1.Propago Responsibilities

1. 1.1.Propago undertakes the following commitments:
   1. 1.1.1.Make all reasonable commercial efforts to complete the Services within the agreed-upon time.
   2. 1.1.2.Execute the Services with due care, competence, and diligence, with the quality dependent on the collaborative Client's input.
   3. 1.1.3.Provide the necessary qualified personnel to fulfil the Services.
2. 1.2.Propago Personnel - Propago reserves the right to substitute new personnel if needed, engaging in transparent discussions with the Client before any such appointments are made.

2.Client Responsibilities

The Client agrees to instruct Propago and provide the following as reasonably required for the Services:

1. 2.1.Accurate Information - Propago can rely on the accuracy of information supplied by the Client without independent verification.
2. 2.2.Access to Information - Provide Propago and its authorised personnel with access to files, records, information technology systems, premises, and individuals with relevant skills during the engagement.
3. 2.3.Access to Resources - Ensure adequate resources for timely approval, development, and sign-off of deliverables.

3.Changes and Delays

1. 3.1.Requests for changes to the Services must be provided in writing.
2. 3.2.Propago will prepare a proposed variation, and the Client must respond within 7 days. Failure to respond will be deemed acceptance.
3. 3.3.Whilst reasonable effort will be made to raise concerns of potential delays with the Client, Propago assumes no liability for delays resulting from factors beyond its control or the untimely performance of Client obligations.

4.Fees and Expenses

1. 4.1.Timely payment by the Client of Propago's fees and expenses is expected within 14 days of receiving an invoice unless otherwise agreed between the two parties.
2. 4.2.Propago reserves the right to review fees or substitute personnel under certain circumstances.
3. 4.3.Propago reserves the right to suspend further work if outstanding invoices are not paid.

5.Confidentiality

Both parties commit to maintaining the confidentiality of proprietary or confidential information, incorporating reasonable measures, and obtaining confidentiality undertakings when necessary.

6.Intellectual Property Rights

1. 6.1.Pre-existing Intellectual Property Rights remain unaffected.
2. 6.2.Propago owns newly created Intellectual Property Rights.
3. 6.3.The Client is granted non-exclusive license for internal business purposes upon full payment of fees.

7.Indemnity for Liability to Third Parties

1. 7.1.The Client undertakes to indemnify Propago against Loss from third-party claims with the Services
2. 7.2.Propago will promptly notify the Client of any indemnity claim

8.Limitation of Liability

1. 8.1.Precedence: This Clause 8 holds precedence over all other provisions delineated in these Terms and Conditions.
2. 8.2.Non-exclusion of Liability: Neither Party excludes or limits its liability for death or personal injury resulting from its own negligence.
3. 8.3.Limitation of Liability for Tangible Property: In the event of a Party's negligence causing loss or damage to tangible property (excluding data) of the other Party, the liability shall not exceed one million Australian dollars (AUD$1,000,000).
4. 8.4.Cumulative Aggregate Liability: Subject to Clauses 7.1, 8.2, and 8.3, the cumulative aggregate liability of a Party (referred to as the First Party) for all claims arising from acts, omissions, negligence, or breaches in connection with these Terms and Conditions shall not exceed the fees paid by the Client to Propago for the Services (excluding GST, expenses, and pass-through costs).
5. 8.5.Exclusion of Certain Damages: Notwithstanding any other provision, neither Party shall be liable to the other for special, punitive, economic, or indirect loss or damages, consequential loss or damages, or exemplary damages arising directly or indirectly from these Terms and Conditions, even if foreseeable or known to the Parties. Consequential loss includes but is not limited to, loss of profit, revenue, interest, data, goodwill, or business opportunities.
6. 8.6.Proportional Reduction of Liability: A Party's liability shall be proportionately reduced to the extent the other Party's breach, negligent act, or omission contributed to the loss or damage.
7. 8.7.Exclusion of Implied Conditions, Representations, Warranties, or Undertakings: Implied conditions, representations, warranties, or undertakings are expressly excluded to the fullest extent permitted by law. If legislation implies any condition, representation, warranty, or undertaking and excludes such exclusion, Propago's liability for breach is limited to:
   1. 8.7.1.The replacement, repair, or repurchase of any defective goods (or part thereof) at Propago's discretion.
   2. 8.7.2.The re-performance of any defectively performed service or the refunding of monies paid to Propago for such services at Propago's discretion.

