TERMS OF BUSINESS OF SNELLEMAN TOM PTY LTD

This document together with the Engagement Letter, form the Contract between the client, the entities listed and Snelleman Tom Pty Ltd. The terms defined in the Engagement Letter have the same meaning in these Terms of Business.

1. SERVICES

We will provide the services described in our Engagement Letter.

Our work will be based solely on the information provided, the circumstances made known to us and the assumptions set out in our correspondence. We rely on you bringing to our attention as soon as possible any changes in the information as originally presented as it may impact on our advice.

We will rely on the information supplied by you in performing our services under this agreement and will not independently verify the accuracy of such information. As appropriate, however, we may seek clarification of information or ask you for additional information.

Changes in the law and in interpretations may take place before our advice is acted upon or may be retrospective in effect and we assume no responsibility for changes occurring after the date of completion of the relevant services.

Time Scale: We will use our best endeavours to carry out our obligations in the Engagement Letters or otherwise agreed. However, unless both of us specifically agree otherwise in writing, the dates contained in the Engagement Letters or otherwise advised are indicative dates intended for planning and estimating purposes only and are not contractually binding.

Changes to services: Either of us may request changes to the services to be provided or changes to any other aspect of the Terms of Business. Both of us agree to work together to enable both parties to assess the impact of any requested changes on the cost, timing or any other aspect of the services.

2. REPORTING

We will report to you in accordance with the terms set out in the Engagement Letter. You may make copies of any reports for your own internal use but you must not provide the report or copies of it to any third party without first obtaining our written consent. Such consent will only be granted on the terms we deem appropriate which will include that we accept not duty or responsibility to any other party who may seek to rely on our report. In some cases appropriate releases from third parties may be required.

Intellectual property: Intellectual property rights in all documentation, system, materials, methodologies and processes brought to the assignment or created in the course of the assignment shall remain and be vested in Snelleman Tom Pty Ltd.

3. INFORMATION

You agree to provide in a timely fashion all information and documents reasonably required to enable us to provide the services. Unless otherwise stated in the Engagement Letter, we will not independently verify the accuracy of such information and documents and we will not be liable to any loss or damage arising from any inaccuracy or other defect in any information or documents supplied by you.

4. FEES AND PAYMENT

How fees will be calculated: Unless otherwise agreed, our fees are negotiated on a 'price upfront policy' which will be communicated to you prior to starting your work.

Taxes: Our fees and, where applicable, out-of-pocket expenses and other expenses (our 'Billings') are exclusive of any Goods and Services Tax that may apply to the services, goods or other things we supply. Our billings will be increased to reflect the amount of any such tax.

Payment of invoices:

Snelleman Tom will invoice 50% of the total fee value on acceptance, and the balance when the work is completed.
Invoices are due and payable 14 days from date of issue.
Credit card payment is available; a surcharge of 1% applies to cover the costs charged to us by our Bank.
Snelleman Tom offers a monthly payment option through Smartfee via direct debit or credit card.
If an invoice is unpaid Snelleman Tom will place the client on a credit stop.

Interest on Overdue Accounts: We are not obliged to, nor is it our policy to, extend credit to our clients. If you do not pay our accounts when due, then we may charge you interest on the amount of the unpaid account on and from the 15^th day at a rate of 8% per annum.

Debt Recovery Costs: As a further step in ensuring we are paid for the work we undertake on your behalf, you irrevocably authorise us to take steps necessary for us to recover outstanding monies owed to us, including any costs incurred should a collection agency be used to recover an unpaid account; this is charged at 20% of the total debt owed.

5. CONFIDENTIALITY

To afford the maximum protection to your confidential interests, all employees of Snelleman Tom Pty Ltd are employed under a service contract which contains a clause strictly forbidding the unauthorised disclosure of information.

6. COMMUNICATION

During our performance of the services we may wish to send messages and/or documents to each other by email. As email carries with it the possibility of inadvertent misdirection, or non-delivery of confidential material, unless you notify us otherwise you consent to the use of email.

Where message are sent by email, we will adopt the following procedures and require you to do likewise:

If sending a confidential email message, the sender will indicate a response is not wanted in an electronic form. All risks connected with sending by email commercially sensitive information relating to your business are borne by you and are not our responsibility. If you do not accept this risk, you should notify us in writing that email is not an acceptable means of communication.
Both parties will carry out procedures to protect integrity of data, in particular, it is the recipient's responsibility to carry out a virus check on any attachments before launching any documents, whether received on disk or otherwise.

7. JURISDICTION

Applicable law: This Contract shall be governed by and in accordance with the laws of Australia.

Resolving disputes: Should any dispute arise between us we will attempt to resolve the dispute in good faith by senior level negotiations. Where both of us agree that it may be beneficial we will seek to resolve the dispute through mediation. If the dispute is not resolved through negotiation or mediation each of us agrees that the Australian Courts will have exclusive jurisdiction in connection with the resolution of the dispute.

8. GENERAL

Entire Agreement: This Contract comprising the Engagement Letter and Terms of Business forms the entire agreement between us in relation to the services. It replaces and supersedes any previous proposals, correspondence, understandings or other communications whether written or oral.