consultancy and project management (includes advice to IT teams, data mapping, custodian questionnaires and project management of external IT collection or 3rd party data collection)	Hour	$450.00

Processing:
Processing to Relativity

Tranche Volume	Ingestion Rate (Per GB)	Export to Native (Per GB)	Export to PDF (Per Hour)
Any	$50.00 Waived*	Not Required	$195.00

All Prices Exclude GST

*The Processing Ingestion Per GB rate is waived for any non-ECA data volume that is hosted by the Contractor for a minimum of 3 months. If a volume of data is hosted by the Contractor for less than 3 months, the $50.00 Processing Ingestion Per GB fee will be applied to that data volume, and included in the next invoice.

Please note, a minimum 1 hour of Data Management charge applies to all processing tranches. Additional human time needed to process documents and for any additional time spent managing corrupt files or problematic data is billed at the Data Management rate of $195.00/hr.

Please also note that the volume of processed data will not always correlate directly with the volume of the data hosted. Some data sets will reduce due to the number of duplicates within the data set. Other types of data sets may expand, particularly if there is a large quantity of attachments within the data set. Thus, while most data sets will ultimately process into a smaller volume for hosting, occasionally the volume may expand.

Review:
Relativity Hosting

Service	Unit Type	Rate
Any	Per GB per calendar month (or a part thereof**)	$20.00
Any	Relativity Analytics	Included

All Prices Exclude GST
* Hosting volume is the sum of Natives, TIFF images, PDFs and SQL database file.
** Data hosted for 1 day within a calendar month will incur the same costs as data that is hosted for 30 days within a month.

Relativity Users & Analytics

Service	Unit Type	Rate
Relativity Users**	Per User per calendar month (or a part thereof*)	$190.00

All Prices Exclude GST
*The $190 User fee is per named user, per matter, per calendar month or any partial month thereof. If a user is active for one day during the calendar month the total user fee shall be $190 for that month. User fees are billed for the full calendar month regardless of how many days of said month are used. A user active for one day in a month and a user active for 20 days in a month are each billed the same $190 user fee. Likewise, a user commencing usage on the 30th of the month shall incur the same fee as a user commencing usage on the 1st of that month. The Contractor will work with each client to set up appropriate timetables for each of their projects, however it is to be noted that urgent user additions near the end of a calendar month will be billed the full $190 user fee for said month.
**Sharing a named user account amongst multiple people is prohibited.

Relativity Users & Analytics

Service	Unit Type	Rate
Data Management	Hour	$195.00
Project Management	Hour	$380.00
Consulting	Hour	$380.00
Director Consulting	Hour	$450.00

All Prices Exclude GST
General Descriptions of Consulting Services:

Data Management – Managing client data outside Relativity.
Examples include: working with MS Word and Excel files, manipulating or fixing content of industry load files, human time spent processing data (not machine time), and use of other standard tools to help organise data.

Project Management – Standard Project communications both internally and externally.
Examples include: phone calls & email, producing & reviewing standard reports, quality assurance, task management, high-level management of the Managed Document Review process (not managing the Review Team directly, see Managed Document Review table below), and addressing various other project needs (that do not fall under consulting).

Consulting – Any work done inside Relativity and advice around Relativity’s uses & features; and any derivation & execution of high end solution driven tasks using other platforms.
Examples include: Relativity training, Relativity based tasks, workflow creation, Aconex conversion, and advanced discovery production.

Director Consulting - In special circumstances that may have unique, non-standard, or highly specialised consulting needs; a Director can be made available to assist as required.

Managed Document Review

Service	Unit Type	Rate**
Document Review	Hour	$35.00
Document Review	Per Document	POA
Reviewer Project Management*	Hour	$65.00

All Prices Exclude GST
*Reviewer Project Management is undertaken by the Review Manager; any other high level Project Management & Consulting completed by Sky Discovery consultants is billed at the standard $380.00 rate.

**The hourly rate applies to standard business hours; a 50% surcharge is assigned to any hourly Managed Document Review work requested by the client to be done outside standard business hours.

