SECMATTERS TERMS AND CONDITIONS FOR PROFESSIONAL SERVICES

1. SCOPE

1.1

These SecMatters Terms and Conditions for Professional Services (Terms) apply to each Statement of Work entered into between SecMatters and the Client.

1.2 Each time the parties execute a Statement of Work, an agreement is formed (Agreement) comprising these Terms and the Statement of Work, to the exclusion of all other terms and conditions. The Statement of Work will prevail over these Terms, to the extent of any inconsistency between the Statement of Work and these Terms. No terms or conditions tendered by the Client will apply, unless expressly accepted in writing by SecMatters.

1.3 SecMatters agrees to provide the Services to the Client in accordance with the terms of the Agreement.

1.4 The Agreement commences on the Effective Date and continues in effect until the earlier of: (a) the date on which the Services are fully performed by SecMatters and all Fees for such Services have been paid by the Client; and (b) the date on which the Agreement is terminated in accordance with its terms.

1.5 SecMatters agrees that it will keep the Client reasonably informed as to SecMatters's progress in performing the Services. Unless otherwise agreed in writing by SecMatters, any dates for delivery or completion of the Services are indicative only and SecMatters will not be liable for any delays in delivery or completion of the Services.

1.6

The Client agrees to provide such cooperation and assistance as reasonably required by SecMatters to provide the Services, including by promptly adhering to and performing the tasks allocated to the Client (if any) in the Statement of Work and by providing all information reasonably requested by SecMatters. The Client acknowledges and agrees that the provision of the Services by SecMatters may be dependent on compliance by the Client with this clause.

2. RELATIONSHIP OF THE PARTIES

1.7 The relationship between the parties intended by the Agreement will be only that of SecMatters as independent contractor to the Client. Nothing in the Agreement will be construed as creating a relationship between the parties as that of employment, agency, joint venture or partnership.

1.8 Subject to any requirement at law to the contrary, each party has no responsibility for payment of any superannuation, sick leave, annual leave or other employee benefits in respect of the other party’s Personnel.

1.9 For the avoidance of doubt the Client is responsible for: (a) ensuring its business and operations comply with all applicable laws and regulations; and (b) evaluating the recommendations and information provided by SecMatters and making its own decisions regarding the appropriateness of the Services and Deliverables for the Client’s business and use.

1.10 The Client acknowledges and agrees that SecMatters is entitled to act and rely on any instructions given to SecMatters by the Client's Personnel in relation to the Services or the Agreement. The Client agrees that unless otherwise expressly agreed in writing, SecMatters is under no obligation to verify that any instructions received are within the authority of the relevant Personnel of the Client.

3. FEES AND PAYMENT TERMS

1.11 The Client will pay SecMatters the Fees for performance of the Services by SecMatters, in accordance with any milestones specified in the Statement of Work. The Client will pay the expenses of SecMatters specified in the Statement of Work.

1.12 Payment will be made by the Client to SecMatters within 14 days of the date on which the Client receives from SecMatters a properly rendered tax invoice for the relevant Services and expenses. The Client agrees that, in respect of any overdue amounts, the Client must pay interest at the Interest Rate calculated daily from the due date for that amount until it is paid in full.

1.13 For the avoidance of doubt, SecMatters may issue its final invoice for the Services once the Services have been completed and delivered to the Client, irrespective of any delays in the Client's internal approval processes. Legal/87098614_4

4. GST

4.1 Where SecMatters makes a Taxable Supply under or in connection with the Agreement, SecMatters is entitled, in addition to any other consideration recoverable in respect of the Taxable Supply, to recover from the Client the amount of any GST on the Taxable Supply.

4.2 If the amount paid by the Client to the SecMatters in respect of GST differs from the GST on the Taxable Supply, an adjustment must be made. If the amount paid by the Client exceeds the GST on the Taxable Supply, SecMatters must refund the excess to the Client. If the amount paid by the Client is less than the GST on the Taxable Supply, the Client must pay the deficiency to SecMatters.

4.3 The Client is not obliged to pay any amount in respect of GST to SecMatters unless and until a valid tax invoice has been issued by SecMatters in respect of that GST.

4.4 In this clause 4, the terms Taxable Supply, GST, Adjustment Event and tax invoice have the meaning provided in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

5. PROPERTY RIGHTS

1.14

Nothing in the Agreement operates to transfer ownership of any Intellectual Property between the parties. To the extent that any of SecMatters's Intellectual Property forms part of any Services or Deliverables, SecMatters grants to the Client, upon final payment of the Fees, a non-exclusive, non-transferable licence to use, copy and modify the Deliverable solely for the internal business purposes of the Client.

1.15 SecMatters warrants that the Deliverables will not infringe any third-party copyright, and to the best of its knowledge the Deliverables will not infringe any other third-party Intellectual Property.

1.16 In the event of any breach of the warranty set out at clause 5.2, SecMatters will, as its sole obligation and liability in respect of such breach, at SecMatters’s option either: (a) provide the Client with a further version of the relevant Deliverable that does not infringe such third-party rights; (b) refund to the Client the Fees paid for that Deliverable; or (c) at SecMatters's cost, procure for the Client the right to use the relevant Deliverable.

1.17 The warranty in clause 5.2 shall not apply: (a) if the breach of third-party rights was caused or contributed to by the Client; (b) if the Deliverables were modified by the Client, to the extent that the modification causes the breach; (c) if the Deliverables were used otherwise than as expressly permitted in the Agreement; or (d) 12 months after the termination or expiration of the Agreement.

