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Terms and Conditions

Terms and Conditions

These Terms and Conditions, together with the Engagement Letter, apply to all work performed by Eastmond Paris Pty Ltd for the Client with respect to the Engagement.

These Terms and Conditions are applicable for Engagement Letters commencing from 30 April 2019.

  1. Definitions

Capitalised terms used in these Terms and Conditions are defined in clause 21.

  1. Authorisations

Each of Eastmond Paris Pty Ltd and the Client confirms that it has obtained all necessary

authorisations to enter into and perform the Agreement.

  1. Performance of the Services

3.1. The scope of the Services – is limited to the work specified in the Engagement Letter.

Eastmond Paris Pty Ltd will not be responsible for completing work outside of the

Services agreed, unless we agree in writing to expand our Services (including any

additional fees and expenses). Work outside of the scope of our Agreement includes

any work required to fix any errors or omissions in work performed or documents

lodged with any relevant entity prior to the term of the Engagement. You may at any

time request further Services which will be subject to an additional fee. Where a fixed

fee was agreed upon and the scope of the work changes, or if it becomes apparent that

the work involves matters which were not taken into account in the original

Engagement Letter, we will advise you as soon as possible and provide an amended

(replacement) Engagement Letter for you to review and approve accordingly.

3.2. Eastmond Paris Pty Ltd may have to rely on external information or public records to

carry out the Services. Eastmond Paris Pty Ltd has not liability for any loss or damage

caused by errors or omissions in external information or public records.

3.3. Changes in the law may take place before advice provided by Eastmond Paris Pty Ltd is

acted upon or may be retrospective in effect. Unless specifically stated in the

Engagement Letter, Eastmond Paris Pty Ltd has no responsibility for informing the Client

of changes in the law or interpretations affecting advice previously given by Eastmond

Paris Pty Ltd.

3.4. Some of the matters on which Eastmond Paris Pty Ltd may be asked to advise the Client

may have implications (including in relation to tax) for persons or entities other than

the Client. Unless advising on such implications is expressly included in the Services,

Eastmond Paris Pty Ltd has no liability to the Client or any person or entity in respect of

those implications, and the Client indemnifies Eastmond Paris Pty Ltd against any claim

by any such persons or entities in this regard.

3.5. The Services are not legal Services and do not constitute legal advice. We recommend

you seek legal advice

3.6. The Services are not tax services and do not constitute tax advice. We recommend you

contact a suitably qualified Tax Accountant if you require tax advice.

3.7. The Services are not financial advice or produce financial advice. Eastmond Paris Pty

Ltd does not provide financial advice and recommends that you contact a suitably

qualified and licenced financial planner if you require financial advice.

3.8. Eastmond Paris Pty Ltd will not audit or independently verify the accounting records or

information that you have provided in connection with the Services. Eastmond Paris

Pty Ltd’s work will be based on documents and information provided to it, or obtained

by it in connections with the Services. Eastmond Paris Pty Ltd will not verify the

accuracy and completeness of such documentation or information.

  1. Client’s disclosure and record keeping obligations

4.1. The Client is required by law to keep full and accurate records relating to the Client’s tax

affairs

4.2. It is the Client’s obligation to provide Eastmond Paris Pty Ltd with all information that

the Client reasonably expects will be necessary to allow Eastmond Paris Pty Ltd to

perform the Services within a timely manner or as requested. This includes providing

accurate and complete responses to questions asked of the Client by Eastmond Paris

Pty Ltd within a reasonable timeframe. Inaccurate, incomplete or late information

could have a material effect on the Services and/or Eastmond Paris Pty Ltd’s conclusions

and may result in additional fees. Eastmond Paris Pty Ltd will not verify the underlying

accuracy or completeness of information provided to Eastmond Paris Pty Ltd by or on

behalf of the Client.

