Master Terms and Conditions

Master Terms & Conditions

Anchovi Advisory Pty Ltd
ACN 676 175 830

These Master Terms and Conditions apply to all clients and all Stages.

1. DEFINITIONS

The following expressions used in these Terms and Conditions have the following meaning, unless the context clearly requires otherwise:

(a) Agreement means these Master Terms and Conditions, the Staged Backing Framework, the Stage 1 Onboarding Form, and any other relevant annexures, read separately and together as one agreement, as amended from time to time;

(b) Anchovi Backing means the formal certificate issued by the Company to a Client upon successful completion of a Stage 3 The Gate, confirming the award of the Anchovi-Backed™ designation and the Client's inclusion on the Anchovi Supplier Register for the duration of the Backing Period;

(c) Anchovi-Backed™ means the designation awarded by the Company to a Client upon successful completion of the Stage 3 The Gate, signifying that the Client has met the Company's independently assessed market readiness standards as at the date of assessment;

(d) Anchovi Master Criteria Register means the Company's proprietary database of assessment criteria, scoring methodology, and weighting framework applied across all Assessments, as updated by the Company from time to time;

(e) Assessment means a Stage 2 Readiness or Stage 3 The Gate assessment conducted by the Company in accordance with this Agreement;

(f) Business Day means a day that is not a Saturday, Sunday, or public holiday in New South Wales, Australia;

(g) Backing Period means the period for which the Anchovi Backing is valid, being the term noted in the Stage 1 Onboarding Form, commencing on the date the Anchovi Backing is issued and concluding on the earlier of:

(i) the expiry of that term;

(ii) suspension or revocation of the Anchovi Backing; or

(iii) termination of this Agreement.

(h) Claim means in relation to a person, a claim, demand, remedy, suit, injury, damage, loss, cost, liability, action, proceeding, right of action, claim for compensation or reimbursement or liability incurred by or to be made or recovered by or against the person or company, however arising and whether ascertained or unascertained, or immediate, future or contingent;

(i) Backing Queue, Backing Slot, Slot Availability Notice, and Gate Eligibility Letter have the meanings given in the Staged Backing Framework; Intelligence Briefing means a Stage 1 market intelligence briefing published by the Company to Stage 1 subscribers;

(j) Client (you / your) means the person or entity identified in the Stage 1 Onboarding Form who has agreed to be bound by this Agreement;

(k) Stage 1 Onboarding Form means the onboarding form completed by the Client, whether in paper form, via a booking link, online portal, or such other format as the Company may make available from time to time, which sets out the Client's details, selected Stage, Fees, Commencement Date, and other engagement-specific information, and which forms part of this Agreement;

(l) Commencement Date means the date specified in the Stage 1 Onboarding Form, or if not specified, the date on which the Client accepts this Agreement;

(m) Company means Anchovi Advisory Pty Ltd (ACN 676 175 830) and includes its officers, employees, contractors, agents or its successors;

(n) Confidential Information means all information disclosed by one party to the other in connection with this Agreement that is by its nature confidential, marked as confidential, or ought reasonably to be regarded as confidential, but excludes information that is in the public domain other than through a breach of this Agreement;

(o) CPI means the Consumer Price Index (All Groups) published by the Australian Bureau of Statistics for Sydney, New South Wales;

(p) Debt means any and all moneys due and owing by you to the Company whether in relation to one or more engagements and includes, without limitation, any Overdue Amounts;

(q) Determination Report means the formal assessment report prepared by the Company following a Stage 3 The Gate, summarising the Client's verified performance across all relevant criteria, scoring rationale, and designation outcome;

(r) Fees means all amounts payable by the Client under this Agreement, including subscription fees, Stage 3 assessment fees, Reassessment Fees, Renewal Fees, and any other amounts specified in the Stage 1 Onboarding Form or Fee Schedule;

(s) Fee Schedule means the schedule of fees for the Services as set out in the Stage 1 Onboarding Form or as notified to the Client in writing from time to time, which forms part of this Agreement;

(t) Force Majeure Event means any event or circumstance beyond the reasonable control of a party, including acts of God, natural disasters, pandemic, government action, war, terrorism, civil unrest, or failure of third-party infrastructure;

(u) GST means the goods and services tax imposed under the A New Tax System (Goods and Services Tax) Act 1999 (Cth);

(v) Initial Term means the minimum engagement period for the Client's selected Stage, as specified in the Stage 1 Onboarding Form, being one (1) month for monthly Stage 1 subscriptions and twelve (12) months for annual Stage 1 subscriptions unless otherwise specified;

(w) Insolvency Event means the appointment of a receiver, manager, administrator, or liquidator; entry into voluntary administration; the passing of a resolution for winding up; or becoming unable to pay debts as and when they fall due;

(x) IP means all intellectual and industrial property rights (such as copyright and related rights), all rights in relation to inventions (including patents and patent rights), all registered and unregistered trade marks, all rights relating to registered designs, and all other rights resulting from intellectual activity in the artistic, literary or scientific fields, excluding any moral attribution rights;

(y) Mark Licence means the limited, non-exclusive, non-transferable, revocable licence to display the Anchovi-Backed™ mark granted by the Company to eligible clients upon issue of the Anchovi Backing, subject to clause 14;

(z) Material Change means any change to the Client's business, products, supply chain, credentials, or corporate structure that may affect the basis on which the Anchovi Backing was issued, including but not limited to: any change in raw materials or key input suppliers; any change in manufacturing location, process, or method; lapse or loss of any mandatory credential (including any ISO certificate, EPD, FSC certification, or WHS compliance status); any Insolvency Event; any regulatory prosecution, enforcement action, or adverse finding; or any change in corporate ownership or structure;

(aa) Obligation means any express or implied legal, equitable, contractual, statutory or other obligation, promise, agreement, covenant, commitment, duty, undertaking or liability;

(bb) Overdue Amount means any amount of money that remains unpaid after the due date specified on an invoice issued to the Client or the Fee due date;

(cc) Parties means you and the Company;

(dd) Personal Information has the meaning given to it under the Privacy Act 1988 (Cth);

(ee) Platform means the Anchovi SaaS platform through which the Services are delivered, including all software, tools, portals, and interfaces made available by the Company to the Client, whether accessed via web browser, application, booking link, or such other means as the Company may make available from time to time;

(ff) Anchovi Supplier Register means the publicly accessible register of Stage 1 Pulse members and Anchovi-Backed™ suppliers maintained by the Company on the Platform and website, publicly accessible;

(gg) Reassessment Fee means the fee payable by the Client for any reassessment required following a failed or conditional Stage 3 Assessment outcome where the sixty (60) day Remedy Period under the Staged Backing Framework has lapsed, a suspension of the Anchovi Backing, or notification of a Material Change requiring re-verification, as specified in the Fee Schedule;

(hh) Register Field Schedule means the schedule of information categories displayed against a Client's listing on the Anchovi Supplier Register, as published and updated by the Company on its website from time to time in accordance with clause 18(d);

(ii) Renewal Fee means the fee payable by the Client to renew the Anchovi Backing and maintain active Stage 4 designation status for a further Renewal Period, as specified in the Fee Schedule;

(jj) Renewal Period means each successive period for which the Anchovi Backing is renewed following payment of the Renewal Fee and satisfactory completion of the renewal review, equal in duration to the Backing Period unless otherwise agreed in writing;

(kk) Rights means any legal, equitable, contractual, statutory or proprietary right, chose in action, power, authority, benefit, privilege, remedy, or discretion;

(ll) Services means the assessment, credentialing, platform access, and related services provided by the Company to the Client as described in the Staged Backing Framework and the Stage 1 Onboarding Form. For the avoidance of doubt, Services do not include the provision of any trade, construction, or professional services to end clients;

(mm) Stage means one of the four service levels described in the Staged Backing Framework, being Stage 1 (Pulse), Stage 2 (Readiness), Stage 3 (The Gate), or Stage 4 (Conviction); and

(nn) Staged Backing Framework means the document titled 'Staged Backing Framework' setting out the structure, obligations, deliverables, and conditions applicable to each Stage, which forms part of this Agreement;

2. GENERAL

When you enter into this Agreement you agree that:

(a) you have read and understood these Master Terms and Conditions, the Staged Backing Framework, and the Stage 1 Onboarding Form and agree to be bound by all of them;

(b) this Agreement applies to every transaction for the supply of Services the Company provides to you, regardless of the Stage at which you are engaged;

(c) each party will be and act as an independent contractor and not as an agent or partner of, or joint venturer with, the other party for any purpose related to this Agreement, and you do not have any rights, power or authority to act or create any Obligation, express or implied, on behalf of the Company; and

(d) during the term of this Agreement and for a period of 12 months after its termination or expiry, you will not solicit, offer employment to, or in any way procure the services of any employee of the Company or any consultant deployed by the Company in rendering Services to you. In the event that you breach this provision, the Company will be entitled to recover its reasonable losses and costs arising from the breach.

3. FORMATION AND ACCEPTANCE

(a) This Agreement is formed and becomes binding on the Client upon the earliest of:

(i) the Client signing and returning the Stage 1 Onboarding Form;

(ii) the Client completing the Stage 1 Onboarding Form through a booking link, online portal, or such other means as the Company makes available;

(iii) the Client making payment of any Fee; or

(iv) the Client commencing use of the Platform or any Service.

Where the Client makes payment of any Fee before completing the Stage 1 Onboarding Form, this Agreement is formed on the basis of the Stage and Fee selected by the Client at the point of payment. The Client must complete the remainder of the Stage 1 Onboarding Form within seven (7) days of payment. Failure to do so may result in suspension of Platform access until the Onboarding Form is completed.

(b) By completing the Stage 1 Onboarding Form by any means, or by making payment the Client agrees to be bound by these Master Terms and Conditions, the Staged Backing Framework, and the Privacy Policy in their entirety.

(c) These Master Terms and Conditions and the Staged Backing Framework are available on the Company's website. The Client is taken to have read and understood them upon completing the Stage 1 Onboarding Form.

(d) No representation made in the course of negotiation forms part of this Agreement unless expressly incorporated in the Stage 1 Onboarding Form in writing. Nothing in this clause excludes or limits any liability of the Company under the Australian Consumer Law, including for misleading or deceptive conduct.

(e) The Stage 1 Onboarding Form requires the Client to provide: (i) company identity and contact details, including legal name, ABN, website, LinkedIn, and a nominated contact person's name, role, email, and phone number; (ii) business profile information, including supplier type, size, and a description of its products or services; (iii) capability and market information, including primary capability category, applicable sectors, and states or territories of operation; (iv) qualitative information about the Client's business and objectives, used by the Company to inform the Services; and (v) the Client's acknowledgments and consents referred to in clause 17 (Anchovi Supplier Register). The specific answers provided by the Client in completing the Stage 1 Onboarding Form form part of this Agreement once submitted.

4. SUPPLY OF SERVICES

(a) The Company provides an independent SaaS credentialing and assessment platform for product and material suppliers seeking access to infrastructure procurement registers in the building and construction, rail, road, civil, and utilities sectors.

(b) The Services provided to the Client are those applicable to the Stage selected in the Stage 1 Onboarding Form. The structure, obligations, and deliverables of each Stage are set out in the Staged Backing Framework.

(c) Assessments are conducted using information and documents submitted by the Client together with the Company's independent assessment activities, which for a Stage 3 The Gate assessment include a physical site observation component where determined by the Company and specified in the Gate Eligibility Letter. Client-submitted information is verified to the extent described in the assessment scope for the relevant Stage. The Client remains responsible for the accuracy and completeness of all information it submits and warrants that it is accurate, complete, and not misleading.

(d) The Company may subcontract any and all of its rights and Obligations under this Agreement. Where third-party assessors or analysts are engaged, they will operate under the Company's methodology and quality controls and will be bound by confidentiality obligations no less stringent than those in this Agreement.

(e) The Company reserves the right to update, modify, or supplement the Services, the Platform, and the Anchovi Master Criteria Register from time to time. The Client's continued use of the Platform following notice of any change constitutes acceptance of the updated Services.

(f) Intelligence Briefings are licensed, not sold. The Client may use Intelligence Briefings for its internal business purposes only. The Client must not forward, redistribute, publish, or post any Intelligence Briefing or any substantial part of it (including by screenshot or extract on any website, social media platform, or intranet), or resell, sub-license, or otherwise make it available to any person outside the Client's organisation. Brief quotations with attribution to Anchovi are permitted. Each Intelligence Briefing is personalised to the licensed recipient. Breach of this clause is a material breach of this Agreement and may result in suspension or termination of the Client's Stage 1 subscription. The Company reserves all rights against third-party recipients of redistributed content. The Client acknowledges that damages may be an inadequate remedy for breach of this clause and that the Company may seek injunctive relief; the Client is responsible for any use or disclosure of Intelligence Briefings by its personnel.

(g) The Backing Queue, Backing Slots, Slot Availability Notices, and the Stage 2 slot confirmation process operate in accordance with clause 4.8 of the Staged Backing Framework, which forms part of this Agreement. Queue position is established on the Stage 1 Commencement Date and is permanently forfeited on cancellation, non-renewal, or termination of the Client's Stage 1 subscription.

(h) Access to Anchovi Events for one (1) person per Stage 1 membership is complimentary, subject to event capacity. Where an event's capacity is insufficient to accommodate every eligible Stage 1 member, complimentary places are allocated on a first-registered, first-served basis once registration opens for that event, until capacity is reached. A Stage 1 member not allocated a complimentary place for a given event is not entitled to any refund, credit, or guaranteed place at that or any future event. Additional attendees, where available, are at an additional cost, to be advised when the event is announced.

5. TERM AND RENEWAL

(a) The Term of this Agreement commences on the Commencement Date and continues for the Initial Term specified in the Stage 1 Onboarding Form. Following expiry of the Initial Term, the Agreement will continue and automatically renew in accordance with the terms applicable to the Client's Stage as set out in the Staged Backing Framework, unless terminated in accordance with clause 26.

(b) For monthly subscription Stages, this Agreement will automatically renew for successive monthly periods following the Initial Term unless either party provides not less than thirty (30) days' written notice of non-renewal prior to the end of the then-current period.

(c) A Client's Stage 1 Pulse subscription ceases, and clauses 5(b) and 5(d) stop applying to it, in accordance with clause 6.2(c) of the Staged Backing Framework: once, following a successful Stage 3 outcome, the Stage 3 assessment fee has been paid in full and the first annual Stage 4 Renewal Fee has been paid. Stage 1 Pulse benefits are thereafter included in the Stage 4 Renewal Fee.

(d) For the Stage 4 annual Backing Period, the Anchovi Backing will be renewed for a further Renewal Period upon payment of the Renewal Fee and satisfactory completion of the renewal review in accordance with the Staged Backing Framework. The Renewal Period is equal in duration to the Backing Period specified in the Stage 1 Onboarding Form unless otherwise agreed in writing.

(e) If either party fails to provide notice of non-renewal within the required timeframe, this Agreement will automatically renew for the applicable period. The Company will provide written notice of an upcoming annual renewal not less than fourteen (14) days before the renewal date. Where automatic renewal occurs:

(i) the Client is deemed to have accepted the renewed term;

(ii) Fees for the renewed period are due and payable in accordance with clause 6; and

(iii) for annual Stage 1 subscriptions, the Client may cancel within fourteen (14) days of the renewal payment date for a full refund of the renewal Fee in accordance with clause 8(f).

(f) All Fees are subject to an annual increase of five percent (5%) or the movement in CPI over the preceding twelve (12) months, whichever is greater, effective on each anniversary of the Commencement Date, unless otherwise agreed in writing prior to renewal. For a Stage 1 Pulse subscription, in place of that increase, the Company may increase the Fee by up to ten dollars ($10) at each anniversary of the Commencement Date. The Company will provide not less than thirty (30) days' written notice of any annual fee increase. Any increase takes effect only from the next renewal date, and the Client may elect not to renew, or to cancel effective from that renewal date, before the increase applies.

(g) Failure to complete the Stage 4 renewal process prior to expiry of the Backing Period will result in the following consequences without further notice:

(i) the Anchovi Backing will lapse;

(ii) the Anchovi-Backed™ designation will be suspended;

(iii) the Client will be removed from the Anchovi Supplier Register; and

(iv) the Mark Licence will terminate immediately,

until the Client completes the renewal process and pays all outstanding amounts including any applicable Reassessment Fee.

6. FEES AND PAYMENTS

(a) The Client must pay the Fees as set out in the Stage 1 Onboarding Form and Fee Schedule on the dates and in the manner specified. All Fees are exclusive of GST.

(b) The Company will issue a valid tax invoice for all amounts payable, upon request.

(d) The Client must pay all Fees strictly in accordance with the payment terms in the Stage 1 Onboarding Form. The following payment obligations apply:

(i) subscription fees for monthly Stages are due and payable on the Commencement Date and on the same day of each subsequent month during the Term, without the need for further invoice;

(ii) Stage 3 fees are payable in accordance with the payment schedule set out in the Gate Eligibility Letter. Assessment will not commence until the commencement instalment is received and cleared;

(iii) Renewal Fees are due and payable within fourteen (14) days of the Company's renewal invoice, issued prior to expiry of the Backing Period. Renewal of the Anchovi Backing will not be processed until payment is received in full and cleared; and

(iv) Reassessment Fees are due and payable within fourteen (14) days of the Company's invoice. No reassessment will commence until payment is received in full and cleared.

(e) Time is of the essence in relation to all payment obligations under this Agreement. The Client must pay all Fees by the due date regardless of whether the Client has raised any dispute, query, or complaint in relation to the Services or any other matter.

(f) The Company may suspend Services immediately and without notice for non-payment of any amount due under this Agreement.

(g) If the Client fails to pay any amount due under this Agreement by the due date, the unpaid portion becomes an Overdue Amount immediately. The Client has no right to withhold, set off, or deduct any amount from any Fees or Overdue Amounts, except amounts that the Company has agreed in writing are payable to the Client. Any Claim the Client has against the Company for monetary remuneration must be pursued separately and does not entitle the Client to withhold or delay payment of any Debt or Overdue Amount.

(h) The Company may charge interest on any Overdue Amount at a rate of ten percent (10%) per annum, calculated daily (simple interest, not compounding) from the due date until the date of payment in full. This rate is a deterrent rate consistent with the Company's fee schedule and is not intended to operate as a penalty. The Company may also charge a dishonour fee of $15.00 per failed payment at its sole discretion.

(i) All Fees are subject to the annual increase mechanism in clause 5(e). The Company will provide not less than thirty (30) days' written notice of any annual fee change.

(j) Where the Company foresees that further work is required outside the scope of the Stage 1 Onboarding Form, it will notify the Client in writing and will not proceed without written approval. Any additional work will be charged at the rates specified in the Fee Schedule or as otherwise agreed in writing.

7. DIRECT DEBIT

(a) Where direct debit is specified in the Stage 1 Onboarding Form, by completing the Stage 1 Onboarding Form the Client authorises the Company and its nominated third-party payment processor to debit all subscription fees, Renewal Fees, Reassessment Fees, Overdue Amounts, interest, and any other sums payable under this Agreement from the Client's nominated bank account or payment method on the dates they fall due.

(b) The Client must provide valid direct debit details before any Services commence and must ensure that the nominated account remains active and has sufficient cleared funds to meet all amounts due at all times during the Term.

(c) The Company is not required to provide any Services until valid direct debit authority has been established to the Company's satisfaction.

(d) If any direct debit fails for any reason, the Company may re-attempt the debit at any time and without further notice to the Client. A failed payment that is remedied within ten (10) days of its due date does not constitute cancellation of the Client's subscription and does not forfeit the Client's Backing Queue position.

(e) Any failed or reversed payment becomes an Overdue Amount immediately upon failure. Without limiting any other right, the Company may:

(i) suspend or cease the Services immediately;

(ii) charge interest in accordance with clause 6(h); and

(iii) recover all costs of collection, including legal costs, on a full indemnity basis.

(f) The Client is responsible for all dishonour fees, reversal fees, and bank charges arising from any failed or reversed payment.

(g) The Client acknowledges and agrees that all direct debit payments are processed by a third-party payment provider and releases the Company from any liability arising from any delay, failure, error, or interruption in processing by that provider.

(h) Renewal Fees and Reassessment Fees will be debited by direct debit in the same manner as subscription fees, unless the Company agrees in writing to an alternative payment method. Where an alternative method is approved, the Company will issue an invoice which must be paid within fourteen (14) days. Failure to pay by the due date constitutes an Overdue Amount and will result in immediate suspension of the Services.

8. CANCELLATION AND REFUNDS

(a) All Fees paid under this Agreement are non-refundable, except where expressly required by applicable law.

(b) Refunds will not be provided in the following circumstances, without limitation:

(i) where the Client cancels during the Initial Term, the Client remains liable for all Fees payable for the remainder of the Initial Term, which are immediately due and payable and non-refundable;

(ii) where the Client fails to provide timely notice of non-renewal and this Agreement automatically renews, all Fees for the renewed period are payable in full and no refund will be provided;

(iii) where a Stage 3 Assessment has been commenced or completed, regardless of the assessment outcome, including a failed or conditional outcome;

(iv) where the sixty (60) day Remedy Period following a failed or conditional Stage 3 outcome has elapsed without the Client providing the required information or evidence;

(v) where the Anchovi Backing is suspended or revoked as a result of the Client's breach of this Agreement, failure to comply with the Staged Backing Framework, or failure to disclose a Material Change within the required timeframe;

(vi) where the Client terminates this Agreement for any reason prior to the expiry of the then-current term; or

(vii) where a Reassessment Fee has been paid and the reassessment has commenced.

(c) Where the Anchovi Backing is revoked as a result of a Material Change not disclosed within the thirty (30) day notification period required by clause 9 (b), no refund of any Fees, Renewal Fees, or Reassessment Fees will be payable.

(d) Refunds may only be provided at the sole and absolute discretion of the Company in exceptional circumstances. Refunds will not be provided for change of mind, failure to participate, or failure to use the Services.

(e) The Client acknowledges that the minimum commitment under the Initial Term reflects the Company's onboarding, platform configuration, assessment resourcing, and operational costs and represents a genuine pre-estimate of those costs.

(f) Cooling-off (annual Stage 1 subscriptions): notwithstanding any other provision of this clause 8, the Client may cancel an annual Stage 1 subscription within fourteen (14) days of the date of first payment, or of any annual renewal payment, for a full refund of that payment. This cooling-off applies to annual Stage 1 subscription payments only; Stage 2 and Stage 3 fees and Stage 4 Renewal Fees are not subject to any cooling-off. Intelligence Briefings are not supplied during the cooling-off period. This clause prevails over the remainder of this clause 8 to the extent of any inconsistency.

9. CLIENT OBLIGATIONS - MAINTAINING THE ANCHOVI BACKING

The Client's ongoing obligations to maintain the Anchovi Backing are fundamental to the integrity of the Anchovi-Backed™ designation and the Anchovi Supplier Register. Failure to comply with the obligations in this clause may result in suspension or revocation of the Anchovi Backing in accordance with the process in clause 26(f).

(a) The Client warrants and represents on a continuing basis throughout the Backing Period and each Renewal Period that:

(i) all information, documents, and materials provided to the Company in connection with any Assessment or this Agreement are and remain accurate, complete, and not misleading;

(ii) all products, services, and representations to which any Assessment relates remain fit for purpose and compliant with all applicable laws, standards, and regulations within Australia;

(iii) the Client continues to hold and maintain all credentials, certifications, and compliance requirements that formed the basis of its Assessment, including (without limitation) all ISO certifications, Environmental Product Declarations, FSC Chain of Custody certifications, WHS compliance obligations, Modern Slavery Act compliance, and insurance coverage at the levels assessed; and

(iv) the Client has not made any Material Change without first notifying the Company in accordance with clause 9(b).

(b) The Client must not make any Material Change without first notifying the Company in writing. If a Material Change occurs, or if the Client becomes aware that a Material Change is likely to occur, the Client must notify the Company in writing within thirty (30) days of becoming aware. Where a Material Change constitutes an Insolvency Event, regulatory prosecution, enforcement action, or loss of a mandatory certification, notification must be given immediately and without delay. A change in corporate ownership, Control, or key management, including any sale of the Client's business, may trigger a review and, where required by the Company, reassessment at the Client's cost. Backing Queue positions and Backing Slots do not transfer on any sale or assignment without the Company's prior written consent.

(c) If the Client makes or becomes aware of any Material Change and fails to notify the Company within thirty (30) days of becoming aware:

(i) the Anchovi Backing may be suspended on written notice to the Client;

(ii) the Client will be removed from the Anchovi Supplier Register immediately;

(iii) the Mark Licence will be immediately terminated;

(iv) the Client must immediately cease all use of the Anchovi-Backed™ mark and remove it from all materials, platforms, and digital assets; and

(v) no refund of any Fees will be payable.

(d) Where a Material Change is notified within the required timeframe, the Company will assess the nature and significance of the change and may, at its sole discretion:

(i) confirm that the Anchovi Backing remains valid without further action;

(ii) require the Client to pay the applicable Reassessment Fee and undergo a targeted reassessment before confirming continued validity; or

(iii) where the Material Change fundamentally undermines the basis of the original Assessment, suspend the Anchovi Backing and require a full reassessment before reinstatement.

(e) Where a reassessment is required following a Material Change, the Client must pay the applicable Reassessment Fee within fourteen (14) days of the Company's invoice. No reassessment will commence until payment is received in full. If the Client fails to pay the Reassessment Fee or complete the reassessment within ninety (90) days of the Company's written request, the Anchovi Backing will be revoked and the Client will be removed from the Anchovi Supplier Register until a new Stage 3 Assessment is successfully completed.

(f) A Client undergoing a Stage 3 The Gate assessment or holding the Anchovi-Backed™ designation must maintain public liability insurance at the level specified in the Gate Eligibility Letter (not less than $20,000,000 AUD unless otherwise specified in that letter) and workers compensation insurance as required by law, at all times during the assessment and any Backing Period or Renewal Period. This clause does not apply to Stage 1 or Stage 2 clients. The Client must provide evidence of current coverage to the Company upon request. Failure to maintain adequate insurance or provide evidence of coverage is a breach of this Agreement and grounds for immediate suspension of the Anchovi-Backed™ designation. The Client indemnifies the Company against all loss, damage, or liability arising from any failure to comply with this clause.

(g) Where any Services involve attendance by the Company or its representatives at a physical location owned, occupied, or controlled by the Client, the Client warrants that the site is safe, compliant with all applicable WHS legislation, free from hazards, and suitable for the provision of Services. The Client indemnifies the Company and its officers, employees, and contractors against all loss, damage, or injury arising from the Client's failure to comply with this warranty.

10. PROHIBITED CONDUCT

During the Backing Period, each Renewal Period, and at all times while this Agreement is in force, the Client must not:

(a) make any Material Change to its products, services, supply chain, credentials, branding, manufacturing processes, or corporate structure without first notifying the Company in accordance with clause 9(b);

(b) use the Anchovi-Backed™ mark or represent that it holds the Anchovi Backing in connection with any product, service, or scope that was not the subject of the relevant Assessment;

(c) overstate, misrepresent, or misleadingly describe the scope, nature, or status of the Anchovi-Backed™ designation in any marketing material, procurement submission, or public communication;

(d) sublicence, assign, or transfer the Mark Licence or the benefit of the Anchovi Backing to any third party;

(e) modify, alter, distort, or create derivative versions of the Anchovi-Backed™ mark or any Company’s branding;

(f) use or display the Anchovi-Backed™ mark after the Mark Licence has been suspended or terminated; or

(g) provide false, misleading, incomplete, or fraudulent information to the Company at any stage of the assessment pathway, during any audit or reassessment, or in connection with any renewal.

Breach of any obligation in this clause is a material breach of this Agreement and may result in: immediate suspension or revocation of the Anchovi Backing; termination of this Agreement in accordance with clause 26; the Client's removal from the Anchovi Supplier Register; and the Client becoming liable for all costs of investigation and enforcement on a full indemnity basis.

11. AUDIT AND REASSESSMENT RIGHTS

(a) The Company reserves the right at any time during the Term, the Backing Period, and each Renewal Period to:

(i) audit the Client's products, services, credentials, supply chain, or representations against the Anchovi Master Criteria Register;

(ii) reassess the Client's suitability for the Anchovi-Backed™ designation;

(iii) request re-sampling, additional documentation, or further information from the Client; and

(iv) take such other steps as the Company considers reasonably necessary to ensure the Client's continued alignment with the Company's standards and the integrity of the Anchovi-Backed™ designation.

(b) The Client must cooperate fully and promptly with any audit or reassessment and must provide all information and access reasonably requested within the timeframe specified by the Company. Failure to cooperate with a legitimate audit or reassessment is a material breach of this Agreement and grounds for immediate suspension of the Anchovi Backing.

(c) Where the Company supplements the Anchovi Master Criteria Register with a new criterion, the notification process, response timeframes, and fee treatment, including the distinction between a Significant Update and a Minor Update, are set out in clause 12 of the Staged Backing Framework.

(d) Where the Company supplements the Anchovi Master Criteria Register with a new criterion, the notification process, response timeframes, and fee treatment - including the distinction between a Significant Update and a Minor Update - are set out in clause 12 of the Staged Backing Framework.

(e) The Company may suspend the Anchovi-Backed™ designation and remove the Client from the Amchovi Supplier Register during the course of any audit or reassessment pending a determination. No refund will be payable during any suspension period.

(f) Where a reassessment is required as a result of an audit finding, the Client must pay the applicable Reassessment Fee prior to commencement of the reassessment. The Company will advise the Client of the applicable fee in writing.

12. OWNERSHIP OF INTELLECTUAL PROPERTY

(a) All IP in the Anchovi-Backed™ mark, assessment methodology, Anchovi Master Criteria Register, scoring models, report templates, Platform, workflows, processes, and all materials used in connection with the Services is owned by, or licensed to, the Company. The Company warrants that it owns or is validly licensed to use all such IP and holds all rights necessary to grant the licences and sub-licences contemplated by this Agreement.

(b) All IP and client relationships vest in and are held by the Company as a corporate entity and not by any individual founder, officer, or employee. The structure of this Agreement is designed to ensure that all IP, methodology, and client relationships are held at the entity level.

(c) The Client is granted a limited, non-exclusive, non-transferable licence to access the Platform and use Company materials solely for the duration of this Agreement and only for the purposes of receiving the Services. This licence terminates immediately upon termination or expiry of this Agreement.

(d) The Client must not copy, reproduce, reverse engineer, replicate, or continue using any part of the Platform or IP owned by the Company after termination of this Agreement.

(e) All IP in the Client's products, formulations, specifications, and submitted materials remains the sole property of the Client. The Client grants the Company a limited, royalty-free licence to use the Client's IP solely for the purpose of conducting the Assessment and providing the Services. The Company makes no claim to ownership of any Client IP.

(f) The Client retains ownership of its business name, product data, and documentation submitted to the Company for assessment purposes. Where the Client provides feedback, suggestions, or ideas for improvement of the Company's Services, Platform, methodology, or assessment framework, the Client agrees that all such suggestions and improvements vest in and belong to the Company upon creation, and the Client assigns all IP in such suggestions and improvements to the Company to the extent any IP arises.

13. CLIENT WARRANTIES

(a) The Client warrants on an ongoing basis throughout the Term, the Backing Period, and each Renewal Period that:

(i) all products, services, materials, and representations to which any Assessment relates remain fit for purpose and compliant with all applicable laws, standards, and regulations;

(ii) all representations made by the Client to the Company, to any third party in reliance on the Anchovi-Backed™ designation, or in any procurement submission referencing the designation are accurate, complete, and not misleading or deceptive within the meaning of the Australian Consumer Law;

(iii) any change to the Client's products, formulations, branding, materials, manufacturing processes, or supply chain that may affect the basis of any Assessment is disclosed to the Company immediately and in any event within thirty (30) days of the change occurring, or immediately where the change constitutes a Material Change requiring immediate notification; and

(iv) the Client has not made and will not make any representation that overstates, misrepresents, or is inconsistent with the scope of the Anchovi-Backed™ designation as described in the Staged Backing Framework.

(b) Breach of any warranty in this clause is a material breach of this Agreement and entitles the Company to immediately suspend or revoke the Anchovi-Backed™ designation, terminate the Mark Licence, and remove the Client from the Anchovi Supplier Register, without prejudice to any other right or remedy available to the Company.

(c) As part of the Stage 3 The Gate Assessment, the Client may be required to complete and return one or more statutory declarations in the form issued by the Company, as part of the evidence required within the timeframe set out in clause 6.3(c) of the Staged Backing Framework. It is the Client's sole responsibility to: (i) identify and engage a person authorised by law to witness a statutory declaration in the relevant jurisdiction; (ii) bear any fee, cost, or expense associated with completing, executing, or witnessing the statutory declaration; and (iii) ensure the statutory declaration is fully completed, validly executed, properly witnessed, and returned to the Company within the required timeframe. The Company is not responsible for arranging a witness, for any fee or cost associated with witnessing or executing a statutory declaration, or for any delay arising from the Client's failure to locate an appropriate witness or to return a properly completed statutory declaration.

(d) A statutory declaration provided under this clause is a representation to which clause 13(a)(ii) applies. A statutory declaration that is false, misleading, incomplete, or not properly witnessed may be treated as a breach of warranty under this clause, with the consequences set out in clause 13(b). Failure to return a fully completed and witnessed statutory declaration within the required timeframe may prevent the Stage 3 Assessment from proceeding to a determination.

14. ANCHOVI-BACKED™ MARK LICENCE

(a) The Anchovi-Backed™ mark, the Anchovi-Backed Innovation™ mark, and all associated branding and IP are owned by, or licensed to, the Company, which holds the right to grant and sub-licence the Mark Licence. Upon issue of the Anchovi Backing following a successful Stage 3 (The Gate) Assessment, the Company grants the Client a Mark Licence, being a limited, non-exclusive, non-transferable, revocable licence, to display the Anchovi-Backed™ mark, subject to the conditions in this clause.

(b) The Client may display the Anchovi-Backed™ mark and, where that designation is held, the Anchovi-Backed Innovation™ mark, only:

(i) in a manner that accurately and truthfully represents its current Anchovi-Backed™ status and the scope of the Assessment;

(ii) on its website, marketing materials, product documentation, and procurement submissions;

(iii) in accordance with the brand guidelines issued by the Company from time to time; and

(iv) during the Backing Period or a Renewal Period while no suspension is in effect.

(i) sublicence, assign, or transfer the Mark Licence to any third party;

(ii) modify, alter, or create derivative versions of the Anchovi-Backed™ mark;

(iii) use the mark in any manner that implies the Company endorses the Client's products or services beyond the scope of the Assessment; or

(iv) use or display the mark after the Mark Licence has been suspended or terminated.

(d) The Mark Licence terminates automatically and immediately upon any of the following:

(i) suspension or revocation of the Anchovi Backing;

(ii) expiry or termination of this Agreement;

(iii) failure to pay the Renewal Fee by the due date; or

(iv) any breach of the conditions in this clause or clause 10.

Upon termination of the Mark Licence for any reason, the Client must immediately cease all use of the Anchovi-Backed™ mark and remove it from all materials, platforms, packaging, and digital assets without delay.

(e) The Client acknowledges that unauthorised use of the Anchovi-Backed™ mark after termination of the Mark Licence, or use by any person or entity that does not hold a current Anchovi Backing, may constitute misleading or deceptive conduct under the Australian Consumer Law and may cause significant reputational and commercial damage to the Company. The Company reserves all rights at law and in equity in relation to any unauthorised use.

15. NO AGENCY AND NO WARRANTY OF CERTIFICATION

(a) The Company acts solely as an independent assessment and credentialing platform. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship between the Company and the Client.

(b) The Company does not contract with any head contractor, project owner, procurement body, or end client on behalf of the Client. All commercial relationships arising from the Client's participation in procurement processes are solely between the Client and the relevant third party.

(i) the Client will achieve any particular Assessment score or meet any particular threshold under the Anchovi Master Criteria Register;

(ii) the Client will attain or maintain the Anchovi-Backed™ designation or the Anchovi Backing;

(iii) the Client will be accepted onto any specific procurement register, approved products list, or infrastructure supply panel;

(iv) the Client will be shortlisted, preferred, awarded any contract, or receive any commercial opportunity as a result of holding the Anchovi-Backed™ designation; or

(v) the Anchovi-Backed™ designation will be recognised, accepted, or relied upon by any particular head contractor, project owner, government body, or procurement authority.

(d) The Anchovi Backing and Anchovi-Backed™ designation reflect the Company's independent assessment of the Client's market readiness at the date of assessment only. They are not a guarantee of product quality, regulatory compliance, or fitness for any particular purpose. The Company is not responsible for any commercial outcome, lost contract, lost opportunity, or economic loss suffered by the Client as a result of holding, not holding, losing, or failing to obtain the Anchovi-Backed™ designation. The Stage 3 Assessment evaluates the Client against the Company's own Anchovi Master Criteria Register as at the date of assessment. It is a general readiness guide and does not purport to address, and may not cover, every specific evaluation criterion that an individual head contractor, project owner, or procurement authority may separately apply.

16. ARTIFICIAL INTELLIGENCE

(a) The Client acknowledges that the Platform operates using artificial intelligence technology. The Client's submitted data, documents, and responses are ingested by the Platform and used, with the assistance of artificial intelligence tools, in the preparation of assessment outputs including Determination Reports, assessment scores, readiness reports, and related documentation.

(b) Artificial intelligence tools assist in the preparation of assessment outputs. Every Determination Report and every designation outcome is reviewed and approved by the Company before it is issued. Artificial intelligence tools do not make designation decisions. The accuracy, completeness, and quality of any AI-generated output is directly dependent on the accuracy, completeness, and quality of the information submitted by the Client.

(c) The Company does not warrant that any AI-generated output is accurate, complete, error-free, or fit for any particular purpose. The Client must not rely on any AI-generated output as a substitute for independent professional advice where such advice is required. Nothing in this clause limits clause 20(e) or the Client's rights under the Australian Consumer Law.

(d) The Company excludes all liability, to the maximum extent permitted by law, for any loss, damage, or Claim arising from or in connection with:

(i) errors, omissions, or inaccuracies in any AI-generated output;

(ii) AI-generated outputs produced from inaccurate, incomplete, or misleading data submitted by the Client; or

(iii) the Client's reliance on any AI-generated output for any purpose.

(e) The Client acknowledges and accepts that the use of AI technology in the generation of assessment outputs is a fundamental feature of the Platform and that by entering into this Agreement the Client consents to its submitted data being processed by the Platform's AI systems for the purposes of generating assessment outputs.

17. ANCHOVI SUPPLIER REGISTER – NO LIABILITY

(a) The Client acknowledges that the Anchovi Supplier Register displays, as the primary and headline element of the Client's listing, the Client's current membership or designation status, being one of: Observer (active Stage 1 membership), active Anchovi-Backed™ designation, or active Anchovi-Backed Innovation™ designation where held. In addition to that status, the listing displays the supporting profile information set out in clause 18(d) and the Register Field Schedule current at the time.

(i) A nominated contact person's name and business contact email address are displayed only where the Client has given express opt-in consent, separately from the consent given under clause 18(d) for the Client's other profile information. That consent may be withdrawn at any time by written notice to support@anchovi.com.au, and the relevant details are removed from the listing within five (5) Business Days of withdrawal. The Client is responsible for keeping its self-declared profile information current, and may request a correction at any time.

(b) The Anchovi Supplier Register displays the categories of information set out in the Register Field Schedule current at the time. The Company does not publish, and will never publish, assessment reasons, queue positions, financial statements, insurance details or compliance documentation on the Anchovi Supplier Register.

(c) The Client's listing is removed from the Anchovi Supplier Register within five (5) Business Days upon suspension or revocation of the designation, cancellation of the Stage 1 subscription, non-renewal, or termination of this Agreement. Removal is not accompanied by any published reason. A Register ID is unique to the Client and is not reassigned.

(d) The Company may truthfully confirm a Client's current designation status in response to a third-party inquiry, including through any badge check or status confirmation facility forming part of the Anchovi Supplier Register, without disclosing reasons.

(e) The Company is not liable for any loss, damage, reputational harm, or commercial consequence suffered by the Client arising from or in connection with:

(ix) the publication of any information on the Anchovi Supplier Register, including any status information displayed in accordance with this clause;

(x) the removal of the Client's listing from the Anchovi Supplier Register following suspension, revocation, non-renewal, or termination;

(xi) the removal of any listing in accordance with this clause; or

(xii) reliance by any third party on any information published on the Anchovi Supplier Register, whether that reliance results in the Client being excluded from, rejected by, or not considered for any procurement process, panel, register, or commercial opportunity.

(f) The Client acknowledges that:

(i) the operation of the Anchovi Supplier Register, including the removal of listings, is a necessary and proportionate measure to protect the integrity of the Anchovi-Backed™ designation and the trust of the infrastructure market;

(ii) the Client consents to all such publication as a condition of participating in the assessment pathway; and

(iii) the risk of adverse commercial consequences arising from any Anchovi Supplier Register listing, including a negative or non-compliant status indicator, is a risk the Client accepts and bears entirely.

(g) The Client releases the Company from any Claim arising from or in connection with the publication, display, or removal of any information on the Anchovi Supplier Register, and indemnifies the Company against any third-party Claim arising from any information published on the Anchovi Supplier Register about the Client.

18. CONFIDENTIALITY

(a) Each party must keep confidential all Confidential Information disclosed in connection with this Agreement and must not use it for any purpose other than performing its obligations under this Agreement.

(b) Confidential Information must not be disclosed to any third party except:

(i) to contracted third-party assessors or analysts who are bound by confidentiality obligations no less stringent than those in this Agreement;

(ii) to the extent required to perform obligations under this Agreement; or

(iii) as required by law or court order, in which case the disclosing party must give prompt written notice to the other party (where legally permissible) to allow that party to seek a protective order.

(c) The Client must ensure that any staff or contractors with access to the Services or the Company's Confidential Information are bound by equivalent confidentiality obligations.

(d) The Client acknowledges and consents to the Company publishing the following categories of information on the Anchovi Supplier Register for active and progressing clients, as set out in the Register Field Schedule current at the time: the Client's legal and trading name; ABN; logo and brand mark; industry, sector and capability category tags; states, territories and countries of operation; workforce size band; year established; a self-declared scope of capability and product or service description; self-declared credentials (including Supply Nation and Social Enterprise status where applicable) and any supporting reference the Client chooses to provide; website and LinkedIn page; current Stage status; Anchovi-Backed™ designation status; the Client's Register reference; and the dates of Stage 1 commencement, most recent Assessment, next renewal, and most recent listing update. The Client acknowledges that the Anchovi Supplier Register is accessible to head contractors, project owners, other suppliers, and the broader infrastructure market as a core value proposition of the platform. The Client's nominated contact person's name and business email address are displayed only in accordance with the separate opt-in consent in clause 17(a)(ii). The Company may add, remove, or otherwise change the categories of information published on the Register at any time, in its sole discretion, by publishing an updated Register Field Schedule on its website. Any such change takes effect on publication and does not require individual notice to the Client, except that the Company will never add a field disclosing the identity or contact details of a Client's own contractors, subcontractors, principals, or customers, whether disclosed by or derived from that Client's account. This does not prevent any business, including a contractor, subcontractor, principal, or customer of another Client, from being separately listed on the Register in its own right where it has itself completed Stage 1 onboarding and consented to its own listing. The Client grants the Company a non-exclusive, royalty-free licence to reproduce, resize and display the Client's logo and trading name on the Register and in directly related Anchovi materials for the purpose of identifying the Client's listing, for as long as the listing remains active.

(e) These obligations survive termination or expiry of this Agreement for a period of five (5) years.

19. PRIVACY

(a) From when the Client contacts us, we will collect Personal Information including information about the Client's business identity, financial position, compliance history, supply chain, and other details relevant to the Assessment. Personal Information may be:

(i) transferred to and stored outside of Australia, including to countries that may not have equivalent privacy protections; and

(ii) disclosed to contracted third-party assessors or analysts engaged in the Assessment, subject to binding confidentiality obligations.

(b) By entering into this Agreement, the Client consents to the collection, use, and disclosure of Personal Information in accordance with this clause and the Company's Privacy Policy.

(c) Personal Information will be used only for the purposes of conducting Assessments, providing Services, managing the Client's account, verifying ongoing compliance, and (in anonymised, aggregated, de-identified form) for platform improvement and benchmarking.

(d) The Client must notify the Company promptly of any change to its contact details or other relevant Personal Information.

(e) The Company will handle all Personal Information in accordance with its Privacy Policy available on the Company's website, which forms part of this Agreement.

20. LIMITATION OF LIABILITY

(a) The Company expressly disclaims, to the fullest extent permitted by law, all express, implied, and statutory warranties in relation to the Services, the Platform, and any Assessment outcome.

(b) To the maximum extent permitted by law, the Company excludes all liability for indirect, consequential, or economic loss including loss of profits, loss of revenue, loss of business opportunity, loss of data, or loss of goodwill, whether arising in contract, tort (including negligence), statute, or otherwise. Where liability cannot be excluded, it is limited to resupply of the relevant Services or the cost of resupply.

(c) The Company will not be liable for any damage, loss, expense, charge, or cost incurred by the Client as a consequence of:

(i) any Assessment outcome, Determination Report, or certification decision based on inaccurate, incomplete, outdated, or fraudulent information provided by the Client;

(ii) any impact on the Client's certification status arising from changes in applicable laws, standards, regulations, or government policy after the date of any Assessment;

(iii) the Client not being accepted onto any procurement register, not being shortlisted, or not being awarded any contract or commercial opportunity;

(iv) any error, omission, or negligent act of a contracted third-party assessor;

(v) any delay in supply of Services caused by a Force Majeure Event, incomplete client submissions, or otherwise;

(vi) loss of profits, loss of revenue, or loss of business opportunity of any kind;

(vii) termination of Services by either party; or

(viii) any injury or death to a person or any damage to or loss of property,

whether caused directly or indirectly and whether arising in contract, tort (including negligence), statute, or otherwise.

(d) To the maximum extent permitted by law, the Company's total aggregate liability to the Client in connection with this Agreement is limited to the total Fees paid by the Client to the Company in the twelve (12) months immediately preceding the event giving rise to the claim.

(e) Nothing in this Agreement limits or excludes any right that cannot lawfully be excluded under the Australian Consumer Law or any other applicable legislation. Where the Company's liability cannot be excluded, it is limited to the extent permitted by law.

(f) The Client must fully indemnify the Company and its officers, employees, contractors, and agents against any Claim arising from or in connection with:

(i) any breach of this Agreement by the Client;

(ii) any inaccurate, incomplete, or fraudulent information provided by the Client at any stage;

(iii) the Client's failure to disclose a Material Change within the required timeframe;

(iv) the Client's unauthorised or continued use of the Anchovi-Backed™ mark or Anchovi Backing after suspension or termination;

(v) any claim by a third party arising from the Client's products, services, representations, or conduct; or

(vi) any unsafe or non-compliant site condition under clause 9(g).

21. DISPUTE RESOLUTION

(a) If you consider there is a genuine dispute between the Parties regarding any aspect of this Agreement, you must give the Company written notice setting out the full details of the dispute (Dispute Notice) before seeking arbitration or commencing other legal proceedings.

(b) The Parties agree to take the following steps to resolve the dispute:

(i) for a period of 14 days after a Dispute Notice is given (or a longer period agreed in writing), the Parties will engage in good faith negotiations and discussions to seek to resolve the dispute;

(ii) the Parties must use all reasonable endeavours to resolve the dispute and may appoint third-party consultants to assist; and

(iii) if the Parties cannot resolve the dispute within that period, the dispute may be referred to mediation by an agreed mediator, or to a court of competent jurisdiction in New South Wales.

(c) Nothing in this clause prevents either party from seeking urgent interlocutory relief where necessary to protect that party's rights.

22. ILLEGALITY AND SEVERABILITY

So far as possible, this Agreement will be construed so as not to be invalid, illegal, or unenforceable. If any provision is held by a court to be illegal, invalid, or unenforceable:

(a) that provision will be read down to the extent necessary to give it a valid operation; or

(b) if it cannot be read down, it will be severed and the remaining provisions will continue in full force and effect.

23. OUTSOURCED SERVICES

The Company may engage third parties to assist in providing the Services. The Client agrees to the Company engaging such third parties. All third-party assessors and analysts will operate under the Company's methodology and quality controls and will be bound by confidentiality obligations no less stringent than those in this Agreement.

24. JURISDICTION

This Agreement is governed by the laws of New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and any courts of appeal therefrom, regardless of the Client's business or residential location or the location of delivery of Services.

25. ELECTRONIC COMMUNICATION

The Parties agree to communicate by electronic means including email, SMS, and via the Platform. The Client acknowledges that electronic communication is inherently insecure and that emails and data may become corrupted or may not be delivered. The Client is responsible for protecting its own systems and interests and the Company is not liable for any loss arising from the use of electronic communication.

26. TERM AND TERMINATION

(a) The Company may issue a written warning to any Client whose conduct breaches this Agreement.

(b) The Company may terminate this Agreement immediately by written notice where:

(i) the Client engages in unlawful conduct;

(ii) the Client engages in conduct that has or may damage the reputation of the Company or the integrity of the Anchovi-Backed™ designation;

(iii) the Client demonstrates dishonest, seriously unreasonable, or inappropriate conduct in its dealings with the Company; or

(c) the Company reasonably considers, on reasonable grounds, that the Client has engaged in conduct that is unlawful or dishonest, involves a serious breach of safety or regulatory obligations, or has attracted substantial adverse publicity, and that the conduct would materially damage the integrity of the Anchovi-Backed™ designation, and that suspension or a lesser measure would not adequately protect that integrity. The Company may act under this clause even where no formal regulatory finding or court determination has been made. Termination under this clause 26(c), or under clause 26(b)(ii) or (iii), is subject to the process in clause 26(f). The Company may also terminate this Agreement immediately for non-payment of any amount due, an Insolvency Event affecting the Client, or the Client's failure to cooperate with an audit or reassessment under clause 12.

(d) Either party may terminate this Agreement by providing thirty (30) days' written notice.

(e) Termination does not relieve the Client of any obligation to pay Fees or Overdue Amounts accrued before termination. Except as provided in clauses 8 and 26(g), no refund will be payable upon termination under clauses 26(b) or 26(c).

(f) Before terminating this Agreement under clause 26(b)(ii) or (iii) or clause 26(c), or revoking the Anchovi Backing other than for non-payment, an Insolvency Event, or conduct posing an imminent risk to safety, legal compliance, or the integrity of the Anchovi Supplier Register, the Company will: (i) give the Client written notice of the grounds; (ii) allow the Client ten (10) Business Days to respond; and (iii) consider the Client's response before making a final decision, which will be notified in writing with reasons. The Company may suspend the Anchovi Backing and the Mark Licence during this process.

(g) Where this Agreement is terminated by the Company under clause 26(b)(ii) or (iii) or clause 26(c) otherwise than for the Client's material breach, provision of false or misleading information, or unlawful conduct, the Company will refund the unused pro-rata portion of any prepaid annual Stage 1 subscription Fees and Stage 4 Renewal Fees relating to the period after the termination date. Stage 2 and Stage 3 assessment fees are not refundable in any circumstances, consistent with clause 8.

27. SERVICE PERIOD

(a) The Client is committed to the Initial Term specified in the Stage 1 Onboarding Form. If the Client terminates this Agreement before expiry of the Initial Term for any reason, the Client remains liable for all Fees payable for the remainder of the Initial Term. All such amounts are immediately due and payable and non-refundable.

(b) The Client acknowledges that the Initial Term reflects the Company's onboarding, platform configuration, assessment resourcing, and operational costs and represents a genuine pre-estimate of those costs.

28. EFFECT OF TERMINATION

Upon termination or expiry of this Agreement for any reason, all rights granted to the Client including the Mark Licence and Platform access rights terminate immediately. Without delay, the Client must:

(a) cease all use of the Anchovi-Backed™ mark and remove it from all websites, marketing materials, product packaging, procurement submissions, and digital assets;

(b) cease making any representation that it holds or has held the Anchovi-Backed™ designation or the Anchovi Backing;

(c) return or destroy (at the Company's election) all Confidential Information of the Company in the Client's possession or control; and

(d) pay all outstanding Fees, Overdue Amounts, and interest within fourteen (14) days of the date of termination.

Provisions relating to payment of Fees, intellectual property, limitation of liability, confidentiality, privacy, dispute resolution, governing law, and the obligations in clauses 9, 10, 11, 13, 14, 18, 19, and 20 survive termination or expiry of this Agreement.

29. FORCE MAJEURE

Neither party will be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by a Force Majeure Event, provided the affected party gives prompt written notice to the other party and takes all reasonable steps to mitigate the impact and duration of the Force Majeure Event.

30. GENERAL PROVISIONS

(a) This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior negotiations, representations, and agreements.

(b) No variation to this Agreement is effective unless made in writing and agreed by both Parties, except where the Company updates the Master Terms and Conditions or Staged Backing Framework in accordance with this Agreement.

(c) Failure to exercise or delay in exercising any right under this Agreement is not a waiver of that right. A waiver is only effective if given in writing.

(d) The Client must not assign, novate, or transfer any rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign this Agreement without consent in connection with a sale of the business or restructure.

(e) Notices must be in writing and delivered by email or post to the addresses set out in the Stage 1 Onboarding Form. Email notices are deemed received on the next Business Day after sending unless a delivery failure notice is received.

(f) This Agreement may be executed in counterparts, including electronically. Electronic signatures are valid and binding.

(g) The rights and obligations in this Agreement do not merge on completion of any transaction and survive to the extent they have not been fulfilled.

Master Terms & Conditions

Anchovi Advisory Pty Ltd ACN 676 175 830

Anchovi Advisory Pty Ltd
ACN 676 175 830