InSitu Clinical Support Pty Ltd ACN 620 595 753 (“InSitu”) operates a web-based platform designed to connect Task Completers with Task Hosts who require clinical research services.
These Terms and Conditions outline InSitu's and Your rights and obligations in relation to the InSitu Platform.
All defined terms in these Terms and Conditions have the meaning given to them in the “Definitions and Interpretation” section appearing at the end of these Terms and Conditions.

1.                This Agreement

1.1         This Agreement is:
    (a)  a binding contract between You and InSitu; and
    (b)  incorporates all policies (including InSitu’s privacy policy) implemented by InSitu from time to time (as may be amended by InSitu from time to time) and which are available on the InSitu Platform.

1.2         Your use or continued use of the InSitu Platform constitutes Your acceptance of this Agreement.

1.3         InSitu's privacy policy, applies to all Users and forms part of this Agreement. Your use of the InSitu Platform confirms that You consent to, and authorise, the collection, use, and disclosure of Your Personal Information in accordance with InSitu's privacy policy.

2.                Posted Tasks, Offers and acceptances

2.1         Task Hosts may publish Posted Tasks on the InSitu Platform.

2.2         Task Completers may make an Offer in response to a Posted Task. Some parts of an Offer may be made publicly available, including to persons browsing the InSitu Platform who are not Users.

2.3         A Task Host may revoke or amend a Posted Task at any time before that Task Host accepts an Offer. InSitu reserves the right to cancel all Offers on a Posted Task made prior to that amendment.

2.4         Upon a Task Host accepting an Offer on the InSitu Platform, a Task Contract is created between that Tast Host and the Task Completer who made that Offer.

3.                InSitu's Role

3.1         The InSitu Platform is a platform designed to connect Task Completers with Task Hosts who require healthcare clinical services.

3.2         InSitu provides access to and the use of the InSitu Platform only, allowing Task Hosts to publish Posted Tasks and Task Completers to make Offers in respect of Posted Tasks.

3.3         InSitu does not:
    (a)   provide or arrange for the provision of any healthcare tasks or services;
    (b)   participate in the interaction between Task Completers and Task Hosts, except to provide technology to facilitate the interaction, including in relation to the processing of payments on behalf of Task Completersand Task Hosts; and
    (c)   except to the extent otherwise provided in this Agreement, involve itself in the terms of engagement between Task Completers and Task Hostsor the regulation of their engagement with each other.

3.4         Task Completers solely determine whether to make Offers. Task Hosts solely determine whether to accept Offers. InSitu has no control over and is not responsible for the acts or omissions of any Task Completer or Task Host on and off the InSitu Platform.

3.5         InSitu is not a referral service and does not recommend or endorse any particular User. InSitu is not an employment service or agency, and does not employ or otherwise engage Task Completers. InSitu provides a platform through which Task Hosts may engage Task Completers directly.

3.6         Task Completers must contract directly with Task Hosts for the provision of Services. InSitu is not a party to any Task Contract.

3.7         No independent contractor, agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created between You and InSitu by Your use of the InSitu Platform, or by this Agreement. In particular, You have no authority to bind InSitu in any way whatsoever.

3.8         By using the InSitu Platform, Task Hosts must observe and comply with all laws relating to the engagement of Task Completers, including all applicable workplace and workplace health and safety laws.

4.                Becoming a User

4.1         To use the InSitu Platform, You must create an account with InSitu on the InSitu Platform. You must be a natural person (in Your own right or in Your capacity as a representative of an entity) and at least 18 years of age.

4.2         At its absolute discretion, InSitu may refuse to allow any person to create an account with InSitu.

4.3         When creating Your account with InSitu, You will be required to provide specific information. You represent and warrant that all information You provide to InSitu is true, accurate, current and complete, and You agree to maintain and promptly update such information to keep the information true, accurate, current and complete.

4.4         InSitu may issue to You one or more unique user names and passwords in order to access the InSitu Platform (“Account Credentials”). You must keep Your Account Credentials confidential and secret. You acknowledge and agree that InSitu relies on Account Credentials to ascertain whether Users accessing the InSitu Platform are authorised to do so. If a person accesses the InSitu Platform using Your Account Credentials, InSitu will rely on those Account Credentials and assume that it is You who is accessing the InSitu Platform. To the full extent permitted by the ACL and other applicable laws, InSitu will not be responsible for any loss or liability that You or any other person may suffer or incur by reason of unauthorised access to the InSitu Platformoccurring as a result of a breach of Your obligations under this clause 4.4.

4.5         If You create an account with InSitu on behalf of a third party, You represent and warrant that You have the authority to represent such third party and bind that third party to this Agreement.

4.6         You must maintain control of Your InSitu account and must not, without InSitu’s prior written consent, deal with Your account in any way, including by allowing others to use Your account, or by transferring or selling Your account or any of its content to another person.

5.                Use of InSitu Platform

5.1         You must at all times:
    (a)   comply with this Agreement (including all InSitu policies) and all applicable laws;
    (b)   only publish true and accurate information on the InSitu Platform; and
    (c)   ensure that You are aware of all laws that apply in relation to the provision of Services, or all laws that apply to You as a Task Host or a Task Completer, or in relation to using the InSitu Platform.

5.2         You agree that any content (whether provided by InSitu, a User or a third party) on the InSitu Platform may not be used on third party sites or for other business purposes without InSitu's prior written consent.

5.3         You must not use or rely upon the InSitu Platform for any purpose or in any manner for which the InSitu Platform is not intended, including for any illegal or immoral purpose.

5.4         You grant to InSitu an unrestricted, worldwide, royalty-free licence to use, reproduce, modify and adapt any content and information You publish on the InSitu Platform. You agree that any such content and information or any derivative works thereof, may be disseminated, distributed, publicly displayed, reproduced, used, sublicensed, posted, or published by InSitu, and searched, displayed, printed or otherwise used or exploited by Users and persons browsing the InSitu Platform who are not Users.

5.5         You must not publish on the InSitu Platform any information that may be potentially or actually harmful to InSitu or any other person. Harm includes economic loss that will or may be suffered by InSitu.