1.18

The Client grants to SecMatters a non-exclusive, perpetual, irrevocable, payment-free, worldwide licence to use any materials provided to SecMatters by the Client for the purpose of providing the Services. The Client warrants that any such materials will not infringe any third-party copyright, and to the best of its knowledge will not infringe any other third-party Intellectual Property or other rights.

1.19 The Client warrants that the Client will not provide to SecMatters any materials or documents of a third party that are not generally available to the public, unless: (a) the Client has the right to grant the licence referred to in clause 5.5 or has obtained prior written authorisation from such party for the unconditional possession, use, modification and distribution of such materials; or (b) all Intellectual Property in such materials is assigned to SecMatters.

1.20

The Client grants to SecMatters a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to use the Client's name and trade marks to publicise or promote SecMatters's services by identifying the Client as a client of SecMatters.

6. CONFIDENTIALITY

6.1

Each party (the Recipient Party) must keep secret and confidential all Confidential Information of the other party (the Disclosing Party) and must not use or disclose any of the Disclosing Party’s Confidential Information without the prior written consent of the Disclosing Party, except to the extent that it is necessary to do so for the purposes of achieving an objective of the Agreement.

6.2

Each party must take all reasonable steps to ensure that each of its Personnel to whom any of the other party’s Confidential Information is disclosed must not use or disclose that Confidential Information or any part of it except in a manner consistent with these confidentiality obligations.

6.3

Despite anything else in this Agreement, the Recipient Party may, without breaching this Agreement, use or disclose Confidential Information that the Recipient Party is required to use or disclose by any applicable law or legally-binding order.

6.4

Subject to clause 6.5, each party must on demand by the other party return any tangible materials containing the other party’s Confidential Information.

6.5

Each party may retain the other party’s Confidential Information on a confidential basis for record keeping and quality assurance purposes, provided it does so in accordance with the requirements of clauses 6.1 and 6.2.

7. LIABILITY

7.1 The liability of each party under or in connection with the Agreement shall not exceed in the aggregate the amounts received by SecMatters under the Agreement in the six (6) months immediately preceding the date on which the liability arose. This limitation shall apply to all claims of any nature including those based on negligence. This limitation will not apply to liability for the Client to pay Fees due under the Agreement.

7.2 Neither party shall have any liability to the other party under or in connection with the Agreement for indirect or consequential loss or damage.

7.3 Subject to clause 7.4 and to the extent permitted by law, the Client warrants that it has not relied on any representation made by SecMatters which has not been stated expressly in the Agreement.

7.4 The Client acknowledges that to the extent SecMatters or its representatives has made any representation which is not otherwise expressly stated in the Agreement, the Client has been provided with an opportunity to independently verify the accuracy of that representation.

7.5

Forecasts and projections provided to the Client by SecMatters are for informational purposes only and the Client acknowledges that SecMatters makes no representations and gives no warranty of any kind in respect of them.

7.6

The parties agree that SecMatters has not made or given any representation, warranty, condition or undertaking of any kind.

7.7 Nothing in this clause 7 is to be read as excluding, restricting or modifying the application of any legislation which by law cannot be excluded, restricted or modified.

7.8 The liability of SecMatters for any liability that cannot be excluded under the Competition and Consumer Act 2010 (Cth) is, to the fullest extent permitted by law, to be limited at the option of SecMatters.

7.9 Each party will indemnify and hold harmless the other party from any loss or liability arising from any proceedings against those indemnified.

8. SUBCONTRACTING

1.23 SecMatters will not without the prior written consent of the Client subcontract any of the Services to third parties.

9. ASSIGNMENT

Neither party may assign or transfer the Agreement without the prior written consent of the other party.

10. FORCE MAJEURE

1.24 A party (Affected Party) will not be liable for any delay or failure to perform its obligations if such failure or delay is due to Force Majeure.

1.25 The Affected Party will notify the other party as soon as practical of any anticipated delay due to Force Majeure.

1.26 If a delay due to Force Majeure exceeds 60 consecutive days, either party may terminate the Agreement immediately by written notice.

11. TERMINATION

1.27 Either party may terminate the Agreement immediately by notice in writing to the other party: (i) if the other party is in breach of any clause of the Agreement.

1.28 If the Agreement expires or is terminated: (k) SecMatters may recover, and the Client must immediately pay, all Fees for Services and Deliverables.

1.29 If the Agreement is terminated by SecMatters, SecMatters may elect to terminate any other agreement or Statement of Work with the Client.

12. NON-SOLICITATION

Each party must not, during the term of the Agreement and for 12 months after the expiry or termination of the Agreement, directly or indirectly solicit the services of, or offer employment to, any employee or former employee of the other party without the other party's prior written consent.

13. SURVIVAL

The following clauses will survive the termination or expiration of the Agreement.

14. PRIVACY

1.30 Each party will comply with its obligations under the Privacy Act in respect of any Personal Information handled by that party.

1.31 Each party will cooperate with the other party as reasonably required to assist that other party meet its obligations under the Privacy Act.

15. MODERN SLAVERY

1.35 SecMatters warrants that as at the date of the Agreement, SecMatters has no knowledge of any Modern Slavery practices.

16. GENERAL

1.38 A notice under the Agreement must be in writing, legible and in English, and is taken to be received at the time specified in it.

1.40 The Agreement is made in and will be governed by the laws of South Australia.

17. DEFINITIONS AND INTERPRETATION

1.48 In the Agreement unless expressly provided to the contrary. (r) Agreement has the meaning provided in clause 1.2. (s) Confidential Information means information of whatever nature concerning the operations, dealings, organisation, personnel, business strategies of a party disclosed pursuant to the Agreement.