Exhibit 10.1
THIS SERVICE DEED is made on the day of January 2009
BETWEEN: WE SELL FOR U CORP.
of ▇▇▇▇▇ ▇, ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ("the Client")
of the one part
AXIS CONSULTANTS PTY LTD of ▇▇▇▇▇ ▇,
▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ("the Service Company")
of the other part
WHEREAS:
A. THE Client has requested the Service Company to provide managerial and
administrative services to the Client and certain facilities and equipment
for the use of the Client in the conduct of its business effective from 1
January, 2009.
B. THE Service Company and the Client now wish to formalize the terms and
conditions which apply to the provision of these services, facilities and
equipment.
NOW THIS DEED WITNESSES AS FOLLOWS:
1. THE Service Company agrees to provide or procure, until termination of this
Deed, managerial and administrative services and facilities and equipment
required for the business conducted by the Client and as requested by the
Client. The services include but are not limited to provision and
maintenance of staff, all payroll facilities and employee records required
by law and by usual accounting procedures, provision of all types of
insurance in accordance with prudent business practice and provision of
legal, financial and accounting advice and services.
2. THE Service Company shall procure either by purchase or lease items of
equipment including vehicles, necessary in the conduct of the business of
the Client and shall continue to lease and/or make available the same to
the Client.
3. THE Service Company agrees to meet sundry office and running expenses
incurred by the Client upon the Client providing to the Service Company
original accounts and invoices received in respect of these expenses.
4. IN addition to the above the Service Company shall procure and provide for
the Client various services including but not limited to the making
available of stationery, furniture, furnishings, floral arrangements,
library facilities, reference books, periodicals, transport, secretarial
services, telephone answering services, photocopying and duplicating
facilities and any other services as may be required from time to time by
the Client as and when requested by the Client.
5. THE Service Company and the Client shall execute any further agreements or
documents and do such acts and things as may be reasonably required to
record the terms upon which any particular service is provided.
6. UNLESS otherwise agreed and subject to Clause 9 below, the Service Company
shall be responsible for all outgoings in respect of any items or services
supplied including insurance, stamp duty, rent, maintenance and hiring
charges and other expenses and outgoings.
7. The Client shall not obtain from sources other than the Service Company or
shall not itself perform or provide the services contemplated by this Deed
unless it first requests the Service Company to provide the service and the
Service Company on the expiration of one month after such request has
failed to provide the service.
8. The Client shall pay to the Service Company in consideration of the
services provided hereunder a service fee equal to the aggregate of the
cost and expense to the Service Company of providing the services,
facilities and equipment (less any moneys already paid by the Client
pursuant to Clause 9 below) and 15% thereof and such fee shall be paid by
the Client within 21 days from the receipt of the monthly invoice from the
Service Company. The parties may vary this fee from time to time by mutual
written agreement.
9. THE Service Company at all times is entitled to request that the Client
provide moneys to the Service Company, on receipt by the Service Company of
an invoice, demand or account or upon notification of a claim or a
requirement to make a payment for greater than $1,000.00 in relation to or
as a result of the provision or termination of any of the services,
facilities or equipment provided to the Client by the Service Company
either prior to or after the Service Company making that payment. The
Client shall within 14 days after the receipt of such a request pay the
moneys required as instructed by the Service Company.
10. The Client shall reimburse the Service Company for the costs and expenses
incurred by it but not paid by the Client to date for the provision of the
services, facilities and equipment by the Service Company to the Client
plus 15% thereof within 21 days from the date of the invoice for such
amount received from the Service Company by the Client.
11. The Client shall indemnify and keep indemnified the Service Company for all
costs, expenses, claims, outgoings, damages and liabilities incurred,
resulting or arising directly or indirectly, from the provision or
termination of services, facilities and equipment to the Client whether
pursuant to this Deed or prior to the execution of this Deed and shall
include any breach by the Client of this Deed or any lease agreement or
other agreement with the Service Company or any breach by the Service
Company of any lease or other agreement such breach being caused by,
resulting or arising from some act or omission by the Client. This
indemnity shall survive termination of this Deed.
12. The Client covenants that it has and shall continue to:-
12.1 keep and maintain the items of equipment referred to in Clause 2
("the equipment") in good repair;
12.2 if applicable, use or permit the use of the Equipment only by
properly qualified or licensed personnel;
12.3 skillfully and properly test the Equipment to ensure it is safe
for use and operation;
12.4 take care of the Equipment in order to prevent damage, loss or
destruction to the Equipment;
12.5 at the expiry of any lease entered into the by Service Company in
respect to an item or items of the Equipment ("Lease"), to deliver
that item or items to the Service Company or to the lessor under the
particular Lease, as instructed by the Service Company;
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12.6 in all respects use and treat the Equipment as though it was the
lessee under each Lease'
12.7 make all necessary payments on request by the Service Company
pursuant to Clause 9 above, required to be made by the lessee under
each or any of the Leases on a return to the Equipment or any items of
the Equipment by the Client, prior to the expiry of the particular
Lease covering that item or items of Equipment.
13.
13.1 IF either party breaches in any way this Deed or causes directly
or indirectly either party to be in breach of another agreement in
relation to the subject matter of this Deed, the non-defaulting party
may send a notice of default to the other party requiring the default
to be remedied within 14 days from the receipt of the notice.
13.2 If the defaulting party does not remedy the default within
fourteen (14) days from the receipt of the notice the non-defaulting
party may, without prejudice to its rights at law, demand specific
performance, terminate the agreement, and/or demand damages.
13.3 The defaulting party shall pay the costs of any action taken by
the other party as a result of the default.
14.
14.1 Either the Service Company or the Client may terminate this Deed
by sixty days prior written notice ("Notice of Termination").
14.2 The Notice of Termination, if given by the Client, must set out
which of the staff employed by the Service Company, whose services
were provided wholly for the conduct of the Client business, ("the
Staff") that the Client wishes to offer employment with the Client
after the termination of this Deed and the items of Equipment of which
the Client desires to retain possession until the expiry of the Lease
in relation to that item or items of Equipment.
14.3 The Notice of Termination, if given by the Service Company, shall
request the Client to give written notice within 14 days of the date
of the Termination Notice (or such further time, as agreed in writing)
of which of the Staff the Client wishes to employ and the items of
Equipment of which the Client wishes to retain possession until the
expiry of the Lease in relation to that item or items of Equipment.
14.4 The Service company shall after receipt of notification in
respect to the Staff and Equipment as required in sub-clauses 14.2 or
14.3:-
14.4.1 terminate the employment of the Staff the client
wishes to employ and the client shall immediately offer to
employ those members of Staff without there being any
adjustment for leave or other entitlements. In the event any
of these members of Staff do not accept the Client offer of
employment, the Client shall pay the termination pay and all
other entitlements properly due to any such member of Staff;
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14.4.2 Arrange for an agreement or agreements to be drawn up
in respect to the items of Equipment which the Client
desires to retain and the return and necessary payments in
respect to the items the Client does not wish to retain;
Until such time as sub-clauses 14.4.1. and 14.4.2 have been
complied with, Clauses 5, 8, 9, 10, 11, 12, 13 and 14 of
this Deed shall continue to bind the Client and the Service
Company.
14.5 The Service Company shall be entitled in the circumstances set
out below, to terminate the employment of the Staff and regain
possession of the Equipment, which it may return to the lessors under
the Leases. The Client shall be liable for all termination, leave and
other entitlements of the Staff in relation to the period of service
and if the Service Company does not terminate the employment, the
client shall be liable for the appropriate adjustment of leave and
other entitlements. The client shall be liable for all payments
required to be made on or as a result of the return of the Equipment
or any of items of the Equipment prior to the expiry of the Leases
pursuant to the relevant Lease and such demand for payment shall be
made in accordance with Clause 9 above which shall continue to bind
the parties after termination of this Deed:-
14.5.1 If the information is provided as required pursuant
to sub-clauses 14.2 or 14.3, this Clause shall only apply to
the Staff which the Client does not wish to employ and the
Equipment of which it does not wish to retain possession; or
14.5.2 If the Client does not provide the information
required in sub-clauses 14.2 or 14.3 within the time allowed
or any further time as agreed in writing this Clause shall
apply to all Staff and Equipment.
14.6 In the event the Service Company does not terminate the
employment of any one or more of the Staff within one month after the
date of the receipt of the information required in sub-clauses 14.2 or
14.3 ("the Receipt Date") or if the information is not received within
the time allowed pursuant to this Deed, one month after the last day
for the Client to provide that information ("the Information Date")
the Client shall not be liable for any termination pay in respect such
staff but shall be liable for the adjustment of leave and other
entitlements. In the event the Service Company does not return the
Equipment or any of item of Equipment within four months of the
Receipt Date or the Information Date as the case may be, the Client
shall not be liable for any payments required pursuant to the lease
upon the return of the Equipment prior to the expiry of the lease.
15. IN calculating the periods of service of the Staff and all entitlements and
adjustments for and in relation to the Staff, the Client shall be liable
for the total time the relevant member of the Staff was providing service
for the conduct of the business of the Client whether the Client or the
Service Company was the employer or not.
16. THIS Deed shall be construed in accordance with the laws of Victoria,
Australia.
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THE COMMON SEAL OF AXIS )
CONSULTANTS PTY LTD was )
hereunto affixed in accordance )
with its Articles of Association )
in the presence of: )
..................................... Director
..................................... Secretary
THE COMMON SEAL OF WE SELL )
FOR U CORP. )
was hereunto affixed in accordance )
with its Articles of Association )
in the presence of: )
..................................... Director
..................................... Secretary
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