Terms & Conditions

A The Psych Assistant is proudly a team of Virtual Assistants (VA’s) delivering high- quality, tailored professional services to meet the diverse needs of health professionals, psychologists, occupational therapists, speech therapists and more.

B The Psych Assistant VA’s are experienced in popular practice management software. The VA’s through The Psych Assistant are designed to assist in the Client’s business.

C The Client has agreed to engage The Psych Assistant to provide the VA Services Package to the Client, and The Psych Assistant has agreed to provide the VA Services Package to the Client on the terms of this Agreement.

D The Client agrees to pay The Psych Assistant the Fee and the Onboarding Fee as required by this Agreement and the parties agree that at all times The Psych Assistant maintains the full legal rights to the Intellectual Property and other benefits through the legal requirements set out in thisAgreement.

E This Agreement is intended to be legally binding and the parties agree to give effect to the arrangements contemplated by it.

Definitions

1.1 The following definitions apply in this Agreement unless the context requires otherwise:

APS Standards means the rules, codes, professional requirements, ethical

obligations and professional standards in relation to the Australian Psychological

Society and the profession.

Authorised Third Party Disclosee means any Representative of a Disclosee to

whom that Disclosee discloses Confidential Information in accordance with clause 8 .

Business Day means a day (other than a Saturday, Sunday or public holiday) when

banks in Melbourne, Victoria are open for business.

Charges means the invoiced amount of the Fee and the Onboarding Fee and

Expenses.

Claim means any claim, complaint, demand, proceeding, suit, litigation, action, cause

of action or other legal recourse (whether in contract, tort, under statute or otherwise).

Client means the client identified and set out in item 2 of the Schedule.

Commencement Date means the date that this Agreement commences as set out in

Item 1 of the Schedule.

Confidential Information means all information relating to a party, any customer,

clients, suppliers, distributors or joint venture partners, of the party and/or any of the

business or financial affairs of any of them, including:

(a) any information that is specifically designated by any of them as confidential;

(b) any information which, by its nature, may reasonably be regarded as

confidential;

(c) any information relating to any:

(I) agreements, arrangements or terms of trade with any existing or

prospective customers, clients, suppliers, distributors or joint venture

partners or other contractual counterparties;

(ii) customers, clients, suppliers, distributors, joint venture partners,

employees, technologies, products, services, proposals, market

opportunities, business or product development plans, pricing, financial

position or performance, capabilities, capacities, operations or

processes; or

(iii) Intellectual Property Rights, of any of them; and

(d) any note, calculation, conclusion, summary or other material derived or

produced partly or wholly from any such information.

Copyright Act means the Copyright Act 1968 (Cth).

Corporations Act means the Corporations Act 2001 (Cth).

Default Rate means a rate of interest which may be charged and become payable on any overdue Charges under the Services Agreement calculated at the amount of $25 AUD or the highest rate pretsecribed by Law, whichever is greater.

DDR Agreement means the direct debit agreement documents comprised of the Direct Debit Request (DDR) Form and Direct Debit Request Service Agreement (DDRSA).

Disclosee means, in respect of any particular Confidential Information, the Client

once it has received that Confidential Information (whether directly or indirectly) from

The Psych Assistant.

Discloser means, in respect of any particular Confidential Information, any party that

has disclosed or discloses that Confidential Information (whether directly or indirectly)

to another party.

End Date means the date that this Agreement ends and means that date set out in

Item 7 of the Schedule, or such other date as the parties may agree in writing, being

the date on or before which The Psych Assistant must complete the VA Services

Package in accordance with this Agreement .

Event of Default means any of the following on the part of the Client:

(a) committing any material or persistent breach of this Agreement ;

(b) repudiating or, or, in the reasonable opinion of The Psych Assistant, evincing an intention to repudiate, this Agreement ;

(c) misleading The Psych Assistant in any material way; and/or

(d) an Insolvency Event occurring in respect of the Client.

GDPR means General Data Protection Regulation, (GDPR) (EU) 2016/679.

Governmental Agency means any government or governmental, semi-

governmental, administrative, fiscal or judicial body, department, commission,

authority, tribunal, agency or entity whether foreign, federal, state, territorial or local.

GST has the same meaning given to that expression in the GST Law.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth), as in

force from time to time.

GST Law has the same meaning given to that expression in the GST Act.

Insolvency Event means, in respect of a party:

(a) where the party is an individual, that party commits an act of bankruptcy or is

declared bankrupt or insolvent or that party’s estate otherwise becomes liable

to be dealt with under any law relating to bankruptcy or insolvency;

(b) where the party is a company, a resolution is passed or court order made for

the winding up of that party or an administrator is appointed to that party

pursuant to any relevant law;

(c) a receiver or manager or receiver and manager is appointed to the assets or

undertaking of the party or any part thereof; or

(d) the party is otherwise unable to pay its debts as and when they fall due.

Input Tax Credit has the meaning given in the GST Law.

Intellectual Property Rights means patents, rights to inventions, copyright and

related rights, moral rights, trademarks and service marks, trade names and domain

names, rights in get-up, rights to goodwill or to sue for passing off or unfair

competition, rights in designs, rights in computer software, database rights, rights in

confidential information (including know-how, trade secrets and marketing secrets)

and any other intellectual property rights, in each case whether registered or

unregistered and including all applications (or rights to apply) for, and renewals or

extensions of, such rights and all similar or equivalent rights or forms of protection

which subsist or will subsist now or in the future in any part of the world.

Law means all laws relevant for the purposes of this Agreement, policies and

requirements imposed by a Governmental Agency and all laws relating to direct debit

payments, Privacy Act, regulations, by laws, legislation, professional standards,

codes of conduct, professional obligations, employment legislation, workplace health

and safety, laws relating to employment and APS Standards.

