SERVICES AGREEMENT

This services agreement is made between the Client and Small Business Network Limited (ACN 698 034 221) of 220A Crawford Street, Queanbeyan, NSW, 2620
At the time The Client engages Small Business Network online or via any other means of communication and booking.

RECITALS

The Client wishes to receive Business advisory and consulting services.
Small Business Network Limited has the skills, background and experience in providing Business consulting, strategic planning, entrepreneurship education, small business advisory, small business education and training.
The Client wishes to engage an independent contractor to provide the Services to The Client.
Small Business Network Limited is willing to provide the Services and The Client is willing to appoint Small Business Network Limited to provide the Services, all in accordance with the provisions of this Agreement.

OPERATIVE CLAUSES

1. Definitions and Interpretation

1.1. Definitions

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

Background IP means the Intellectual Property of a Party which was in existence prior to the commencement of this agreement or which is subsequently developed by that Party independently of and for purposes unconnected with this agreement.

Claims means all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise).

Confidential Information includes any information marked as confidential and any information received or developed by Small Business Network Limited during the term of this Agreement, which is not publicly available and relates to processes, equipment and techniques used by The Client in the course of the The Client's business. This includes all information, data, drawings, specifications, documentation, source or object code, designs,

construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data and marketing information such as customer lists, financial information and business plans.

Consumer Guarantee means a guarantee applicable to the supply of goods or services which is incorporated into this agreement pursuant to division 1 part 3-2 of the Australian Consumer Law.

Contract IP means Intellectual Property created by the Supplier in the course of performing its obligations under this agreement.

Deliverable means the goods or services to be supplied by the Supplier pursuant to this agreement.

Facilities means working space, computer equipment, access to the internet and The Client’s computer network, telecommunications system etc. It includes access to such resources but also use of them to the extent required by the Supplier in order to perform the Services.

Fee(s) means the fees set out in the Specification.

Force Majeure Event means any occurrence or omission as a direct or indirect result of which the Party relying on it is prevented from or delayed in performing any of its obligations under this agreement and which is beyond the reasonable control of that Party and could not have been prevented or mitigated by reasonable diligence or precautionary measures, including forces of nature, natural disasters, acts of terrorism, riots, revolution, civil commotion, epidemic, industrial action and action or inaction by a government agency but does not include any act or omission of a subcontractor.

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

Intellectual Property means all present and future rights conferred by statute, common

law or equity in or in relation to any copyright, trademarks, service marks, designs, patents, circuit layouts, plant varieties, business and domain names, database rights, confidential information, know how, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields existing anywhere in the world, whether or not registered or capable of registration, and any goodwill associated with such activity and any applications, renewals and extensions of such rights.

Losses means all losses including financial losses, damages, legal costs and other expenses of any nature whatsoever.

Parties means Small Business Network Limited and The Client, and Party means either one of them.

Personal Information has the meaning as defined in any applicable Privacy Law.

Privacy Law means any legislation or administrative requirement (as amended from time to time) imposing an obligation in relation to the collection, use, disclosure, storage and transmission of Personal Information which is applicable to a party in the performance of its obligations under this agreement, including without limitation any codes, principles or guidelines contained in or arising out of such legislation.

Related Body Corporate has the meaning given in s 50 of the Corporations Act 2001 (Cth).

Services means the services set out in the Specification.

Specification means the specific Services to be provided by Small Business Network Limited under this Agreement. The Specification is set out in Schedule 1 of this Agreement.

Supplier’s Personnel means any person or persons that the Supplier designates to perform the Services on the Supplier’s behalf.

Termination Date means the earlier of:

the date of termination of this Agreement by The Client or Small Business Network Limited; and
the date of expiry of this Agreement.

1.2. Interpretation

In this Agreement unless the context otherwise requires:

words importing any gender include every gender;
words importing the singular number include the plural number and vice versa;
words importing persons include firms, companies and corporations and vice versa;
references to numbered clauses, paragraphs and schedules are references to the relevant clause or paragraph in or schedule to this Agreement;
reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
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;
the headings to the clauses and schedules of this Agreement are not to affect the interpretation;
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; and
the word "including" (and related forms including "includes") means "including without limitation".

