1. Definitions

In this Order:

GST Law has the meaning given to it in A New Tax System (Goods and Services Tax) Act 1999.

Insolvency Event means any of the following events occurring in relation to a party:

(a) a liquidator, receiver, receiver and manager, administrator, official manager or other controller (as defined in the Corporations Act), trustee or controlling trustee or similar official is appointed over any of the property or undertaking of the party;

(b) the party or the party’s property or undertaking becomes subject to a personal insolvency arrangement under part X Bankruptcy Act or a debt agreement under part IX Bankruptcy Act;

(c) the party is, or becomes unable to, pay its debts when they are due or is or becomes unable to pay its debts within the meaning of the Corporations Act, or is presumed to be insolvent under the Corporations Act;

(d) the party ceases to carry on business; or

(e) an application or order is made for the liquidation of the party or a resolution is passed or any steps are taken to liquidate or pass a resolution for the liquidation of the party, otherwise than for the purpose of an amalgamation or reconstruction.

Order means a purchase order issued by the Principal.

Supplier means the person or company stated in the purchase order.

Principal means the person or company stated in the purchase order.

2. Invoicing and payment

(a) The Principal will, subject to the terms of the Order, pay the Supplier the price specified in the Order. The price is inclusive of all delivery charges and all taxes. The  Supplier will invoice the Principal as specified in the Order.

(b) The Principal will pay all Tax Invoices (as this term is defined in the GST Law) rendered to the Principal by the Supplier under clause 6(a) at the end of the month following the month in which a Tax Invoice is received.

3. Termination

(a) The Principal may terminate the Order:

(i) immediately on written notice to the Supplier, if an Insolvency Event occurs in respect of the Supplier or if the Supplier breaches any term of the Order, including any of the warranties; or

(ii) on giving 28 days written notice to the Supplier.

(b) If the Principal terminates the Order in accordance and the goods have been manufactured in accordance with a specification provided by the Principal, the Supplier will be entitled to its reasonable costs incurred for the provision of the goods and services up to the date of termination provided that the Principal receives title to any materials or goods that are paid for in accordance with this clause.

(c) The Supplier may terminate the Order:

(i) immediately on written notice to the Principal, if an Insolvency Event occurs in respect of the Principal; or

(ii) immediately on written notice if, within 30 days after receipt of a notice given by the Supplier specifying the breach, the Principal has failed to remedy the breach.

(d) If the Suppler terminates the Order the Principal’s liability will be limited to the value of the services performed up to the date of termination.

4. Intellectual Property

(a) The Principal acknowledges that it has no rights of ownership in the Intellectual Property Rights subsisting in the material arising out of the Services created by the Supplier (whether created alone or jointly with any Imvelo Group Company or associate or its personnel).  All right, title and interest in or to such Intellectual Property Rights are the property of, and vest on creation within Imvelo.

(b) This excludes any Intellectual Property that the Principal brings as pre-existing to the scope of works.

5. Non-Compete

(a) At any time during the Term and for the period of 6 months from the end of the Term, unless approved in writing by Imvelo, the Principal shall not solicit, induce or endeavour to entice away from Imvelo any person who at any time during the Term is an employee, associate, contractor or client of any Imvelo Group Company.

(b) At any time during the Term and for the period of 12 months from the end of the Term, unless approved in writing by Imvelo, Contractor shall not, and shall ensure that the Key Person(s) does not, directly or indirectly perform any services of a type similar to the Services for the client.