1. Summary of Fundamental Terms

Below is a summary of the fundamental terms set out in these Terms. This summary does not replace the substantive terms of this document. It is important that the Client reviews all of the provisions set out in these Terms in their entirety prior to execution of this document.

Equipment for Remote Professionals:

VA4U validates basic equipment and resources for Remote Professionals to perform Services. Where additional equipment is required by the Client, the Client must provide these at their cost. VA4U may, at its discretion, procure additional equipment on the Client’s behalf for reimbursement, or help facilitate equipment provision through third-party providers. Please refer to clause 3.3 for more information.

Client Obligations:

Clause 4 sets out various obligations on the Client in respect of the Services. Please review this clause in detail.

Remote Professionals:

Clause 5 sets out provisions relating to the Remote Professionals provided as part of the Services, including without limitation relating to the conditions of work, selection process, paid time off, contract termination, serious misconduct or underperformance, and replacement.

Review of Fees:

VA4U may revise the Fees at any time during the Term by giving the Client at least 90 days’ written notice. If the Client does not agree to any amended Fees, the Client must notify VA4U in writing of their disagreement within 30 days of the fee notice. Upon receiving such notice, the parties must meet and discuss the proposed fee changes in good faith within 14 days. If no agreement is reached following such discussions, the Client may terminate the Agreement by giving 90 days’ written notice to VA4U. Please refer to clause 6 for more information about the fees generally.

Placement Fees:

In addition to the Fees, the Client will be required to pay VA4U a Placement Fee where the circumstances set out in clause 6.3(a)(i) to clause 6.3(a)(iii) apply. Please refer to clause 6.3 for more information.

Contract Commitment:

Clients are committed to a minimum engagement period of ninety (90) days from the Commencement Date. Following expiry of the minimum engagement period, the Agreement continues on a month-to-month rolling basis and either party may terminate by giving one (1) month’s written notice. Please refer to clause 7 for more information.

Intellectual Property Rights:

Each party retains ownership of their Background IP. Created IP is owned by VA4U, except for the Client-owned operational materials and licensed deliverables set out in clauses 9.6 and 9.8. Please refer to clause 9 for more information.

Security Services:

Clause 11 sets out provisions that apply where security services are, or are not, provided by VA4U to the Client. Please refer to clause 11 for more information.

No Responsibility for Client Data or Client IP:

In all circumstances, VA4U is not responsible for back-up of Client Data or Client IP, the Client’s failure to back up Client Data or Client IP, or any breach by a Remote Professional of any obligations relating to or unauthorised use of Client Data or Client IP. Please refer to clause 11(c).

Limitation of Liability:

Each party’s liability is capped at the amount of the Fees paid by the Client to VA4U under the Statement of Work, subject to certain exclusions. Please refer to clause 13 for more information, including other limitations on each party’s liability.

Non-solicitation:

Clause 14 sets out non-solicitation restrictions on the Client during the Term and for a period of 12 months after the effective date of termination or expiry. The Placement Fee applies to breaches of the Client’s obligations in clause 14(a).

Direct Debit Terms:

Annexure A sets out certain additional terms that apply where the Statement of Work provides that direct debit applies to payments made by the Client. Please refer to Annexure A for more information.

Acknowledgements

• A. The Remote Professional will perform the Services remotely from the overseas location disclosed by VA4U. The Client authorises the Remote Professional to access Client systems and information only to the extent reasonably required to perform the Services.
• B. Each party must comply with the privacy laws that apply to it. The Client is responsible for ensuring it is permitted to provide the Remote Professional with access to personal information and for giving any privacy notices or obtaining any consent required by law. A separate consent is not required where the Client otherwise has a lawful basis to provide the authorised access.
• C. VA4U must apply reasonable contractual, technical and organisational safeguards to the Services, require the Remote Professional to keep Client information confidential, and prohibit unauthorised use, disclosure, copying or downloading of Client information.
• D. VA4U may access Client information only where reasonably necessary to provide authorised IT support, manage access, investigate an incident or perform another function authorised by the Client. ROAM may be used to support workplace presence, availability and communication. ROAM is not represented under these Terms as screenshot, keystroke, content, antivirus, endpoint-security or download-blocking software.
• E. On reasonable request, VA4U will provide available certificates of currency and a summary of the security arrangements relevant to the Services. Certificates of currency are evidence that the stated policies were current on the issue date, subject to the applicable policy terms.
• F. The parties acknowledge that no technology control removes all cyber risk. Each party must promptly cooperate with the other in managing access, security concerns and incidents affecting Client information.

2. Engagement

2.1 General

In consideration of the Client paying the Fees, VA4U Pty Ltd agrees to provide the Services (including any Products) as set out in any Statement of Work (Services) for the Term in accordance with these terms and conditions (Terms).

2.2 Order of Priority

The following documents will form the agreement between the parties (Agreement):

• any Statement of Work;
• these Terms;

any annexures or schedules to these Terms,

and any ambiguity or discrepancy between the documents will be resolved and interpreted according to the same order of preference as the documents are listed above, with the documents higher in the list having higher priority.

2.3 Maximum Liability

The maximum extent permitted by law, each party’s aggregate liability to the other party arising out of or in connection with this Agreement (whether under contract, in tort, under statute or otherwise at law or in equity) is limited to an amount equal to the Fees paid by the Client to VA4U in the 12 months preceding the relevant Claim arising.

2.3.1 Exceptions to Limitation of Liability:

The limitation of liability in clause 2.3 does not apply to, and will not limit, the Client’s liability regarding:

• (i) the obligation to pay Fees, expenses, or interest under this Agreement;
• (ii) the Placement Fees or any other liquidated damages payable under clause 6.3; or
• (iii) any liability under an indemnity provided by the Client in this Agreement.

3. VA4U’s Obligations

3.1 General

VA4U will:

• comply with applicable Laws; and

use reasonable endeavours to provide Remote Professionals that have the qualifications, skills and experience necessary to perform the Assignment.

