Overview

These terms and conditions ("Terms") apply to all consulting and advisory services provided by Gari Johnson trading as GTMAPAC (ABN 93 198 821 536) ("Consultant", "we", "us", "our") to clients ("Client", "you", "your").

By signing a Letter of Engagement or accepting our services, you agree to be bound by these Terms.

1. Services

1.1 The scope of services is as defined in the Letter of Engagement ("LoE") agreed between the parties.

1.2 Any modification to scope, timeline, or deliverables requires written agreement from both parties.

1.3 If you request additional services or scope changes, we will provide a written estimate of any additional fees and timeline impact for approval before proceeding.

2. Payment

2.1 Fees for services are as stated in the LoE.

2.2 Payment is due in accordance with the payment schedule set out in the LoE.

2.3 Payment is to be made by electronic funds transfer (EFT) to the account specified on the invoice, within 7 days of invoice date unless otherwise agreed.

2.4 Fees paid are non-refundable.

2.5 A valid tax invoice will be provided for each payment. GST will be charged in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

2.6 If payment is overdue, we reserve the right to suspend services until payment is received.

3. Confidentiality

3.1 Each party agrees to keep confidential all information received from the other party that is not publicly available, including business data, customer information, strategies, and any materials marked as confidential.

3.2 Confidential information may only be disclosed:

• (a) with the prior written consent of the disclosing party;

• (b) to employees, contractors, or advisers who need to know and are bound by equivalent confidentiality obligations; or

• (c) as required by law or regulation.

3.3 These confidentiality obligations survive termination of the engagement and continue for a period of two (2) years.

3.4 These Terms do not replace any separate Non-Disclosure Agreement between the parties, which will prevail to the extent of any inconsistency.

4. Intellectual Property

4.1 Each party retains ownership of its pre-existing intellectual property and data.

4.2 You own all rights in the deliverables produced under the engagement, as specified in the LoE.

4.3 We retain ownership of all methodologies, frameworks, templates, and know-how used in delivering the services, which may be used in other engagements.

4.4 Neither party has any claim to intellectual property created, uncovered, or discovered by the other party outside the agreed deliverables.

5. Privacy

5.1 We handle all personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

5.2 Personal information collected during an engagement will only be used for the purposes of delivering the agreed services.

5.3 Our full privacy policy is available at gtmapac.com/privacy. By engaging our services, you acknowledge you have had the opportunity to review this policy.

6. Limitation of Liability

6.1 To the maximum extent permitted by law, our total liability under any engagement is limited to the fees actually paid by you under that engagement.

6.2 We are not liable for any indirect, special, incidental, or consequential damages, including loss of profit, revenue, data, or business opportunity, even if advised of the possibility of such damages.

6.3 We are not liable for any loss arising from your decisions or actions based on the analysis or recommendations we provide.

6.4 Nothing in these Terms excludes or limits liability that cannot be excluded or limited under Australian law, including liability under the Australian Consumer Law.

7. Warranties and Disclaimers

7.1 We warrant that services will be performed with reasonable skill and care.

7.2 Our analysis and findings are based on information available at the time and are provided for informational purposes only. They do not constitute financial, legal, or investment advice.

7.3 We make no warranty as to the accuracy, completeness, or reliability of any analysis or recommendations, or that any particular outcome will be achieved.

7.4 Except as expressly stated in these Terms or the LoE, all other warranties, conditions, and guarantees are excluded to the maximum extent permitted by law.

7.5 You warrant that you have the authority to engage our services and to provide access to data and personnel as contemplated by the engagement.

8. Termination

8.1 Either party may terminate an engagement at any time by providing written notice to the other party.

8.2 On termination:

• (a) you will pay in full for all work completed and delivered up to the date of termination;

• (b) fees already paid are non-refundable; and

• (c) each party will return or destroy the other party's confidential information on request.

8.3 The following provisions survive termination: Confidentiality (Section 3), Intellectual Property (Section 4), Limitation of Liability (Section 6), Warranties and Disclaimers (Section 7), and Resolving Disputes (Section 9).

9. Resolving Disputes

9.1 These Terms are governed by the laws of New South Wales, Australia.

9.2 The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

9.3 Before commencing legal proceedings, the parties agree to attempt to resolve any dispute by:

• (a) direct negotiation between senior representatives of each party; and

• (b) if unresolved within 14 days, mediation administered by the Australian Disputes Centre, with costs shared equally.

9.4 Nothing in this section prevents a party from seeking urgent injunctive relief.

10. General

10.1 The LoE and these Terms constitute the entire agreement between the parties for each engagement and supersede all prior discussions and agreements relating to that engagement.

10.2 Any amendment to these Terms must be in writing and signed by both parties.

10.3 We are an independent contractor. Nothing in these Terms creates an employment, partnership, or agency relationship.

10.4 Neither party may assign an engagement without the other party's written consent.

10.5 If any provision is found to be invalid or unenforceable, the remaining provisions continue in full force.

10.6 Notices under these Terms must be in writing and sent by email to the addresses set out in the LoE.

10.7 Our failure to enforce any right or provision does not constitute a waiver of that right or provision.

Contact

If you have questions about these Terms, please contact:

Gari Johnson Email: gari.johnson@icloud.com Phone: +61 418 747 639 Website: gtmapac.com

These Terms comply with Australian law, including the Australian Consumer Law and the Privacy Act 1988 (Cth).