4.3. The client is also required to advise Eastmond Paris Pty Ltd on a timely basis if there are

any changes to the Client’s circumstances that may be relevant to the performance of

the Services. Specifically, if any subsequent event results in the information the Client

provided to Eastmond Paris Pty Ltd being inaccurate, incomplete or misleading, then

the Client is obliged to advise Eastmond Paris Pty Ltd as soon as possible. Eastmond

Paris Pty Ltd has no liability for Eastmond Paris Pty Ltd’s advice being inaccurate,

incomplete or misleading as a result of it being based on inaccurate, incomplete or

misleading information being provided to Eastmond Paris Pty Ltd or information not

being provided to Eastmond Paris Pty Ltd on a timely basis.

4.4. The Client agrees that the performance of the Services is dependent on the

performance of the Client’s obligations relating to disclosure and record keeping

4.5. The Client is also required to advise Eastmond Paris Pty Ltd if the Client becomes aware

of any conflict of interest or potential conflict of interest. Generally, a conflict of

interest is any event which may result in Eastmond Paris Pty Ltd becoming unable to

remain objective in the performance of it’s services to the Client. Some examples of

events which could give rise to a conflict of interest or potential conflict of interest

during this engagement are changes to the Client’s business circumstances, events

affecting the Client’s family (for example, death and/or marriage breakdown) or a legal

action commencing against the Client.

  1. Client’s obligation to comply with the law

5.1. Eastmond Paris Pty Ltd has a duty to act in the Client’s best interests. However, the

duty to act in the Client’s best interests is subject to an overriding obligation to comply

with the law even if that may require Eastmond Paris Pty Ltd to act in a manner that

may be contrary to the Client’s interests

5.2. Eastmond Paris Pty Ltd also has an obligation to ensure that Eastmond Paris Pty Ltd

manages conflicts of interest as they arise. In this regard, Eastmond Paris Pty Ltd has

arrangements in place to ensure that Eastmond Paris Pty Ltd manages potential or

actual conflicts of interest. The effective operation of these arrangements depends, in

part, on the Client complying with its obligation to disclose any potential conflict of

interests to Eastmond Paris Pty Ltd (see clause 4.6 above)

5.3. The Services will be based on law, including Australian Tax law, in force at the date of

provision of the Services. Eastmond Paris Pty Ltd notes that Australian Tax laws are

often subject to frequent change and Eastmond Paris Pty Ltd’s services will not be

updated unless specifically requested by the Client at the time of change in law or

announced change in law.

  1. Services Solely for Client Benefit

6.1. Unless expressly provided otherwise in the Engagement Letter, the Services are

provided solely for the Client’s benefit and use. Except as required by law, the Client

must not provide any documentation or deliverables in respect of the Services to any

third party (including, without limitation, the filing of information containing or

referring to any of Eastmond Paris Pty Ltd’s reports with regulators or the inclusion of

Eastmond Paris Pty Ltd’s reports in any public document) without Eastmond Paris Pty

Ltd’s prior written consent. Eastmond Paris Pty Ltd accepts no liability or responsibility

to any third party in respect of the Services.

  1. Confidentiality

7.1. Subject to clauses 8.2 and 8.3, neither Eastmond Paris Pty Ltd nor the Client may

disclose Confidential Information about or belonging to the other without the other’s

consent.

7.2. Eastmond Paris Pty Ltd may disclose Confidential Information to its officers, employees

and subcontractors in relation to the provision of Services, to assist in quality assurance

reviews or for business purposes and either party may disclose Confidential Information

to:

(a) Its insurers or professional advisors, provided that the Confidential Information

remains confidential

(b) If required to do so by law or by a regulatory authority, including under subpoena;

or

(c) If required for the proper performance of the Services

7.3 Eastmond Paris Pty Ltd may cite the performance of the Services to third parties to

promote the business carried on by Eastmond Paris Pty Ltd

  1. Privacy of Personal Information

8.1. In performing the Services, Eastmond Paris Pty Ltd agrees to comply with all applicable

requirements of the Privacy Act and any other applicable legislation or privacy

guidelines

8.2. If the performance of the Services requires a third party to the Agreement to supply

personal information to Eastmond Paris Pty Ltd on the Client’s request, the Client must

ensure that the third party has satisfied the requirements of the Privacy Act and the

disclosure of such personal information to Eastmond Paris Pty Ltd is lawful

8.3. If the Services require Eastmond Paris Pty Ltd to collect personal information from a

third party, the Client must ensure that such collection of personal information

complies with the Privacy Act, and do and be responsible for all things necessary