Losses means any loss, penalty, damage, debt, cost, charge, expense, fine,

outgoing, penalty, diminution in value, deficiency or other liability of any kind or

character (including legal and other professional fees and expenses on a full

indemnity basis) that a party pays, suffers or incurs or is liable for, including all:

(a) liabilities on account of Tax

(b) interest and other amounts payable to third parties;

(c) legal and other professional fees and expenses (on a full indemnity basis) and

other costs incurred in connection with investigating, defending or settling any

Claim, whether or not resulting in any liability; and

(d) all amounts paid in settlement of any Claim.

Moral Rights has the same meaning as that term has in Part IX of the Copyright Act.

Non-Solicitation Period means each period of time 3 months; 6 months; 1 month.

Onboarding Fee means the amount set out in Item 5 of the Schedule, plus all taxes

required by the GST Law.

Onboarding Fee Due Date means the date set out in Item 7 of the Schedule (Short Form).

Personal Information has the meaning given in the Privacy Act.

Pre Existing Materials means Intellectual Property Rights owned by the Client prior

to the Commencement Date.

Privacy Act means the Privacy Act 1998 (Cth).

Relevant IP means all Intellectual Property Rights that The Psych Assistant makes,

develops or conceives (whether alone or in conjunction with someone else, and

whether during or outside normal working hours) in the course of, or arising out of, the

provision of the VA Services Package and/or The Psych Assistant’s engagement with

the Client, including any Intellectual Property Rights so made, developed or

conceived:

(a) using the premises, resources or facilities of the Client or any of its customers,

clients or suppliers;

(b) in the course of, as a consequence of, or in relation to, the provision of the VA

Services Package by The Psych Assistant and/or the performance (whether

proper or improper) of The Psych Assistant’s duties and responsibilities to the

Client under this Agreement or otherwise;

(c) as a direct or indirect result of any person’s access to any Confidential

Information or Intellectual Property Rights of the Client or any of its customers,

clients or suppliers; or

(d) in respect of any of the products or services of the Client or any of its

customers, clients or suppliers, or any alterations, additions or methods of

making, using, marketing, selling or providing such products or services.

Representatives means, in respect of a person, the employees, officers, consultants,

agents and professional advisers of that person.

Schedule means the schedule to this Agreement.

Schedule (Short Form) means the schedule which is set out in the Short Form Services Agreement.

Services Agreement means together the Virtual Administration Service Agreement and the Short Form Services Agreement.

Short Form Services Agreement means the short form service agreement entered into between the Client and The Psych Assistant.

Stamp Duty means any stamp, transaction or registration duty or similar charge

imposed by any Governmental Agency and includes any interest, fine, penalty,

charge or other amount in respect of the above, but excludes any GST.

Start Date means the date when The Psych Assistant starts performing its

obligations under this Agreement.

Tax Acts means the Income Tax Assessment Act 1936 (Cth) and the Income Tax

Assessment Act 1997 (Cth).

Tax or Taxation means:

(a) any tax, levy, impost, deduction, charge, rate, compulsory loan, withholding or

duty by whatever name called, levied, imposed or assessed under the Tax

Acts or any other statute, ordinance or law by any Governmental Agency

(including profits tax, property tax, interest tax, income tax, tax related to

capital gains, tax related to the franking of dividends, bank account debits tax,

fringe benefits tax, sales tax, payroll tax, superannuation guarantee charge,

group or Pay as You Go withholding tax and land tax);

(b) unless the context otherwise requires, Stamp Duty and GST; and

(c) any interest, penalty, charge, fine or fee or other amount of any kind

assessed, charged or imposed on or in respect of the above.

Term means the term of the Services Agreement which is the period between the Commencement Date and the End Date, unless extended or terminated in accordance with these terms and conditions of agreement.

The Psych Assistant means The Psych Assistant Pty Ltd (ACN 658 989 836).

VA Services Package means the services that The Psych Assistant has agreed to provide to the Client under the terms of the Services Agreement as particularly described in in Item 2 of the Schedule (Short Form).

Virtual Administration Service Agreement means this agreement as entered into between the Client and The Psych Assistant.

Weekly VA Services Package Fee means the amount set out in Item 4 of the Schedule (Short Form), plus all taxes required by the GST Law.

Weekly VA Services Package Method of Payment means the method of payment as set out in Item 5 of the Schedule (Short Form).

Works means all programs and programming and literary, dramatic, musical and

artistic works within the meaning of the Copyright Act.

Interpretation

The following rules of interpretation apply in the Services Agreement unless the context requires otherwise:

(a) headings in the Services Agreement are for convenience only and do not affect its interpretation or construction;

(b) no rule of construction applies to the disadvantage of a party because the Services Agreement is prepared by (or on behalf of) that party;

(c) where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning;

(d) a reference to a document (including the Services Agreement ) is a reference to that document (including any schedules and annexures) as amended, consolidated, supplemented, novated or replaced;

(e) references to recitals, clauses, subclauses, paragraphs, annexures or schedules are references to recitals, clauses, subclauses, paragraphs, annexures and schedules of or to the Services Agreement ;

(f) in each schedule to the Services Agreement, a reference to an item is a reference to an item in that schedule;

(g) a reference to any statute, proclamation, rule, code, regulation or ordinance includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute, proclamation, rule, code, regulation or ordinance replacing it;

(h) an expression importing a natural person includes any individual, corporation or other body corporate, partnership, trust or association and any Governmental Agency and that person’s personal representatives, successors, permitted assigns, substitutes, executors and administrators;

(i) a reference to writing includes any communication sent by post, facsimile or email;

(j) a reference to time refers to time Victoria and time is of the essence;

(k) all monetary amounts are in Australian currency;

(l) a reference to a “liability” includes a present, prospective, future or contingent liability;

(m) the word “month” means calendar month and the word “year” means 12 calendar months;

(n) the meaning of general words is not limited by specific examples introduced by “include”, “includes”, “including”, “for example”, “in particular”, “such as” or similar expressions;

(o) a reference to a “party” is a reference to a party to the Services Agreement and a reference to a “third party” is a reference to a person that is not a party to the Services Agreement ;

(p) a reference to any thing is a reference to the whole and each part of it;

(q) a reference to a group of persons is a reference to all of them collectively and to each of them individually;

(r) words in the singular include the plural and vice versa; and

(s) a reference to one gender includes a reference to the other genders.

