3.6  Term

1. The Services will commence on the Commencement Date and will continue indefinitely until such time this Agreement is terminated. ‌
2. Either party may terminate this Agreement by giving one clear calendar month’s prior written notice to the other party.‌
3. Magnetic Alliance may terminate this Agreement immediately and without notice where the Client:
   • being an individual, becomes bankrupt; or
   • being an incorporated body, is placed under external administration or control; or
   • being an incorporated body, becomes insolvent or is otherwise unable to pay its debts as and when they become due.
4. Provisions of this document that are capable of having effect will survive its termination.‌
5. The expiry of termination of this Agreement will not affect or limit any accrued rights of the parties.‌

3.7 Indemnity ‌

1. The Client to the fullest extent permitted by law indemnifies Magnetic Alliance for any loss, damage, claims or liabilities (howsoever described and howsoever arising) directly or indirectly related to the behaviour or performance of the Client.
2. The Client hereby agrees to indemnify and hold harmless (i) Magnetic Alliance, (ii) any entity directly or indirectly controlling, controlled by, or under common control with, Magnetic Alliance, or any other affiliates of Magnetic Alliance or such entities (collectively “Magnetic Alliance Affiliates”), and (iii) the respective directors, officers, stockholders, agents and employees of Magnetic Alliance and such entities (collectively, “Indemnified Persons”), from and against all claims, liabilities, losses, damages, and expenses as incurred (including reasonable legal fees and disbursements of counsel and the costs of Magnetic Alliance professional time), joint or several (including actions or proceedings in respect thereof) (collectively “Losses”), relating to or arising out of: (i) the Services (including without limitation the provision of consulting and commercial services), or (ii) any transaction or matter which is related to the subject matter of the Services.
3. The Client to the fullest extent permitted by law indemnifies Magnetic Alliance for any claims of whatever description and howsoever arising made by a third party against the Client and/or Magnetic Alliance.
4. The Client to the fullest extent permitted by law indemnifies Magnetic Alliance for any breaches of any laws applicable in any jurisdiction in which the Services may be rendered.
5. If the Client is in default of this Agreement then the Client shall upon demand by Magnetic Alliance pay all reasonable costs of Magnetic Alliance (as between solicitor and own client and on a full indemnity basis) and expenses incurred in relation to remedying such default.
6. The Client acknowledges and agrees that its obligations hereunder shall be in addition to any rights that any Indemnified Person may have at law or otherwise.

3.8  Exclusion For Liability Or Loss‌

1. The Client agrees that, to the fullest extent permitted by the law, Magnetic Alliance will not be liable to the Client for or in connection with any loss of profit or other economic loss, direct, indirect or consequential loss, special general or other damages, or for damage to persons or property or for death or injury howsoever caused by Magnetic Alliance (including but not limited to any breach of warranty or contract or any common law duty such as negligence).
2. The Services are to be provided for the benefit of the Client only and for no other person or purpose. The Services are provided confidentially to the Client for the specific purpose to which the Services refer.
3. Any liability whatsoever (including negligence) that Magnetic Alliance has in connection with the Services shall be deemed to have been discharged at the expiration of 2 years from the completion of the Services and the Client is thereafter prohibited from commencing any action or making any claims against Magnetic Alliance in connection with the Services, unless the legal proceedings are issued and served upon Magnetic Alliance within that period.
4. The liability of Magnetic for breach of any term, condition or warranty implied by any law shall be limited, at the option of Magnetic, and to the extent permitted by law, to the replacement of the Services or a refund of any monies paid by the Client for the Services.

3.9  Insurance

The Client shall maintain with a reputable insurance company all necessary insurance policies relating to the Services and where applicable name Magnetic Alliance as an interested party in relation to such insurance.

3.10  Dispute Resolution‌

1. Each party acknowledges and agrees that it is in each party’s interest to minimize the likelihood of disputes.
2. Any claim which shall at any time hereafter arise between the parties shall be initially referred on notice by one party (Disputant) to the other party affected by such claim (Other Party).
3. The Disputant must give notice to the Other Party that the provisions of this cause are to apply to any claim.
4. The notice referred to in paragraph 2 above shall include a summary of the issues in dispute and notification of a time within a period of fourteen (14) days beginning four (4) days after the service of the notice, and a place in Adelaide at which the representatives of the parties are to meet to try to resolve the claim.
5. The representatives of the parties shall meet at the time and place specified in the notice to try to resolve the claim in good faith and shall, if necessary, continue to negotiate in good faith for two (2) consecutive business days unless they otherwise agree to reconvene.
6. The applicable rules to be applied will be those specified by the Institute or Arbitrators and Mediators Australia (available at www. Iama.org.au).
7. This clause shall not prevent any party from seeking urgent injunctive relief where necessary.

