Terms & Conditions

General Consultancy Terms & Conditions – Intergenerational Solutions Pty Ltd (“The Consultant”)

Recitals

A. A letter agreement (“the Agreement”) is being separately signed by The Company and The Consultant and will incorporate by reference all of these General Consultancy Terms & Conditions.

B. The Company wishes to receive an intergenerational assessment and/or consulting, coaching, seminars, workshops and support (Consultancy Services).

C. The Consultant (Intergenerational Solutions Pty Ltd ABN 926 806 512 90) has the skills, background and experience in providing intergenerational solutions consulting, assessment and support.

D. The Company wishes to engage The Consultant as an independent contractor to provide the Consultancy Services to the Company as set out in their Agreement.

E. The Consultant is willing to provide the Consultancy Services and the Company is willing to appoint the Consultant to provide the Consultancy Services, all in accordance with the provisions of this agreement.

Operative Part

1 Interpretation

1.1 Definitions

These meanings apply unless the contrary intention appears:

(a) The Agreement means the Agreement referred to in recital A above and, for avoidance of doubt, includes all of these General Consultancy Terms and Conditions.

(b) Background IP means the Intellectual Property of a Party to the Agreement which was in existence prior to the commencement of this agreement or which is subsequently developed by that Party independently of and for purposes connected or unconnected with this agreement. In the context of The Consultant, Background IP includes its Confidential Information.

(c) Claims means all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise).

(d) Commencement Date means [date], [the date on which The Consultant is to start performing the services], [the date this Agreement is signed and from then on recurring annually until such time as either Party terminates] or [or such other date as the Parties may agree].

(e) Company means the company that is a Party to the Agreement mentioned in Recital A above.

(f) Completion Date means [date], [the date on which The Consultant is to complete performing the services] [such other date as the Parties may agree] or [until such time as either Party terminates this Agreement].

(g) Confidential Information includes all financial, technological and business information of whatever kind in relation to The Consultant’s Products and Services, or that of its associated entities and the Intergenerational Solutions business, which is not publicly available, including:

(i) all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data, marketing information such as customer lists, financial information and business plans;

(ii) the methodology, processes, equipment, techniques and key concepts developed by The Consultant that make up and/or are used by The Intergenerational Solutions Business and its product(s) and services; and

(iii) the length of time the Consultancy Services will take to perform and the human and other resources and facilities which are to be supplied by The Consultant;

(iii) the length of time the Consultancy Services will take to perform and the human and other resources and facilities which are to be supplied by The Consultant.

(iv) lists of names and addresses of The Consultant’s and its associated entities’ proposed clients and Consultants;

(v) trade secrets, know-how and intellectual property rights including without limitation the Business Name and any extension or variation of the Business Name; and

(vi) all statements whether oral or in writing made prior to, at or after the execution of the Agreement by The Consultant, its associated entities or persons and any agents of the Consultant and/or its associated entities or persons; and

(vii) any other information or knowledge of The Consultant and/or its associated entities disclosed to the Company during the course of gaining access to information relating to The Consultant’s Products or Services; and

(viii) all information or knowledge acquired by the Company as a result of The Consultant permitting the Company to have access to any Confidential Information;

(h) Consultant’s Personnel means any person or persons that the Consultant designates to perform the Consultancy Services on the Consultant’s behalf and Consultancy Services means the consultancy services to be provided by The Consultant under the Agreement.

(i) Consumer Guarantee means a guarantee applicable to the supply of goods or services which is incorporated into this agreement pursuant to part 3-2, division 1 of the Australian Consumer Law.

(j) Contract IP means Intellectual Property created by The Consultant in the course of performing its obligations under this agreement.

(k) Deliverable means any goods or services to be supplied by The Consultant pursuant to the Specification to the Agreement.

(l) Facilities means working space, computer equipment, access to the internet and the Company’s computer network, telecommunications system etc, and includes not only access to such resources but also use of them to the extent required by The Consultant in order to perform the Consultancy Services.

(m) Fees means the amount set out in the Specification annexed as Schedule 1 to the Agreement.

(n) Force Majeure Event means any occurrence or omission as a direct or indirect result of which the Party relying on it is prevented from or delayed in performing any of its obligations under this agreement and which is beyond the reasonable control of that Party and could not have been prevented or mitigated by reasonable diligence or precautionary measures, including forces of nature, natural disasters, acts of terrorism, riots, revolution, civil commotion, epidemic, industrial action and action or inaction by a government agency but does not include any act or omission of a subcontractor (except to the extent that act or omission is caused by a Force Majeure Event).

(o) GST Law means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(p) Intellectual Property includes but is not limited to any copyright, trademarks and patents owned by The Consultant and/or Joe Azzopardi in existence at the date of the Agreement along with all present and future patent rights, copyright, design rights, trade mark rights, technical information, financial models, PowerPoint presentations, confidential information, ideas, know-how, expertise, systems, techniques, procedures, programs, policies, manuals, Operations Manual and Franchise Documentation owned or jointly owned with others by the Consultant and relating to the Products and Services offered by the Consultant (whether listed on the Company’s official website or otherwise.

(q) Losses means all losses including financial losses, damages, legal costs and other expenses of any nature whatsoever.

(r) Parties means The Consultant and the Company, and Party means either one of them.

(s) Personal Information has the meaning as defined in any applicable Privacy Law.

(t) Privacy Law means any legislation or administrative requirement (as amended from time to time) imposing an obligation in relation to the collection, use, disclosure, storage and transmission of Personal Information which is applicable to a party in the performance of its obligations under this agreement, including without limitation any codes, principles or guidelines contained in or arising out of such legislation.

(u) Related Body Corporate has the meaning given in section 50 of the Corporations Act 2001 (Cth) (Corporations Act).

(v) Specification means the details of the Consultancy Services as set out in the specification in schedule 1 to the Agreement.

(w) Termination Date means the earlier of:

(i) the date of termination of this agreement by the Company or The Consultant; and

(ii) the date of expiry of this agreement.

1.2 Interpretation

In this Agreement unless the context otherwise requires:

(a) words importing any gender include every gender;

(b) words importing the singular number include the plural number and vice versa;

(d) references to numbered clauses, paragraphs and schedules are references to the relevant clause or paragraph in or schedule to this agreement;

(e) reference in any schedule to this agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;

(f) any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;

(g) the headings to the clauses and schedules of this agreement are not to affect the interpretation;

(h) any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment; and

(i) the word “including” (and related forms including “includes”) means “including without limitation”.

2 Consultancy Services

2.1 Consultancy Services

(a) The Consultant will provide the Consultancy Services to the Company under these General Consultancy Terms and Conditions which shall be incorporated by reference fully into the Agreement, in consideration for the Company paying the Fees to the Consultant outlined in the Agreement. If there is no signed written Agreement, the Fees invoiced by the Consultant shall be paid in accordance with these General Consultancy Terms and Conditions and any written correspondence between the parties.

(b) The Consultant and the Company will agree on the time and place for the performance of the Consultancy Services subject to the availability of the Consultant’s staff and agents.

(c) The Consultant will use reasonable endeavours to complete the Consultancy Services including the provision of data, materials or reports by the dates agreed by the Parties.

(d) The Consultancy Services will be performed by the employees or agents that the Consultant may choose as most appropriate to carry out the Consultancy Services as agreed, from time to time by the Parties.

(e) The Consultancy Services to be performed are as agreed by the Parties within the time estimates for the provision of the particular Consultancy Services, and the Fees as set out in the Specification unless otherwise agreed between the Parties.

3 Location

3.1 The Consultant will provide the Consultancy Services in places and locations as set out in the Specification or as agreed by the Parties from time to time.

4 Fees

4.1 In consideration of the provision of the Consultancy Services in accordance with the Agreement:

(a) the Company will pay the Consultant the Fees payable for each stage in advance of The Consultant performing the Consultancy Services.

(b) Where the Consultant’s charges are based on an hourly rate, any time spent which is less than an hour is charged on a pro-rated basis. The Consultant is entitled to vary the hourly rates during the term of this agreement with written notice to the Company of thirty (30) days prior to the change being implemented.

(c) The Company acknowledges that the Fees in the Specification are stated exclusive of any GST that may be charged by the Consultant to the Company, and therefore, the Consultant will be entitled to add on GST in any invoice, upon presentation of a valid Tax Invoice to the Company.

4.2 Invoicing

(a) The Consultant will provide the Company with a Tax Invoice in accordance with the GST Law in relation to Fees payable under this clause 4 and the Company will supply all reasonable information on a timely basis to facilitate this, including their name, address, relevant contact person’s name, email and telephone number for billing purposes and the Company’s ABN details. The Consultant confirms that it is GST registered.

(b) Payment will be made by the Company to the Consultant within fourteen (14) days after receiving the Consultant’s invoice. The Company acknowledges that The Consultant will not commence work on delivering the Consultancy Services until the relevant invoice has been paid.

(c) When making a payment, the Company must quote the relevant reference numbers and the Tax Invoice number and provide bank confirmation of payment to the Consultant’s nominated email address.

(d) The Tax Invoice referred to in clause 4.2(a) must include the following details before payment can be approved and forwarded:

(i) the date of Consultancy Services and the date of the Agreement under which they are to be provided;

(ii) description of Consultancy Services to be provided; and

(iii) the ABN of the Consultant.

4.3 Costs and disbursements

The Consultant is permitted to charge for all costs and expenses incurred in performing the Consultancy Services, including travelling, photocopying, courier services, postage and printing.

4.4 Failure to pay

If the Company does not make a payment by the date stated in an invoice or as otherwise provided for in the Agreement, The Consultant is entitled to do any or all of the following:

(a) charge interest on the outstanding amount at the rate of 5% per year above the base lending rate of Reserve Bank of Australia, accruing daily;

(b) require the Company to pay, in advance, for any Consultancy Services (or any part of the Consultancy Services) which have not yet been performed under the Agreement; and

(c) not perform any further Consultancy Services (or any part of the Consultancy Services) specified in the Agreement until payments outstanding under the Agreement have been paid to The Consultant in full.

4.5 Disputed invoices

If the Company disputes the whole or any portion of the amount claimed in a Tax Invoice submitted by the Consultant, the Company must:

(a) pay the portion of the amount stated in the invoice which is not in dispute in accordance with the terms of payment set out in this agreement; and

(b) notify the Consultant in writing (within five (5) business days of receipt of the invoice) of the reasons for disputing the remainder of the invoice.

4.6 Consultant availability & leave

The Consultant will make reasonable efforts to provide services within the agreed timeframes. However, the Consultant reserves the right to take planned leave or be unavailable due to unforeseen circumstances. Clients will be notified in advance of any extended unavailability, and reasonable accommodations will be made to reschedule services. On-demand support remains subject to fair-use limitations and consultant availability.

5 Company’s obligations

(a) During the preparation of the Agreement, the Schedule 1 Specification or any proposed variations, modifications or amendments to the Specification and/or ongoing performance of the Consultancy Services the Company will:

(i) cooperate with the Consultant as The Consultant reasonably requires;

(ii) provide the information and documentation that the Consultant reasonably requires in a timely manner;

(iii) make available to The Consultant such Facilities as the Consultant reasonably requires; and

(iv) ensure that the Company’s staff and agents cooperate with and assist the Consultant.

(b) The Company will not charge for The Consultant’s use of the Facilities made available by the Company.

(c) If the Company does not provide the Facilities that The Consultant reasonably requires (and within the time period) to perform the Consultancy Services, then any additional costs and expenses which are reasonably incurred by The Consultant will be paid by the Company on a time and materials/cost recovery basis.

6 No partnership or employment relationship

(a) Nothing in this agreement constitutes the relationship of employer and employee between the Company and The Consultant or between the Company and The Consultant’s Personnel.

(b) It is the express intention of the Parties that any such relationships are denied.

7 Use of subcontractors

(a) The Consultant is permitted to use other persons to provide some or all of the Consultancy Services.

(b) The Consultant is responsible for the work of any of the Consultant’s subcontractors.

(c) Subject to clause 7(d), any work undertaken by any of The Consultant’s subcontractors will be undertaken to the same standard as stated in the Agreement and its annexed Specification.

(d) To the extent that the terms of any subcontract stipulate a higher standard for any of the Consultancy Services than the standards set out in this agreement (including as to timing or quality), any Consultancy Services provided by the relevant subcontractor will be governed by the terms and conditions of that subcontractor’s subcontract.

8 Disclosure and ownership of Intellectual Property

(a) The Parties agree that, other than as expressly provided in this clause, nothing in the Agreement or in these General Consultancy Terms & Conditions transfers or grants to any Party to the Agreement or third party any right, title or interest in or to any Intellectual Property in any Background IP. The Consultant grants to the Company a worldwide, royalty free, perpetual, irrevocable, transferable, non-exclusive licence to use the Background IP to the extent necessary for the Company to derive full benefit from its acquisition of the Deliverables.

(b) The Company acknowledges that ownership of the Contract IP and the Consultant’s Intellectual Property remains fully vested in The Consultant. The Consultant grants to the Company an exclusive, perpetual, fully paid-up, irrevocable, worldwide licence to use the Contract IP for the sole purpose of enabling the Company to derive full benefit from its acquisition of the Deliverables.

(c) The Consultant acknowledges that upon full payment of Fees under the Agreement being made to The Consultant, the Company (or its associated entities or persons) owns the Deliverables created by The Consultant in connection with the Consultancy Services. Prior to full payment, they remain the property of The Consultant.

(d) The Consultant agrees to indemnify the Company fully against all liabilities, costs and expenses which the Company may incur if the Contract IP or the Consultant’s Background IP infringes the rights of a third party, save that the Consultant will have no indemnity obligation if any infringement, suspected infringement or alleged infringement of the Contract IP or The Consultant’s Background IP arises from:

(i) use of the Deliverables in combination by any means and in any form with other goods not specifically approved by The Consultant;

(ii) use of the Deliverables in a manner or for a purpose not reasonably contemplated or not authorised by The Consultant;

(iii) modification or alteration of the Deliverables without prior consent in writing of The Consultant; or

(iv) any transaction entered into by the Customer relating to the Deliverables without The Consultant’s prior consent in writing.

(e) For the purposes of clause 8(d) above, the Deliverables (including any intergenerational assessment and affiliated report thereon) are designed and authorised to be used solely for the following purposes:

• To provide aggregated, anonymised organisational insights into intergenerational dynamics across teams, departments, sites, or the organisation as a whole.

• To support strategic leadership discussions regarding culture, engagement, communication, collaboration, and intergenerational alignment.

• To inform organisational development initiatives, training programs, leadership development, mentoring frameworks, and cultural improvement strategies.

• To identify systemic patterns, themes, and perception trends that may warrant further inquiry, dialogue, or facilitated intervention.

• To guide executive-level decision-making at a structural, cultural, or systems level, rather than at an individual employee level.

• To serve as a diagnostic input within a broader organisational development process, including workshops, debrief sessions, coaching, and facilitated interpretation.

• To support continuous improvement initiatives aimed at strengthening retention, engagement, psychological safety, and cross-generational effectiveness.

Without being exhaustive, the following are examples of uses of the Deliverables NOT intended (including any Intergenerational Assessment):

• To assess, evaluate, or determine the performance, capability, competence, or suitability of any individual employee, leader, or contractor.

• To be used as evidence or justification for disciplinary action, performance management, termination, redundancy, promotion, remuneration decisions, or any other employment-related determination.

• To identify, single out, target, or stigmatise any individual, demographic group, or generation for corrective, punitive, or adverse action.

• To support or justify workforce restructuring, downsizing, redeployment, or removal of employees or cohorts.

• To be treated as a leadership performance scorecard or used to evaluate managerial effectiveness.

• To be used as a substitute for legal, HR, industrial relations, or organisational due-diligence processes.

• To be relied upon as a standalone decision-making tool without appropriate contextual interpretation and professional facilitation.

• To be used for public, comparative, or competitive ranking of teams, sites, departments, or business units without appropriate contextual controls.

• To be interpreted as causal proof of individual or group behaviour, intent, attitude, or motivation.

• To be used in any manner that compromises participant anonymity, confidentiality, or psychological safety.

• To be repurposed, adapted, or applied outside the scope for which the assessment was designed, validated, and agreed without the express written consent of the Consultant.

(f) The obligations accepted by the Consultant under this clause 8 survive termination or expiry of this agreement.

9 Confidentiality

(a) A Party which receives confidential information (Recipient) from the other Party (Discloser) must keep the Discloser’s confidential information confidential and not deal with it in any way that might prejudice its confidentiality. In the case of the Recipient Party being the Company, the confidential information means the Confidential Information as defined in these General Consultancy Terms and Conditions in clause 1.1 (g) above.

(b) The Recipient’s obligations in relation to the Confidential Information will continue for as long as the Confidential Information is maintained on a confidential basis by the Discloser.

(i) all Confidential Information must be returned to the Discloser, including all copies of the Confidential Information or any extracts or summaries of the Confidential Information that the Recipient makes and any software that the Recipient creates based on the Confidential Information; and

(ii) the Recipient must erase and destroy any copies of any software containing or comprising the Confidential Information in the Recipient’s possession or under the Recipient’s control or that may have been loaded onto a computer possessed or controlled by the Recipient.

(d) The Confidential Information does not include information which:

(i) is generally available in the public domain otherwise than as a result of a breach of clause 9(a) by the Recipient; or

(ii) was known by the Recipient prior to the Discloser disclosing the information to the Recipient.

(e) The Recipient agrees that the Discloser may require any of the Recipient’s Personnel to sign a confidentiality agreement in a form that the Discloser approves, as a condition of the Discloser’s acceptance of any of the Recipient’s Personnel.

(f) The Recipient agrees to indemnify the Discloser fully against all liabilities, costs and expenses which the Discloser may incur as a result of any breach of this clause 9 by the Recipient.

(g) The Recipient acknowledges that damages may be an inadequate remedy for breach of this clause 9 and that the Discloser may obtain injunctive relief against the Recipient for any breach of this clause 9.

(h) The obligations accepted by the Recipient under this clause 9 survive termination or expiry of this agreement.

10 Privacy

(a) The Company is responsible for obtaining all relevant consents from, and providing all relevant notices to, individuals whose Personal Information is provided by the Company to The Consultant in connection with the Agreement so as to ensure that the Consultant’s dealings with that information pursuant to the Agreement comply with the Consultant’s obligations under any Privacy Laws.

(b) The Company must indemnify The Consultant against and must pay The Consultant on demand the amount of, all Losses, liabilities, costs and expenses arising out of its failure to comply with clause 10(a).

(i) immediately notify The Consultant in writing if it becomes aware of any unauthorised access to, or unauthorised disclosure of, Personal Information under its control by virtue of this agreement, and provide advice as to whether it considers that such security breach may result in serious harm to any individual to whom the information relates;

(ii) comply with any directive from The Consultant as to which Party will discharge any statutory reporting obligation arising from the incident;

(iii) conduct or assist The Consultant in conducting a reasonable and expeditious assessment of the breach or suspected breach; and

(iv) ensure compliance with all mandatory data breach reporting obligations arising out of the breach or suspected breach.

11 Warranties, liability and indemnities

11.1 Warranties

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

(b) If The Consultant performs the Consultancy Services (or any part of the Consultancy Services) negligently or materially in breach of this agreement including any part of the Specification, then, if requested by the Company, the Consultant will re-perform the relevant part of the Consultancy Services, subject to clauses 11.6(a) and 11.6(b) below.

(c) The Company’s request referred to in clause 11.1(b) must be made within six (6) months of the date the Consultant completed performing the Consultancy Services or termination of this agreement.

11.2 Insurances

The Consultant must take out the following insurance:

(a) worker’s compensation insurance as prescribed by law for the Consultant’s Personnel; and

(b) public liability insurance.

11.3 Employees and subcontractors

(a) The Consultant covenants that the Consultant is solely responsible for the payment to The Consultant’s employees and agents of all amounts due by way of salary, superannuation, annual leave, long service leave and any other benefits to which they are entitled as The Consultant’s employees or agents.

(b) The Consultant must otherwise comply with legislation applicable to The Consultant’s employees and agents.

11.4 Compliance with all laws

Throughout this agreement The Consultant must comply at The Consultant’s own cost and expense with all acts, ordinances, rules, regulations, other delegated legislation, codes and the requirements of any Commonwealth, State and local government departments, bodies, and public authorities or other authority. This requirement applies to The Consultant or to the Consultancy Services. The Consultant must indemnify the Company from and against all actions, costs, charges, claims and demands in respect of such action, cost, charge, claim and demand.

11.5 No warranties in relation to completion

The Consultant provides no warranty that any result or objective can or will be achieved or attained at all or by given completion date or any other date, whether stated or implied in or by the Agreement, the Specification or elsewhere.

11.6 Limitation on liability

(a) Except in the case of death or personal injury caused by The Consultant’s negligence, the liability of The Consultant under or in connection with the Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise must not exceed the Fees paid by the Company to The Consultant under the Agreement. The provisions of clause 11.6(a) will not apply to clause 11.4.

(b) Neither Party is liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill. The provisions of this clause do not apply to clause 11.4. For the purposes of this subclause, “consequential loss or damage” means any Loss that does not arise naturally and according to the usual course of things as a result of a breach of the Agreement or other event giving rise to such Loss, whether or not such Loss may reasonably be supposed to have been in the contemplation of the Parties at the time they made the Agreement.

(c) The Consultant’s liability for failure to comply with a Consumer Guarantee is, to the extent permitted by law, limited to:

(i) in the case of goods supplied to the Company, the replacement of the goods or the supply of equivalent goods (or the payment of the cost to the Company of the replacement or supply), or the repair of the goods (or the payment of the cost to the Company of the repair); and

(ii) in the case of services supplied to the Company, the supply of the services again or the payment of the cost to the Company of having the services supplied again.

11.7 No reliance

Each of the Parties acknowledges that, in entering into the Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in the Agreement. Any conditions, warranties or other terms implied by statute or common law are excluded from the Agreement to the fullest extent permitted by law.

11.8 Survival of obligations

The obligations accepted by The Consultant and the Company under this clause 11 survive termination or expiry of this agreement.

12 Termination

(a) Either Party may terminate this agreement by notice in writing to the other if the Party notified:

(i) fails to observe any term of the Agreement; and

(ii) fails to rectify this breach, to the satisfaction of the notifying Party, following the expiration of seven (7) days’ notice of the breach being given in writing by the notifying Party to the other Party.

(b) Either Party may terminate this agreement immediately upon the happening of any of the following events:

(i) if the other Party commits a material breach of the Agreement which is incapable of rectification;

(ii) if the Company enters into a deed of arrangement or an order is made for it to be wound up;

(iii) if an administrator, receiver or receiver/manager or a liquidator is appointed to the Company pursuant to the Corporations Act; or

(iv) if the Company would be presumed to be insolvent by a court in any of the circumstances referred to in the Corporations Act.

(c) Upon termination of the Agreement any fees, expenses or reimbursements payable by the Company to The Consultant in respect of any period prior to the Termination Date must be paid by the Company within seven (7) days after the Termination Date.

13 General

13.1 Force Majeure

(a) Neither Party has any liability under or may be deemed to be in breach of the Agreement for any delays or failures in performance of the Agreement which result from a Force Majeure Event.

(b) The Party affected by these circumstances must promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.

(c) If such circumstances continue for a continuous period of more than three (3) months, either Party may terminate the Agreement by written notice to the other Party.

13.2 Amendment

The Agreement may only be amended in writing signed by duly authorised representatives of the Parties.

13.3 Assignment

(a) Subject to clause 13.3(b), neither Party may assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all of its rights and obligations under the Agreement without the prior written agreement of the other Party.

(b) A Party may assign and transfer all its rights and obligations under the Agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under the Agreement.

13.4 Entire agreement

(a) The Agreement (including these General Consultancy Terms and Conditions incorporated by reference as a schedule to the Agreement) contains the whole agreement between the Parties in respect of the subject matter of the agreement.

(b) The Parties confirm that they have not entered into the Agreement on the basis of any representation that is not expressly incorporated into the Agreement.

13.5 Waiver

(a) No failure or delay by The Consultant in exercising any right, power or privilege under the Agreement will impair the same or operate as a waiver of the same nor may any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege.

(b) The rights and remedies provided in the Agreement are cumulative and not exclusive of any rights and remedies provided by law.

13.6 Agency, partnership etc

(a) The Agreement will 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 the Agreement.

(b) Neither Party will have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.

13.7 Further assurance

Each Party to the Agreement must, at the request and expense of the other, do all things reasonably necessary to carry out the provisions of the Agreement or to make it easier to enforce.

13.8 Severance

If any provision of the Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from the Agreement and rendered ineffective as far as possible without modifying the remaining provisions of the Agreement, and will not in any way affect any other circumstances of or the validity or enforcement of the Agreement.

13.9 Announcements

(a) Subject to clause 13.9(b), no Party may issue or make any public announcement or disclose any information regarding the Agreement unless prior to such public announcement or disclosure it furnishes the other Party with a copy of such announcement or information and obtains the written approval of the other Party to its terms.

(b) No Party will be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.

13.10 Notices

A notice or other communication to a Party connected with the Agreement has no legal effect unless it is in writing. In addition to any other method of service provided by law, the notice may be sent by pre-paid post to the address of the addressee as set out in the Agreement, or sent by email to the last known email address of the addressee.

13.11 Work, health and safety

The Consultant must comply with all relevant work, health, safety and welfare standards and regulations determined by the Company or as prescribed by legislation.

13.12 Law and jurisdiction

This agreement takes effect, is governed by, and will be construed in accordance with the laws from time to time in force in Queensland, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of Queensland.