2.1 The Client hereby engages The Psych Assistant to provide the VA Services Package to the Client, and The Psych Assistant hereby accepts that engagement and agrees to provide the VA Services Package to the Client, in accordance with the terms of this Agreement.

2.2 As consideration for delivering the VA Services Package the Client must pay The Psych Assistant the Onboarding Fee at time of signing the Service Agreement; and the Weekly VA Services Fee by no later than the Payment Due Date and in accordance with this Agreement.

2.3 All payments required on the Payment Due Date are in addition to all other dates set out in the tax invoices issued to the Client by The Psych Assistant.

Commencement and duration

2.4 The Psych Assistant’s engagement with the Client will:

(a) commence on the Start Date; and

(b) continue indefinitely until the End Date unless terminated prior by The Psych Assistant by written notice.

2.5 The Client agrees that the period between the Commencement Date for a period that is not less than fifty (50 weeks) unless otherwise set out in this Agreement by calculation of that number of weeks between the Commencement Date and the End Date.

The parties agree that it is expected that the Client pays the Fee and Charges for the full fifty (50) week period even though this Agreement is not intended to be a lock in contract.

2.6 The parties agree that the Client will not receive any of the VA Services Package during a two (2) week period during the Christmas holidays.

2.7 This Agreement may be terminated by giving thirty (30) days written notice, but the Client must not cancel or take breaks in relation to the Services at any time between the Commencement Date and the End Date.

Nature of relationship

2.8 The Psych Assistant is an independent contractor of the Client and nothing in this Agreement constitutes a relationship of employer and employee, principal and agent, partnership or joint venture between the parties.

2.9 The Client agrees and acknowledges that The Psych Assistant enters into this Agreement on a non exclusive basis and that The Psych Assistant may enter into separate agreements with third parties and clients for The Psych Assistant to provide the VA Services Package with such third parties and clients.

Alteration of Services

2.10 Where The Psych Assistant or The Client wish to alter the VA Services Package, such as increasing or decreasing hours for a permanent or temporary period, the alterations must be provided in writing with 14 days notice.

2.11 The Psych Assistant is closed over the Christmas period for 2 weeks. The Client will be notified in advance of the Christmas closure dates. In addition the parties agree that the Psych Assistant is closed on Melbourne Public Holidays and cannot provide the VA Services Package on that date.

Standards and duties

3.1 The Psych Assistant must, in providing the VA Services Package, comply with the standards and duties of reasonable care and in compliance with the applicable standard at Law.

Backups

3.2 The Client must ensure, where relevant and in relation to any work related to the VA Services Package, that:

(a) full backups of related data and records are made on daily basis; and

(b) procedures for:

(i) the restoration of such backups;

(ii) the security, protection and preservation of all such backups; and

(iii) disaster recovery,

are established and implemented as are usual and customary for the operation of a business such as the Client’s business.

Preparation and Information

3.3 At all times the Client must provide information, assistance and preparatory work within the time requested by The Psych Assistant.

3.4 If the Client fails to provide information, assistance and preparatory work within the time requested by The Psych Assistant then the Fee and the Onboarding Fee will immediately become due and payable in full to The Psych Assistant.

Insurances

3.5 The Client must obtain all insurances in connection with this Agreement and the Client must provide all certificates of insurance to The Psych Assistant of such insurance held as at the Commencement Date, when required.

3.6 The Client must renew all insurances and obtain additional insurance if requested in writing to do so by The Psych Assistant in connection with this Agreement .

Client Requirements

The Client must at all times treat all staff of The Psych Assistant with courtesy and respect and the Client must ensure communication is made if the Client at any time has any concerns about the VA Services Package being provided.

Pricing

4.1 In consideration for the provision of the VA Services Package by The Psych Assistant, the Client will pay The Psych Assistant the Weekly VA Services Package Fee and the Onboarding Fee . The Weekly VA Services Package Fee may be charged more than once for the purposes of the Services Agreement . The The Weekly VA Services Package Fee must be paid in accordance with the DDR Agreement. Reimbursement of Expenses

4.2 The Client will pay all reasonable expenses properly and necessarily incurred by The Psych Assistant in the course of providing the VA Services Package, provided that The Psych Assistant provides the Client with acceptable documentation for the expenses incurred.

Direct Debit Payments

4.3 To the extent direct debit arrangements are entered into for the purposes of the payments required pursuant to the Services Agreement , then the parties must ensure:

(a) All Laws relating to direct debit payments have been and are complied with at all times;

(b) Direct Debit Request (DDR) forms are provided and signed in accordance with the applicable Laws; and

(c) DDR service agreements are provided and signed in accordance with the applicable Laws.

Timing of payments

5.1 The Client must pay to The Psych Assistant all Charges properly invoiced pursuant to this Agreement in full and before the date that is within seven days of each tax invoice issued to the Client.

5.2 The Client must pay all Charges, the Fee, the Onboarding Fee and all other amounts in connection with this Agreement:

(a) in accordance with the Method of Payment unless otherwise directed in writing to the Client by The Psych Assistant for a payment to be made; and

(b) into the nominated account as stated in the tax invoices issued to the Client by The Psych Assistant.

