Good and Service Tax
	The Customer must pay the GST (Good and Service Tax) on the same day as receipt of the invoice. K-Max Computer Services will provide Tax invoice so as to allow the Customer to obtain any input tax credit as defined by the GST law, to which the Customer may be entitled.
	WARRANTIES AND LIABILITIES
	1.	K-Max Computer Services will carry out the Service to proper professional standards.
	2.	K-Max Computer Services does not warrant any third party products supplied to and by the Customer.
	3	The Customer accepts full responsibility for keeping secure any passwords used to access the PC and notebook computers
	4.	The Customer warrants that tests and computer virus scanning may be conducted as necessary to ensure that data uploaded or  downloaded by the Customer from K-Max’s computer systems does not contain any computer virus and will not, in any way, corrupt the data or systems of any person
	5.	The Customer is solely responsible for dealing with persons who access any Customer data, and must not refer complaints or inquiries in relation to such data to K-Max Computer services
	6.	K-Max is not liable to the Customer or any other person for any cost, loss or liability (including loss of profit or other consequential damage) arising from the Service or failure or delay in Servicing; or for the content, context or confidentiality of any communications made using the Service.
	RESOLUTION OF DISPUTES
	1.	The Customer(A Party) seeking to resolve the dispute must notify the existence and nature of the Dispute to K-Max Computer services . Upon receipt of the Notification, K-Max must refer the Notification to its chief executive officer or its nominee for resolution by negotiation.
	2.	If the Dispute has not been resolved by negotiation within thirty (30) days from the date of the Notification, the Parties must refer the Dispute to mediation under the rules of Conciliation through the Australian Commercial Dispute Centre Limited ("ACDC"), where the proceedings will be held in Sydney, New South Wales. If the Dispute has not been resolved within thirty (30) days of referral to ACDC either Party is free to initiate proceedings in a court.
	ANCILLARY PROVISIONS
	1.	Governing Law This Agreement is governed by the laws of the State of New South Wales and each party submits to the non-exclusive jurisdiction of the courts of that State and the courts of appeal there from.
	2.	Severability Any illegal or invalid provision of this Agreement will be severable and all other provisions will remain in full force and effect.
	3.	Waiver
		(a)	Any failure by a Party to compel performance by the other Party of any of the terms and conditions of this Agreement will not constitute a waiver of those terms or conditions, nor will it affect or impair the right to enforce those rights at a later time or to pursue remedies for any breach of those terms or conditions.
		(b)	A provision of, or a right created under this Agreement, may not be waived except in writing signed by the party granting the waiver, or varied except in writing signed by the parties
	4.	Amendment and Assignment This Agreement may only be amended by a written instrument signed by the Parties. The Customer must not assign any of its rights or obligations under this Agreement without the prior written consent of Help Base. Help Base may assign its rights and obligations under this Agreement at will and without reference to the Customer.
	5.	Entire Agreement This Agreement contains the whole of the Agreement between the Parties with respect to its subject matter and supersedes any and all other representations or statements by either Party whether oral or in writing and whether made prior or subsequent to the date of this Agreement.
	6.	Relationship Each Party enters this Agreement as an independent contractor and nothing in this Agreement will create any other relationship between them, including without limitation one of joint venture, trust, partnership, agency or employer and employee.
	7.	Costs (a) Each Party will bear its own costs and expenses in relation to the negotiation, preparation and execution of this Agreement. (b) If there is any stamp duty payable in respect of this Agreement it will be payable by the Customer.
	8.	Force Majeure No Party will be required to perform an obligation under this Agreement, if that Party was prevented in performing that obligation as a result of circumstances beyond the reasonable control of that Party.
	EXCLUSIONS
	1.	The Service does not include any tasks, goods or services not specifically listed above. In particular, the Service does not include the following items:
	2.	Copywriting, photography or data entry. It is assumed that the Customer will provide final text and any graphics in digital form, and that any data to be imported in a clean tab-delimited file or other standard format.
