Service Agreement

1. Definitions

In this Agreement, the following words have the meanings set out below.

2. The Service

a) From the Commencement Date, the Company will provide the Service to the Client in exchange for the Client paying the Fees.

b) The Service includes:

• Acting as an Eligible Recipient under applicable Whistleblower Laws and the Client’s whistleblower policy
• Receiving Reports from reporters via the channels set out in Schedule 2
• Triaging Reports, which means the Company will:
  • Take a full record of the report and obtain as much information as possible from the reporter
  • Seek the reporter’s consent to disclose their information and/or details to the Client
  • Where consent is given — refer the report to the Client’s nominated contact with the reporter’s information and details
  • Where consent is not given — clean and filter any identifying information from the report before referring it to the Client, so the Client receives an anonymous report it can act on
• Referring Reports to the Client’s nominated contact so the Client can determine next steps — whether to handle the matter internally or engage the Company for further work
• Taking no action beyond receiving, triaging, and referring — the Company will not take any action in respect of a Report, including contacting any person or escalating any matter, without the Client’s prior consent
• Reporting — providing de-identified reports on complaint volumes and types at agreed intervals

c) The number of Reports included in the Service is set out in Schedule 1. The included Report cap:

• resets annually from the Commencement Date
• does not accrue or carry over — unused Reports in any annual period expire and cannot be used in a subsequent period
• additional Reports beyond the included cap in any annual period are available at the rates set out in Schedule 1

d) The Service does not include investigation, workplace assessment, mediation, legal advice, or disciplinary action. Where the Client requires further work following receipt of a Report, the Company will negotiate a separate scope and price for that engagement — typically through Emverio Workplace Investigations or Emverio Workplace Mediations.

e) The Client will:

• Update its whistleblower and complaints policies to reference Emverio as an external reporting channel
• Provide the Company with its current policies and procedures (and updates as they occur)
• Nominate authorised contacts to receive referrals from the Company
• Include information about the Service in its staff induction and training programs

f) The Company will provide the Service:

• competently and with due care and skill
• in compliance with the Client’s whistleblower and complaints policies
• in compliance with all applicable laws, including the Privacy Act and Whistleblower Laws
• in accordance with the Client’s reasonable and lawful instructions

3. Personnel

a) The Company will ensure that all Personnel providing the Service:

• have the necessary training, skills, experience, and temperament to provide the Service
• receive ongoing professional development to maintain those competencies
• are familiar with and comply with the Client’s policies and applicable Whistleblower Laws

b) The Company will comply with all obligations to its Personnel under applicable industrial and employment laws, including Modern Slavery Laws.

4. Fees and Payment

a) The Client agrees to pay the Fees in accordance with Schedule 1 (Pricing Schedule).

b) All Fees are exclusive of GST. Where GST applies, it will be added to the invoice.

c) The Company will issue tax invoices in accordance with the GST Law. Payment is due within 21 days of the invoice date.

d) When making payment, the Client must quote the relevant invoice number and reference.

e) The Company will not charge any amount beyond the agreed Fees without first: (i) scoping the additional work with the Client; and (ii) obtaining the Client’s written consent to that additional cost. There are no hidden fees. The Client will never receive an invoice for work that was not agreed in advance.

f) Any Fees outstanding at the Termination Date must be paid within 21 days of that date.

5. Client’s Obligations

During the term of this Agreement, the Client will:

• a) Co-operate with the Company as reasonably required to enable effective delivery of the Service
• b) Provide accurate information and documentation that the Company reasonably requires
• c) Maintain appropriate internal policies and procedures, including a whistleblower policy (required for most companies under the Corporations Act), complaints handling procedures, and policies aligned with the Work Health and Safety Act 2011 (Cth) and applicable state equivalents
• d) Ensure nominated contacts are authorised to receive referred reports and understand their confidentiality obligations
• e) Use the Service for lawful workplace reporting purposes only
• f) Communicate openly with the Company about the operation of the Service to allow both Parties to fulfil their obligations effectively

6. Confidentiality

a) The Company must keep the Client’s Confidential Information strictly confidential and must not disclose it to any third party, except as expressly permitted under this clause.

b) The Company may only disclose Confidential Information to its Personnel on a need-to-know basis, and only to the extent necessary to provide the Service — and only on terms that those Personnel are bound by equivalent confidentiality obligations.

c) If the Company is required by law to disclose Confidential Information, it must: (i) notify the Client as soon as practicable; and (ii) use best endeavours to delay disclosure until the Client has had a reasonable opportunity to seek legal protection.

d) The Company must maintain comprehensive security measures to keep Confidential Information secure at all times.

e) At the Termination Date (or earlier if directed by the Client): (i) all Confidential Information must be returned to the Client, including all copies, extracts, and summaries; and (ii) all electronic copies must be erased and destroyed.

f) Confidentiality obligations survive the termination of this Agreement and continue for as long as the information remains confidential.

g) The following is not Confidential Information: (i) information that is in the public domain (other than through a breach of this Agreement); or (ii) information the Company knew prior to disclosure.

7. Warranties, Liability and Indemnities

a) The Company warrants that it will:

• provide the Service competently and with due care and skill
• comply with the Client’s whistleblower and complaints policies
• comply with all applicable laws, including the Privacy Act and Whistleblower Laws
• act in accordance with the Client’s reasonable and lawful instructions

b) The Company does not warrant that any specific result or outcome will be achieved, unless expressly stated in this Agreement.

c) To the extent permitted by law, the Company’s total liability to the Client under or in connection with this Agreement (whether in contract, tort, negligence, breach of statutory duty, or otherwise) shall not exceed the higher of: (i) six (6) times the total Fees paid by the Client to the Company under this Agreement; or (ii) the limit of the relevant insurance policy maintained by the Company under clause 8. This limitation does not apply to death or personal injury caused by the Company’s negligence, breach of law, or other wrongful act.

d) Neither Party is liable to the other for indirect or consequential loss, including loss of profits, revenue, business, or goodwill, however arising.

e) Each Party acknowledges that it has not entered into this Agreement in reliance on any representation not expressly set out in this Agreement. Implied terms and warranties are excluded to the fullest extent permitted by law.

f) The obligations in this clause survive termination or expiry of this Agreement.

8. Insurance

a) The Company will maintain, at its own cost, insurance policies meeting the minimum coverage levels set out in Schedule 3 throughout the term of this Agreement.

b) The Company will ensure each policy is held with a reputable insurer and will provide evidence of insurance to the Client upon request.

9. Term and Termination

a) This Agreement commences on the Commencement Date and continues for the subscription period selected by the Client, unless terminated earlier under this clause.

b) Either Party may terminate this Agreement immediately by written notice if the other Party fails to comply with any material term of this Agreement and fails to remedy that breach within 14 days of receiving written notice of the breach.

c) Either Party may terminate this Agreement by giving at least one month’s written notice to the other.

d) The Company may terminate this Agreement immediately if the Client: (i) enters into a deed of arrangement or is wound up; (ii) has an administrator, receiver, or liquidator appointed under the Corporations Act; or (iii) is presumed insolvent under the Corporations Act.

e) The Client may, at its discretion, pay the equivalent of the Fees that would have been payable during any notice period in lieu of serving that notice period.

f) Any outstanding Fees at the Termination Date must be paid by the Client within 21 days.

g) Fees are not refundable on a pro-rata basis. Where the Client terminates this Agreement before the end of an agreed subscription period, no refund will be payable for any unused portion of that period. The Service will continue until the end of the period for which Fees have been paid.

10. Use of Name and Logo

a) By entering into this Agreement, the Client grants the Company a non-exclusive, royalty-free, revocable licence to use the Client’s name and logo for the sole purpose of identifying the Client as a member of the Emverio External Reporting Service. Permitted uses include: displaying the Client’s name and logo on the Company’s website (including any member or client directory); referencing the Client in proposals, brochures, social media, and other marketing or promotional materials; and joint communications between the Parties.

b) The Company will not make performance claims, publish testimonials, or create any impression of endorsement on behalf of the Client without separate written consent from the Client.

c) The Client may withdraw this consent at any time by written notice to the Company. The Company will cease all use of the Client’s name and logo within 10 business days of receiving that notice.

d) Each Party grants the other a corresponding licence on the same terms to use its name and logo to acknowledge the business relationship.

e) This clause does not transfer any ownership of, or goodwill in, either Party’s intellectual property.

11. Entire Agreement

This Agreement is the entire agreement between the Parties in relation to its subject matter. It supersedes all prior agreements, representations, and understandings — whether written or oral — relating to that subject matter.

12. Waiver

A failure or delay by either Party in exercising any right under this Agreement does not constitute a waiver of that right. Rights and remedies under this Agreement are cumulative and do not exclude any other rights or remedies available at law.

13. Further Assurance

Each Party will, at the request of the other, do anything reasonably necessary to give full effect to this Agreement.

14. Severance

If any provision of this Agreement is found by a court to be unlawful, void, or unenforceable, that provision is severed from the Agreement to the minimum extent necessary. The remaining provisions continue in full force.

15. Governing Law and Jurisdiction

This Agreement is governed by the laws of Queensland, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of Queensland.

16. Electronic Acceptance and Binding Agreement

By accepting this Agreement electronically (including by clicking to accept at the point of purchase), the person accepting confirms that:

• they are authorised to enter into this Agreement on behalf of the Client
• the Client has read and understood these Terms and Conditions
• the Client agrees to be bound by this Agreement

This is a legally binding click-wrap agreement. Electronic acceptance has the same legal effect as a handwritten signature under Queensland and Commonwealth law. If you are not authorised to accept on behalf of your organisation, please ensure the correct person accepts before proceeding.