Weekly VA Services Package Method of Payment

5.3 All amounts to be paid by a party to another party under or in connection with the Services Agreement must be paid in cash or by way of bank cheque or electronic funds transfer into the account nominated by the other party.

No set-off or deduction

5.4 All amounts payable under or in connection with the Services Agreement must be paid without set-off, counterclaim, withholding, deduction or claim to a lien whatsoever, whether or not any such set-off, counterclaim, withholding, deduction or lien arises under the Services Agreement (unless otherwise required by law).

5.5 If a party is required by law to make a deduction or withholding in respect of any sum payable under or in connection with the Services Agreement to another party, it must, at the same time as the sum that is the subject of the deduction or withholding is payable, make a payment to the other party of such additional amount as is required to ensure that the net amount received by the other party will equal the full amount that

Default interest

5.7 If the Client fails to pay any sum payable by it under this Agreement to another party at the time and otherwise in the manner provided in this Agreement, it must pay a late payment fee of $25 per week or the Default Interest Rate, whichever is lesser. The Default Rate, calculated daily on the basis of a 365-day year and compounded monthly. Interest will accrue from day to day and will be payable on demand. The payment of interest by a party to another party in respect of any late payment under this clause 5.7 is in addition to any other remedies that the other party may have in respect of such late payment.

5.8 If a liability of a party to another party under this Agreement becomes merged in a judgement or order and the interest rate that applies under that judgement or order is lower than the Default Rate, that party must, as an independent obligation, pay to the other party, at the same time and in the same manner as the sum that is the subject of that judgement or order is to be paid, such additional interest on that sum as is required to ensure that the total amount of interest that the other party receives in respect of that liability is equal to the Default Rate.

5.9 The Client acknowledges In any dispute involving Charges owed to The Psych Assistant, The Psych Assistant is entitled to all amounts relating to costs of collection, enforcement and all reasonable legal fees.

Virtual Assistant

6.1 A virtual assistant from The Psych Assistant may be assigned to the Client for weekly clinical admin support to provide the VA Services Package or any part of it.

6.2 The parties agree that at all times The Psych Assistant has the right to change or replace the Virtual Assistant working on the Client’s account without notice.

6.3 The Psych Assistant may provide notice to the Client at the sole reasonable discretion of The Psych Assistant and the Client will be provided where possible with a replacement virtual assistant.

Performance of Tasks

6.4 The Psych Assistant’s tasks, information and suggestions will be based upon specific criteria provided and shall be performed in accordance with the reasonable requests of the Client.

6.5 The Client must ensure that all data, information and instructions provided are at all times in accordance with:

(a) all relevant and applicable Laws;

(b) clear, concise, instructions provided by the Client;

(c) accuracy, transparency and the requirements of The Psych Assistant and the virtual assistants performing the tasks.

Timing Requirements

6.6 At all times from the Commencement Date the Client must ensure it allows and accommodates the proper timing necessary for the tasks to be performed. This includes the following to be determined at the sole reasonable discretion of The Psych Assistant:

(a) a clinic of up to 15 appointments per week will require 3 hours of administration; and

(b) support to complete all of the tasks

1.2 The parties agree that determining whether or not the VA Services Package has been performed is at the sole discretion of The Psych Assistant to be determined reasonably.

Definitions regarding GST

7.1 In this clause 7:

(a) expressions that are not defined, but which have a defined meaning in the GST Law, have the same meaning as in the GST Law;

(b) any part of a supply that is treated as a separate supply for GST purposes (including attributing GST payable to tax periods) will be treated as a separate supply for the purposes of this clause; and

(c) any consideration that is specified to be inclusive of GST must not be taken into account in calculating the GST payable in relation to a supply for the purpose of this clause.

Consideration is exclusive of GST

7.2 Unless expressly stated otherwise, any sum payable, or amount used in the calculation of a sum payable, under the Services Agreement has been determined without regard to GST and must be increased on account of any GST payable under this clause.

Receiving Party to pay additional amount

7.3 If GST is imposed on any supply made under or in accordance with the Services Agreement , the recipient of the supply (Receiving Party) must pay to the supplier (Providing Party) an additional amount equal to the GST payable on the supply, subject to the Receiving Party receiving a valid tax invoice, or a document that the Commissioner will treat as a tax invoice, in respect of the supply at or before the time of payment. Payment of the additional amount will be made at the same time and in the same manner as payment for the supply is required to be made in accordance with the Services Agreement.

Fines, penalties and interest

7.4 The amount recoverable on account of GST under this clause by the Providing Party will include any fines, penalties, interest and other charges incurred as a consequence of any late payment or other default by the Receiving Party under this clause.

Reimbursement

7.5 If any party is required to pay, reimburse or indemnify another party for the whole or any part of any cost, expense, loss, liability or other amount that the other party has incurred or will incur in connection with the Services Agreement , the amount must be reduced by the amount for which the other party can claim an Input Tax Credit, partial Input Tax Credit or other similar offset.

Adjustment events

7.6 If, at any time, an adjustment event arises in respect of any supply made by a party under the Services Agreement , a corresponding adjustment must be made between the parties in respect of any amount paid to the Providing Party by the Receiving Party and payments to give effect to the adjustment must be made and the Providing Party must issue an adjustment note.

Confidentiality Obligation

8.1 Subject to clauses 8.3 and 8.4, a Disclosee must:

(a) keep all Confidential Information confidential;

(b) not use or exploit any Confidential Information in any way except in the proper performance of the VA Services Package in accordance with the Services Agreement ;

(c) not disclose or make available any Confidential Information in whole or in part to any third party;

(d) not copy, reduce to writing or otherwise record any Confidential Information except in the proper performance of the VA Services Package in accordance with the Services Agreement (and any such copies, reductions to writing and records will be the property of the Discloser); and

(e) ensure that any and all Authorised Third Party Disclosees:

(i) comply with the obligations in the Services Agreement as if each of them was a party to the Services Agreement in the place of the Disclosee; and

(ii) do not do, or omit to do, anything which, if done or omitted to be done by the Disclosee, would constitute a breach of the Services Agreement by the Disclosee.

