THE BUSINESS READINESS CONSULTING SERVICES AGREEMENT

Dated as of the accepted date of this agreement by you (the Client).

BETWEEN:

Mentored Business Sales Services trading as Allsales (ABN 56 630 339 150 ) of Level 11, 1 Chifley Square, Sydney, New South Wales, 2000 ( First Party);

AND

The Client (you) requesting the services. (Second Party)

("The Parties")

Mentored Business Sales Services Pty Ltd trading as Allsales provides services on the following terms and conditions.

1.    The meaning of some words used in these terms and conditions;

  • We, us or our is a reference to MENTORED BUSINESS ADVISORY and BUSINESS READINESS CONSULTING;
  • Client, you or your is a reference to the person or business to whom we are providing our Services and who is required to pay for the Services we provide;
  • Materials mean any materials or items we need to buy in order to perform the Services;
  • Parties is a reference to both us and you;
  • Premises means the place where we will provide the Services; and
  • Services mean the advice we will provide in connection with the preparation of your business readiness program and due diligence preparation.

      The precise Services we will be providing to you will be stated in this agreement termed "THE BUSINESS READINESS CONSULTING SERVICES AGREEMENT"          and as we agree from time to time.

2.    Entering into a legally binding contract


a.      A contract between you and us will come into being in one of two ways:

i.       When you sign the "THE BUSINESS READINESS CONSULTING SERVICES AGREEMENT" we and you will enter into a legally binding contract on the date you             sign.

ii.      Where you and we agree verbally that we should provide the Services then there will be a legally binding contract on the date of our verbal agreement.

b.     We suggest that before you sign the "THE BUSINESS READINESS CONSULTING SERVICES AGREEMENT" or verbally agree to us providing Services that you            read through these terms and conditions. If you have any questions concerning them please ask us.

c.      You should download of copy of these terms and conditions for your records.

3.    Providing the Services

a.      Once we and you have entered into a legally binding contract we will normally start providing the Services to you straight away or on a date agreed between us               without further discussion with you. Occasionally the Services will be provided at some other date or time or be dependent on a number of factors.

b.     Our aim is to always provide you with the Services:

i.       Using reasonable care and skill;

ii.      In compliance with commonly accepted practices and standards in Business Advisory; and

iii.      in compliance with New South Wales laws and regulations in force at the time we are carrying out the Services.

4.    Days and times when we normally provide the Services and performance of Services away from the Premises

a.      Unless you and we agree otherwise, we will provide the Services on normal working days. A normal working day for us means Mondays to Fridays, excluding any             bank or other national holidays.

5.    Mentors as additional resources

        At the time we perform the Services we may require additional resources. This may be for a number of reasons such as:

a.     We require additional skills to provide the Services; or

b.     The need for the particular Services may only be revealed when we start performing the Services; or

c.      Whether or not we have provided an estimate, the subject of the Services may only become apparent when we start performing the Services and it was not                   reasonably possible to establish it until that point.

6.    Timing

6.1. Our responsibility to perform the Services by particular dates.

         We aim to carry out the Services by the dates and times we either agree with you or notify you. But we cannot guarantee or provide a firm commitment that:

a.      We will start performing the Services by a specified date or time; or

b.      We will complete the performance of all the Services by any specified date or time; or

c.      The performance of any individual part of the Services will be completed by a specified date or time.

6.2. What can happen if we cannot start performing the Services or complete performing the Services.

a.      If we do not start or complete performing the Services within a reasonable period from the date(s) we have agreed or notified then you may either:

i.       Choose to continue to wait until we can start performing the Services or complete performing them; or

ii.      Terminate the contract.

b.     Where we have started performing the Services and you decide you wish to terminate the contract you will only have to pay for any Services we have performed            up to the date of termination and for any Services or Materials which we have legal obligation to pay for. If you have made payment(s) to us in excess of the                    amount of Services we have performed or Materials we have purchased, we will return the difference to you within 14 days of the termination – Refer to Section 7.6

c.      What is a reasonable period of time depends on the type of Services we will be performing and the length of time they will take to perform. Typical timeframes;

        Business Readiness Stage One report – 14 - 30 days from when all information had been provided by the Client.

6.3. Situations or events outside our reasonable control.

a.      In addition, there are certain situations or events which occur which are not within our reasonable control (some examples are given in paragraph (b), directly                     below). Where one of these occurs we will normally attempt to recommence performing the Services as soon as the situation which has stopped us performing the           Services has been resolved. In such circumstances, there may be a delay (sometimes a substantial delay) before we can start or continue performing the Services.

b.     The following are examples of events or situations which are not within our reasonable control:

i.       If the business information including profit & loss statements and balance sheets are not provided at the time agreed;

ii.      Where you make a change in the Services you wish us to perform (and this results in, for example, us having to do further work or additional information;

iii.      Where we have to wait for other providers of services (who have been engaged by you) to complete their work before we are able to perform the Services (or the           relevant part of the Services dependent on the other provider if ordered at short notice);

iv.     Where we are unable to gain access to leases, stock records, employment records, supplier and services agreements, to carry out the Services at the times and              dates we have agreed with you;

v.      Where your accountant or bookkeeper has not yet provided up to date management accounts as we and you have agreed in order for us to perform the Services;

vi.     For other some unforeseen or unavoidable event or situation which is beyond our control.

c.      The following are examples of events or situations which are not within our reasonable control:

i.       Continuing to wait until we are able to recommence performing the Services. If you are required to make any payments during this period (for example if we and               you have agreed that you will pay us in staged amounts) then we will not require you to make any of the payments required until we are able to recommence                   performing the Services; or

ii.      Allowing you to terminate the contract. If you choose this option then you will only have to pay for 50% of the agreed price or as we mutually agree to the date of            termination. If you have made payment(s) to us in excess of the amount of Services we have performed, we will return the difference to you within 14 days of                cancellation.

7.    Price, fixed fees, estimates, additional fees and payments.


7.1. Our charges based on a fixed fee

       If we provide a fixed fee then we will charge you the amount stated excluding GST, for performing the Services are set out on www.mentored.business and in the           services brochures provided.

7.2. Our charges based on an estimate

       If we provide an estimate then we will charge you the amount stated in the estimate rather then a charge based on a fixed fee. Estimates are normally valid for a             period of 90 days from the date they are given.

7.3. When would we charge additional fees

        Where the amount of work involved is greater than that stated in an estimate (as set out in paragraph (b) then the following will happen:

i.       if the amount of extra time we need to spend to finish performing the Services will mean that the extra amount payable by you will not exceed 10% of the amount          stated in the estimate, then we will carry on providing and completing the Services without contacting you and obtaining your agreement;

a.     Otherwise, we will not continue performing the Services and we will seek your approval to the extra amount that you will need to pay.

        7.3. When payment is required

        Payment for our Services is normally made in the following ways, either:

a.      Payment prior to commencing work; or

b.     50% upon commencement and the balance on completion; or

c.      In a number of staged payments, often involving:

i.       The payment of a deposit of 10% before we commence performing the Services; and

ii.      The payment of the remaining amount in a number of fixed payments paid at regular periods.

        Which option we will use will be indicated in this "Mentored Services Agreement".

7.4. GST

        All amounts stated (whether orally or in writing) are exclusive of GST.

7.5. If you do not pay when required to

        If you fail to make payment by the date or time we and you agree, we may:

a.      Charge you interest (at an interest rate of 2% per 30 days on any outstanding amounts if those outstanding amounts remain unpaid for more than 30 days from             the date of our invoice or when we asked you first to pay them; and/or

b.     if the amounts not paid represent more than 20% of the total value of the Services we are to perform for you, and there remain some Services which we have not          yet performed, then we may suspend performing the remaining Services until you make payment.

7.6. Where you seek to not pay amounts due to us

        You agree that you will not refuse to pay any amount owing to us where there is only a minor or inconsequential error in the delivery of the Services and that any            request for credit will be advised in writing within 7 days of entering into this agreement or where the service has been provided, within 7 days of receipt of the              completed service.

8.    Exclusion and limitation of liability

a.      In the event that any loss or damage suffered by you relates to your business activities then we exclude all liability for any business loss and in particular, we                   exclude all liability for loss of profits or other economic loss arising out of a breach of this contract.

b.     Any liability is strictly limited to the value of this Services Agreement.

9.    Communicating with us

a.      You can contact us on 1800 858 696 or email support@mentored.com.au

b.     However, for important matters, we suggest that you use writing and send any communications by post to Mentored C/ L11, 1 Chifley Square, Sydney, New South          Wales, 2000.

10.  Termination of contract by you

a.      Once we and you enter into a binding contract you will normally not be able to terminate the contract, except where we agree or as otherwise provided for in this             contract.

b.     If we agree to terminate the contract then you will be responsible for the cost of:

i.       Any of our time in performing the Services up to the date we stop providing the Services; and

ii.      Any services we are contractually committed to buying up to the date of termination (whether or not we need to pay for them before or after the date the                      contract between us and you is terminated).

c.      In the circumstances stated in paragraph (b), we will first deduct the amounts for which you are responsible for any deposit you have paid. Any remaining deposit           will be returned to you. If the amount owing is greater than the deposit we will invoice you for the amount in excess of the deposit.

d.     If you:

i.       Purport to terminate the contract, or

ii.      Give notice purporting to terminate the contract; or

iii.      Otherwise, do not fulfil your obligations (such as by not paying any sums due to be paid to us) in a way which amounts to you terminating the contract, we do not             have to accept your termination of the contract except as provided in paragraph (b) or as otherwise provided for in this contract. However, we may choose to                 accept termination of the contract, and if we choose to do so you will be required to pay to us a reasonable amount for the losses and costs (including loss of                 profit) we have suffered. If you have paid a deposit, this will be retained and if our reasonable losses and costs (including loss of profit) are greater than the                    deposit we have retained we will require you to pay for our losses and costs in excess of the deposit retained.

11.  Amendments to the contract terms and conditions

        We will have the right to amend the terms and conditions of this contract where:

a.      We need to do so in order to comply with changes in the law or for regulatory reasons; or

b.     We are changing the rates we charge for the provision of Services as provided for in clause 7; or

c.      We need to correct any errors or omissions (and this right includes the right to change any of the documentation which forms part of the contract), as long such               correction is minor and does not materially affect the contract; or

d.     We need to correct any errors or omissions (and this right includes the right to change any of the documentation which forms part of the contract), as long such              correction is minor and does not materially affect the contract.

        Where we are making any amendment we will give you 30 days' prior notice (unless the contract is terminated before that period).

12.  Law and jurisdiction

        This Agreement takes effect, is governed by, and shall be construed in accordance with the laws from time to time in force in New South Wales, Australia. The                Parties submit to the non-exclusive jurisdiction of the courts of New South Wales.         

Schedule 1. Our Pricing or as quoted as part of the Services Agreement.

        Our fixed fee charges for Business Readiness if paid upfront as
        $5950 + GST for businesses valued under $1M or $9950 + GST for businesses valued over $1M 

        Payment as $950 deposit to commence work and balance of the fee is payable upon delivery of the work or 30 days whichever is sooner.

Our fixed fee for service charges

        Quoted according to services required.