Terms of service.

TERMS AND CONDITIONS FOR

SERVICE AGREEMENT

This Agreement is made

Between: South Coast Social Skills Pty Ltd ACN 658 209 682 of 22 Railway Terrace, Scarborough, NSW 2515 Australia (SCSS)

And: The CUSTOMER (You)

RECITALS:

A. The Customer has requested SCSS to supply the Services described under the heading “Description of Services” in the Service Agreement.

B. The terms and conditions set out below and the Service Agreement are to be taken as one document and constitute the Agreement.

C. SCSS has agreed to supply the Services to the Customer on the terms and conditions set out in this Agreement.

D. The Customer accepts the Services to be supplied by SCSS on the terms and conditions set out in this Agreement.

OPERATIVE PROVISIONS

1 Defined terms& interpretation

1.1 Defined terms

In this Agreement:

(a) Agreementmeans this agreement between SCSS and the Customer for the supply of the Services.

(b) Business Day means a day that is not aSaturday, Sunday or public holiday in the place where the Services by SCSS to the Customer are principally being carried out.

(c) Claimmeans a claim, right, charge, action, proceeding, damage, Loss, penalty, fine, verdict, judgment, interest, cost, expense, liability, demandand cause of action (whether based in contract, tort or statute) of any kind and whether or not prospective or contingent, present or future, fixed or unascertained, actual or contingent, known or unknown.

(d) Commencement Date means the date of the Service Agreement.

(e) Confidential Information means confidential information of either SCSS or the Customer and includes without limitation, whether or not reduced to writing and whether or not considered alone or incorporating any other Confidential Information:

(i) is identified as confidential or ought to have been known to be confidential;

(ii) any information developed by SCSS during the term of this Agreement;

(iii) information, data, documentation, prepared by SCSS; and

(iv) a trade secret, information, idea, concept, know-how, technology, process and knowledge which is confidential or of a sensitive nature,

but does not include anything in the public domain or anything lawfully received from a third party that had the unrestrictedlegal right to disclose that information free from any obligation to keep it confidential.

(f) Facilitiesincludes the use of working space, computer equipment, access to the internet and any other equipment or other resources to the extent required by SCSS in order to perform the Services.

(g) Feesmeans the fees payable by the Customer to SCSS for the Services as set out in the Service Agreement or as otherwise varied in accordance with clause 4.6.

(h) GSTand GST lawhave the same meaning as they have in the GST legislation except that "GST law" also includes all applicablerulings.

(i) GST Legislationmeans the A New Tax System (Goods and Services Tax) Act1999 and any related tax imposition act (whether imposing tax as a duty of customs excise or otherwise) and includes any legislation which is enacted to validate recapture or recoup the tax imposed by any of such acts.

(j) Insolvency Event means any event of insolvency, winding up or bankruptcy, including but not limited to the appointment of adminstrators, external receivers and managers or liquidators, or anything analogous to or having a substantially similar effect to any of these events specified.

(k) Loss or Losses means all losses including financial losses, damages, legal costs and other expenses of any nature whatsoever.

(l) NDISmeans the National Disability Insurance Scheme of the Australian Government.

(m) Partiesmeans SCSS and the Customer, and Party means either of them.

(n) Servicesmeans the supply of education and special needsservices as outlined in the Service Agreement under the heading “Description of Services”.

(o) Specificationsmeans the timing, duration, location, type of education and receipient/s for every request for the Services as agreed between the parties in writing from time to time.

(p) Termmeans a period commencing from the Commencement Date until the Services are completed.

1.2 Interpretation

In this Agreement, unless the contrary intention appears:

(a) words or expressions used in this Agreement, which are defined in the A New Tax System (Goods and Services Tax) Act 1999(Cth.) have the same meaning in this Agreement;

(b) headings are for ease of reference and do not affect the meaning of this Agreement;

(d) other grammatical forms of defined words have corresponding meanings;

(e) a reference to the reference table or to a clause, paragraph, schedule or annexure is to the reference table in, a clause or paragraph of, or a schedule or annexure to, this Agreement;

(f) a reference to this Agreement includes the reference table and any other schedule or annexure;

(g) a reference to this Agreement or any other Agreement includes a reference to it as novated, altered or replaced;

(h) a reference to anything is a reference to the whole and each part of it;

(i) a reference to a Party includes a reference to that Party's executors, administrators, successors and permitted assigns;

(j) a reference to writing includes email;

(k) words importing natural persons include partnerships, bodies corporate, associations, governments and governmental and local authorities and agencies;

(l) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(m) an agreement, representation or warranty in favour of two or more persons is in favour of them jointly and severally;

(n) an agreement, representation or warranty made by two or more persons binds them jointly and severally; and

(o) to the extent there is an inconsistency between the terms of this Agreement and any documents contained in a schedule, the term of this Agreement are to prevail.

2 Services

2.1 SCSS will provide the Services to the Customer in consideration for the Customer paying the Fees, subject to the provisions of this Agreement.

2.2 With each request for Services, the Customer must submit the Specifications for approval by SCSS.

2.3 SCSS may accept, reject or require variations to the Specifications at its absolute discretion.

2.4 The Services to be performed as agreed by the Parties are set out in the Specifications as accepted by SCSS.

2.5 SCSS may cancel all or part of the Services set out in any Specifications with prior notice. SCSS will endeavour to provide at least 24 hours notice of the cancellation, and will work with the Customer to reschedule the cancelled Services.

2.6 The Customer may cancel the Services set out in any Specifications with 2 days notice prior to the date for the Services set out in the Specifications.

2.7 The Services will be performed by personnel, employees or agents that SCSS may choose as most appropriate to carry out the Services which may change from time to time.

2.8 In supplying the Services to the Customer, SCSS warrants and undertakes that:

(a) it will provide the Services with reasonable care and skill and in a timely and professional manner, with the highest of ethical standards; and

(b) it will only engage in the supply of the Services personnel, employees and contractors who are appropriately skilled and experienced in delivery of the Services.

3 Term

3.1 Subject to the terms hereof, this Agreement continues for the Term.

4 Fees and payment

4.1 In consideration of SCSS supplying the Services, the Customer will pay SCSS the Fees.

4.2 Where SCSS charges its Fees at an hourly rate, the Customer acknowledges the full hour is payable for any part hour.

4.3 SCSS will provide the Customer with a tax invoice in accordance with GST Law in relation to the Fees.

4.4 Payment will be made by the Customer to SCSS within fourteen (14) days after receiving SCSS’s invoice or as otherwise agreed between the parties.

4.5 The Customer is required to pay for any NDIS self-managed or privately funded portion of the Fees in accordance with clause 4.4 and will immediately notify SCSS of any suspected delays.

4.6 SCSS may vary the Fees during the term of this Agreement with written notice to the Customer 14 days prior to the change being implemented.

4.7 If the Customer does not make a payment by the date stated in an invoice or as otherwise provided for in the Agreement, SCSS is entitled to do any or all of the following:

(a) require the Customer to pay, in advance, for any Services (or any part of the Services) which have not yet been performed; and

(b) not perform any further Services (or any part of the Services) until such time as all outstandingFeesare paid.

4.8 If an invoice or part of an invoice is disputed, the Customer must pay the full invoice without set-offany disputed amounts when the amount payable is agreed and determined will be credited to the Customer.

5 The Customer’s Obligations

5.1 During the Term and performance of the Services the Customer will:

(a) comply with any of its obligations set out in the Specifications;

(b) co-operate with SCSS as SCSS reasonably requires;

(d) retain proper records of all information relating to this Agreement and the Services and ensure such records are available for inspection by SCSS at all times;

(e) make available to SCSS such Facilities as SCSS reasonably requires;

(f) ensure that the Customer’s staff and agents cooperate with and assist SCSS in providing the Services;

(g) not charge for SCSS’s use of the Facilities made available by the Customer.

5.2 If the Customer does not provide the Facilities that SCSS reasonably requires to perform the Services, then any additional costs and expenses which are reasonably incurred by SCSS will be paid by the Customer.

6 Warranties Indemnity and Release

6.1 Subject to any express warranties in this Agreement but otherwise to the maxiumum extent permitted by law, SCSS excludes all warranties, conditions and representations in whatever form, express or implied, relating to the Services, including any warranties or representations relating to performance, quality, fitness for use or the security and operation of the Services or that any result or objective can or will be achieved or attained at all or by a particular date in the performance of Services, whether stated in this Agreement, the Specifications or elsewhere.

6.2 The Customer irrevocably and unconditionally indemnifies SCSS and each of its officers, agents, subcontractors and employees from and against any and all Claims which may at any time be made, claimed or incurred arising out of or in any way connected with or related to:

(a) any breach of this Agreement by the Customer; and

(b) any act, omission, default or negligence of the Customer, its officers, employees, contractors or agentsin connection with the supply of the Services,

except to the extent caused or contributed by any default of this Agreement by SCSS.

6.3 The Customer releases and holds SCSS and each of its officers, agents, subcontractors, personnel and employees forever harmless from and against any and all Claims which may at any time be made, claimed or incurred arising out of or in any way connected with or related to the supply of the Services, except to the extent caused or contributed by any default of this Agreement by SCSS.

6.4 To the maximum extent permitted by law:

(a) SCSS is not liable or responsible for:

(i) any Loss or damage resulting from any action, omission or negligence on the part of SCSS, or the employees, contractors or agents of SCSS in relation to any Loss and/or damage, arising out of or in connection with the supply of the Services;

(ii) any punitive, incidental, economic, special, consequential, direct or indirect Loss and damage incurred by the Customer, including buy not limited to any any direct or indirect Losses of actual or anticipated profits, any direct or indirect Losses of actual or anticipated income and any data, use, good-will, or other intangible Losses.

(b) the aggregate liability of SCSS under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise must not exceed the Fees paid by the Customer to SCSS in the last 12 months under this Agreement;

(c) in the event of a breach of an implied guarantee, condition or warranty which cannot by law be excludedor modified, including any guarantee, condition or warranty implied by the Competition and Consumer Act 2010(Cth), SCSS’ liability will at SCSS’ option be limited to the resupply or the cost of resupply of the Services

7 Goods and ServicesTax

7.1 The Customer acknowledges that the Fees are exclusive of any GST that may be charged by SCSS to the Customer, and therefore, SCSS will be entitled to add on GST.

7.2 Despite the other provisions of this Agreement, if SCSS is or becomes liable to pay GST in respect of any supply:

(a) the price for that supply is exclusive of GST rate applicable at the time of the supply;

(b) the Customer must pay an additional amount for GST, as reasonably calculated by SCSS, at the same time and in the same way as SCSS must pay the price for the Services;

8 Confidential Information

8.1 Each Partyagrees and undertakes:

(a) to keep the ConfidentialInformation secret and confidential; and

(b) not to disclose any Confidential Information to any third party without the prior written consentof the other Party; and

(c) to ensure that its personnel, employees and contractors are aware of and observe the provisions of this clause, both during the subsistence of this agreement and thereafter

8.2 Each Party must return where possible, or otherwise destroy, all Confidential Information belonging to the other Party, to the other Party immediately upon termination of this Agreement.

8.3 Notwithstanding the other provisions of this clause 8, Confidential Information may be disclosed where its disclosure is required to comply with any applicable law, or any requirement of any regulatory body (including any relevant stock exchange).

9 Privacy

9.1 To the extent that any personal information is collected in connection with the supply or receipt of the Services, each Party must comply with the Privacy Act 1988(Cth) in connection with the with the collection, use, handling, disclosure, quality, security of and access to personal information that the Party holds.

10 Termination

10.1 Either Party (the terminating Party) may terminate this Agreement by giving 14 days’ notice in writing to the other (the other Party) in the event that:

(a) the other Party commits a breach of this Agreement, which is not capable of remedy;

(b) the other Party breaches this Agreement, where such breach is capable of remedy and that breach continues for a period of seven days after service by the terminating Party upon the other Party of a written notice specifying the breach and requiring its rectification;

10.2 Upon termination of this Agreement any fees, expenses or reimbursements payable by the Customer to SCSS in respect of any period prior to the termination must be paid by the Customer within fourteen (14) days after the termination.

10.3 Either Party may terminate this agreement for any reason by giving thirty (30) days written notice to the other Party.

11 Dispute Resolution

11.1 SCSS will endeavour to work with the Customer to resolve any dispute and consider any Customer feedback.

11.2 If a dispute or unresolved claim between the parties arises out of or in connection with this Agreement (the “Dispute”):

(a) the Party claiming that a Dispute has arisen must provide the other Party with written details of that Party’s claim; and

(b) within 5 Business Days after receiving notice of the Dispute Notice, the Parties must meet to resolve the dispute.

11.3 Each Party will be represented by a person having authority to agree to such resolution or methods.

11.4 All aspects of the meetings will be confidential and without prejudice to the Parties’ rights, obligations and liabilities

11.5 If the Parties do not resolve the dispute within 20 Business Days (or such longer period the Parties may agree in writing) after the Dispute Notice, then either Party may initiate court proceedings in relation to the dispute

11.6 Despite the existence of a Dipsute, each Party must continue to perform its oblgations under this Agreement unless those obligations are the subject of the Dispute.

12 Other matters

12.1 No employment

Notwithstanding any other provision of this Agreement, the Parties agree that SCSSis an independent contractor of the Customer and nothing contained or implied in this Agreement:

(a) constitutes or is to be taken as constituting that SCSSis an employee, officer, servant, partner, agent or legal representative of the Customerfor any purpose whatsoever; or

(b) creates or is taken to be creating any employment agreement, partnership or trust between the Customerand SCSS.

12.2 Further assurances

The Parties must do all things reasonably necessary to:

(a) bind the Parties under this Agreement;

(b) allow the Parties to exercise rights under this Agreement; and

12.3 Governing law

This Agreement is governed by the law applicable in New South Wales and each Party submits to the non-exclusive jurisdiction of the courts having jurisdiction in the New South Wales.

12.4 Amendment

This Agreement may only be amended in writing signed by duly authorised representatives of the Parties.

12.5 Notices

(a) A notice must be signed by or on behalf of the Party giving it, addressed to the Party to whom it is to be given and delivered to that Party's address, sent by mail to that Party's address or sent by email to that Party’s nominated email address.

(b) A notice given to a Party in accordance with this clause is treated as having been given and received if delivered, on the day of delivery if delivered before 5.00pm on a Business Day, otherwise on the next Business Day; if sent by pre-paid mail, on the third Business Day after posting; if sent by email (and the sender has not received an automatic notification that the email has not been received (other than an out of office greeting for the named addressee), on the day of delivery if delivered before 5.00pm on a Business Day, otherwise on the next Business Day.

12.6 No Assignment

The Parties may not assign this Agreement or a right under this Agreement with the prior written consent of the other Party.

12.7 Severance

If any provisions of this Agreement or its application to any person or circumstances is or becomes invalid, illegal or unenforceable the provisions will so far as possible be read down to such extent as may be necessary to ensure that it is not illegal, invalid or unenforceable. If any provision or part of it cannot be so read down the provision or part of it will be deemed to be void and severable and the remaining provisions of this Agreement will not in any way be affected or impaired.

12.8 Waiver

The failure, delay, relaxation or indulgence on the part of any Party in exercising any power or right given to that Party under this Agreement does not operate as a waiver of that power or right, nor does any single exercise of a power or right preclude any other further exercise of it or the exercise of any other power or right under this Agreement. A power or right may only be waived in writing, signed by the Party to be bound by the waiver.

12.9 Entire Agreement

This Agreement constitutes the entire agreement between the Parties in relation to the subject matter of this Agreement. Any prior arrangements, agreements, representations or undertakings are superseded and each Party acknowledges that it has not relied on any arrangement, agreement, representation or understanding which is not expressly set out in this Agreement.

12.10 Counterparts

This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts. Each counterpart constitutes an original of this Agreement, all of which together constitute one agreement. Upon execution a Party will be bound by its obligations under this Agreement notwithstanding that it has not been countersigned.

1.1 No Merger on Completion

The obligation of the parties hereto which are capable of remaining in force and effect after completion of this Agreement shall remain in full force and effect notwithstanding such completion.

1.2 Noreliance

No Party has relied on any statement by any other Party which has not been expressly included in this Agreement.