Terms and Conditions

Negotiations Problem Solvers Website Terms and Conditions of Use​

 

1. About the Website

 

1.1. Welcome to www.negotiations.com.au (the 'Website')

 

1.2. The Website is operated by Negotiations Problem Solvers Pty Ltd. ABN 61 648 750 127 Access to, and use of the Website, or any of its associated  Products or Services, is provided by Negotiations Problem Solvers. Please read these terms and conditions (the 'Terms') carefully. By using, browsing, and/or reading the Website, this signifies that you have read, understood, and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of its Services, immediately.

 

1.3. Negotiations Problem Solvers reserves the right to review and change any of the Terms by updating the terms at its sole discretion. When Negotiation Problem Solvers updates the Terms; it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.

 

2. Acceptance of the Terms;

 

2.1. You accept the Terms by remaining on the Website. You may also accept the Terms by clicking to accept or agree to the Terms where Negotiation Problem Solvers in the user interface makes this option available to you.

 

3. Definitions and Interpretation

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3.1. It is agreed in this Service Agreement unless the context or subject matter otherwise requires:  

 

     “Agreement" means this Service Agreement.

 

      "Business” means that specified in Item 5 of the Schedule.

      "Client” means a person who enters into a Services Engagement.

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       "Co-manage” includes but is not limited to being informed of the ongoing billing and accounts related to the Services Engagement, being informed on all issues related to the Services Engagement including the direction in which the matter may proceed, and being involved in discussing the strategies to be used under the Services Engagement.

 

"Commencement Date” means that specified in Item 1 of the Schedule.

 

"Confidential Information” includes all unpatented inventions, ideas, know-how, concepts, trade secrets, processes, techniques, software, products and any and all other unregistered or unpatented intellectual property, financial and business information and all other commercially valuable information of the Disclosing Party which the Disclosing Party regards as confidential to it or which is evident by its nature to be confidential and all copies, notes and records and all related information generated by the Receiving Party based on or arising out of any such disclosure. Confidential Information includes this Services Agreement and Schedules.

 

"Financial Records” means the business and financial records of the Service Provider relating directly or indirectly to a Client.

 

"Insolvent "means if any of the following events occur:

    (a). The appointment of an administrator;

 

    (b). An order for winding up of a corporation;

 

   (c). The appointment of a liquidator, receiver or manager;

 

    (d). Any or all of them, (a), (b) or (c);

 

   (e). Any event in the jurisdiction, which has the effect of causing a corporation to cease trading for a financial breach or failure.

 

"Introduction Services” means the introduction of Leads to the Service Provider, which results in a Services Engagement.

 

"Intellectual Property” means all rights resulting from intellectual activity whether capable of protection by statute, common law or in equity and including copyright, discoveries, inventions, patent rights, registered and unregistered trademarks, design rights, circuit layouts and all rights and interests of a like nature including but not limited to methods and techniques, together with any documentation relating to such rights and interests owned by a Party which was developed prior to or independently of this Agreement, which

 

"Services Engagement” means an agreement between the Client and the Service Provider for the provision of Services.

 

"Service Provider” means a professional who is a qualified expert in their respective field and geographical location, engaged by Negotiations Problem Solvers to solve the Client’s problem.

 

"Term” means the term specified in Item 6 of the Schedule.

 

  3.2. In this License Agreement, unless the contrary intention appears:

 

    (a) A reference to:

 

    i. This License Agreement or another document includes any variation or replacement of it notwithstanding any change in the identity of the parties and includes all documents and instruments referred to in this License Agreement;

 

    ii. Any statute, ordinance, code or other law and includes regulations and other statutory instruments under any of them and consolidations, amendments re-enactments or replacement of any of them by any government body;

 

    iii. A person, firm, corporation, association or government body includes any of them;

 

    iv. Writing includes any mode of representing or reproducing words in a tangible and visible form, and includes facsimile transmission; and

 

    v. A right includes a benefit, remedy, authority, discretion and power;

 

 

    (b) Words importing:

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    i. The singular includes the plural and vice versa; and

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     ii. A gender includes all other genders;

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    (c) Headings and underlining’s shall not affect the construction;

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    (d). If a word or phrase is defined cognate words and phrases have corresponding meaning;

 

    (e). If the day on which:

 

     i. Anything, other than a payment, is to be done is not a Business Day, that thing shall be done on the preceding Business Day; and

 

     ii. A payment is to be made is not a Business Day it shall be made on the next Business Day but if the next Business Day falls in the next calendar month it shall be made on the preceding Business Day;

 

    (f). If an act, other than a payment or the giving of a communication, is required to be done on a particular day and the act is done after 5.00 pm on that day, it will be deemed to have been done on the following day;

 

   (g). An agreement, covenant, obligation, representation or warranty on the part of two or more persons binds them jointly and severally and an agreement, covenant, obligation, representation or warranty in favour of two or more persons is for the benefit of them jointly and severally.