8.2 The Disclosee shall be responsible for, and liable to the Discloser in respect of, the actions or omissions of any and all of its Authorised Third Party Disclosees in relation to the Confidential Information as if they were the actions or omissions of the Disclosee.

Exceptions

8.3 The Disclosee may disclose Confidential Information to those of its Representatives who have an actual need to know the Confidential Information but only in the proper provision of the VA Services Package and performance of its duties under the Services Agreement and provided that it informs such Representatives of the confidential nature of the Confidential Information before such disclosure.

8.4 Subject to clause 8.5, the obligations will not apply to any Confidential Information which (as shown by appropriate documentation and other evidence in the relevant Disclosee’s possession):

(a) was already known to the Disclosee on a non-confidential basis prior to the time of its first disclosure by the Discloser to the Disclosee, unless it came to be so known as a direct or indirect result of having been:

(i) unlawfully obtained by the Disclosee, whether from a third party or otherwise; or

(ii) received by the Disclosee from a third party that owed a confidentiality obligation to the Discloser in respect of that information at the time of such receipt, in circumstances in which the Disclosee knew, or ought reasonably to have known after due enquiry, that the third party owed that confidentiality obligation to the Discloser;

(b) is or becomes generally available to the public, unless it became so generally available as a direct or indirect result of having been disclosed by any person:

(i) in circumstances that constitute a breach of the Services Agreement by the Disclosee (for the avoidance of doubt, including any breach by the Disclosee of its obligations under clause 8.1(e) to ensure that its Authorised Third Party Disclosees comply with the obligations in the Services Agreement as if they were parties to the Services Agreement in the place of the Disclosee); or

(ii) that owed a confidentiality obligation to the Discloser in respect of that information at the time of such disclosure, in circumstances in which the Disclosee knew, or ought reasonably to have known after due enquiry, that the person owed that confidentiality obligation to the Discloser;

(c) is, after the time of its first disclosure by the Discloser to the Disclosee, lawfully received by the Disclosee from a third party and the Disclosee reasonably believed, after due enquiry, that the information was not so received as a direct or indirect result of a breach by any person of a confidentiality obligation owed to the Discloser;

(d) is required by law or court order to be disclosed, provided that the Disclosee must:

(i) promptly notify the Discloser in writing in advance of any such disclosure, if reasonably practicable; and

(ii) reasonably assist the Discloser in obtaining confidential treatment for, or avoiding or minimising such disclosure of, the relevant Confidential Information to the extent reasonably requested by the Discloser;

(e) is independently developed by the Disclosee without any direct or indirect use of, reference to, or reliance on any Confidential Information; or

(f) is authorised for release or use by the written pre-approval of the Discloser but only to the extent of such written pre-approval.

8.5 The exceptions in clause 8.4 shall not apply to any specific Confidential Information merely because it is included in more generally non-confidential information, nor to any specific combination of Confidential Information merely because individual elements, but not the combination, are included in non-confidential information.

Client Information

9.1 The parties agree that Client information, notes, documentation and opinions are the property and responsibility of the Client.

9.2 Whilst undertaking the proper performance of the VA Services Package The Psych Assistant may gather personal Client information for the purpose of undertaking administration tasks. The Psych Assistant agrees to comply with the Laws in relation to such information and the Services Agreement.

Personal Information

9.3 The parties acknowledge that in the course of the Services Agreement , Personal Information may be collected to enable the VA Services Package to be provided.

9.4 All notes taken in the course of the VA Services Package and all communications relating to VA Services Package may be records are stored electronically in the patient file on Halaxy or such other approved and suitable software and the parties must ensure all Laws are complied with insofar as relate to the collection, storage, use and all other matters insofar as relate to the Services Agreement , the Privacy Act and Personal Information requirements.

9.5 The Client must ensure all Laws are complied with including insofar as required to ensure The Psych Assistant has a general right to records, documents, data, files, information and other items insofar as to ensure obligations set out in the Services Agreement , the Privacy Act and applicable Laws pertaining to Personal Information requirements.

9.6 The Client must ensure all consents have been given in accordance with the obligations set out in any applicable Laws, data obligations, the Privacy Act and for all purposes required in connection with the VA Services Package and the Services Agreement .

9.7 The parties must ensure all Laws are complied with to ensure the proper performance of the Services Agreement insofar as relates to each of the Laws regarding data including (but not limited to) data storage, data maintenance and all other data obligations.

9.8 The Client must indemnify The Psych Assistant in relation to all Losses including insofar as relates to data, the Privacy Act and Personal Information including (but not limited to) each of the Losses which may arise as a result of dealing with any third party data or information.

GDPR Compliance

9.9 Both Parties hereby confirm that they are in full compliance with their respective obligations under the GDPR. Each Party will, if applicable, notify the other Party in a timely manner in the event of a data breach that involves the other Party’s data, or the data belonging to a third party if that third party data relates to any of the VA Services Package and the Services Agreement .

9.10 The parties agree to comply with the Privacy Act obligations and the requirements of The Psych Assistant’s privacy policy in the performance of the Services Agreement and the VA Services Package.

