TERMS AND CONDITIONS

These terms and conditions (Terms) detail the terms and conditions upon which Zembr Pty Ltd (ACN 627 032 759) (Service Provider) agrees to provide the Services to the Client.

In these Terms:

Agreement means this agreement between the Service Provider and the Client and comprises the terms detailed in (a) the Proposal, and (b) these Terms (unless otherwise expressly stated).

Client means the party identified in the Proposal who engages the Service Provider to provide the Services.

Commencement Date means the date the Proposal is signed, the date provided for in the Proposal referred to as the ‘Launch Date’ or similar, or as otherwise agreed in writing by the Service Provider and the Client.

Confidential Information means Client owned proprietary information and data, including customer lists, contacts, financial data, sales data, supply sources, business opportunities for new or developing business, plans and models, and Client owned trade secrets.

Fees means the Set Up Fee and the Services Fees.

Force Majeure Event means any event or circumstance beyond a party’s reasonable control which could not reasonably have been foreseen or prevented, including but not limited to acts of God, natural disasters, fire, flood, earthquake, pandemic or epidemic, public health emergencies, acts of war, terrorism, civil unrest, strikes or industrial disputes, government orders, laws or restrictions, failure of utilities, telecommunications or internet services, or cyber incidents not caused by the affected party’s negligence.

GST has the meaning as in the GST Act.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Proposal means the written proposal provided by the Service Provider to the Client to which these Terms are annexed or otherwise referenced.

Services mean provision of the services as defined in the Proposal by the Service Provider to the Client by a Virtual Assistant.

Services Fees means the fees to be charged by the Service Provider for the Services as detailed in the Proposal.

Set Up Fee means the set up fees to be charged by the Service Provider associated with setting up the provision of the Services as detailed in the Proposal.

Virtual Assistant means the person (or persons) employed or engaged by the Service Provider to perform the Services from time to time.

1. DESCRIPTION OF SERVICES AND TERM

The Agreement shall commence on the Commencement Date.

The Agreement shall have a minimum term of 3 months, following the expiry of which it shall continue for an indefinite period unless and until terminated by either the Service Provider or the Client in accordance with these Terms.

2. DELIVERY OF THE SERVICES

The Service Provider will provide the Services with due care and skill and in accordance with the Client’s lawful and reasonable instructions and directions.

The Service Provider will, from time to time, allocate a Virtual Assistant who it believes is best suited to provide the Services, the Client's specific requirements and the time zone in which the Client operates.

The Client must provide sufficient information and guidance to the Service Provider in order for each allocated Virtual Assistant to properly provide the Services, including relevant instruction and guidance to the Virtiual Assistant to ensure that they are sufficiently able to carry out the Services.

To the extent that the Virtual Assistant is not available (due to matters such as their working hours, time zone differences, personal circumstances or other unavailability), the Service Provider is contactable and is able to provide replacement Virtual Assistant support as is necessary.

In the event that the Virtual Assistant is unable to perform the Services due to:

(a) the taking of holiday or vacation leave, the Service Provider will endeavour to provide the Client at least 2 weeks’ advance notice of such unavailability; or

(b) illness or other reason, the Service Provider will notify the Client as soon as possible;

and in such a case the Service Provider will contact the Client to provide alternate Virtual Assistant support to perform the Services, or such other alternative arrangements as required, during such periods.

3. VARIATION OF THE SERVICES

The parties may agree to vary or add to the Services however any variation must be agreed to by the parties in writing.

4. PAYMENT FOR SERVICES

The Client shall pay the Set Up Fee (if applicable) and the Services Fees within 14 days of receipt of invoice from the Service Provider.

The Set Up Fee will be invoiced on the Commencement Date.

Services Fees will be invoiced monthly in advance and calculated on a flat monthly fee to cover fluctuations in the number of days during which Services shall be provided in that month.

During the Agreement, the Service Provider may increase the Services Fee to reflect any increase in the costs incurred by the Service Provider in providing the Services. In such a case, the Service Provider will notify the Client of any such increase and that increase will take effect one month from the date written notice of the increase has been given to the Client.