 

4. Copyrights and Intellectual Property

 

 4.1 The Website, the content, and all of the related products of Negotiation Problem Solvers are subject to copyright, and registered Trademark. Trade mark number: 2012945. Material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the content and compilation of the Website (Including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, design elements and interactive features) or the content are owned or controlled for these purposes, and are reserved by Negotiation Problem Solvers or its contributors.

 

 4.2. All trademarks, service marks and trade names are owned, registered and/or licensed by Negotiation Problem Solvers, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a user.

 

    (a). Use the Website pursuant to the Terms;

 

   (b). View pages from the Website for your own personal and non-commercial use. Negotiation Problem Solvers does not grant you any other rights whatsoever in relation to the Website, or the content. Negotiations Problem Solvers expressly reserves all other rights.

 

4.3. Negotiations Problem Solvers retains all rights, title, and interest in and to the Website and all related content. Nothing you do on or in relation to the Website will transfer any:

 

   (a). Business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or

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   (b). A right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or

 

   (c). A thing, system, or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system, or process), to you.

 

4.4. You may not, without the prior written permission of Negotiations Problem Solvers and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the content or third party content for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain.

 

5. Privacy

 

5.1. Negotiations Problem Solvers takes your privacy seriously and any information provided through your use of the Website and/or content are subject to Negotiation Problem Solvers, Privacy Policy, which is available on the Website.

 

6. General Disclaimer

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6.1. Nothing in the Terms limits or excludes any guarantees, warranties, representations, or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.

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6.2. Subject to this clause 5, and to the extent permitted by law:

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   (a). All terms, guarantees, warranties, representations, or conditions which are not

expressly stated in the Terms are excluded; and

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  (b). Negotiations Problem Solvers will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the content or these Terms (including as a result of not being able to use the content or the late supply of the content), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

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6.3. Use of the Website and the content is at your own risk. Everything on the Website and the content is provided to you "as is" and "as available" without guarantee or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors, and licensors of Negotiations Problem Solvers make any express or implied representation or warranty about the content or any products or content (Including the products or content of Negotiations Problem Solvers) referred to on the Website. This includes (But is not restricted to) loss or damage you might suffer as a result of any of the following:

 

   (a). Failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorized access to records;

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   (b). The accuracy, suitability, or currency of any information on the Website, the content, or any of its content related products (including third party material and advertisements on the Website);

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    (c). Costs incurred as a result of you using the Website, the content or any of the products of Negotiation Problem Solvers; and

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    (d). The content or operation in respect to links, which are provided for your convenience.

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7. Limitation of liability

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7.1. Negotiations Problem Solvers total liability arising out of, or, in connection with the content or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the content to you.

 

7.2. You expressly understand and agree that Negotiations Problem Solvers, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

 

7.3. You acknowledge and agree that Negotiations Problem Solvers holds no liability for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you as a result of providing Your Content to the Website.

 

8. Termination of Contract

 

8.1. If you want to terminate the Terms, you may do so by providing Negotiations Problem Solvers with 7 days' notice of your intention to terminate by sending notice of your intention to terminate to Negotiations Problem Solvers via the 'Contact Us' link on our homepage.

 

8.2. Negotiations Problem Solvers may at any time, terminate the Terms with you if:

 

  (a). You have breached any provision of the Terms or intend to breach any provision;

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  (b). Negotiations Problem Solvers is required to do so by law;

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  (c). Negotiations Problem Solvers is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or

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  (d). The provision of the Services to you by Negotiations Problem Solvers is in the opinion of Negotiations Problem Solvers, no longer commercially viable.

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8.3. Subject to local applicable laws, Negotiations Problem Solvers reserves the right to discontinue or cancel your membership/service at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Negotiations Problem Solvers name or reputation or violates the rights of those of another party.

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8.4. When the Terms come to an end, all of the legal rights, obligations and liabilities that you and Negotiations Problem Solvers have benefitted from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities indefinitely.

