Services Agreement for 

The Eminent Woman Signature Model

THE PROMINENCE PACKAGE


Between SUZANNA GRACZER INTERNATIONAL PTY LTD ACN 158 169 414

and 

THE ENTITY IDENTIFIED IN ITEM 3 OF THE SCHEDULE TO THIS AGREEMENT

Services Agreement


THIS AGREEMENT DATED THE DATE SET OUT IN ITEM 1 OF THE SCHEDULE TO THIS AGREEMENT

 

PARTIES 


Between SUZANNA GRACZER INTERNATIONAL PTY LTD ACN 158 169 414 of 107 Armstrong Way,

Highland Park QLD 4211 (SG International) 


And THE ENTITY IDENTIFIED IN ITEM 3 OF THE SCHEDULE TO THIS AGREEMENT  (The Client) 

BACKGROUND 

A.         SG International carries on the business of providing online business coaching, software hosting subscription & done-for-you services

(the Business).  

B.         The Client agrees to engage SG International to provide the Services, and SG International agrees to provide the Services to the Client, on the terms set out in this Agreement. 

OPERATIVE TERMS

 

  1. Definitions and Interpretation

1.1 Definitions

In this Agreement unless the context indicates otherwise, the following words have the following meanings:

Agreement means this agreement includes any schedules, annexures and amendments made from time to time.

Business Day means a day that is not a Saturday or Sunday or public holiday in New South Wales or Queensland, Australia.

Commencement Date has the meaning attributed to that term in Item 2 of the Schedule.

Confidential Information means the information, forms, specifications, processes, statements, formulae, trade secrets, drawings, and data (and copies and extracts made of or from that information and data) concerning:

(a)        the operations and dealings of a party;

(b)        the organisation, finance, customers, markets, suppliers, intellectual property, and know-how of a party; and

(c)        those operations and transactions of a party concerning the business of a party,

which is not in the public domain, except by the failure of a party to perform and observe its covenants and obligations under this Agreement and which has been obtained through or as a consequence (whether direct or indirect) of entering into this Agreement.

Intellectual Property means all of the intellectual property owned by or licensed to SG International in relation to the Services and the Business including but not limited to the goodwill of the Business, designs, trade marks (whether registered or unregistered), patents, copyrights, IP Materials, distributor lists, price lists, client lists, SG International’s coaching program and coaching methods and user manuals whether existing at the Commencement Date or coming into existence thereafter and any variation or modification thereto together with such other intellectual property as may be agreed between the parties from time to time.  

IP Materials means all material whether printed, audio or visual or recorded on computer software utilising or referring to the Intellectual Property
including drawings, artworks, icons, computer software, packaging, advertising and promotional material.

GST means the same as in the GST Law.

GST Law means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Parties means SG International and the Client, and Party means either one of them.

Payment Due Dates has the meaning attributed to that term in the Schedule.

Schedule means the schedule to this Agreement.

Service Fee means the fee payable to SG International in respect of provision of the Services under this Agreement as set out in Item 4b & Item 5b of the Schedule.

Services means the services provided by SG International to the Client as identified in Item 4a & Item 5a of the Schedule. 

Streamline Pro Premium Plan means the hosting subscription provided by SG International to the Client as identified in Item 6a, Item 6b & Item 7 of the schedule.

1.2 Interpretation 

In this Agreement unless the context otherwise requires:

(a)        words importing any gender include every gender;

(b)        words importing the singular number include the plural number and vice versa;

(c)        words importing persons include firms, companies, and corporations and vice versa;

(d)        references to numbered clauses, paragraphs and schedules are references to the relevant clause or paragraph in or schedule to this
Agreement;

(e)        reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;

(f)         any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done; (g)        the headings to the clauses and schedules of this Agreement are not to affect the interpretation;

(h)        any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate

legislation or by law made under that enactment;

(i)         if anything, to be done under this Agreement falls on a date which is not a Business Day, then it must be done on the next Business Day;

(j)         the word “including” (and related forms including “includes”) means “including without limitation”; and

(k)        all references to money are to Australian dollars, and unless stated otherwise, are exclusive of GST.