	3.	Provision, configuration or maintenance of computer, networking or other hardware except where specified.
	4.	On-going maintenance of the system, except where specified.
	PAYMENTS
	1.	The Customer must pay for the Service as agreed from time to time. In particular, the Customer must pay all Service charges incurred by the Customer or any designated users, or incurred as a result of any use of Customer's username and password, whether authorised or not, in accordance with the Service selected.
	2.	The Customer is responsible for the provision of and payment for the installation and use of telephone lines and all other equipment needed to access the Service, and all government taxes and charges, duties and levies imposed on either the Customer or K-Max in connection with any other services or goods supplied.
	3.	Customer must pay all amounts billed in accordance with the payment terms of the selected Service package. Late payments may be subject to a $20 administration charge.
	4.	If a Customer's payments are in arrears, K-Max may suspend the arrears, K-Max may terminate or refuse to provide the Service without notice.
	5.	Acceptable payment methods are cash, or direct deposit to K-Max Computer Services. Cheque payments are only acceptable with prior approval.
	6.	The Customer consents to K-Max Computer Services obtaining a credit reporting agency report containing personal information for the purpose of assessment by us of an application for credit or for the purpose of the collection of payments which are overdue.
	CONFIDENTIAL INFORMATION
	1.	Each Party must treat all confidential information owned by the other Party as confidential and must not, without the prior written consent of the other Party, disclose or permit the same to be disclosed to any third person, unless permitted by this Agreement.
	2.	Each Party's obligations will survive expiration or earlier termination of this Agreement and will continue until such time as each part of the other Party's confidential information lawfully becomes part of the public domain.
	MISCELLANEOUS
	1.	K-Max may modify these terms and condition as applying to any Agreement, the pricing structure for any Service or the terms of the operation. Any such modification will be notified to the Customer by email. Any use of the Service by the Customer after that publication will constitute an acceptance of that modification.
	2.	K-Max and the Customer may agree to a variation of these Terms and Conditions. However, any such Agreement must be in writing.
	DEFINITIONS
	In this Agreement, the following definitions apply unless there is a contrary intention: "Confidential Information" means all personal, organisational, commercial, financial, technical, all other commercially valuable information in whatever form and whatever description, including without limitation, unpatented inventions, know-how, trade secrets, formulae, graphs, drawings, designs, written reports, data, software, object code, source code, samples, devices, models and all other materials of whatever description which a Party claims is confidential to itself and over which it has full control and includes all other such information that may be in the possession of a Party's employees or management. The following are exceptions to such information:
	(i)	information which is already in the public domain; or
	(ii)	information which hereafter becomes part of the public domain otherwise than as a result of an unauthorised disclosure by the recipient Party or its representatives; or
	(iii)	information which is or becomes available to the recipient Party from a third party lawfully in possession of such information and who has the lawful power to disclose such information to the recipient Party on a non confidential basis; or
	(iv)	information which is rightfully known by the recipient Party (as shown by its written record) prior to the date of disclosure to it hereunder; or
	(v)	information which is independently developed by an employee of the recipient Party who has no knowledge of the disclosure under this Agreement;
	"GST" means any tax imposed on the supply of goods or services (including without limitation the supply of Intellectual Property) under Commonwealth or State law including but without limitation A New Tax System (Goods and Services Tax) Act 1999 (Cth) or under the laws of any other applicable jurisdiction;
	"Party" means a party to this Agreement and "Parties" shall mean both of them; In this Agreement:
	(a)	words importing the singular include the plural and vice versa;
	(b)	words importing a gender includes all other genders;
	(c)	the word "person" includes a reference to a corporation;
	(d)	headings are for convenience only and shall not affect the interpretation of this Agreement;
	(e)	all monetary amounts referred to in this Agreement shall be deemed to be in Australian currency;
	(f)	the Schedules and Recitals form part of this Agreement; and
	(g)	a reference to a statute, regulation or provision of a statute or regulation includes a reference to that statute, regulation or provision as amended or re-enacted.