FM CREW SERVICE TRADING TERMS

WrkPod (Facility management) Pty Ltd — ABN 66 701 539 442

Trading as FM Crew

Please read these Trading Terms carefully. The following Trading Terms supersede all previous terms and conditions issued by Us. By submitting the online order form on FM Crew's website, You confirm that You have read and agree to be bound by these Trading Terms. A binding agreement is formed when FM Crew issues an Order Confirmation to You.

1. Definitions

In the Trading Terms and in any quotation, offer, current catalogue, Fees list produced by Us or other agreement with Us, the following definitions apply:

2. Application of Trading Terms

2.1 These Trading Terms govern the entire relationship between FM Crew and You in connection with the Services. By submitting the Customer Application Form on FM Crew's website, You confirm that You have read and agree to be bound by these Trading Terms. A binding agreement is formed when FM Crew issues an Order Confirmation to You. Each Order Confirmation forms a schedule to these Trading Terms and does not create a separate or independent contract.

2.2 The Trading Terms set out the entire agreement between You and Us relating to the Services and supersede any previous agreements, proposals, correspondence or representations, whether written or oral. To the extent of any inconsistency between the Trading Terms and any other document, the Trading Terms shall prevail.

2.3 We may amend these Terms and Conditions from time to time by giving notice by publication on Our website (www.fmcrew.com.au) and by email. You will be deemed to have accepted amended Terms if You continue to purchase Services after such amendment.

3. Services

3.1 The FM Crew Service

FM Crew provides a fully managed, end-to-end offshore staffing service to facility management businesses requiring dedicated professional assistance. All Workers are based at a WrkPod Facility in the Philippines. The FM Crew Service is provided on a full-time, exclusive basis:

3.2 Worker Selection

FM Crew will use all reasonable endeavours to provide You with the number of Workers requested in the Customer Application Form.

3.2.1 Upon receiving Your Customer Application Form and payment of the Set-up Fee, FM Crew will advertise the required position, review candidate applications, conduct interviews and complete background checks before providing a shortlist of recommended candidates per role.

3.2.2 For each candidate We recommend, We will provide a recording of Our interview and Our reasons for recommending them. Live interviews can be arranged upon request.

3.2.3 If You are not satisfied with the first shortlist of candidates, We will use reasonable endeavours to provide a further shortlist of recommended candidates. If You choose to reject those additional candidates, both parties reserve the right to terminate the provision of services. Upon such termination, You may request a partial refund of the Set-up Fee, being the Set-up Fee less $500 per Worker (to cover the cost of advertising, interviewing and shortlisting candidates), provided that:

• (a) You must not have selected, hired or engaged any of the shortlisted candidates; and
• (b) You must provide FM Crew with a brief written explanation of why the candidates did not meet the requirements of the role set out in Your Customer Application Form.
• (c) Your request must be based on the suitability of the candidates. A change of mind, a change in Your business circumstances or a decision not to proceed is not grounds for a refund.

FM Crew will process eligible refunds within 14 Business Days of receiving a valid refund request. The Set-up Fee is non-refundable in all other circumstances, including where You change Your mind or decide not to proceed for any reason (whether before or after recruitment has commenced), and where You have selected and engaged a Worker but the engagement subsequently does not work out — that scenario is addressed by the replacement provisions in clause 3.5.

3.2.4 Upon You selecting Your desired candidate(s) and the candidate(s) confirming acceptance, that person will be deemed to be Your Worker for the purposes of these Trading Terms.

3.3 Training and Onboarding

3.3.1 Once Your Worker accepts their position, We will provide 1 week of initial training and onboarding using Our training resources. This is conducted on-site at the WrkPod Facility.

3.3.2 Prior to Your Worker commencing, We will provide You with access to FM Crew's onboarding materials, checklists and video training library to assist You with integrating and transitioning to working with Your Worker. Additional on-call assistance from Our integration team is available upon request.

3.3.3 Once We notify You that Your Worker has completed their initial training, Your Worker will be assigned to You and You will be required to commence paying the Ongoing Service Fee.