3.2 Payments for Remote Professionals

VA4U will be solely responsible for:

• the payment of fees to the Remote Professionals; and

providing ongoing training and support to the Remote Professional to maintain service quality and alignment with Client’s requirements where required and or requested.

VA4U will use its platform to foster a culture of community of Remote Professionals through the optional participation in exclusive VA4U platform benefits, events and other initiatives.

3.3 Equipment

VA4U will ensure that each Remote Professional has, at a minimum, basic equipment and resources sufficient to enable the Remote Professional to perform the Services, as determined by VA4U (acting reasonably).

To the extent that the Client requires the Remote Professional to have additional equipment or resources than those under clause 3.3(a), the Client must provide these to the Remote Professional at its cost. If agreed by VA4U, the Client may request that VA4U procures such equipment or resources for the Remote Professional and the Client must reimburse VA4U on demand for its reasonable costs.

4. Client’s Obligations

4.1 Services Provisioning

The Client shall:

• comply with all applicable Laws;
• provide all necessary information required by VA4U to allow VA4U to perform the Services in a timely fashion and as otherwise reasonably required by VA4U;
• ensure that its IT network, systems, and all associated infrastructure are maintained in a secure, functional, and reliable condition at all times. The Client agrees to ensure that such infrastructure meets or exceeds the minimum technical and serviceability standards prescribed by VA4U, as communicated to the Client throughout onboarding. These standards may include, but are not limited to, internet speed, hardware compatibility, software requirements, cybersecurity protocols, and remote accessibility. The Client acknowledges that failure to maintain such standards may adversely affect service delivery, for which VA4U shall not be held responsible;
• review information, make decisions and, on an ongoing basis, provide VA4U with the information necessary for VA4U to perform the Services; and

provide VA4U with true and relevant information regarding the Client and its business.

4.2 Client’s Operational Obligations & Conduct

• (a) Project Management: The Client agrees to: (i) provide task-specific briefings, clear objectives, and outcome-based quality standards; (ii) ensure all instructions and tasks are within the scope of the Services defined in the Statement of Work; and (iii) review completed work deliverables and provide written feedback within seven (7) business days. Failure to provide feedback within this timeframe constitutes acceptance of the work.
• (b) Prohibited Instructions: The Client must not instruct VA4U or any Remote Professional to: (i) engage in any conduct which contravenes any Laws; (ii) violate the Terms of Service of any third-party platform (e.g., social media scraping, spamming, or unauthorised data collection); or (iii) perform duties significantly outside the skills and scope agreed in the Statement of Work without VA4U’s prior written consent.
• (c) Safe and Respectful Workplace: The Client acknowledges that VA4U has a duty of care to its Remote Professionals. The Client must treat all Remote Professionals with professional respect and dignity. VA4U reserves the right to immediately suspend Services or remove a Remote Professional (without penalty) if the Client or its personnel engage in harassment, bullying, discrimination, verbal abuse, or any conduct that creates an unsafe or hostile work environment.

5. Remote Professionals

5.1 Conditions of Work

The scope of work to be performed by each Remote Professional will be documented in writing.

The Client must comply with all Laws applicable to the Work including all OH&S Law notified to the Client which apply to the relevant Remote Professionals.

Without limiting clause 5.1, the Client acknowledges and agrees each Remote Professional is entitled to certain entitlements, including without limitation relating to hours of work, breaks, leave and public holidays, in accordance with their Independent Contractor agreement with VA4U (or its Affiliate) and applicable laws and labour codes.

All HR, onboarding, engagement, and termination of Remote Professionals is managed through VA4U, The Client may not directly engage, terminate, or otherwise control the engagement of any Remote Professional.

5.2 Selection Process

The Client acknowledges that VA4U will undertake a selection process for Remote Professionals with the Client and the Client will approve each Remote Professional that is provided to the Client.

5.3 Leave

The Client acknowledges and agrees that:

• each Remote Professional is entitled to leave entitlements in accordance with their Independent Contractor agreement with VA4U and applicable laws and labour codes;
• the Client is not relieved of any obligations to pay the Fees or other amounts under this Agreement when a Remote Professional exercises their leave entitlements;
• each Remote Professional must not be required by the Client to take leave at any particular time during the Term; and

the Client is not relieved of any obligations to pay the Fees or other amounts under this Agreement during any shut-down period or other period where the Client does not have Work for the Remote Professional, unless the Remote Professional has exercised their leave entitlements at the same time.

5.3 (a) Leave (Continuity of Service): VA4U will use reasonable endeavours to ensure continuity of service during planned leave. The Client acknowledges that: (i) “Continuity” generally involves the Remote Professional preparing tasks in advance or documenting handovers; (ii) VA4U is not obligated to provide a temporary replacement Remote Professional for leave periods of less than [e.g., 10] business days; and (iii) if the Client requires a temporary replacement for extended leave, such provision is subject to availability and may incur additional onboarding or service fees.

5.4 Leave Entitlement

5.4.1 Accrual of Leave

The Employee shall accrue paid leave at the rate of one (1) day per completed month of continuous service. Accrued leave may be used in accordance with the terms outlined in this agreement and subject to prior approval.

5.4.2 Use of Leave and Payment Conditions

Leave entitlements provided under this agreement are not automatically paid out and are only compensated when the Employee has accrued sufficient leave and such leave has been formally approved and taken.

The Employee is not entitled to separate payments for annual leave, sick leave, carer’s leave, or any other form of leave unless it is drawn from the Employee’s accrued leave balance and approved in advance.

5.4.3 Leave Notice and Approval Requirements

The Employee must provide a minimum of two (2) weeks’ written notice to the Client and/or Company when requesting to take accrued leave. All leave requests are subject to operational requirements and must receive prior approval before being taken.

In cases of illness, emergency, or unforeseen circumstances, the Employee must notify the Client and/or Company as soon as reasonably practicable and provide supporting information where required.

5.4.4 Public Holidays

The Employee shall observe and be entitled to the following public holidays:

• All officially recognised public holidays in Australia, including those specific to Queensland (QLD) or the relevant regional location of the Client; and

One (1) additional public holiday based on the Employee’s country of residence or nationality.

Where operational requirements necessitate work on any of these public holidays, alternative arrangements such as time off in lieu or other compensation may be agreed upon in advance.

5.5 Resignation

The Client acknowledges and agrees that a Remote Professional may tender their resignation to VA4U (in accordance with their Independent Contractor agreement and applicable laws and labour codes.

If a Remote Professional tenders their resignation, VA4U will promptly notify the Client in writing of such resignation. The Client will be responsible to maintain payment of their service agreement in full while VA4U finds a suitable Remote Professional as a replacement.

The Client acknowledges and agrees that if a Remote Professional resigns, the remaining term of the Agreement remains valid, and VA4U will be responsible for sourcing a suitable replacement in line with the Client’s requirements.

5.6 Serious Misconduct or Underperformance

If the Client considers that a Remote Professional has:

• engaged in serious misconduct in performance of the Work; or

consistently failed to perform the Work to a reasonable standard,

the Client may give VA4U written notice particularising the misconduct or failure to perform,as the case may be, seeking VA4U’s intervention to manage the behaviour or underperformance of the Remote Professional.

If VA4U receives a notice from the Client under clause 5.5(a), the parties must meet to discuss the particulars of the issue within seven (7) days of such notice being received.

Following the meeting under clause 5.5, the parties will agree the process to manage the misconduct or underperformance which may include additional training and observation, and/or without limitation, performance management or termination.

For clarity, any misconduct, underperformance, or other personnel-related issues concerning a Remote Professional shall not impact the validity or duration of this Agreement. The Agreement will remain in full force and effect for its agreed term. In such cases, VA4U will act promptly and in good faith to address the matter, including, where appropriate, managing the issue directly or facilitating the placement of a suitable replacement Remote Professional, with minimal disruption to the Client.

5.7 Performance Management

If the Client considers that a Remote Professional is not performing the Work to a standard required by the Client in circumstances where clause 5.5 does not apply, the Client must notify VA4U in writing, particularising the failure to perform and including supporting evidence (as the case may be).

Upon receipt of a notice under clause 5.6(a), the parties will, acting in good faith, agree in writing within five (5) Business Days on a performance improvement plan (PIP) for the Remote Professional. The PIP will:

• specify the performance deficiencies with reference to objective, measurable standards;
• set clear key performance indicators (KPIs) and milestones, with defined review dates (at minimum, fortnightly);
• outline the support, coaching, tools, and access the Remote Professional will be provided to achieve the required standards;
• allocate responsibilities between VA4U and the Client for implementing and monitoring the PIP; and

state the consequences of non-achievement, which may include replacement of the Remote Professional or other contractual remedies available to VA4U.

The parties will cooperate reasonably and provide timely information, feedback, and approvals necessary to implement the PIP.

Failure by the Remote Professional to meet the KPIs or milestones within the PIP timeframes will entitle VA4U, at its discretion and without limiting any other rights, to:

• propose and implement a replacement Remote Professional on commercially reasonable terms; or

take such other steps as are available under this Agreement.

For the avoidance of doubt, implementation of a PIP does not waive any party’s rights under this Agreement.

5.8 Replacement

If the Client considers that the Remote Professional is not performing the Work to a standard required by the Client in circumstances where clause 5.5 does not apply, the Client may request in writing that VA4U replace the Remote Professional.

VA4U will take reasonable steps to promptly cause the Remote Professional to improve the standard of work or otherwise replace the Remote Professional and will advise the Client of any revised Fees for such replacement, if applicable.

The Client must pay all Fees and other costs associated with or incurred by VA4U in taking any action under clause 5.6(a).

The Client must provide thirty (30) days’ notice to VA4U should they require a replacement Remote Professional. In the instance of serious misconduct, VA4U may, at its discretion, agree to waive the notice period.

5.9 Working Hours

VA4U will ensure that the Remote Professional will work the following days and times as determined by the location of the Client:

• Monday to Friday; and
• 9:00 a.m. to 5:00 p.m. AEST (GMT+10); and
• a minimum of 20 business days per calendar month.

The Remote Professional will be required to work on days that are considered non-business days in the location of the Remote Professional.

Breaks must be taken by the Remote Professional at reasonable times as directed by the Client, or in compliance with the applicable labour laws in the jurisdiction of the Remote Professional.

6. Fees and Invoicing

6.1 General

The Client will pay VA4U the Fees in respect of the supply of Services. The Fees are exclusive of GST and other similar taxes and surcharges and net of withholding or other similar taxes.

The Client must pay the Fees in accordance with the Payment Terms.

Where applicable, the Client must pay VA4U the Deposit on or before the Commencement Date. The Deposit will be applied as a credit against the Fees owing by the Client to VA4U.

Where applicable, the Client must pay VA4U for any other amounts owing under this Agreement upon demand without set-off, deduction or delay.

6.2 Review of Fees

VA4U may amend the Fees at any time during the Term by providing at least ninety (90) days’ written notice to the Client. If the Client does not agree to any amended Fees, the Client must notify VA4U in writing of their disagreement within thirty (30) days of the fee notice.

Upon receiving such notice, the parties must meet and discuss the proposed fee changes in good faith within fourteen (14) days to understand the costing adjustment and seek mutual agreement.

If no agreement is reached following such discussions, the Client may terminate the Agreement by giving ninety (90) days’ written notice to VA4U.

6.3 Penalty for Unauthorised Engagement or Employment of Remote Professionals

If:

• after the Commencement Date, a Remote Professional, or potential Remote Professional introduced to the Client by VA4U, is subsequently engaged or employed by the Client during the Term or for the period of twelve (12) months after the effective date of termination or expiry; or
• the Client wishes to directly employ a Remote Professional; or
• the Client otherwise breaches its obligations in clause 14(a);

the Client must:

• promptly notify VA4U in writing of this;
• pay a placement fee of AUD $10,000 to VA4U upon the Remote Professional accepting an offer of direct employment or engagement with the Client or otherwise commencing provision of any services to the Client;
• if the Client engages, employs or otherwise contracts with the Remote Professional (directly or indirectly) within twelve (12) months of termination or expiry of the Agreement, the placement fee remains payable by the Client to VA4U as if the engagement had occurred during the Term;
• pay any Placement Fee that is due and payable within fourteen (14) days of the date of an invoice issued by VA4U; and

in addition, if VA4U is required to take legal action to enforce this clause 6.3, the Client shall be liable for VA4U’s reasonable legal costs and expenses incurred in connection with such enforcement (on a solicitor-client basis).

Each party acknowledges that the Placement Fee is a genuine pre-estimate of the Loss that VA4U will suffer if the Client employs or engages any Remote Professional or prospective Remote Professional.

Any Placement Fees paid under this clause 6.3 do not relieve the Client from any other liability or from meeting any other obligation under these Terms.

6.4 Optional Services

Where optional services are selected by the Client, the applicable charges are as set out in the Statement of Work.

Any amounts payable under this clause form part of the Fees for the purposes of this Agreement and are invoiced in accordance with the Payment Terms.

6.5 Bonuses

Any discretionary, performance-based or goodwill bonus paid by the Client in respect of a Remote Professional shall be paid one hundred percent (100%) to the Remote Professional.

VA4U does not retain, withhold, deduct, or apply any margin to such bonuses unless otherwise expressly agreed in writing.

6.6 GST

If GST has application to any supply made under or in connection with this Agreement, VA4U may, in addition to any amount or consideration payable under this Agreement, recover from the Client an additional amount on account of GST, such amount to be calculated by multiplying the amount or consideration payable by the Client for the supply by the prevailing GST rate.

Any additional amount on account of GST recoverable from the Client under this clause shall be calculated without any deduction or set-off of any other amount and is payable by the Client upon demand by VA4U whether such demand is by means of an invoice or otherwise.

6.7 Failure to Pay

Interest on overdue payments: two percent (2%) per month. VA4U may suspend Services after fourteen (14) days’ written notice of overdue payment.

6.8 Annual Fee Increase

On each anniversary of the Commencement Date the VA4U service fee will increase by an agreed amount reflecting the performance of the Remote Professional or at a rate of inflation.

7. Term and Termination

7.1 Term

This Agreement commences on the later of: (a) the date the last party signs the Statement of Work; or (b) the date the Client deposits the first Fee into VA4U’s nominated account (Commencement Date).

From the Commencement Date the Agreement will continue for a minimum engagement period of ninety (90) days (Minimum Term). Following expiry of the Minimum Term the Agreement will be on a month-to-month rolling basis until either party terminates the Agreement.

Following expiry of the Minimum Term, the Client may terminate this Agreement with one (1) month’s written notice to VA4U’s email address, and VA4U may terminate this Agreement with one (1) month’s written notice to the Client’s email address. The Client cannot terminate this Agreement during the Minimum Term except in accordance with clause 7.2.

7.2 Termination for Cause

Either party may terminate this Agreement immediately without notice if the other party:

• materially breaches this Agreement and fails to remedy such breach within ten (10) Business Days of receiving written notice from the other party particularising the breach, or materially breaches this Agreement where such breach is incapable of being remedied; or

suffers an Insolvency Event.

For clarity:

• resignation or non-performance of an individual Remote Professional does not constitute termination of this Agreement or a material breach of this Agreement. The Agreement remains in force between the Client and VA4U for its full term, and VA4U remains responsible for delivering the agreed services in accordance with this Agreement, regardless of any change in assigned personnel;
• poor performance by individual Remote Professionals, where the replacement process under clause 5.5 or 5.6 is being followed, does not constitute a material breach of this Agreement;

the Client must not terminate this Agreement due to dissatisfaction with any individual Remote Professional unless VA4U has failed to provide a suitable replacement following reasonable consultation with the Client.

(c) The Client may terminate this Agreement immediately for the following reasons:

• (i) VA4U breaches a warranty in this Agreement; or
• (ii) VA4U or the Remote Professional breaches the terms and conditions of this Agreement; or
• (iii) the Remote Professional engages in misconduct.

(d) If the Client terminates this Agreement under clause 7.2(c), VA4U must credit the Client one twentieth (1/20th) of the monthly service and technology fee (if any) for each day paid in advance from the date of resignation of the Remote Professional.

7.3 Obligations on Termination or Expiry

On termination or expiry of this Agreement:

• the Client must pay VA4U for any Services it has provided up to the date of termination for which VA4U has not been paid;
• the Client must immediately pay all outstanding invoices to VA4U;
• subject to the Client paying VA4U at its then current rates, VA4U will provide the Client with disengagement services for the Services as agreed between the parties;
• each party must return, destroy or permanently erase (as directed in writing by the other party) any Confidential Information of the other party; and

each party must cease using the other party’s Confidential Information.

Termination of this Agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.

Termination or expiry of this Agreement will not affect clauses 7, 9 to 17 or any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry.

8. Security, Privacy, Insurance and Responsibility

8.1 General

Each party must comply with the laws applicable to it and maintain reasonable safeguards for the systems, credentials and information within its control.

8.2 Insurance

During the Term, VA4U must, at its cost, effect and maintain appropriate business insurances with reputable insurers, including:

• Professional Indemnity insurance;
• Public Liability insurance;
• Cyber Liability insurance; and

Workers Compensation insurance as required by law for onshore operations.