9.11 The Client acknowledges that:

(a) The Psych Assistant may at its sole discretion utilise overseas employees, agents, representatives and contractors. In such circumstances the Client agrees and authorises all overseas employees, agents, representatives and contractors to access Personal Information and all other data, information and material relating to the Client for the purposes of the Services Agreement . In the operation of this clause The Psych Assistant shall at all times seek to comply with all relevant Laws; and

(b) The Personal Information, data and all other forms of information in relation to the Client can be accessed from overseas locations in accordance with applicable Laws.

9.12 The Client must ensure it has all insurances and accepts all Losses in relation to these matters of Personal Information, data and all other forms of information in relation to the Client, the clients of the Client and the VA Services Package.

Non-disparagement

10.1 Subject to clause 10.2, on and from the date of the Services Agreement, each party must not:

(a) make, express, transmit, speak, write, verbalise or otherwise communicate in any way (directly or indirectly, in any capacity or manner) any remark, comment, message, information, declaration, communication or other statement of any kind (whether verbal, in writing, electronically transferred or otherwise) that might reasonably be construed to be critical of, or derogatory or negative towards, any other party or any Representative of any other party; or

(b) cause, further, assist, solicit, encourage or knowingly permit any other person to do so, or support or participate in any other person doing so, and must take all reasonable steps to prevent its Representatives from doing so.

10.2 Clause 10.1 shall not prohibit any party from making any statement or disclosure as required by law or court order, provided that such party must:

(a) promptly notify the other party in writing in advance of any such statement or disclosure, if reasonably practicable; and

(b) reasonably assist the other party in obtaining confidential treatment for, or avoiding or minimising the dissemination of, such statement or disclosure to the extent reasonably requested by any party.

Intellectual Property

11.1 The parties agree that all Relevant IP will be owned by, and vest in, The Psych Assistant except for the Pre Existing Materials.

Assignment

11.2 The Client hereby assigns, transfers and conveys to The Psych Assistant all current and future right, title and interest in all Relevant IP and acknowledges that all future Relevant IP will vest in The Psych Assistant on and from creation.

Client’s duty to assist The Psych Assistant

11.3 The Client must do anything necessary, including executing any documents, for the purpose of effecting, perfecting and/or protecting The Psych Assistant’s title to any Relevant IP, in Australia or in such other countries as The Psych Assistant may require at its discretion.

Permitted Use

11.4 The Client may not use or reproduce any Relevant IP or any other Intellectual Property Rights of The Psych Assistant or any of The Psych Assistant’s customers, clients or suppliers without The Psych Assistant’s prior written approval, except in the performance of its duties under the Services Agreement.

Moral rights

The Client consents to the doing of any acts, or making of any omissions, by The Psych Assistant or any of The Psych Assistant's employees, officers, contractors, agents, licensees or assigns that infringes its Moral Rights in any Works that constitute Relevant IP, including:

(a) not naming the Client as the author of a Work; or

(b) amending or modifying (whether by changing, adding to or deleting/removing) any part of a Work but only if the Client is not named as the author of the amended or modified Work, whether those acts or omissions occur before, on or after the date of the Services Agreement. The Client acknowledges that its consent pursuant to this clause 11.5 is genuinely given without duress of any kind and that it has been given the opportunity to seek legal advice on the effect of giving that consent.

The Psych Assistant warranty

12.1 The Psych Assistant warrants that it will perform VA Services Package to a high standard in accordance with relevant best practice where appropriate.

Client warranty

12.2 The Client warrants that:

(a) it holds and maintains at all times the fullest level of insurance with reputable insurers and that the level of cover and other terms of insurance will be reasonably acceptable to The Psych Assistant for the purposes of the Services Agreement and the VA Services Package;

(b) the Client must ensure at all times all Laws, the Privacy Act and the APS Standards are complied with all times by each of the parties from the Commencement Date;

(c) the Client has obtained legal advice before entering into the Services Agreement and the Client fully understands the Services Agreement and desire to be bound by it;

(d) the terms of the Services Agreement are at all times fair and reasonable.

Both Parties Warrant

1.2 The parties warrant that, at the date of entering into the Services Agreement no conflict of interest exists or is likely to arise in the performance of the obligations under the Services Agreement .

1.3 Each of the Parties acknowledge that it must ensure all Laws, ethical obligations and requirements are complied with insofar as required to lawfully perform their respective obligations in accordance with the Services Agreement .

Indemnity

13.1 The Client holds personal liability for, and hereby irrevocably indemnifies and covenants to hold The Psych Assistant harmless from and against, any and all Losses that may be suffered by The Psych Assistant and which arise, directly or indirectly, in connection with any breach of the Services Agreement , breach of any Laws and/or any negligent or other tortious conduct in the provision of the VA Services Package.

Indemnities continuing

13.2 Each indemnity contained in the Services Agreement is an additional, separate, independent and continuing obligation that survives the termination of the Services Agreement despite any settlement of account or other occurrence and remains in full force and effect until all money owing, contingently or otherwise, under the relevant indemnity has been paid in full and no one indemnity limits the generality of any other indemnity.

Limitation of liability

13.3 To the maximum extent permitted by law, The Psych Assistant and its Representatives expressly:

(a) (Disclaimer of warranties) disclaim all conditions, representations and warranties (whether express or implied, statutory or otherwise) in relation to the VA Services Package, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement. Without limitation to the foregoing, The Psych Assistant and its Representatives make no representation, and provide no warranty or guarantee, that:

(i) the Client will achieve any particular results from the provision of the VA Services Package;

(ii) any particular individuals will perform the VA Services Package on behalf of The Psych Assistant; or

(iii) the VA Services Package will be:

(a) compatible with any particular hardware, software, systems or data;

(b) error-free or that errors or defects will be corrected; or

(c) meet the Client's requirements or expectations; and

(b) (Limitation of liability) limit their aggregate liability in respect of any and all Claims for any Losses that the Client and/or any of its Representatives may bring against The Psych Assistant under the Services Agreement or otherwise in respect of the VA Services Package to the following remedies (the choice of which is to be at The Psych Assistant's sole discretion):

(i) re-supply of the VA Services Package;

(ii) payment of the costs of supply of the VA Services Package by a third party; or

(iii) the refund of any amounts paid by the Client to The Psych Assistant under the Services Agreement in respect to the VA Services Package, even if The Psych Assistant has been advised of the possibility of such Losses, and the Client acknowledges and agrees that The Psych Assistant holds the benefit of this clause 13.3 for itself and as agent and trustee for and on behalf of each of its Representatives.

