Experia Growth Pty Ltd ABN 56 683 821 490

These are the terms and conditions under which Experia Growth provides its services. We have written them to be as clear and straightforward as possible. If anything is unclear, please contact us at info@experiagrowth.com.au before accepting a Quote — we are happy to talk it through. Defined terms (shown in bold on first use) are explained in the Definitions section at the end of this document. Where a Quote is accepted, these Terms and Conditions and the Quote together form the entire agreement between us (the Agreement).

1. Acceptance

1.1 You have requested the Services set out in the Quote, and you accept this Agreement by:

(a) signing and returning the Quote;

(b) sending an email accepting the Quote (expressly or by implication); or

1.2 Nothing in this Agreement creates an employer–employee relationship between us (including our employees and contractors) and you.

1.3 Please read this Agreement carefully and contact us if you have any questions.

2. Services

2.1 We agree to provide you with the Services described in the Quote, in accordance with this Agreement and all relevant laws.

2.2 You acknowledge and agree that any dates for delivery or completion notified by us are estimates only, and we will have no Liability to you for failing to meet any delivery or milestone date.

2.3 We may provide the Services to you using our Personnel, and they are bound by the terms of this Agreement.

2.4 All variations to the Services must be agreed in writing between the Parties. Variations will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably determined by us. If we consider that any instruction or direction from you constitutes a variation, we are not obliged to comply with that instruction or direction unless it has been agreed in accordance with this clause 2.4.

3. Fees and Payment

3.1 You agree to pay us the Fee and all other reasonable expenses or disbursements properly incurred by us in the provision of the Services, in accordance with the Payment Terms set out in the Quote. All amounts are stated in Australian dollars and are exclusive of GST unless otherwise stated.

3.2 Unless otherwise agreed between the Parties, any deposit specified in the Quote must be paid before we commence the Services.

3.3 You agree that we are entitled to reasonably vary our rates during the term of this Agreement by providing written notice to you at least one month prior to the change being implemented.

3.4 If any amounts remain unpaid seven days after the payment date, we may:

(a) charge interest at a rate equal to the Reserve Bank of Australia's cash rate from time to time plus 8% per annum, calculated daily and compounding monthly; or

(b) suspend the provision of the Services until we receive payment in full.

4. Your Obligations and Warranties

You represent, warrant, acknowledge and agree that:

(a) there are no legal restrictions preventing you from engaging us or agreeing to this Agreement;

(b) you will cooperate with us and provide all documentation, information, instructions and access necessary to enable us to provide the Services, as requested by us from time to time, in a timely manner;

(d) you will not infringe any third-party rights in working with us and receiving the Services;

(e) you will provide us and our Personnel with sufficient access, reasonably free from harm or risk to health or safety, to any relevant premises (including facilities at those premises) to enable us to provide the Services, including at such dates and times as we may reasonably request; and

(f) you are responsible for obtaining, and providing to us if necessary, any access, consents, licences, approvals and permissions from other parties necessary for the Services to be provided, at your cost.

5. Your Statutory Rights

5.1 Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth) and similar consumer protection laws and regulations, may confer on you rights, warranties, guarantees and remedies relating to the Services which cannot be excluded, restricted or modified (Statutory Rights). Nothing in this Agreement excludes your Statutory Rights as a consumer under the ACL.

5.2 You agree that our Liability for the Services is governed solely by the ACL and this Agreement.

5.3 Subject to your Statutory Rights, we exclude all express and implied warranties, representations and guarantees of any kind (whether under statute, law, equity or on any other basis) and all materials, work and Services are provided to you without warranties, representations or guarantees of any kind.

6. Financial and Professional Advice Disclaimer

6.1 Experia Growth does not hold an Australian Financial Services Licence (AFSL) or a tax agent licence. We are not authorised to provide financial advice, taxation advice or to act as a broker where the raising of capital is required. You should obtain independent professional advice before implementing any financial, taxation or capital-raising actions.

6.2 Our deliverables and proposed actions are based on information obtained in good faith. There can be no guarantee that future events will unfold exactly as predicted, and we do not accept any Liability in this regard.