(including obtaining appropriate consents) for Eastmond Paris Pty Ltd to collect such

personal information

  1. Quality Control

9.1. Eastmond Paris Pty Ltd may be subject to quality control review programs conducted by

industry and professional bodies in Australia. The work Eastmond Paris Pty Ltd

performs for the Client may be selected by the examiners for review. The Client

acknowledges that, if requested, Eastmond Paris Pty Ltd’s files relating to the

Engagement will be made available to such examiners. If the Client objects to being

included in any of these review processes, the Client must advise Eastmond Paris Pty

Ltd in writing at the commencement of the Engagement and Eastmond Paris Pty Ltd will

use its best endeavours to exclude the Engagement from such review.

  1. Intellectual Property

10.1. Unless otherwise specified in the Engagement Letter, Intellectual Property Rights in

the Services shall remain the property of Eastmond Paris Pty Ltd

10.2. Title to all Intellectual Property Rights in relation to the Client’s data remains the

Client’s property. The Client grants Eastmond Paris Pty Ltd a license to use, copy,

transmit, store and backup the Client’s information and other data for the purposes of

enabling the Client to access and use the Services and for any other purposes related to

provision of services to the Client. The Client’s access to data is contingent on full

payment of the Fees.

10.3. The Client must retain original copies of all data provided to and by Eastmond Paris

Pty Ltd. Eastmond Paris Pty Ltd does not give a warranty or undertaking that there will

be no loss of data. Eastmond Paris Pty Ltd has no liability for any loss of client data.

Eastmond Paris Pty Ltd does not offer back ups of data as a component of it’s Services –

only the Client is responsible for backup of the Data.

10.4. Subject to clause 7, Eastmond Paris Pty Ltd will not be restricted by the Agreement

from developing and using in the future any techniques, methodologies, ideas,

concepts, information and general knowhow developed in the course of providing the

Services

10.5. The Client must not use Eastmond Paris Pty Ltd’s logo on any websites or in any

public statement or document, (including any filing with a regulator) without obtaining

Eastmond Paris Pty Ltd’s prior written consent.

10.6. The working papers for the Engagement, including electronic documents and files,

are Eastmond Paris Pty Ltd’s property and constitute Confidential information of

Eastmond Paris Pty Ltd.

  1. Documents

11.1. At the end of the Engagement Eastmond Paris Pty Ltd will keep the Client’s file and

documents for the minimum period stipulated by any relevant legislation.

11.2. If the Client becomes aware that any document relating to the Engagement is, or is

reasonably likely to be, required as evidence in a legal proceeding, the Client must

immediately advise Eastmond Paris Pty Ltd.

11.3. If Eastmond Paris Pty Ltd is provided with custody of any documents by the Client or

on the Client’s behalf, including share registers or constitution documents, those

documents will be retained during the course of the Engagement (unless their earlier

return is requested), at the end of which they will be returned to the Client unless

separate arrangements have been made. Eastmond Paris Pty Ltd may retain copies of

all such documents.

11.4. Eastmond Paris Pty Ltd reserves the right to exercise a lien over any documents and

files belonging to the Client which may be in Eastmond Paris Pty Ltd’s possession.

11.5. All original documents obtained from the Client arising from the Engagement will

remain the Client’s property. However, Eastmond Paris Pty Ltd reserves the right to

make a reasonable number of copies of the original documents for Eastmond Paris Pty

Ltd’s records.

11.6. Eastmond Paris Pty Ltd may store your electronic communication in a cloud-based

storage platform, managed by a third-party provider. You consent to data being stored

in these on-line storage platforms. Eastmond Paris Pty Ltd will not be held responsible

or liable for any loss or damage arising from your information being stored in cloudbased

storage platforms.

  1. Electronic Communications

12.1. Eastmond Paris Pty Ltd may communicate with the Client electronically. The Client

consents to Eastmond Paris Pty Ltd sending electronic communications to the Client,

including email. Those parties included in email communications can include (but is not

limited to) all email addresses listed in the parties details section of the Engagement

Letter.

12.2. Electronically transmitted information cannot be guaranteed to be secure or virus or

error free and consequently such information could be intercepted, corrupted, lost,

destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to

use. Eastmond Paris Pty Ltd will not be liable to the Client in respect of any error,

omission or loss of confidentiality arising from or in connection with the electronic

communication of information to the Client.

12.3. Electronic signature – The Engagement Letter and/or any Agreement may be

executed or entered into electronically.

  1. Limitation of Liability

13.1. To the extent permitted by law, Eastmond Paris Pty Ltd has no liability for any

indirect, incidental or consequential expense, loss, damages or costs, loss of profits or

revenue, business interruption, loss of data, or failure to realise anticipated savings or

benefits whatsoever incurred by or awarded against the Client (whether or not

Eastmond Paris Pty Ltd has been advised of the possibility of such expense, loss,

damage or costs) arising in any way out of or in relation to the Services.

13.2. If the Client makes any claim against Eastmond Paris Pty Ltd for loss arising out of or

in connection with the Services or the Agreement, liability for the Client’s loss and any

amount the Client may recover will be apportioned having regard to the respective

responsibility for the loss.

13.3. To the extent permitted by law the Client is liable for and must indemnify and hold

harmless Eastmond Paris Pty Ltd and its directors, employees and subcontractors from

and against, any liabilities, losses, claims, costs, damages or expenses, or actions that

may be asserted by any third party, arising from the Client’s breach of the Agreement or

in connection with any third party claims arising out of or in relation to the provision of

the Services or any use by the Client of any deliverable under the Agreement, or the

Client’s breach of the Agreement, and must pay Eastmond Paris Pty Ltd on demand for

all costs and expenses (including legal fees on a solicitor/client basis) incurred by

Eastmond Paris Pty Ltd in connection with any such action or claim.

13.4. Eastmond Paris Pty Ltd has not made any, and to the extent permitted by law

Eastmond Paris Pty Ltd excludes, all warranties, conditions or guarantees of any nature

in respect of the Services or the satisfactory conclusion of the Services or with respect

to the economic, financial or other results which the Client may experience as a result

of the provision of the Services.

13.5. Where warranties, conditions or guarantees or any other rights are implied in the

Agreement or otherwise conferred by the Australian Consumer Law set out in Schedule

2 of the Competition and Consumer Act 2010 (Cth) or other laws, and it is not lawful or

possible to exclude them, then those warranties, conditions or guarantees or other

rights will (but only to the extent required by law) apply to the Agreement. To the

extent permitted by law, Eastmond Paris Pty Ltd limits its liability in respect of such

warranties, conditions and guarantees to the supply of the Services again or the

payment of the cost of having the Services supplied again.

13.6. The client agrees not to bring any claim (whether in contract, tort (including

negligence) or otherwise) arising out of or in connection with the Services against any of

Eastmond Paris Pty Ltd’s officers, employees or subcontractors personally. This will not

limit or exclude any liability Eastmond Paris Pty Ltd may have for their acts or omissions.

The clause is expressly for the benefit of Eastmond Paris Pty Ltd’s officers, employees

and subcontractors, and the Client agrees that each officer, employee and contractor is

entitled to relay on this clause as if they were parties to the Agreement.

  1. Expenses

14.1. If Eastmond Paris Pty Ltd receives any notice or demand issued by any third party,

including the Australian Securities and Investments Commission, the ATO, the

Australian Securities Exchange operated by ASX Limited and known as ASX, any

government statutory body or instrumentality or any court or tribunal in relation to or

in connection with the Services, the Client must pay Eastmond Paris Pty Ltd’s

reasonable professional costs and expenses (including solicitor/client expenses) in

complying with or challenging any such notice or demand to the extent that Eastmond

Paris Pty Ltd’s costs and expenses are not recovered or recoverable from the party

issuing the notice or demand. Eastmond Paris Pty Ltd will notify the Client as soon as

practicable (unless restricted by law) where Eastmond Paris Pty Ltd receives any such

notice or demand.

  1. Interest on unpaid costs

15.1. If the Client does not make any payment due to Eastmond Paris Pty Ltd under the

Agreement by the due date for payment, then Eastmond Paris Pty Ltd may charge the

Client interest on the unpaid amount at an amount equal to the Australian Financial

Markets Association bank bill swap (BBSW) rate quoted on Reuters page “BBSW” for

bank bills of a tenor 90 days plus 2% per annum. Such interest shall accrue on a daily

basis from the due date until actual payment of the overdue amount and will

compound monthly. The Client must pay the interest together with the overdue

amount.

  1. GST

16.1. Words or expressions used in this clause that are defined in the GST Law have the

same meaning given to them in that Act.

16.2. Unless otherwise stated, any amount specified in the Agreement as the

consideration payable for any taxable supply does not include any GST payable in

respect of that supply.

16.3. If a party makes a taxable supply under the Agreement (Supplier), then the recipient

of the taxable supply (Recipient) must also pay, in addition to the consideration for that

supply, the amount of GST payable in respect of the taxable supply at the time the

consideration for the taxable supply is payable.

16.4. Notwithstanding clause 16.3 the Recipient is not obliged under the Agreement to

pay the amount of any GST payable until the Supplier provides it with a valid tax invoice

for the taxable supply.

16.5. If an adjustment event arises in relation to a taxable supply made by a Supplier

under the Agreement, the amount paid or payable by the Recipient pursuant to clause

16.3 will be amended to reflect this and a payment will be made by the Recipient to the

Supplier or vice versa as the case may be.

16.6. If a third party makes a taxable supply and the Agreement requires a party to the

Agreement (the payer) to pay for, reimburse or contribute to any expense or liability

incurred by the other party to that third party for that taxable supply, the amount the

payer must pay will be the amount of the expense or liability plus the amount of any

GST payable in respect thereof but reduced by the amount of any input tax credit to

which the other party is entitled in respect of the expense or liability.

  1. Subcontractors

17.1. Eastmond Paris Pty Ltd reserves the right to engage subcontractors in the

performance of the Services. Subject to any contrary provision in the Engagement

Letter Eastmond Paris Pty Ltd will remain liable to the Client for any of the Services that

are provided by Eastmond Paris Pty Ltd’s subcontractors.

  1. Term and Termination

18.1. The Agreement will apply for the Term as specified in the Engagement Letter. Upon

expiration of the term, the Engagement scope will continue based upon the scope of

the original Engagement letter, however the Engagement Term will revert to a Monthly

Term (unless terminated in writing by either party).

18.2. A ‘Break Fee’ will be payable equivalent to two (2) months of the set monthly

instalment fees (per the Engagement Letter), if the Engagement is terminated prior to

expiration date as shown in the Engagement Letter

18.3. Eastmond Paris Pty Ltd may terminate the Agreement by notice in writing with

immediate effect if:

(a) The Client fails to provide Eastmond Paris Pty Ltd with clear or timely

instructions to enable Eastmond Paris Pty Ltd to provide the Services; or

(b) The Client fails to pay the monies payable to Eastmond Paris Pty Ltd under the

Agreement within 30 days of the due date

18.4. Either party may terminate the Agreement by not less than 14 days notice in writing

to the other party.

18.5. On termination or expiration of the Agreement, the Client must pay on demand all

Fees and expenses payable in respect of the Services provided up to the date of

termination or expiration. If the Agreement has been terminated for cause, the Client

must pay Eastmond Paris Pty Ltd’s reasonable costs and expenses incurred in

connection with the termination of the Agreement.

18.6. Termination or expiration of the Agreement will be without prejudice to any accrued

rights of each party.

  1. Fees

19.1. Eastmond Paris Pty Ltd may revise its fee scale from time to time. Rates quoted to

you remain in force until the next 31 December or 30 June (whichever is sooner).

Eastmond Paris Pty Ltd may increase its fees for any work performed after these dates.

Eastmond Paris Pty Ltd reserves the right to change its rates outside these dates and

will communicate any such change directly to you.

19.2. You agree to pay fees for the Services, which will be charged on an hourly basis or as

a fixed price (as outlined in the Engagement Letter or Proposal). Goods and Services

Tax (“GST”) at the prevailing rate will be added to and forms part of Eastmond Paris Pty

Ltd’s fees (where applicable). It is a fundamental term of the Engagement that we look

to you as the responsible party for the payment of our fees and expenses. This is

despite the fact that part of our fees and expenses may relate to Services provided to

other entities and/or individuals. Currently our hourly rates for Services performed,

where a fixed fee has not been agreed to, are as follows: $300 + GST for a

Partner/Director or similar, $200 + GST for an Accountant or similar, and $150 for an

Executive Assistant/Administrative Assistant or similar. You will be proportionately

charged for work involving shorter periods of less than an hour. Our charges are

structured in 30-minute units.

19.3. Your obligation to pay Eastmond Paris Pty Ltd the fees and expenses arises at the

commencement of the Engagement after which you will be issued an invoice(s). Fees

and expenses will be invoiced as stipulated in the Engagement Letter (or Proposal) and

are payable within 14 days of the invoice date. Eastmond Paris Pty Ltd issues invoices

on the 15th of each month. We will debit your monthly fee approximately 14 days

following the date of the invoice. Where an amount for GST is stated to be a

component of the fees and expenses, Eastmond Paris Pty Ltd’s invoice will be a

compliant “tax invoice” for GST purposes.

19.4. It is a requirement of our Agreement that Clients settle their accounts on a direct

debit or direct credit basis. Upon acceptance of our Engagement letter, you agree to

provide Eastmond Paris Pty Ltd with your nominated credit card or bank account

details. Eastmond Paris Pty Ltd cannot be held to our Agreement until we have

received payment details in order to direct debit or direct credit your account for our

fees. If any of your banking details change (whether you elect to pay by direct debit or

direct credit), you agree to notify us in writing within a reasonable time period (and in

any event no later than three business days after the change). If your direct

debit/credit bounces, we will automatically attempt to obtain the funds in the following

2-3 days and we reserve the right to attempt to obtain any outstanding funds via direct

debit or credit at any time in the future.

19.5. If you are paying fees by monthly instalment and terminate the Services prior to

completion of the time period covered by the instalments, You agree to pay Eastmond

Paris Pty Ltd an amount equal to the actual time spent in providing the Services

(charged at our normal hourly rates) less any instalments paid during the time period.

In the event that you have paid instalments which are greater than the value of actual

time spent, no refunds are payable from Eastmond Paris Pty Ltd to You.

19.6. Eastmond Paris Pty Ltd may charge an additional fee of up to 1.75% in addition to

the fee for Services (plus GST) if you pay by credit card.

19.7. Eastmond Paris Pty Ltd includes the use of various third party software providers to

provide quality Services to Clients, of which it is the software subscriber. The

subscription to this software is able to be transferred to the Client, upon their written

request, in the case of the termination of our Services. If Services are terminated prior

to expiration of the Term of the Engagement, as shown in the Engagement Letter, then

the full payment of all fees including Break Fees will be payable to Eastmond Paris Pty

Ltd prior to Eastmond Paris Pty Ltd transferring the subscription.

  1. General

20.1. (Relationship with other clients) Eastmond Paris Pty Ltd provides Services to other

clients, some of whom may be in competition with the Client or have interests which

conflict with the Client’s own. Eastmond Paris Pty Ltd will not be prevented or

restricted by virtue of Eastmond Paris Pty Ltd’s relationship with the Client under the

Agreement from providing Services to other Clients.

20.2. (Eastmond Paris Pty Ltd’s relationship with the Client) The Client acknowledges and

agrees that Eastmond Paris Pty Ltd’s relationship with the Client is that of an

independent contractor. Neither of Eastmond Paris Pty Ltd nor the Client may claim or

make any representation whatsoever to any third party that it is an agent of, or in

partnership with, the other party and each party acknowledges that it has no power or

authority to bind the other in respect of any matter whatsoever and it will not

represent to any person that it has such power or authority.

20.3. (Waiver) A failure or delay by a party in exercising a power or right given to it under

the Agreement does not operate as waiver of that power or right, nor does a single or

partial exercise of a power or right prevent any other or further exercise of it. A waiver

by a party of a power or right given to it under the Agreement does not affect any other

provision of the Agreement.

20.4. (Governing Law) The Agreement will be governed by and construed in accordance

with the laws from time to time in force in Queensland and the parties hereto

irrevocably submit to the exclusive jurisdiction of the Courts of that State and any

Courts competent to hear appeals therefrom. The parties irrevocably waive any right

they may have to object to any action being brought in an inconvenient forum or to

claim that those Courts do not have jurisdiction.

20.5. (Force majeure) Neither Eastmond Paris Pty Ltd or the Client will be liable to the

other for any delay or failure to fulfil their obligations (excluding payment obligations)

under the Agreement to the extent that any such delay or failure arises from causes

beyond their control, including but not limited to fire, flood, acts of God, acts or

regulations of any governmental authority, war, riot, terrorist activities, strikes,

lockouts, industrial disputes, including without limitation, incorrect email addresses,

internet failures, computer equipment failures, other equipment failures, or nonperformance

by third parties.

20.6. (Assignment) The Client may not transfer, charge or otherwise seek to deal with its

rights or obligations under the Agreement without the prior written consent of

Eastmond Paris Pty Ltd.

20.7. (Severance) If any provision of the Agreement is held to be invalid, in whole or in

part, such provision shall be deemed not to form part of and will be severed from, the

Agreement. The enforceability of the remainder of the Agreement will not be affected.

20.8. (Inconsistency) The terms of this document take precedence over the terms in the

Engagement Letter to the extent of any inconsistency.

20.9. (Entire Agreement) The Agreement forms the entire agreement between Eastmond

Paris Pty Ltd and the Client relating to the Services. It replaces and supersedes any

previous correspondence, understandings or other communications (written or oral)

  1. Definitions

In this document:

Agreement – means the agreement between Eastmond Paris Pty Ltd and the Client as set

out in these Terms and Conditions and the Engagement Letter, together with any changes to

the Agreement that are agreed in writing between the parties.

ATO – means the Australian Tax Office

Break Fee – means the amount of money stipulated in the Engagement Letter if the Client

chooses to terminate the Engagement before the end of the Term

Client – is defined in the Engagement Letter

Commencement Date – means the date of execution of the Engagement Letter by or on

behalf of the Client or the date on which the Services commenced, whichever is earlier.

Confidential Information – means all non-public information or documents which either

party receives or produces in connection with the Services and includes Eastmond Paris Pty

Ltd’s working papers, information and methodologies, but does not include any information

which is:

(a) Generally available to the public other than as a result of a breach of this clause;

(b) Known to either party prior to Eastmond Paris Pty Ltd commencing the Services;

(c) Received from a third party who owes no obligation of confidence in respect of the

information; or

(d) Developed by either party independently of the services to which the Agreement

relates.

Eastmond Paris Pty Ltd – means Eastmond Paris Pty Ltd (ACN 632931330)

Engagement Letter – means the engagement letter to which these Terms and Conditions are

referenced.

Fees – means the fees described in the Engagement Letter, as amended by any changes that

are agreed in writing between the parties.

GST Law – has the meaning given to that term in the A New Tax System (Goods and Services

Tax) Act 1999 (Cth) and includes any other Act or regulation relating to the imposition or

administration of GST.

Intellectual Property Rights – includes all rights throughout the world in relation to patents,

copyright (including moral rights), designs, registered or unregistered trademarks, trade

secrets, know-how, confidential information and all other intellectual property and any right

to register those rights, whether created before or after the date of the Agreement and in all

cases for the duration of those rights and any renewal.

Privacy Act – Privacy Act 1988 (Cth)

Services – is defined in the Engagement Letter.

Term – the length of time Eastmond Paris Pty Ltd will render the Services to the Client, as

described in the Engagement Letter

Terms and Conditions – means the terms and conditions set out in this document.