9.Termination

1. 9.1.Either party may terminate the Services immediately by written notice if the other Party commits a material breach of these Terms and Conditions and fails to rectify it within 45 days of receiving written notice.
2. 9.2.Propago may terminate the Services immediately by written notice if the Client fails to pay any amount (including fees or expenses) by the Due Date.

10.Governing Law & Jurisdiction

These Terms and Conditions are governed by the laws of New South Wales, with both parties submitting to the non-exclusive jurisdiction of the courts in the State of New South Wales.

11.Severance & Survival

1. 11.1.In the event that any provision of these Terms and Conditions is deemed illegal, unenforceable, or otherwise invalid, the remaining provisions shall continue to be in force. The invalid provision will be substituted with a valid one that economically approximates its intent. If substitution is not feasible, the provision will be considered deleted.
2. 11.2.Provisions capable of taking effect will endure beyond termination. The termination of these Terms and Conditions will not affect the validity or enforceability of provisions that, by their nature, are intended to survive.

12.Non-Solicitation

Both parties agree not to solicit or entice staff or contractors from the other for a period of six months following the conclusion of the Services.

13.Relationship

Propago provides Services as an independent contractor, with no partnership or joint venture created.

14.Escalation and Dispute Resolution

1. 14.1.In the event of any dispute arising concerning these Terms and Conditions, the Parties shall initially refer the matter to their respective Project Directors for thorough discussion and resolution. If resolution is not achieved at this level, the matter shall be elevated to the next management level of the opposing Party and Propago's Managing Director. They are required to convene within two weeks to diligently attempt resolution. In cases where the unresolved dispute significantly impacts the Services, the Parties commit to employing reasonable commercial efforts to expedite the resolution process.
2. 14.2.Should the dispute persist despite the escalation process outlined in Clause 14.1, the Parties shall submit to mediation before exploring any alternative dispute resolution methods. Written notice of the dispute will be formally given for mediation, with the mediator chosen by mutual agreement of the Parties. In the event of disagreement on the mediator, the Australian Commercial Disputes Centre (ACDC) shall be the designated mediator. The Parties pledge to exert their best efforts to promptly settle the dispute. The mediation proceedings will adhere to the ACDC Mediation Guidelines, to the extent that they align with the provisions of this clause. If the dispute remains unresolved 60 days after the initial notice, the mediation process will conclude.

15.General Provisions

1. 15.1.Service Performance Authority: Propago retains the prerogative to perform the Services using its own personnel, affiliates, or sub-contractors. Propago assumes sole responsibility for Service performance and all associated obligations under these Terms and Conditions.
2. 15.2.Client Authorization for Public Reference: The Client grants explicit authorization to Propago to publicly reference the Client's engagement of Propago services and the specific nature of the Services provided.
3. 15.3.Entire Agreement Clause: These Terms and Conditions constitute the comprehensive agreement between the Parties, superseding any prior understandings, representations, or agreements.

16.Propago Responsibilities

1. 16.1.General Rules: In these Terms and Conditions, the following rules apply, unless expressly stated otherwise:
   1. 16.1.1.Words suggesting the singular include the plural, and vice versa.
   2. 16.1.2.Words suggesting a gender include all genders.
   3. 16.1.3.References to "includes" or "including" signify without limitation unless the context implies otherwise.
   4. 16.1.4.Monetary units refer to units of Australian currency.
   5. 16.1.5.Headings are for ease of reference and
2. 16.2.Definitions:
   1. 16.2.1."Insolvent" in relation to a Party includes:
      1. 16.2.1.1.Resolution for winding up or a winding-up order made against it.
      2. 16.2.1.2.Appointment of a receiver, receiver and manager, or administrator.
      3. 16.2.1.3.Inability to pay debts when due, cessation of business, or entry into a composition with creditors.
   2. 16.2.2."Intellectual Property Rights" encompasses all global intellectual property rights, including patents, copyright, registered designs, trade or service marks, trade/business/company names, and the right to maintain confidential information.
   3. 16.2.3."Loss" comprises liabilities, claims, costs, and expenses.
   4. 16.2.4."Party" denotes Propago or the Client, and "Parties" collectively represent both entities.