Fixed-fee Tasks (not billed hourly)

Task*	Inclusion Guidelines	Unit Type	Rate
User Creation	Creation of user and welcome email	Per user	$50.00
Disable User	Disabled user or removing them from a case	Per user	$25.00
Processing Tranche Small Native	Up to 1 GB of documents sent through together as a tranche	Up to 1 GB	$250.00
Processing Tranche Small PDF	Up to 1 GB of documents sent through together as a tranche	Up to 1 GB	$350.00
Other Party Data Upload – Normal	Import of documents, text & metadata, multiple field mapping, custom field population, incremental build of indexes and sets, running of scripts	Up to 1 GB per tranche loadfile	$250.00
Other Party Data Upload – Large	Import of documents, text & metadata, multiple field mapping, custom field population, incremental build of indexes and sets, running of scripts	Volume 1-10 GB per tranche loadfile	$500.00
Discovery Export – Basic**	Exporting documents, no redactions, no placeholders, creating MDB or loadfile in level or flat structure	Per tranche (up to 1,000 documents)	$500.00
Discovery Export – Advanced**	Exporting documents, burning in redactions, adding OCR, creating placeholders, creating MDB	Per tranche (up to 1,000 documents or 20 redacted documents)	$1,000.00

Basic Printset Preparation (excluding Hardcopy costs)	No redactions, host date/date sort order.	Per task (up to 1,000 documents)	$500.00
Moderate Printset Prep (excluding Hardcopy costs)	With redactions, host date/date sort order.	Per task (up to 1,000 documents)	$750.00
Advanced Printset Prep (excluding Hardcopy costs)	Custom sort order or custom H/A inclusion, with or without redactions.	Per task (up to 1,000 documents)	$1,000.00
Archive - Relativity Backup Format***	File that can be restored to Relativity	Per archive (up to 100GB)	$900.00
Archive - Excel or Access backup format***	Underlying documents and limited metadata in a loadfile	Per archive	$600.00
Hyperlinking – Basic	Link to Relativity or to a file (not including page references and handling DocID typos)	Per document + per link	$100.00 + $0.50
Machine Foreign Language Translation	Fee to convert text from selected languages	Per document (up to 100kb of text each)	$2.00
Blackout Redaction	Automated Excel file Redaction & Redaction by searching (large volume discounts may apply)	Per document	$15.00
Machine Audio Transcription	Automated transcribing of selected languages	Per matter + per audio hour	$1,000.00 + $15.00
USB Stick	8 GB thumb drive	Each	$20.00
Hard Drive	External 500 GB hard drive	Each	$100.00

All Prices Exclude GST

*Sky will define standard scope on these tasks. Any customised work on any fixed fee items outside of Sky standard scope will incur additional hourly fees. This is at the discretion of Sky Discovery, and we will keep the client informed of these instances. Please note, any processing exceptions requiring manual processing, and/or rendering of excel document for printing prep incur hourly fees.

**Fixed fee rate for each discovery only includes the price for exporting documents. QA and subjective review of discovery set within Relativity is charged at hourly consulting rates.

***Fee includes cost of 1 hard drive.

Archiving:
Near-line (Users disabled and no data access, but can be restores within 24 hours)

Data Volume	Unit Type	Monthly Rate*
Any	GB	$5.00 per GB

All Prices Exclude GST

*per calendar month (or part thereof). Note, Near-line Archival rates apply to the following calendar month. An Archive request made the 5th of January is applied to fees accruing from the 1st of February. The entire month of January would be billed at the standard Hosting rates. Also, Standard Hosting rates will apply to the month a request is made for removal of documents from Archive. Therefore, if documents are removed from the Archive on March 24th, Standard Hosting rates will be applied to the entire month of March.

Item Two	CONTRACTOR’S FEES

The Contractor shall be entitled to be paid a total sum for services derived from the list of services and rates listed in “Item One” as Contractor Fees.

Item Three TIMES OF PAYMENT OF CONTRACTOR’S FEES

Within 30 days of receiving the Contractor's invoice. After 30 days, the balance of Contractor’s Fees shall be deemed Overdue.

Overdue invoices will incur a surcharge of 1.5% of the Contractor’s Fees per month. This surcharge will be applied to the following month’s invoice.

Once an invoice is more than 90 days Overdue, the Contractor reserves the right to turn off the Client’s Relativity access and cease performing Services for the Client. Standard data hosting rates will still apply on an ongoing monthly basis.

Item Four	METHOD OF PAYMENT

The Client and the Contractor have agreed to the following terms of payment:

The Client will pay the Contractor the Contractor’s Fees on a monthly basis subject to first receiving a Tax Invoice for those monthly payments.

Payment will be paid via direct bank transfer, or any other method agreed upon in writing by the parties, [details annexed here]: {$OTHER_BILLING_METHOD}.

Item Five	NON-STANDARD MATERIALS PAID BY CLIENT

None. (all materials and equipment used for this project will be paid for by the Contractor)

Project Communication Details

Sky Discovery Project Manager:	Name: {$SKY_DISCOVERY_PM} Position: {$PM_TITLE} Email: {$PM_EMAIL} Phone Number: {$PM_PHONE} Mobile: {$PM_MOBILE}
Sky Discovery Backup Project Manager:	Name: {$SKY_DISCOVERY_BACKUP_PM} Position: {$BACKUP_PM_TITLE} Email: {$BACKUP_PM_EMAIL} Phone Number: {$BACKUP_PM_PHONE} Mobile: {BACKUP_PM_MOBILE}
Authorised Client Lead Contact:	Name: {$LEAD_CONTACT_NAME} Position: {$LEAD_CONTACT_POSITION} Email: {$LEAD_CONTACT_EMAIL} Phone Number: {$LEAD_CONTACT_PHONE} Mobile: {$LEAD_CONTACT_MOBILE}
Authorised Client Financial Representative: Matter Billing Reference Number: {$BILLING_REF} CC Billing: {$CC_BILLING_EMAIL}	Name: {$FINANCE_CONTACT_NAME} Position: {$FINANCE_CONTACT_POSITION} Email: {$FINANCE_CONTACT_EMAIL} Phone Number: {$FINANCE_CONTACT_PHONE} Mobile: {$FINANCE_CONTACT_MOBILE}
Other Client Authorised Contacts*: *During urgent timeframes Sky Discovery will accept direction from any employee of the client, however it is best practice to keep an active register of ALL staff who will instruct us on this project. As such, kindly notify Sky Discovery with any additional Authorised Contacts as needed.	Name(s): {$OTHER_CONTACT_1}

Important information about your estimate.

Terms & Conditions

The Appointment

The Client by this agreement (the “Agreement”) engages the Contractor to perform the services (the “Services”) for Project PROJECT NAME (the “Project”) described in Item One of the Schedule and the Contractor has agreed to perform the Services for the Client at the rates also set out in Item One. These rates will constitute the “Contractor’s Fees” on terms set out in this Agreement (see also Item Two of the Schedule).

This Agreement also grants to the Client: an end-user, non-exclusive, non-transferable, non-sublicensable, licence (the “Licence”) for use of the Relativity review platform.

The Price, Payment and Variations

The Client has agreed to pay the Contractor the Contractor’s Fees pursuant to the conditions set out in Item Three of the Schedule.

The Tax Invoice will be issued by the Contractor at least 30 days prior to the due date for payment of the Contractor’s Fees or any instalment thereof as so invoiced or the instalment (which is due) as set out in the tax invoice. Notwithstanding anything else the Client is not obliged to pay at the time set out in Item Three of the Schedule unless the Contractor has provided a tax invoice in proper form for the Contractor’s Fees or any instalment thereof.

Equipment and Materials

The Contractor will provide or sub-contract all equipment and all materials as may be necessary to perform the Services other than the materials described in Item Five of the Schedule.

The Client agrees with the Contractor that the Client will pay for all the materials described in Item Five of the Schedule at the times set out in Item Three.

Time and Acceptance

While the Contractor shall endeavour to meet all reasonably proposed timelines, the Contractor will not guarantee completion of individual Service requests pursuant to Client proposed deadlines. If the Contractor foresees a possible issue with a proposed deadline the Contractor will contact the Client to discuss the best option for proceeding.

The Contractor may use sub-contractors to provide any of the Services. In such circumstances, it will be the responsibility of the Contractor to ensure that:

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