DocuSign Envelope ID: 832FC496-1D3A-42AE-85DA-2BD786AE48A0

Geeks2U Pty Limited

EVO TELECOM PTY. LTD.

Technician Agreement

4123138_1
DocuSign Envelope ID: 832FC496-1D3A-42AE-85DA-2BD786AE48A0
TECHNICIAN AGREEMENT
Dated: 23/8/2019
Parties
Geeks2U Pty Limited
ABN 27 125 370 434
of Level 19 / 323 Castlereagh Street
Sydney NSW 2000
(G2U);
and
EVO TELECOM PTY. LTD.
ABN 12 612 412 405
of 1/35 IRIS Street
HOLLAND PARK WEST
(Technician).
QLD 4121
Background
A. G2U provides certain services to its
customer(s).
B. G2U wishes to appoint an independent
contractor to perform certain technical
services.
Operative Provisions
In consideration of the promises and
obligations given and assumed herein, and
intending to be legally bound, it is agreed as
follows:
1) Definitions
a) In this Agreement the following words and
phrases mean as follows:
Accounts and Records means accounts,
records, invoices and receipts of all
payments (either disbursed or received),
transactions and other dealings that occur
in the course of performing the Services.
Appointment means the appointment of
the Technician as an independent
contractor to perform the Services under
and in accordance with this Agreement.
Charges means the fees and charges set
out in Item 4 of Schedule 1 or as
otherwise agreed between G2U and the
Technician.
Commission means any commission
payment agreed by the parties from time-
to-time.
1 Initialled:
Confidential Information means (i) all
information designated as such by G2U;
(ii) all information that relates to G2U’s
business, products, services, research and
development, technology, systems,
processes, trade secrets, know-how,
personnel, customers or suppliers; (iii) all
Personal Data, (iv) all Personal
Information; and (v) all other information
that should reasonably be regarded as
G2U’s confidential information.
GST and GST law have the meanings
used in the A New Tax System (Goods and
Services Tax) Act 1999 (Cth) (as amended
from time to time) or any replacement or
other relevant legislation and regulations.
Job refers to each occasion the
Technician is booked to perform the
Services by G2U pursuant to this
Agreement.
Intellectual Property Rights means all
intellectual property rights created or
generated by the Technician or Personnel
(whether alone or with any other person)
in the course of or in connection with the
performance of the Services, including:
(i) patents, copyrights, trademarks
(including the Trade Marks) and
registered designs; and (ii) any application
or right to apply for registration of any of
those rights.
Non-Conforming Services means
Services as described in clause 3)a)ii).
Personal Data means: (i) all information
that relates to or concerns G2U’s
employees, contractors, suppliers,
customers or clients; (ii) each individual
name, address and telephone number of
each such person; and (iii) the Personal
Information relating to each such person.
Personal Information has the meaning
defined in the Privacy Act 1988 (Cth).
Personnel means any person who is
engaged or authorised by the Technician
to perform the Services (or any part of the
Services), including any employee, agent
or contractor of the Technician.
Product For Supply means a product
bought by the Technician and sold and
supplied to a customer in the course of
performing the Services.
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RCTI means a Recipient Created Tax
Invoice.
Report means a written report signed by
the Technician setting out full particulars
of a Reportable Event.
Reportable Event means: (i) a complaint
or criticism made to the Technician by
any customer or client of G2U which
relates to or concerns: (a) any aspect of
the Technician’s conduct or actions,
including the performance of the
Services; (b) any aspect of G2U’s
business; or (c) any product (hardware or
software) that is supplied or installed by
the Technician; (ii) any other act,
omission, event, matter or circumstance
(howsoever caused or arising) relating to
the Appointment and/or the performance
of the Services and in respect of which
G2U requests a Report.
Services means the services specified in
Schedule 1, or as otherwise agreed
between G2U and the Technician.
Trade Marks means the name
GEEKS2U and the GEEKS2U logos
(Registration Nos. 1090130, 1129911,
1174982, 1174986 & 1174995).
2) Performance of Services
a) The Appointment shall commence on the
Commencement Date specified in
Schedule 1 and shall continue until
terminated in accordance with this
Agreement.
b) The Technician shall at all times when
performing the Services comply with, and
ensure that the Personnel comply with, all
applicable laws and regulations, including
but not limited to workplace health and
safety laws and regulations, including by
taking reasonable care to ensure their own
health and safety.
c) The Technician will provide at its own cost
all equipment and tools of trade required
to perform the Services, including but not
limited to a motor vehicle.
d) The Technician shall throughout the term of
this Agreement keep or cause to be kept
the Accounts and Records and shall
promptly provide all such Accounts and
Records to G2U upon request.
2 Initialled:
e) The Technician shall promptly send or
cause to be sent a Report to G2U in
respect of each and every Reportable
Event and in any event no later than five
business days after the occurrence of a
Reportable Event.
