These terms and conditions (this Agreement) set out the terms and conditions that apply to the company registration services that Parpera Australia Pty Ltd ACN 47 641 580 743 (we, us, our) provides you (the Services).

You agree to this Agreement by purchasing our company registration services and this Agreement forms a legally binding agreement between you and us on the date you purchase the Services (Commencement Date).

Where you enter into this Agreement on behalf of a company and/or another person or entity:

• you agree and personally warrant that you are duly authorised by that company, person and/or entity to enter into this Agreement on their behalf; and
• references to “you” or “your” in this Agreement is a reference to you and the company or entities you represent (unless the context otherwise requires).

Company registration services

We agree to provide you with the Services purchased by you on the terms and conditions of this Agreement.

Depending on the services you purchase, the Services you may comprise of:

• company incorporation services – incorporating an Australian company on your behalf;
• business name registration services – applying for a business name on your behalf;
• Australian Business Number (ABN) registration services – applying for an ABN on your behalf;
• Tax File Number (TFN) registration services – applying for a TFN on your behalf;
• Good and Service Tax (GST) and Pay As You Go (PAYG) registration services – applying to register you for GST and PAYG;
• applying on your behalf for membership to the Parpera app; and
• any other services related to company registrations we agree to provide you as part of the Services.

We provide the Services in collaboration with our third party aligned providers. This may include registered tax practitioners and providers of company administration services.

In the event that we use third party aligned providers to provide you with the Services, we remain responsible for any acts or omissions of the third party aligned provider.

Our obligations

We agree to:

• perform the Services to the standard of skill, care and diligence expected of a skilled and competent professional practising in the particular fields relevant to the Services; and
• comply with all reasonable directions provided by you in relation to the Services.

Your obligations

You agree to:

• provide us with all instructions and information in a timely, efficient and complete manner as required to provide the Services;
• ensure that you, your staff and representatives, and anyone else you act on behalf take all reasonable steps to enable us to perform the Services;
• complete identify verification procedures and procure that all other persons relevant to the Services complete identify verification procedures;
• ensure that all information and instructions provided to us in relation to the Services are accurate and complete; and
• where we provide you with information for your review, verify that the information is accurate and complete and immediately notify us of any inaccuracy or incompleteness.

Nature of applications

You acknowledge that we do not control the government authorities related to the applications we make on your behalf as part of the Services. To the extent permitted by law, we are not liable to you for any loss or claim in relation to:

• any inability or delay caused by the relevant governmental authority including the unavailability of online portals or the willingness or timeliness of the relevant government authority to consider any application related to the Services; or
• any decision by a governmental authority to reject any application submitted as part of the Services.

You acknowledge that the Parpera App is provided in accordance with the applicable terms and conditions and is subject to eligibility requirements, the decisions of third party aligned providers and identity verification. The Services under this Agreement are limited to assisting you to apply for membership of the Parpara app and you agree that we are not liable to you under this Agreement for any loss or claim in the event that your application is not accepted.

No advice

We do not provide any advice in relation to the Services and whether they are appropriate to you. Before acquiring the Services, please consider whether the Services are appropriate to your needs and circumstances and seek professional advice, where necessary.

Privacy

You acknowledge that:

• we collect personal information about you for the purpose of providing you with the Services;
• if you do not provide us with some or all of the personal information requested, we may be unable to provide the Services to you;
• we may disclose your personal information to third parties including government departments for the purpose of providing the Services to you; and
• we may hold your information in data centres which are located overseas.

We maintain a Privacy Policy which, amongst other things, sets out how you may access to and seek correction of the personal information we hold about you, how you can make a complaint in relation to our handling of your personal information and how we deal with that complaint.

In addition to, and despite anything to the contrary in, our Privacy Policy, you authorise us to:

disclose any information we hold about you to:

• any third party aligned provider we use for the purpose of providing the Services to you;
• any government department for the purpose of providing the Services to you;
• to any state or federal law enforcement or regulatory agency, whether or not we have been requested by that agency to provide such information; and
• to any other person - where the law requires or permits us to do so; and

collect information about you from third parties including governmental agencies for the purpose of providing the Services to you.

Intellectual property

All pre-existing intellectual property rights in any works used or given to any party in connection with the Services remains the property of the owner or its licensors.

We license to you such intellectual property rights in any document (or other work) we provide to you as are necessary to achieve the purpose of incorporating or registering your company or business as part of the Services (the purpose) on a non-exclusive and non-transferable basis.

You agree not to use any intellectual property we provide you beyond the scope of the purpose.

Documents (or other works) which we use or provide you as part of the Services may be subject to the intellectual property rights of a third party creator. You agree to procure, or ensure you hold, an appropriate licence from the relevant third party creator in the event that you use any document (or other work) we provide you beyond the scope of the purpose.

Term and termination

This Agreement commences on the Commencement Date and remains in effect until:

• the completion of Services under this Agreement; or
• termination in accordance with this Agreement.

This Agreement may be terminated at any time:

• by mutual agreement; or
• by you for any reason after providing us with reasonable written notice;
• by us, immediately, where we have not received payment of any fees due under this Agreement;
• by us, at any time, without cause by providing written notice to you.

The clauses related to the following survive termination of the Agreement:

• Indemnities and limitations of liability; and
• Intellectual property.

Fees

Any agreed fees for the Services become immediately due and payable on your decision to purchase the Services.

Where GST (as GST is defined by A New Tax System (Goods and Services Tax) Act 1999 (Cth)) is applicable to any amounts payable under this Agreement:

• you must pay us the applicable GST; and
• we must provide you with a valid tax invoice.

For the avoidance of doubt, unless statedotherwise, any amounts stated in relation to this Agreement are GST exclusive.

Refunds

Subject to clause 17, we agree to refund fees paid to us for the Services where:

• this Agreement is terminated in accordance with clause 15(a) or 15(d);
• we are required by law; or
• we decide, at our complete discretion, to do so.

Any amount paid by us to a third party (including a government authority) in connection with the Service we provide you is not refundable and is to be deducted from any refund.

Liability and indemnity

To the extent permitted by law, you agree that:

our liability to you for any loss, damage, cost, expense or liability incurred in connection with this Agreement is limited to amounts paid by you under this Agreement;

our liability is further limited and we have no liability to you whatsoever for:

• any indirect loss incurred in connection with this Agreement; and
• any loss, damage, cost, expense or liability incurred in connection with: any inaccurate information which you provide or which you confirm as accurate and/or complete; and any document we provide you as part of the Services which is produced by a third party; and
• while we use best endeavours to ensure Services are provided promptly, we are not liable to you for any loss or claim you may suffer due a delay in providing Services.

To the extent permitted by law, you indemnify us from and against all liability, losses, damages, costs and expenses (including legal expenses) arising directly or indirectly to any third party as a result of or in connection with your breach of any third party intellectual property rights in any third party intellectual property we provide you in connection with any of the Services.

General

We agree that this Agreement may only be varied by us in writing.

Where you are a company or another entity, you agree that we are able to take instructions from any representative of that entity unless you instruct otherwise in writing.

The terms of this Agreement are governed by and construed under with the laws of the state of New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts in the state of New South Wales, Australia in relation to any legal action or proceedings arising out of or in connection with this Agreement.

All notices under this Agreement must be in writing, addressed to the recipient and delivered to the recipient's address or email address as notified by the recipient in writing from time to time.

In this Agreement, unless the context otherwise requires, the following words have the corresponding meanings:

• Works means any literary, dramatic, musical or artistic work as defined by the Copyright Act 1968 (Cth).
• Business day means any day on which banks in the State of New South Wales are open for general banking business, other than a Saturday, Sunday or public holiday in the State.
• Intellectual property rights means any statutory and other proprietary right in respect of inventions, innovations, patents, utility models, designs, circuit layouts, mask rights, copyright (including future copyright), confidential information, trade secrets, know-how, trademarks and any other right in respect of intellectual property.