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9. Indemnity

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9.1. You agree to indemnify Negotiations Problem Solvers, its affiliates, employees, agents, contributors, third party content providers, and licensors from and against:

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  (a). All actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with Your Content;

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  (b). Any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or

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  (c). Any breach of the Terms.

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10. Dispute Resolution

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10.1. Compulsory: If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

 

10.2. Notice: A party to the Terms claiming a dispute ('Dispute') has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

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10.3. Resolution: On receipt of that notice ('Notice') by that other party, the parties to the Terms ('Parties') must:

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  (a). Within 28 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;

 

  (b). If for any reason whatsoever, 28 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Australian Mediation Association or his or her nominee;

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  (c). The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;

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  (d). The mediation will be held in Queensland, Australia.

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10.4. Confidential All communications concerning Negotiations Problem Solvers made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" Negotiations Problem Solvers for the purpose of applicable laws of evidence.

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10.5. Termination of Mediation: If 3 months have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

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11. Venues and Jurisdiction

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11.1. The Services offered by Negotiations Problem Solvers is intended to be viewed by residents of Australia, New Zealand, and the United Kingdom. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of Queensland, Australia.

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12. Governing Law

 

12.1. The laws of Queensland, Australia govern the Terms. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Queensland, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

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13. Independent Legal Advice

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13.1. Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.

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14. Severance

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14.1. If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.  

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   (a). Negotiation Problem Solvers™ is a unique and specialised service, engaged in the business of solving problems.

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   (b). Negotiation Problem Solvers sources, identifies and selects clients with unsolved problems, and connects those clients with professionals who are qualified experts in their respective fields to assist in solving said problems in their geographical area or locations (Service Providers).

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  (c). Negotiations Problem Solvers and the Client agree to enter into a business relationship under which Negotiations Problem Solvers shall introduce Service Providers to the Client, and the Service Provider will be required to pay a fee to Negotiations Problem Solvers for the introduction and qualification of the Client to the Service Provider.

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  (d). Negotiations Problem Solvers and the Client agree that Negotiations Problem Solvers may Co-manage, any Service Provider introduced to the Client.

 

  (e). The Guarantor in consideration of the Introduction Services guarantees to Negotiations Problem Solvers the performance of all the obligations of the Client in this Agreement.

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  (f). This Agreement sets out the rights and obligations of each Party in relation to the introduction and co-management arrangement.

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15. Introduction Services

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15.1. The Client agrees to engage Negotiations Problem Solvers exclusively to conduct the Business and carry out the Introduction Services for the Client.

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16. Fees and Payments

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16.1. The Client acknowledges that Negotiations Problem Solvers does not charge a fee to the Client for the introduction Services, and that Negotiations Problem Solvers may receive a fee from the Service Provider in consideration of introducing, and qualifying the Client to the Service Provider.

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16.2. The Client agrees to comply with the terms of the Services Engagement, including the payment of fees for services rendered by the Service Provider in accordance with the Services Engagement.

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16.3. By way of separate agreement with Negotiations Problem Solvers, the Service Provider is not permitted to charge the Client an extra fee to offset remuneration paid to Negotiations Problem Solvers by the Service Provider for introducing the Client.

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17. Client’s Obligations   

 

17.1. The Client indemnifies and agrees to keep Negotiations Problem Solvers indemnified against any action, suits, claims, demands, proceedings, losses, damages, compensation, sums of money, legal costs, charges and expenses arising out of this Agreement or any Services Engagement.

 

17.2. The Client agrees to provide a copy of the Services Engagement to Negotiations Problem Solvers if requested prior to agreeing to be bound by the Services Engagement and will allow Negotiations Problem Solvers suggest amendments to the Services Engagement if Negotiations Problem Solvers (Acting reasonably) believes that such an amendment is necessary.

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17.3. The Client agrees to supply Negotiations Problem Solvers with all material regarding the Services Engagement upon request by Negotiations Problem Solvers.

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17.4. The Client agrees to advise Negotiations Problem Solvers:

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  (a). Each time the Client engages the Service Provider to assist on a subsequent matter or problem;

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  (b). Each time it refers a person to the Service Provider, including the contact details of the person; and

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  (c). Of all matters concerning the Services Engagement and the Client’s communication with the Service Provider generally.

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17.5. The Client hereby agrees that where a second Service Provider is required to assist, advance or complete the Services Engagement, Negotiations Problem Solvers has the sole right and authority to engage that Service Provider. The Client agrees to work in good faith with the second Service Provider

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18. Negotiation Problem Solvers Obligations

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18.1. Negotiations Problem Solvers will introduce the Client to the Service Provider and will Co-manage the problem with the Client without unreasonably interfering with the Service Provider’s duties and obligations.