f) The Technician may delegate performance
of the Services (or any part of the
Services) to suitably qualified and
experienced Personnel, provided that the
Technician shall:
i) inform G2U that the Services are
being performed by the
Personnel before the Services are
performed; and
ii) ensure and procure that the
Personnel comply with all the
terms and conditions of this
Agreement as though they were
parties to this Agreement.
g) Notwithstanding the performance of any
Services by the Personnel, the Technician
shall at all times be responsible and
vicariously liable for the acts and
omissions of the Personnel.
h) Nothing in this Agreement creates an
employment relationship between G2U
and the Technician or any Personnel.
i) The Technician employs or engages the
Personnel and is responsible for any
benefits and entitlements due to the
Personnel under statute, industrial
instrument (including any modern award)
or otherwise, including but not limited to
salary/wages, superannuation, leave
entitlements and insurance cover. The
Technician and the Personnel agree that
they will have no claim against G2U for
any such benefit or entitlement.
j) G2U will not be liable to the Technician or
any Personnel for leave entitlements,
superannuation contributions, deductions
for income tax purposes or workers’
compensation. The Technician will be
responsible for all such matters, including
income tax and other forms of tax relating
to the Technician and any Personnel.
k) The Technician must take out and maintain
at all times during the Appointment at the
Technician’s expense all necessary
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insurances for itself and the Personnel,
including but not limited to:
i) workers’ compensation insurance;
ii) a policy of insurance against legal
liability in respect of loss/damage
arising through the act, neglect or
fault of the Technician or any
Personnel engaged by the Technician
in the performance of the Services
and the Technician shall indemnify
G2U against all such liability.
3) Remedies for Non-Conforming
Services
a) In the event that:
i) a customer raises any problems with
the Services provided by the
Technician pursuant to any service
guarantee offered to customers from
time to time by G2U; or
ii) the Technician or its Personnel fail to
perform the Services (or any part of
the Services) to a satisfactory
standard (as determined by G2U in its
reasonable opinion) or fail to perform
the Services in accordance with this
Agreement (Non-Conforming
Services);
the Technician must, at its own expense,
cause the Services to be corrected or re-
performed as soon as possible, and if
applicable, promptly remedy any breach
of this Agreement.
b) If the Technician or its Personnel are unable
to correct or re-perform the Services, or
G2U is required to engage another
contractor to correct or re-perform the
Services, the Technician agrees to forgo
the Charges associated with that Job. If
those Charges have already been paid, the
Technician agrees for those Charges to be
offset against the next invoice.
c) In the event that the Technician provides
Non-Conforming Services, G2U may
elect, in addition to any other remedy that
may be available to it either under this
Agreement or otherwise, to exercise one
or more of the following options:
i) withhold from payment to the
Technician, or recover as a sum of
3 Initialled:
money due from the Technician, the
Charges or any portion thereof that
are allocable to the breach or Non-
Conforming Services; and
ii) if the Technician fails to remedy the
breach or arrange for any Non-
Conforming Services to be
satisfactorily re-performed within
seven (7) days after notice thereof is
given to the Technician, then G2U
may terminate this Agreement
without further notice.
4) Payment and GST
a) The Technician will invoice G2U for the
Services on a weekly basis or at such
other regular intervals as G2U may
determine in its absolute discretion.
b) The invoice will include (as applicable):
i) Charges relating to the Job;
ii) payment for Product For Supply; and
iii) Commission.
c) The Charges for the performance of the
Services are specified in Schedule 1 and
shall not be increased during the
Appointment unless agreed between the
parties.
d) Unless otherwise agreed, the Charges for
the Services shall be exclusive of GST,
which shall be charged in accordance with
the relevant laws in force from time to
time.
e) Payment to the Technician of Charges for
Jobs carried out for customers who do not
have a credit account with G2U is
conditional upon the Technician having
received payment from the customer at
the conclusion of a Job and having
remitted such payment to G2U.
f) Invoices shall be payable by G2U within
fourteen (14) days after receipt by G2U of
a valid written tax invoice (including an
RCTI issued under clause 4)i), where
applicable).
g) In relation to Product for Supply, G2U shall
make a payment to the Technician in the
amount set out in Schedule 1 subject to
first receiving a tax invoice for that
payment in accordance with clauses 4)a)
and 4)b). If requested by G2U, the
DocuSign Envelope ID: 832FC496-1D3A-42AE-85DA-2BD786AE48A0
Technician must provide a copy of a valid
tax invoice and receipt in respect of costs
paid by the Technician for the Product for
Supply.
h) In addition to the Charges, the Technician
may be eligible to earn Commission in