3.4 Performance Monitoring

3.4.1 If You have concerns regarding a Worker's performance, You must provide Us with a written report detailing those concerns, including relevant examples and dates. FM Crew will arrange a facilitated meeting between You and Your Worker to discuss the concerns and agree on the changes required. Following that meeting, WrkPod Inc. will issue the Worker a formal Performance Improvement Plan (PIP) in accordance with Philippine labour law, setting out the performance expectations, the timeframe for improvement, and the support to be provided. FM Crew will follow up with You to confirm whether the Worker's performance has improved in line with the PIP.

3.4.2 If, at Your reasonable discretion, Your Worker has failed to meet the requirements of the PIP, You may request that FM Crew take further action in respect of that Worker. Any further action, including replacement or termination of the Worker's employment, will be carried out by WrkPod Inc. in accordance with the due process requirements of Philippine labour law, including the issuance of the required notices and the conduct of any required hearing. FM Crew will consult with You throughout this process but retains sole responsibility for ensuring compliance with applicable Philippine labour law.

3.5 Replacement of Workers

3.5.1 Subject to clause 3.4.2, if You request Us to replace Your Worker in any of the following situations, We will do so at no cost to You and the Ongoing Service Fee will not be charged until a replacement Worker has been accepted by You:

• (a) Your Worker becomes pregnant and does not intend to return to work following their pregnancy;
• (b) Your Worker becomes pregnant but intends to return to work, in which case any replacement Worker will only work with You until Your original Worker returns;
• (c) Your Worker resigns or is terminated by WrkPod Inc.;
• (d) Your Worker is unable to work for more than 10 consecutive Business Days due to illness or caring for another person, or becomes permanently unable to work; or
• (e) the Worker has failed to meet the requirements of a PIP and WrkPod Inc. has completed the due process required under Philippine labour law.

3.5.2 If You request replacement in any situation not listed in clause 3.5.1, You will be required to pay a Set-up Fee for Your replacement Worker, but the Ongoing Service Fee will not be charged until a replacement is accepted by You.

3.5.3 FM Crew reserves the right to terminate this agreement by giving 30 days' written notice if, in FM Crew's reasonable opinion, You have made repeated or unreasonable requests for the replacement of Workers.

3.5.4 Only FM Crew may inform a Worker that they have been or are being replaced. You may only inform a Worker that their performance is being referred to FM Crew.

3.6 Worker Misconduct

3.6.1 WrkPod Inc., as the employer of the Worker, has sole responsibility for managing all disciplinary processes in respect of Workers, including in response to allegations of serious misconduct. You may not take any disciplinary action directly against a Worker.

3.6.2 If You become aware of, or reasonably suspect, any act of serious misconduct by a Worker — including but not limited to theft, fraud, harassment, disclosure of Confidential Information, or any other act that may justify summary dismissal under Philippine labour law — You must notify FM Crew in writing as soon as reasonably practicable, setting out the nature of the alleged misconduct and any supporting evidence available to You.

3.6.3 Upon receiving notice under clause 3.6.2, FM Crew will:

• (a) acknowledge receipt within two (2) Business Days;
• (b) consult with You before taking any disciplinary action in respect of the misconduct alleged; and
• (c) keep You reasonably informed of the progress and outcome of any investigation or disciplinary process.

3.6.4 WrkPod Inc. retains sole discretion to determine the appropriate disciplinary outcome in accordance with applicable Philippine labour law, taking into account Your input under clause 3.6.3(b).

3.6.5 During any investigation or disciplinary process, WrkPod Inc. may, at its discretion and after consulting You, suspend the Worker from performing the Services. If a Worker is suspended under this clause, the Ongoing Service Fee will be suspended on a pro-rata daily basis for the duration of the suspension.

4. Obligations and Relationship Between the Parties

4.1 Our Specific Obligations

To the extent permitted by law, FM Crew and WrkPod Inc. are solely responsible for the following obligations in respect of all Workers:

• payment of remuneration to Workers, including salaries and wages, retirement benefits, annual leave, personal or carer's leave, long service leave and other benefits to which they may be entitled under any rule, statute, common law or industrial instrument;
• payment of all taxes and duties in respect of such remuneration;
• compliance, and the cost of compliance, with all statutory, award or other legal requirements with respect to employees, agents, servants and contractors;
• maintenance, and the cost, of obtaining required workers' compensation policies to provide required coverage for Workers;
• providing the Worker with computer equipment required for them to perform the Services, including a laptop or desktop computer with an i5 processor or higher, second monitor, keyboard, mouse and noise cancelling headset;
• providing and maintaining proactive endpoint security and anti-virus software on the Worker's computer;
• providing the Worker with a dedicated ergonomic workstation at a WrkPod Facility;
• providing a high-speed enterprise-grade internet connection and network security firewalls at the WrkPod Facility;
• providing on-site supervision of the Worker at the WrkPod Facility;
• including the Worker in monthly social events and the WrkPod staff community program; and
• providing the Worker with a dedicated account manager, access to FM Crew's eCom Playbooks & Workflows and cyber and data insurance coverage.