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19. Financial Records

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19.1. The Client must provide all Financial Records relating to the Service Provider to Negotiations Problem Solvers as and when the Financial Records become available to the Client.

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19.2. The Client shall maintain all Financial Records relating to any Service Engagements or contracts entered into with a Service Provider and accurately maintain these in an up to date state at all times.

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20. Confidentiality

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20.1. This Agreement and all matters and things connected with and related to this Agreement and its performance including all Client and Services Engagement details are strictly confidential and no party shall disclose them to any other person without the prior written consent of the other party except where such disclosure is required by any applicable law.

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20.2. The Client acknowledges that prior to entering into a Services Engagement all of the Client’s details including details directly and indirectly relating to the Services Engagement will be disclosed to Negotiations Problem Solvers and the Service Provider.

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21. Client Acknowledgement

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21.1. The Client agrees that the Client is required to obtain independent legal and/or financial advice before becoming bound to a Services Engagement.

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21.2. The Client acknowledges that Negotiations Problem Solvers is acting solely on behalf of the Business and not as an advisor to the Client. The Client has not relied on any representations made by Negotiations Problem Solvers in entering into this Agreement or the Services Engagement.

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21.3. The Client acknowledges and agrees that Negotiations Problem Solvers may Co-manage the relationship between the Client and the Service Provider. 

 

21.4. The Client acknowledges that Negotiations Problem Solvers does not provide legal advice or financial advice, and is not qualified to provide such advice. 

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22. Force Majeure

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22.1 The Client and Negotiations Problem Solvers agree that each will release the other from any liability or responsibility under this Agreement for any period, during which the other party fails to perform its obligations where such failure is due to strikes, lockouts, riots, accidents, fires or tempests, act of God, material shortage, pandemic, Government requirements or any other cause beyond the control of either party and no such failure shall entitle the other party to terminate this Agreement and any party affected by an event of Force Majeure shall immediately notify the other parties of its occurrence and its effect and use all reasonable endeavours to minimise the effect of that event and bring the Force Majeure to an end.

 

23. Guarantee And Indemnity

 

23.1. The Guarantor agrees to unconditionally guarantee the Client’s due and punctual performance of this Agreement and further agrees to become personally liable to Negotiations Problem Solvers compliance with this Agreement including but not limited to payment of monies owing.

 

23.2. The Guarantor indemnifies Negotiations Problem Solvers against all losses, damages, costs and expenses which Negotiations Problem Solvers may incur by reason of the failure or failures of the Service Provider to comply with this Agreement and acknowledges that Negotiations Problem Solvers exercise its rights against the Guarantor at any time after the Service Provider shall breach this Agreement.

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23.3. The Guarantees and Indemnities contained in this Agreement shall be continuing guarantees and indemnities and shall remain in full force and effect for as long as this Agreement remains in force and shall not in any way be determined, discharged or impaired by reason of any of the following:

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  (a). The granting by Negotiations Problem Solvers any forbearance or other indulgence or concession to the Service Provider or the Guarantor;

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  (b). The winding up, dissolution or appointment of a receiver or manager to the Service Provider or the death or bankruptcy of the Service Provider or any Guarantor;

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  (c). The unenforceability in whole or in part of the Guarantees and Indemnities against any or all of the parties other than Negotiations Problem Solvers;

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  (d). This Agreement is not executed by any party to it or any other fact, circumstance or thing which but for this provision might determine, discharge or impair the Guarantees and Indemnities in this Agreement.

 

23.4. The Guarantees and Indemnities in this Agreement shall be principal obligations and shall not be treated as ancillary or collateral to any other obligation howsoever created or arising to the intent that the Guarantees and Indemnities shall be enforceable without Negotiations Problem Solvers obliged or required to take any steps against the Service Provider and notwithstanding that all or one or more of the obligations of the Service Provider shall be or be declared to be in whole or in part unenforceable whether by reason of any statute or for any other reason.

 

24. Service Provider’s Performance

 

24.1. The Client acknowledges that where Negotiations Problem Solvers is not satisfied with the Service Provider’s work, expertise or performance then Negotiations Problem Solvers is entitled to terminate the Services Engagement on behalf of the Client provided that Negotiations Problem Solvers obtains the Client’s prior written consent (which cannot be unreasonably withheld) and such termination will not materially prejudice the Client.