accordance with G2U’s Commission Plan
(as in force from time to time). No
Commission payment or amount is
guaranteed and all Commissions are
subject to the provisions of the Plan. G2U
may, in its sole and absolute discretion,
terminate or amend the Commission Plan
without notice.
i) Australian taxation laws allow a recipient of
taxable supplies to issue a tax invoice for
the supply in certain circumstances for
business efficiency. Where the Technician
is registered for GST under the GST law,
the parties agree that G2U shall issue
RCTIs for Services performed by the
Technician, and the following provisions
shall apply:
i) G2U shall issue RCTIs in respect of
the Services and any other taxable
supply provided by the Technician
under this Agreement;
ii) the Technician shall not issue tax
invoices in respect of the Services or
any other taxable supply provided by
the Technician under this Agreement;
iii) the Technician acknowledges and
warrants that it is registered for GST
when it enters into this Agreement;
iv) the Technician shall notify G2U
immediately if it ceases to be
registered for GST;
v) G2U acknowledges that it is
registered for GST when it enters into
this Agreement;
vi) G2U shall notify the Technician if it
ceases to be registered for GST; and
vii) G2U will issue the original, or a
copy, of each RCTI to the Technician
within 28 days of making, or
determining the value of the Services
and any other taxable supply
provided by the Technician under this
Agreement.
5) Intellectual Property
4 Initialled:
a) The Technician acknowledges and agrees
that:
i) all Intellectual Property Rights and
the intellectual property to which
they relate will vest in and be the sole
property of G2U;
ii) it consents to G2U engaging in
conduct that may otherwise amount
to an infringement of its moral rights
under the Copyright Act 1968 (Cth)
and hereby waives all moral rights in
respect of the Intellectual Property
Rights and the intellectual property to
which they relate.
b) The Technician acknowledges and agrees
that G2U is the exclusive owner of all
rights, including all Intellectual Property
Rights and goodwill, attaching to or
vesting in the Trade Marks. The
Technician acknowledges that neither it
nor the Personnel is entitled to use the
Trade Marks except for the sole purpose
of performing the Services and not
otherwise.
c) The Technician shall, and shall cause the
Personnel to, perform the Services in a
manner that is in keeping with and seeks
to maintain G2U’s valuable reputation
and goodwill in its Trade Marks.
d) As a strict condition of this Agreement, the
Technician shall not:
i) perform the Services under or in
connection with any name, brand,
logo or trade mark other than the
Trade Marks; nor
ii) use the Trade Marks, or any other
name, brand, logo or trade mark that
is substantially identical or
deceptively similar to the Trade
Marks, upon or in relation to any
product or service that is not
authorised by G2U; nor
iii) do any other act or thing that may
prejudice or adversely affect the
value of the goodwill and reputation
of G2U and/or its Trade Marks.
e) The Technician must only use the G2U
name and brand in connection with the
Services provided pursuant to the
DocuSign Envelope ID: 832FC496-1D3A-42AE-85DA-2BD786AE48A0
Appointment and not in connection with
any other service or activity.
f) The Technician must advise G2U if it
becomes aware of any person using the
G2U name or brand other than in the
course of performing services for G2U.
g) The Technician must use a withheld
number when contacting customers of
G2U in the course of performing the
Services, and must not provide personal
contact details to a customer while
performing the Services.
6) Warranties
The Technician further represents and
warrants to G2U that:
a) the Technician and the Personnel have the
capacity, skill, resources, experience,
training, qualifications and know-how to
perform the Services;
b) the Services shall be performed in a timely
and professional manner;
c) the Services shall be performed in
compliance with all applicable laws,
regulations and applicable industry
standards;
d) the Personnel will perform the Services in
accordance with, and otherwise comply
with, the terms and conditions of this
Agreement as though they were parties to
this Agreement;
e) the Technician manages and shall continue
to manage its own business and relevant
affairs such that for all purposes it is and
remains an independent contractor to, and
not an employee of, G2U;
f) the Technician shall advise G2U
immediately of any fact, matter or
circumstance which changes or which
may affect the Technician’s status as an
independent contractor, including in the
event that the Charges (together with any
other monetary consideration that it earns
or receives from G2U) exceeds 75% of its
gross yearly income;
g) the Technician will act in good faith in all
its dealings with G2U and shall not
engage in any unsound, unethical or
improper business or trade practices and
5 Initialled:
will give full and correct information and
truthful explanations to G2U in all matters
relating to the performance of the
Services.
7) Confidentiality and Privacy
a) The Technician acknowledges that during
the Appointment, the Technician and the
Personnel will acquire or have access to
G2U’s Confidential Information which, if
disclosed to a third party, would be
detrimental to G2U’s legitimate business
and proprietary rights and interests.
b) The Technician must not, and must
ensure that its Personnel do not, either
during or after the Appointment:
i) use, or disclose to any person,
any Confidential Information; or
ii) copy or reproduce any
Confidential Information;
except in the proper course of providing
the Services or as required by law or with
the prior written authorisation of G2U.
c) The Technician will use its best endeavours
to prevent the unauthorised use,
disclosure, copying or reproduction of the
Confidential Information by third parties.
d) Both parties shall comply fully with, and
the Technician will ensure the Personnel
comply fully with, their respective
obligations under the Privacy Act 1988
(Cth).
8) Indemnity
a) The Technician acknowledges that G2U has
entered into this Agreement in reliance on
the Technician’s warranties,
representations and undertakings set out
in this Agreement.
b) The Technician shall indemnify G2U and
keep G2U indemnified and shall hold
G2U harmless, against any and all
damage, loss, expense, liability and cost
(including solicitor and own client costs)
suffered or incurred by G2U (either
directly or indirectly) by reason of any
claim, demand, proceeding or action
arising out of:
i) any breach or default by the
Technician of any of its warranties,
representations, undertakings or
obligations under this Agreement;
DocuSign Envelope ID: 832FC496-1D3A-42AE-85DA-2BD786AE48A0
ii) any damage, loss, expense, liability
and cost (including for any personal
injury or death) caused or contributed
to by the Technician or the Personnel
in connection with the performance
of its obligations under this
Agreement; or
iii) any claim or finding of a relationship
of employment between the
Technician and G2U or between any
of the Technician’s Personnel and
G2U.
c) The Technician hereby acknowledges and
agrees that the indemnities contained in
this clause 8) shall be:
i) continuing indemnities that are not
affected by the termination of this
Agreement; and
ii) in addition to, not in substitution for
or in derogation of, any remedy or
indemnity available to or conferred
upon G2U under or by any law.
9) Termination
a) Either party may at any time, and for any
reason or without cause, terminate any
part of the Services or this Agreement on
giving the other party one (1) week’s
written notice.
b) Notwithstanding clause 9)a), G2U may
terminate this Agreement immediately
and without notice if:
i) the Technician or Personnel breaches
a term of the Agreement that in
G2U’s reasonable opinion cannot be
rectified;
ii) the Technician or Personnel commits
an act of dishonesty, fraud, theft or
serious or wilful negligence;
iii) the Technician or Personnel are
charged with or convicted of a
criminal offence which in G2U’s
reasonable opinion may bring G2U
into disrepute or damage its
relationship with customers;
iv) the Technician or Personnel fails to
use a withheld number when
contacting customers or provides
personal contact details to a customer
while performing the Services.
6 Initialled:
c) The termination of this Agreement shall not
prejudice or affect any right of action or
remedy which may have accrued or may
thereafter accrue to either party.
d) On termination of this Agreement the
Technician and Personnel will return any
G2U property that they may have in their
possession, custody or control, including
but not limited to any Confidential
Information.
e) On termination of this Agreement, the
Technician is, subject to the provisions of
this Agreement, entitled to payment of
Charges for the Services provided up to
the date of termination.
f) The Technician acknowledges, agrees and
hereby irrevocably authorises G2U on
termination to withhold and deduct from
any payment or sum of money due to the
Technician under this Agreement an
amount of money equal to:
i) any amount of money then owing by
the Technician to G2U; and
ii) the cost or expense of repairing or
replacing any item of customer
property that has come into the
Technician’s possession and is not
returned to G2U.
10) Conflict of Interest
a) Where the Technician becomes aware of
any actual or potential conflict of interest
between its activities (or those of its
Personnel) and the Services provided to
G2U, they will immediately inform G2U.
11) General
a) The parties intend and agree that:
i) the Technician is an independent
contractor and that the parties are
independent contracting parties; and
ii) nothing in this Agreement shall be
construed to constitute either party as
the principal, agent, employer,
employee, partner or legal
representative of the other party for
any purpose,
and accordingly and in any event, neither
party has any actual or implied authority
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or permission (and nor shall either party
represent or hold out that it has any such
authority or permission) to:
iii) create, assume or incur legal or
equitable obligations, debt,
encumbrances or other liability; or
iv) make representations or give
warranties,
i) embodies and constitutes the entire
legal and contractual relationship of
the parties, including the entire terms
agreed by the parties; and
ii) supersedes, replaces and terminates
by mutual consent any prior written
or oral representations, negotiations,
understandings, agreements or
contracts between the parties.