Force majeure

13.4 To the maximum extent permitted by law, The Psych Assistant and its Representatives expressly exclude liability for any damage and/or delay in the performance of any obligation of The Psych Assistant under the Services Agreement where such damage or delay is caused by circumstances beyond the reasonable control of The Psych Assistant and The Psych Assistant shall be entitled to a reasonable extension of time for the performance of such obligations, and the Client acknowledges and agrees that The Psych Assistant holds the benefit of this clause 13.4 for itself and as agent and trustee for and on behalf of each of its Representatives.

Remedies for breach

13.5 Each party acknowledges and agrees that, in the event of any breach by the other party of the provisions of clause 8 (Confidentiality), clause 10 (Non-disparagement) or clause 15 (Non-solicitation), damages may not be an adequate remedy and the first-mentioned party may, in addition to any other remedies, obtain an injunction restraining any further violation by the other party and other equitable relief, without the necessity of showing actual damage and without any security being required, together with recovery of costs. Any Claims asserted by such other party against the first-mentioned party shall not constitute a defence in any such injunction action, application or motion.

Right For Terminating This Agreement

14.1 Either party may terminate the Services Agreement for any reason by providing 30 days notice in writing to the other party. The Psych Assistant may elect to continue to work on the VA Services Package until the final day of the notice period, unless another arrangement is agreed.

Termination for breach

14.2 The Psych Assistant may terminate the Services Agreement immediately by notice to the Client if an Event of Default occurs in respect of the Client.

14.3 If The Psych Assistant commits any material or persistent breach of the Services Agreement , the Client may (but is not obliged to) provide The Psych Assistant with a notice of breach in writing. If The Psych Assistant fails to remedy the breach within 20 Business Days after the date of its receipt of such notice, the Client may terminate the Services Agreement with immediate effect upon providing The Psych Assistant with a further notice of termination in writing.

Effect of termination

14.4 In the event of any termination of the Services Agreement , the Client will not have any liability to make any further payments to The Psych Assistant except that, if such termination takes effect part of the way through a particular fortnight of the VA Services Package, the Client will remain liable to pay the pro rata proportion of the Charges for that fortnight accrued prior to the date on which such termination takes effect, subject always to receipt of an appropriate invoice from The Psych Assistant.

Partially completed deliverables

14.5 Upon the cessation of The Psych Assistant’s engagement under the Services Agreement , subject to payment of all outstanding Charges by the Client in accordance with the terms of the Services Agreement , The Psych Assistant will deliver to the Client any and all partially completed deliverables that are included within the scope of the VA Services Package.

Ipso facto legislation

14..6 If any provision of the Services Agreement is otherwise unenforceable by virtue of the operation of the Treasury Laws Amendment (2017 Enterprise Incentives No. 2) Act 2017 (Cth), upon the occurrence of an Insolvency Event in respect of a particular party, notwithstanding any other provision of the Services Agreement , to the maximum extent permitted by law:

(a) time is of the essence in respect of all obligations of that party under the Services Agreement (whether falling due for performance before, upon or after the occurrence of that Insolvency Event); and

(b) any breach of the Services Agreement by that party (whether occurring before, upon or after the occurrence of that Insolvency Event), however minor, will (alone or, severally, in combination with the occurrence of that Insolvency Event) be deemed to be a material breach of the Services Agreement , and, if any such material breach has occurred or occurs, the parties acknowledge and agree that such provision will instead be enforceable by virtue of the occurrence of that material breach.

Accrued rights

14.7 Termination of the Services Agreement will not affect any rights or liabilities that the parties have accrued under it prior to such termination.

Survival

14.8 The obligations of the Client under the Services Agreement which remain outstanding will survive the termination of the Services Agreement .

15.1 During The Psych Assistant's engagement with the Client under the Services Agreement and for each Non-Solicitation Period thereafter, the Client must not, without The Psych Assistant's prior written consent (which The Psych Assistant may withhold or delay in its absolute discretion), directly or indirectly:

(a) (non-solicitation suppliers) interfere with or disrupt, or attempt to interfere with or disrupt, any relationship, whether contractual or otherwise, between The Psych Assistant and any of The Psych Assistant's suppliers, distributors or joint venture partners, or identified prospective suppliers, distributors or joint venture partners; or

(b) (non-solicitation of staff) induce, encourage or solicit any of The Psych Assistant's officers, employees, contractors or agents to cease their employment, engagement or agency with The Psych Assistant.

15.2 The Client acknowledges and agrees that:

(a) the restraints in clause 15.1 constitute several separate covenants and restraints consisting of each of clauses 15.1(a) and (b) combined with each separate Non-Solicitation Period severally;

(b) each of those separate covenants and restraints is a fair and reasonable restraint of trade that goes no further than is reasonably necessary to protect The Psych Assistant's goodwill and business;

(c) the Client has received substantial and valuable consideration for each of those separate covenants and restraints, including its receipt of the VA Services Package; and

(d) breach by the Client of any of those separate covenants and restraints would be unfair and calculated to damage The Psych Assistant's goodwill and business and would lead to substantial loss to The Psych Assistant.