2. Services

Small Business Network Limited will provide the Services to The Client in consideration for The Client paying the Fee to Small Business Network Limited, subject to the provisions of this agreement.
Small Business Network Limited and The Client will agree on the time and place for the performance of the Services.
Small Business Network Limited will use reasonable endeavours to complete the Services including the provision of data, materials or reports by the dates specified in the Specification or any other dates agreed by the Parties.
The Services will be performed by the employees or agents that Small Business Network Limited may choose as most appropriate to carry out the Services as agreed, from time to time by the Parties.
The Services to be performed as agreed by the Parties, the time estimates for the provision of the particular Services, and the Fee(s) will be set out in the Specification.
will provide written deliverables and progress reports in accordance with the Specification, and will have [DAYS] Business Days from receipt to review and provide written acceptance or request reasonable amendments to ensure the Services meet the agreed performance standards and quality benchmarks.

3. Location

Small Business Network Limited will provide the Services in places and locations as Small Business Network Limited considers appropriate to the type and nature of the requirements of The Client.

4. Fee(s)

4.1. Payment of Fees

In consideration of the provision of the Services in accordance with this agreement, The Client will pay Small Business Network Limited the Fee.
Where Small Business Network Limited’s charges are based on an hourly rate, any time spent which is less than an hour is charged on a pro-rated basis.
The Client acknowledges that the Fees are exclusive of any GST that may be charged by Small Business Network Limited to The Client, and therefore, Small Business Network Limited will be entitled to add on GST.

4.2. Invoicing

Small Business Network Limited will provide The Client with a tax invoice in accordance with the GST Law in relation to Fees payable under this clause 4.
Payment will be made by The Client to Small Business Network Limited within 7 days after receiving Small Business Network Limited’s invoice.
When making a payment, The Client must quote relevant reference numbers and the invoice number.
The invoice referred to in clause 4.2(b) must include the following details before payment can be approved and forwarded:
1. date of Services;
2. name of individual provided by Small Business Network Limited;
3. description of Services provided;
4. time allocated per task; and
5. the ABN of Small Business Network Limited.
Where booking and payment is made online The Client will receive a Tax Invoice detailing payment in line with the GST Law in relation to Fees payable under this clause 4.

4.3. Variation of Fees

Small Business Network Limited is entitled to vary their rates during the term of this agreement with written notice to The Client of 60 days prior to the change being implemented.

4.4. Costs and disbursements

Small Business Network Limited is permitted to charge for all costs and expenses incurred in performing the Services, including travelling, photocopying, courier services and postage here The Client is notified of these expenses, and accepts these expenses, ahead of these expenses being incurred.

4.5. Failure to pay

If The Client does not make a payment by the date stated in an invoice or as otherwise provided for in the agreement, Small Business Network Limited is entitled to do any or all of the following:

charge interest on the outstanding amount at the rate of % per year above the base lending rate of Reserve Bank of Australia, accruing daily;
require The Client to pay, in advance, for any Services (or any part of the Services) which have not yet been performed; and
not perform any further Services (or any part of the Services).

4.6. Disputed invoices

If The Client disputes the whole or any portion of the amount claimed in an invoice submitted by Small Business Network Limited, The Client must:

pay the portion of the amount stated in the invoice which is not in dispute in accordance with the terms of payment set out in this agreement; and
notify Small Business Network Limited in writing (within 5 days of receipt of the invoice) of the reasons for disputing the remainder of the invoice.
provide Small Business Network with a reasonable opportunity to rectify any disputed invoice within 5 days, and, if the dispute is resolved in favour of Small Business Network, pay the outstanding amount within 7 days of receiving the corrected invoice without resetting the original payment deadline.

5. Small Business Network Limited's Personnel

If The Client:
1. makes a notice in writing to Small Business Network Limited; and
2. has reasonable grounds which have been disclosed and discussed with Small Business Network Limited,
The Client may require Small Business Network Limited to cease to permit a particular person or persons employed by Small Business Network Limited or acting as agent for Small Business Network Limited to carry out the Services.
If The Client makes the requirement referred to in clause 5(a), Small Business Network Limited must, as soon as it is practicable:
1. cease to provide the service of the particular person or persons in respect of The Client’s business; and
2. provide the services of an alternative person or persons as may be reasonably acceptable to The Client.

6. The Client's Obligations

During the preparation of the Specification and performance of the Services The Client will:
1. cooperate with Small Business Network Limited as Small Business Network Limited reasonably requires;
2. provide the information and documentation that Small Business Network Limited reasonably requires;
3. make available to Small Business Network Limited such Facilities as Small Business Network Limited reasonably requires; and
4. ensure that The Client’s staff and agents cooperate with and assist Small Business Network Limited.
The Client will not charge for Small Business Network Limited’s use of the Facilities made available by The Client.
If The Client does not provide the Facilities that Small Business Network Limited reasonably requires (and within the time period) to perform the Services, then any
additional costs and expenses which are reasonably incurred by Small Business Network Limited will be paid by The Client.

