RECITALS:

1. The Client wishes to engage the Consultant to provide outsourced Administrative Consulting Services to the Client.

2. The Client wishes to receive the services, as described in Schedule 1 and any other professional services agreed between the Client and the Consultant from time to time (Consultancy Services).

3. The Consultant is willing to provide the Consultancy Services and the Client is willing to appoint the Consultant to provide the Consultancy Services, in accordance with the provisions of this Agreement.

 IT IS AGREED as follows:

1.             Consultancy Services

• The Consultant will provide the Consultancy Services to the Client in consideration for the Client providing the Fees.

• The Consultant and the Client will agree in writing, the time for the performance of the Consultancy Services. Any such agreed timeframe for performance will become part of this Agreement, subject to the availability of the Consultant.

2.             Fees

In consideration of the provision of Consultancy Services, the Client will pay the Consultant the Fees, in accordance with Schedule 1 (Fees) within fourteen days of invoice date. Invoices are issued by the Consultant within the first day of each fortnight (Monday) or in accordance with Schedule 1.

3.             Obligations

During the performance of the Consultancy Services the Consultant will:

• carry out the Consultancy Services as required and requested by the Client;

• co-operate with the Consultant as the Consultant reasonably requires;

• provide the information and documentation that the Consultant reasonably requires; and

• ensure that the Client's staff and agents co-operate with and assist the Consultant.

4.             Acceptable Use of Software

Permitted Purpose

The Consultant may:

• access and use the Software for the purpose of this Agreement (Permitted Purpose)
  
  User Admin Controls

• The use of the Software may be subject to certain controls which permit or prevent access rights and functionality in respect of all or certain Authorised Users or functions (User Admin Controls).

• User Admin Controls will be administered by the Client.

  
  Compliance with User Admin Controls

The Consultant must restrict access to the Software and promptly notify the Client as soon as it is aware that any use of the Software by the Consultant or an Authorised User is in breach of the Permitted Purpose.

Login and password protections

The Consultant acknowledges that:

• valid login control, whereby an Authorised User enters a valid and current username and password, is the sole validation measure used to permit an Authorised User access to Data, Client Data, or other information made available to the Consultant as part of the Software; and

• it is responsible for maintaining login and password protections to restrict access to its data to Authorised Users.

  
  User access with Valid Login

If a person has entered a valid login provided to the Consultant and has accessed Data, Client Data, Client Confidential Information or any information made available through the Software, the Consultant will be liable (whether in contract, tort, including negligence or otherwise) as a result of that access or use of the Software.

5.             Warranties, liability and indemnities

• Each party warrants that at the time of executing this Agreement it has the necessary rights, power and authority to enter into this Agreement and Service Orders under it and to perform its obligations under them.

• The Consultant warrants that it will use reasonable care and skill in performing the Consultancy Services.

• The Consultant provides no warranty that any result or objective can or will be achieved or attained at all or by any date, whether stated in this Agreement or elsewhere, and the Client acknowledges that it is responsible for providing the Consultant with all relevant information.

• Neither party will be liable, whether in contract, tort including negligence, or otherwise, for any Consequential Loss.

• 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, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.

  
  Confidentiality indemnity

• The Client indemnifies the Consultant against any Loss suffered or incurred by the Consultant resulting from a breach by the Client of clause 5 (Confidential Information).

• The Consultant indemnifies the Client against any Loss suffered or incurred by the Client resulting from a breach by the Consultant of clause 5 (Confidential Information).

  
  Privacy indemnity

• The Client indemnifies the Consultant against any Loss suffered or incurred by the Consultant resulting from a breach by the Client of clause 6 (Privacy).

• The Consultant indemnifies the Client against any Loss suffered or incurred by the Client resulting from a breach by the Consultant of clause 6 (Privacy).

6.             Confidential Information

Use

• A Receiving Party may only access or use Confidential Information of the Disclosing Party as necessary for the purposes of the Agreement.
  
  Disclosure

• A Receiving Party must keep confidential and must not disclose Confidential Information of the Disclosing Party to any person without the Disclosing Party's written consent, except to its employees, directors, independent contractors or professional advisers (Representatives) requiring the information for the purposes of, and in accordance with, this Agreement, or as required by law or a stock exchange or in connection with legal proceedings relating to this Agreement.
  

  Client Data

1. The Consultant agrees:

• to treat Client Data as the Client's Confidential Information; and

• that except as required by law, it will only access and use Client Data to provide the Consultancy Services.

  
  Further disclosure

• A Receiving Party must use all reasonable endeavours to ensure that persons to whom it discloses the Disclosing Party's Confidential Information do not use or disclose the information except in the circumstances permitted by this clause 5.

  
  Return

• On expiry or termination of this Agreement for any reason, the Receiving Party must, at the Disclosing Party's written request, promptly destroy or deliver to the Disclosing Party all documents in the Receiving Party's possession or control containing the Disclosing Party's Confidential Information (except where Confidential Information is required to be retained by a party for legal or regulatory compliance purposes, or which is stored pursuant to an existing automated back-up routine).

7.             Privacy

Compliance with laws

• Each party must comply with all Privacy Laws applicable to such party.

• The Consultant agrees that, in the course of this Agreement, it may receive Personal Information from the Client. The Consultant agrees that all such Personal Information will only be shared, transmitted, disclosed, collected, held and/or stored for such purposes as are necessary to discharge, complete and/or fulfil the Consultant’s obligations under this Agreement.