All services provided by the Service Provider to the Client which are additional to the Services (Additional Services), shall be invoiced at the end of each month in which such Additional Services are provided.

Credits shall only be issued in the case where the Services were not able to be performed in a given month due to the unavailability of a Virtual Assistant, and will not be issued due to the non-performance of the Services beyond the reasonable control of the Service Provider including, but not limited to,

(a) global and/or national public holidays, or

(b) due to a lack of work provided by the Client necessary to perform the Services.

5. TERM/TERMINATION

Either party may terminate the Agreement at any time provided that, in the case of:

(a) the Service Provider giving notice, it shall, at its option, either continue to provide the Services to the end of the month in which notice is given, or elect to immediately cease providing the Services and credit the Client for any invoiced amount associated with the provision of Services from the date notice is given to the end of that month; and

(b) the Client giving notice, it shall remain liable to pay the Services Fee to the end of the month in which notice is given whether or not it requires the Services to be provided during that period.

On termination of the Agreement by either party, the Service Provider shall invoice the Client for any payment due by the Client, and the Client shall pay all invoiced amounts immediately upon receipt.

6. PROTECTION OF CLIENT CONFIDENTIAL INFORMATION AND NON-SOLICITATION

The Service Provider shall not, at any time either during the term of the Agreement or following its termination, misuse or disclose to a third party, any Confidential Information other than as permitted under the Agreement, any applicable law or which is in the public domain other than as a result of a breach of the Agreement by the Service Provider.

On termination of the Agreement, the Service Provider will return to the Client all records, notes documentation and other items comprising Confidential Information created or controlled by the Service Provider during the term of the Agreement (save for any items purchased by the Service Provider and not reimbursed by the Client).

The Service Provider agrees that during the term of the Agreement and for a 2 year period following the termination of the Agreement, it shall not, directly or indirectly, solicit or attempt to solicit any customer or supplier of the Client other than as contemplated in the provision of the Services.

7. DATA AND CYBER SECURITY

The Service Provider shall take reasonable administrative and technical measures to protect the confidentiality and security of Confidential Information to which it has access. The Client, however, acknowledges that no electronic transmission, storage system, or third-party platform is completely secure.

To the maximum extent permitted by law, the Service Provider shall not be liable for any loss, damage, unauthorised access, data breach, corruption, delay, or interception of data arising from:

(a) the use of the Client’s systems, accounts, software, cloud services, or third-party platforms;

(b) cyber-attacks, hacking, malware, phishing, ransomware, or other security incidents beyond the Service Provider’s reasonable control;

(c) security failures attributable to the Client’s systems, credentials, access permissions, or failure to implement appropriate security measures; or

(d) the Client’s instructions to use specific platforms, tools, or processes.

The Client remains responsible for maintaining appropriate cybersecurity measures, access controls, backups, and compliance with applicable data protection laws. The Service Provider does not warrant that its services will be uninterrupted, error-free, or immune from security incidents.

8. RELATIONSHIP OF PARTIES

The Service Provider is engaged by the Client as an independent contractor and nothing in the Agreement constitutes the Service Provider (or any Virtual Assistant) to be an employee, agent, partner or joint venturer of the Client.

The Client will not be responsible for the payment of any employment-related benefits, including any wage or salary benefits, legislative based benefits, health insurance benefits or vacation benefits, concerning or associated with the Virtual Assistant employed by the Service Provider to perform the Services.

9. RESTRICTION ON THE ENGAGEMENT OF VIRTUAL ASSISTANTS BY THE CLIENT

During the term of the Agreement and for a period of 12 months following its termination or expiry, the Client shall not, without the prior written consent of the Service Provider, directly or indirectly solicit, engage, or employ (whether as an employee, contractor, consultant, or otherwise) any Virtual Assistant introduced or supplied by the Service Provider to perform the Services within the previous 12 month period.