7. Financial Models and Forecasts

7.1 Where the Services include the preparation of financial models, cashflow forecasts, scenario analyses or other forward-looking financial information, those outputs are based on information and assumptions provided by you.

7.2 Experia Growth applies skill generally accepted in the industry in preparing such outputs, but makes no warranty as to the accuracy of any forward-looking financial information. The quality and reliability of financial models and forecasts is directly dependent on the accuracy and completeness of the information you provide to us.

7.3 Financial models and forecasts are provided for planning and decision-support purposes only. They do not constitute financial advice (see clause 6).

8. Collaboration Partners

8.1 Where the Services involve the engagement of specialist collaboration partners (Collaboration Partners), details of those partners and their specific deliverables will be set out in the Quote.

8.2 Each Collaboration Partner is an independent specialist. Experia Growth accepts no liability for the quality, accuracy, timeliness or outcome of any Collaboration Partner's work.

8.3 Any services you commission from a Collaboration Partner beyond the deliverables specified in the Quote are engaged and contracted directly between you and the Collaboration Partner. Experia Growth has no role in, and accepts no Liability for, those additional engagements.

8.4 Where the Services include an introduction to potential funders, investors or other third parties, that introduction constitutes an introduction only. It is not a guarantee of funding, investment or any particular outcome. Funding and investment decisions rest entirely with the relevant funder or investor.

9. Right of Substitution

9.1 Use of sub-contractors. Unless otherwise stated in the Quote, we may, at our absolute discretion, engage a third-party sub-contractor to perform some or all of our obligations under this Agreement. You will not hire or engage any third parties to assist with the provision of the Services without our prior written consent.

9.2 Use of Personnel. If you advise us in writing and have reasonable grounds (which have been disclosed to and discussed with us), you may require us not to permit a certain person or persons employed or contracted by us to carry out the Services. Where you make such a request:

(a) we must, as soon as reasonably practicable, cease the use of that person or persons in the delivery of the Services; and

(b) we must nominate an alternative person or persons as are reasonably acceptable to you.

10. Term and Termination

10.1 This Agreement commences on the Start Date and continues until the End Date, unless terminated earlier in accordance with its terms.

10.2 Either Party may terminate this Agreement if the other Party breaches a material term and that breach has not been remedied within 10 business days of being notified by the non-breaching Party.

10.3 Either Party may terminate this Agreement for convenience by providing 30 days' written notice to the other Party.

10.4 On termination or expiry of this Agreement, you agree that:

(a) any amounts paid for Services already rendered by us are non-refundable;

(b) you will pay us all amounts due and payable under this Agreement (including for all Services provided up to the date of termination) as a debt immediately due and payable; and

(c) you will return, or give us access to recover, all property belonging to us on request (including any Intellectual Property or Confidential Information), and provide us or our Personnel with such rights of access as are necessary to exercise our rights under this clause.

10.5 The accrued rights, obligations and remedies of the Parties are not affected by the termination of this Agreement.

11. Liability, Indemnity and Exclusions

11.1 Limitation of liability. Despite anything to the contrary, to the maximum extent permitted by law:

(a) neither Party will be liable for any Consequential Loss;

(b) a Party's liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and

(c) unless the Quote specifies otherwise, our maximum aggregate Liability in relation to the provision of the Services or this Agreement will be limited to, at our sole discretion, either re-performing the relevant work or repaying you the amount of the Fee paid by you to us in respect of the Services to which the Liability relates.

11.2 Enhanced liability cap for tailored engagements. Where the Quote expressly specifies a higher liability cap, our maximum aggregate Liability will be limited to the amount stated in the Quote (which will not exceed two times the total fees invoiced under that engagement).

11.3 Indemnification. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses (excluding Consequential Loss), damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount, which result from or arise out of any act or omission of the indemnifying Party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

12. Force Majeure

12.1 Neither Party will be liable for any delay or failure to perform its obligations under this Agreement (other than an obligation to pay money) if the delay or failure results from a Force Majeure Event.

