In providing the Services we are not responsible for, or required to:

• advise on the commercial viability or commercial soundness of transactions or other business decisions;
• investigate the bona fides of other parties to a transaction; or
• do anything which we reasonably believe is unethical, or a breach any legal or regulatory law or requirement.

You are responsible for the accuracy and completeness of the details and information you provide to us. You must disclose all material, or relevant information (including any changes), in a timely manner, to enable us to provide the Services.

When you instruct us, we will exercise reasonable care to comply with your instructions, provided they are clear, adequate and reasonable. We may refuse to comply with them if they are unlawful, unethical, unreasonable or could result in reputational damage for us.

We may accept instructions from any person who reasonably appears to be authorised to instruct us on your behalf, including people who have previously instructed us.

If you purchase or obtain any Source products, including manuals, guides and template documents, you agree to be bound by the "Source Product Terms and Conditions."

Unless otherwise agreed, our fees are fixed fee. All fees, charges and disbursements are exclusive of GST.

We may incur expenses on your behalf. We will charge these as disbursements. These may include title and company searches, travel costs, courier fees and consultants' fees. We will notify you in advance if we believe a substantial disbursement will be incurred.

We will review our fees from time to time, to determine whether they are still appropriate having regard to relevant factors including inflation and the value of the Services being provided. If you do not agree to the updated fees, you may terminate this agreement.

If we engage third parties on your behalf:

• we will consult with you about the scope of work, terms and estimated costs, prior to the engagement of the third party;
• you will be responsible for payment of all fees and expenses of any third parties; and
• we will not be responsible for any advice or services provided by the third party.

We generally issue tax invoices monthly. You consent to receiving invoices by email at the address you specify.

If you do not pay our invoices on time, we may stop work until we are paid.

If you do not pay an invoice within 30 days of receipt, we may charge you interest on the unpaid amount at the Cash Rate Target, as fixed by the Reserve Bank of Australia, at the date the invoice is issued, plus 2%.

If you do not pay an invoice, and we refer the outstanding invoice to a third party collection agency or law firm, you will be liable for all costs of that party on an indemnity basis, including any commission they charge.

You own the intellectual property in your documents and materials. We own the intellectual property in ours, including anything we create in performing the Services (Created Work). We grant you a non-exclusive, royalty-free licence to use the Created Work for the purposes of receiving the benefit of the Services.

Either party may terminate the agreement:

• on one month’s written notice; or
• immediately if the other party breaches the agreement, and fails to rectify such breach within a reasonable time, after being requested to do so.

We may terminate the agreement immediately if we believe we may have a conflict of interest, you ask us to act unethically or in a manner that would breach our professional duty, you provide instructions which are deliberately false or misleading, you do not accept our advice, suffer an insolvency event or you otherwise do anything which may damage our reputation.

If this agreement is terminated, you must pay our fees for work done, and for expenses incurred, up to the date of termination. If we have agreed to a fixed term engagement, you must pay the fees for the entire period of the fixed term. If you have paid any fees in advance, we have no obligation to refund any amounts.

If on termination, there is money owing to us, we are entitled to retain possession of your papers and documents, until such amounts are paid.

During our engagement we may collect, handle, use, and disclose personal information (including sensitive and health information) about you, your employees, directors, officers or representatives, and third parties connected to the matter. You may provide this information to us, or we may collect it from other sources such as your agents, government agencies, court or other public records.

We collect, use, disclose and hold personal information to provide our services to you, carry out credit checks, know-your-customer checks, manage and develop our relationship with you, provide you with information about us and our services, comply with our regulatory and legal obligations and to operate our business.

We may disclose personal information for these purposes to:

• HPX Group Pty Ltd, its related bodies corporate and other entities licensed to use HPX Group brands (HPX Group);
• government departments and agencies, relevant courts or tribunals relevant to your matter;
• third parties involved in your matter such as expert witnesses or barristers;
• our agents and third-party service providers, including overseas service providers (located in India and the Philippines) for administration and business operation purposes (such as matter management and invoicing).

Depending on the nature of your matter, we may collect sensitive information (for eg, where you provide us with health information, or political, professional or trade association membership information) that is relevant to your matter.

You consent to us collecting and using your information as set out in this agreement. Where you provide us with sensitive information about someone else (for eg. your employee), you must inform them and obtain their permission for us to collect that information.

A copy of our Privacy Policy can be found on our website. It contains further information about how we handle personal information, how you can access or correct personal information we hold, and the process for making a privacy complaint.

We may need to conduct anti-money laundering and counter-terrorism financing (AML/CTF) diligence on you, your personnel and other parties related to your matter. If required, we can’t commence work until we have satisfactorily completed this diligence

Our engagement is conditional on the satisfactory completion of all AML/CTF checks required under Australian law.

If we are unable to complete these requirements, we may not be able to act for you. Entering this agreement does not confirm or indicate that we have conducted or cleared AML/CTF.

Subject to law and the terms of this agreement, each party must keep the confidential information of the other party confidential. A party must only use and disclose confidential information of the other party for the purposes of performing the party’s obligations pursuant to this agreement.

We may use your confidential information within HPX Group, and disclose to our agents, service providers and contractors if required for compliance, administration and business operation purposes.

On completion or termination of this agreement, we will store copies of your documents electronically. If requested, we will provide a copy of the documents created for you. We will return any original signed documents to you. You must make sure that you collect any documents you need to keep for tax or other purposes.

You authorise us to destroy the file seven years after the date of our final invoice.

If you instruct us to transfer our file, or provide you or another person with a copy of the file or particular documents, we will be entitled to charge you the cost of doing so, calculated in accordance with this agreement, including fees for reviewing and preparing the file, or external consultant costs for copying electronic documents.

If we provide the Services using and within, your IT infrastructure, and do not have copies of the documents and records created or worked on by us (Corporate Records), you must:

• maintain the Corporate Records in an appropriate and secure manner; and
• provide access to, and copies of the Corporate Records to enable us to provide the Services, and in connection with any actual or potential claim, demand, hearing, examination, dispute or legal process arising out of, or in any way connected to, the Services.

Our liability (and the liability of any person who provides services under this agreement) for any:

• failure by us to comply with any consumer guarantee in respect of the supply of our services that are not of a kind ordinarily acquired for personal, domestic or household use or consumption is limited, at our sole discretion, to:
  • the resupply of the services again; or
  • the payment of the cost of having the services supplied again, (Limit 1); and
• loss or damage suffered as a result of this agreement or our engagement which otherwise arises, whether in tort (including negligence), contract or otherwise, must not exceed a total of 10 times the total fees received by us in the previous 12 months in relation to the matter in which the liability arises (exclusive of GST and disbursements) (Limit 2).

To the maximum extent permitted by law, you release us (and any person who provides services under this agreement) from all claims arising in connection with this agreement to the extent to which those claims exceed Limit 1 or Limit 2 (whichever is the higher).

We are not liable for any loss or damage to the extent such loss or damage is attributable to a breach of this agreement by you, or the fault, negligence or lack of care on your part or on the part of any person for whom you are responsible.

Neither party is liable (whether in tort, including negligence, contract or otherwise) to the other party for any loss of profit or any other indirect or consequential loss.

This provision does not exclude, restrict or modify the application of any provision of the Australian Consumer Law.

Our documents, reports and records are not protected by legal professional privilege unless we provide our Services as a legal service to you through Source Services Pty Ltd and the requirements for legal professional privilege are met.

The agreement will be governed by and construed in accordance with the laws of New South Wales.

If any part of this agreement is or becomes illegal, invalid or unenforceable in any respect, the remainder continues in force.

Any provision which by its nature is intended to survive termination or expiry, survive the termination or expiry of this agreement.

If you continue to give us instructions after receiving this agreement, you are agreeing to these terms.

Terms included in any document submitted by you do not apply to this agreement and have no force and effect.

This section applies if the Services include legal services provided by Source Services Pty Ltd ACN 150 668 554.

Source Services Pty Ltd is an incorporated legal practice under the Legal Profession Uniform Law (NSW). Its liability is limited to $20 million in New South Wales, Queensland and Victoria and $19.5 million in Western Australia by a scheme approved under Professional Standards Legislation.

This section sets out your rights as required the Legal Profession Uniform Law 2014 (NSW), the Legal Profession Uniform Law 2014 (Vic), and the Legal Profession Uniform Law (WA) (together, the Uniform Law) and the Legal Profession Act 2007 (Qld) (Queensland Law) (as applicable).

If the law of Queensland applies to this matter, you have the right to notify us in writing that you require a corresponding law of another State or Territory to apply to this matter. You may also accept or reject a written offer from us that a corresponding law of another State or Territory will apply to this matter.

If you are not a commercial or government client within the meaning of the Uniform Law or a sophisticated client within the meaning of the Queensland Law, you have the right to:

• negotiate a costs agreement;
• negotiate the billing method (for example by reference to timing or task);
• receive a bill of costs from us;
• request an itemised bill within 30 days after you receive a lump sum bill or partially itemised bill;
• receive notification from us of any significant change to the basis on which we will calculate legal costs, or any significant change to the estimate of total legal costs;
• seek independent legal advice in relation to this agreement; and
• seek the assistance of the designated local regulatory authority in the event of a dispute about legal costs.

This section applies if the Services include services provided by Source Compliance Pty Ltd ACN 655 750 842.

In this section Licence means an Australian Financial Services Licence, Credit Licence or other financial services licence held by you.

You must at your own cost, take out and maintain a professional indemnity policy with terms required by any Licence you hold. Your insurance must cover us for providing the Services, to the extent required by your Licence.

You acknowledge that:

• we act as an independent compliance consultant, and when we are acting as an independent compliance auditor with the approval of a regulator, we have a duty to remain professionally independent;
• our engagement is not, and must not be represented as, an endorsement by us of your business, activities, products or services; and
• we base our review, audit recommendations and advice on the information and documentation you provide, and it does not constitute legal advice.

We do not guarantee that a compliance or legislative breach has not occurred, or will not occur in the future. We are not responsible for identifying non-compliance, breaches of financial services laws or your Licence conditions, or deficiencies in your systems, policies or procedures, in areas we have not reviewed, or where we have been given incomplete or inaccurate information.

Our review and audit services may involve a sample review of your operating and compliance standards. Our audit reports are not comprehensive. They are not designed to discover or identify all issues that may result in a breach of your Licence or a claim by a regulator, and we do not guarantee that they will. We are not responsible for discovering matters, or for any action to be taken in relation to such matters, that could give rise to claims under any insurance policy or otherwise.

You indemnify us against all claims, liability, damages and loss we suffer or incur in connection with our appointment as your outsourced compliance provider, including as a result of any act or omission by you, your officers or employees.

This section applies if the Services include services provided by Source Governance Pty Ltd ACN 627 818 277.

You indemnify us against all claims, liability, damages and loss we suffer or incur in connection with our appointment as your outsourced company secretary or governance provider, including as a result of any act or omission by you, your officers or employees.