4.2 Your Specific Obligations

4.2.1 You are responsible for the day-to-day direction of tasks assigned to Your Worker(s) and for supervising the completion of those tasks. FM Crew and WrkPod Inc. retain responsibility for overseeing each Worker's work ethic, attitude and attendance. You are responsible for all acts, errors or omissions of Your Worker arising from directions or instructions You have given. If a Worker's performance of assigned tasks is not satisfactory, You agree to notify Us promptly in writing in accordance with clause 3.4.

4.2.2 You must not direct or instruct a Worker to perform any task or act that is unlawful, unsafe, outside the scope of the agreed role, or that may cause the Worker to breach any obligation owed to WrkPod Inc. as their employer. You must not take any action in relation to a Worker, or provide any instructions or directions to a Worker, that may cause the Worker to file a grievance or labour claim against WrkPod Inc. If You become aware of any circumstance that may give rise to such a claim, You must notify FM Crew in writing as soon as reasonably practicable.

4.3 Relationship Between the Parties

4.3.1 You engage Us to provide the Services to You as an independent contractor.

4.3.2 Neither FM Crew nor any Worker is Your employee, officer, partner, agent or joint venturer.

4.3.3 FM Crew and You do not have any right or authority to: (a) bind each other; (b) assume or create any obligations for or on behalf of each other; or (c) make any representations or warranties for or on behalf of each other.

4.3.4 No contractual relationship exists between You and Your Worker. Your Worker is employed by WrkPod Inc. and engaged to perform work for You under these Trading Terms.

5. Term and Termination

5.1 Term

These Trading Terms are effective from the Effective Date and continue until terminated in accordance with this clause 5 (Term).

5.2 Initial Term

5.2.1 The minimum lock-in period of this contract is the Initial Term, commencing from the date Your Worker commences working with You.

5.2.2 You may not end the Services before the end of the Initial Term. You may give Us written notice of termination at any time, including during the Initial Term, in accordance with the notice periods in clause 5.3.

5.2.3 Your termination will take effect on the later of: (a) the end of the required notice period; or (b) the last day of the Initial Term. You must continue to pay the Ongoing Service Fee up to and including the date Your termination takes effect.

5.3 Termination and Notice Periods

Subject to clause 5.2, You may terminate one or more of Your Workers at any time by providing the appropriate notice period. The required notice period is determined by the total number of Workers cancelled within a single calendar month.

5.3.1 For the purposes of this clause, all termination notices given by You in respect of any Workers during the same calendar month will be aggregated to determine the applicable notice period. The longest notice period triggered by the aggregate number of cancellations in that month will apply to all Workers cancelled during that month.

5.3.2 If You give notice to cancel one or more Workers and, in the same calendar month, give further notice to cancel additional Workers such that the aggregate total triggers a longer notice period than was applicable to earlier notices given in that month, the longer notice period will apply to all affected Workers and any shortfall in notice already given will be recalculated accordingly.

5.3.3 We may terminate this agreement immediately on written notice if: (a) You have committed a breach of the Trading Terms and You fail to remedy such breach within 10 Business Days of Us notifying You in writing; (b) You have failed to comply with clause 7 (Fees); or (c) We reasonably believe that You have engaged in activities or behaviour that could be deemed as professional misconduct or negligence.

5.3.4 We may terminate this agreement for any or no reason with no less than 30 days' written notice.

5.3.5 If We terminate this agreement pursuant to clause 5.3.3(b) or (c), You must pay Us the Early Termination Fee within 5 Business Days of the termination notice being given by Us.

