2.1

Management Advisors’ work will be based on information provided by the Client. Management Advisors will rely upon this information.

2.2

Any statements made by Management Advisors as to a likely future outcome in relation to the Agreement have been made in good faith and on the basis of information available to Management Advisors at the time. Given that future events depend on many factors that are outside Management Advisors’ control, no statement made by Management Advisors as to a likely future outcome will constitute a representation, undertaking or warranty of any kind.

2.3

There may be material errors in the work arising from circumstances and time available to obtain unverified, draft or change information. Management Advisors does not accept any liability for decisions that are made based on such information.

2.4

Management Advisors’ services may include advice and recommendations.  All decisions in connection with the implementation of such advice and recommendations shall be the responsibility of, and made by, the Client.

2.5

In the event of a claim by a third party relating to services under the Service Agreement Letter to which these Terms and Conditions relate, the Client will indemnify Management Advisors, its directors, employees, advisors, agents and servants from and against all liabilities, losses, damages, costs or expenses incurred or suffered by Management Advisors and against all actions, proceedings, claims or demands made against Management Advisors as a result of Management Advisors undertaking its services in relation this Agreement or in anyway connected to the subject matter of this agreement.

2.6

Management Advisors may vary its staff or consultants on the Agreement as required and without notice, except for Nick Farnan.

2.7

If the Client fails to pay any account rendered by Management Advisors, Management Advisors may exercise a lien over any document, book, record or any other materials in its possession until its fees and charges have been paid in full.

2.8

The Client acknowledges that Management Advisors is engaged under this agreement as an AFS licensee authorised to only transact with wholesale clients’ as defined under the Corporations Act 2001.

2.9

Section 2 of these Terms and Conditions survives the termination or expiration of the Agreement.

3.1

The Client agrees to indemnify and keep indemnified Management Advisors including any of its related companies, directors, officers, employees, representatives, consultants, or agents and associates (the “Management Advisors Group”) from and against all liability, loss or damage (including without limiting the generality of the forgoing all sums of money, actions, proceedings, suits, claims, demands, damages, costs, expenses, fines, settlements, assessments, judgments, reasonable cost and expenses for advice or concerning any compromise, and legal costs on an indemnity basis) arising out of but not limited to the performance or carrying out of the scope of matters as referred to in the  Agreement (whether related or unrelated to the Agreement),

3.3

The Client agrees to the extent permitted by law, that Management Advisors will not be liable (whether directly or indirectly, in contact or tort or otherwise) to the Client or any of its related bodies corporate or their respective officers and agents and hereby releases Management Advisors from any claim for or in connection with this Agreement or any transaction contemplated by or during this Agreement.

4.1

Subject to the provisions of Clauses 2 and 3 herein, which shall survive any termination of this Agreement, either party may terminate this Agreement upon giving one month’s prior notice in writing to the other party.  In the event the Agreement is terminated, the Client must immediately pay all amounts due to Management Advisors.

4.2

 In the event that this Agreement is terminated by either party and if a transaction for which any advisory and success fees as contemplated by this Agreement letter would otherwise have been payable then such a fee will become immediately payable to Management Advisors.

4.3

 Clause 4.2 survives the termination or expiration of the Agreement.

5.1

The Client will provide Management Advisors with such information as Management Advisors may reasonably request in connection with the performance of services required under this Agreement;

5.2

The Client will, at its own expense, engage such legal, taxation, accounting and other specialist advisers as may be required in connection with the Agreement and agrees that, such advice will be made available to Management Advisors.

5.3

All management plans or statements of opinion supplied to Management Advisors by the Client have been supplied after due and careful enquiry to confirm their accuracy; and

5.4

The Client must continue to inform Management Advisors on an ongoing basis of any material developments or changes to such information during the term of the Agreement.

6.1

Invoices are payable within 14 days of submission except where the Service Agreement letter states otherwise.

6.2

Management Advisors reserves the right to charge interest on overdue accounts at the Cash Target Rate, as fixed by the Reserve Bank of , plus 5%.

8.1

Management Advisors retains the copyright in all documents prepared by it.

8.2

The Client shall keep confidential any methodologies and technology used by Management Advisors to carry out the services as per the Service Agreement.