12.2 The affected Party must:

(a) promptly notify the other Party of the Force Majeure Event, including the expected duration and the obligations affected;

(b) use all reasonable efforts to mitigate the effect of the Force Majeure Event on its performance of this Agreement; and

12.3 If a Force Majeure Event continues for more than 60 consecutive days, either Party may terminate this Agreement by providing written notice to the other Party. On termination under this clause:

(a) you will pay us for all Services performed up to the date of termination; and

(b) neither Party will have any further Liability to the other arising from the termination, except for accrued rights and obligations.

13. Intellectual Property

13.1 The Parties agree that, other than as expressly provided in this clause, nothing in this Agreement transfers or grants to any Party any right, title or interest in or to any Intellectual Property in any Background IP. We grant to you a worldwide, royalty-free, perpetual, irrevocable, transferable, non-exclusive licence to use the Background IP to the extent necessary for you to derive full benefit from our delivery of the Services.

13.2 As between the Parties, all Intellectual Property Rights developed, adapted, modified or created by or on behalf of us or our Personnel in connection with this Agreement or the provision of the Services will at all times vest, or remain vested, in you.

13.3 You grant us a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, for the duration of this Agreement, to use your and your Personnel's Intellectual Property for the performance of our obligations under this Agreement.

13.4 You agree that we own all Intellectual Property Rights in all Intellectual Property owned, licensed or developed by or on behalf of us or our Personnel before the Start Date and/or developed by us or our Personnel independently of this Agreement. Nothing in this Agreement constitutes a transfer or assignment of any of our Intellectual Property Rights unless expressly stated.

13.5 Templates and techniques. For the avoidance of doubt, we retain the right to reuse any templates, methodologies, frameworks, tools and business strategies or techniques developed or refined in the course of providing the Services, provided that any reuse does not disclose your Confidential Information.

13.6 Modified documents. Where we provide you with documents, reports or other deliverables, you may use and reproduce those deliverables for your own purposes. However, if you materially modify a deliverable beyond formatting changes or verbatim extraction for your own marketing materials, you may not represent that the modified version was prepared by Experia Growth.

14. Confidentiality

14.1 Subject to clauses 14.2 and 14.3, both Parties must (and must ensure that their Personnel) keep confidential, and not use or permit any unauthorised use of, all Confidential Information.

14.2 Clause 14.1 does not apply where:

(a) the disclosure is required by law;

(b) the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement, provided that the Party ensures the adviser complies with the terms of clause 14.1; or

(c) the disclosure is to a third party with whom Experia Growth holds a separate confidentiality agreement (for example, a Collaboration Partner), and the disclosure is reasonably necessary for the provision of the Services. In such cases, Experia Growth will ensure that the third party is bound by confidentiality obligations no less stringent than those in this clause 14.

14.3 Each Party must:

(a) only use Confidential Information for the purpose of performing its obligations or exercising its rights under this Agreement;

(b) store Confidential Information in a safe and secure manner and take reasonably necessary steps and precautions to ensure that Confidential Information is kept confidential and is not used or disclosed without authorisation; and

(c) immediately notify the other Party of any suspected or actual unauthorised access, use, copying or disclosure of Confidential Information.

14.4 Return of Confidential Information. On termination of this Agreement (however occurring), or at any time on the disclosing Party's request, the receiving Party must:

(a) promptly deliver up all physical and electronic embodiments of the Confidential Information in its possession, custody or power; and

(b) not retain copies of any Confidential Information.

Where Confidential Information or Intellectual Property is stored electronically, the disclosing Party may require the receiving Party to permanently delete or erase the information so that it cannot be retrieved.

15. Data Protection and Privacy

15.1 Each Party must comply with all applicable privacy and data protection laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs), to the extent they apply to that Party's handling of Personal Information in connection with this Agreement.

15.2 Where we collect, use, store or disclose Personal Information on your behalf or in the course of providing the Services, we will:

(a) only collect, use and disclose Personal Information to the extent reasonably necessary for the provision of the Services;

(b) take reasonable steps to protect Personal Information from misuse, interference and loss, and from unauthorised access, modification or disclosure;

(c) not transfer Personal Information outside Australia without your prior written consent, unless required by law or where the overseas recipient is subject to substantially similar privacy obligations;

(d) immediately notify you of any actual or suspected data breach involving Personal Information, and cooperate with you in responding to the breach, including compliance with any mandatory data breach notification obligations under the Privacy Act 1988 (Cth); and

(e) on termination of this Agreement, at your direction, return or securely destroy all Personal Information in our possession or control, except to the extent we are required by law to retain it.

15.3 You warrant that you have obtained all necessary consents, and have made all necessary disclosures, required under applicable privacy laws in respect of any Personal Information you provide to us in connection with the Services.

15.4 To the extent that Experia Growth is not an "APP entity" within the meaning of the Privacy Act 1988 (Cth), we will nevertheless handle Personal Information in accordance with the principles set out in this clause 15 as a matter of good practice.

16. Marketing and Logo Use

16.1 You agree that Experia Growth may refer to you as a client and use your name and logo in our marketing materials (including on our website, in presentations and in proposals) unless you notify us in writing that you do not wish us to do so.

16.2 If you notify us in writing that you do not wish to be referenced, we will remove your name and logo from our materials within a reasonable time of receiving your written request.

16.3 You may not use Experia Growth's name, logo or branding, or represent that Experia Growth has endorsed your business, products or services, without our prior written consent. You may, however, reproduce verbatim and in context any statement Experia Growth has provided to you for that purpose.

17. Anonymised Data and Case Studies

17.1 You agree that Experia Growth may use anonymised and de-identified data, metrics and case studies derived from the Services for marketing, business development, training, research and promotional purposes.

17.2 Anonymised data and case studies will not identify you, your business or any individual associated with your business without your prior written consent.

18. Non-Solicitation

18.1 During the term of this Agreement and for a period of 12 months after its termination or expiry, neither Party will, without the prior written consent of the other Party, directly or indirectly solicit, entice or attempt to entice away any employee, contractor or consultant of the other Party who was involved in the provision or receipt of the Services.

18.2 This clause does not prevent either Party from:

(a) placing a general advertisement for a position (including through a recruitment agency) that is not specifically targeted at the other Party's Personnel; or

(b) hiring a person who responds to such a general advertisement, provided that the hiring Party did not encourage or facilitate that person's response.

18.3 If a Party breaches this clause 18, the breaching Party will pay to the other Party, as a genuine pre-estimate of damages and not a penalty, an amount equal to 50% of the relevant person's annualised remuneration (or the annualised contract value, for a contractor) as at the date of their departure.

19. Insurance

19.1 Experia Growth will maintain, for the duration of this Agreement and for a period of 12 months after its termination or expiry:

(a) professional indemnity insurance of not less than $1,000,000 per claim; and

(b) public liability insurance of not less than $5,000,000 per occurrence.

19.2 Upon your reasonable written request, we will provide you with a certificate of currency confirming the insurances referred to in clause 19.1.

19.3 The maintenance of insurance under this clause does not limit or otherwise affect our obligations or liabilities under this Agreement.

20. Anti-Bribery and Modern Slavery

20.1 Each Party warrants that it will comply with all applicable anti-bribery and anti-corruption laws, including the Criminal Code Act 1995 (Cth) (Division 70 — Bribery of foreign public officials), and will not engage in any activity, practice or conduct which would constitute an offence under those laws.

20.2 Each Party warrants that it will not, in connection with this Agreement:

(a) offer, promise, give, request, agree to receive, or accept any financial or other advantage intended to induce or reward improper performance of any function or activity; or

(b) make or receive any facilitation payments.

20.3 Each Party warrants that it will take reasonable steps to ensure that modern slavery (as defined in the Modern Slavery Act 2018 (Cth)) does not take place in its business or supply chains in connection with this Agreement. Each Party will:

(a) implement and maintain its own policies and procedures to ensure compliance with applicable modern slavery laws;

(b) not knowingly engage in, facilitate or permit modern slavery practices; and

(c) promptly notify the other Party if it becomes aware of any actual or suspected modern slavery in its business or supply chains connected to this Agreement.

20.4 A breach of any provision of this clause 20 will be deemed a material breach of this Agreement for the purposes of clause 10.2.

21. Disputes

21.1 A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek, in good faith, to resolve the Dispute.

21.2 If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on the identity of the mediator, either Party may ask the Law Society of Western Australia to appoint a mediator.

21.3 The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties.

21.4 Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

22. Governing Law and Jurisdiction

22.1 This Agreement is governed by the laws of Western Australia.

22.2 Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Western Australia and any courts entitled to hear appeals from those courts, and waives any right to object to proceedings being brought in those courts.

23. General

23.1 GST. If and when applicable, GST payable on the Fee will be set out in our invoice. You agree to pay the GST amount at the same time as you pay the Fee.

23.2 Notices. Any notice given under this Agreement must be in writing and addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of email.

23.3 Severance. If any provision (or part of it) under this Agreement is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If it cannot be so interpreted, then the provision (or part of it) must be severed from this Agreement and the remaining provisions of this Agreement remain valid and enforceable.

23.4 Waiver. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

23.5 Assignment. Neither Party will voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the other Party.

23.6 Entire Agreement. You agree that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

23.7 Survival. Clauses 3, 5, 6, 7, 8, 11, 13, 14, 15, 16, 17, 18, 19, 20 and 23 will survive the termination or expiry of this Agreement.

24. Definitions and Interpretation

24.1 Any reference to "Services" may mean "Goods and/or Services", as the case may be.

24.2 In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Quote, within these Terms and Conditions, and as follows:

Agreement means these Terms and Conditions and the Quote, together forming the entire agreement between the Parties.

Background IP means the Intellectual Property of a Party which was in existence prior to the commencement of this Agreement, or which is subsequently developed by that Party independently of and for purposes unconnected with this Agreement.

Collaboration Partner means a third-party specialist engaged by or through Experia Growth to deliver specific components of the Services, as identified in the Quote.

Confidential Information includes information which:

(a) is disclosed in connection with this Agreement at any time;

(b) is prepared or produced under or in connection with this Agreement at any time;

(d) relates to the subject matter of, the terms of, and/or any transactions contemplated by this Agreement,

whether or not such information or documentation is reduced to a tangible form or marked in writing as "confidential", and howsoever a Party receives that information.

Consequential Loss includes any consequential, special or indirect loss, damage or expense including any real or anticipated loss of revenue, loss of profit, loss of use, loss of occupation, loss of benefit, loss of financial opportunity, or economic loss, whether arising out of a breach of this Agreement, at law, under any statute, in equity, or in tort (including negligence).

End Date means the end date specified in the Quote.

Fee means the fee specified in the Quote.

Force Majeure Event means an event or circumstance beyond the reasonable control of the affected Party, including (without limitation) acts of God, natural disasters, epidemics, pandemics, fire, flood, earthquake, storm, lightning, drought, war, armed conflict, terrorism, civil unrest, government sanctions, embargoes, changes in law or regulation after the date of this Agreement, power failures, telecommunications failures, strikes or industrial action (other than by the affected Party's own Personnel), or any other event or circumstance that could not have been reasonably foreseen or avoided by the affected Party.

Intellectual Property means any copyright, registered or unregistered design, patent or trade mark rights, domain names, know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

Intellectual Property Rights means, for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort including negligence, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent, and whether involving a third party, a Party or otherwise.

Parties means Experia Growth and the client identified in the Quote, together; and Party means either one of them.

Payment Terms means the payment terms specified in the Quote.

Personal Information has the meaning given to it in the Privacy Act 1988 (Cth).

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents.

Quote means the quotation issued by Experia Growth to which these Terms and Conditions are attached or referred to, including any schedules, appendices or statements of work forming part of that quotation.

Services means the services described in the Quote.

Start Date means the start date specified in the Quote.

Experia Growth Pty Ltd ABN 56 683 821 490 c/- Calder Roth & Co, Level 2, 34 Colin St, West Perth, WA 6005 www.experiagrowth.com.au | info@experiagrowth.com.au

Last updated: March 2026