7. No partnership or employment relationship

Nothing in this agreement constitutes the relationship of employer and employee between The Client and Small Business Network Limited or between The Client and Small Business Network Limited’s Personnel.
It is the express intention of the Parties that any such relationships are denied.

8. Use of subcontractors

Small Business Network Limited is permitted to use other persons to provide some or all of the Services.
Small Business Network Limited is responsible for the work of any of Small Business Network Limited’s subcontractors.
Subject to clause 8(d), any work undertaken by any of Small Business Network Limited’s subcontractors will be undertaken to the same standard as stated in this agreement and the Specification.
To the extent that the terms of any subcontract stipulate a higher standard for any of the Services than the standards set out in this agreement (including as to timing or quality), any Services provided by the relevant subcontractor will be governed by the terms and conditions of that subcontractor’s subcontract.

9. Disclosure and ownership of intellectual property

The Parties agree that, other than as expressly provided in this clause, nothing in this agreement transfers or grants to any Party any right, title or interest in or to any Intellectual Property in any Background IP. Small Business Network Limited grants to The Client a worldwide, royalty free, perpetual, irrevocable, transferable, non-exclusive licence to use the Background IP to the extent necessary for The Client to derive full benefit from its acquisition of the Deliverables.
The Client acknowledges that ownership of the Contract IP remains vested in Small Business Network Limited. Small Business Network Limited grants to The Client an exclusive, perpetual, fully paid-up, irrevocable, worldwide licence to use the Contract IP for the sole purpose of enabling The Client to derive full benefit from its acquisition of the Deliverables.
Small Business Network Limited agrees to indemnify The Client fully against all liabilities, costs and expenses that The Client may incur if the Contract IP or Background IP infringes the rights of a third party, save that Small Business Network Limited will have no indemnity obligation if any infringement, suspected infringement or alleged infringement of the Contract IP or Background IP arises from:
1. use of the Deliverables in combination by any means and in any form with other goods not specifically approved by Small Business Network Limited;
2. use of the Deliverables in a manner or for a purpose not reasonably contemplated or not authorised by Small Business Network Limited;
3. modification or alteration of the Deliverables without prior consent in writing of Small Business Network Limited; or
4. any transaction entered into by the Customer relating to the Deliverables without Small Business Network Limited's prior consent in writing.
The obligations accepted by Small Business Network Limited under this clause 9 survive termination or expiry of this agreement.
All Deliverables, work product, reports, methodologies, documentation, and materials created specifically for under this agreement become the sole property of upon payment of the applicable Fees. Small Business Network must disclose in writing any third-party materials, licensed content, or pre-existing intellectual property incorporated into the Deliverables prior to delivery, and must obtain all necessary licences to enable to use such materials without restriction for its business purposes, including government-funded program delivery and compliance reporting.

10. Confidentiality

A Party which receives Confidential Information (Recipient) from the other Party (Discloser) must keep the Discloser’s Confidential Information confidential and not deal with it in any way that might prejudice its confidentiality.
The Recipient’s obligations in relation to the Confidential Information will continue for as long as the Confidential Information is maintained on a confidential basis by the Discloser.
At the Termination Date, or when earlier directed by the Discloser:
1. all Confidential Information must be returned to the Discloser, including all copies of the Confidential Information or any extracts or summaries of the Confidential Information that the Recipient makes and any software that the Recipient creates based on the Confidential Information; and
2. the Recipient must erase and destroy any copies of any software containing or comprising the Confidential Information in the Recipient’s possession or under the Recipient’s control or that may have been loaded onto a computer possessed or controlled by the Recipient.
The Confidential Information does not include information which:
1. is generally available in the public domain otherwise than as a result of a breach of clause 10(a) by the Recipient; or
2. was known by the Recipient prior to the Discloser disclosing the information to the Recipient.
The Recipient agrees that the Discloser may require any of the Recipient’s personnel to sign a confidentiality agreement in a form that the Discloser approves, as a condition of the
Discloser’s acceptance of any of the Recipient’s personnel.
The Recipient agrees to indemnify the Discloser fully against all liabilities, costs and expenses which the Discloser may incur as a result of any breach of this clause 10 by the Recipient.
The Recipient acknowledges that damages may be an inadequate remedy for breach of this clause 10 and that the Discloser may obtain injunctive relief against the Recipient for any breach of this clause 10.
The obligations accepted by the Recipient under this clause 10 survive termination or expiry of this agreement.

