Services Agreement

Between:

Hardys Rewards Pty Ltd

and

[Bulkies Online Pty Ltd ]

Gladwin Legal | www.gladwinlegal.com.au A: PO Box 302, Ormond, VIC, 3204

E: info@gladwinlegal.com.au P: 1300 033 934

Definitions and interpretation 3
Appointment 5
Term 5
Service Providers obligations 5
Service Requests and Fulfilment 6
Fees 7
Warranties 7
Insurances 8
Intellectual Property 8
Termination 8
Effect of termination 9
Confidentiality 9
Limitation of liability and indemnity 11
Other work……………………………………………………………………………. Error! Bookmark not
Dispute Resolution 11
Interest 12
GST 12
Nature of Relationship 13
Notices 13
General 13

Schedule 1 – Agreement Details………………………………………………………………………………………………………………………………………. 16

Services Agreement

This Agreement is dated [11/03/2025].

BETWEEN

Hardys Rewards Pty Ltd details set out in Schedule 1 (Hardy); and
[Bulkies Online Pty Ltd] details set out in Schedule 1 (Service Provider) RECITALS
1. Hardy wishes to engage the Service Provider to provide the Services specified in this Agreement on the terms and conditions set out in this Agreement.
2. The Service Provider carries on the business of providing fulfillment, delivery, and logistics services and has the skills, background and experience required to provide the Services in accordance with this Agreement.
3. The Service Provider accepts the engagement in accordance with the terms and conditions of this Agreement.

OPERATIVE PROVISIONS

1. Definitions and interpretation

Definitions

In this Agreement, unless the context requires otherwise:

Agreement means this agreement and its schedules and annexures and any subsequent variation.

Business Day means a day which is not a Saturday, Sunday or bank or public holiday in Queensland, Australia.

Boxes means gift/food hampers.

Commencement Date means the date specified in Schedule 1.

Confidential Information means all information and data in any form or medium relating to the Disclosing Party or its Related Bodies Corporate, whether provided, or accessible to the Recipient Party or its Personnel, before or after the date of this Agreement, including without limitation:

the following types of information:
- sales results and sales forecasts, finances, current and proposed funding requirements and arrangements, accounting records, assets and liabilities;
- information relating to the design and development of products and prints and materials, any ordering and manufacturing processes, product volume forecasts, prices and margins, discounts and sales, products and proposed products, product specifications, information relating to components and materials used in products;
- any information that is designated as a trade secret;
- information relating to the business, operations, know how, computer technology, sales and marketing, business development; methodologies;
- lists of customers both current and historical and potential customers, lists of suppliers both current and historical and potential suppliers, processes or sales and marketing and business development;
the terms of this Agreement;
copies, extracts or reports made using or relying on any of the above information;
any of the above information to the extent that it is disclosed or made available by a third party and whether it relates to current or proposed operations of the Disclosing Party;
information that at the time of disclosure by the Disclosing Party, or a third party, is identified as being confidential; and
information that is in fact confidential, or which the Recipient Party know, or ought to reasonably be expected to know, is confidential to the Disclosing Party or any related entity of the Disclosing Party.

Corporations Act means the Corporations Act 2001 (Cth).

Disclosing Party has the meaning set out in Clause 12.1.

Fee means the fee payable for the Services as set out in amount specified in Schedule 1 payable to the Service Provider for the provision of the Services, or such other amount that may be determined and agreed in writing between Hardy and the Service Provider from time to time.

GST Law means the definition given to that term in the A New Tax System (Goods & Services Tax) Act 1999 (Cth).

Interest Rate means the penalty interest rate fixed under the Penalty Interest Rates Act 1983 (Vic) plus 2%.

Intellectual Property means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs and unregistered designs, rights to use, and protect the confidentiality of, confidential information (including know-how, trade secrets, and datasets), technology and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist now or in the future, anywhere in the world.

Member(s) means an individual or individuals that have subscribed to a membership package with Hardy.

Payment Terms means the payment terms set out in Schedule 1.

Personnel means an employee, director, officer, agent, representative, service provider or sub- contractor of a party.

Policies means any of Hardy’s policies as notified to the Service Provider from time to time.

Recipient Party has the meaning set out in Clause 12.1.

Related Body Corporate has the same meaning as it has in the Corporations Act.

Services means the services specified in Schedule 1.

Service Request means a written request for Services submitted by Hardy as detailed in Clause 5.1.

Superannuation means contributions made in accordance with the Superannuation Guarantee (Administration) Act 1992.

