It's essential that we start our business relationship with openness and trust. This document is for both of us moving forward. We want to achieve what's mutually best for both parties, now and into the future. The terms in this document from Volumise Consultancy PTY LTD confirm your involvement. By signing this document or paying your project commencement fee, we assume you have read and agree to these terms. If you have any questions, please do not hesitate to ask Sarah.

GENERAL TERMS OF SERVICE

The Client hereby agrees to engage Volumise Consultancy PTY LTD (Volumise Consultancy) to provide The Client with the following consulting services (the "Services"):

BACKGROUND

The Client believes that Volumise Consultancy has the qualifications, experience and abilities to provide consulting services to The client. Volumise Consultancy agrees to provide such consulting services on the terms and conditions in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations outlined in this Agreement, the receipt and sufficiency of which consideration is at this moment acknowledged, The client and Volumise Consultancy (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

TERM OF AGREEMENT

The term of this Agreement will begin on the date specified above and remain in full force and effect until the date specified above, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.

PAYMENT TERMS

Payment terms are 7 days from the invoice date unless otherwise stated.

Late Payments incur a non-compounding late fee of 20.0%, which will be added to the invoice total the day after the due date has passed and then every month after that. This percentage aligns with our credit card and overdraft facility costs.

For site visits, Volumise Consultancy will invoice The Client up to 7 days before the scheduled visit.

Volumise Consultancy is responsible for paying any Superannuation Guarantee contributions that may be required for its work or by its employees under this Agreement.

The Payment, as stated in this Agreement, does not include GST or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Payment.

ACCESS TO DIGITAL ASSETS

We may require access to the following Digital Assets: Company branding materials are in circulation, including the Brand Style Guide, appropriate imagery and video content, brand communications strategies, and Company values and mission. All / any in circulation include Intellectual property, recruitment tools, policies, procedures, job design resources, and HR platforms.

Social media accounts include Facebook, Instagram, TikTok, and LinkedIn profiles.

Specific business assets will enable us to deliver on our engaged services. The Client must provide Volumise Consultancy PTY LTD access to the relevant digital platforms specified in this agreement for the duration of the services. Volumise Consultancy PTY LTD requires 72 business hours' notice if The Client intends to remove access.

If access is removed without notice, an additional fee of $250 will be charged if it is not reinstated within 24 hours. Communication is always crucial.

ADDITIONAL PROJECTS & SERVICES

At any time, The Client can discuss additional services with additional fees subject to the price; all work requested and directed by The Client and undertaken by Volumise Consultancy PTY LTD in addition to the Services written within this agreement will incur additional charges (“Additional Charges”).

As of the date of this Agreement, the Additional Charges are as per the capabilities & services table. The minimum charge is 1 hour except for the agreed and quoted work.

The minimum onsite time is 4 hours. Volumise Consultancy provides the mentioned services "as is" without any warranty or conditions. Volumise Consultancy now disclaims all warranties and conditions related to its services, including all implied warranties or conditions of merchantability and fitness for a particular purpose.

Any additional work requests outside the SOW must be submitted in writing to Volumise Consultancy for discussion. If no agreed-upon price exists, the fee for these services will be calculated by multiplying the hours spent by Volumise employees by their hourly rate as specified above.

ACCEPTANCE AND PAYMENT

By signing this contract or approving the start of any job, quote, or proposal from Volumise Consultancy PTY LTD, you automatically accept the following confidentiality agreement and the terms and conditions of trade. The service fees are invoiced monthly in advance, and the entire amount is payable within three working days.

If debt collection is necessary, you agree to pay all expenses incurred by that process. Interest payable on overdue amounts under this Agreement is 20% per annum.

If you, The Client, terminate this Agreement before the completion of the Services, where the Services have been partially performed. In that case, the Volumise Consultancy will be entitled to pro-rata payment of the Payment to the date of termination, provided there has been no breach of contract on the Volumise Consultancy’s part.

REIMBURSEMENT OF EXPENSES

Volumise Consultancy will be reimbursed for reasonable expenses. The Client must pre-approve the necessary costs and expenses incurred by Volumise Consultancy in connection with providing the service(s).

TIME IS OF THE ESSENCE

Time is the most expensive outgoing cost in any business. Projects that go dormant for longer than 45 days will incur a fee of 5% or $1000 (whichever is greater) to resume.

BUSINESS RELATIONSHIP & CEASING OF SERVICE

The relationship between The Client and Volumise Consultancy is essential to ensuring that the work is completed efficiently and to the client's satisfaction. However, in the case of a business relationship breakdown, Volumise Consultancy has the right to immediately cease all work on behalf of The Client without notice and without any liability whatsoever.

Having received notice of the breakdown in the business relationship, The Client must immediately pay all outstanding monies due to Volumise Consultancy.

At this point, The Client will receive the full title for the work completed.

Examples of when a relationship can breakdown include but are not limited to:

• Abusive and Insulting language

• Unrealistic Demands

• Breakdown in Communication

• Poor Client Co-operation

DISPUTES

When a dispute arises under this agreement, a party with a complaint against the other is first required to notify the other of the dispute by giving written notice specifying the nature of the conflict, the outcome required, and the action believed necessary under the circumstances that will assist both in settling the dispute.

Each party will then, in good faith, attempt to resolve the dispute by negotiation within the next 14 days from the date of the complaint or a more extended period if the parties agree in writing. Except in the case of urgent injunctions, the parties agree to attempt to resolve any dispute by this clause before enforcing any other rights permitted by law about this agreement. This agreement will be governed by and constructed by the laws of Western Australia.

EARLY TERMINATION CLAUSE

Suppose The Client decides to terminate the contract early outside of any instant termination clause in these terms and conditions. In that case, 50% of the expected remaining contract revenue will be due within a 90-day written notice period.

RENEWALS

In the case of term agreements, the Agreement shall renew automatically for subsequent Six-month (6) renewal terms (each a "Renewal Term") until terminated by either Party hereto or mutually by the Parties. The Client may terminate this Agreement during a Renewal Term by providing Volumise Consultancy ninety (90) days prior written notice.

UPON TERMINATION

The parties are immediately released from their obligations under this Agreement except those obligations contained within the Price, Additional Charges, Warranties, Indemnity Clauses and any other obligations which, by their nature, survive the termination within their contractual period; each party retains the claims it may have against the other; you must immediately pay any outstanding Fees.

Except as otherwise provided in this Agreement, Volumise Consultancy's obligations will end upon termination.

CONFIDENTIALITY

Both parties agree to respect and keep confidence in each other's trade practices, trademarks, proprietary information, and intellectual property. Violation of this section voids this agreement without indemnity to Volumise Consultancy.

Neither Party hereto will at any time or in any manner, either directly or indirectly, use for their benefit or divulge, disclose, or communicate any proprietary information to any other Party (i.e., trade secrets, know-how and confidential information). The Parties will protect such information and treat it as strictly confidential.

This provision shall continue to be effective after the termination of this Agreement. Either Party may seek and obtain injunctive relief against the release or threatened release of such information in addition to any other legal remedies available to a Party.

Confidential information (the "Confidential Information") refers to any data or information relating to the business of The Client that would reasonably be considered to be proprietary to The Client, including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of The Client and where the release of that Confidential Information could reasonably be expected to cause harm to The Client.

Both parties agree that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information that Volumise Consultancy has obtained, except as authorised by The Client or as required by law. The confidentiality obligations will apply during the Term and will survive indefinitely upon termination of this Agreement.

All written and oral information and material disclosed or provided by The Client to Volumise Consultancy under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to Volumise Consultancy. At no time is "work in progress" to be shared with any third party.

COPYRIGHT & LIABILITY

Please note that Volumise Consultancy PTY LTD cannot be held responsible or liable for any copyrighted content you plan to use on your website. By using such content, you agree that you have obtained the necessary permissions from the rightful owner(s) or have the right to use it.

Once a job is completed and released, Volumise Consultancy is not responsible for any data loss, security breaches, acts of nature, or third-party interference.

NO EXCLUSIVITY

The parties acknowledge that this is non-exclusive and that Volumise Consultancy PTY LTD will be accessible during and after the term to engage or contract with their parties to provide similar services.

CAPACITY / INDEPENDENT CONTRACTOR

In providing the Services under this Agreement, it is expressly agreed that Volumise Consultancy acts as an independent contractor, not an employee. Volumise Consultancy and The Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a service contract.

RIGHT OF SUBSTITUTION

Except as otherwise provided in this Agreement, Volumise Consultancy may, at The Client's absolute discretion, engage a third-party subcontractor to perform some or all of Volumise Consultancy's obligations under this Agreement.

The Client will not hire or engage any third parties to assist with providing the Services.If Volumise Consultancy hires a subcontractor, the Client will pay the subcontractor for its services, and the Compensation will remain payable by the Client to the subcontractor.

For the indemnification clause of this Agreement, the sub-contractor is an agent of Volumise Consultancy. In sub-contractor cases, the client must obtain approval before official engagement.

LEGAL

No web functionality is perfect all the time. We cannot guarantee that the functions included in any web page layouts or a finished website will be free of errors in the future. Both parties agree that Volumise Consultancy is not responsible to you or any third party for damages, including lost profits, lost savings, or other incidental, consequential, or special damages that result from the operation of or inability to operate this website and any other web pages.

Once the sign-off document is completed and the credentials are submitted to you, we are no longer responsible for maintaining the site.

INDEMNITY

The Client agrees to defend, indemnify, and hold harmless Volumise Consultancy and its officers, directors, agents, affiliates, distributors, representatives, and employees from any third-party claims, demands, liabilities, costs and expenses, including reasonable attorneys' fees, costs and expenses, resulting from The Client material breach of any duty, representation, or warranty under this Agreement.

LIMITATION OF LIABILITY

Volumise Consultancy shall not be held liable to Client or any third party for indirect, incidental, consequential, special or exemplary damages that may arise from the Services provided in this Agreement, including but not limited to loss of revenue or anticipated profit, lost business, costs of delay, or liabilities to third parties from any source.

The maximum liability of Volumise Consultancy to Client resulting from or in connection with this Agreement shall not exceed the amount of any fees paid by Client to Volumise Consultancy for the Services described in any applicable Statement of Work. For this section, "fees" do not include any payments made by The Client to third-party service providers concerning the Services provided by Volumise Consultancy.

GUARANTEES & WARRANTY

The Services provided by Volumise Consultancy are provided "as is" without any warranty or condition to the maximum extent permitted by applicable law. Volumise Consultancy disclaims all warranties and conditions related to the Services, including all implied warranties or conditions of merchantability and fitness for a particular purpose.

Volumise Consultancy cannot guarantee The Client a minimum number of views or the procurement of followers on any social media platform.

FORCE MAJEURE

The parties are not liable for failing to perform any obligations under the agreement due to force majeure events beyond their reasonable control, such as an epidemic, pandemic, quarantine restriction, war, acts of God, and governmental actions. The affected party shall reasonably mitigate the impact and promptly notify the other party. The parties shall work together to find a solution.

OWNERSHIP

Volumise Consultancy PTY LTD can showcase their work, including designs and case studies, as examples in their portfolio. Any custom coding explicitly developed for you will be jointly owned by you and Volumise Consultancy PTY LTD unless agreed upon otherwise. All work, whether in progress or completed, belongs exclusively to Volumise Consultancy PTY LTD until all outstanding payments have been made in full.

After that, the ownership will be transferred to you. Unless otherwise stated, Volumise Consultancy PTY LTD will own any intellectual property or related material developed or produced under this agreement.

However, The Client will be granted a limited-use licence in such circumstances. The intellectual property's title, copyright, intellectual property rights, and distribution rights remain the exclusive property of Volumise Consultancy PTY LTD.

RETURN OF PROPERTY

Upon the termination of this agreement, Volumise Consultancy PTY LTD will return The Client, documentation, records, or confidential information within 14 days of official notice to accounts@volumiseconsultancy.com.au

NOTICES

All notices, requests, demands, or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses or to such different addresses as either Party may notify the other from time to time.

TERMS & CONDITIONS ACCEPTANCE

This Agreement supersedes all prior agreements and understandings between the Parties for the performance of the Services and constitutes the complete agreement and understanding between the Parties. The Parties may only amend this Agreement in a written document signed by both Parties.