on behalf of the other party in any manner g) This Agreement is governed by and shall be
whatsoever. interpreted according to the law in New
South Wales, Australia.
b) The parties’ mutual intention is that this
Agreement shall, so far as possible, be h) Each party irrevocably submits to the
interpreted, construed and applied so as jurisdiction of the courts of New South
not to be invalid, illegal or unenforceable Wales.
in any respect, but if a provision, or part
of it, on its true interpretation or EXECUTED as an agreement.
construction is held to be illegal, invalid
or unenforceable then the parties’ mutual
intention is that:

i) that provision, or part of it, shall, so

far as possible, be read down to the
extent that it may be necessary to
ensure that it is not illegal, invalid or
unenforceable and as may be
reasonable in all the circumstances so
as to give it a valid operation; or

ii) if the provision or part of it cannot

effectively be read down, that
provision or part of it will be deemed
to be void and severable and the
remaining provisions of this
Agreement will not in any way be
affected or impaired and will
continue notwithstanding that
illegality, invalidity or
unenforceability.

c) A waiver or consent given by a party under

this Agreement is only effective and
binding on that party if it is given or
confirmed in writing by that party.

d) All communications (including notices,

consents, approvals, requests and
demands) under or in connection with this
Agreement must be in writing.

e) This Agreement may only be varied or

amended by a written document signed by
or on behalf of each party.

f) To the extent permitted by law, in relation

to its subject matter, this Agreement:

7 Initialled:
DocuSign Envelope ID: 832FC496-1D3A-42AE-85DA-2BD786AE48A0

Executed by Geeks2U Pty Limited (ABN

27 125 370 434) by its authorised representative
in accordance with section 126 of the
Corporations Act 2001:

…………………………..
Authorised Representative

(Print) Name of representative

Executed in accordance with s. 127 Corporations

Act 2001 by: EVO TELECOM PTY. LTD.

…………………………..
Director

Sajid Ali

(Print) Name of director

8 Initialled:
DocuSign Envelope ID: 832FC496-1D3A-42AE-85DA-2BD786AE48A0

SCHEDULE 1

1. Services

• Repair, installation, maintenance, configuration and general support services in respect of

computers, consumer technology and information technology devices.

2. Commencement Date

• ASAP but no later than 06/09/2019

3. Personnel

• Sajid Ali

4. Charges
(See clause 4)

4.1 Consultancy Fee

(a) Home or home-based business
• 31.65 per cent of the standard customer consultation fee for the services performed. As at
the date of this agreement, the standard customer consultation fee for services provided to
home or home-based businesses is $143.64 for the first hour and then $71.82 per 30
minutes thereafter.

(b) Commercial business

• 30.65 per cent of the standard customer consultation fee for the services performed. As at
the date of this agreement, the standard customer consultation fee for services provided to
commercial businesses is $178 for the first hour and then $89 per 30 minutes thereafter.

(c) For the avoidance of doubt, the standard customer consultation fee (of which the
Consultancy Fee is a percentage) is the standard fee charged to the customer for the
particular services:
• ignoring any discounts which may apply to the customer in relation to the particular
services to which the Charges relate; and
• excluding all other fees and surcharges.

4.2 Surcharges (if applicable)

• (e.g. weekend service fee, CBD fee, etc) will be paid as determined by G2U from time to
time.

5. Payment for Product for Supply

(See clause 4)g))

90 per cent of the amount charged to the customer for the Product for Supply excluding GST.

9 Initialled: