Terms of Business

Australia

1 Scope and Interpretation

1.1 This Agreement is made between JVAT, and the person, company or organisation (“Client”) specified in the Proposal attached to these Terms (“Proposal).

1.2 These Terms and the Proposal collectively comprise the “Agreement”. If there is any conflict or ambiguity between these Terms and the Proposal, the Terms shall take precedence. No terms and conditions referred to or set out in any purchase order, confirmation of order, specification or other document provided by the Client shall form part of this Agreement or apply to the provision of the Services.

2 Definitions

In this Agreement:

2.1 Agreement means these terms and the attached proposal.

2.2 Background IP means any Intellectual Property Rights of either party existing at the Start Date and utilised in the performance of the Service.

2.3 Business Day means a day other than a Saturday, Sunday, or public holiday in Australia.

2.4 Client means the person, company or organisation specified in the proposal attached to these Terms of Business.

2.5 Confidential Information means all information (regardless of form) disclosed, provided, or otherwise made available by or on behalf of JVAT to the Client in connection with this Agreement, whether before, on or after the date of this Agreement, that:

• a. is by its nature confidential;
• b. is designated as confidential: or
• c. the Client knows or ought to reasonably know is confidential, and includes the contents and existence of this Agreement and information;
• d. relating to the business, affairs, or financial position of JVAT including information relating to the assets or liabilities of JVAT and any other matter that does or may affect the financial position or reputation of JVAT;
• e. relating to the internal management and structure of JVAT, or the personnel, policies, and strategies of JVAT;
• f. of JVAT, that has any actual or potential commercial value to JVAT or to the person or corporation which supplied that information; and
• g. relating to the personnel, customers, or suppliers of JVAT, including any personal or sensitive information of an individual, but does not include information which: (i) is in or becomes part of the public domain other than through a breach of this Agreement or an obligation of confidentiality; (ii) was already known by the Client independently of this Agreement or the matters contemplated by this Agreement (unless such knowledge arose from a breach of an obligation of confidentiality owed to JVAT); (iii) was developed by the Client independently of any information or Intellectual Property disclosed or made available to the Client by or on behalf of JVAT or its Personnel and independently of this Agreement and the matters contemplated by this Agreement; or (iv) the Client acquires from a third party entitled to disclose to it, free of any obligations of confidentiality to JVAT.

2.6 Corporation Act means the Corporations Act 2001.

2.7 Defence means the Australian Defence Force (ADF).

2.8 Dollars, $, or AUD means Australian Dollars.

2.9 Fees means JVAT’s professional fees for the provision of the Services.

2.10 Intellectual Property means all copyright and all rights in relation to inventions (including patent rights), registered and unregistered trademarks (including service marks), registered and unregistered designs, and circuit layouts, and any other rights resulting from intellectual activity in the industrial, scientific, literary, and artistic fields recognised in domestic law anywhere in the world.

2.11 JVAT means JVAT Solutions Pty Ltd ATF JVAT Solutions Unit Trust (ABN 85 803 833 768), Level 4, 6 Gwynne Street, Cremorne Victoria, Australia.

2.12 Proposal means the proposed work, duration, schedule, rates, key personnel, assumptions and deliverables to be conducted and carried out by JVAT for the Client.

2.13 Services means the relevant services described in the Proposal.

3 Performance of Services

3.1 JVAT shall perform the Services in good faith using reasonable care and skill in accordance with the relevant Proposal and this Agreement. However, due to the nature of the work involved, JVAT cannot guarantee specific outcomes or results when undertaking the Services.

3.2 JVAT does not represent itself as a supplier of those services usually provided by lawyers, insurance brokers and other professional advisors and the Client acknowledges that the Services and/or the Deliverables shall not constitute such services.

3.3 The Client agrees to indemnify JVAT and its Group Companies for all costs and expenses incurred in the event that JVAT and/or its Group Companies are compelled by law, regulation, court order or similar directive to provide information, evidence or have other involvement in any dispute, investigation or enquiry involving the Client or its Group Companies except to the extent that such dispute, investigation or enquiry was caused by JVAT’s negligence, wilful misconduct or breach of this Agreement.