15.3 The parties intend the covenants and restraints under clauses 15.1 to operate to the maximum extent. If any of those separate covenants and restraints would, in the absence of this clause 15.3, be void as unreasonable for the protection of the interests of The Psych Assistant but would not be so void if any part of the wording in this clause 15 was deleted or amended, the separate covenants and restraints will apply with the minimum modifications necessary to make them effective.

16.1 The parties agree that The Psych Assistant has discretion to subcontract all and/or any part of its obligations under the Agreement to subcontractors and also the parties agree that The Psych Assistant has discretion to engage employees to perform all or some of the VA Services Package.

16.2 The Client must not object to The Psych Assistant engaging subcontractors, employees and third parties in connection with the Services Agreement .

16.3 The Client agrees and acknowledges that The Psych Assistant may elect to provide the VA Services Package through the engagement of people from the Philippines or any other location in the world and whether or not such people are engaged as employee and/or contractor of The Psych Assistant.

16.4 The parties agree that the Client’s obligations under the Services Agreement continue despite the engagement of any subcontractor appointed by The Psych Assistant.

17.1 The parties agree that if and to the extent that there are inconsistencies between the provisions of the DDR Agreement and the Services Agreement, then the DDR Agreement shall prevail in respect of the obligations concerned.

17.2 The parties agree to take all actions necessary or advisable, as promptly as practicable after the discovery of such inconsistency, to amend the relevant clauses of the Services Agreements so as to eliminate such inconsistency in the future if any inconsistency shall arise between the DDR Agreement and the Services Agreements.

17.3 The parties agree that nothing in the Services Agreement is intended to contradict any of the requirements imposed by Laws relating to direct debit payments. At all times the parties must comply with the Laws including as those Laws relate to direct debit payments and the Services Agreements.

18.1 A notice given to a party under the Services Agreement must be:

(a) in writing in English;

(b) sent to the address or email address of the relevant party; and

(c) delivered/sent either:

(i) personally;

(ii) by commercial courier;

(iii) by post; or

(iv) by e-mail.

18.2 A notice is deemed to have been received:

(a) if delivered personally, at the time of delivery;

(b) if delivered by commercial courier, at the time of signature of the courier’s receipt;

(c) if sent by pre-paid post, 48 hours from the date of posting; or

(d) if sent by e-mail, 4 hours after the sent time (as recorded on the sender’s e-mail server), unless the sender receives a notice from the party’s email server or internet service provider that the message has not been delivered to the party, except that, if such deemed receipt is not within business hours (meaning 9:00 am to 5:30 pm on a Business Day), the notice will be deemed to have been received at the next commencement of business hours in the place of deemed receipt.

19.1 The parties agree that The Psych Assistant is not (and will not become) liable for any loss or damage of any kind however caused, suffered by the Client or any third party whether the Claim be in contract (including failure to abide by the terms of this contract) or for negligence or equity in connection with the Services Agreement and/or arising from the VA Services Package.

19.2 The Client will at all times after the Commencement Date indemnify The Psych Assistant against each loss or Claim suffered or incurred by The Psych Assistant where that loss or Claim arises as a result of or in connection with a breach of an obligation imposed on Client under the Services Agreement , by any neglect or lack of foresight by Client, beach of any Laws or otherwise by a breach of any legal obligation applicable to Client by applicable law or regulation.

Further assurances

1.1 Each party must (at its own expense, unless otherwise provided in the Services Agreement ) promptly execute and deliver all such documents, and do all such things, as any other party may from time to time reasonably require for the purpose of giving full effect to the provisions of the Services Agreement .

Third parties

1.2 This Agreement is made for the benefit of the parties to it and their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.

Costs

1.3 All costs and expenses in connection with the negotiation, preparation and execution of the Services Agreement , and any other agreements or documents entered into or signed pursuant to the Services Agreement , will be borne by the party that incurred the costs.

Entire agreement

1.4 This Agreement contains the entire understanding between the parties in relation to its subject matter and supersedes any previous arrangement, understanding or agreement relating to its subject matter. There are no express or implied conditions, warranties, promises, representations or obligations, written or oral, in relation to the Services Agreement other than those expressly stated in it or necessarily implied by statute.

Severability

1.5 If a provision of the Services Agreement is invalid or unenforceable in a jurisdiction: it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability; and

that fact does not affect the validity or enforceability of that provision in another jurisdiction, or the remaining provisions.

No waiver

1.6 No failure, delay, relaxation or indulgence by a party in exercising any power or right conferred upon it under the Services Agreement will operate as a waiver of that power or right. No single or partial exercise of any power or right precludes any other or future exercise of it, or the exercise of any other power or right under the Services Agreement.

Variation

1.7 This Agreement may not be varied except by written instrument executed by all of the parties.

Assignment

1.8 A party must not assign or otherwise transfer, create any charge, trust or other interest in, or otherwise deal in any other way with, any of its rights under the Services Agreement without the prior written consent of the other party.

Consumer Law Mandatory Text

1.9 Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:

(a) to cancel your service contract with us; and

(b) to a refund for the unused portion, or to compensation for its reduced value.

1.10 You are also entitled to be compensated for any other reasonably foreseeable loss or damage.

1.11 If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

Electronic Counterparts

1.12 This Agreement may be signed in any number of counterparts with the same effect as if the separate signatures or executions were on the same agreement.

1.13 The exchange of copies of the Services Agreement and of signature pages by electronic mail in “portable document format” (“.pdf”) form shall constitute effective execution and delivery of the Services Agreement as to the Parties and may be used in lieu of the original agreement for all purposes.

Governing law and jurisdiction

1.14 This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by, and shall be construed in accordance with, the laws of Victoria, Australia.

1.15 The parties irrevocably agree that the courts of Victoria, Australia have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Services Agreement or its subject matter or formation (including non-contractual disputes or claims).