Engagement Terms and Conditions

These terms and conditions ("Terms") govern the provision of professional services ("Services") by FinRep Advisory (ABN 52 122 123 521) ("FinRep Advisory", "we", "us", "our") to you ("Client", "you", "your").

By engaging FinRep Advisory, you agree to be bound by these Terms. These Terms, together with any engagement letter or proposal issued by FinRep Advisory, constitute the entire agreement between the parties in relation to the Services.

In the event of any inconsistency between these Terms and an engagement letter or proposal, the engagement letter or proposal will prevail to the extent of the inconsistency.

FinRep Advisory will provide the Services as described in the relevant engagement letter or proposal. We will perform the Services with reasonable care and skill.

The scope of the Services is limited to that described in the engagement letter or proposal. Any additional services requested by you will be subject to a separate engagement letter or proposal and additional fees.

FinRep Advisory may engage subcontractors or other professionals to assist in the provision of the Services. We remain responsible for the Services provided to you.

Our fees for the Services will be as set out in the relevant engagement letter or proposal. Unless otherwise agreed, fees are quoted exclusive of GST.

We will issue invoices in accordance with the payment schedule set out in the engagement letter or proposal, or if no schedule is specified, upon completion of the Services or at monthly intervals.

Payment is due within 14 days of the date of invoice unless otherwise agreed in writing. We reserve the right to charge interest on overdue amounts at the rate of 10% per annum, calculated daily.

If payment is not received within 30 days of the due date, we may suspend the provision of Services until all outstanding amounts are paid.

You are responsible for all taxes, duties and levies (including GST) payable in connection with the Services, other than taxes on our income.

You agree to provide FinRep Advisory with all information, documents and assistance reasonably required to enable us to perform the Services.

You warrant that all information provided to us is accurate, complete and not misleading. We are entitled to rely on information provided by you without independent verification.

You agree to promptly notify us of any changes to information previously provided that may affect the Services.

You acknowledge that the quality and timeliness of the Services may be affected by delays or failures on your part to provide required information or assistance.

Each party agrees to keep confidential all Confidential Information of the other party and not to disclose such information to any third party without the prior written consent of the other party, except as required by law or as necessary to perform the Services.

"Confidential Information" means all information disclosed by one party to the other in connection with the Services that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The obligations of confidentiality do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or regulatory authority.

FinRep Advisory may disclose your Confidential Information to its employees, contractors and professional advisers on a need-to-know basis, provided they are bound by equivalent confidentiality obligations.

All intellectual property rights in any materials, reports, analyses or other work product created by FinRep Advisory in the course of providing the Services ("Work Product") vest in FinRep Advisory upon creation.

Subject to payment of all fees, FinRep Advisory grants you a non-exclusive, non-transferable licence to use the Work Product for the purposes for which it was created.

You retain ownership of all intellectual property rights in materials provided by you to FinRep Advisory for the purposes of the Services.

You must not reproduce, distribute or use the Work Product for any purpose other than the purpose for which it was created without our prior written consent.

To the maximum extent permitted by law, FinRep Advisory's total liability to you for any loss or damage arising out of or in connection with the Services or these Terms (whether in contract, tort, negligence or otherwise) is limited to the total fees paid by you to FinRep Advisory in the 12 months preceding the event giving rise to the claim.

FinRep Advisory is not liable for any indirect, consequential, special or punitive loss or damage, loss of profits, loss of revenue, loss of data or loss of opportunity, even if we have been advised of the possibility of such loss or damage.

Nothing in these Terms limits or excludes any liability that cannot be limited or excluded under applicable law, including liability under the Australian Consumer Law.

You agree to take reasonable steps to mitigate any loss or damage you suffer in connection with the Services.

You agree to indemnify and hold harmless FinRep Advisory, its officers, employees and agents from and against any claims, liabilities, damages, losses and expenses (including legal fees) arising out of or in connection with: (a) your breach of these Terms; (b) your negligence or wilful misconduct; or (c) any inaccuracy or incompleteness in information provided by you.

Either party may terminate the engagement by giving 14 days' written notice to the other party, unless a different notice period is specified in the engagement letter.

FinRep Advisory may terminate the engagement immediately by written notice if: (a) you fail to pay any amount due within 30 days of the due date; (b) you breach any material term of these Terms and fail to remedy the breach within 14 days of written notice; or (c) you become insolvent, are wound up or have a receiver or administrator appointed.

Upon termination, you must pay all fees and expenses incurred up to the date of termination. FinRep Advisory will provide you with all Work Product completed up to the date of termination upon receipt of payment.

Termination does not affect any rights or obligations that have accrued prior to termination.

If a dispute arises in connection with these Terms or the Services, the parties agree to attempt to resolve the dispute through good faith negotiation before commencing any legal proceedings.

If the dispute is not resolved within 30 days of written notice of the dispute, either party may refer the dispute to mediation administered by the Australian Disputes Centre in accordance with its mediation guidelines.

If mediation is unsuccessful, either party may commence legal proceedings.

Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief.

These Terms are governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales.

If any provision of these Terms is found to be invalid or unenforceable, that provision will be severed and the remaining provisions will continue in full force and effect.

These Terms may only be amended by written agreement signed by both parties.

A party's failure to exercise or delay in exercising any right under these Terms does not constitute a waiver of that right.

These Terms may not be assigned by you without our prior written consent. FinRep Advisory may assign these Terms to any related body corporate or in connection with a sale of its business.

Any notice under these Terms must be in writing and delivered by email or post to the address specified in the engagement letter.

If you have any questions about these Terms, please contact us:

FinRep Advisory ABN 52 122 123 521 Email: support@finrep.com.au Phone: +61 412 824 087