Business Planning HQTerms and Conditions

These terms and conditions (the “Terms”) set out the basis on which Mission HQ Pty. Ltd. (ACN100 075 876), Trading as Business Planning HQ (“Business Planning HQ”) will provide the Services to Client.

1 BUSINESS PLANNING PAYMENT TERMS

1.1 Payment is to be made to secure appointment time.

1.2 A rescheduling fee of $77 is charged for changing an appointment time with less than 48 hours notice.

1.3 The financial model will be approved before the business plan is drafted.

1.4 The client must approve the financial model within 24 hours of the appointment for the 7-day delivery guarantee to apply.

1.5 Any client changes to the business plan must be notified within 48 hours of delivery of the document or the changes will be consider a change request rather than a draft revision. Any changes advised outside of 48 hours will be chargeable time and a quote will be provided for the work.

1.6 Any alterations to the financial model after approval will be considered additional work.

1.7 After delivery of the business plan, changes can be requested within 48 hours. Any changes within the scope of the sample document will be made at no charge. Note that the final document may contain spelling and grammatical errors that can be corrected in delivered word document.

1.8 Requests made that are outside of the scope of the sample business plan will be considered additional work.

1.9 Additional work is charged at $225 per hour and is to be paid before final delivery.

1.10 Fees and Expenses quoted are expressed exclusive of GST.

2 THE 7 DAY DELIVERY GUARANTEE

2.1 Delivery will be within 7 days from the later of payment in full or final business planning workshop, otherwise payment will be refunded in full subject compliance with requirements outlined in this contract.

2.2 Delivery refers to the first draft of the business plan.

2.3 The client must notify Business Planning HQ of an intent to claim within 14 days of the final workshop via email.

3 CLIENT OBLIGATIONS

3.1 Reasonable assistance

3.1.1 Client shall make available to Business Planning HQ all information, documents, resources and facilities reasonably requested by Business Planning HQ to enable Business Planning HQ to provide the Services efficiently.

3.2 Termination

3.2.1 Either party may terminate this Agreement entirely or in respect of a portion of the Services not already performed immediately upon written notice if: (i) the other party commits a material breach of this Agreement which is incapable of being remedied; or

3.3 Limitations of Liability

3.3.1 All warranties and conditions implied into this Agreement by law are expressly excluded, except to the extent that to do so would contravene a law or cause any part of this clause to be void, in which case the liability of Business Planning HQ shall be limited, at Business Planning HQ’ option, to either supplying the Services again or the cost of having the Services supplied again.

3.3.2 To the extent permitted by law and subject to this Agreement, Business Planning HQ shall not be liable (under statute, in contract, tort or otherwise) to Client in respect of any loss, damage, injury or death howsoever caused, which may be suffered or incurred or which may arise directly or indirectly in connection with the supply of goods or services pursuant to this Agreement or to an act, failure or oBusiness Planning of Business Planning HQ, except to the extent such loss, damage injury or death is caused by the wilful misconduct or gross negligence of Business Planning HQ in which case the total cumulative liability of Business Planning HQ shall be limited to a maximum liability equal to the Fees paid for the Services to which the claim relates for the preceding 12 months.

3.3.3 In no event will Business Planning HQ be liable for any special, indirect, incidental or consequential loss or damages, loss of opportunity, lost revenue, lost profits, business interruption, loss of privacy or loss of data arising out of or in any way related to or connected with the provision of the Services.

3.4 Services based on information provided

3.4.1 The Client acknowledges that the Services are based on the information provided to Business Planning HQ by the Client. Business Planning HQ relies on and assumes the accuracy of the information provided by the Client.

4 WARRANTIES AND INDEMNITIES

4.1 Client agrees that it is solely responsible for ensuring and warrants that it has all necessary rights to Client IPR and that the provision of Client IPR to Business Planning HQ and Business Planning HQ’ use thereof in the provision of the Services will not infringe any third party’s IPR. Client agrees to indemnify and hold Business Planning HQ and its related entities and their officers, servants, contractors, agents, successors and assigns (collectively, the “Released Parties”) harmless against any claims, actions, suits, demands, proceedings, losses, damages, charges, settlements, costs, expenses, judgements and any other liability (including reasonable legal costs and expenses) (collectively the “Claims”) arising from or in connection with the use of Client IPR in the provision of the Services.

4.2 Client releases and indemnifies and agrees to keep indemnified the Released Parties to the full extent permitted by law, from and against any claim which any of the Released Parties incurs directly or indirectly in connection with or arising from the performance by Business Planning HQ of its obligations under this Agreement. This indemnity will not apply to the extent a Claim results from Business Planning HQ’ wilful misconduct or gross negligence.

5 CONFIDENTIALITY/PUBLICITY

5.1 Confidentiality

5.1.1 Neither party may, without the prior written approval of the other party, use the other party’s Confidential Information for any purpose other than the performance of its obligations or exercise of its rights under this Agreement, or disclose to any person any information about the terms of this Agreement or the other party’s Confidential Information unless the disclosure is necessary for that purpose. Those obligations do not apply to information which:

5.1.1.1 is, on the date of this Agreement, or becomes public knowledge other than by breach of the obligations imposed by this clause (provided that in doing so the recipient shall not disclose any such information which is not public knowledge;

5.1.1.2 is lawfully in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party;

5.1.1.3 is legally required to be disclosed; or

5.1.1.4 the receiving party can show has been independently developed or acquired by the receiving party (other than as a result of a breach of this Agreement , any other agreement or any duty of confidentiality between the parties).

5.2 Public Announcements

5.2.1 Except as expressly stated in this Agreement, Client shall not use any trade name, trade mark, service mark, logo or commercial symbol, or any other proprietary rights of Business Planning HQ or any of its related bodies corporate or their affiliates in any manner without the prior written consent of Business Planning HQ.

6 INTELLECTUAL PROPERTY RIGHTS

6.1 Business Planning HQ owns and shall continue to own all Business Planning HQ IPR.

6.2 Client grants Business Planning HQ a royalty free, non-exclusive right to use Client IPR for the purpose of providing the Services.

6.3 Client owns and will continue to own all Client IPR and, subject to payment of the Fees and Expenses, all Deliverables IPR created for Client by Business Planning HQ.

6.4 To the extent that any Business Planning HQ IPR is embodied in any Deliverable, Business Planning HQ grants Client a personal, non-exclusive, royalty free right to use that Business Planning HQ IPR to the extent necessary to obtain the full benefit of the Services.

7 DISPUTES

7.1 All disputes must be raised within 14 days of the final workshop via email.

7.2 During or after the termination of this Agreement the parties shall, before proceeding to arbitration in accordance with clause 7.3, provide a written notice setting out all relevant facts and claims and requiring a response within 21 days of the notice. Should the dispute not be resolved following the notice, the parties through their Chief Executive Officers shall negotiate in good faith for a minimum period of 21 days with a view to resolving the dispute.

7.3 If a dispute cannot be resolved between the parties in accordance with the preceding clause then that dispute shall be referred to the arbitration of a single Arbitrator (if the parties can agree upon the appointment of one Arbitrator) and otherwise to three Arbitrators, one to be appointed by each party and the third by the Arbitrators so appointed, in accordance with and subject to the provisions of the Commercial Arbitration Act 1984 of Victoria and both parties shall be entitled to be represented by a legal practitioner.

7.4 Notwithstanding clauses 7.1 and 7.3, any party may bring an action:

7.4.1 for injunctive or other similar mandatory or prohibitory relief in any court of competent jurisdiction; and

7.4.2 for interlocutory or interim relief, including, without limitation, any proceedings for the detention, custody or preservation of any property, pending the results of the arbitration.

8 GENERAL

8.1 Assignment

8.1.1 Client shall not assign any part or all of this Agreement without Business Planning HQ’ prior written consent. Business Planning HQ may assign or sub-contract any of its rights and obligations under this Agreement or performance of any part of the Services at its absolute discretion.

8.2 Governing Law/Jurisdiction

8.2.1 This Agreement is governed by the laws of the State of Victoria, Australia and the parties agree to submit to the non-exclusive jurisdiction of the courts of that State.

8.3 Severability

8.3.1 If any part of this Agreement is determined by any court or tribunal of competent jurisdiction to be wholly or partially unenforceable for any reason, such unenforceability shall not affect any other part of this Agreement.

8.4 No Waiver

8.4.1 A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

8.5 Survival

8.5.1 The following provisions survive termination or expiration of this Agreement: Limitation of Liability; Indemnity; Confidentiality/Publicity ; Intellectual Property Rights, Disputes and General.

8.6 Relationship of Parties

8.6.1 Client and Business Planning HQ are independent contractors. Nothing in this Agreement will be deemed to constitute a partnership, employment or agency relationship between the parties. Neither party has any authority to bind the other party to any agreement or obligation.

9 DEFINITIONS

9.1 Client IPR means all IPR (if any) subsisting in any reports, documents and other material provided to Business Planning HQ by Client in connection with the provision of the Services.

9.2 Confidential Information means all written information that is clearly marked as confidential.

9.3 Deliverables means the deliverables specified in the invoice such as a business plan.

9.4 Deliverables IPR means all IPR (if any) subsisting in the information and advice set out in the Deliverables which pertain specifically to Client, excluding all elements of the Deliverables (including without limitation format, style, structure and standard text) which form part of Business Planning HQ’ standard services offering.

9.5 IPR means all intellectual property rights of any nature

under statute or at common law or equity including without limitation (i) patents, copyright (including moral rights), registered designs, trademarks and any rights to have confidential information kept confidential; and (ii) any application or right to apply for any of those rights.

9.6 Business Planning HQ IPR means all IPR (if any) subsisting in any reports, documents and other materials created by or on behalf of Business Planning HQ, excluding any Client IPR and Deliverables IPR.