11. Warranties, liability and indemnities

11.1. Warranties

Small Business Network Limited warrants that it will use reasonable care and skill in performing the Services and to the standard generally accepted within the industry, sector or profession in which Small Business Network Limited operates for the type of Services provided by Small Business Network Limited.
If Small Business Network Limited performs the Services (or any part of the Services) negligently or materially in breach of this agreement including any part of the Specification, then, if requested by The Client, Small Business Network Limited will re-perform the relevant part of the Services, subject to clauses 11.6(a) and 11.6(b) below.
The Client’s request referred to in clause 11.1(b) must be made within 14 days of the date Small Business Network Limited completed performing the Services.

11.2. Insurances

Small Business Network Limited (or any contracted agent working on behalf of Small Business Network) must take out the following insurance:

public liability insurance for a minimum of an amount to be agreed for each occurrence; and
worker’s compensation insurance as prescribed by law for Small Business Network Limited’s Personnel.

11.3. Employees and agents

Small Business Network Limited covenants that Small Business Network Limited is solely responsible for payment to Small Business Network Limited’s employees of all amounts due by way of salary, superannuation, annual leave, long service leave and any other benefits to which they are entitled as Small Business Network Limited’s employees.
Companies engaged as agents on behalf of Small Business Network Limited covenant that they are solely responsible for payments to their employees of all amounts due by way of salary, superannuation, annual leave, long service leave and any other benefits to which they are entitled.
Small Business Network Limited must otherwise comply with legislation applicable to Small Business Network Limited’s employees.

11.4. Compliance with all laws

Throughout this agreement Small Business Network Limited must comply at Small Business Network Limited’s own cost and expense with all acts, ordinances, rules, regulations, other delegated legislation, codes and the requirements of any Commonwealth, state and local government departments, bodies, and public authorities or other authority. This requirement applies to Small Business Network Limited or to the Services. The Small Business Network Limited must indemnify The Client from and against all actions, costs, charges, claims and demands in respect of such action, cost, charge, claim and demand.

11.5. No warranties in relation to completion

Small Business Network Limited provides no warranty that any result or objective can or will be achieved or attained at all or by a given completion date any other date, whether stated in this agreement, the Specification or elsewhere.

11.6. Limitation on liability

Except in the case of death or personal injury caused by Small Business Network Limited’s negligence, the liability of Small Business Network Limited under or in connection with this agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise must not exceed the Fees paid by The Client to Small Business Network Limited under this agreement. The provisions of clause 11.6(a) will not apply to clause 11.4.
Neither Party is liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill. The provisions of this clause do not apply to clause 11.4. For the purposes of this subclause, “consequential loss or damage” means any Loss that does not arise naturally and according to the usual course of things as a result of a breach of this agreement or other event giving rise to such Loss, whether or not such Loss may reasonably be supposed to have been in the contemplation of the Parties at the time they made this agreement.
Small Business Network Limited's liability for failure to comply with a Consumer Guarantee is, where permitted by law, limited to:
1. in the case of goods supplied to The Client, the replacement of the goods or the supply of equivalent goods (or the payment of the cost to the The Client of the replacement or supply), or the repair of the goods (or the payment of the cost to the The Client of the repair); and
2. in the case of services supplied to The Client, the supply of the services again or the payment of the cost to the The Client of having the services
supplied again.

11.7. No reliance

Each of the Parties acknowledges that, in entering into this agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this agreement. Any conditions, warranties or other terms implied by statute or common law are excluded from this agreement to the fullest extent permitted by law.

11.8. Survival of obligations

The obligations accepted by Small Business Network Limited and The Client under this clause 11 survive termination or expiry of this agreement.

12. Privacy

The Client is responsible for obtaining all relevant consents from, and providing all relevant notices to, individuals whose Personal Information is provided by The Client to Small Business Network Limited in connection with this agreement so as to ensure that Small Business Network Limited's dealings with that information pursuant to this agreement comply with Small Business Network Limited's obligations under any Privacy Laws.
The Client must indemnify Small Business Network Limited against, and must pay Small Business Network Limited on demand the amount of, all Losses, liabilities, costs and expenses arising out of its failure to comply with clause 12(a).
The Client must:
1. immediately notify Small Business Network Limited if it becomes aware of any unauthorised access to, or unauthorised disclosure of, Personal Information under its control by virtue of this agreement, and provide advice as to whether it considers that such security breach may result in serious harm to any individual to whom the information relates;
2. comply with any directive from Small Business Network Limited as to which Party will discharge any statutory reporting obligation arising from the incident;
3. conduct or assist Small Business Network Limited in conducting a reasonable and expeditious assessment of the breach or suspected breach; and
4. ensure compliance with all mandatory data breach reporting obligations arising out of the breach or suspected breach.
5. notify Enterprise Plus within [24] hours of becoming aware of any breach or suspected breach, including details of the nature and extent of the breach, affected individuals, and proposed remediation steps.