5.4 Non-Solicitation

5.4.1 You agree that during the Term and for a period of 2 years after the expiry of the Term or termination of the agreement, You must not employ or attempt to employ, directly or indirectly, Your Worker(s) without obtaining Our prior written consent, which We may withhold at Our absolute discretion.

5.4.2 If You breach clause 5.4.1, You are required to pay as liquidated damages a fee equivalent to the Early Termination Fee within 5 Business Days of Us giving written notice. You agree that these liquidated damages are a reasonable estimate of the costs We will incur as a result of having to replace and train Your Worker(s).

6. Worker Entitlements

6.1 Annual Leave and Public Holidays

6.1.1 Workers are entitled to 10 days of paid annual leave in their first and second year of employment, 15 days in their third and fourth year, and 20 days for all subsequent years. All annual leave entitlements are covered within the Ongoing Service Fee — there is no separate charge to You for annual leave.

6.1.2 Workers must submit any request for annual leave to WrkPod Inc. no less than 10 Business Days in advance of the requested leave date. WrkPod Inc. is responsible for approving or declining leave requests in accordance with applicable Philippine labour law. Leave approval will be made in consultation with You.

6.1.3 All Workers observe the Philippine Regular Holiday Schedule. A current schedule will be provided to You upon commencement and is available from Your Account Manager at any time.

6.1.4 If You would like Your Worker to be available on a listed public holiday, and the Worker agrees, You will be required to pay the overtime rate specified below:

6.2 Sick or Personal/Carer's Leave

6.2.1 Workers are entitled to 10 days of paid sick or personal/carer's leave for each year. If We are informed a Worker is unavailable due to illness or caring for another person, We will inform You by email as soon as practicable.

6.2.2 If Your Worker has exceeded the number of paid personal or carer's leave days available to them but remains unable to work, We will provide You with a pro-rata credit against Your next invoice for each day the Worker is not available.

6.2.3 Nothing in this clause 6.2 limits Your ability to request that Your Worker be replaced under clause 3.5.1(d).

6.3 Overtime

6.3.1 Overtime must be agreed in writing between You and Your Worker and notified to FM Crew prior to the overtime hours commencing.

6.3.2 General overtime hours will be billed at the overtime rate confirmed in the Order Confirmation and charged when Your next payment of the Ongoing Service Fee is taken. Public holiday rates are governed by clause 6.1.4 and are set in accordance with Philippine labour law.

6.4 Gifts or Bonuses

6.4.1 Any gifts or bonuses for Your Worker must be arranged through FM Crew to ensure correct processing in accordance with applicable Philippine employment law — please contact Your Account Manager to coordinate.

6.5 Worker Salary Reviews and Adjustments

6.5.1 Worker salaries are reviewed and managed internally by FM Crew and WrkPod Inc. A modest salary increase is typically expected after a Worker completes their initial probationary period, in line with standard employment practice in the Philippines. These costs are absorbed within FM Crew's fixed service fee and will not result in any change to Your Ongoing Service Fee.

6.5.2 All Workers undergo an annual salary review in September with any confirmed increases taking effect in January. Salary outcomes are determined by FM Crew and WrkPod Inc. and are covered within the fixed Ongoing Service Fee. You will not be separately invoiced for any salary adjustment.

7. Fees

7.1 Payment of Fees

7.1.1 The Fees payable under these Trading Terms cover the full cost of the FM Crew Service, including all Worker employment costs. Timely payment of Fees is essential to the continuity of Your Worker's engagement.

7.1.2 All Fees and all amounts payable to Us are exclusive of GST or any other applicable government tax or duty, unless otherwise indicated. You must pay all such taxes and duties in connection with those amounts.

7.1.3 We may change the Fees annually during the Term by giving You no less than 90 days' written notice of the new Fees, which will apply immediately after the 90-day notice period has elapsed.

7.1.4 All payments of Fees under these Trading Terms must be made in advance by credit card or automatic direct debit through FM Crew's approved payment provider.

7.2 Ongoing Service Fee — Fee Schedule

The Ongoing Service Fee payable by You will be determined by the Service Tier confirmed in Your Order Confirmation:

7.2.1 The Ongoing Service Fee covers Our costs of meeting all of Our payment and regulatory obligations described in clause 4.1. It is payable monthly in advance for the duration of the Term.

