Client Service Agreement

This Agreement outlines the terms and conditions for the supply of services by Apeironcorp Pty Ltd trading as Complete Corporate Services (CCS) as agreed upon with you, hereinafter referred to as "The Client."

The agreement is also subject to all legislative requirements and the law.

This written agreement sets out the work that CCS is to perform for the Client and how CCS will charge its fees and costs to the Client.

1. The Work

CCS has accepted instructions from the Client to provide the services outlined in either of the Schedule 1 (Services) of this agreement.

The work may be varied by written agreement between CCS and the Client.

CCS will perform the work in a manner outlined in Schedule 2 (Code of Practice) of this agreement.

CCS will perform the work in a manner outlined in Schedule 2 (Code of Practice) of this agreement.

2. Persons who will perform the work

CCS has a number of specialised, risk, investigative and debt collection staff who will be involved in performing various aspects of the work to be performed for the Client.

3. Estimate of costs

Fees are calculated and provided within written communication to the client on a case by case basis.

CCS will provide the Client with documentation outlining the nature of the work performed, results, evidence and quotation for services in writing, and seek direction from the Client as to performing further work. CCS will continue further work at the Client's direction.

The major factors which will affect fees are as follows:

1. • The complexity and urgency of your matter;
2. • The difficulty of the objective and conduct of third parties, particularly persons of interest; (POI);
3. • The research and consideration of questions relevant to the matter;
4. • The strategies and tactics which you instruct us to employ;
5. • The commerciality of, and tactics employed by, another party, party to court proceedings and their solicitors;
6. • Our level of involvement in commercial or other negotiations;
7. • The amount of documents which are in your possession relevant to your matter and the time in which it will take for us to review them;
8. • The amount of time it will take for us to take detailed instructions from you and, where relevant, witnesses to enable us to prepare statements;
9. • The requirements placed on us by third parties e.g. barristers, courts, experts, government bodies;
10. • The amount of time taken

Acceptance of our fees is required prior to provision of the service or work being carried out. CCS will not implement your instructions unless or until it receives this duly executed Services Agreement.

4. Payment of invoices

Pre-Paid:

We shall render an invoice in anticipation of the proposed work, prior to work commencement.

This invoice must be paid prior to commencement of work.

Post-Pay:

In some instances we will provide credit terms.

An invoice will be rendered for work completed. This invoice must be paid within 14 days of receipt.

For the purposes of this agreement you will be deemed to have received our invoice if it is:

Receipt of our Invoice:

Given to you or to your agent personally - on the day it is given to you.

Sent to you at the email address provided - on the day it is sent.

Sent to you at the street address provided by post - the day following the day of posting.

OUR FEES: Outlined to you in writing by request.

5. Disbursements & Outlays

Disbursements and outlays are sums of money which we pay or become liable to pay to others on your behalf. These may include:

1. • Search fees
2. • Photocopying fees
3. • Court and other filing fees
4. • Transaction specific banking charges
5. • Clinical records from hospitals or medical centres
6. • Medical, expert reports and/or other external consultants
7. • Witnesses' fees and expenses
8. • Postage, courier and messengers
9. • Copying costs
10. • Transcript charges
11. • Travel expenses and accommodation costs
12. • Filing Fees
13. • Legal Instruments
14. • Service Fees

We will inform you of these disbursements and outlays as soon as is reasonably practicable and you agree to reimburse us.

6. Amendment of this agreement

Any amendments to this Agreement must be in writing.

7. Acceptance of this agreement

Acceptance of this agreement is indicated by:

1. • Clicking the "AGREE" tab;
2. • Giving instructions after receiving this agreement;
3. • Knowingly permitting us to act or continue to act on your behalf without advising us that you do not wish us to do so;

Failure to accept our offer within seven (7) days of the date of this agreement may result in the immediate withdrawal of our offer to act;

The law of each jurisdiction will apply to this agreement.

8. Termination of this agreement

You may terminate this agreement at any time.

If we intend to terminate the agreement, we will give you notice of our intention to terminate this agreement and the grounds on which the notice is based;

If this agreement is terminated either by us or you, you will be required to pay our professional fees and any disbursements and outlays incurred up to the date of termination, upon receipt of settlement proceeds;

9. File Retention

You acknowledge that we will retain files for a period of two (2) years after which they will be destroyed.

If you would like to keep the file once your matter has been finalised then please advise us of this fact.

CCS reserves the right to withhold all information, video evidence and reports generated, until full payment has been made by the client for any invoices outstanding.

10. Review

The parties agree that the agreement with be reassessed if necessary, at a time that is three (3) months from the date of execution for the purpose of continuation and reassessment of fees.

11. Guarantee

We guarantee the performance of our work in accordance with representations and fees, and in compliance with relevant legislation. All of our work, and the nature of our work however, is subject to a wide range of issues, notwithstanding the actions of third parties and available data, and as such we do not guarantee the success of our work.

12. Surveillance

Inclusive time starts from the time of commencement of travel to point of surveillance and is terminate at the time surveillance is ceased and travel to ceased from the activity.

All reasonable 'unplanned expenses' such as for reconnaissance, administration, travel, tolls and parking are charged in excess of the flat hourly rate.

Report preparation, processing of video and images, are charged at the flat hourly rate. Expenses over and above the capped total will be invoiced to the client.

Kilometres travelled during surveillance will be charged at the rate of $0.99 per kms to the client.

Any 'Planned Expenses' such as Theatre tickets, attendance at a restaurant, Hotel accommodation, city parking etc will be charged to the client.

In some circumstances additional agents may be required to complete the surveillance objectives. Any additional costs to the client will be discussed and agreed upon prior to commencing any surveillance investigation. The fees for additional agents are 80% the daily flat rate and hourly rate for each agent required.

Payment for the requested surveillance must be paid in full and received prior to the assignment commencement time.

The risk of losing a subject during surveillance can be influenced by the time of the day, the road traffic conditions and restrictions, and the awareness of the subject of surveillance methodologies. The client understands that the fees for services are not contingent on the outcome or results of the information collected, but solely for the attempt of collecting the said information. CCS makes no warranties or guarantees of any kind, express or implied as to the results of this investigation. The client understands that the nature of surveillance investigation is that a desired outcome is not and cannot be guaranteed.

13. Interference

The client agrees that they will not, nor will any friend, relative, colleague, employee, or agent of the client, interfere with the investigation process, and agree not to attend or visit in or around a location that is under surveillance or other investigation.

14. Accuracy of Information

The client understands that the accuracy of data is not always guaranteed, and although every care and effort is exercised to ensure all data is relevant and accurate, this may not always be the case. The full fee schedule is still payable if the investigator has made best efforts to provide accurate data.

15. Use of Information

The client agrees that they will not use any information provided to commit, or allow to be committed, any crime or willfully bring harm to any persons or company via either negligence or malice.

16. Court Orders

The client agrees that there are no legal orders in place that may be breached by engaging CCS in the scope defined above.

17. Confidentiality

The client agrees to keep all information provided by CCS private and only disclose it to parties who have a legitimate and lawful requirement to know.

18. Law

All applicable laws in the areas the works are done will govern the work performed by CCS. This is not negotiable, and CCS reserves the right to refuse any or all parts of a job if it is believed that any laws will be breached.

19. Legal professional privilege

Legal Professional Privilege applies to you/your client as the client. In this regard you/your client will own all our work, and such is unable to be released by us without your written consent.

20. Guarantee

Despite our best efforts, experience, and skill, we cannot guarantee results, or our quotation, which are always dependent upon 3rd parties. Our quote attempts to accurately provide an estimation of anticipated costs to execute the investigative strategy of our communication.

21. Disclaimer

The client understands that CCS provides absolutely no warranties or guarantees of any of the information provided, and any compensation due to loss or harm caused by CCS or any information provided by CCS is limited to the cost of providing the service. Information gathered by CCS may not be favorable to the client. If this is the case, all information, including information that may not be favorable to the client, will be treated the same, and if courtroom appearances or the presentation of such evidence is required, all information, including information that may not be favorable to the client, will be presented in whole.

22. Progress Reports

As a practice we shall issue you with regular Progress Reports which may vary, depending on the type of matters, from daily, weekly or fortnightly reports.

You are entitled to contact us and speak to us about your case progression on a reasonable basis. Where a Progress Report is provided for cases on a weekly or fortnightly basis, such will be specified by us, and CCS will accept up to two [2] 15 minute calls per week from clients regarding their case, over and above Progress Reports. Call accepted by CCS from clients that are in excess of two 15 minute calls per week, may at the discretion of CCS be charged to the client at a rate of $181.50 per hour.

23. Management of Client Cases

Once instructed, case managers in each division of the business will be appointed to manage your case. You will be assigned a case manager who will become your point of contact throughout the progress of the matter.

SCHEDULE 1 (SERVICES)

As directed by the Client, provision of either or;

• • Strategy
• • Investigation
• • Risk Management
• • Debt Collection & Cash Flow Management

SCHEDULE 2 - (CODE OF PRACTICE)

Introduction

Our CODE OF PRACTICE is a documented reflection as to the way that we do business and attempts to cover any issues of potential misunderstanding concerned with our trading style and our business philosophy.

Our CODE OF PRACTICE states the organisation's position on the issues that our clients might consider to be important criteria in the approval of suppliers.

Our CODE OF PRACTICE states clearly our organisation's position on important subjects like equality, ethics, contracts, conflict of interest, work methodology and duty of care.

Often these matters get overlooked in the process of buying and selling, only to surface later and cause problems because they've not initially been properly explained or understood.

Being able to provide a solid and fair code of practice is therefore important in order to establish a clear common understanding of expectations and deliverables between us and you.

Confidentiality

We are committed to maintaining the highest degree of integrity in all our dealings with potential, current and past clients, both in terms of normal commercial confidentiality, and the protection of all personal information received in the course of providing the business services concerned. We extend the same standards to all our clients, suppliers and associates.

Ethics

We always conduct our own services honestly and honorably, and expect our clients and suppliers to do the same. Our advice, strategic assistance and the methods imparted through our training, take proper account of ethical considerations, together with the protection and enhancement of the moral position of our clients and suppliers.

Duty of care

Our actions and advice will always conform to relevant law, and we believe that all businesses and organisations, including this consultancy, should avoid causing any adverse effect on the human rights of people in the organisations we deal with, the local and wider environments, and the wellbeing of society at large.

Conflict of interest

Due to the sensitive nature of our particular consultancy services, we will not provide a service to a direct competitor of a client, and we generally try to avoid any dealings with competitor companies even after the cessation of services to a client.

Contracts

Our contract will usually be in the form of a written proposal, including aims, activities, costs, timescales and deliverables. The quality of our service and the value of our support provide the only true basis for continuity. We always try to meet our clients' contractual requirements, and particularly for situations where an external funding provider requires more official parameters and controls.

Fees

Our fees are always competitive for what we provide, which is high quality, tailored, specialised service. As such we do not generally offer arbitrary discounts; generally a reduction in price is only enabled by reducing the level or extent of services to be delivered. That said we always try to propose solutions which accommodate our clients' available budgets and timescales. Wherever possible we agree our fees and basis of charges clearly in advance, so that we and our clients can plan reliably for what lies ahead, and how it is to be achieved and financially justified.

Payment

We aim to be as flexible as possible in the way that our services our charged. Some clients prefer fixed project fees; others are happier with retainers, and we try to fit in with what will be best for the client. We make no attempt to charge interest on late payments, so we expect payments to be made when agreed.

Intellectual property and moral rights

We retain the moral rights in, and ownership of, all intellectual property that we create unless agreed otherwise in advance with our clients. In return we respect the moral and intellectual copyright vested in our clients' intellectual property.

Quality assurance

We maintain the quality of what we do through constant ongoing review with our clients, of all aims, activities, outcomes and the cost-effectiveness of every activity. We encourage regular review meetings and provide regular progress reports. This consultancy has been accredited under a number of quality assurance schemes. Further details are available on request.

Professional conduct

We conduct all of our activities professionally and with integrity. We take great care to be completely objective in our judgment and any recommendations that we give, so that issues are never influenced by anything other than the best and proper interests of our clients.

Assessment

Upon receipt of all instructions, we will spend some time examining and analysing the instructions. In a number of cases, we will be required to provide strategic advice as to methodology and objectives. Although we make every endeavor to do this efficiently in some cases, this may take considerable analysis time, depending upon the nature of the matter and the volume of material required to be examined. In engaging us, the client understands and agrees that we are in some cases, we are unable to accurately quantify the amount of time necessary to undertake analysis, target development and objective setting. In most cases, we will quote and be bound on a project price to undertake this, however in engaging us, the client understands and agrees that our end advice, after analysis, may not appear commensurate with the account rendered, as the analysis process is often not quantifiable.

Result

At all times we make every effort to exceed client expectations, and over deliver on instructions. In some instances, objectives may be very difficult to achieve. Where this is clearly obvious we will advise the client of this. In doing this, the client however must understand that it is a term of our engagement, that the final result of our work is irrelevant, when assessing the payment of our account, as it is the nature of our work, that often it is necessary to depend on the cooperation of third parties, and integrity of the situation at hand.

Equality and discrimination

We always strive to be fair and objective in our advice and actions, and we are never influenced in our decisions, actions or recommendations by issues of gender, race, creed, color, age or personal disability.

Refund Policy

In compliance with Consumer legislation we have a Refund Policy.

Please choose our goods and services carefully. We do not normally give refunds if you simply change your mind or make a wrong selection. You can choose between a refund, exchange or credit where goods are faulty, goods or services are wrongly described, or different from a sample shown to you or don't do what they are supposed to do.

When do we have a refund?

Clients have the right to a replacement or refund if they:

• • have a fault that the client could not have known about at the time of purchase;
• • did not do the job the client was led to believe they would;
• • did not match the sample shown to the client; and/or
• • are not as they were described.

Clients are entitled to ask for a full refund, partial refund or a repeat service at no charge (depending on the circumstances) if a service supplied:

• • is not an acceptable saleable standard;
• • is not the same as the description provided by the salesperson or advertisement;
• • does not match the demonstration shown at the time of purchase; and/or
• • does not do the job or perform to the standard that the client was led to believe.

Our rights as a trader

We don't have to provide a refund if the client:

• • simply changes their mind or no longer wants the goods or service;
• • realises they cannot afford the goods or service;
• • found the same item or service at a cheaper price elsewhere;
• • chose the wrong product or service;
• • was responsible for causing a fault or damage after purchase;
• • insisted on the service being done despite warnings it may not meet their needs;
• • took action that voided or damaged the outcomes provided by the service.

We also do not need to provide a refund immediately if there is a dispute in relation to the client's allegations. If the client has had some partial use or benefit from the goods or service before a fault or problem developed, we are entitled to negotiate a partial refund or other compensation. Clients cannot ask for a cash refund unless they paid cash at the original time of purchase.

The client's obligations

If clients ask for a refund, they should:

• • report the fault and or return the goods within a reasonable time (based on the goods and services and their use);
• • provide details of the fault;
• • provide details of the fault;
• • stop using the faulty goods or service, until they can be returned or rectified; and
• • look after the goods until they are returned.

Clients have the option of choosing between a part refund, repair or replacement, but not a full cash refund. If the clients have bought on credit, they are not entitled to a cash refund. Clients can ask for a refund of deposit or of any payments they have made and a cancellation of the outstanding balance. Clients can also ask for a credit to the value of any items they traded-in.

Services

All of our services are documented in detail and form part of our Operations, Administration and Quality Manual of Practice.