Terms of Trade

In these Terms of Trade, unless the context otherwise requires:

• "FAR", "we", "us", or "our" means FAR Corporate Services Limited and its related entities.
• "Client", "you", or "your" means the person, company, or other entity engaging FAR to provide services.
• "Services" means any services provided by FAR to the Client, including but not limited to investment banking services, financial advisory, capital raising, and debt financing.
• "Agreement" means any agreement between FAR and the Client for the provision of Services, including these Terms of Trade.
• "Confidential Information" means all information disclosed by one party to the other, whether before or after the Agreement, that is identified as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

2.1 FAR will provide the Services with reasonable care and skill in accordance with the Agreement.

2.2 FAR may engage third parties to assist in providing the Services. FAR will remain responsible for the provision of the Services.

2.3 The Client acknowledges that FAR's ability to provide the Services depends on the Client providing FAR with full, accurate, and timely information and assistance.

2.4 FAR will use reasonable efforts to meet any timeframes agreed with the Client, but time will not be of the essence unless specifically agreed in writing.

3.1 The Client will pay FAR the fees agreed for the Services, plus any applicable taxes.

3.2 Unless otherwise agreed, FAR will invoice the Client monthly for Services provided, and the Client will pay each invoice within 14 days of the invoice date.

3.3 If the Client fails to pay any amount when due, FAR may:

• Charge interest on the overdue amount at the rate of 2% per month, calculated daily;
• Suspend provision of the Services until payment is made in full; and/or
• Recover from the Client all costs incurred in collecting the overdue amount, including legal costs.

3.4 The Client may not withhold, deduct, or set off any amount from any payment due to FAR.

4.1 Each party will keep confidential all Confidential Information of the other party and will not use or disclose such Confidential Information except:

• As necessary to perform its obligations under the Agreement;
• As required by law or any regulatory authority;
• With the prior written consent of the other party; or
• If the information is or becomes publicly available other than through a breach of confidentiality.

4.2 The Client acknowledges that FAR may disclose Confidential Information to its employees, contractors, advisers, and third parties engaged to assist in providing the Services, provided they are bound by equivalent obligations of confidentiality.

4.3 The obligations of confidentiality in this clause will survive termination of the Agreement.

5.1 All intellectual property rights in materials created by FAR in providing the Services will remain the property of FAR.

5.2 Subject to payment of all fees due, FAR grants the Client a non-exclusive, non-transferable license to use such materials for the purpose for which they were provided.

5.3 The Client grants FAR a non-exclusive license to use the Client's intellectual property as necessary to provide the Services.

6.1 To the maximum extent permitted by law, FAR's total liability to the Client for all claims arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will not exceed the total fees paid by the Client to FAR under the Agreement in the 12 months preceding the claim.

6.2 FAR will not be liable to the Client for any:

• Loss of profit, revenue, business opportunity, or goodwill;
• Indirect or consequential loss or damage; or
• Loss arising from the Client's failure to provide accurate or complete information.

6.3 Nothing in the Agreement limits or excludes liability that cannot be limited or excluded by law.

7.1 Either party may terminate the Agreement by giving 30 days' written notice to the other party.

7.2 Either party may terminate the Agreement immediately by written notice if the other party:

• Commits a material breach of the Agreement that is not remedied within 14 days of written notice;
• Repeatedly breaches any term of the Agreement; or
• Becomes insolvent, enters into administration or liquidation, or makes any arrangement with creditors.

7.3 On termination, the Client will pay FAR for all Services provided up to the date of termination and any expenses incurred.

7.4 Termination will not affect any rights or remedies that have accrued prior to termination.

8.1 Entire Agreement: The Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and representations.

8.2 Variation: No variation of the Agreement will be effective unless it is in writing and signed by both parties.

8.3 Assignment: The Client may not assign, transfer, or subcontract any of its rights or obligations under the Agreement without FAR's prior written consent.

8.4 Force Majeure: Neither party will be liable for any delay or failure to perform its obligations under the Agreement due to events beyond its reasonable control.

8.5 Notices: Any notice given under the Agreement must be in writing and delivered by hand, email, or post to the address of the other party specified in the Agreement.

8.6 Severability: If any provision of the Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

8.7 No Waiver: No failure or delay by a party to exercise any right under the Agreement will operate as a waiver of that right.

8.8 Relationship: Nothing in the Agreement creates a partnership, joint venture, or relationship of principal and agent between the parties.

8.9 Governing Law: The Agreement is governed by the laws of New Zealand, and the parties submit to the exclusive jurisdiction of the New Zealand courts.