Service Agreement Template

SERVICE AGREEMENT

This Service Agreement (this "Agreement") is entered into as of 1 May 2026 by and between Harbour Capital Management Ltd. ("Client") and Wellington Digital Consulting Ltd. ("Service Provider"). This Agreement is governed by the laws of New Zealand, including the Contract and Commercial Law Act 2017 (CCLA 2017), the Consumer Guarantees Act 1993 (CGA 1993) and the Fair Trading Act 1986 (FTA 1986). The parties agree as follows:

The Service Provider agrees to provide the following services to the Client (the "Services"):

Digital transformation consulting services for the Client's core-banking platform upgrade, including: (i) technology strategy assessment and target operating model design; (ii) systems integration architecture and vendor evaluation (3 finalists); (iii) implementation oversight of the chosen vendor across 4 phases; and (iv) monthly executive briefings to the Client's board steering committee.

The Service Provider shall perform the Services with the standard of reasonable care and skill required by section 28 of the Consumer Guarantees Act 1993, in accordance with applicable New Zealand professional standards and industry codes. The parties are both in trade and acknowledge the Services are acquired in trade; accordingly, to the extent permitted by s 43 CGA 1993, the implied consumer guarantees may be contracted out of as set out in clause 14 below.

This Agreement commences on 1 May 2026 and continues until 30 April 2027, unless terminated earlier in accordance with this clause. For convenience. Either party may terminate by giving 30 days' written notice. For cause. Either party may terminate immediately by written notice if the other party: (a) commits a material breach not remedied within ten (10) Business Days of written notice; (b) becomes insolvent, has a liquidator, receiver or statutory manager appointed, or enters voluntary administration under the Companies Act 1993; or (c) fails to pay any amount when due and that failure continues for more than seven (7) days after a written reminder. On termination, the Client shall pay for all Services satisfactorily completed and accepted up to the date of termination, plus any pre-approved expenses. Clauses concerning Confidentiality, Intellectual Property, Liability and Governing Law survive termination.

The Client shall pay the Service Provider a monthly retainer of $12,000.00 per month. Payment is due monthly in advance on the first Business Day of each month. The Service Provider shall submit valid tax invoices itemising the Services performed. GST at the prevailing rate (currently 15%) under the Goods and Services Tax Act 1985 is added to invoices; the Service Provider's GST registration is current.

Late payment. Interest accrues on overdue amounts at 8% per annum (the statutory default rate set under the Interest on Money Claims Act 2016 by reference to RBNZ rates, unless the parties record a different commercial rate). Interest is calculated daily from the day after the due date until the day of actual payment, and is in addition to the Service Provider's other rights (including suspension of further work under clause 4).

The Client shall: (a) provide the Service Provider with timely access to information, personnel, systems and facilities reasonably necessary to perform the Services; (b) designate an authorised contact to give instructions and approve deliverables; (c) review and accept (or reject with written reasons) each deliverable within five (5) Business Days of receipt — failing which the deliverable is deemed accepted; (d) pay all invoices in accordance with clause 3; and (e) not unreasonably withhold or delay any approval, consent or instruction. The Service Provider is not in breach of this Agreement to the extent that any delay or failure in performance is caused by the Client's failure to comply with this clause, and the Service Provider may suspend Services for non-payment after written notice.

The Service Provider warrants that: (a) it has the right, authority and capability to enter into and perform this Agreement; (b) the Services will be performed with reasonable care and skill (s 28 CGA 1993) and within the time reasonably expected (s 30 CGA 1993); (c) any deliverables will materially conform to the agreed specifications and be fit for the particular purpose made known by the Client (s 29 CGA 1993); (d) the performance of the Services will not knowingly infringe the intellectual property rights of any third party; and (e) the Service Provider holds all licences, registrations and professional indemnity insurance required to perform the Services lawfully. These warranties are additional to any non-excludable consumer guarantees.

Each party is a Person Conducting a Business or Undertaking (PCBU) under the Health and Safety at Work Act 2015 (HSWA 2015) and owes the primary duty of care under s 36 HSWA 2015 so far as is reasonably practicable. Where the Services are performed at the Client's premises or worksite, the Client (as PCBU with management or control of that workplace) shall ensure the workplace is without risks to health and safety and shall provide reasonable induction, hazard information and any required PPE. The Service Provider shall consult, co-operate and co-ordinate activities with the Client and any other PCBUs on site under s 34 HSWA 2015, report incidents and near misses promptly, and comply with the Client's documented health and safety policies.

Where the Service Provider collects, holds or has access to personal information of the Client's staff, customers or other individuals in performing the Services, the Service Provider shall comply with the Privacy Act 2020 and the thirteen Information Privacy Principles. In particular, the Service Provider shall: (a) only use such personal information for the purpose of providing the Services; (b) keep it secure with reasonable safeguards under IPP 5; (c) not disclose it to any third party except as permitted by IPP 11 or required by law; (d) notify the Client promptly (and in any event within 72 hours) of any actual or suspected notifiable privacy breach under Part 6 of the Privacy Act 2020; and (e) on termination or written request, return or securely destroy all personal information held. Where personal information is transferred outside New Zealand, the Service Provider shall ensure comparable safeguards apply (IPP 12).

Either party may request a variation to the scope of Services. No variation is binding unless agreed in writing by both parties (a written change order suffices), specifying any change in fees, timeline or deliverables. The Service Provider shall notify the Client promptly if any instruction or event may give rise to a variation in scope or an increase in fees, and shall not proceed with the varied work until written agreement is recorded. No variation affects the validity of this Agreement as to the remaining unvaried Services.

The Service Provider is an independent contractor and not an employee, partner, agent or joint venturer of the Client. The Service Provider is solely responsible for: (a) all income tax, GST, ACC levies (under the Accident Compensation Act 2001) and any other tax and levy obligations on its income; and (b) all employment obligations to its own personnel, including PAYE, KiwiSaver employer contributions under the KiwiSaver Act 2006, holiday pay under the Holidays Act 2003, and any leave entitlements. The Client shall not be responsible for withholding PAYE on behalf of the Service Provider or providing any employee-style benefits. The Service Provider has the right to provide services to other clients, subject to its confidentiality obligations.

Neither party is liable for any failure or delay in performing this Agreement (other than the payment of money) caused by an event beyond its reasonable control, including: (a) acts of God, earthquake, fire, flood, severe storm or pandemic; (b) acts of government, civil emergency or imposition of trade sanctions; (c) industrial action or labour disputes not specific to that party's workforce; or (d) failure of a third-party utility, telecommunications or critical supplier. The affected party shall promptly notify the other, use reasonable endeavours to mitigate the impact, and resume performance as soon as practicable. If the force majeure event continues for more than thirty (30) consecutive days, either party may terminate this Agreement by written notice, in which case the Client pays only for Services actually delivered and accepted up to the date of suspension.

If a dispute arises under or in connection with this Agreement, the parties shall first attempt to resolve it by good-faith direct negotiation between senior representatives for not less than twenty (20) Business Days from written notice of dispute. If unresolved, either party may refer the dispute to mediation under the auspices of The Resolution Institute or another mutually agreed mediator. The mediation fees are shared equally. If mediation is unsuccessful within thirty (30) days of referral, either party may commence proceedings. Nothing in this clause prevents a party from seeking urgent interlocutory relief from the High Court of New Zealand or any other court of competent jurisdiction.

This Agreement is governed by and construed in accordance with the laws of New Zealand, including the Contract and Commercial Law Act 2017, the Consumer Guarantees Act 1993 and the Fair Trading Act 1986. The parties submit to the exclusive jurisdiction of the courts of Wellington, New Zealand.

Entire agreement. This Agreement records the entire agreement of the parties and supersedes all prior negotiations and agreements relating to its subject matter. Amendment. No variation is effective unless in writing and signed by both parties. Severability. If any provision is held unenforceable, the remainder continues in full force and the unenforceable provision is read down to the minimum extent necessary. Assignment and subcontracting. The Service Provider may not assign or subcontract this Agreement or any part of the Services without the Client's prior written consent (not to be unreasonably withheld). The Service Provider remains responsible for any subcontractor's acts and omissions. Notices. Notices must be in writing and may be delivered by hand, post or email to the addresses above. Counterparts / electronic execution. This Agreement may be signed in counterparts and executed electronically under Part 4 of the Contract and Commercial Law Act 2017.

Work Product ownership. All work product, deliverables, source code, designs, inventions and materials created by the Service Provider in performing the Services (the "Work Product") vest in the Client on creation and payment in full. The Service Provider irrevocably assigns to the Client all right, title and interest in the Work Product, including all copyright under the Copyright Act 1994, patent rights under the Patents Act 2013, registered designs under the Designs Act 1953, and any other intellectual property rights worldwide. The Service Provider waives, to the extent permitted by law, any moral rights in the Work Product under Part 4 of the CA 1994. The Service Provider retains its pre-existing IP and general-purpose tools and grants the Client a perpetual, worldwide, royalty-free licence to use them solely to the extent embedded in or necessary for the Client's use of the Work Product.

Each party (a "Recipient") shall hold in strict confidence the non-public information of the other party (the "Discloser") and any of its affiliates received in connection with this Agreement ("Confidential Information"), including business and pricing strategy, customer and prospect lists, technical specifications, source code, financial records, trade secrets, methodologies and any information marked or reasonably identifiable as confidential. During the Term and for 3 years after termination, the Recipient shall: (a) use Confidential Information only to perform or receive the Services; (b) restrict access on a need-to-know basis with confidentiality obligations no less stringent than those in this clause; (c) protect it with at least the standard of care it uses for its own confidential information (not less than reasonable care); and (d) on termination or written request, either return or securely destroy all such information, at the disclosing party's election. The obligation does not apply to information that is or becomes public other than by breach, was lawfully in the Recipient's possession before disclosure without obligation of confidentiality, is independently developed without reference to the Confidential Information, or is required to be disclosed by law or regulatory authority (with prompt notice to the Discloser where lawful). Misuse of trade secrets may constitute an offence under s 249 of the Crimes Act 1961.

The Service Provider commits to the following measurable service levels (each a "Service Level"):

(a) Response time — the Service Provider will acknowledge and begin work on critical incidents within 4 Business Hours of notification by the Client, and resolve them within commercially reasonable timeframes proportionate to severity.
(b) Availability / uptime — where the Services include access to a Service Provider system or platform, monthly availability shall be at least 99.5%, excluding scheduled maintenance (notified at least 48 hours in advance) and force majeure events.
(c) Reporting — the Service Provider will provide the Client with quarterly reports of Service Level performance, incidents, root-cause analyses and remedial actions.

Service credits. Where the Service Provider fails to meet a Service Level in any calendar month, the Service Provider shall credit the Client against the next month's fees: 5% of monthly fees for the first failure, 10% for the second consecutive failure, and 15% for the third consecutive failure. Three consecutive failures of the same Service Level entitle the Client to terminate this Agreement for cause under clause 2.

Limitation of liability. To the extent permitted by law, neither party is liable to the other for any indirect, special, consequential, incidental or punitive loss or damage, including loss of profits, loss of revenue, loss of data, loss of business opportunity, or loss of goodwill, whether arising in contract, tort (including negligence), equity or otherwise. The Service Provider's aggregate liability to the Client under or in connection with this Agreement shall not exceed the total fees paid or payable by the Client in the twelve (12) months immediately preceding the event giving rise to liability.

Carve-outs. The limitation does not apply to: (a) the Service Provider's confidentiality, intellectual property and privacy obligations; (b) liability for personal injury or death caused by negligence; (c) wilful misconduct or fraud; or (d) any liability that cannot lawfully be limited under the Fair Trading Act 1986 or the Consumer Guarantees Act 1993 (it being agreed under s 43 CGA 1993 that the consumer guarantees in the CGA 1993 are contracted out of as between these parties to the extent both are in trade and the Services are acquired in trade, the Client having had a reasonable opportunity to seek legal advice).

Mutual indemnity. Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other against any third-party claims, losses, costs and expenses (including reasonable legal fees on a solicitor-and-own-client basis) arising out of or relating to the Indemnifying Party's: (a) breach of this Agreement; (b) negligence or wilful misconduct; or (c) infringement of any third party's intellectual property rights.

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