Standard Terms and Conditions

Charlisse Pty Ltd T/A Verifize (the “Company”) agrees to provide as an independent contractor to [Client details] ("the Client"), such services (the “Services”) as have or may be agreed between the parties (the “Contract”) on the basis set out below. These terms and conditions of business (the “Terms”) form part of the Contract together with the description of the scope and cost of proposed services to the Client (the "Proposal") and the letter of offer signed by the Client and set out the manner in which the Company will provide the Services to the Client.

1. TERM
1.1 The term of this contract shall continue until terminated in accordance with Clause 8 of the Terms or until the Services are completed - whichever is the earlier.

2. PROPOSALS
2.1 The Company will provide the Proposal to the Client setting out the nature of the Services and providing an estimate of fees or a fixed amount.
2.2 The Company reserves the right to vary any quotation for fees, whether oral or written, given by the Company (the "Proposal"), if the Proposal has not been accepted by the Client within 28 days of the Proposal being issued. If the Company undertakes any work at the Client's written request which is not described in the Proposal then, unless the parties otherwise agree in writing, these terms shall apply.

3. FEES AND PAYMENT
3.1 The Company shall charge the Client:
• Either the agreed fixed fee and/or an agreed hourly rate
• All reasonable and proper expenses incurred in connection with the provision of the Services.
3.2 The above fees do not include goods and services tax ("GST"). In addition to the amounts set out in above, 10% GST will be payable on those amounts, if applicable (Not required for services outside Australia), at the same time as the Client pays the fees.
3.3 Where applicable, the Company will supply the Client with a tax invoice for the amount of GST at the same time as the Company issues the Client with an invoice, or upon request by the Client. The tax invoice will contain particulars as are required by law in order for the Client to obtain an input tax credit for the amount of GST paid by the Client if it is registered, and is otherwise entitled to claim input tax credits.
3.4 All fees shall be payable to the Company without deductions of any kind. The Company's practice is to render invoices to the Client, upon the completion of each engagement. The Client shall pay all sums owing to the Company within 14 days of issue, unless otherwise stated on the invoice. The Company may charge interest on any sums which remain unpaid after they have become due at a rate of 10% per annum.
3.5 Cancellation of services will attract a 50% fee, based on the total proposed fee, if cancelled within seven (7) days of the proposed date of commencement. All related expenses (including airfares and accommodation), will be invoiced at cost, regardless of when a cancellation is made, if paid for by the Company in advance or should penalties be applied by the vendors.

4. WARRANTY
4.1 The Client warrants and undertakes that it has fully and accurately disclosed all material facts and other information as the Company may require in order to properly perform these services.
4.2 The Company warrants that it holds, and will hold throughout the performance of the Services, public liability insurance coverage of at least A$10 million and professional indemnity insurance coverage of at least A$1 million.

5. OWNERSHIP OF INFORMATION AND DOCUMENTS
5.1 Documentation provided by the Client to the Company in connection with the Services and information contained in such documentation ("Client Documents") shall be treated by both parties as confidential and shall be the property of the Client. All other documentation and information which the Company creates during the course of its performance of the Service (the "Company Documents") shall be the sole and exclusive property of the Company and shall at all times be treated by both parties as confidential. Copyright in all documents and reports produced by the Company shall vest solely in the Company, including any reports produced for the Client ("the Reports").
5.2 Subject to the Client fulfilling its obligations under this Contract the Client is hereby granted a perpetual, limited licence to use the Reports solely for its own internal purposes including the right to make a reasonable number of copies of the report for such purposes provided that such copies acknowledge the Company's copyright.
5.3 Subject to the Client fulfilling its obligations under this Contract the Client may be granted a limited licence to use the Reports for specified external purposes including, without limitation, for use in joint ventures with other parties, including the right to make a reasonable number of copies of the report for such purposes provided that such copies acknowledge the Company's copyright and provided that the Client does not provide the report to any competitor of the Company.

6. CONFIDENTIALITY
6.1 Each party undertakes to the other that it will not at any time use or divulge or communicate to any person (other than to the other party and its own employees, representatives, professional advisers and subcontractors, and then only to such persons who need to know the same) without the other party's prior written consent (or as otherwise required by law) the existence or subject matter of the Contract and the Services and any confidential information concerning the business accounts, finance or contractual arrangements or other dealings, transactions or affairs of the other party which has come to its knowledge during the course of or in negotiations leading up to the Contract or which may come to its knowledge as a result of its relationship with the other party under the Contract.
6.2 The Client expressly undertakes that any report, statement, document or information provided by the Company will be used only for its own business purposes and not for the benefit of any other person, firm or company.
6.3 Each party undertakes not to disclose such report, statement, document or information to any third party, except with the other party's prior written consent.
6.4 Each party shall use all reasonable endeavours to assist the other party at the other party's request in any action taken by the requesting party to preserve the confidentiality of its confidential information and/or documents.
6.5 The requesting party shall pay the reasonable expenses of the other party incurred in connection with such assistance upon demand.
6.6 The confidentiality obligations contained in this paragraph 6 shall not extend to information which was rightfully in the possession of the recipient prior to the start of negotiations leading to the Contract or which is already public knowledge or becomes so at a future date (otherwise that as the result of a breach of this paragraph 6). The provisions of this paragraph 6 shall survive any termination of the Contract.

7. STAFF AND ASSISTANCE
7.1 Each party agrees that it shall not for the duration of the Contract and for a period of 6 months after it has terminated seek to employ or offer employment (whether directly or indirectly or under a contract of employment or otherwise) to any employee of the other party with whom the first party has had contact during the Contract.
7.2 The Company may substitute any staff member assigned to the Contract with any other staff member at any time provided that the replacement staff member is of similar or higher calibre than the original staff member replaced.
7.3 The Client agrees to provide all reasonable assistance to the Company to carry out the Contract including (but not limited to) providing prompt and adequate access to office space and facilities, as required and per the processes outlined in the proposal.

8. TERMINATION
8.1 Either party may terminate this Contract forthwith by notice to the other party in writing if the other party:commits a material breach of the terms of this Contract and fails to remedy such breach within a reasonable period after notice by the other party; or becomes bankrupt or, if a party is a company, is wound up or likely to be wound up or enters into any arrangement or composition with his/her creditors or any class of creditors; or has a judgement entered against him/her; or is convicted of any criminal offence for which a term of imprisonment is imposed.
8.2 Either party may terminate this Contract by giving one (1) month's written notice to the other.
8.3 On the termination of this Contract (howsoever caused) the Client shall immediately pay the Company all unpaid fees, costs and reimbursable expenses in accordance with paragraph 3 hereof accrued up to the date of termination and immediately return to the Company all Company Documents with exception of the Reports licensed to the Client in accordance with the Clauses outlined above.
8.4 Upon termination (howsoever caused) each party shall be released from any obligation it may have to the other unless (1) such obligation subsisted prior to termination or (2) such obligation is expressed to subsist after termination.

9. LIMITATIONS ON LIABILITY
9.1 Neither party shall be liable to the other party for any loss (whether direct or indirect) of profits, business or anticipated savings or for any indirect or consequential loss whatsoever even if the party shall have been advised of the possibility of such loss.
9.2 Each party's liability to the other party arising by reason of or in connection with the provision of the Services, except where such liability is covered by the liable party's public liability or professional indemnity insurance, shall be limited to the aggregate amount of fees paid by the Client to the Company or, in the case of the Company's liability, the provision of all or part of the Services again which are referable to the aspect of the Services in respect of which the negligence was committed.
9.3 The Company shall not be liable to the Client for any loss suffered by the Client arising as a result of a breach by the Client of its obligations under paragraph 4.1 above.
9.4 Subject to the provisions of the Trade Practices Act, 1974, the Terms are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade or usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permissible by law.

10. INDEMNITY
10.1 Subject to clauses 9.1 and 9.2, the Client shall, except to the extent caused by the breach, negligence or wilful neglect of the Company, indemnify the Company and keep the Company fully and effectively indemnified on demand against any and all losses, claims, damages, costs, charges, expenses, liabilities, demands, proceedings and actions which the Company may sustain or incur or which may be brought or established against it by any person as a result of any act or omission by the Client in connection with the Services, or which in any case arises out of or in relation to or by reason of the breach of any of the warranties or undertakings of the Client contained in these Terms.
10.2 Subject to clause 9, the Company shall, except to the extent caused by the breach, negligence or wilful neglect of the Client, indemnify the Client and keep the Client fully and effectively indemnified on demand against any and all losses, claims, damages, costs, charges, expenses, liabilities, demands, proceedings and actions which the Client may sustain or incur or which may be brought or established against it by any person as a result of or in connection with the Company providing the Services, or which in any case arises out of or in relation to or by reason of the breach of any of the warranties or undertakings of the Company contained in these Terms.

11. FORCE MAJEURE
11.1 Neither party shall be liable for any delay in performing any of its obligations under the Contract if such delay is caused by circumstances beyond reasonable control of the party so delaying and such party shall be entitled (subject to giving the other party full particulars of the circumstances in question and to using all reasonable endeavours to resume full performance without avoidable delay) to a reasonable extension of time for the performance of such obligations.

12. GENERAL TERMS
12.1 If any provision of the Terms shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provision shall not be in any way affected or impaired.
12.2 This Contract constitutes the entire agreement between the Parties upon this subject and supersedes all previous representations, offers, undertakings or contracts. No modifications, amendments or additions to this Contract shall be made except in writing signed by all Parties.
12.3 The exercise of any right or remedy obtained within the Terms by any Party shall be without prejudice to any other right or remedy which any Party may have at law or in equity or from any statute. 12.4Neither the failure of any Party to enforce at any time any of the provisions of the Terms nor the granting of any time or indulgence shall be construed as a waiver of that Party's right to enforce that or any other provision of the Terms thereafter.
12.5 This Contract shall be governed and construed in all respects by the laws of New South Wales and the Parties agree to submit to the exclusive jurisdiction of the New South Wales Courts.
12.6 Any notice or other correspondence to be served or delivered in accordance with this Contract may be served or delivered personally or by posting it or sending it by facsimile transmission to the last known address of any Party or the registered office address of the Company and shall be deemed to have been served or delivered when received if served or delivered personally or by facsimile transmission and after 7 days if served or delivered by post.