Term has the meaning set out in clause 3.

Termination Date means the date of termination of this Agreement in accordance with its terms or as a result of the Agreement being terminated on such other terms as are mutually agreed between the parties.

Interpretation

In this Agreement, unless the context requires otherwise:

words in the singular include the plural and vice versa;
headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of this Agreement;
any reference to gender includes any other gender;
a reference to a clause, paragraph, schedule or annexure is a reference to a clause, paragraph, schedule or annexure, as the case may be, of this Agreement;
if any act which must be done under this Agreement is to be done on a day that is not a Business Day, then the act must be done on or by the next Business Day;
a reference to any legislation includes subordinate legislation and all amendments, consolidations or replacements from time to time;
a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity;
the words “includes” and “including” or words of similar effect are not words of limitation;
no clause of this Agreement shall be interpreted to the disadvantage of a party merely because that party drafted the clause or would otherwise benefit from it;
a reference to a party includes the party’s successors, assigns and persons substituted by novation;
a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
a reference to time and date is to local time and dates in Queensland, Australia; and
unless specified otherwise, a reference to “$” or “dollars” refers to Australian

2. Appointment

Hardy appoints the Service Provider to provide the Services on the terms and conditions of this Agreement and, in consideration of the Fee, the Service Provider accepts the appointment as a contractor to Hardy.
Hardy will specify the time and place for the performance of the

3. Term

This Agreement commences on the Commencement Date and shall continue, unless terminated earlier in accordance with this Agreement (Term).

4. Service Providers obligations

Provision of Services
- The Service Provider agrees to provide the Services to Hardy as required by Hardy in accordance with this Agreement.
- The Service Provider may sub-contract the provision of the Services under this Agreement with the prior written consent of Hardy (consent shall not be unreasonably withheld). If Hardy consents to the use by the Service Provider of a sub-contractor, the Service Provider shall be responsible for any of the acts, omissions or negligence of the sub-contractor as though they were acts of the Service Provider.

4.2 Standard of performance

The Service Provider warrant that they and their Personnel have and will utilise the necessary skills, experience and expertise to perform the Services in accordance with this Agreement.
The Service Provider and their Personnel will ensure that the Services are performed with due care, quality control, and within the agreed timelines.
If the Service Provider performs the Services (or any part of the Services) negligently or in breach of this Agreement, then if requested by Hardy, the Service Provider will re- perform the relevant part of the Services at no charge to Hardy.

4.3 Instructions and compliance

The Service Provider and their Personnel will liaise with and obtain instructions from Hardy concerning the provision of the Services.
The Service Provider and their Personnel will comply with all reasonable guidelines, requirements and instructions provided by Hardy concerning the provision of the
At all times, the Service Provider will at its cost:
- comply with all Acts, ordinances, rules, regulations, other delegated legislation, codes and the requirements of any Commonwealth, state and local government departments, bodies, and public authorities or other authority so far as the same may affect or apply to the Service Provider or to the Services;
- comply with all the Policies and the Code of Conduct; and
- indemnify Hardy from and against all actions, costs, charges, claims and demands in respect thereof.

4.4 Responsibility for the Service Provider’s Personnel

The Service Provider acknowledges that it is responsible for ensuring the health, safety and welfare of its Personnel while performing the Services, including providing all necessary training and safety equipment.
The Service Provider acknowledges it is solely responsible and will make all payments for any remuneration, expenses, taxes, leave entitlements, Superannuation, workers’ compensation and other insurances and payments in respect of its Personnel.
The Service Provider indemnifies and holds harmless Hardy and Hardy’s Personnel and keeps Hardy indemnified (on a full indemnity basis) against any loss, cost, expense or damage suffered or incurred by Hardy arising directly or indirectly from any claim by the Service Provider’s Personnel.

5. Service Requests and Fulfilment

Hardy shall submit a Service Request to the Service Provider specifying the details of the Services required including, but not limited to, the Services required, the number of Boxes, item selection, packaging specifications for each Box, Member details, and delivery instructions.
Each Service Request shall be submitted via [email/online portal] no later than seven (7) Business Days before the intended delivery date.
Upon receipt of a Service Request, the Service Provider shall confirm acceptance within 24 business hours and proceed with the requested Services in accordance with the agreed
The Service Provider shall arrange for the timely delivery of the Boxes to the designated Members using its logistics partners or a method mutually agreed A completion report or delivery confirmation shall be provided to hardy upon fulfillment of each request
The Service Provider shall provide Hardy tracking information and timely updates on shipment
The Service Provider must promptly notify Hardy of any delays or issues with the Services. Additionally, the Service Provider shall take all reasonable steps to minimise further delays and mitigate any impact on delivery.

6. Fees

In consideration of the provision of the Services, Hardy will pay the Fee to the Service Provider upon receipt of the Service Provider’s invoice and satisfactory provision of the Services in the relevant period.
The Service Provider shall not charge, and Hardy will not be liable, for any expenses, charges, costs or fees except for the Fee as set out in this Agreement.
The Service Provider must issue an invoice in accordance with the GST Law, being on the Service Provider’s letterhead specifying the Service Provider’s ABN, the nature of the Services, the number of hours worked and the date and time the Services were performed.
The Service Provider must invoice Hardy in accordance with the Payment
Provided the Services set out in the invoices were provided to Hardy’s satisfaction, Hardy will pay the Service Provider’s invoices (provided in proper form) in accordance with the Payment
The Fee specified in this Agreement for the Services is the total amount payable by Hardy in respect of the Services.

7. Warranties

The Service Provider warrants, represents and undertakes that:
- prior to entering into this Agreement, the Service Provider was given a reasonable opportunity to obtain any advice (legal or otherwise) about this Agreement and the obligations and restraints contained in it;
- the Service Provider has had sufficient time to consider the terms of this Agreement, its implications and the advice given to them in respect of it;
- the Service Provider understands this Agreement and agree that its terms are fair and reasonable in the circumstances;
- the Service Provider has entered into this Agreement voluntarily of their own freewill without duress, coercion, undue influence or pressure from either Hardy or any other person;
- it has full capacity and authority to enter into this Agreement; and
- it has obtained all necessary and required licences, consents and permits to perform the Services.
The Service Provider acknowledges that Hardy is relying upon the warranties given in clause

7.1 in executing this Agreement.

Hardy warrants, represents and undertakes that:
- Hardy has entered into this Agreement voluntarily of their own freewill without duress, coercion, undue influence or pressure from either the Service Provider or any other person;
- it has full capacity and authority to enter into this Agreement; and

it has obtained all necessary and required licences, consents and permits required to carry on its business.

The Service Provider acknowledges that it has not relied on any representation or warranty from Hardy in entering into this Agreement. Other than the warranties detailed in Clause 7.3.
The obligations under this clause 7 will survive termination of this

8. Insurances

Each Party shall effect and at all times maintain the following insurance:
- Insurance required to be effected by law, including workers’ compensation insurance as prescribed by law for its respective Personnel;
- Public liability insurance for a minimum amount of $20 million for each occurrence; and
- Any other insurances reasonably required by law to operate their business from time to
Upon request, each Party shall supply the other with copies of the relevant insurance policies and certificates of currency and ensure that the requesting Party is entitled to the benefit of such insurances where If either Party fails to provide such evidence, the other Party may withhold payment or suspend performance of its obligations under this Agreement until the evidence is provided.

9. Intellectual Property

Each party acknowledges and agrees that all Intellectual Property owned, created, or developed by a party before the commencement of this Agreement, or independently of this Agreement, shall remain the sole and exclusive property of that Nothing in this Agreement shall be construed as transferring, assigning, or granting any ownership rights in one party’s Intellectual Property to the other party.
Neither party shall use, reproduce, modify, distribute, or disclose the other party’s Intellectual Property without the prior written consent of the owner of that Intellectual Property. Any such authorised use shall be strictly limited to the scope, duration, and purpose agreed upon in writing between the parties.
Unless otherwise agreed in writing, any Intellectual Property created solely by one party in the course of performing this Agreement shall be owned by that If any Intellectual Property is jointly developed by both parties, ownership and usage rights shall be determined by mutual written agreement.
Each party shall take reasonable measures to protect the confidentiality and integrity of the other party’s Intellectual Property, ensuring that it is not disclosed to any unauthorised third
This clause 9 will survive the termination of this

10. Termination

Termination on notice

Either party may terminate this Agreement for any reason at any time by giving twenty (20) Business Days written notice to the Service Provider.