 

  1. Services

(a)        The Client engages SG International to provide the Services, and SG International agrees to provide the Services to The Client, from the

Commencement Date and on the terms set out in this Agreement.

(b)        Variation to the Services; The Client may require a variation (the “Variation”) to the Services. Any request must be in writing setting out full

details of such Variation. SG International will provide a quotation for performing the Services as varied, of which additional sum will be added

to the price if accepted by the The Client. If The Client does not accept the quotation, SG International is not obliged to carry out the Variation.

The Client must pay for the Variation in the manner and at the time set out in SG Internationals’ quotation which will be upfront / in-advance

prior to commencement of any agreed Variations.

(c)        In the event that any requested Variation causes delay to SG Internationals’ estimated delivery time, The Client shall not be entitled to seek

recovery of damages against SG International due to such delay.

 

  1. Fees

(a)        The Client must pay the Service Fee to SG International for the provision of the Services.

(b)        The Client must pay the Service Fee on or before Payment Due Dates.

(c)        During the Term, SG International will provide the client with an invoice on or before the Payment Due Dates stating the Total Service Fee payable and other reimbursement expenses (if applicable) during the relevant period.

- Reimbursements include any fees incurred which are imperative to rendering the services upon the Client’s request, including but not limited to possible business trips and site inspections, software subscriptions not specified in the schedule and scope of work inclusions included in this agreement, office supplies and documentation expenses. Expenses will be invoiced and must be settled upfront for amounts $100.00 AUD and above.

(d)        All Service Fees payable to SG International must be paid by the Client without any deduction or set-off.

(e)       The Client will pay to SG International interest at the rate of 10% per day on any fees due and outstanding that pertain to services and reimbursement of expenses to SG International under this Agreement.

(f)       It is The Client responsibility to ensure that there are sufficient clear funds available in their account to allow a debit payment to be made in

accordance with the direct debit request.

(g)       If there are insufficient clear funds in your account to meet a debit payment:

•           you may be charged a fee and/or interest by your financial institution;

•           you may also incur fees or charges imposed or incurred by us; and

•           you must arrange for the debit payment to be made by another method or arrange for sufficient clear funds to be in your account by an agreed

time so that we can process the debit payment.

(h)        It is The Client responsibility to ensure that the authorisation given to draw on the nominated account is identical to the account signing

instruction held by the Financial Institution where the account is based.

(i)         It is The Client responsibility to advise us if the account nominated by you to receive the direct debit drawings is transferred or closed.

(j)        The Client should check their account statement to verify that the amounts debited from your account are correct.

(k)         If we are liable to pay goods and services tax (GST) on a supply made in connection with this agreement, then you agree to pay us on demand an amount equal to the consideration payable for the supply multiplied by the prevailing GST rate.

(l)      You agree to indemnify us for any costs incurred by us as a result of you providing incorrect account or bank identification details.

 

  1. Delivery

The Services will be completed by the date or dates set out in your agreement. If SG International is unable to perform the Services due to family emergency, illness or injury at any time stated, then SG International will be entitled to a reasonable extension in order to complete the Services.

At no stage will The Client be entitled to seek recovery of damages due to such delay caused due to family emergency, illness and or injury. If an event occurs that is beyond the reasonable control of SG International which prevents SG International from performing the Services by the date set out in the agreement, SG International will immediately notify The Client in writing the details of the event and give an estimate of the time for completion of the Services and in those circumstances unless The Client may suffer material damage by such delay SG International will be entitled to a reasonable extension to complete the Services.

At no stage will The Client be entitled to seek recovery of damages due to such a delay caused which remains outside the reasonable control of SG International.

 

  1. Client acknowledgements, Warranties and Representations

The Client acknowledges, warrants, and represents (as the case requires) to SG International that:  

(a)       it has full capacity to enter into this Agreement;  

(b)       the provision of the Services are incapable of being paused, extended, postponed, or otherwise suspended without the prior written consent of

SG International;  

(c)       it has read and understood this Agreement and has had the opportunity to obtain financial and legal advice prior to entering into this

Agreement;  

(d)      it has read and understood all materials provided by SG International prior to the date of this Agreement in connection with the Services and

understands the nature of the Services to be provided under this Agreement;  

(e)      SG International provides no warranties, representations or guarantees that The Client will achieve any particular outcomes or results

whatsoever, including (without limitation) improvements in health, performance, revenue, or profit as a consequence of The Client receiving

the Services;  

(f)       it has the necessary skill and financial resources to enable The Client to carry out its obligations under this Agreement;  

(g)      it has not gone, or is proposed to go, into liquidation;  

(h)      it has not passed a winding-up resolution or commenced steps for winding-up or dissolution;  

(i)        no petition or other process for winding-up or dissolution has been presented or threatened in writing against The Client and, so far as The

Client is aware, there are no circumstances justifying a petition or other process; and  

(j)        it is able to pay its debts as and when they fall due. The Client is not taken under applicable laws to be unable to pay its debts and has not

stopped or suspended, or threatened to stop or suspend, payment of all or a class of its debts.  

(k)      all content is provided “as is” without any warranties of any kind. The Client understands and agrees that the use of the content is at their own

risk. SG International Services doesn’t guarantee that the content (including products and services) will be satisfactory to their needs, meet

their expectations, or be uninterrupted, secure, or free from errors.

 

  1. Default

6.1       Default of the Client

Without prejudice to any right or remedy that SG International may have against The Client for breach of this Agreement, SG International may (at its sole discretion) suspend the provision of the Services, or terminate this Agreement, at any time without notice to The Client if:

(a)       any amount due to SG International remains unpaid by The Client for one (1) day or more after the due date for payment;

(b)       the Client commits a breach of any of the provisions of this Agreement and does not remedy the breach within a period of seven (7) days after

receiving notice from SG International specifying the nature of the default;

(c)       the Client commits a breach of any of the provisions of this Agreement that is incapable of being remedied;

(d)      any liquidator, receiver or receiver and manager enters into possession of any of the assets of The Client;

(e)      an administrator or controller is appointed to The Client pursuant to the Corporations Act 2001 (Cth) or its equivalent in the jurisdiction in

which The Client conducts The Client’s business;

(f)       any distress or execution is levied upon any of the assets of The Client and such distress or execution is not satisfied within twenty-one (21)

days;

(g)      the Client goes into liquidation whether voluntary or compulsory (otherwise than for the purpose of amalgamation or reconstruction) or makes

any composition with its creditors; and

(h)      the Client, being an individual, dies, becomes bankrupt or is dealt with under any legislation of the jurisdiction in which The Client conducts The

Client’s business regarding mental health.

6.2        Default of SG International

The Client may terminate this Agreement without notice to SG International if:

(a)       SG International commits a breach of any of the provisions of this Agreement and does not remedy the breach within a period of seven (7) days

after receiving notice from SG International specifying the nature of the default;

(b)       SG International commits a breach of any of the provisions of this Agreement that is incapable of being remedied;

(c)       any liquidator, receiver or receiver and manager enters into possession of any of the assets of SG International;

(d)      an administrator or controller is appointed to SG International pursuant to the Corporations Act 2001 (Cth) or its equivalent in the jurisdiction

in which SG International conducts the Business;

(e)      any distress or execution is levied upon any of the assets of SG International and such distress or execution is not satisfied within twenty-one

(21) days;

(f)       SG International goes into liquidation whether voluntary or compulsory (otherwise than for the purpose of amalgamation or reconstruction) or

makes any composition with its creditors.

6.3        Requirements on Termination or Expiry

Upon termination or expiry of this Agreement, The Client:  

(a)       must pay for all Services that were provided up to the date that this Agreement is terminated or expired as required pursuant to the terms of

this Agreement;

(b)       in the event that this Agreement is terminated prior to the completion of any services provided by SG International and The Client has been

provided with access to all information, materials and other Intellectual Property relating to all services, must pay the Service Fee for the

entire services;

(c)       must immediately cease to use the Intellectual Property;

(d)      must forthwith deliver and assign to SG International all Confidential Information in the possession or under the control of The Client;

(e)      must do all acts, matters and things and execute all documents which SG International may reasonably require to ensure compliance with this

clause.  

6.4        Pre-existing Rights

The termination of this Agreement does not affect the rights or remedies of the parties which have occurred or are occurring before or as a consequence of termination of this Agreement or the operation of this clause.

 

  1. Indemnity

The Client indemnifies and agrees to keep indemnified SG International and its employees, representatives, agents, affiliates, directors, officers, managers, and shareholders (the "Parties") harmless from any damage, loss, or expense (including without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand or action ("Claim") brought against any of the Parties alleging that you have breached any of these terms and conditions. If you have to indemnify SG International under this Section, SG International will have the right to control the defence, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without express written permission from SG International.

 

  1. Intellectual Property

8.1       Exclusive Property of SG International

The Client acknowledges and agrees that the Intellectual Property is and remains the exclusive property of SG International and The Client has no interest in, or right to, the Intellectual Property, except as herein provided.

8.2        Limited Licence to Use Intellectual Property

(a)       SG International grants The Client a revocable, non-transferable, and limited Licence to read and use the information, materials and resources

made available to The Client during the course of the provision of the Services for the sole purpose of applying the information, materials and

resources to their lives and business (if applicable).  

(b)       For the avoidance of doubt, nothing in clause 8.2(a) permits The Client to use the Intellectual Property to compete with, or otherwise

detrimentally affect, SG International’s business, in any way.  

8.3        Infringements

The Client must do all things reasonably necessary for the protection of the Intellectual Property against infringement and must notify SG International immediately in writing including full details if The Client becomes aware of:

(a)        any actual, apparent or threatened infringement;

(b)        any common law passing off; or

(c)        any third-party allegation or claim that any of the Intellectual Property is liable to cause deception or confusion to the public or is an

infringement of a third party’s rights or are otherwise liable to attack or to be removed from the register.

8.4        Restrictions on Customer

The Client must:

(a)       not use, copy, reproduce, reverse engineer, alter, modify, create derivative works, or publicly display any Intellectual Property without the prior

written permission of SG International;

(b)       not claim any title or right to use the Intellectual Property except pursuant to this Agreement;

(c)       not make or support any application to remove any part of the Intellectual Property from any trademark, patent or design register;

(d)       not during the Term or after the expiry or termination of this Agreement, attempt to use or register any Intellectual Property or trademark or

patent related, associated or arising out of the Intellectual Property or assist any other person in such matters;

(e)       not take any action which would or might invalidate or put in dispute SG International’s title to or rights in the Intellectual Property;

(f)        not oppose any application for registration of any or all of the Intellectual Property as a registered patent, design, or trademark of SG

International; and

(g)       ensure that no other person who has access to the Intellectual Property does anything that The Client is prohibited from doing under this

clause.

8.5        Copyright

(a)       SG International retains all rights in connection with all copyright in the Intellectual Property to which copyright attaches and all developments

or inventions associated with the Services.

(b)       The Client must ensure that any copyright, developments, or inventions created on behalf of The Client by an employee or contractor are

assigned to The Client on their creation.

(c)        If not created by SG International, all copyright, developments and inventions relating to the Intellectual Property will be automatically

assigned to SG International upon their creation or upon their assignment to The Client. The Client must do all things necessary to effect the

assignment and appoints SG International as its attorney to give effect to this clause.

 

  1. Confidentiality

The Parties acknowledge that, as a result of their entry into this Agreement, each party may be given access to the Confidential Information of the other party and each party covenants to the other party that:

(a)       it will treat the Confidential Information as subject to a duty of confidence and will only use the Confidential Information in a manner

consistent with the terms of this Agreement;

(b)       except as is permitted specifically under this Agreement, it will not in any other way use the Confidential Information without the owner’s prior

written consent; and

(c)        it will ensure that all written material provided by the owner to the recipient as a result of the owner entering into this Agreement is safely and

securely stored when not in use, and the recipient hereby acknowledges that such material including all copies thereof remains the absolute

and exclusive property of the owner.

 

  1. Limitation of Liability

(a)       To the maximum extent permitted by the applicable law:

(i)         SG International does not make any warranties or representations other than those expressly set out in this Agreement; and

(ii)        all terms, representations and warranties that may be excluded by law regarding the Services are expressly excluded from this Agreement.

(b)       If any legislation implies into this Agreement any term or warranty and also prohibits provisions in a contract excluding or modifying the

application of or exercise of, or liability under, that term or warranty, it is deemed to be included in this Agreement.

(c)       To the maximum extent permitted by the applicable law, SG International expressly excludes liability for any:

(i)        indirect, special, incidental, or consequential loss or damage suffered by The Client which may arise in connection with this Agreement or in

respect of other equipment or property;

(ii)       loss, damage, or expense that The Client may incur or suffer (as the case may be) as a consequence of any act or omission of any third-party

service provider in connection with the provision of the Services;

(iii)      loss of profit, business, revenue, goodwill, or anticipated savings.

(d)      To the maximum extent permitted by law, if for any reason SG International is directly or indirectly liable to The Client in connection with the

provision of the Services, SG International’s liability is limited, at SG International’s option to resupplying, or paying the cost of resupplying, the

Services in respect of which a breach by SG International occurred.

 

  1. GST

11.1       Subject to GST

Where any Supply under this Agreement is or becomes subject to GST, an amount equal to the GST paid or payable in respect of the Supply will be added to the amount of consideration paid or payable for the Supply under this Agreement.

11.2        Provisions apply notwithstanding

The provisions contained in clause 11.1 apply notwithstanding any other clause of this Agreement whatsoever.

11.3        Invoices and Documentation

Each party agrees to do all things, including providing invoices and other documentation, that may be necessary or desirable to enable or assist the other party to claim any credit, set off, rebate or refund in relation to any amount of GST paid or payable in respect of any Supply under this Agreement.

11.4        Supply

In this clause the expression Supply means any form of supply whatsoever, and includes any supply within the meaning of any Commonwealth, State or Territory Legislation imposing or relating to the imposition of GST.

 

  1. Disputes

12.1       Notice of Dispute

If either party considers that there is a dispute between the parties, that party must give the other a notice (dispute notice) setting out:  

(a)        what the party considers is in dispute; and

(b)        what that party requires to be done to resolve the dispute and the grounds it has for those requirements.

12.2        Settlement Conference

If the dispute is not resolved within fourteen (14) days of delivery of the dispute notice, the parties must attempt to resolve the dispute by mediation with a mediator approved by both parties or a mediator appointed by the President of the New South Wales Law Society Incorporated.  

12.3        Commencing Proceedings

The parties will not commence proceedings in any Court in relation to a matter subject to mediation unless a written notice is first provided to the other parties to the mediation that the party giving the notice has abandoned the mediation.  

12.4        Negotiations without Prejudice

Evidence of anything said or done in the course of attempting to settle a dispute is not admissible in any subsequent proceedings.  

12.5        Continued Performance

During the dispute resolution process, the parties must continue to perform their obligations under this Agreement.

 

  1. Refunds

13.1    Change of Mind

There are no refunds due to a change of mind. Once you have received access or commenced with the services you will not be eligible for a refund.

13.2 Damaged Files / Formats

SG International products and services are intangible, and there are no means to physically return the product for a refund or exchange. Because of that we do not issue refunds. However, we will replace a damaged file with the same file, if such a request is made.

13.3 Cancellation Period for Hosting Subscription

The Client is accountable to let us know if they want to cancel. SG International do not chase The Client or check to see if they want to continue or not with Hosting Subscription Services. Once the charge goes through, SG International do not refund.

If The Client decides not to continue with Streamline Pro Premium Plan (Hosting Subscription) before their next payment, they must complete an online form that will be sent to them in an email with a 30 day cancellation notice.

Once the 30 days have been completed, SG International will revoke their access from the support and online portal. All systems and processes built, designed, and created in the Streamline Pro platform, will be automatically deleted by the system upon account closure from the hosting subscription cancellation request submitted by The Client.

 

  1. Notices

14.1       Notice in Writing

A Party giving notice under this Agreement (including a demand, request, consent, approval, offer and any other instrument or communication made, required or authorised to be given under or pursuant to this Agreement) must do so in writing.

14.2        Methods of Service

Service of any notice, document, originating process or document in a court proceeding or required to be served under any Act, under or relating to this Agreement will be sufficiently served:

(a)        if delivered personally to the party to be served;

(b)        if left at or sent by prepaid registered post to:

(i)         the address of the party to be served as set out in Schedule 1 of this Agreement;

(ii)        the registered office of any party to be served which is a company; or  

(c)        if sent by facsimile or email transmission to the facsimile number or email address of the party to be served as set out in the Schedule of this

Agreement or as subsequently notified by the parties, provided that no transmission error message is received by the sender.

14.3        Electronic Communications

The parties consent to any information, notice or document in relation to this Agreement being given by electronic communications.

14.4        Receipt of Notices

In the case of:

(a)       serving notice in accordance with clause 14.2(b), such notice will be deemed to have been duly served and received on the second Business Day

after such notice has been posted; and

(b)       serving notice in accordance with clause 14.2(c), such notice will be deemed to have been duly served and received at the time such facsimile or

email transmission is sent.

14.5        Signing of Notices

A notice given or served under this Agreement will be sufficient if:

(a)       in the case of a corporation, it is signed by a director or secretary of that corporation or its attorney or lawyer;

(b)       in the case of an individual, it is signed by that individual or his attorney or lawyer.

14.6        Non-Merger

This clause 14 will remain in full force and effect notwithstanding the termination or expiry of this Agreement and will not merge on termination or expiry.

 

  1. General

15.1       Force majeure

(a)       Neither Party has any liability under or may be deemed to be in breach of this Agreement for any delays or failures in performance of this

Agreement which result from circumstances beyond the reasonable control of that Party.

(b)       The Party affected by these circumstances must promptly notify the other Party in writing when such circumstances cause a delay or failure in

performance and when they cease to do so.

(c)        If such circumstances continue for a continuous period of more than 6 months, either Party may terminate this Agreement by written notice to

the other Party.

(d)       Both Parties acknowledge that the failure to perform an obligation under this Agreement because of anything set out in this clause 15.1(a) will

not entitle either Party to treat this Agreement as repudiated.

(e)       In the event of a personal or circumstantial unforeseen adverse event, the Client is eligible for up to a 2 month extension of time within the

Mentorship which must be used consecutively. The Client must still remain to make payments during such time.

15.2        Assignment

This Agreement may be assigned, transferred, or novated by SG International without The Client’s consent.  

15.3        Entire agreement

(a)        This Agreement contains the whole agreement between the Parties in respect of the subject matter of the Agreement.

(b)        The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into

this Agreement.

15.4        Costs

Each party must pay its own legal costs and disbursements connected with the negotiation, preparation and execution of this Agreement.

15.5        Waiver

(a)       No failure or delay by SG International in exercising any right, power or privilege under this Agreement will impair the same or operate as a

waiver of the same nor may any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the

exercise of any other right, power or privilege.

(b)       The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

15.6        Agency, partnership etc

(a)       This Agreement does not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the

Parties other than the contractual relationship expressly provided for in this Agreement.

(b)       Neither Party will have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.

15.7        Further assurance

Each Party to this Agreement must at the request and expense of the other do all things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.

15.8        Severance

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and will not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

15.9        Law and jurisdiction

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

15.10     Counterparts

This Agreement may be executed in any number of counterparts and by facsimile or electronic mail counterparts and by different persons on separate counterparts. All such counterparts will together constitute the one Agreement.

Solutions Law Pty Ltd 

Suite 203, 10-14 Market Lane 

ROUSE HILL TOWN CENTRE NSW 2155 

PO Box 6177, ROUSE HILL TOWN CENTRE NSW 2155 

Phone: 02 8883 0025 

Email: [email protected]