These Terms and Conditions, together with the Engagement Letter, apply to all work performed by Optimize Business Advisory for the Client with respect to the Engagement. These Terms and Conditions are applicable for Engagement Letters commencing from 4 October 2019.

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1. Definitions

1.1 Agreement
Means the agreement between Optimize Business Advisory and the Client as set out in these Terms and Conditions and the Engagement Letter, together with any changes to the Agreement that are agreed in writing between the parties.

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1.2 ATO
Means the Australian Taxation Office.

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1.3 Client
Is defined in the Engagement Letter.

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1.4 Commencement Date
Means the date of execution of the Engagement Letter by or on behalf of the Client or the date on which the Services commenced, whichever is earlier.

 

1.5 Confidential Information
Means all non-public information or documents which either party receives or produces in connection with the Services and includes Optimize Business Advisory’s working papers, information, and methodologies, but does not include any information which is: a. Or becomes generally available to the public other than as a result of a breach of this clause; b. Known to either party prior to Optimize Business Advisory commencing the Services; c. Received from a third party who owes no obligation of confidence in respect of the information; or d. Developed by either party independently of the services to which the Agreement relates.

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1.6 Optimize Business Advisory
Means Optimize Business Advisory Pty Ltd ACN 636 631 037.

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1.7 Engagement
Means the engagement by the Client of Optimize Business Advisory to perform the Services, as contemplated in the Engagement Letter.

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1.8 Engagement Letter
Means the engagement letter for the services to be provided.

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1.9 Fees
Means the fees described in the Engagement Letter and Fee Agreement, together with any consideration for the ad hoc scope delivered.

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1.10 GST Law
Has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and includes any other Act or regulation relating to the imposition or administration of GST.

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1.11 Intellectual Property Rights
Includes all rights throughout the world in relation to patents, copyright (including moral rights), designs, registered and unregistered trademarks, trade secrets, know-how, confidential information, and all other intellectual property and any right to register those rights, whether created before or after the date of the Agreement and in all cases for the duration of those rights and any renewal.

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1.12 Privacy Act
Means the Privacy Act 1988 (Cth).

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1.13 Services
As defined in the Engagement Letter.

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1.14 Cancellation Notice
Means that notice which a Party must give to cancel any Service covered by an Engagement Letter.

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2. Performance of Services

2.1 The scope of the Services is limited to the work specified in the Engagement Letter. The Services provided by Optimize Business Advisory are covered under the Fee Agreement as detailed in the Engagement Letter. The Client agrees to the Fees outlined in the Engagement Letter, which encompass the scope of the Services provided.

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2.2 Optimize Business Advisory may have to rely on external information or public records to carry out the Services. Optimize Business Advisory has no liability for any loss or damage caused by errors or omissions in external information or public records.

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2.3 Changes in the law may take place before advice provided by Optimize Business Advisory is acted upon or may be retrospective in effect. Unless specifically stated in the Engagement Letter, Optimize Business Advisory has no responsibility for informing the Client of changes in the law or interpretations affecting advice previously given by Optimize Business Advisory.

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2.4 Some of the matters on which Optimize Business Advisory may be asked to advise the Client may have implications (including in relation to tax) for persons or entities other than the Client. Unless advising on such implications is expressly included in the Services, Optimize Business Advisory has no liability to the Client or any person or entity in respect of those implications, and the Client indemnifies Optimize Business Advisory against any claim by any such persons or entities in this regard.

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2.5 The Services are not legal Services and do not constitute legal advice. We recommend you seek legal advice.

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2.6 The Services are not financial advice or financial product advice. Optimize Business Advisory does not provide financial advice and recommends that you contact a suitably qualified and licensed financial planner if you require financial advice.

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2.7 Optimize Business Advisory will not audit or independently verify the accounting records or information that you have provided in connection with the Services. Optimize Business Advisory’s work will be based on documents and information provided to it, or obtained by it in connection with the Services. Optimize Business Advisory will not verify the accuracy and completeness of such documentation or information.

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3. Client’s Disclosure and Record-Keeping Obligations

3.1 The Client is required by law to keep full and accurate records relating to the Client’s tax affairs. The preparation of your income tax return does not constitute a prudential tax audit and cannot be relied upon as such. The onus is on you, the taxpayer, to self-assess and there are substantial penalties for incorrect returns. You should carefully review the income tax return to ensure that items shown are accurately stated so that amendments can be made for any incorrect matters.

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3.2 It is the Client’s obligation to provide Optimize Business Advisory with all information that the Client reasonably expects will be necessary to allow Optimize Business Advisory to perform the Services within a timely manner or as requested. This includes providing accurate and complete responses to questions asked of the Client by Optimize Business Advisory within a reasonable timeframe. Inaccurate, incomplete, or late information could have a material effect on the Services and/or Optimize Business Advisory’s conclusions and may result in additional fees. Optimize Business Advisory will not verify the underlying accuracy or completeness of information provided to Optimize Business Advisory by or on behalf of the Client.

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3.3 The Client is also required to advise Optimize Business Advisory on a timely basis if there are any changes to the Client’s circumstances that may be relevant to the performance of the Services. Specifically, if any subsequent event results in the information the Client provided to Optimize Business Advisory being inaccurate, incomplete, or misleading, then the Client is obliged to advise Optimize Business Advisory as soon as possible. Optimize Business Advisory has no liability for Optimize Business Advisory’s advice being inaccurate, incomplete, or misleading as a result of it being based on inaccurate, incomplete, or misleading information being provided to Optimize Business Advisory or information not being provided to Optimize Business Advisory on a timely basis.

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3.4 The Client agrees that the performance of the Services is dependent on the performance of the Client’s obligations relating to disclosure and record keeping.

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3.5 Australian taxation legislation contains specific provisions that may provide the Client with “safe harbours” from administrative penalties for incorrect or late lodgement of returns if, amongst other things, the Client gives Optimize Business Advisory all relevant taxation information in a timely manner. Accordingly, it is to the Client’s advantage that all relevant information is disclosed to Optimize Business Advisory as any failure by the Client to provide this information may affect the Client’s ability to rely on the “safe harbour” provisions and will be taken into account in determining the extent to which Optimize Business Advisory has discharged its obligations to the Client.

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3.6 The Client is also required to advise Optimize Business Advisory if the Client becomes aware of any conflict of interest or potential conflict of interest. Generally, a conflict of interest is any event which may result in Optimize Business Advisory becoming unable to remain objective in the performance of its services to the Client. Some examples of events which could give rise to a conflict of interest or potential conflict of interest during this engagement are changes to the Client’s business circumstances, events affecting the Client’s family (for example, death and/or marriage breakdown), or a legal action commencing against the Client.

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4. Client’s Rights and Obligations under Taxation Laws

4.1 The Client has certain rights under taxation laws, including the right to seek a private ruling from the ATO or to appeal or object against a decision made by the Commissioner. As relevant, Optimize Business Advisory will provide further information to the Client concerning the Client’s rights under Australian taxation laws during the conduct of the Engagement.

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4.2 The Client also has certain obligations under Australian taxation laws, such as the obligation to keep proper records and the obligation to lodge returns by the due date.

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5. Optimize Business Advisory’s Obligations

5.1 Optimize Business Advisory has a duty to act in the Client’s best interests. However, the duty to act in the Client’s best interests is subject to an overriding obligation to comply with the law even if that may require Optimize Business Advisory to act in a manner that may be contrary to the Client’s interests. For example, Optimize Business Advisory could not lodge an income tax return for the Client that Optimize Business Advisory knew to be false in a material respect.

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5.2 Optimize Business Advisory also has an obligation to ensure that Optimize Business Advisory manages conflicts of interest as they arise. In this regard, Optimize Business Advisory has arrangements in place to ensure that Optimize Business Advisory manages potential or actual conflicts of interest. The effective operation of these arrangements depends, in part, on the Client complying with its obligation to disclose any potential conflicts of interest to Optimize Business Advisory (see clause 3.6 above).

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5.3 The Services will be based on the law, including Australian taxation law, in force, and the applicable practices of the ATO, at the date of the provision of the Services. It is the Client’s responsibility to seek updated advice if it intends to rely on Optimize Business Advisory’s advice at a later stage. Optimize Business Advisory notes that Australian taxation laws are often subject to frequent change and Optimize Business Advisory’s advice will not be updated unless specifically requested by the Client at the time of the change in law or announced change in law.

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6. Services Solely for Client Benefit

Unless expressly provided otherwise in the Engagement Letter, the Services are provided solely for the Client’s benefit and use. Except as required by law, the Client must not provide any documentation or deliverables in respect of the Services to any third party (including, without limitation, the filing of information containing or referring to any of Optimize Business Advisory’s reports with regulators or the inclusion of Optimize Business Advisory’s reports in any public document) without Optimize Business Advisory’s prior written consent. Optimize Business Advisory accepts no liability or responsibility to any third party in respect of the Services.

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7. Confidentiality

7.1 Subject to clauses 7.2 and 7.3, neither Optimize Business Advisory nor the Client may disclose Confidential Information about or belonging to the other without the other’s consent.

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7.2 Optimize Business Advisory may disclose Confidential Information to its officers, employees, and subcontractors in relation to the provision of the Services, to assist in quality assurance reviews or for business purposes, and either party may disclose Confidential Information to: a. Its insurers or professional advisors, provided that the Confidential Information remains confidential; b. If required to do so by law or by a regulatory authority, including under subpoena; or c. If required for the proper performance of the Services.

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7.3 Optimize Business Advisory may cite the performance of the Services to third parties to promote the business carried on by Optimize Business Advisory.

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8. Privacy of Personal Information

8.1 In performing the Services, Optimize Business Advisory agrees to comply with all applicable requirements of the Privacy Act and any other applicable legislation or privacy guidelines.

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8.2 If the performance of the Services requires a third party to the Agreement to supply personal information to Optimize Business Advisory on the Client’s request, the Client must ensure that the third party has satisfied the requirements of the Privacy Act and the disclosure of such personal information to Optimize Business Advisory is lawful.

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8.3 If the Services require Optimize Business Advisory to collect personal information from a third party, the Client must ensure that such collection of personal information complies with the Privacy Act, and do and be responsible for all things necessary (including obtaining appropriate consents) for Optimize Business Advisory to collect such personal information.

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9. Quality Control

Optimize Business Advisory may be subject to quality control review programs conducted by industry and professional bodies in Australia. The work Optimize Business Advisory performs for the Client may be selected by the examiners for review. The Client acknowledges that, if requested, Optimize Business Advisory’s files relating to the Engagement will be made available to such examiners. If the Client objects to being included in any of these review processes, the Client must advise Optimize Business Advisory in writing at the commencement of the Engagement and Optimize Business Advisory will use its best endeavours to exclude the Engagement from such review.

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10. Intellectual Property

10.1 Unless otherwise specified in the Engagement Letter, Intellectual Property Rights in the Services shall remain the property of Optimize Business Advisory.

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10.2 Title to all Intellectual Property Rights in relation to the Client’s data remains the Client’s property. The Client grants Optimize Business Advisory a licence to use, copy, transmit, store and backup the Client’s information and other data for the purposes of enabling the Client to access and use the Services and for any other purposes related to the provision of services to the Client. The Client’s access to data is contingent on full payment of the Fees.

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10.3 The Client must retain original copies of all data provided to and by Optimize Business Advisory. Optimize Business Advisory does not give a warranty or undertaking that there will be no loss of data. Optimize Business Advisory has no liability for any loss of client data.

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10.4 Subject to clause 7, Optimize Business Advisory will not be restricted by the Agreement from developing and using in the future any techniques, methodologies, ideas, concepts, information and general know-how developed in the course of providing the Services.

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10.5 The Client must not use Optimize Business Advisory’s logo on any websites or in any public statement or document, (including any filing with a regulator) without obtaining Optimize Business Advisory’s prior written consent.

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10.6 The working papers for the Engagement, including electronic documents and files, are Optimize Business Advisory’s property and constitute Confidential Information of Optimize Business Advisory.

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11. Documents

11.1 At the end of the Engagement, Optimize Business Advisory will keep the Client’s file and documents for the minimum period stipulated by any relevant legislation.

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11.2 If the Client becomes aware that any document relating to the Engagement is, or is reasonably likely to be, required as evidence in a legal proceeding, the Client must immediately advise Optimize Business Advisory.

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11.3 If Optimize Business Advisory is provided with custody of any documents by the Client or on the Client’s behalf, including share registers or constitution documents, those documents will be retained during the course of the Engagement (unless their earlier return is requested), at the end of which they will be returned to the Client unless separate arrangements have been made. Optimize Business Advisory may retain copies of all such documents.

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11.4 Optimize Business Advisory reserves the right to exercise a lien over any documents and files belonging to the Client which may be in Optimize Business Advisory’s possession.

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11.5 All original documents obtained from the Client arising from the Engagement will remain the Client’s property. However, Optimize Business Advisory reserves the right to make a reasonable number of copies of the original documents for Optimize Business Advisory’s records.

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11.6 Optimize Business Advisory may store your electronic documentation in a cloud-based storage platform, managed by a third-party provider. You consent to data being stored in these online storage platforms. Optimize Business Advisory will not be held responsible or liable for any loss or damage arising from your information being stored in cloud-based storage platforms.

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12. Electronic Communications

12.1 Optimize Business Advisory may communicate with the Client electronically. The Client consents to Optimize Business Advisory sending electronic communications to the Client, including email.

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12.2 Electronically transmitted information cannot be guaranteed to be secure or virus- or error-free, and consequently, such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or otherwise be adversely affected or unsafe to use. Optimize Business Advisory will not be liable to the Client in respect of any error, omission or loss of confidentiality arising from or in connection with the electronic communication of information to the Client.

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13. Limitation of Liability

13.1 Liability limited by a scheme approved under Professional Standards Legislation. Further information on schemes is available from the Professional Standards Councils’ website: http://www.psc.gov.au.

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13.2 To the extent permitted by law, Optimize Business Advisory has no liability for any indirect, incidental, or consequential expense, loss, damages, or costs, loss of profits or revenue, business interruption, loss of data, or failure to realize anticipated savings or benefits whatsoever incurred by or awarded against the Client (whether or not Optimize Business Advisory has been advised of the possibility of such expense, loss, damage, or costs) arising in any way out of or in relation to the Services.

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13.3 If the Client makes any claim against Optimize Business Advisory for loss arising out of or in connection with the Services or the Agreement, liability for the Client’s loss and any amount the Client may recover will be apportioned having regard to the respective responsibility for the loss.

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13.4 To the extent permitted by law, the Client is liable for and must indemnify and hold harmless Optimize Business Advisory and its directors, employees, and subcontractors from and against any liabilities, losses, claims, costs, damages, or expenses, or actions that may be asserted by any third party, arising from the Client’s breach of the Agreement or in connection with any third-party claims arising out of or in relation to the provision of the Services or any use by the Client of any deliverable under the Agreement, or the Client’s breach of the Agreement, and must pay Optimize Business Advisory on demand for all costs and expenses (including legal fees on a solicitor/client basis) incurred by Optimize Business Advisory in connection with any such action or claim.

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13.5 Optimize Business Advisory has not made any, and to the extent permitted by law, Optimize Business Advisory excludes, all warranties, conditions, or guarantees of any nature in respect of the Services or the satisfactory conclusion of the Services or with respect to the economic, financial, or other results which the Client may experience as a result of the provision of the Services.

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13.6 Where warranties, conditions, or guarantees or any other rights are implied in the Agreement or otherwise conferred by the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth) or other laws, and it is not lawful or possible to exclude them, then those warranties, conditions, or guarantees or other rights will (but only to the extent required by law) apply to the Agreement. To the extent permitted by law, Optimize Business Advisory limits its liability in respect of such warranties, conditions, and guarantees to the supply of the Services again or the payment of the cost of having the Services supplied again.

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13.7 The Client agrees not to bring any claim (whether in contract, tort (including negligence), or otherwise) arising out of or in connection with the Services against any of Optimize Business Advisory’s officers, employees, or subcontractors personally. This will not limit or exclude any liability Optimize Business Advisory may have for their acts or omissions. This clause is expressly for the benefit of Optimize Business Advisory’s officers, employees, and subcontractors, and the Client agrees that each officer, employee, and contractor is entitled to rely on this clause as if they were parties to the Agreement.

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14. Expenses

If Optimize Business Advisory receives any notice or demand issued by any third party, including the Australian Securities and Investments Commission, the ATO, the Australian Securities Exchange operated by ASX Limited and known as ASX, any government statutory body or instrumentality or any court or tribunal in relation to or in connection with the Services, the Client must pay Optimize Business Advisory’s reasonable professional costs and expenses (including solicitor/client expenses) in complying with or challenging any such notice or demand to the extent that Optimize Business Advisory’s costs and expenses are not recovered or recoverable from the party issuing the notice or demand. Optimize Business Advisory will notify the Client as soon as practicable (unless restricted by law) where Optimize Business Advisory receives any such notice or demand.

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15. Interest on Unpaid Costs

If the Client does not make any payment due to Optimize Business Advisory under the Agreement by the due date for payment, then Optimize Business Advisory may charge the Client interest on the unpaid amount at an amount equal to the Australian Financial Markets Association bank bill swap (BBSW) rate quoted on Reuters page “BBSW” for bank bills of a tenor of 90 days plus 2% per annum. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount and will compound monthly. The Client must pay the interest together with the overdue amount.

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16. GST

16.1 Words or expressions used in this clause that are defined in the GST Law have the same meaning given to them in that Act.

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16.2 Unless otherwise stated, any amount specified in the Agreement as the consideration payable for any taxable supply does not include any GST payable in respect of that supply.

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16.3 If a party makes a taxable supply under the Agreement (Supplier), then the recipient of the taxable supply (Recipient) must also pay, in addition to the consideration for that supply, the amount of GST payable in respect of the taxable supply at the time the consideration for the taxable supply is payable.

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16.4 Notwithstanding clause 16.3, the Recipient is not obliged under the Agreement to pay the amount of any GST payable until the Supplier provides it with a valid tax invoice for the taxable supply.

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16.5 If an adjustment event arises in relation to a taxable supply made by a Supplier under the Agreement, the amount paid or payable by the Recipient pursuant to clause 16.3 will be amended to reflect this, and a payment will be made by the Recipient to the Supplier or vice versa as the case may be.

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16.6 If a third party makes a taxable supply and the Agreement requires a party to the Agreement (the payer) to pay for, reimburse, or contribute to any expense or liability incurred by the other party to that third party for that taxable supply, the amount the payer must pay will be the amount of the expense or liability plus the amount of any GST payable in respect thereof but reduced by the amount of any input tax credit to which the other party is entitled in respect of the expense or liability.

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17. Restraint

17.1 In order to protect Optimize Business Advisory’s interests in relation to the intellectual property and goodwill of the business, the Client agrees that, subject to the further terms herein, during the Term and for a period after the cancellation of this Agreement, the Client will not do any of the following without the prior written consent of Optimize Business Advisory:

a. Undertake, carry on, or be engaged in or concerned with, in any capacity whatsoever, any business which is in competition with the business of Optimize Business Advisory.

b. Engage directly, solicit, or entice away any staff (including Team Members) or contractors who were introduced to the Client by Optimize Business Advisory for personal gain or for the benefit of the Client or the Client’s Related Entities or any competitor of Optimize Business Advisory.

c. Interfere or attempt to interfere in any way with the contractual relationship between Optimize Business Advisory and any person who is or was employed by Optimize Business Advisory, including any Team Member.

d. Advise any third party, advise any business similar to or in competition with the business of Optimize Business Advisory, or advise any employee of a business similar to or in competition with the business of Optimize Business Advisory, on trade secrets, intellectual property, product information, or confidential information of Optimize Business Advisory.

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17.2 In the event of a breach of clauses 17.1(b) or 17.1(c) regarding a Team Member, Optimize Business Advisory may elect (in Optimize Business Advisory’s absolute discretion) to recover from the Client:

a. Liquidated damages in the amount of six (6) months' Fees payable in respect of the relevant Team Member; or

b. The actual amount of Optimize Business Advisory’s loss arising from the breach.

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17.3 The Client acknowledges that Optimize Business Advisory has invested substantial resources into hiring, upskilling, and delivering quality outsourced accounting personnel to its clients, including identifying, training, and retaining its Team Members across an international client base, such that liquidated damages may not be an adequate remedy in the event of a breach of clause 17.1 of this Agreement. The Client acknowledges that the liquidated damages which may become payable pursuant to clause 17.2 are a genuine pre-estimate of loss, and that Optimize Business Advisory’s actual loss may be higher, or the payment of damages or compensation may not be an adequate remedy.

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17.4 The restraints in clause 17.1 apply during the Restraint Period and within the Restraint Area (referred to below).

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17.5 Restraint Area means:

a. Anywhere in the world; or

b. In the Asia-Pacific region; or

c. In Australia.

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17.6 Restraint Period means:

a. 12 months.

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17.7 Each restraint contained in this Agreement (resulting from any combination of the wording in this clause 17) constitutes a separate and independent provision, severable from the other restraints. If a court of competent jurisdiction finally determines any such restraint to be unenforceable in whole or in part, the enforceability of the remainder of that restraint and any other restraint will not be affected.

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17.8 The Client will provide to Optimize Business Advisory within 7 days of written demand:

a. A true copy of all written communications occurring within any reasonable preceding period specified by Optimize Business Advisory between the Client (including by its servants or agents) and any of Optimize Business Advisory’s current or former Team Members (as specified by Optimize Business Advisory).

b. A complete list of all accounting and administrative staff and contractors engaged by the Client and/or its associated and related entities.

c. A statutory declaration by the Client.

d. Any other information reasonably required by Optimize Business Advisory to satisfy itself (in its absolute discretion) as to the circumstances of any actual or apprehended breach of this clause 17.

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17.9 The Parties agree that:

a. Optimize Business Advisory will keep confidential any information provided to it in accordance with clause 17.8, save for as necessary to enforce its rights under or connected with this Agreement, including disclosure to its advisers, or as required by law.

b. Any failure by the Client to comply with clause 17.8 shall constitute prima facie evidence of a breach by the Client of its obligations in Clause 17.1.

c. The information which Optimize Business Advisory may require the Client to produce by clause 17.8 is necessary for Optimize Business Advisory to overcome impracticality in commencing a Court proceeding to enforce its rights under this clause 17.

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17.10 All provisions in this clause 17 survive termination or expiration of this Agreement.

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18. Notices

18.1 Notices under this Agreement may be delivered by hand, by mail, or by email to the address specified below or to such other address as either Party may substitute from time to time by written notice to the other, and shall be deemed validly given upon receipt of such notice given by electronic mail, certified mail, postage prepaid, or personal or courier delivery:

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Optimize Business Advisory: PO Box 437 Scarborough 6922

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18.2 Notice will be deemed given:

a. In the case of hand delivery, upon written acknowledgment of receipt by an officer or other duly authorized employee, agent, or representative of the receiving party.

b. In the case of mail, upon certified mail signature receipt.

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18.3 Notices under this Agreement may be made by email or other electronic means as the parties have:

a. Agreed that electronic communication is to be an acceptable form of communication; and

b. Notified each other of their respective email addresses through other electronic communications and any other information required to enable the sending and receipt of information by electronic means.

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18.4 Any electronic communication is to be treated as given when delivered in readable form addressed in the manner specified in clause 18.3.

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18.5 Each Party must promptly notify the other party of any change to their email address, or any other such information supplied by them.

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19. Subcontractors

19.1 Optimize Business Advisory reserves the right to engage subcontractors in the performance of the Services. Subject to any contrary provision in the Engagement Letter, Optimize Business Advisory will remain liable to the Client for any of the Services that are provided by Optimize Business Advisory’s subcontractors.

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20. Termination and Survival

20.1 Optimize Business Advisory and the Client may terminate this Agreement by providing a written Cancellation Notice ("Exhibit A") to the other party specifying the event or events in relation to which the notice is given pursuant to the terms of this Agreement.

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20.2 Either Party may terminate this Agreement or any Engagement Letter:

a. For any reason by mutual agreement;

b. At any time by giving the other Party ninety (90) days prior written notice thereof;

c. Immediately in the event that either Party becomes insolvent;

d. If the other Party commits a breach of this Agreement and the breach is material and not capable of being remedied; and

e. Upon the other Party’s failure to cure a breach of this Agreement or any Engagement Letter within seven (7) days of receipt of written notice describing the nature of the alleged breach when the breach is capable of being remedied.

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21. General

21.1 Entire Agreement
This Agreement, together with the Engagement Letter, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior communications, agreements, or understandings, either oral or written, between the parties.

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21.2 Amendments
No modification or amendment to this Agreement shall be binding unless executed in writing by both parties.

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21.3 Waiver
A waiver by either party of any term or condition of this Agreement, or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.

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21.4 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

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21.5 Assignment
The Client may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Optimize Business Advisory. Any purported assignment without such consent shall be null and void.

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21.6 Force Majeure
Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including, but not limited to, acts of God, natural disasters, war, or acts of terrorism.

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21.7 Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Western Australia. The parties agree to submit to the exclusive jurisdiction of the courts of Western Australia.

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21.8 Relationship of the Parties
Nothing in this Agreement creates a joint venture, partnership, or agency relationship between the parties. Neither party has the authority to bind the other or incur obligations on the other's behalf without prior written consent.

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21.9 Headings
Headings are included in this Agreement for convenience only and shall not affect the interpretation of the Agreement.