10.2 Termination on default

A party (Terminating Party) may immediately terminate this Agreement by written notice to the other party, if:

in the Terminating Party’s opinion, the other party or the other party’s Personnel is guilty of any dishonesty, serious misconduct or serious neglect of duty in, or in connection with, the provision of the Services;
the other party commits serious or persistent breaches of any provision of this Agreement which is incapable of being remedied to the Terminating Party’s reasonable satisfaction;
the other party fails to remedy, to the Terminating Party’s reasonable satisfaction, a breach of any provision of this Agreement within five (5) days of receiving a notice from the Terminating Party requiring the breach to be remedied;
the other party becomes, or in the reasonable opinion of the Terminating Party, is in jeopardy of becoming subject to any form of insolvency; or
the other party ceases carrying on its

11. Effect of termination

Upon termination of this Agreement for any reason, Hardy will pay for the Services performed prior to the Termination Date.
Upon termination of this Agreement for any reason, or at any other time at either Party’s request, each party and its Personnel must, at their own cost, immediately return to the other party the following items in their possession or control:
- all Confidential Information belonging to the other party;
- copies or extracts of Confidential Information; and
- all property belonging to the other party, including all documents, records, papers, reports, disks, data, equipment, and other material, as well as any uniforms, clothing, or accessories provided by one party to the other.
Each Party must erase and destroy any copies of any software containing or comprising the other Party’s Confidential Information in its possession or under its control, or that may have been loaded onto a computer possessed or controlled by it.

12. Confidentiality

A party (Recipient Party) agrees that during the term of this Agreement and at all times after the Termination Date that:
- they will not disclose the Confidential Information of the other party (Disclosing Party) to any third party, and it will maintain the confidentiality of the Confidential Information;
- they will not make any copies of the Confidential Information without the Disclosing Party’s prior written consent;
- they will not use the Confidential Information of the Disclosing Party for its own benefit or the benefit of any third party;
- they will only use the Confidential Information of the Disclosing Party for the purpose of performing its obligations under this Agreement, or any other purpose expressly agreed to in writing by the Disclosing Party;
- they will use best endeavours to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure;
- if they engage any employees, agents, consultants or service providers who are required to be provided with Confidential Information of the Disclosing Party for them to fulfil their obligations under this Agreement, then the Recipient Party must request prior consent from the Disclosing Party as to the identity of the persons who will receive

the Confidential Information and will obtain a confidentiality deed from such persons in a form acceptable to the Disclosing Party;

the Confidential Information is owned by the Disclosing Party and the receipt or access to the Confidential Information by the Recipient Party or its Personnel does not transfer any ownership in the Confidential Information of the Disclosing Party;
they will not challenge the Disclosing Party’s ownership of the Confidential Information; and
they will notify the Disclosing Party if they become obliged to disclose any part of the Confidential

The Recipient Party and its Personnel’s obligations set out in clause 1 do not apply to Confidential Information of the Disclosing Party:
- that is in the public domain, except as a result of the Recipient Party’s or its Personnel’s breach of this Agreement; or
- that must be disclosed by law, provided that:
- where possible, they notify the Disclosing Party prior to making such disclosure;
- where possible, they provide the Disclosing Party with the opportunity to challenge such disclosure; and
- they only reveal so much of the Confidential Information as it is required by law to
The Recipient Party and its Personnel agree to:
- immediately notify the Disclosing Party if there has been a breach, or if it suspects that there has been a breach, of confidentiality of the Confidential Information; and
- provide any assistance requested by the Disclosing Party to investigate any breach or suspected breach of the confidentiality of the Confidential Information and to mitigate the damage or potential damage caused by the breach.
- The Recipient Party and its Personnel agree that upon termination of this Agreement or upon request by the Disclosing Party, whichever is sooner, they will immediately and at their cost:
  - deliver to the Disclosing Party all Confidential Information of the Disclosing Party; and
  - delete all electronic versions of the Confidential Information of the Disclosing
- The Recipient Party agrees to fully indemnify and hold harmless the Disclosing Party and its Related Bodies Corporate against all damage, losses, liabilities, claims, costs and expenses which the Disclosing Party or its Related Bodies Corporate may incur directly or indirectly as a result of any breach of this clause 12 by the Recipient Party or its Personnel.
- The Recipient Party and its Personnel acknowledge and agree that damages may be inadequate compensation for breach of the obligations contained in this clause 12 and subject to the court’s discretion, the Disclosing Party may seek specific performance or may seek to restrain, by an injunction or similar remedy, any conduct or threatened conduct which is or will be in breach of this clause, in addition to any other remedy the Disclosing Party may wish to

