CONDITIONS OF SERVICE AGREEMENT

1. Term
Subject to the provisions for early termination as set out in Clause 5 this agreement is in force for an initial period of 24 months ("Initial Period") calculated from the date of this agreement ("Commencement Date").

2. Continuation and Renewal
Upon expiry of the Initial Period this agreement will continue in full force and effect and will automatically be renewed for a further term of 24 months unless terminated by either party in accordance with the provisions of Clause 5. The parties agree that upon the Commencement Date of each renewal period of this agreement Pink will be entitled to revise the annual Service Fee to the amount which at the relevant date corresponds to the then current annual Service Fee charged by Pink to its customers in relation to the provision of Healthcare Services.

3. GST
The annual Service Fee is calculated by reference to the rate applicable to goods and services tax ("GST") current as at the Commencement Date. In the event that during the term of the agreement the GST rate is altered, Pink will be entitled to adjust the annual Service Fee to take account of the GST rate alteration.

4. Additional Services
In the event that during the term of the agreement at the request of the Client, Pink agrees to undertake additional Healthcare Services, the terms and conditions of this agreement will be deemed to apply to such additional Healthcare Services and the Client agrees that it will pay to Pink a pro-rata increase to the annual Service Fee covering the period during which the additional Healthcare Services are supplied subject to the periodic adjustment to the annual Service Fee as specified in this agreement.

5. Termination
Pink may terminate this agreement in the following circumstances:

1. At any time during the term of this agreement upon giving to the Client 30 days’ written notice; and
2. At any date following default by the Client in its performance of any term or condition of this agreement including without limitation the obligation to duly pay to Pink the annual Service Fee.

The Client may terminate this Agreement by serving upon Pink notice in writing not less than 90 days prior to the expiration of the then current term.

If this agreement is terminated in accordance with the provisions of this Clause 5, prior to the effective date of such termination the Client must pay to Pink all amounts to which Pink is entitled pursuant to the provisions of this agreement up to and including the date of termination.

In the event that Pink is required to initiate proceedings for recovery from the Client of any outstanding amount, the Client hereby agrees to pay to Pink all reasonable costs (including legal costs) which Pink may incur in endeavouring to recover such outstanding amounts.

6. Indemnity
The Client indemnifies Pink in respect of all claims losses costs damages and other liabilities arising from or caused or contributed to by or in relation to the Client’s breach of any of its obligations under this agreement.

7. General

1. In the provision of the Healthcare Services Pink will use equipment which will be in good repair and during the term of this agreement Pink will from time to time undertake all necessary maintenance of such equipment to ensure the efficient provision to the Client of the Healthcare Services.
2. During the term of this agreement the Client will fully comply with the instructions of Pink in connection with the provision of the Healthcare Services. The Client indemnifies Pink in respect of any loss or damage to Pink’s equipment which may be caused and/or contributed to by the Client.
3. All equipment owned by Pink and used in connection with the provision of the Healthcare Services will at all relevant dates remain the property of Pink. The Client acknowledges that the Client has no proprietary right to the equipment supplied by Pink. The Client must not purport to sell, deal with or otherwise part with possession of that equipment.
4. The Healthcare Services will be rendered by Pink during such working hours as Pink may from time to time determine. In the event that in response to a request by the Client, Pink provides the Healthcare Services outside normal working hours, the Client must pay to Pink an additional Service Fee as calculated by Pink of and incidental to the supply of the Healthcare Services outside normal working hours.