7.3 Set-up Fee

7.3.1 You are required to pay the Set-up Fee upon FM Crew issuing an Order Confirmation to You. The Set-up Fee covers the recruitment costs FM Crew will incur during the Worker selection process described in clause 3.2. The Set-up Fee is non-refundable except where a partial refund is available in the circumstances set out in clause 3.2.3.

7.4 Invoice Dispute Process

7.4.1 If You genuinely dispute any amount stated in an invoice, You must notify Us in writing within five (5) Business Days from the date the invoice is issued, providing sufficient detail of the nature of the dispute, the amount in dispute and all information reasonably necessary to identify the relevant Services (Dispute Notice).

7.4.2 You must pay any undisputed portion of an invoice by the due date, regardless of any dispute over the remaining amount.

7.4.3 If You do not notify Us of a dispute within the five (5) Business Day period, You will be deemed to have accepted the invoice and waive any right to dispute that invoice, except in the case of manifest error, fraud or unauthorised charges, provided such dispute is raised within three (3) months from the date of the invoice.

7.4.4 Disputed invoices will be addressed in accordance with the dispute resolution process set out in clause 12.

7.5 Late Payment

7.5.1 If You fail to make payment of an undisputed invoice by the due date, We will notify You and You will have five (5) Business Days to make full payment of the required Fees.

7.5.2 If payment is not received within that five (5) Business Day period, We will charge interest on the overdue amount at a rate of two percent (2%) per month, calculated on a daily basis, from the original due date until payment is received in full.

7.5.3 If the overdue amount (plus any accrued interest) remains unpaid for more than fifteen (15) Business Days from the original due date, We may, at Our sole discretion, suspend the provision of Services and/or terminate this agreement. If We terminate under this clause, You will also be required to pay the Early Termination Fee within 5 Business Days of the termination notice.

7.6 Early Termination Fee

7.6.1 You acknowledge that the Early Termination Fee covers the costs FM Crew will incur in connection with redeploying the Worker to another business and the business disruption caused by the early termination of the agreement.

8. Intellectual Property and Work Product

8.1 Ownership of Work Product

8.1.1 All Work Product created, developed, conceived or reduced to practice by a Worker in the course of performing the Services for You will belong exclusively to You from the moment of its creation. Work Product includes all intermediate and final versions, drafts, derivative works, enhancements and modifications.

8.1.2 To the extent that any Work Product does not automatically vest in You by operation of law, FM Crew hereby assigns (and will procure that each relevant Worker assigns) to You all right, title and interest in and to the Work Product, including all intellectual property rights therein, with full title guarantee.

8.1.3 If requested by You, FM Crew will obtain from each relevant Worker an irrevocable written consent authorising You and Your successors and assigns to use, reproduce, modify and adapt the Work Product in any way they choose, including a waiver of any moral rights in the Work Product.

8.2 Your Intellectual Property

8.2.1 All intellectual property provided to a Worker by You or on Your behalf for use in performing the Services (Your IP) will be owned or fully licensed by You. You warrant that You have the right to provide Your IP for use by Workers.

8.2.2 You grant each Worker a non-exclusive, non-transferable, royalty-free licence to use Your IP solely for the purpose of performing the Services during the Term. This licence does not permit FM Crew or any Worker to use Your IP for any other purpose, reproduce it, disclose it to third parties, or commercialise it in any way.

8.2.3 The obligations in this clause 8 will continue to have full force and effect even after the termination or expiry of the Term.

9. Confidentiality

9.1 We take data security very seriously. Accordingly, We will, and will procure that all Workers will:

• (a) only use Confidential Information in the manner required for Our proper provision of the Services;
• (b) maintain proper and secure custody of any Confidential Information;
• (c) use all reasonable endeavours to prevent the unauthorised use or disclosure of any Confidential Information;
• (d) not make any copy or summary of any Confidential Information, except as required under (a); and
• (e) not directly or indirectly disclose Confidential Information at any time other than in accordance with (a).

9.2 At the termination or expiry of the Term, We will, and will procure that all Workers will: (a) deliver to You all Confidential Information which is physically capable of being delivered; and (b) destroy any Confidential Information still in Our or the Worker's possession by erasing it from any media on which it is stored so that it cannot be recovered or reconstructed.

9.3 The obligations in this clause 9 survive the termination or expiry of the Term and continue in force for a period of three (3) years from the date of termination or expiry.

10. Privacy and Data Protection

10.1 Your Obligations

10.1.1 You warrant that in relation to any Personal Information that You give or provide access to, You will: (a) comply with all Privacy Laws; (b) not do anything that would put Us or Your Worker in breach of any Privacy Laws; and (c) provide all reasonable assistance to enable Us or Your Worker to comply with any Privacy Laws.

10.1.2 You represent and warrant that You have obtained all necessary consents and will provide any notices required under the Privacy Laws in connection with the collection of Personal Information.

10.2 Our Obligations

10.2.1 We will comply, and will cause each Worker to comply, with the Privacy Laws in the provision of the Services.

10.2.2 We agree that We will: (a) assist You to comply with Your Privacy Law obligations through appropriate technical and organisational measures; (b) notify You as soon as reasonably practicable and in any event within 30 days of becoming aware of any actual or suspected Privacy Law breach; (c) comply with reasonable information security and privacy policies notified to Us; (d) allow for audits and inspections by You or an auditor mandated by You; (e) inform You if We become aware that any of Your instructions to Workers may infringe Privacy Laws; and (f) co-operate with You in resolving any privacy complaint.

10.2.3 FM Crew will take reasonable steps to ensure that any third-party tools and platforms used in delivering the Services handle Personal Information in accordance with the Privacy Act. FM Crew will protect Personal Information obtained from You from misuse, interference, loss and unauthorised access, and will destroy or return it when it is no longer required for the purposes of these Trading Terms.

11. Health and Safety

11.1 FM Crew will, so far as is reasonably practicable: (a) maintain a working environment that is safe and without risk to health for Workers performing the Services; (b) perform all relevant functions and fulfil all relevant duties under all applicable safety laws; and (c) ensure that all Workers perform the Services in a safe manner and in compliance with all obligations imposed by applicable law.

11.2 Each party must, so far as is reasonably practicable, consult, co-operate and co-ordinate activities with the other party to achieve effective health and safety risk management.

12. Dispute Resolution

12.1 The parties must use their best endeavours to resolve any Dispute in accordance with the following process: (a) either party may give the other written notice of a Dispute; (b) within ten (10) Business Days the receiving party must deliver a written response; (c) both notices must include a statement of position and what action is proposed to resolve the Dispute; and (d) authorised representatives must meet within twenty (20) Business Days to negotiate in good faith.

12.2 The parties will not commence any court proceedings (other than for urgent interlocutory or declaratory relief) until the process in clause 12.1 has been exhausted.

12.3 Notwithstanding any dispute, each party must continue to perform its obligations under these Trading Terms. This clause does not affect Our right to charge interest or suspend Services in respect of undisputed overdue amounts under clause 7.5.

13. Modern Slavery and Anti-Bribery

13.1 Modern Slavery

13.1.1 FM Crew warrants that neither it nor any entity within the WrkPod Group: (a) has acted in a way that constitutes modern slavery conduct under any applicable law; (b) has been notified that it is subject to any investigation or prosecution in relation to modern slavery; or (c) is aware of any circumstances within its supply chain that could constitute modern slavery.

13.1.2 FM Crew must ensure that neither it nor any entity within the WrkPod Group commits, undertakes or participates in any modern slavery conduct.

13.1.3 Each party agrees to notify the other promptly upon becoming aware of any actual or suspected modern slavery conduct in connection with the performance of these Trading Terms.

13.2 Anti-Bribery and Corruption

13.2.1 FM Crew must: (a) ensure that it and all Workers comply with all applicable anti-bribery and corruption laws; and (b) not take, and ensure no entity within the WrkPod Group takes, any action to improperly influence official action, obtain or retain business, or secure any improper advantage.

13.2.2 You agree to comply with all applicable anti-bribery and corruption laws in connection with Your engagement with Us and Your direction of Workers.

14. Limitation of Liability and Warranties

14.1 Without limiting clauses 4.2 and 4.3, the parties acknowledge the following division of supervisory responsibility: FM Crew and WrkPod Inc. are responsible for overseeing each Worker's work ethic, attitude and attendance. You are responsible for the day-to-day direction of tasks assigned to Your Worker and for supervising the completion of those tasks. Accordingly, to the extent permitted by law, We have no liability to You in respect of any loss or damage arising from Your Worker's performance of tasks directed by You, or from any direction or instruction You have given to a Worker.

14.2 The Competition and Consumer Act 2010 (Cth) may imply certain conditions and warranties that cannot be excluded. These Trading Terms do not exclude or modify any of those conditions if to do so would contravene that law.

14.3 Subject to clause 14.2, all implied warranties and conditions are excluded to the extent permitted by law and Our liability for breach of any implied condition that cannot be excluded is limited to (at Our sole discretion) re-supply of the Services, reimbursement of the cost of re-supplying the Services, or refunding payments made in respect of the Services.

14.4 To the extent permitted by law, We disclaim any and all liability to You for: (a) any loss or damage caused by delay in supplying the Services; or (b) any consequential loss or damage (including loss of profit, loss of revenue, loss of expected savings and opportunity costs) arising out of or in connection with the supply of the Services.

14.5 Despite any other provision and to the extent permitted by law, Our aggregate liability to You for any claim shall not exceed the Fees received from You during the 12-month period preceding the loss or damage, reduced proportionately to the extent that any act or omission by You caused or contributed to the loss. Nothing in these Trading Terms excludes or limits Our liability where such liability cannot be limited or excluded at law, including for fraud, personal injury or death.

14.6 For the purpose of making any claim under this clause, You must notify Us in writing as soon as reasonably practicable after becoming aware of circumstances giving rise to a claim, setting out full details of Your claim.

14.7 The provisions of this clause survive the termination or expiry of the Term.

15. Worker Location

15.1 FM Crew reserves the right to require Workers to perform the Services from an alternative location, including a Worker's approved home location, at any time and at FM Crew's sole discretion. A change in the Worker's working location does not constitute a failure to provide the Services and does not give rise to any right of termination by You.

16. Force Majeure

16.1 Neither party will be liable for any delay or failure to perform its obligations under these Trading Terms (other than an obligation to pay money) where that delay or failure is caused by a Force Majeure Event.

16.2 The party affected by a Force Majeure Event must notify the other party in writing as soon as reasonably practicable, describing the event and its expected duration, and must use reasonable endeavours to minimise the impact and resume performance as quickly as possible.

16.3 Where a Force Majeure Event affects FM Crew's ability to provide Services from a WrkPod Facility, FM Crew will notify You in writing as soon as reasonably practicable and will use reasonable endeavours to maintain the Worker's equipment, connectivity and service continuity for the duration of the Force Majeure Event.

16.4 If a Force Majeure Event results in FM Crew being wholly unable to deliver the Services — and not merely a change in the location from which those Services are delivered — for more than sixty (60) consecutive days, either party may terminate the affected Services by giving thirty (30) days written notice to the other party. Such termination will not give rise to any Early Termination Fee.

17. General Provisions

17.1 Subcontracting. We may subcontract the supply of all or some of the Services.

17.2 Waiver. Any failure by Us to insist on strict compliance with these Trading Terms or any delay in exercising Our rights will not constitute a variation or waiver of any provision.

17.3 Severance. If any provision is held to be illegal or unenforceable, it will be interpreted to avoid that outcome. If it cannot be so interpreted, it will be severed and the remaining provisions continue in force.

17.4 Notices. Any notice required under these Trading Terms will be sufficiently served if emailed to the email address provided by You during the online registration process or delivered by pre-paid post to the address recorded in the Order Confirmation. If posted within Australia, service is deemed effective 3 Business Days after posting (7 Business Days if posted from outside Australia).

17.5 Assignment. Any entity within the WrkPod Group may assign its rights under these Trading Terms to any other entity within the WrkPod Group without Your consent. No other assignment by either party is permitted without the prior written consent of the other party, such consent not to be unreasonably withheld.

17.6 Governing Law. These Trading Terms are governed by the laws of New South Wales, Australia. All parties submit to the non-exclusive jurisdiction of the Courts of New South Wales, Australia.

17.7 Entire Agreement. These Trading Terms, together with the Order Confirmation constitute the entire agreement between the parties relating to the Services and supersede all prior communications, agreements and representations.

17.8 Amendment. These Trading Terms may only be amended in accordance with clause 2.3 or by the written agreement of the parties.