13. Limitation of liability and indemnity

To the maximum extent permitted by law, each Party’s total aggregate liability to the other Party under or in connection with this Agreement, including the performance or non-performance of this Agreement, is limited to an amount equal to the total amounts paid under this Agreement in the 12-month period immediately preceding the date on which the relevant claim arose.
Each Party (Indemnifying Party) indemnifies and agrees to keep the other Party (Indemnified Party) and its Personnel indemnified against all actions, claims, charges, costs (including legal costs on a full indemnity basis), expenses, losses, damages, and other liabilities that the Indemnified Party may sustain or incur, directly or indirectly, as a result of:

an actual or suspected breach of this Agreement by the Indemnifying Party or its Personnel, including any breach of warranty;
any negligent, unlawful, wilful, or fraudulent act or omission of the Indemnifying Party or its Personnel in connection with this Agreement;
any loss of or damage to any property, or injury to or death of any person, caused by the negligent or fraudulent act, omission, or wilful misconduct of the Indemnifying Party or its Personnel; and
any claim that the Indemnifying Party infringes the intellectual property rights or other rights of any third party.

To the maximum extent permitted by law, each Party expressly excludes any conditions, warranties, guarantees, rights, remedies, liabilities, or other terms that may be implied by custom, under the general law, or by statute in favour of the other Party under this Agreement.

14. Conflict of Interest

The Service Provider may provide Services to any other party during the Term provided it does not conflict with the Service Provider’s obligations under this Agreement.
If the Service Provider becomes aware of any conflict of interest between this Agreement and any other work it has been offered or is undertaking, it must inform Hardy immediately in writing and take all steps required by Hardy to resolve the conflict.

15. Dispute Resolution

Dispute resolution procedure
- If a dispute arises out of or relates to this Agreement, a party must not commence any court or other proceedings relating to the dispute unless it has first complied with the following procedure:
  - the party claiming that a dispute has arisen must give written notice to the other party specifying the nature of the dispute;
  - on receipt of that notice by that other party, the parties must endeavour in good faith to resolve the dispute using informal dispute resolution techniques such as mediation, expert evaluation, arbitration or similar methods agreed by them;
  - if the parties do not agree within 10 days of receipt of the notice (or such further period as the parties agree in writing) as to:
    1. the dispute resolution method and procedures to be adopted;
    2. the timetable for all steps in those procedures; and
    3. the selection and compensation of the independent person required for such method,

the parties must mediate the dispute in accordance with the Mediation Rules of the Queensland Law Society.

15.2 Other proceedings

Nothing in this Agreement will prejudice the right of a party to seek injunctive or declaratory relief in respect of a dispute or any matter arising under this Agreement.

16. Interest

If any sum due for payment under this agreement is not paid on the due date, the party in default must pay interest on the amount unpaid at the Interest Rate.
Interest payable under clause 1 accrues on a day-to-day basis from the due date up to and including the date of actual payment.

17. GST

Words used in this clause 17 that have a defined meaning in the GST Law have the same meaning as in the GST Law unless the context indicates otherwise.
Unless expressly stated otherwise, the consideration for any supply under or in connection with this Agreement is exclusive of GST.
To the extent that any supply made under or in connection with this agreement is a taxable supply (other than any supply made under another agreement that contains a specific provision dealing with GST), the amount payable by the recipient is the consideration provided under this agreement for that supply (unless it expressly includes GST) plus an amount (additional amount) equal to the amount of that consideration (or its GST exclusive market value) multiplied by the rate at which GST is imposed in respect of the supply.
The recipient must pay the additional amount at the same time as the consideration to which it is referable, and upon the issue of an invoice relating to the supply.
Whenever an adjustment event occurs in relation to any taxable supply to which clause 3 applies:
- the supplier must determine the amount of the GST component of the consideration payable; and
- if the GST component of that consideration differs from the amount previously paid, the amount of the difference must be paid by, refunded to or credited to the recipient, as
If either party is entitled under this agreement to be reimbursed or indemnified by the other party for a cost or expense incurred in connection with this agreement, the reimbursement or indemnity payment must not include any GST component of the cost or expense to the extent that the cost or expense is the consideration for a creditable acquisition made by the party being reimbursed or indemnified, or by its representative member.

17.7 Registration and ABN

Each party warrants that at the time any supply is made under this Agreement on which GST is payable, that party is registered under the GST Law.
Further, the Service Provider agrees to provide Hardy with written evidence of its business registration and its Australian Business Number (“ABN”). Hardy is entitled to withhold such amounts necessary to be withheld in order for Hardy to comply with its taxation obligations in respect of the Service Provider until the Service Provider provides its ABN.

18. Nature of Relationship

The parties acknowledge and agree that the Service Provider provides the Services to Hardy as an independent contractor.
Nothing in this Agreement creates an employment, agency, joint venture or partnership relationship between Hardy and the Service Provider and it is the express intention of the parties that any such relationships are denied.
Each party warrants that it has no authority to engage the services of any person as an employee or agent of the other party.
Each party warrants that it shall not incur any liability on behalf of the other party, nor pledge or purport to pledge the other party’s credit, nor accept any order or enter into any contract binding upon the other party without prior written approval from that party.
The obligations accepted by each party under this clause 18 survive termination of this

19. Notices

In this Agreement, notices include any approvals, consents, instructions, orders, directions, statements, requests and certificates or other communications that may be given, or are required to be given, under this Agreement.
Unless expressly stated otherwise in this agreement, all Notices:
- must be:
  - in writing;
  - signed — if the party is a company, then the Notice must be signed by the company’s directors or solicitors; and
  - left at the address, sent by prepaid ordinary post, sent by fax, or given in any other way permitted by law.
- take effect from the time they are received unless a later time is

20. General

Assignment: Neither party may assign, transfer, novate, or otherwise deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other party. Any purported dealing in breach of this clause shall be of no effect. A change in control (as defined in the Corporations Act) of either party constitutes a deemed assignment, requiring the prior written consent of the other party.
Costs: Each party must pay its costs of entering into and negotiation of this
Counterparts: This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same agreement. No counterpart shall be effective until each party has executed at least one counterpart. The parties agree that the words “execution”, “signed”, “signature”, “writing” or any similar words are deemed to include any electronic symbol, process or the keeping of electronic records (including portable document format) and will be granted the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based record keeping system.
Entire agreement: This Agreement is the entire agreement between the parties and supersedes all and any communications, negotiations, arrangements and agreements, whether oral or written, between the parties in respect of the matters that are the subject of this
Force majeure: If by reason of any fact, circumstance, matter or thing beyond the reasonable control of either party and they are unable to perform in whole or in part any obligation under this Agreement then:
- that party is relieved of that obligation under this Agreement to the extent and for the period that it is unable to perform such obligation; and
- that party will not be liable to the other party to this Agreement for failure to perform such obligation to the extent and for the period of non-performance contemplated by this clause.
Further assurance: Each party must from time to time and in a timely manner do all things reasonably required of it by the other party to give effect to this Agreement.
No representations or warranties: The parties hereby acknowledge that no representations or warranties have been made other than those expressly recorded in this Agreement and that, in respect of this Agreement or any part of it including the transactions contemplated pursuant to this Agreement, no party has relied or will rely upon any representations or information, whether oral or written, previously provided to or discovered by it.
Powers, rights and remedies: Unless otherwise stated in this Agreement, the powers, rights and/or remedies of a party under this Agreement are cumulative and are in addition to any other powers, rights and remedies of that party. Nothing in this Agreement merges, extinguishes, postpones, lessens or otherwise prejudicially affects any power, right, or remedy that a party may have at any time against the other party to this Agreement or any other person.
Set off: Neither Party may set off any amounts due and payable under this Agreement without the prior written approval of the other Any deduction of amounts due and payable by one Party from amounts otherwise payable to the other Party shall require mutual agreement in writing. Any exercise of rights under this clause does not limit or affect any other rights or remedies available to either Party under this Agreement or otherwise.
Severance: If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
Survival: Notwithstanding the termination of this Agreement, the provisions relating to confidentiality, indemnification, intellectual property, limitation of liability, and dispute resolution shall survive and remain in full force.
Third parties: This Agreement does not, and is not intended to, confer any rights or remedies upon any person other than the parties.
Time of the essence: Time is not of the essence for any time, date or period specified in this agreement. The parties agree that all times, dates and periods set out in this agreement are estimates only and contingent upon the parties meeting all their contractual obligations in this
Waiver: A failure by either party to take action to enforce its rights does not constitute a waiver of any right or remedy under this Agreement unless it is in writing signed by the party granting the
Jurisdiction: The parties irrevocably submit to the exclusive jurisdiction of the courts of the state of Queensland, Australia.
Governing law: This Agreement will be governed by and construed and interpreted in accordance with the laws of Queensland, Australia.

Executed as an agreement

Executed in accordance with section 127 of the Corporations Act 2001 (Cth) by Hardys Rewards Pty Ltd:

Sole Director/Company Secretary Signature

Paris Hardy

Print Name

Date Signed

Executed in accordance with section 127 of the Corporations Act 2001 (Cth) by [INSERT]: