1.1 This Agreement is between the Company, its successors and assignees, and the Client, each a “Party” and collectively the “Parties”.

1.2 This Agreement will be accepted by the parties by either:

1.2.1 Signing this Agreement;

1.2.2 Confirming by e-mail that it accepts this Agreement;

1.2.3 Engaging the services of the Company;

1.2.4 Making part or full payment of the services; or

1.3 This Agreement will commence on acceptance of the Agreement and will be valid for the Term of the Agreement.

1.4 This Agreement will apply to all requests for services received orally or in writing

2.1 The Company will be engaged by the Client to provide assistance and advice for the Client in reliance on information provided to the Company by the Client.

2.2 The Client acknowledges and accepts that assistance or advice given by the Company is to be used at the Client’s own discretion and risk.

2.3 The Client agrees to engage the services of the Company at the quoted rate provided by the Company.

2.4 The Company may, at its absolute discretion, amend the Services outlined (including adding or removing services, or increasing or decreasing the pricing) by providing 14 days written notice to the Client.

2.5 The Company may at its absolute discretion, grant the Client a discount or rebate to the Prices nominated on the quote.

3.1 The Client must engage the Company and request a quote for the Services with the Company by e-mail or via oral communication.

3.2 Unless otherwise stated in writing, any estimates which the Company provide to the Client of the anticipated fees, disbursements and charges are only indicative of the amounts you can expect to be charged. Estimates are not quotes and are not binding on the Company.

3.3 For any quote requested by the Client, the Company will invoice the Client the price, and the Client will pay the price due and payable within seven (7) days from receipt of the invoice in accordance with this Agreement unless specifically specified.

3.4 All amounts are stated in Australian dollars. All fees exclude GST (where payable) unless specifically specified.

3.5 If any amounts due and payable under this Agreement by the Client to the Company are unpaid for a period of Thirty (30) days after the due date of the provided invoice, the Company has the right to:

3.5.1 Charge interest on the unpaid amounts, interest compounding at of 5% per annum calculated daily or as per the Service Agreement;

3.5.2 Engage debt collection services for the collection of unpaid and undisputed debt; and/or

3.5.3 Commence legal proceedings for any outstanding amounts owed to the Company

3.5.4 All costs and expenses incurred by the Company in recovering monies from the Client are to be borne by, recoverable from, the Client.

4.1 Each party will use the Confidential Information of the other solely for the purposes of this Agreement.

4.2 A party (recipient) will not disclose the Confidential Information of the other party (discloser) to any person, except:

4.2.1 with the discloser’s express prior written consent;

4.2.2 to its officers, employees and advisers to the extent necessary for the purposes of this Agreement; or

4.2.3 if required to do so by law or the rules of any stock exchange (provided that the recipient will use all reasonable endeavours to notify the discloser prior to making that disclosure).

4.3 The recipient will return to the discloser or, at the recipient’s option, destroy to the extent practicable and confirm in writing the destruction of all records and copies of the Confidential Information held by the recipient, its officers, employees or advisers (in any form) immediately on the discloser’s request.

4.4 Each party will at all times maintain adequate security measures to prevent the Confidential Information of the other being used or disclosed other than as permitted by this Agreement.

4.5 The Company shall hold all Client data and information as proprietary, sensitive, and confidential in nature.

4.6 The Company shall not share such information with any party without written consent from the Client, unless otherwise required to do so by law.

4.7 This clause survives the termination or expiry of this Agreement.

5.1 The Client hereby acknowledges that the Company is the sole owner of all Intellectual Property Rights existing in Services.

5.2 The Client hereby acknowledges that the Company will be the owner of any and all Intellectual Property arising from or in respect of this Agreement, and the Services.

6.1 To the maximum extent permitted by law, the Company excludes any liability or claim, and will not be liable for any liability or claim (whether under statute, contract, negligence or other tort, indemnity, or otherwise) caused or contributed to by:

6.1.1 acts or omissions of the Client (or any of the Client’s employees, agents, contractors or customers) or any other third party;

6.1.2 any work, services or other things provided by third parties (whether or not they were referred to by the Company);

6.1.3 any event or circumstance outside of the Company’s reasonable control; and

6.1.4 any claims or liability for consequential loss.

6.2 The Client acknowledges that they understand the service that they are requesting, and the scope of the service being provided by the Company as defined in the quote. Anything outside the scope of the service will be deemed a separate service and the Company will invoice the Client for the additional Service.

6.3 The Company will have no liability to the Client or third party, and the Client or third party will have no Claim against the Company, arising from, or connected with, any advice or misunderstanding of advice provided in connection with the Service.

6.4 The Client indemnifies the Company with respect to any claim against the Company by a third party arising in connection with the Service as contained in the quote.

6.5 This clause 6 will survive the termination of this Agreement.

6.6 Authorised Representative

6.6.1 The Client if a company will nominate an authorised contact to communicate with the Company. The Client and their authorised representative acknowledge and agree that they have read the terms and conditions of this Agreement.

7.1. The Client accepts all liability once the service has been provided and the Company will have no Liability to the Client or third party, and the Client will have no claim against the Company, arising from, or connected with, the use of the Service and the Client indemnifies the Company.

8.1 The Client acknowledges and agrees that the Company is not to be considered an employee, broker or agent of the Client.

8.2 The Client engages the services of the Company as an independent contractor.

9.1. The parties agree that this Agreement will operate from the Commencement Date until the Client no longer requires the Services of the Company or the Client or Company terminate the Agreement in accordance with Clause 10 of this Agreement. (End Date)

10.1. The parties agree that discussions shall be of good faith negotiations regarding the duration of this Agreement and be on mutually agreeable terms.