• If the Consultant receives a request for access to the Client's Personal Information, or the Client's clients' Personal Information, the Consultant will refer such request to the Client as soon as reasonably practicable.  If not legally prohibited from doing so, the Consultant will notify the Client of any subpoena, warrant, order, demand, requirement or request made by a governmental or regulatory authority for the disclosure of the Client's Personal Information, as soon as reasonably practicable.

• The Consultant agrees to use commercially reasonable efforts to assist the Client should any question, issue, complaint or like submission be made pursuant to a statutory or common-law right to access, use, view, amend, update or correct Personal Information which reasonably requires the Consultant's co-operation or assistance in discharging and/or satisfying such statutory or common-law obligations.

• The Consultant will implement and maintain the technical and organisational measures against the unauthorised or unlawful processing of Personal Information and against the accidental loss, destruction of or damage to Personal Information.

• Each party will be separately responsible for determining and monitoring its compliance with the Privacy Laws.

  
  Assistance

• Each party must give assistance reasonably requested by the other party to enable compliance with the Privacy Laws. 

8.             Intellectual Property Rights

All Intellectual Property Rights in the Software (if applicable), Data and Client Data, remain vested in the Client (or its licensors). 

9.             Termination

• Any party may terminate this Agreement by notice in writing to the other if the party notified fails to observe any term of this Agreement and fails to rectify this breach, to the satisfaction of the notifying party, following the expiration of 7 days’ notice of the breach being given in writing by the notifying party to the other party.

• Any party may terminate this Agreement upon the giving of at least 7 days written notice by one party to the other party of their intention to terminate this Agreement.

• If the Client terminates this Agreement, then the Consultant is entitled to the Fees up to the point of the date of termination. These Fees must be paid within 7 days of the date of termination of this Agreement.

10.          Assignment

The parties acknowledge that the rights and duties created by this Agreement are personal to the parties and that no party can affect any sale, transfer, mortgage, charge or any other legal or equitable disposition of such rights or duties, without the prior written consent of the other party.

11.          Governing law and jurisdiction

This agreement is governed by the laws of Western Australia and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of Western Australia.

12.          No agency, partnership etc

• 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.

• No party shall have, nor represent that it has, any authority to make any commitments on the other party's behalf.

13.          Notices

• Any notice or other communication under this Agreement must be sent in writing by post, fax or email to the address as specified under the Party Details, or as otherwise notified by the parties.

• A notice is deemed to have been received within 2 days of posting if posted in Australia or 7 days if posted outside of Australia, or if faxed or emailed, at the time of receipt of a confirmation printout or message respectively of a successful delivery.

14.          Interpretation

14.1                   Meaning of terms

In this Agreement, unless the contrary intention appears:

This Agreement means this agreement as amended from time to time.

AuthorisedRepresentative means:

(a)  a person who is currently authorised to carry out and/or provide financial services on behalf of the Licensee; or

(b)  otherwise, a person who is currently authorised to act on behalf of the Licensee.

Authorised User means a user who is an employee or independent contractor of the Consultant, who is authorised by the Client under this Agreement to use the Software for the Permitted Purpose and in respect of whom the Client is invoiced by the Consultant.

Client Data means any information that is Personal Information (other than Excluded Information) that the Client provides the Consultant, whether made available through the Software or by another means.

Commencement Date means the date the last party signs this Agreement.

Confidential Information means information relating to the business or affairs of one party or members of its Group (“Disclosing Party”) disclosed to or learnt by the other party (“Receiving Party”) under or in connection with this Agreement but does not include the Excluded Information. 

Consequential Loss means Loss which:

• does not arise directly or naturally in the usual course of things, from the breach, action or inaction in question; or

• constitutes loss of profit, loss of anticipated profit, loss of opportunity or anticipated savings, loss of revenue, loss or impairment of credit rating, loss or corruption of data, loss of business opportunities, loss or damage arising from or relating to investments in investment assets or securities and trading or trades in investment assets or securities, in each case made or entered into or executed erroneously or not at all (including as a result of any Service or Data accessed by an Authorised User), loss arising from or relating to tax calculations, forecasting or modelling, loss relating to financial or investment advice, or loss of or damage to reputation or goodwill, even if such loss arises directly or naturally in the usual course of things.

Corporations Act means the Corporations Act 2001 (Cth).

Data meansany data or information made available through the Software or is supplied to the Consultant by the Client.

Excluded Information means information which:

• is in the public domain other than through breach of this Agreement or an obligation of confidence owed to the Disclosing Party; or

• the Receiving Party can prove was already known to it at the time of disclosure by the Disclosing Party (unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality); or

• the Receiving Party acquires from a source (other than the Disclosing Party) which is entitled to disclose it.

Intellectual Property Rights means all current and future registered and unregistered rights in respect of copyright, moral rights, designs, layouts, trademarks, trade secrets, business and domain names, databases, know-how, confidential information, patents, inventions and discoveries.

Loss means any liability, loss, damage, cost or expense, including;

• reasonable legal costs and disbursements, whether incurred against a party, including costs of investigation, litigation, settlement and compliance with judgments; and

• interest, fines, penalties suffered or incurred by any person whether arising in contract or tort (including negligence) or under statute.

Personal Information has the meaning given to that term under the Privacy Act 1988 (Cth).

Privacy Laws means the Privacy Act 1988 (Cth) and subordinate legislation under that Act.