VA4U must provide the Client with certificates of currency for the insurance policies required under clause 8(a) upon reasonable request, which must not be made more than once per calendar year during the Term.

VA4U must maintain the professional indemnity, public liability and cyber insurance stated in the Statement of Work, or reasonably equivalent cover, during the engagement. Current certificates of currency will be supplied on reasonable request. Insurance cover remains subject to the relevant policy wording, limits, conditions and exclusions.

8.3 Security Incident

A “Security Incident” means actual or reasonably suspected unauthorised access to, use, disclosure, alteration, loss or destruction of Client information, or material compromise of a system used to provide the Services.

8.4 Incident Notification

A party that becomes aware of a Security Incident affecting Client information must notify the other party without undue delay and, where practicable, within 24 hours. An initial notice may be preliminary. The parties must cooperate to contain the incident, preserve relevant evidence, assess likely harm, investigate the cause and meet any legal notification obligations.

8.5 Breach by VA4U

A “Breach by VA4U” includes a material failure by VA4U or its personnel to comply with an express obligation in this Agreement that is within its reasonable control, including unauthorised use or disclosure of Client information, failure to apply an agreed security control, or failure to pass on a known Security Incident as required by clause 8.4.

8.6 Exclusions from Breach

A Breach by VA4U does not include an incident to the extent caused by the Client’s systems, credentials, instructions, access settings or failure to perform its obligations, or by an independent third-party event outside VA4U’s reasonable control, except to the extent VA4U’s breach, negligence or wilful misconduct materially caused or contributed to the incident.

8.7 Client Responsibility

The Client is responsible for determining the lawful purposes for which Client information is used, authorising appropriate access, providing Client-specific privacy and security instructions, and ensuring that its privacy notices, engagement terms and collection practices accurately describe the handling and overseas access of personal information where required by law.

8.8 VA4U Responsibility

VA4U remains responsible for requiring the Remote Professional to comply with confidentiality, approved-access and security obligations and for taking reasonable management action if a concern is identified. The Client remains responsible for its own systems, data backups, user permissions and instructions.

8.9 Indemnities

(a) Each party indemnifies the other against direct loss and third-party claims to the extent caused by its breach of this Agreement, negligence or wilful misconduct.

(b) Liability under this clause will be reduced to the extent the other party or a third party caused or contributed to the loss.

(c) Each party’s liability under this clause is subject to the limitations in clause 13.

(d) Nothing in this clause excludes liability that cannot lawfully be excluded.

8.10 Warranties

Each party warrants that it will comply with its obligations under this Agreement, including the security, privacy and insurance obligations in this clause 8 and the technology obligations in clause 17.

9. Intellectual Property Rights

9.1 Background IP

VA4U acknowledges that the Client IP, and all Intellectual Property Rights subsisting in the Client IP, is and remains the exclusive property of the Client or, where applicable, the third-party licensor from whom the Client derives the right to use them.

The Client acknowledges that all VA4U IP, and all Intellectual Property Rights subsisting in the VA4U IP, remains the exclusive property of VA4U or, where applicable, the third-party licensor from whom VA4U derives the right to use them, and includes all Support Package IP.

9.2 Licences to Use Background IP

VA4U grants the Client a limited, royalty-free, revocable, non-exclusive, non-transferable and non-sublicensable right for the Term to use the VA4U IP solely for the purpose of, and only to the extent necessary for, the Client to receive the benefit of the Work or the Services.

The Client grants VA4U a limited, royalty-free, revocable, non-exclusive, non-transferable and non-sublicensable right for the Term to use the Client IP solely for the purpose of, and only to the extent necessary for, VA4U to perform its obligations under this Agreement.

9.3 Created IP

All Created IP, and the Intellectual Property Rights subsisting in Created IP, vest in and remain owned by VA4U. VA4U grants the Client a perpetual, non-exclusive, royalty-free licence to use the Created IP for the Client’s internal business purposes.

The Client grants VA4U a limited, royalty-free, revocable, non-exclusive, non-transferable right to use the Created IP solely for the purpose of, and only to the extent necessary for, the Remote Professionals to perform the Work or the Services.

For clarity, all intellectual property related to support packages, process implementations, CRM configurations, tool implementations, methodologies, workflows, and system optimisations developed or customised for the Client remains the exclusive property of VA4U. Upon termination or expiry of this Agreement, the Client must cease using such intellectual property and, where technically feasible, remove or roll back any VA4U-created processes, configurations, or implementations from the Client’s systems.

9.4 Restrictions

Except as expressly allowed under this Agreement, or otherwise agreed in writing, each party agrees not to: (a) create or attempt to create by reverse engineering, disassembly, decompilation or otherwise the other party’s Background IP or Confidential Information, or aid, abet or permit others to do so; (b) remove any identification or notices of any proprietary or copyright restrictions from the other party’s Background IP or Confidential Information; (c) replicate, commercialise, resell, or otherwise exploit the other party’s Background IP or Confidential Information for any purpose outside the scope of this Agreement; (d) develop any derivative works from the other party’s Background IP or Confidential Information, except as strictly necessary for the performance or receipt of the Services; or (e) develop methods to enable unauthorised parties (including competitors) to use the other party’s Background IP or Confidential Information.

9.5 Intellectual Property and Materials (IP)

VA4U retains ownership of all Intellectual Property, materials, documents, templates, processes, systems, workflows, and any other content or materials (together, “IP”) provided to the Client or to any Remote Professional under this Agreement, including any Support Package materials.

The Client is granted a non-exclusive, non-transferable, non-sublicensable licence to use the IP solely for the purpose of receiving services from VA4U under this Agreement.

The Client may not use the IP for any other purpose, nor provide it to any third party (including competitors of VA4U, alternative service providers, or any Remote Professional acting independently of VA4U), nor use it after termination or expiry of this Agreement.

Upon termination or expiry of this Agreement, the Client must immediately cease using, and return or permanently delete, all IP provided by VA4U.

Any breach of this clause will entitle VA4U to seek injunctive relief, damages, and recovery of any legal costs incurred in enforcing its rights.

Where the Client continues to use VA4U’s IP after termination or expiry of this Agreement, or makes such materials available to any third party, the Client acknowledges that such unauthorised use causes VA4U quantifiable daily losses including:

• lost licensing revenue that would otherwise be charged for IP usage;
• administrative costs of monitoring and enforcement;
• potential damage to VA4U’s competitive advantage; and

loss of exclusive control over proprietary methodologies.

Accordingly, the Client agrees to pay VA4U AUD $100 per day for each day of unauthorised use, which amount the parties acknowledge represents a genuine pre-estimate of these combined daily losses and is not a penalty.

Direct Hiring IP Breach: Clients who directly hire Remote Professionals or VA4U personnel must immediately delete all VA4U IP or face the AUD $100 daily penalty in addition to Placement Fees.

Process Rollback: Upon termination, all VA4U-created processes within Client tools or CRM systems must be removed within thirty (30) days, with reasonable access provided to VA4U to facilitate rollback.

9.6 Client Ownership of Operational Materials

Notwithstanding clauses 9.3 and 9.5, the Client retains ownership of Client data, branding, pre-existing materials and client-specific business records. The Client may continue to use ordinary operational materials created for it during the Services, including routine KPI spreadsheets, checklists, reports and basic workflow documents, on a perpetual, royalty-free basis for its internal business purposes.

9.7 Reusable VA4U Materials

VA4U retains ownership of its pre-existing and reusable templates, worksheets, training resources, tools, methodologies and general know-how. VA4U may reuse those materials, and generalised or de-identified versions of materials developed during the engagement, for the support and training of other remote professionals, provided it does not disclose Client confidential information.

9.8 Bespoke Projects

For a substantial bespoke project, including a system build, software or automation development, CRM implementation or material process-design project, ownership and licence rights must be agreed in writing before that project begins. Unless otherwise agreed, VA4U retains its underlying reusable methodology and the Client retains its data and content and receives a perpetual internal-use licence to the agreed deliverables.

9.9 Continuing Obligations

The confidentiality, privacy, security, intellectual-property and accrued payment obligations in this Agreement continue after termination to the extent necessary to give them effect.

For clarity, the cessation and rollback obligations in clauses 9.3 and 9.5, and the daily amount payable under clause 9.5, do not apply to materials owned by or licensed to the Client under clauses 9.6 and 9.8.

10. Confidentiality

10.1 Obligations of Confidence

Each party agrees to, and shall ensure each of its Personnel:

• hold in strict confidence all, and not disclose or permit the disclosure of any, Confidential Information of the other party;
• use the Confidential Information solely to perform or exercise its rights under this Agreement;
• not transfer, display, convey or otherwise disclose or make available all or any part of such Confidential Information to any third party; and

use reasonable endeavours, including keeping such information in a safe place and implementing adequate security measures, to ensure that all Confidential Information is secure from unauthorised use, disclosure or copying.

10.2 Exclusions

The obligations in clause 10.1 do not apply where disclosure is required by law, agreed in writing, where the information enters the public domain other than by breach, or is independently developed or rightfully received.

10.3 Injunctive Relief

Each party acknowledges monetary damages may be insufficient and the other party is entitled to injunctive relief in addition to other remedies.

10.4 Continuing Obligations

The obligations in this clause 10 continue in force after termination or expiry of this Agreement.

11. Data Protection

11.1 Security Services

Except to the extent resulting from a Breach by VA4U, VA4U provides security onboarding and support including awareness training, best-practice guidance, and access to security resources.

VA4U is responsible for the security configuration and management of the VA4U-supplied laptop and the access pathways it manages under clause 17. The Client remains responsible for its own systems, data backups, user permissions, instructions, cybersecurity protocols, Client-specific training, and implementation of recommendations.

Except to the extent resulting from a Breach by VA4U, VA4U is not responsible for Loss arising from any data breach caused or contributed to by a Remote Professional.

12. Privacy

Each party must comply with applicable Privacy Laws.

• (b) Overseas Access: The Client acknowledges that Client Data and Personal Information provided to VA4U may be accessed by Remote Professionals located in the Philippines, Indonesia, Sri Lanka and Egypt, and consents to that access.
• (c) Client Responsibility: The Client is responsible for ensuring it is permitted to provide the Remote Professional with access to personal information and for giving any privacy notices or obtaining any consent required by law. A separate consent is not required where the Client otherwise has a lawful basis to provide the authorised access. The Client is responsible for determining the lawful purposes for which Client information is used, authorising appropriate access, providing Client-specific privacy and security instructions, and ensuring that its privacy notices, engagement terms and collection practices accurately describe the handling and overseas access of personal information where required by law. VA4U does not provide privacy or legal advice, and the Client should obtain its own advice on its obligations.

Data breaches involving Personal Information must be notified within twenty-four (24) hours.

The Client indemnifies VA4U for failures to obtain proper consent.

12.2 Data Back-Up and Responsibility

VA4U is not responsible for backing up Client Data or Client IP and is not liable for Loss arising from failure to back up.

13. Limitation of Liability

13.1 Maximum Liability

• (a) Cap: Subject to clause 13.1(b) and clause 13.2, and to the maximum extent permitted by law, each party’s aggregate liability to the other party arising out of or in connection with this Agreement (whether under contract, in tort, under statute, or otherwise) is limited to an amount equal to the Fees paid by the Client to VA4U in the twelve (12) months preceding the relevant claim.
• (b) Exceptions (Unlimited Liability): The limitation of liability in clause 13.1(a) does not apply to, and will not limit, a party’s liability regarding: (i) fraud, criminal conduct, wilful misconduct, or gross negligence; (ii) the Client’s obligation to pay Fees, Placement Fees, or interest; (iii) breach of Clause 9 (Intellectual Property) or Clause 10 (Confidentiality); (iv) liability for death or personal injury.

13.2 Exclusions (No Consequential Loss)

(a) Neither party will be liable to the other for any Consequential Loss, including loss of profit, loss of data, loss of business opportunity, or damage to reputation.

(b) VA4U Specific Exclusions: VA4U is not liable for, and the Client releases VA4U from, any Loss arising from: (i) any Deemed Employment Relationship claim (except to the extent caused by a Breach by VA4U); (ii) errors, omissions or negligence of the Remote Professional made while acting under the Client’s direction, provided that this exclusion does not apply to the wilful misconduct of a Remote Professional or to a failure to comply with VA4U’s security requirements under clause 17; or (iii) errors in Client-provided information or instructions.

13.3 Mitigation

Each party must mitigate Loss.

13.4 Australian Consumer Law

Mandatory guarantees apply where required.

14. Non-Solicitation

(a) During the Term, and for a period of twelve (12) months after the effective date of termination or expiry of this Agreement, the Client must not, directly or indirectly:

• (i) engage, employ, contract with, or solicit for engagement or employment, any Remote Professional supplied to the Client or introduced to the Client by VA4U; or
• (ii) solicit for engagement or employment any employee, officer or contractor of VA4U with whom the Client has had contact in connection with the Services.

(b) The Placement Fee set out in clause 6.3 applies to any breach of clause 14(a).

(c) This clause does not prevent the Client from engaging any person who responds to a general public advertisement that is not specifically directed at VA4U personnel.

(d) The obligations in this clause 14 continue in force after termination or expiry of this Agreement.

15. Force Majeure, Notices and Assignment

15.1 Force Majeure

Neither party is liable for delay due to Force Majeure Events (excluding payment obligations).

15.2 Notification

Affected parties must notify and use best endeavours to remedy.

15.3 Variation of Terms

Any amendments to this Agreement must be in writing and signed by both parties.

15.4 Notices

Notices are effective when delivered by hand, post, or email in accordance with the specified timing rules.

15.5 Assignment and Subcontracting

The Client must not assign the Remote Professional without consent of VA4U.VA4U may subcontract without consent.

15.6 Miscellaneous

The parties acknowledge that they are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between them. This Agreement is governed by the laws of Queensland, Australia. If any provision of this Agreement is held to be invalid or unenforceable, it will be severed and the remaining provisions will remain in full force and effect. A waiver of any right under this Agreement must be in writing and does not operate as a waiver of any other right. Where a Force Majeure Event occurs, VA4U may suspend or reduce Fees to the extent reasonably proportionate to the impact of the Force Majeure Event on the Services.

15.7 Entire Agreement

This Agreement constitutes the entire understanding between the parties.

16. Defined Terms & Interpretation

16.1 Defined Terms

In this Agreement:

Affiliate means any of the following, wherever registered or incorporated in the world:

• (a) a holding company of VA4U Pty Ltd ;
• (b) a subsidiary of VA4U Pty Ltd ; or
• (c) a subsidiary of a subsidiary of VA4U Pty Ltd .

Background IP means the Client IP or VA4U IP, as applicable.

Breach by VA4U has the meaning given in clause 8.5, and is subject to the exclusions in clause 8.6.

Business Day means a day that is not a Saturday, Sunday or public holiday in Brisbane, Queensland.

Client Data means:

• (a) data provided by the Client to VA4U in connection with the Services;
• (b) data generated, compiled, arranged or developed by either party while providing the Services that relates to the Client’s business;
• (c) the Client’s Confidential Information; or
• (d) any materials, data or other information that a Remote Professional accesses in connection with the Work or the Services.

Client IP means all Materials owned or licensed by the Client which are created or derived independently of this Agreement by the Client (or a third party on behalf of the Client), and any Improvements to such Materials.

Commencement Date has the meaning given in clause 7.1.

Claims means any claim, action, suit, cause of action, demand or proceedings for any Loss including any such claim by way of indemnity, under contract (including any breach of this Agreement), in equity, under statute, in tort (including for negligence) or otherwise.

Confidential Information means any information, regardless of its form or the medium on which it is stored, of a confidential, non-public, or proprietary nature which, without limitation:

• (a) relates to the business and affairs of a party;
• (b) relates to VA4U, its clients, employees, contractors or other persons doing business with a party;
• (c) relates to this Agreement or the Services;
• (d) relates to the Intellectual Property Rights of a party;
• (e) relates to the terms or existence of this Agreement;
• (f) is by its nature confidential;
• (g) is designated as confidential by a party; or
• (h) the other party knows or ought reasonably to know is confidential,

and includes all trade secrets, know-how, financial information and other commercially valuable information.

Consequential Loss means any consequential, special, indirect or incidental Loss including, without limitation, loss of profit, loss of revenue, business interruption, loss of business, loss of opportunity, loss of reputation, or loss in connection with breach of third-party contracts or arrangements.

Created IP means:

• (a) any newly created Material; and
• (b) any novel combination of existing Material, arising from or in connection with the Services, whether created separately or jointly by the parties, excluding any Background IP or Third Party IP.

Deposit means the deposit set out in the Statement of Work.

Expiry Date means the expiry date set out in the Statement of Work.

Fees means the service fees and other fees set out in the Statement of Work, as varied in accordance with this Agreement.

Force Majeure Event means a matter beyond the reasonable control of a party, including acts of God, natural disasters, epidemic or pandemic, civil disturbance, war, industrial action, quarantine, embargo, governmental action, energy shortage, power or utilities interruption, or internet or telecommunications failures affecting service delivery in Australia or the Philippines, but excludes any failure to pay money due under this Agreement.

Government Agency means any foreign or domestic governmental, semi-governmental, administrative, fiscal, judicial or quasi-judicial body, authority, department, tribunal or agency.

GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) .

Improvements means any modification, enhancement, extension, adaptation, development or improvement in any form.

Insolvency Event means any event where a party:

• (a) becomes insolvent or unable to pay its debts as they fall due;
• (b) enters liquidation, administration or receivership; or
• (c) ceases or threatens to cease carrying on business.

Intellectual Property Rights means all present and future intellectual and industrial property rights throughout the world, whether registered or unregistered.

Law means any applicable law, regulation, statute, ordinance, code, judgment or governmental requirement.

Loss means any loss, cost, expense, damage or liability (including fines or penalties), whether direct, indirect or consequential.

Materials means material in any form, including documents, data, reports, designs, software, workflows, methodologies, processes, templates, source code, object code, and audiovisual content.

OH&S Law means any applicable occupational health and safety law, regulation, standard or code of practice.

Payment Terms means the payment terms set out in the Statement of Work.

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

Personnel means a party’s directors, officers, employees, agents and contractors.

Placement Fee has the meaning given in clause 6.3.

Privacy Laws means the Privacy Act 1988 (Cth) and any other applicable privacy or data protection laws.

Remote Professional means an independent contractor engaged by VA4U, its affiliate, or an approved Employer of Record provider, whose services are supplied to the Client under this Agreement.

Replacement Remote Professional means a Remote Professional provided by VA4U as a replacement under this Agreement.

Security Incident has the meaning given in clause 8.3.

Services has the meaning given in clause 2.1 and includes any Security Services (if applicable).

Statement of Work means a written statement of work accepted by VA4U describing the Services to be provided.

Support Package means any tiered service, training, consulting, or implementation package offered by VA4U.

Term means the Minimum Term and any subsequent period until this Agreement is terminated in accordance with clause 7.

Third Party IP means Intellectual Property Rights owned by a third party and licensed for use.

VA4U IP means all Materials owned or licensed by VA4U and developed independently of this Agreement, including Improvements.

Work means the duties or tasks carried out by a Remote Professional under the applicable Statement of Work.

16.2 Interpretation

Standard interpretation rules apply as set out in the original agreement.

16.3 Independent Contractor Relationship

Remote Professionals are engaged as independent contractors by Philippines Resources Pte Ltd or approved EOR providers. Misclassification indemnities apply.

17. Technology, Equipment & Security

Every Remote Professional engaged through VA4U will be provided with a dedicated laptop configured and managed by VA4U.

VA4U configures all laptops to be secured, locked down, and specific to the Client’s business requirements. Devices remain subject to VA4U’s security protocols, monitoring requirements, and IT management policies. Security settings, monitoring software, and access restrictions installed by VA4U must not be altered, removed, bypassed, or disabled.

The Remote Professional must use the dedicated VA4U-supplied laptop for all work performed for the Client. The option for a Remote Professional to use their own device does not apply.

17.1 Technology & Onboarding Fee

All new Client engagements will incur a once-off Technology & Onboarding Fee of $500 + GST.

This fee includes providing the Remote Professional with a dedicated laptop, along with full workstation setup, IT configuration, security implementation, account setup, and onboarding support to ensure the Remote Professional is fully operational from commencement.

The Technology & Onboarding Fee is payable before the Remote Professional’s commencement date and is non-refundable once onboarding activities have begun.

The once-off fee includes supply, configuration, security setup and delivery of the dedicated laptop. The ongoing monthly fee includes managed monitoring, security maintenance and remote IT support to the extent configured for the engagement. Any variation must be agreed in writing.

17.2 Ongoing Security & Monitoring

An ongoing technology support fee of $49 + GST per month applies for device monitoring, antivirus and malware protection, software updates, endpoint security management, remote IT support, VA4U’s Secure Remote Desktop (RD) environment and secure server access.

17.3 Dedicated Device Use

The dedicated laptop will be configured and managed for work use. The Remote Professional must not use it for personal activity, install unauthorised software, disable an agreed security control or permit another person to use it.

17.4 Approved Access and Security Requirements

VA4U must supply the Remote Professional with a dedicated VA4U laptop configured for the Services and must ensure the Remote Professional uses the approved access pathway and complies with the security requirements notified for the engagement.

The dedicated laptop provides physical separation between the Remote Professional’s personal activity and work performed for the Client. VA4U must maintain the agreed monitoring, security maintenance and remote IT support for the device while the ongoing fee under clause 17.2 is paid.

17.5 Client Systems and Access

The Client must provide individual user accounts, licences and access permissions required for the Services and should apply least-privilege access and multi-factor authentication where available. The Client remains responsible for the configuration, backup and administration of its own systems unless the parties agree otherwise in writing.

17.6 Use of Client Information

VA4U and the Remote Professional must use Client systems and information only for the Services. Client information must not be copied, downloaded, transferred, retained or disclosed outside the approved environment unless reasonably necessary for the Services and authorised by the Client.

17.7 Monitoring and Security Alerts

Any download alert, access anomaly or suspected unauthorised transfer identified through an agreed system must be reviewed promptly. Technical limits or blocks apply only where they are expressly included and configured by the relevant IT provider; monitoring must not be described as preventing every possible download or incident.

17.8 ROAM

ROAM may be used for workplace presence, availability, communication and support. It does not replace the secure server, endpoint protection, access controls or the Client’s security controls, and it will not be described as providing screenshots, keystroke logging, content inspection, antivirus protection or download blocking unless those functions are separately supplied and confirmed in writing.

17.9 End of Engagement

At the end of the engagement, or earlier on the Client’s reasonable request, access must be revoked and Client information held by the Remote Professional or VA4U must be returned or securely deleted, except to the extent retention is required by law. A VA4U device must be securely reset or reassigned under VA4U’s managed process.

ANNEXURE A – DIRECT DEBIT TERMS

Annexure A is reproduced in full and unchanged, except for replacement of the entity name with VA4U Pty Ltd and the VA4U administrative email address.