3.4 JVAT does not provide, and the Deliverables, will not constitute, financial or investment advice. Nor is JVAT authorised to provide financial or investment advice under any regulatory body in Australia, the United Kingdom, the USA or the rest of the world. All findings and recommendations should not be used by the Client as the final arbiter in determining whether it should enter into a contractual relationship with a third party. All decisions of this nature are the Client’s alone, and it should consult its own financial, legal and/or tax advisors (as appropriate) in determining whether to invest in or contract with a third party.

3.5 The performance of the Services is subject to any assumptions referred to in the Proposal. JVAT shall not be liable for any failure to perform the Services in accordance with the Proposal or any additional work required resulting from the inaccuracy or non-fulfilment of such assumptions.

4 Client Obligations

4.1 The Client warrants that:

• a. the Client’s staff (and others over whom the Client may have control) shall fully co-operate with JVAT;
• b. all documents, information, drawings, designs, specifications, maps and other information supplied by the Client will be relevant, up to date, accurate and complete; and
• c. the Client has the authority to commission the Services and to enter into this Agreement.

5 Timescales

5.1 JVAT shall use reasonable endeavours to meet any timescales set out in the Proposal or provided subsequently in the course of the Services. However, the Client acknowledges that all such timescales are estimates and not guaranteed.

6 Payment and Pricing

6.1 The Client shall pay to JVAT all Fees, expenses and other charges set out in or calculated in accordance with the relevant Proposal and this Agreement. All such sums are exclusive of any applicable GST, sales and similar taxes.

6.2 Unless otherwise specified in the Proposal, Fees, expenses and other charges shall be invoiced monthly in arrears and the Client shall pay the same within 30 days of the date of the invoice. Travel, subsistence and other expenses shall be charged to the Client at cost.

6.3 Without prejudice to any other right or remedy JVAT may have, if the Client fails to pay any sums due under this Agreement by the relevant due date, JVAT reserves the right to suspend the performance of the Services until such time as payment of such sums is received in full and to charge interest on the outstanding amount (both before and after any judgement) at the rate of 4% per annum above the base rate from time to time of the Reserve Bank of Australia. Such interest shall accrue on a daily basis from the due date until the outstanding amount is paid in full.

6.4 If any deduction or withholding is required by law to be made by the Client in relation to any payments due to be paid by the Client to JVAT under this Agreement, the Client shall make the appropriate deduction or withholding required by law, but shall also, at the same time, pay JVAT an additional sum, equal to the value of the withholding or deduction made, to ensure that JVAT nevertheless receives an amount equal to the full value of its invoice. Without prejudice to its other rights, the Client shall make all payments under this Agreement free of set off or counterclaim.

6.5 If the Client requests that JVAT submit its invoices through a third party or using a specific invoicing mechanism or service and this results in JVAT incurring charges or not receiving the full value of its invoice, JVAT reserves the right to charge the Client for such charges or shortfall.

7 Liability

7.1 Nothing in this Agreement shall limit the liability of either party for death or personal injury caused by that party, for any fraudulent misrepresentation of that party or in other circumstances where liability cannot be limited by law.

7.2 Subject to clause 7.1, neither party shall be liable to the other, whether in contract, tort, negligence, breach of statutory duty or otherwise, for any loss of profit, revenue, goodwill or business opportunity, for any pure economic loss or for any indirect or consequential loss, damage, costs or expenses arising out of or in connection with this Agreement and/or the provision of the Services.

7.3 As JVAT has no control over the use of the Deliverables, subject to clause 7.1, JVAT shall not be liable for any losses, liabilities, claims, demands, damages and expenses (including all interest, penalties and reasonable legal and other professional costs and expenses) (“Loss”) suffered or incurred by the Client caused by modifications, developments, adjustments, repairs or remedial work carried out to the Deliverables without JVAT’s prior written approval.

7.4 Subject to clauses 7.1 to 7.3, JVAT’s total aggregate liability to the Client, whether in contract, tort, negligence, breach of statutory duty or otherwise, arising out of or in connection with this Agreement and/or the provision of the Services, shall be limited to the lesser of $200,000 and the last 12 months Fees paid or payable by the Client to JVAT under this Agreement.

7.5 The Client shall indemnify and hold harmless JVAT and its Group Companies from any Loss arising out of or in connection with any third party claim or action against JVAT, the Client or either party’s Group Companies arising out of, or in connection with, the use (whether by the Client or by any third party) of the Deliverables and/or the Services, except to the extent caused by JVAT’s gross negligence or wilful misconduct.

8 Insurances

8.1 JVAT will maintain the following insurances:

• a. Public Liability insurance for at least 20 million dollars per occurrence and in the aggregate annually.
• b. Professional Indemnity insurance for at least 10 million dollars per occurrence and in the aggregate annually; and
• c. Workers Compensation insurance as required by Law.

8.2 If requested, JVAT will provide insurance certificates of currency, evidencing compliance with clause 8.1.

9 Intellectual Property

9.1 Notwithstanding any other provision of this Agreement, all rights in generic methodologies, ideas, processes, tools, know-how and business methods created by or on behalf of JVAT or its Group Companies at any time shall be owned by JVAT or its Group Companies.

9.2 The Client warrants that the provision of the Services, and JVAT’s use of any deliverable or material developed or supplied under this Agreement, will not infringe the Intellectual Property or moral rights of any person.

9.3 Ownership of all Intellectual Property associated with any deliverable or material developed in connection with this Agreement (“Foreground IP”) vests with the Party responsible for creation. Where ownership of IP is in doubt, all IP in or arising out of, or in connection with, such Services and Deliverables shall be owned by JVAT.

9.4 To the extent that the Services and/or Deliverables do not involve the provision of training materials:

• a. All IP, other than Foreground IP as defined in clause 9.1 to 9.3, owned by either party or its Group Companies (“Background IP”) will remain the exclusive property of the relevant party or Group Company.
• b. JVAT acknowledges that the vesting of ownership in JVAT of all Foreground IP does not apply to Intellectual Property in any pre-existing material (including software, documentation, or data) which is incorporated or embedded in that deliverable or material (“Background IP”).

9.5 To the extent that the Services and/or Deliverables involve the provision of training materials, all IP owned by either party or its Group Companies will remain the exclusive property of the relevant party or Group Company. For the avoidance of doubt, all IP in or arising out of, or in connection with, such Services and Deliverables shall be owned by JVAT.

9.6 Neither party grants any right to or licence of its Background IP to the other party;

9.7 The Client grants to JVAT (or will ensure the grant of) a royalty free, irrevocable, non-exclusive, perpetual, worldwide licence (including the right to sub licence) of the Background IP to use, copy, adapt, expand, develop, publish, or otherwise change, the pre-existing material.

10 Government Taxes, Duties and Charges

10.1 All taxes, rates, duties and charges imposed or levied in the Australia or overseas in connection with the Service or this Agreement must be borne by the Client unless otherwise specified in this Agreement.

11 Confidentiality and Privacy

11.1 In this Agreement “Confidential Information” means the proprietary or confidential information of a party, its Group Companies or a third party which is disclosed by the relevant party (“Disclosing Party”) or its Group Companies to the other party (“Receiving Party”) or its Group Companies in connection with this Agreement but excluding any information which the Receiving Party can show:

• a. was in the public domain at the time of disclosure or was subsequently published or made available to the public generally otherwise than through a breach of confidentiality owed to the Disclosing Party or its Group Companies;
• b. was at the time of disclosure already known to or in the possession of the Receiving Party or its Group Companies free from any obligation of confidence;
• c. is subsequently received by the Receiving Party or its Group Companies from a third party who does not owe any duty of confidence to the Disclosing Party or its Group Companies; or
• d. was subsequently independently developed by the Receiving Party’s employees, agents or sub-contractors or those of its Group Companies without use of the Disclosing Party’s Confidential information

11.2 The Receiving Party shall, for a period of 5 years from the date of disclosure, treat the Disclosing Party’s Confidential Information as confidential and, in particular, shall not, without the specific prior written consent of the Disclosing Party: use or copy any of the Disclosing Party’s Confidential Information for any purpose other than the purposes of this Agreement or as part of its electronic archiving procedures; disclose or, through any failure to exercise reasonable care, cause any unauthorised disclosure of any of the Disclosing Party’s Confidential Information except to those of its employees, officers, consultants, agents, sub-contractors or advisors, or those of its Group Companies, (“Representatives”) who may need to have such Confidential Information in connection with the purposes of this Agreement and who are bound by obligations of confidentiality no less stringent than those in this clause 10; or commercially exploit the Disclosing Party’s Confidential Information in any way

11.3 Each party shall ensure that its Representatives and its Group Companies comply with this clause 11, and each party shall be liable for the acts and omissions of its Representatives and its Group Companies as if they were its own under this Agreement.

11.4 Nothing in this Agreement shall restrict the Receiving Party or its Group Companies from disclosing any of the Disclosing Party’s Confidential Information to the extent required by any applicable law, regulation or court order or the rules of any relevant listing authority provided that, to the extent it is legally permitted to do so, the Receiving Party gives the Disclosing Party as much notice of such disclosure as possible.

11.5 Following termination of this Agreement, the Receiving Party shall, at the Disclosing Party’s request, return or destroy the Disclosing Party’s Confidential Information in the Receiving Party’s or its Group Companies possession or control except that the Receiving Party shall not be required to return or destroy any Confidential Information stored in its archived electronic files, provided that such files are accessible only to those persons engaged by the Receiving Party or its Group Companies to be responsible for the safe and secure storage of such files. The Receiving Party shall continue to be responsible for any such Confidential Information it retains electronically.

11.6 Except to the extent required by law, the Client may not, without the prior written consent of JVAT, in any external communication that is intended for the public domain (including, but not limited to, any advertising, publicity or news release) name, quote as a source or otherwise refer to JVAT.

11.7 Except to the extent required by law, the Client may not name, quote as a source or otherwise refer to JVAT in any legal proceeding or dispute with a third party without the prior written consent of JVAT.

11.8 The Client acknowledges and agrees that it will, in respect of any Personal Information it receives or has access to under this Agreement, comply, and ensure that the Personnel comply with the Privacy Law. For the purpose of this clause, Personal Information has the meaning given in the Privacy Law and Privacy Law means the Privacy Act 1988 (Cth) and any other Australian legislation affecting the collection, use and handling of information such as Personal Information.

12 Relationship between the Parties

• a. The JVAT is engaged by the Client to provide Services as an independent Supplier and not as an agent, employee, servant, joint venturer, or partner of the Client. The Client has no authority to bind JVAT in any way and must not hold itself out as having authority to bind JVAT or as being an agent, employer, servant, joint venturer, or partner of JVAT.

13 Export Compliance

13.1 The Parties acknowledge that all and any technical data, equipment, software, and services under this Agreement, may be subject to Australia, United Kingdom, United States or similar export and re-export laws or regulations.

13.2 The Client shall, and will procure that its Personnel shall, abide by any restrictions or conditions respecting the export, re-export, or other transfer of the deliverables that are in effect now or are hereafter imposed by the Australian, United Kingdom, United States, or other competent jurisdiction, and will not export, re-export or otherwise transfer the deliverables except in full compliance with all relevant laws and regulations (including without limitation in the Australia, United Kingdom, and the United States.)

13.3 The Client acknowledges and agrees these restrictions and conditions include, but are not limited to:

• a. Restrictions and export licensing requirements governing the export, re- export, or other transfer to other persons, entities, or countries of the deliverables;
• b. Restrictions and export licensing requirements governing the export or other transfer of foreign-developed information that incorporates the deliverables;
• c. Any applicable restrictions on the export, re-export, or other transfer of the deliverables to countries, entities and persons that are subject to Australian, United Kingdom, or United States sanctions, embargoes, or other technical data; and
• d. Any applicable United States restrictions on the export or other transfer of the direct product of United States origin technical data.

14 Indemnities

14.1 Unless expressly provided otherwise:

• a. each indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the parties, and survives termination, completion, or expiration of this Agreement;
• b. it is not necessary for a party to incur expense or make any payment before enforcing a right of indemnity conferred by this Agreement; and
• c. the making of a claim by a party under an indemnity contained in this Agreement in respect of a particular event does not preclude that party from subsequently making further claims under that indemnity in respect of any further loss arising out of the same event for which it has not previously been indemnified.

15 Termination

15.1 If:

• a. a party commits a material breach of this Agreement, and such breach is incapable of remedy, or such breach is capable of a remedy and the party has failed to remedy the breach within fifteen (15) Business Days of receiving a notice from another party requiring it to do so;
• b. an Insolvency Event occurs in respect of a party; or
• c. then the other party may terminate this Agreement by written notice.

15.2 Either party may terminate this Agreement without cause by giving not less than twenty (20) Business Days’ notice in writing (or at a variation as agreed between the parties).

15.3 On termination of this Agreement, JVAT may set-off any debt, obligation, or liability you owe to JVAT.

• a. Termination under this clause 15 does not affect the accrued rights of the parties as at the date of termination;
• b. Unless agreed otherwise by the parties, on termination of this Agreement, however arising, JVAT shall invoice the Client, and the Client shall pay in accordance with clause 6: (i) subject to paragraph (ii) below, all Fees, expenses and other charges incurred but not previously invoiced under this Agreement; and (ii) where the Proposal indicates a fixed Fee for all or any part of the Services, the balance of any such fixed Fee not yet paid and/or invoiced, whether or not such Services have been undertaken or not.
• c. Upon termination of this Agreement, the provisions of clauses 1, 3.3, 6, 7, 9, 11, 15.3 and 21 shall continue in force. Termination will not affect any accrued rights and liabilities arising out of this Agreement.

16 Notices

16.1 A notice, approval, direction, consent, offer, demand, change, variation or other communication in connection with this Agreement must be:

• a. in writing;
• b. signed by an authorised officer of the relevant party; and
• c. given to the recipient party by email transmission to the email address of the recipient party set out in the Proposal associated with this Agreement.

17 Health and Safety

17.1 Any JVAT supplied personnel who enter or are present at a Client site in connection with the provision of services ,must act at all times in a safe manner and in a way that does not prejudice safe working practices, safety and care of property and continuity of work at the site.

17.2 Any JVAT supplied personnel must comply with and enable the Client to comply with the Safety Laws, and safe work methods statement(s) and cooperate fully in any safety or health related reviews, inspections, audits and investigations.

18 Anti-corruption and Bribery

18.1 Each party, its executives and employees must comply with Anti-corruption and Bribery Laws.

18.2 Neither party, its executives and employees, whether directly or indirectly, must not offer or promise any gift, benefit or advantage to a person, for herself/himself or for others, with the purpose that the person abuses, or because this person would have made illegitimate use of, its real or supposed influence in order to obtain distinctions, jobs, contracts or any other favourable decision.

18.3 Neither party, its executives and employees, will solicit or accept for itself any offer, promise, gift, benefit or advantage of any kind, to make illegitimate use of its influence with a view to making or obtaining any favourable decision.

19 Modern Slavery

19.1 JVAT warrants that it will comply with the Modern Slavery Legislation and any other modern slavery laws, regulations or directives which apply to its business, or which apply in the place where the work associated with this proposal is conducted.

19.2 JVAT warrants that neither the JVAT, nor any of its officers, employees or related personnel have been convicted of any offence involving slavery or human trafficking;

19.3 JVAT also warrants that to the best of its knowledge and following reasonable enquiries, JVAT’s Supply Chain have not been convicted of any offence involving slavery or human trafficking.

19.4 In performing any contract associated with these Terms, JVAT will:

• a. comply with all anti-slavery and human trafficking Laws, including the Modern Slavery Act 2018 (NSW) and the Modern Slavery Act 2018 (Cth); and
• b. have in place and implement, appropriate anti-slavery and anti-trafficking policies, practices and procedures;
• c. incorporate into contracts with its Supply Chain, obligations equivalent to those set out in this clause 19; and
• d. notify the Client as soon as possible following: (i) any actual or suspected breach of this clause by JVAT or any member of its Supply Chain; and (ii) any actual or suspected slavery or human trafficking in a supply chain relating to this Contract.

20 No Waiver

20.1 A party’s failure or delay to exercise a power or right is not a waiver of that right, and the exercise of a power or right does not preclude the future exercise of that or any other power or right. A waiver of a power or right must be in writing and signed by the party giving the waiver.

21 Entire Agreement

21.1 This Agreement contains the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, discussions and negotiations relating to the same.

21.2 Each party confirms that, in entering into this Agreement, it has not relied on and shall have no remedy in respect of any representation, statement, assurance or warranty not expressly set out in this Agreement.

21.3 Each party agrees that its only remedy in respect of those representations, statements, assurances and warranties that are set out in this Agreement will be for breach of contract in accordance with the terms of this Agreement.

21.4 If any provision of this Agreement is judged to be invalid, illegal or unenforceable, such provision shall be severed from this Agreement and the remainder of the provisions shall so far as possible, continue in full force and effect. The parties shall attempt to substitute for any severed provision a valid and enforceable provision which achieves to the greatest extent possible the objectives of the severed provision.

21.5 This Agreement is governed by the law in force in Victoria, Australia. Each party unconditionally submits to the non-exclusive jurisdiction of the courts of Victoria, Australia. Connect