 

24.2. Where the Client is not satisfied with the Service Provider’s work, expertise or performance then Negotiations Problem Solvers entitled to terminate the Services Engagement on behalf the Client, provided that termination will not materially prejudice the Client.

 

24.3. Where Negotiations Problem Solvers the Services Engagement in accordance with Clauses 11.1 and 11.2 of this Agreement, the Client authorises Negotiations Problem Solvers engage a suitable replacement Service Provider to conduct the Business.

 

24.4. The Client agrees that the Client may rate their experience with the Service Provider through use of a function on Negotiations Problem Solvers’ website and that Negotiations Problem Solvers suspend or terminate the Services Engagement under Clause 11.1 if adverse ratings are received by Negotiations Problem Solvers relation to the Service Provider. 

 

25. Termination

 

25.1. If the Client:  

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  (a). commits a of this Agreement;

 

  (b). becomes insolvent; or

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  (c). ceases or is required to cease the Services Engagement.

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Negotiations Problem Solvers may serve a notice on the Client specifying the breach and requiring the Client to remedy the breach within fourteen (14) days.

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25.2. Negotiations Problem Solvers may, if any breach in Clause 25.1 is not remedied within the time specified in the notice or is not capable of remedy, terminate this Agreement immediately by notice in writing of its election to terminate served on the Client.

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25.3. Any dispute arising under this Clause will be determined by an independent arbitrator nominated by Negotiations Problem Solvers. The person so nominated will in making his determination act as an expert and his determination will be final and binding on both parties. The cost of the determination will be borne by either or both of the parties (and if by both of the parties in the proportion between them) as the person making the determination decides.

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26. Events Following Termination of This Agreement

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26.1. Upon the expiration or termination of this Agreement:

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  (a) The Client’s rights under this Agreement shall cease immediately;

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 (b). The Client will take all steps to immediately cease communicating with any Service Providers and will terminate all Services Engagements unless prohibited by law. The Client will deliver to Negotiations Problem Solvers all notes, letters, documentation and any other information arising out of the Services Engagement both directly or indirectly.

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  (c). The Client will continue to pay to the Service Provider any amounts owing under any pre-existing or prior Services Engagement 

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27. General Provisions

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27.1. Notices

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  (a). Method of Giving Notice

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  i. All notices, requests, demands and other communications under this Service Agreement shall be in writing and shall be deemed to have been duly given if delivered in person, transmitted by facsimile, emailed, or mailed by post to the address of the Licensor or the Licensee as applicable.

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  (b). Deemed receipt – email: A notice sent by facsimile, email, provided a status report is received by the sender which shows the notice has been transmitted shall be deemed served immediately upon completion of sending if such completion is within business hours in the place where the addressee’s facsimile machine is located, but if not, then at 9.00 am when next occurring during business hours at such place.

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  (c). Deemed receipt – mail: A notice sent by mail shall be deemed served at 9.00 am on the second business day after and exclusive of the day of posting.

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27.2. For the purpose of this clause “business hours” means 9:00 am to 5.00 pm on a business day and “business day” means a day on which the major trading banks are open for business at the place where the addressee’s address for service is located.

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28. Costs

 

28.1. Each party shall bear its own costs arising out of the preparation of this Agreement but the Client shall bear any further costs including fines and penalties chargeable on this Agreement and on any instruments entered into under this Agreement. The Client shall indemnify Negotiations Problem Solvers on demand against any liability including fines and penalties.

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29. Merger

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29.1. Notwithstanding termination of this Agreement, any clause which is capable of taking effect after termination shall remain in full force and effect.

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29.2. Negotiations Problem Solvers and the Client will take such further actions as are required by each of them and, if necessary, complete and execute any further documentation as is required to gie full effect to this Agreement.

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30. Assignment

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30.1. This Agreement is made personally with the Client by Negotiations Problem Solvers and the Client is therefore not permitted to assign, transfer or otherwise deal with its interest in this Agreement. Negotiations Problem Solvers is permitted to assign, transfer or otherwise deal with its interest in the Agreement in Negotiations Problem Solvers’ absolute discretion and without requiring the consent of the Client.

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31. Power Of Attorney

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31.1. The Client irrevocably appoints Negotiations Problem Solvers, and each and every one of its Directors, Officers, Agents, Managers to be the true and lawful attorney of the Client to act at any time after this Agreement has been terminated.