13. Termination

Either Party may terminate this Agreement by notice in writing to the other if the other Party notified:
1. fails to observe any term of this Agreement; and
2. fails to rectify this breach, to the satisfaction of the notifying Party, following the expiration of 14 days notice of the breach being given in writing by the notifying Party to the other Party.
Either Party may terminate this Agreement immediately upon the happening of any of the following events:
1. if the other Party commits a material breach of the agreement which is incapable of rectification;
2. if The Client enters into a deed of arrangement or an order is made for it to be wound up;
3. if an administrator, receiver or receiver/manager or a liquidator is appointed to The Client pursuant to the Corporations Act; or
4. if The Client would be presumed to be insolvent by a court in any of the circumstances referred to in the Corporations Act.
Upon termination of this agreement any fees, expenses or reimbursements payable by The Client to Small Business Network Limited in respect of any period prior to the Termination Date must be paid by The Client within 7 days after the Termination Date.
Upon termination or expiry of this Agreement, must within [DAYS] after the Termination Date: return or securely destroy all Confidential Information, materials, data and property belonging to ; provide reasonable cooperation to facilitate transition to any successor service provider; and complete or provide detailed handover documentation for any in-progress work relating to government-funded programs or ongoing client engagements.

14. General

14.1. Force Majeure

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 a Force Majeure Event.
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.
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.

14.2. Amendments

This Agreement may only be amended in writing signed by duly authorised representatives of the Parties.

14.3. Assignment

Subject to clause (b), neither Party may assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party.
A Party may assign and transfer all its rights and obligations under this Agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Agreement.

14.4. Entire agreement

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

14.5. Waiver

No failure or delay by Small Business Network Limited in exercising any right, power or privilege under this Agreement will impair the same or operate as a waiver of the same nor will 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.
The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

14.6. Agency, partnership etc

This Agreement will 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.
Neither Party will have, nor represent that it has, any authority to make any commitments on the other Party's behalf.

14.7. Further assurance

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

14.8. 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.

14.9. Announcements

Subject to clause (b), no Party will issue or make any public announcement or disclose any information regarding this Agreement unless prior to such public announcement or disclosure it furnishes the other Party with a copy of such announcement or information and obtains the approval of the other Party to its terms.
No Party will be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.

14.10. Notices

A notice or other communication connected with this Agreement has no legal effect unless it is in writing. In addition to any other method of service provided by law, the notice may be sent by pre-paid post to the address of the addressee as set out in this Agreement, or sent by facsimile to the facsimile number of the addressee.

14.11. Work, health and safety

Small Business Network Limited must comply with all relevant work, health, safety and welfare standards and regulations determined by The Client or as prescribed by legislation.

14.12. 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.

SCHEDULE 1 SPECIFICATIONS

Services
The Supplier shall provide the following services to the Hirer: 1. Business Advisory and Consulting Services: One-on-one strategic business consulting, business planning assistance, business financial management guidance, growth strategy development, and operational improvement advice tailored to small and medium enterprises in Australia. 2. Business Education Programme Delivery: Design, development and facilitation of business education workshops, training programmes and seminars covering topics including business fundamentals, financial literacy, digital transformation, marketing strategies, compliance requirements, and entrepreneurship skills development.
Fee
The Supplier shall be paid for services rendered as follows: 1. Business Advisory Services: $200.00 per hour (excluding GST) for one-on-one business consulting and strategic planning sessions. 2. Education Programme Delivery: $2,500.00 per day (excluding GST) for facilitation of business education workshops and training programmes. 3. Webinars and workshops: Fees as outlined at the time of booking ranging from $20.00 plus GST per hour to $200.00 plus GST per hour
Time
The services shall be delivered in accordance with the following schedule: 1. Business Advisory Services: To be scheduled by mutual agreement between the Supplier and Hirer, typically delivered in 1-2 hour consultation sessions as required by the Hirer. 2. Education Programme Delivery: Workshop and training sessions to be scheduled at least 14 days in advance, with programme content and materials provided to the Hirer at least 7 days prior to delivery.Programmes typically run as half-day (4 hours) or full-day (7 hours) sessions.