11.1 Either party may terminate this Agreement without cause, by providing 30 days’ written notice.

11.2 The Company may terminate this Agreement, effective immediately, for the Client’s breach of this Agreement.

11.3 On termination of this Agreement the Client agrees that any payments made by the Client to the Company are not refundable to the Client, and the Client is to pay for all Services provided prior to the termination, and all other amounts due and payable by the Client under this Agreement.

11.4 The accrued rights, obligations and remedies of the Parties are not affected by the termination of this Agreement.

12.1 If a party is prevented from performing any of its obligations under this Agreement as a result of Force Majeure, that party must notify each other party of that fact and upon the notice being given, performance of the Agreement is suspended for the duration of, and to the extent it is affected by, the Force Majeure. The party giving the notice is not liable for delay or failure of performance of the relevant provisions of this Agreement for the duration of the Force Majeure.

13.1 Entire Agreement – This document embodies the entire agreement between the parties with respect to its subject matter and supersedes any prior negotiation, arrangement, understanding or agreement with respect to the subject matter or any term of this document.

13.2 No Assignment – The Client may not assign any of its rights or obligations under this Agreement, or otherwise in respect of the Services, without the prior written consent of the Company.

13.3 Governing Law and Jurisdiction – This document is governed by and is to be construed in accordance with the laws of Victoria, Australia.

13.4 Amendment – This document may only be varied or replaced by written agreement between the parties.

13.5 Further Acts – Each party must promptly execute and deliver all documents and take all other action necessary or desirable to effect, perfect or complete the transactions contemplated by this document.

13.6 Waiver and Exercise of Rights

13.6.1 A single or partial exercise or waiver of a right relating to this document does not prevent any other exercise of that right or the exercise of any other right.

13.6.2 No party will be liable for any loss or expenses incurred by another party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.

14.1 Persons – In this document, a reference to:

14.1.1 a person includes a firm, partnership, joint venture, association, corporation or other corporate body;

14.1.2 a person includes the legal personal representatives, successors and permitted assigns of that person; and

14.1.3 any body which no longer exists or has been reconstituted, renamed, replaced or whose powers or functions have been removed or transferred to another body or agency, is a reference to the body which most closely serves the purposes or objects of the first mentioned body.

14.2 This Document, Clauses and Headings. In this document:

14.2.1 headings and sub-headings are inserted for ease of reference only and do not affect the interpretation of this document; and

14.2.2 where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning.

14.2.3 the Recitals, the Definitions, the Schedule and any annexure or appendices hereto form part of this Agreement.

14.3 Severance

14.3.1 If a provision in this document is held to be illegal, invalid, void, voidable or unenforceable, that provision must be read down to the extent necessary to ensure that it is not illegal, invalid, void, voidable or unenforceable.

14.3.2 If it is not possible to read down a provision as required in this clause, that provision is severable without affecting the validity or enforceability of the remaining part of that provision or the other provisions in this document.

14.4 Counterparts This document may be executed in any number of counterparts all of which taken together shall constitute one instrument.

15.1 “Business Day” means any day other than a Saturday, Sunday or public holiday in Melbourne, Victoria.

15.2 “Confidential Information” includes all information of any kind or form provided by or on behalf of a party to the other in connection with this Agreement, but does not include information which:

(a) was, at the time the information was provided, available to the general public;

(b) becomes, at a later date, available to the general public (other than as a result of a breach of this Agreement) and then only after the later date;

(c) the recipient can show:

(i) was in its possession before the information was provided by or on behalf of the discloser or

(ii) was developed independently by the recipient without reference to the information provided by or on behalf of the discloser; or

(d) was disclosed to the recipient on a non- confidential basis by a third party who has the lawful right to disclose the information to the recipient.

15.3 Currency – In this document, a reference to “$” or “dollars” is a reference to Australian dollars.

15.4 “Force Majeure” means any act, event or cause beyond the reasonable control of a party to this Agreement including, but not limited to, acts of God, terrorism, industrial disputes, failure of utilities (including electricity, gas, water and telecommunications), war, civil strife, flood, storm, severe weather, fire, unavailability of supplies, explosion, epidemic, breakdown of plant, machinery or equipment or shortages of labour, transportation, fuel, power or plant, machinery, equipment or material.

15.5 “GST” means the goods and services tax as provided for by the GST Law.

15.6 “GST Act” means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

15.7 “GST Law” means the GST Act and any associated legislation including without limitation delegated legislation.

15.8 “Initial Prices” means the agreed initial prices at which the Company may invoice the Client for the Service and act only as a guide for the Actual Prices. The Initial Prices will apply as set out in the schedule attached to this document. The Supplier has the right to increase the Initial Price for any given Service due to increases in wholesale pricing, and volatility within the market, provided that it gives the Customer at least thirty (30) days’ notice of the proposed increase.

15.9 “Intellectual Property Rights” means all forms of intellectual property including, without limitation, product information, copyrights including copyright or other rights for or arising from computer programs, registered and unregistered designs, Artwork, Confidential Information, trade secrets, know-how, brand names, business names, trademarks and goodwill in or arising from products or trade names or descriptions, moral rights and other rights agreed or determined at law to be intellectual property rights.

15.10 “Service” means:

(a) those of the Company’s services which are listed on the quote; and

(b) such other of the company’s services as agreed between the Parties during the operation of this Agreement’

15.11 “Service Agreement” means the Agreement between the Parties in relation to specific services and in extension to the Terms and Conditions contained herein

Standard Hourly Rates for On-call Support and Out of Scope Agreement services.

Business Hours $180 per hour ex. GST

After hours $270 per hour ex GST

Effective as at: 17th February 2023.