3.11  Warranty By The Client‌

1. The Client warrants that all information supplied to Magnetic Alliance is accurate.
2. The Client further warrants that they shall:
   • Provide Magnetic Alliance with all relevant information and documents relating to the Client’s requirements;
   • Obtain any necessary permit, license or other requisite approval from a third party;
   • Advise Magnetic Alliance in writing of any material fact which may affect the provision of the Services; and
   • Cooperate fully and act in good faith with Magnetic Alliance regarding the Services.

3.12  Security

To secure the payment of Magnetic Alliance’s Fees, the Client agrees to provide (or procure, as the case may be) the security set out in the Work Order.

3.13   Miscellaneous‌

1. (Events beyond the control of Magnetic Alliance)
   • Magnetic Alliance is not liable for not performing an obligation in whole or in part, or for not performing it on time, because of an event beyond its reasonable control.
   • The Client acknowledges that Magnetic Alliance in delivering the Services shall make certain suggestions and recommendations for the Client to consider. Those suggestions and recommendations are in no way a warranty as to the effectiveness of the same. The Client makes its own assessment as to the suitability of such recommendations and suggestions and implements the same (if not all) at its own risk in all things.
2. (Time is of the essence) Time is of the essence in relation to the Client’s obligation to make payment pursuant to this Agreement. Any failure to strictly comply (with or without written notice from Magnetic Alliance) shall entitle Magnetic Alliance to cancel or suspend any Services.
3. (Governing law) This Agreement will be governed and construed in all respects according to the laws of the State of South Australia and the Commonwealth of Australia. The parties agree to submit to the nonexclusive jurisdiction of the Courts of the same and federal courts situated within the said State. Any action shall be commenced in the registries of those courts in Adelaide.
4. (No authority) Each party hereto shall have no authority to act for or to assume any obligation or liability on behalf of the other party other than in accordance with the authority as expressly conferred by this Agreement.
5. (No waiver) No waiver of any prejudice agreement or of any of the terms hereof shall be effective unless such waiver is in writing and signed by the party hereto against whom such waiver is claimed. No waiver of any breach shall be deemed to be a waiver of any other subsequent breach.
6. (Variation) Any variation to this Agreement will be in writing and signed by the parties.
7. (No assignment) The Client shall not assign, transfer, novate or otherwise deal with its rights pursuant to this Agreement without the prior written consent of Magnetic Alliance.
8. (Severability) If any provision or part of a provision of this Agreement is held or found to be void, invalid or otherwise unenforceable (whether in respect of a particular party or generally), it will be deemed to be severed to the extent that it is void or to the extent of violability, invalidity or unenforceability, but the remainder of that provision will remain in full force and effect.

3.14  Definitions

In this Agreement:

1. Agreement means the contract between Magnetic Alliance and the Client for the supply of Services which includes the Work Order, the Special Terms and these General Terms.
2. Client means the entity referred to in the Schedule as the Client.
3. Commencement Date means the Commencement Date referred to in the Work Order.
4. Fee means the fee(s) and expenses set out in the Clause titled “Fees” (as may be varied from time to time in accordance with this Agreement).
5. Magnetic Alliance means Magnetic Alliance Pty Ltd ABN 36 154 033 502 trading as Magnetic Alliance.
6. Pricing means the Pricing set out in the Work Order.
7. Services means the services to be provided by Magnetic Alliance to the Client set out in the Work Order.
8. General Terms means the general terms of this Agreement that apply to all agreements between the Parties entered into in accordance with this Agreement, as are contained in Section 3 of the Agreement.
9. Intellectual Property Rights has the meaning prescribed to it in section 3.4 of this Agreement.
10. Special Terms means the special terms applicable to the Agreement relating to Offshore Staffing (section 4) , Recruitment (section 5) and/or Consulting and Commercial Services (section 6), as indicated in the Work Order.
11. Work Order means the work to be performed which sets out Services required, pricing, payment terms, security required and other matters relevant to the provision of the services under this Agreement. The Work Order may be attached to the Service Agreement, but will generally be communicated via email.

3.15  Interpretation‌

In this Agreement, unless something else is clearly intended:

1. headings have been inserted for guidance only and do not affect interpretation;
2. reference to a gender includes all genders as is appropriate in the context;
3. singular includes plural and vice versa;
4. reference to a person includes a person’s executors, administrators, successors and permitted assigns;
5. reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them;
6. where a party is more than one person each person is bound individually and jointly;
7. no rule resolving a doubt as to interpretation against the party preparing this document will apply;
8. reference to a statute includes its amendments and replacements and any regulations under it;
9. unless stated otherwise, one word or provision does not limit the effect of another;
10. where a word or phrase is given a particular meaning other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
11. specific provisions of this Agreement will not limit the interpretation of general provisions; and
12. a reference to this Agreement or a document forming part of this Agreement includes any variation, replacement, extension or renewal of this Agreement or the relevant document, as applicable.