In the event that the Client:

(a) breaches this obligation (Breach Event); or

(b) otherwise notifies the Service Provider that it wishes to, directly or indirectly, employ or engage any such Virtual Assistant (Recruitment Event);

the Client agrees to pay to the Service Provider an introduction fee equal to an amount equal to the greater of (as determined by the Service Provider):

(c) 20% of the anticipated service fees that the Virtual Assistant was likely to generate for the Service Provider over the following 12 month period (less the Virtual Assistant’s anticipated direct employment costs payable by the Service Provider over that period); and

(d) 20% of the Virtual Assistant’s anticipated direct employment costs payable by the Service Provider over the following 12 month period;

payable within 14 days of receipt of the Service Provider’s invoice following the Breach Event or the Recruitment Event (as applicable).

The parties acknowledge and agree that the above amount payable, either as a consequence of a Breach Event or a Recruitment Event, is a genuine pre-estimate of the loss (or loss of opportunity) likely to be suffered by the Service Provider as a result of the Breach Event or a Recruitment Event, and reflects, among other things, the Service Provider’s costs of recruitment, onboarding, training, administration, lost opportunity, and business development, as well as the difficulty of precisely calculating such loss.

The parties further agree that the amount is reasonable and proportionate and is not intended to operate as a penalty.

This clause applies whether the Virtual Assistant is employed or engaged directly by the Client or through an associated entity of the Client (as that expression is defined in the Corporations Act 2001 (Cth)).

10. WORK PRODUCT OWNERSHIP

Any works copyrighted, ideas, discoveries, inventions, patents, products, or other information (collectively Work Product) developed in whole or in part by the Service Provider in connection with the Services shall be the exclusive property of the Client. Upon request, the Service Provider shall sign all documents reasonably necessary to confirm or assign exclusive ownership in the Work Product to the Client.

11. LIABILITY

To the maximum extent permitted by law, the Service Provider will not be liable for any loss, damage, cost, or expense arising out of or in connection with:

(a) any act, omission, or decision taken by the Client based on information, Work Product, or assistance provided by the Service Provider, its staff, contractors or agents (including all Virtual Assistants);

(b) errors, delays, or failures resulting from incomplete, inaccurate, or late information or instructions provided by the Client;

(d) third-party platforms, software, systems, service providers, or outages beyond the Service Provider’s reasonable control; or

(e) unauthorised access to the Client’s systems, accounts, or data where such access was not caused by the Service Provider’s negligence.

Without limiting the generality of the above:

(a) the Service Provider shall not be liable for any indirect, incidental, special, consequential, or economic loss or damage, including but not limited to loss of profits, revenue, data, business, or anticipated savings, arising out of or in connection with the provision of the Services; and

(b) the Service Provider’s total aggregate liability, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with the Agreement shall be limited to the total Fees paid by the Client to the Service Provider in the 3 months preceding the event giving rise to the claim.

The Service Provider does not provide legal, financial, tax, or professional advice, and the Client acknowledges that it remains solely responsible for all business, financial, and compliance decisions.

Nothing in this Agreement shall limit or exclude liability which cannot lawfully be limited or excluded.

12. FORCE MAJEURE

Neither party shall be liable for any failure or delay in the performance of its obligations under the Agreement (other than payment obligations) to the extent that such failure or delay is caused by a Force Majeure Event.

The affected party must promptly notify the other party of the Force Majeure Event and take reasonable steps to mitigate its effects. Performance of the affected obligations shall be suspended for the duration of the Force Majeure Event.

If the Force Majeure Event continues for a period of more than 30 days, either party may terminate the Agreement by written notice without liability, other than in respect of accrued rights and obligations prior to termination.

13. SEVERABILITY

The parties acknowledge and agree that:

(a) the provisions of these Terms are reasonable in the circumstances and that each provision is and will be deemed to be severable and independent; and

(b) if all or any part of any provision of these Terms is judged invalid or unenforceable, it will be deemed to be deleted and will not affect the validity or enforceability of the remaining provisions of these Terms.

14. GOVERNING LAW AND JURISDICTION

The Agreement is governed by, and is to be construed in accordance with, the laws of South Australia, Australia. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of South Australia, Australia.

15. GST

Words and phrases defined in the GST Act have the same meaning in the Agreement unless the context indicates otherwise.

Unless specified otherwise, any amount payable by a party under the Agreement has been calculated without reference to GST and a party liable to make a payment under the Agreement must pay, in addition to the Fees, any GST payable in respect of the Fees.

Version dated: January 2026