Service Agreement Template

SERVICE AGREEMENT

State Of New South Wales, Australia

This Service Agreement (this "Agreement") is entered into as of 1 May 2026 by and between Southern Ventures Pty Ltd ABN 56 789 012 345 (the "Client") and Harbour Digital Pty Ltd ABN 12 345 678 901 (the "Service Provider"). The parties intend to be legally bound and agree as follows:

The Service Provider agrees to perform the following services (the "Services") for the Client:
Complete redesign and development of corporate website including responsive design, CMS integration, SEO optimisation, analytics setup, and staff training. Three revision rounds included per milestone.
The Service Provider shall perform the Services in a professional and workmanlike manner consistent with applicable Australian industry standards. The Services include such reasonable adjustments as the parties may agree in writing from time to time.

This Agreement shall commence on 1 May 2026 and shall continue until 31 August 2026, unless earlier terminated in accordance with this Agreement. The parties may extend the term by written instrument signed by both parties.

The Client shall pay the Service Provider as follows: Fixed fee of 38,500.00 AUD. Payment terms: Net 14 Days. All fees are exclusive of GST. If the Service Provider is registered for GST, applicable GST (currently 10%) shall be added to invoices and the Service Provider shall issue valid tax invoices in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Late payments shall accrue interest at the Reserve Bank of Australia cash rate plus 4% per annum, calculated daily from the due date until paid in full.

Upon delivery of any deliverable, the Client shall have ten (10) business days to review and either accept the deliverable or provide written notice of specific deficiencies with reasonable particularity. If no written notice of deficiencies is provided within that period, the deliverable shall be deemed accepted. The Service Provider shall remedy material deficiencies within a reasonable time at no additional charge. Risk in any deliverable transfers to the Client upon acceptance, except where title is reserved under the Intellectual Property clause below.

The Service Provider warrants that the Services will be performed with due care and skill, will be reasonably fit for any purpose the Client expressly or by implication makes known, and will be supplied within a reasonable time (statutory guarantees under sections 60–62 of the Australian Consumer Law, Schedule 2 to the Competition and Consumer Act 2010 (Cth)). Where the Client acquires the Services as a consumer within the meaning of section 3 of the ACL (broadly: services costing AUD$100,000 or less, or services of a kind ordinarily acquired for personal, domestic or household use), the statutory consumer guarantees apply and cannot be excluded, restricted or modified. To the maximum extent permitted by section 64A of the ACL, where the Client acquires the Services for business use and the Services are not of a kind ordinarily acquired for personal, domestic or household use, the Service Provider's liability for breach of a consumer guarantee is limited to (at the Service Provider's election) the supplying of the Services again or the payment of the cost of having the Services supplied again. All other express or implied warranties not arising under the ACL are excluded to the maximum extent permitted by law.

The Service Provider is engaged as an independent contractor and not as an employee, partner, agent, or joint venturer of the Client. Nothing in this Agreement creates an employment relationship within the meaning of the Fair Work Act 2009 (Cth) (as amended by the Fair Work Legislation Amendment (Closing Loopholes No. 2) Act 2024 (Cth)). The parties acknowledge that, following the commencement on 26 August 2024 of the new statutory definition of "employee" in section 15AA of the Fair Work Act, the true nature of their relationship will be assessed by reference to the whole-of-relationship test — considering the real substance, practical reality and true nature of the working relationship, including how the contract is performed in practice — and not merely the labels used in this Agreement. The Service Provider shall: (a) supply its own equipment, materials and personnel; (b) bear the commercial risk of providing the Services; (c) be responsible for its own taxation (including PAYG and GST obligations), superannuation, workers' compensation and public liability insurance; and (d) be free to provide services to third parties, subject only to confidentiality and any reasonable conflict-of-interest restrictions. The Service Provider warrants that it has not made any representation to the Client about the nature of this engagement that it does not reasonably believe to be correct (sham contracting protection under section 357 of the Fair Work Act, amended to a reasonableness test).

Each party agrees to hold in strict confidence all proprietary or confidential information disclosed by the other party in connection with this Agreement ("Confidential Information") and to use such information solely for the purposes contemplated herein. This obligation shall survive termination for two (2) years. Neither party shall disclose the other party's Confidential Information to any third party without prior written consent. Where Confidential Information includes personal information (as defined in section 6 of the Privacy Act 1988 (Cth)) of the Client's customers, employees or other individuals, the Service Provider shall handle that information in accordance with the Australian Privacy Principles (APPs) in Schedule 1 to the Privacy Act and the Privacy Regulations 2025, and shall notify the Client promptly of any suspected eligible data breach falling within the Notifiable Data Breach scheme (Part IIIC of the Privacy Act). Nothing in this clause restricts a disclosure that qualifies as a protected disclosure under Part 9.4AAA of the Corporations Act 2001 (Cth), Part IVD of the Taxation Administration Act 1953 (Cth), or the Public Interest Disclosure Act 2013 (Cth).

The parties acknowledge that, as the Client has confirmed it is a small business within the meaning of section 23 of the Australian Consumer Law (employing fewer than 100 full-time equivalent employees or with annual turnover below AUD$10 million), the Unfair Contract Terms (UCT) regime under sections 23–28 of the ACL applies to any standard-form provision of this Agreement. Following the reforms commenced on 9 November 2023, a term of a small-business standard-form contract that is unfair within the meaning of section 24 of the ACL is void and may attract civil penalties of up to AUD$2.5 million for individuals or, for body corporates, the greater of AUD$50 million, three (3) times the value of any benefit obtained, or 30% of adjusted turnover during the breach period. The parties have negotiated this Agreement on the basis that no term is intended to operate beyond what is reasonably necessary to protect the Service Provider's legitimate interests. Any term held to be unfair shall be severed; the remainder of the Agreement shall continue in full force and effect.

To the maximum extent permitted by the ACL and other applicable Australian law, the Service Provider's aggregate liability to the Client for any claim arising out of or in connection with this Agreement (whether in contract, tort, statute or otherwise) is limited to the total fees paid by the Client under this Agreement in the twelve (12) months preceding the claim. Neither party is liable for any indirect, consequential, special, incidental or punitive loss or damage, loss of profits, loss of revenue, loss of business opportunity, loss of goodwill or loss of or corruption of data arising out of or in connection with this Agreement, even if advised of the possibility of such loss. Nothing in this clause limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct; (d) liability that cannot be excluded under the ACL or other applicable law (including statutory consumer guarantees as set out above); or (e) the indemnities given under this Agreement, which are not capped.

All work product, deliverables and intellectual property created by the Service Provider in the performance of the Services (the "Work Product") shall vest in the Client upon full payment of all fees. The Service Provider hereby assigns to the Client all right, title and interest in the Work Product, including all intellectual property rights anywhere in the world, including any registrable rights under the Patents Act 1990 (Cth), Designs Act 2003 (Cth) and Trade Marks Act 1995 (Cth). The Service Provider retains ownership of any pre-existing intellectual property and third-party open-source components ("Background IP") and grants the Client a non-exclusive, perpetual licence to use such Background IP as incorporated in the Work Product. The Service Provider (and where applicable, its individual personnel as authors) consents, to the maximum extent permitted by Part IX of the Copyright Act 1968 (Cth), to all acts or omissions by the Client or its licensees that would otherwise infringe the moral rights of the author(s) in the Work Product, including the rights of attribution, against false attribution and integrity (section 195AW). This consent is given in respect of the Work Product as a whole and any adaptations.

If the Service Provider fails to deliver any deliverable by the agreed deadline and such failure is not caused by the Client or a force majeure event, the Client may deduct liquidated damages of 500.00 AUD per day for each calendar day of delay, up to a maximum of 10% of the total contract value. The parties acknowledge that this amount represents a genuine pre-estimate of the Client's loss assessed at the date of this Agreement and is not a penalty (in accordance with the Australian common law as restated in Paciocco v Australia and New Zealand Banking Group Ltd [2016] HCA 28).

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any and all claims, damages, losses, costs and legal expenses (including on a full indemnity basis) arising from: (a) the Indemnifying Party's material breach of this Agreement; (b) the Indemnifying Party's negligence or wilful misconduct; (c) any claim that materials or deliverables supplied by the Indemnifying Party infringe any third-party intellectual property rights; and (d) any claim arising from the Service Provider's failure to comply with the Australian Privacy Principles in respect of personal information handled in connection with this Agreement. The indemnified party shall give the Indemnifying Party prompt written notice of any claim and reasonable cooperation in its defence; the Indemnifying Party shall control the defence and settlement of the claim, but shall not settle on terms that impose any liability or admission on the indemnified party without its prior written consent.

Either party may terminate this Agreement without cause by providing 30 days' written notice. Either party may terminate immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to remedy such breach within fourteen (14) days of written notice; (b) becomes insolvent, has a controller, administrator, receiver or liquidator appointed, or enters into a scheme of arrangement (as those concepts are used in Chapter 5 of the Corporations Act 2001 (Cth)); (c) commits a serious or repeated breach of any law in connection with the Services; or (d) suffers a change of control to a competitor of the other party. Upon termination, the Client shall pay for all Services properly performed and reasonable expenses incurred to the termination date. Any Work Product not yet paid for remains subject to the Service Provider's title (or licence revocation, as applicable) until full payment is received. Clauses 5 (Consumer Guarantees), 7 (Confidentiality and Privacy), 9 (Limitation of Liability), 10 (Intellectual Property), 12 (Indemnification) and 14 (Dispute Resolution) survive termination.

Any dispute arising out of or in connection with this Agreement shall first be referred to good-faith negotiation between senior representatives for 15 business days. If unresolved, either party may refer the dispute to mediation administered by the Australian Disputes Centre (ADC) or a mutually agreed mediator in the capital city of New South Wales under the ADC Mediation Guidelines. If mediation is unsuccessful within thirty (30) days of referral, either party may commence proceedings in the courts of New South Wales. Nothing prevents either party from seeking urgent interlocutory relief at any time.

Modern Slavery. The Service Provider shall comply with the Modern Slavery Act 2018 (Cth) and, to the extent applicable to its operations, with any modern-slavery due-diligence framework that the Australian Anti-Slavery Commissioner introduces under reforms following the January 2026 position paper. The Service Provider shall: (a) take reasonable steps to identify and address risks of modern slavery in its own operations and supply chains; (b) provide on request such information as the Client (if a "reporting entity" with consolidated annual revenue of at least AUD$100 million) requires to prepare its annual Modern Slavery Statement; and (c) promptly notify the Client of any actual or suspected modern-slavery incident in the supply chain for the Services.

Personal Information Handling. Where the Service Provider collects, uses, holds or discloses personal information on behalf of the Client, the Service Provider shall: (a) comply with each Australian Privacy Principle applicable to its activities, even if it is not itself an "APP entity"; (b) maintain reasonable security safeguards (APP 11.1) including encryption in transit and at rest for sensitive information; (c) notify the Client of any suspected eligible data breach within 48 hours of becoming aware, and cooperate in any assessment and notification under Part IIIC of the Privacy Act 1988 (Cth); (d) only transfer personal information overseas with the Client's prior written consent and on terms substantially equivalent to the APPs (APP 8); and (e) return or destroy all personal information within thirty (30) days of termination, subject to any contrary statutory retention obligation.

This Agreement is governed by and construed in accordance with the laws of the State or Territory of New South Wales and, where applicable, the laws of the Commonwealth of Australia, without regard to conflict-of-laws principles. Subject to the Dispute Resolution clause above, each party submits to the non-exclusive jurisdiction of the courts of New South Wales.

Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings.
Amendment: No amendment is valid unless in writing and signed by both parties.
Severability: If any provision is invalid or unenforceable, it shall be severed and the remaining provisions shall remain in full force; where possible the offending provision shall be read down rather than struck out.
Force Majeure: Neither party shall be liable for delay or failure caused by events beyond its reasonable control, including natural disasters, pandemics, government orders, cyber-attacks, or large-scale infrastructure failures, provided the affected party gives prompt written notice and takes reasonable steps to mitigate.
Assignment: Neither party may assign its rights or obligations without the other party's prior written consent, except to a successor in connection with a merger, acquisition or sale of substantially all of its assets.
Notices: All notices shall be in writing and delivered by hand, prepaid post, or email to the addresses set out above (deemed received on the next business day after sending).
Electronic Execution: This Agreement may be executed electronically and in counterparts; electronic signatures are valid and enforceable under the Electronic Transactions Act 1999 (Cth) and applicable State and Territory legislation.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.