5.6         Without limiting any other provision of this Agreement, You must ensure that any information You supply to InSitu or publish on the InSitu Platform (including in a Posted Task or as part of an Offer) is up-to-date and kept up-to-date. You represent and warrant that the content or information you provide to InSitu or publish on the InSitu Platform, or that You copy, reproduce or use:
    (a)  is not false, inaccurate or misleading or deceptive;
    (b)  does not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or intellectual property rights, rights of publicity, confidentiality or privacy;
    (c)  does not violate any applicable laws (including those governing criminal law, anti-discrimination, privacy, consumer protection and competition/fair trading laws);
    (d)  does not misrepresent Your identity in any way;
    (e)  does not have the potential to create liability for InSitu or cause InSitu to violate the requirements of, or to lose any services of its internet service Hosts or other suppliers;
    (f)  is not discriminatory, unlawful, tortious, fraudulent, defamatory, libellous, harmful, threatening, pornographic, indecent, vulgar, harassing, discourteous, hateful, abusive or racially, ethnically, religiously, sexually or otherwise offensive;
    (g)  is not obscene or contain any material that, in InSitu's reasonable opinion, is in any way inappropriate or unlawful, including obscene, inappropriate, or unlawful images;
    (h)  does not contain any malicious code, data or set of instructions that intentionally or unintentionally causes harm or subverts the intended function of the InSitu Platform, including viruses, trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, modify, delete, detrimentally interfere with, surreptitiously intercept, access without authority or expropriate any system, data or Personal Information; and
    (i)  does not contain any advertising or solicitation for anything other than services offered through the InSitu Platform.

5.7         InSitu reserves the right to reject or amend any content or information You publish on the InSitu Platform, at its discretion (acting reasonably).

5.8         The InSitu Platform may from time to time engage location-based or map-based functionality. The InSitu Platform may display the location of Task Hosts and Task Completers to persons browsing the InSitu Platform. Task Hosts may be requested to provide the address (or part of the address) where the Services are to be delivered. You consent to InSitu using such location-based or map-based functions and displaying such locations or addresses on the InSitu Platform.

6.                Offensive content

6.1         While InSitu will use its reasonable endeavours to enforce the provisions of this Agreement with all Users, You may be exposed through the InSitu Platform to content that violates this Agreement, or is otherwise offensive.

6.2         You access the InSitu Platform at Your own risk.

6.3         InSitu may, but is not obligated, to delete InSitu accounts and/or remove content from the InSitu Platform if it determines or suspects that those accounts or content violate the terms of this Agreement.

7.                Ownership of intellectual property rights

7.1         You acknowledge that:
    (a)  all information, texts, material, graphics and software displayed on or accessible via the InSitu Platform (excluding Your data), appearing in any material form, including on screen and in any print-outs, is protected by copyright and is owned by InSitu and/or its licensor(s);
    (b)  the source code and object code for the InSitu Platform is owned by InSitu and/or its licensor(s);
    (c)  the ideas, know-how, methodology, formulae, algorithms, devices, configurations and compilations comprising or incorporated in the InSitu Platform (excluding Your data) comprises part of the intellectual property rights of InSitu and/or its licensor(s); and
    (d)  any trade marks associated with the InSitu Platform (whether registered or unregistered) are owned by InSitu and/or its licensor(s).

7.2         You must not do anything inconsistent with the ownership of the intellectual property rights of InSitu’s and/or its licensor(s)’s in the InSitu Platform. Without limitation, You must not:
    (a)  reverse engineer, decompile, disassemble, reconfigure or otherwise attempt to discover the source code of the InSitu Platform;
    (b)  breach any copyright or other intellectual property rights held by InSitu and/or its licensor(s) in the InSitu Platform; or
    (c)  make or attempt to make any derivative works or adaptations of the InSitu Platform.

7.3         If InSitu reasonably determines that You have breached any provisions of this Agreement, it may remove any content, Posted Task and/or Offer You have published on the InSitu Platform, and/or cancel or suspend Your account.

8.                Feedback, reputation and reviews

8.1         After a Task Contract is completed, the parties are encouraged to review and provide feedback on the performance of the Services on the InSitu Platform.

8.2         By using the InSitu Platform, You acknowledge that You transfer to InSitu copyright in any feedback, reputation and reviews You leave (whether in relation to a Task Host or a Task Completer), which may consist of a quality rating derived by InSitu of Task Completers(“Feedback”).

8.3         You acknowledge that the Feedback belongs solely to InSitu, notwithstanding that InSitu may permit You to use it on the InSitu Platform while You have an InSitu account.

8.4         You must not use the Feedback or deal with the Feedback in any way that is inconsistent with InSitu’s policies, without the prior written consent of InSitu.

8.5         You must not do anything that may undermine the integrity of the InSitu Feedback system.

8.6         InSitu is entitled to suspend or terminate Your InSitu account at any time if InSitu, in its discretion, is concerned by any Feedback about You, or Your Feedback rating is considered to be problematic to InSitu.

8.7         InSitu’s Feedback ratings belong to InSitu and may not be used for any purpose other than in relation to the consideration of the entry into Task Contracts.

8.8         You must not use Your InSitu Feedback (including marketing or exporting Your Feedback or quality rating) in any real or virtual venue other than the InSitu Platform, without the prior written consent of InSitu.

8.9         You represent and warrant that all Feedback You provide is true and correct, and is not misleading.

9.                Task Contracts and warranties

9.1         The terms of each Task Contract comprise the provisions of clauses 10, 11, 12, 13and 14of these Terms and Conditions, and any terms specifically agreed between the Task Host and the Task Completer (“Specifically Agreed Terms”), including any such terms which may be referred to or attached to a Posted Task. If there is any inconsistency or conflict between any of the Specifically Agreed Terms and any of the provisions of clauses 10, 11, 12, 13and 14of these Terms and Conditions, the provisions of clauses 10, 11, 12, 13and 14of these Terms and Conditions shall prevail to the extent of such inconsistency or conflict. In the absence of any such Specifically Agreed Terms, the model terms set out in Appendix “A” to this Agreement shall apply to each Task Contract.

9.2        If You are a Task Completer:
    (a)  You must at all relevant times be permitted to practise as a medical practitioner under all applicable Australian laws and be registered to practise on the AHPRA Register;
    (b)  You must have in place at all relevant times professional indemnity insurance and  any other insurances required by law or which a prudent person engaged in providing services of the nature of the relevant Services would effect;
    (c)  You represent and warrant that at all relevant times You have a valid ABN registration;
    (d)  You must have the right to provide Services under a Task Contract and to work in Australia. You must comply with tax and regulatory obligations in relation to any payment received under a Task Contract (including the Task Price);
    (e)  You must not, when supplying any Services, charge the Task Host any fees in addition to the Task Price. However, You and the Task Host may agree to amend the Task Price through the InSitu Platform;
    (f)  You must not request payments outside of the InSitu Platform from the Task Host except to the extent permitted by clause 9.2(g)below; and
    (g)  where You have agreed to incur any costs of providing the Services (such as equipment required to provide the Services), then You are solely responsible for obtaining any reimbursement from the Task Host. You should not agree to incur costs in advance of receiving reimbursement from the Task Host for such costs, unless You are confident that the Task Host will promptly reimburse the costs.

9.3         Whether You are a Task Host or a Task Completer, You represent and warrant that:
     (a)  if You are a body corporate, You have been incorporated in accordance with the laws of Your place of incorporation, are validly existing under those laws and have power and authority to carry on Your business as it is now being conducted;
    (b)  You have the power to enter into this Agreement and each Task Contract to which You are a party and to comply with Your obligations under them;
    (c)  this Agreement and each Task Contract to which You are a party and the transactions under them do not contravene Your constituent documents (if any) or any law or obligation by which You are bound or to which any of Your assets are subject or cause a limitation on Your powers or, if You are a body corporate, the powers of Your directors to be exceeded;
    (d)  You hold each authorisation that is necessary or desirable to:
       (i) enable You to properly enter into this Agreement and each Task Contract to which You are a party and to carry out the transactions that they contemplate;
       (ii) ensure that this Agreement and each Task Contract to which You are a party are legal, valid, binding and admissible in evidence; or
       (iii) enable You to properly carry on Your business as it is now being conducted,
and You are complying with any conditions to which any of these authorisations is subject;
    (e)  Your obligations under this Agreement and each Task Contract to which You are a party are valid and binding and are enforceable against You in accordance with their terms (except to the extent limited by equitable principles and laws affecting creditors' rights generally); and
    (f)  if You enter into this Agreement or any Task Contract to which You are a party as trustee (“Trustee”) for a trust (“Trust”):
       (i) the Trustee has power as trustee of the Trust to execute and perform its obligations under this Agreement and each relevant Task Contract;
       (ii) all necessary action required by the trust deed establishing the Trust (“Trust Deed”) to authorise the unconditional execution and delivery of, and compliance with Your obligations under, this Agreement and each relevant Task Contract has been taken;
       (iii) the Trustee is the only trustee of the Trust and no action has been taken to remove the Trustee as trustee of the Trust or to appoint an additional trustee of the Trust;
       (iv) the Trustee has a right to be fully indemnified out of the property of the Trust in relation to all of its obligations under this Agreement and each relevant Task Contract, and the Trustee has not released or disposed of its equitable lien over the property of the Trust which secures that indemnity; and
       (v) the Trust is properly constituted and the Trust Deed is not void, voidable or otherwise unenforceable.

10.             SP Task Contracts – Task Price and InSitu Fee

10.1      The provisions of this clause 10apply in respect of each SP Task Contract.

10.2      In respect of each SP Task Contract:
    (a)  in consideration for the provision of the Services by the Task Completer, the Task Host must pay the Task Price to the Task Completer; and
    (b)  in consideration for the provision of access to and the use of the InSitu Platform by InSitu, the Task Host must pay the InSitu Fee to InSitu,
by way of the Task Host paying into the InSitu Account the Agreed Total Payment (comprising the Task Price and the InSitu Fee) upon creation of that SP Task Contract. Each of the Task Price and the InSitu Fee is due and payable within 7 days following the performance of the Services, and must be paid in the manner referred to in clauses 10.3and 10.4.

10.3      In respect of each SP Task Contract, once the Services have been performed, each of the Task Host and the Task Completer must provide notification of such performance on the InSitu Platform. The Task Host is deemed to provide such notification if it does not notify of an objection on the InSitu Platform within 7 days of the Proposed Completion Date. If the Task Host provides such notification or is deemed to provide such notification, then the Task Host irrevocably authorises and directs InSitu:
    (a)  to pay to InSitu from the Agreed Total Payment (or part of it) held in the InSitu Account, an amount equal to the InSitu Fee, to be applied by InSitu in and towards reduction of the InSitu Fee payable by the Task Host to InSitu under clause 10.2(b); and
    (b)  to release to the Task Completer the balance of that Agreed Total Payment (on account of the Task Price).

10.4      If, in respect of an SP Task Contract, only part of an Agreed Total Payment is received by InSitu into the InSitu Account, such amount received shall be applied as follows:
    (a)  first, to InSitu towards any amount due and payable by the Task Host to InSitu in respect of that SP Task Contract (including any outstanding InSitu Fee); and
    (b)  secondly, the balance of such amount shall be released to the Task Completer on account of the Task Price.

11.             MP Task Contracts – Task Price and InSitu Fee

11.1      The provisions of this clause 11apply in respect of each MP Task Contract.

11.2      In respect of each MP Task Contract:
    (a)  in consideration for the provision of the Services by the Task Completer, the Task Host must pay the Task Price to the Task Completer; and
    (b)  in consideration for the provision of access to and the use of the InSitu Platform by InSitu, the Task Host must pay the InSitu Fee to InSitu,
by way of the Task Host paying into the InSitu Account the Agreed Payment (comprising the Task Price Payment and the InSitu Fee Payment) for each Payment Interval throughout the Term. The first such Agreed Payment shall be due and payable upon the creation of the Task Contract and each subsequent Agreed Payment shall be due and payable each Payment Interval at such time or times as agreed between the Task Completer and the Task Host (as indicated on the InSitu Platform), and must be paid in the manner referred to in clauses 11.5and 11.6.

11.3       In respect of each MP Task Contract, at the end of each Payment Interval, invoices (each an “Invoice”) are generated by the InSitu Platform on behalf of the Task Completer for the Task Price Payment referable to that Payment Interval, and on behalf of InSitu for the InSitu Fee Payment referable to that Payment Interval.

11.4      In respect of each MP Task Contract, promptly following the issue of an Invoice in respect of a Payment Interval, the Task Host must review that Invoice and, if correct, provide, within 7 days of its issue, the Task Host’s approval of that Invoice on the InSitu Platform. The Task Host is deemed to provide its approval of an Invoice if it does not reject that Invoice on the InSitu Platform within 7 days of its issue. If the Task Host provides such approval or is deemed to provide such approval in respect of an Invoice, then InSitu will accept that Invoice as being approved by the Task Host.

11.5      Following actual or deemed approval of an Invoice, the Task Host irrevocably authorises and directs InSitu:
    (a)  to pay to InSitu from the Agreed Payment (or part of it) for the Payment Interval referable to that Invoice held in the InSitu Account, an amount equal to the InSitu Fee Payment for that Payment Interval, to be applied by InSitu in and towards reduction of the InSitu Fee payable by the Task Host to InSitu under clause 11.2(b); and
    (b)  to release to the Task Completer the balance of that Agreed Payment for that Payment Interval (on account of the Task Price Payment for that Payment Interval).

11.6      If, in respect of an MP Task Contract, only part of an Agreed Payment is received by InSitu into the InSitu Account, such amount received shall be applied as follows:
    (a) first, to InSitu towards any amount due and payable by the Task Completer to InSitu in respect of that MP Task Contract (including any outstanding InSitu Fees); and
    (b) secondly, the balance of such amount shall be released to the Task Completer on account of the relevant Task Price Payment.

11.7    If a Posted Task requires a Task Completer to incur any costs in providing the Services, You acknowledge and agree that such costs will not be included in the calculation of the InSitu Fee or the Task Price.

12.             Other payment terms

12.1      Payments by a User into the InSitu Account may be made by way of direct deposit, direct debit or in such other manner as InSitu may from time to time notify Users in writing. If a payment or payments are to be made by direct debit, then the relevant User must provide to InSitu details of the relevant bank account or credit card account and authority for InSitu to debit such account, in the form reasonably required by InSitu.

12.2      Each Task Host’s obligation to pay the InSitu Fee is absolute and unconditional and (without limitation) will continue even if there is a dispute in relation to any Services, any Agreed Total Payment (or any part of it) or any Agreed Payment (or any part of it), or the relevant Task Contract is rescinded, terminated or otherwise cancelled, and each Task Host agrees not to exercise or seek to exercise any right or claim to withhold payment or claim any deduction or set-off. To the full extent permitted by the ACL and other applicable laws, InSitu Fees are non-cancellable and non-refundable.

12.3      InSitu may restrict Your InSitu account until all InSitu Fees which You owe to InSitu (on any account, including in respect of any Task Contract) have been paid.

12.4      You must pay to InSitu promptly following its demand interest on any amounts due but unpaid under this Agreement at a rate of interest equal to the interest rate charged from time to time by InSitu’s bankers on overdrafts, calculated on a daily basis from the date the relevant amount became due to the date of payment by You and compounded monthly. If a liability under this Agreement becomes merged in a judgment or order or exists after Your winding up, You, as an independent obligation, must pay interest on the amount of that liability from the date the liability becomes payable both before and after the judgement, order or winding up until it is paid, also at that rate.

12.5      You irrevocably authorise InSitu to set off without notice any amount held by InSitu (including any Agreed Payments or other amounts held by InSitu on behalf of the relevant Task Host or Task Completer) against any amount owing by You to InSitu on any account (including InSitu Fees in respect of any Task Contract). You must not exercise any right of set-off on any account.

12.6      You acknowledge and agree that:
    (a) You will not receive interest or other earnings on funds that InSitu handles on Your behalf;
    (b) InSitu may receive interest on funds that InSitu handles on Your behalf;
    (c) InSitu may commingle and deposit funds transferred to it in accordance with this Agreement with funds of InSitu in any account, at any institution, or in any other manner InSitu may determine from time to time; and
    (d) such commingled funds may be used to pay other Users, and by InSitu for general corporate purposes or otherwise, provided that InSitu will remain liable to remit payment to Task Completers for Services that have been provided in accordance with this Agreement (to the extent that InSitu holds the relevant funds in the InSitu Account).

12.7      If any GST is payable on any supply made by a party (“supplier”) to another party (“recipient”) under or in connection with this Agreement, then the recipient must pay to the supplier the amount of such GST (to the extent that it is not already specifically included) in addition to the consideration otherwise payable for the supply. The supplier must provide the recipient with a tax invoice in such form as will permit the recipient to claim an input tax credit for the amount of such GST should it be so entitled.

13.             Prohibitions on payments outside InSitu Platform

13.1      Except to the extent expressly permitted under this Agreement, You must not:
    (a)  attempt to negotiate any fees or payments in respect to Services directly with another User outside the InSitu Platform; or
    (b)  avoid fees charged by InSitu as set out in this Agreement.

13.2      If You are a Task Completer, You must not, except to the extent expressly permitted under this Agreement:
    (a) provide Services to any person to whom the Task Completer was introduced by the InSitu Platform without reporting to InSitu in respect to each Service, in accordance with this Agreement; or
    (b) directly invoice a Task Host, or accept any payment from a Task Host for the provision of any Services.

13.3      If You are a Task Completer, You must account to InSitu for any amount received from a Task Host for any Services (except to the extent otherwise provided under this Agreement).

13.4      If You are a Task Host, You must not make payment for any Services directly to a Task Completer (except to the extent expressly permitted under this Agreement).

13.5      You acknowledge and agree that any act or omission that encourages or solicits complete or partial payment outside of the InSitu Platform  (except to the extent otherwise provided under this Agreement) is a breach of this Agreement.

13.6      If You breach any provisions of this clause 13, You must pay to InSitu promptly upon demand an amount equal to the applicable fees that would have been payable to InSitu under this Agreement had the Services been provided in accordance with the terms of this Agreement. You agree that such amount is a genuine pre-estimate of the loss to InSitu if you breach any provisions of this clause 13.

13.7      If, in respect of a Task Contract, You make any amendments to the Task Price, the Term, the Payment Intervals, the Agreed Payment in respect of any Payment Interval or the Proposed Completion Date (if applicable), You must indicate such amendments on the InSitu Platform.

14.             Refunds

14.1      If, in respect of a Task Contract:
    (a)  (i) the Task Host and the Task Completer mutually agree to rescind, terminate, or otherwise cancel the Task Contract; or
           (ii) following reasonable attempts by a Task Host to contact a Task Completer to perform the Task Contract, the Task Contract is rescinded, terminated, or otherwise cancelled; and
    (b) InSitu is satisfied (acting reasonably) that the Task Price (or any part of it) held in the InSitu Account should be returned to the Task Host,
then, subject to clause 14.3, InSitu will promptly (following resolution of the rescinded, terminated or cancelled Task Contract) remit to the Task Host the Task Price (or the relevant part of it) held in the InSitu Account. InSitu may also determine in its absolute discretion (acting reasonably) to refund to the Task Host the InSitu Fee held in the InSitu Account in respect of that Task Contract.

14.2      Any amount paid by InSitu on behalf of a Task Completer under clause 14.1will be a debt owed by the Task Completer to InSitu.

14.3      If a Task Contract is rescinded, terminated, or otherwise cancelled:
    (a) InSitu will retain all InSitu Fees in accordance with clause 10; and
    (b) the rescission, termination, or cancellation will be attributed to the Task Completer unless the Task Completer can provide evidence to InSitu's reasonable satisfaction that the Task Host caused the rescission, termination, or cancellation of the Task Contract.
If the parties agree to any termination or cancellation fee payable under the Task Contract as a consequence of such rescission, termination, or cancellation, it is the responsibility of the party aggrieved to claim any amount owed directly from the other.

15.             Identity verification

15.1      You understand that Users may make representations to You about themselves via the InSitu Platform, or in other communications.

15.2      InSitu has the right, but not the obligation, to use InSitu Identity Verification Services in respect of one or more Task Completers and publish the results of such verification on the InSitu Platform.

15.3      You acknowledge and agree that InSitu Identity Verification Services are point-in-time checks and may not be accurate as the InSitu Identity Verification Services are dependent on information supplied by Users and/or information or verification services provided by third parties.

15.4      Task Hosts are solely responsible for verifying the identity, qualification and skills of Task Completers, and to the full extent permitted by the ACL and other applicable laws, InSitu is not liable for (and each User releases InSitu from) any loss, damage, claim, liability, cost, tax, charge or expense suffered or incurred by any Task Host or any other person, arising from or in connection with any InSitu Identity Verification Services.

16.             Liability, permitted exclusions and indemnities

16.1      Task Completers are liable for all acts and omissions in the provision of Services. Task Hosts are liable for all acts or omissions in the receipt of Services.

16.2      To the full extent permitted by the ACL and other applicable laws:
    (a) InSitu excludes all express and implied terms, warranties, conditions and guarantees (other than the ones set out in this Agreement);
    (b) the InSitu Platform is provided on an "as is" and “as available” basis, and without limiting clause 16.2(a), InSitu does not give any guarantee, representation or warranty that the functions contained in the InSitu Platform or access to the InSitu Platform will be uninterrupted or error-free or that no viruses or other harmful components will be transmitted through the InSitu Platform to Your systems;
    (c) without limiting clause 16.2(a), InSitu does not give any guarantee, representation or warranty as to the truth, accuracy, currency, or completeness of any aspect of any information provided by Users, including any content or information a User publishes on the InSitu Platform, the ability of Task Completers to perform tasks or services or supply items, the honesty or accuracy of any information provided by Task Hosts, or any Task Host’s ability to pay for the Services requested;
    (d) InSitu is not liable for (and each User releases InSitu from) any loss, damage, claim, liability, cost, tax, charge or expense suffered or incurred by any User or any other person, arising from or in connection with any interaction or transaction between Task Hosts and Task Completers;
    (e) InSitu is not liable to any User or any other person in contract, tort (including negligence), in equity, by operation of statute (to the extent liability may be excluded by law) or otherwise for (and each User releases InSitu from) any kind of indirect or consequential loss or damage, loss of opportunity, loss of revenue, loss of profit or anticipated profit, loss of contracts, loss of goodwill or loss arising from business interruption arising out of or in connection with this Agreement or the InSitu Platform or its use, except to the extent directly caused or contributed to by the fraud, negligence or wilful misconduct of InSitu or its officers or employees; and
    (f) in any event, InSitu’s liability under or in relation to this Agreement or the InSitu Platform or its use, is limited, at its option, to one or more of the following (as InSitu reasonably determines): the supplying of the relevant services again or paying the cost of having the relevant services supplied again.

16.3      For the avoidance of doubt, nothing in this Agreement is intended to exclude, restrict or modify any rights or remedies which a User may have under the ACL or any other applicable law which cannot be excluded, restricted or modified.

16.4      To the full extent permitted by law, InSitu will not be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is due to any cause beyond its reasonable control, including internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of god, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties. If a delay or failure of InSitu to perform its obligations under this Agreement is due to a cause beyond its reasonable control, the performance of InSitu’s obligations will be suspended accordingly.

16.5      Each User unconditionally and irrevocably indemnifies InSitu and its officers, agents and employees from and against all loss, damages, claims, liabilities, costs, taxes, charges and expenses (including legal expenses on a full indemnity basis) of whatever kind or nature suffered or incurred by InSitu or any of its officers, agents or employees, arising from, or in connection with any failure by that User to observe any of its obligations under this Agreement or any Task Contract, except to the extent caused or contributed to by the fraud, negligence or wilful misconduct of InSitu or its officers or employees.

17.             Dispute resolution

17.1      InSitu has no obligation to assist or involve itself in any dispute between Users.

17.2      InSitu encourages You to try and resolve disputes with other Users directly.

Accordingly, You acknowledge and agree that InSitu may, in its absolute discretion, provide Your information as it reasonably determines is suitable to other parties involved in the dispute.

17.3      If a dispute arises between You and another User, You must co-operate with the other User and make a genuine attempt to resolve the dispute.

17.4      InSitu may elect to assist Users resolve disputes. Any User may refer a dispute to InSitu. You must co-operate with any investigation undertaken by InSitu.

17.5      InSitu has the right to hold any Task Price or any Task Price Payment that is the subject of a dispute in the InSitu Account, until the dispute has been resolved.

17.6      If InSitu provides information about other Users to You for the purposes of resolving disputes under this clause 17, You acknowledge and agree that such information will be used only for the purpose of resolving the dispute (and no other purpose) and that You will indemnify InSitu against any claims relating to any other use of information not permitted by this Agreement.

18.             Termination

18.1      Either You or InSitu may terminate Your InSitu account and this Agreement at any time for any reason by providing written notice to the other on the InSitu Platform.

18.2      Termination of this Agreement does not affect any Task Contract that has been created between Users. If You have entered into a Task Contract, You must continue to comply with the terms of that Task Contract including providing the Services or paying the Agreed Total Payment or the Agreed Payments (as applicable) in accordance with this Agreement.

18.3      Clauses 10, 11, 12, 13,14, 16and 17and each other provision of this Agreement which by its nature is capable of surviving termination of this Agreement, will survive termination of this Agreement.

18.4      If Your InSitu account or this Agreement is terminated for any reason, then You must not, without InSitu's consent, create any further accounts with InSitu and InSitu may terminate any other accounts You operate.

19.             Amendments to this Agreement

19.1      InSitu may amend the terms of this Agreement or any of InSitu’s policies (and update the InSitu pages on which they are displayed) at any time and from time to time. InSitu will notify You of any amendments to this Agreement by sending notification of such amendments to Your InSitu account or by posting a notice of the changes on the InSitu Platform.

19.2      Your use or continued use of the InSitu Platform and/or the InSitu Service following notice of any such amendments will constitute Your acceptance of the amendments.

19.3      When You actively agree to amended terms (for example, by clicking a button saying “I accept”) or use or continue to use the InSitu Platform in any manner, including engaging in any acts in connection with a Task Contract, the amended terms will be effective immediately. In all other cases, the amended terms will automatically be effective 30 days after they are initially notified to You.

19.4      If You do not agree with any amendments to this Agreement (or any of InSitu’s policies), You must either terminate Your InSitu account or notify InSitu who will terminate Your InSitu account, and cease using the InSitu Platform.

20.             Electronic communications

20.1      The communications between You and InSitu use electronic means, whether You visit the InSitu Platform or send InSitu emails, or whether InSitu post notices on the InSitu Platform or communicate with You via email. This clause 20sets out Your rights and obligations when receiving communications from InSitu electronically.

20.2      You:
    (a) consent to receive communications from InSitu in an electronic form; and
    (b) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communications”) that InSitu provides to You electronically satisfies any legal requirement that such communications would satisfy if it were in writing.

20.3      Your consent to receive Communications and do business electronically, and InSitu’s agreement to do so, applies to all of Your interactions and transactions with InSitu.

20.4      You may withdraw Your consent to receive Communications electronically by contacting InSitu in the manner described in clause 20.6. If You withdraw Your consent, from that time forward, You must cease using the InSitu Platform. The withdrawal of Your consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between InSitu prior to the time You withdraw Your consent.

20.5      You must keep InSitu informed of any changes in Your email address so that You continue to receive all Communications without interruption.

20.6      InSitu may give notices to You by email, a posting on the InSitu Platform, or other reasonable means. You must give notices to InSitu in writing via email to lesley@insituclinical.com or as otherwise expressly provided.

21.             General

21.1      (Governing law) This Agreement will be governed by and construed in accordance with the laws of the State of New South Wales and You and InSitu submit to the non-exclusive jurisdiction of the courts of such state.

21.2      (Severability)If a provision (or part of it) of this Agreement is held to be unenforceable or invalid, then it must be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) of this Agreement is held to be unenforceable or invalid and cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then:
    (a)  the provision (or part of it) must be severed from this Agreement; and
    (b)  the remaining provisions (and remaining part of the provision) of this Agreement are valid and enforceable.

21.3      (Successors)This Agreement binds and benefits the parties and their respective legal personal representatives, successors and permitted assigns.

21.4      (Further assurances)Each party must do whatever is necessary to give full effect to this Agreement. This may include executing a document or carrying out an act.

21.5      (Assignment)InSitu may assign, transfer, novate, grant a security in, or otherwise deal with all or any part of its rights or obligations under or in connection with this Agreement without the need to obtain Your consent. You must not assign, transfer or otherwise deal with any of Your rights or obligations under this Agreement without InSitu’s prior written consent.

21.6      (Indemnities)The indemnities in this Agreement are continuing obligations, independent of any other obligations under this Agreement. It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity under this Agreement.

21.7      (Electronic signatures)If this Agreement (or any related document, including any privacy consent or direct debit request) is signed by a User by the use of electronic signature(s) (including by signing on an electronic device or by digital signature), then:
    (a) that User agrees that InSitu may rely on the electronic signature(s) as having the same force and effect as handwritten signature(s); and
    (b) that User unconditionally consents to any method used by InSitu (at InSitu’s discretion, acting reasonably) to identify the signatory(ies) and to confirm their intention to enter into a binding legal agreement.

Definitions and interpretation

Definitions

In this Agreement, unless the context otherwise requires:

1.        “ACL” means The Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act2010 (Cth).

2.         “this Agreement” means the most updated version of the agreement between InSitu and a User in relation to the InSitu Platform, comprising these Terms and Conditions and InSitu’s policies, as may be amended from time to time in accordance with clause 19of these Terms and Conditions.

3.         “Agreed Payment” means, in respect of an MP Task Contract, the proportion of the Agreed Total Payment payable each Payment Interval as agreed between the Task Completer and the Task Host, as indicated on the InSitu Platform (including any variation to any such amount in respect of any Payment Interval as may be agreed between the Task Completer and the Task Host from time to time, as indicated on the InSitu Platform).

4.         “Agreed Total Payment” means, in respect of a Task Contract, an amount equal to the Task Price plus the InSitu Fee.

5.         “AHPRA” means the Australian Health Practitioner Regulation Agency (or its successor).

6.        “AHPRA Register” means the register of practitioners published and maintained by AHPRA.

7.         “GST” means goods and services tax levied under A New Tax System (Goods and Services Tax) Act 1999 (Cth) and related legislation.

8.         “InSitu” means InSitu Clinical Support Pty Ltd (ACN 620 595 753).

9.         “InSitu Account” means the bank account specified by InSitu from time to time for the purposes of receiving Task Prices and InSitu Fees.

10.      “InSitu Fee” means, in respect of a Task Contract, an amount equal to the fixed percentage of the Task Price, as displayed on the InSitu Platform prior to entering into that Task Contract.

11.      “InSitu Fee Payment” means, in respect of an MP Task Contract, for each Payment Interval, an amount equal to the fixed percentage of the Task Price Payment payable that Payment Interval, as displayed on the InSitu Platform prior to entering into that MP Task Contract.

12.      “InSitu Identity Verification Services” means the tools available to assist Users to verify the identity, qualifications, authorisations and/or skills of other Users, including status of registration on the AHPRA Register and ABN registration.

13.      “InSitu Platform” means the InSitu website at http://www.Insituclinical.com, the InSitu smartphone app, and any other affiliated platform that may be introduced by InSitu from time to time.

14.      “MP Task Contract” or “Multiple Payment Task Contract” means a Task Contract in respect of which the Task Price is payable by more than one instalment, as indicated on the InSitu Platform.

15.      “Offer” means an offer made by a Task Completer in response to a Posted Task to provide healthcare tasks or services.

16.      “Payment Intervals” means, in respect of an MP Task Contract, the time intervals for the payment of the Task Price Payments and InSitu Fee Payments as agreed between the Task Completer and the Task Host, as indicated on the InSitu Platform (including any variation to any such interval as may be agreed between the Task Completer and the Task Host from time to time, as indicated on the InSitu Platform).

17.      “Personal Information” has the same meaning given to that term under the Privacy Act1988 (Cth).

18.      “Posted Task” means a Task Host's request for healthcare tasks or services, which may include the price and a description of the tasks or services to be provided, as published on the InSitu Platform.

19.      “Proposed Completion Date” means, in respect of an SP Task Contract, the proposed date of the performance or completion of the Services, as indicated on the InSitu Platform.

20.      “Services” means, in respect of a Task Contract, the healthcare tasks or services to be provided as described in the Posted Task referable to that Task Contract, including any variations or amendments agreed before or subsequent to the creation of that Task Contract.

21.      “SP Task Contract” or “Single Payment Task Contract” means a Task Contract in respect of which the Task Price is payable by solely one instalment, as indicated on the InSitu Platform.  

22.      “Task Contract” means the separate contract which is formed between a Task Host and a Task Completer for the provision of Services in respect of a Posted Task upon acceptance of the relevant Offer by that Task Host on the InSitu Platform, the terms of which are referred to in clause 9.1.

23.      “Task Completer” means a User who makes an Offer, has agreed to provide, or provides, healthcare tasks or services in respect of a Posted Task.

24.      “Task Price” means, in respect of a Task Contract, the total amount payable by the Task Host to the Task Completer for the provision of the Services as agreed between the Task Completer and the Task Host, as indicated on the InSitu Platform (including any variation to such amount as may be agreed between the Task Completer and the Task Host from time to time, as indicated on the InSitu Platform), excluding any costs of providing the Services incurred by the Task Completer which the Task Completer has agreed to incur.

25.      “Task Price Payment” means, in respect of an MP Task Contract, the proportion of the Task Price payable each Payment Interval as agreed between the Task Completer and the Task Host, as indicated on the InSitu Platform (including any variation to any such amount in respect of any Payment Interval as may be agreed between the Task Completer and the Task Host from time to time, as indicated on the InSitu Platform).

26.      “Task Host” means a User who publishes a Posted Task on the InSitu Platform in search of particular healthcare tasks or services.

27.       “Term” means, in respect of a Task Contract, the specified term of that Task Contract as agreed between the Task Completer and the Task Host, as indicated on the InSitu Platform (including any variation to such term as may be agreed between the Task Completer and the Task Host from time to time, as indicated on the InSitu Platform).

28.      “User”, “You” or “Your” means the person who has created an account with InSitu to use the InSitu Platform, whether as a Task Host, a Task Completer, or otherwise.

Interpretation

In this Agreement, unless the context otherwise requires:

1.   headings are for convenience only and do not affect the interpretation of this Agreement;

2.   words importing the singular include the plural and vice versa;

3.   words importing a gender include any gender;

4.   references to persons include references to corporations and other bodies and entities;

5.   references to statutes include all statutes amending, consolidating or replacing such statutes and includes any subordinated legislation issued under them;

6.   a reference to:
    (a) any thing (including any right) includes a part of that thing but nothing in this paragraph (a) implies that performance of part of an obligation constitutes performance of the obligation;
    (b) a document (including this Agreement, any Task Contract, and any InSitu policy) includes all variations, amendments or supplements to, or replacements or novations of, that document;
    (c) a party to a document includes that party's executors, administrators, successors, substitutes (including persons taking by novation) and permitted assigns;
    (d) a monetary amount is a reference to Australian dollars; and
    (e) an obligation includes a warranty or representation, and a reference to a failure to perform an obligation includes a breach of warranty or representation; and

7.   specifying anything after the words “including” does not limit what else is included; and

8.   a reference to a clause or party in this Agreement is a reference to a clause of, and a party to, this Agreement.

APPENDIX “A”

Task Contract – Model Terms

The terms used in this Task Contract have the meaning set out in the agreement between InSitu and each of the Task Host and the Task Completer in relation to the InSitu Platform (the “InSitu Agreement”).

1.                Commencement and term

1.1       This Task Contract is created upon the Task Host accepting on the InSitu Platform the Task Completer's Offer in respect of the Task Host’s Posted Task for Services to be provided (“this Contract”).

1.2       This Contract continues until terminated in accordance with this Contract.

1.3       The Task Host appoints the Task Completer to provide the Services on the terms and conditions set out in this Contract and the Task Completer accepts its appointment as a contractor to the Task Host.

1.4       The relationship between the parties is that of principal and independent contractor. Except to the extent expressly set out in this Contract or otherwise agreed in writing between the parties, no party is an agent, trustee, representative or partner of the other party by virtue of this Contract.

2.                Services

2.1       The Task Completer must provide the Services:
    (a) at the time(s) and location(s) agreed with the Task Host;
    (b) at all times in compliance with all applicable laws and regulations, codes of conduct and guidelines;
    (c) to a standard of diligence and care expected of a responsible and reputable person providing services of the nature of the Services;
    (d) in accordance with all applicable agreements or requirements governing the conduct of the study or protocol in respect of which the Services are being provided (the “Study”); and
    (e) otherwise in accordance with the reasonable instructions or directions given by the Task Host.

2.2       The Task Completer must maintain full and complete records of all of its transactions relating to the provision of the Services.

2.3       The Task Completer further provides in favour of the Task Host the representations, undertakings and warranties set out in clause 9.2of the InSitu Agreement.

3.                Payments

3.1       The provisions of clauses 10, 11, 12, 13and 14of the InSitu Agreement apply to this Contract as if they were set out in full in this Contract.

3.2       If this Task Contract is an MP Task Contract, the Task Completer authorises InSitu to issue at the end of each Payment Interval an Invoice on behalf of the Task Completer for the Task Price Payment referable to that Payment Interval.

3.3       The parties acknowledge and agree that:
    (a) the provisions of this clause 3shall apply for the benefit of InSitu; and
    (b) InSitu shall be entitled to enforce such provisions in the same manner as if it was a party to this Contract.
To the extent necessary to give effect to the provisions of this clause 3, the Task Completer enters into this Contact as agent for InSitu.

4.                Warranties

4.1       Each party represents and warrants to the other party that all information provided by that party in the creation of the Task Contract (including any information published on the InSitu Platform) is true and accurate.

4.2       Each of the Task Host and the Task Completer further provide in favour of the other party the representations and warranties set out in clause 9.3of the InSitu Agreement.

5.                Indemnities

5.1       The Task Completer indemnifies the Task Host and keeps the Task Host indemnified from and against all claims, losses, liability, costs, damages and expenses directly or indirectly suffered or incurred by the Task Host arising from or in connection with:
    (a) any breach or failure to perform by the Task Completer of any of the Task Completer’s obligations under this Contract, including, without limitation, any breach or failure to perform any Services; and
    (b) any negligence, misconduct, misrepresentation, fraud or dishonesty of the Task Completer in relation to this Contract or the provision of the Services.

6.                Permitted exclusions

6.1       To the full extent permitted by the ACL and other applicable laws, neither party is liable for any indirect, consequential or economic loss or damage (including loss of profit) arising under or in connection with this Contract, except to the extent directly caused or contributed to by the fraud, negligence or wilful misconduct of the other party or (if applicable) its officers or employees.

6.2       In any event, to the full extent permitted by the ACL and other applicable laws,  a party’s liability under or in relation to this Contract, is limited, at that party’s option, to one or more of the following:
    (a) in the case of goods supplied, to one or more of the following (as that party reasonably determines): replacing the goods or supplying equivalent goods, repairing the goods, paying the cost of replacing the goods or of acquiring equivalent goods, or paying the cost of having the goods repaired; or
    (b) in the case of services supplied, to one or more of the following (as that party reasonably determines): supplying the services again or paying the cost of having the services supplied again.

6.3       To the full extent permitted by law, a party will not be liable for any delay or failure to perform its obligations under this Contract to the extent that such delay or failure is due to any cause beyond its reasonable control. If a delay or failure of a party to perform its obligations under this Contract is due to a cause beyond its reasonable control, the performance of that party’s obligations under this Contract will be suspended accordingly.

6.4       For the avoidance of doubt, nothing in this Contract is intended to exclude, restrict or modify any rights or remedies which a party may have under the ACL or any other applicable law which cannot be excluded, restricted or modified.

7.                Confidential information

7.1       The Task Completer undertakes that it will not disclose to any person (other than persons from time to time authorised by the Task Host) any Confidential Information or make use of any Confidential Information except where and to the extent that such disclosure or use is required by law or is required for the proper performance of the Services.

7.2       Following termination of this Contract, the Task Completer must deliver up to the Task Host all Confidential Information in the Task Completer’s possession or control that the Task Host may have made available to the Task Completer during the term of this Contract.

7.3       In this Contract, “Confidential Information” means:
    (a) the existence, terms of, or structure or organisation of the Study;
    (b) all information collected or to be collected in the course of, resulting from, or arising directly out of the conduct of the Study;
    (c) know-how, methodology, trade secrets, ideas, concepts, technical and operational information, scientific or technical processes or techniques, sequences, product composition or details in relation to the Study;
    (d) the identity of existing or potential participants in relation to the Study;
    (e) information concerning the business affairs or clients of the entity responsible for the initiation, management, and/or financing of the Study (or its related entities);
    (f) information in relation to the business, operations or strategies, intellectual or other property, or actual or prospective suppliers or competitors of, the entity responsible for the conduct of the Study; and
    (g) information in relation to the Study that is expressed by the Task Host to be “confidential” or which is confidential in nature,
other than such information, which is generally available in the public domain, except where that is a result of disclosure in breach of this Contract.

8.                Termination

8.1       This Contract will terminate when:
    (a) the Services are completed and the whole of the Task Price is released to the Task Completer in accordance with this Contract;
    (b) a party is terminated or suspended from the InSitu Platform, at the election of the other party;
    (c) otherwise agreed in writing by the parties; or
    (d) notified by InSitu in accordance with the InSitu Agreement.

8.2       Termination of this Agreement is without prejudice to any remedies available to the party terminating and any rights or obligations of the parties that accrued prior to the time of termination.

9.                Disputes

9.1       If a dispute arises between the parties, the parties must attempt to resolve the dispute within 14 days by informal negotiation (by phone, email or otherwise).

9.2       If the parties are unable to resolve the dispute in accordance with clause 9.1, either party may refer the dispute to InSitu and act in accordance with clause 17of the InSitu Agreement.

10.             General

10.1    (Governing law) This Contract will be governed by and construed in accordance with the laws of the State of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of such state.

10.2    (Severability)If a provision (or part of it) of this Contract is held to be unenforceable or invalid, then it must be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) of this Contract is held to be unenforceable or invalid and cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then:
    (a) the provision (or part of it) must be severed from this Contract; and
    (b) the remaining provisions (and remaining part of the provision) of this Contract are valid and enforceable.

10.3    (Successors)This Contract binds and benefits the parties and their respective legal personal representatives, successors and permitted assigns.

10.4    (Further assurances)Each party must do whatever is necessary to give full effect to this Contract. This may include executing a document or carrying out an act.

10.5    (Assignment)The Task Host may assign, transfer, grant a security in, or otherwise deal with all or any part of its rights or obligations under or in connection with this Contract without the need to obtain the Task Completer's consent. The Task Completer must not assign, transfer or otherwise deal with any of its rights or obligations under this Contract without the Task Host’s prior written consent.

10.6    (Indemnities)The indemnities in this Contract are continuing obligations, independent of any other obligations under this Contract. It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity under this Contract.

10.7    (Survival)Each provision of this Contract which by its nature is capable of surviving termination of this Contract will survive termination of this Contract.

10.8    (Electronic signatures)If this Contract (or any related document) is signed by a party by the use of electronic signature(s) (including by signing on an electronic device or by digital signature), then:
    (a) that party agrees that the other party may rely on the electronic signature(s) as having the same force and effect as handwritten signature(s); and
    (b) that party unconditionally consents to any method used by the other party (at the other party’s discretion, acting reasonably) to identify the signatory(ies) and to confirm their intention to enter into a binding legal agreement.