Terms & Conditions

Please read below the Terms pursuant to which Tourism Hospitality Services Australia Pty Ltd t/as Hotel Advisors Global will provide consulting and related services (“Terms”) to the Client.

1. Definitions

a. Hotel Advisors Global Materials means all work, models, processes, technologies, strategies, materials, information, documentation, specifications and services that Hotel Advisors Global may provide to the Client under these Terms, and which may contain material, which is owned by or licensed to Hotel Advisors Global, and is protected by Australian and international laws.

b. Artificial Intelligence or AI includes any public or external machine learning, generative artificial intelligence, or large language model tools, technology, software, platforms or services.

c. Confidential Information includes information which:

i. is disclosed to the Receiving Party in connection with these Terms at any time;

ii. is prepared or produced under or in connection with these Terms at any time;

iii. relates to the Disclosing Party’s business, assets or affairs; or

iv. relatestothesubjectmatter of,thetermsof and/oranytransactionscontemplated by these Terms, whetherornot such informationor documentationisreduced to a tangibleform or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.

d. Consequential Loss includes any consequential loss, indirect loss,real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business,loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. The parties acknowledge and agree that the Client’s obligation to pay Hotel Advisors Global the Fees and any other amounts due and payable by the Client to Hotel Advisors Global under these Terms will not constitute “Consequential Loss” for the purposes of this definition

e. DisclosingParty meansthepartydisclosingConfidential InformationtotheReceivingParty.

f. Expenses means expenses, other than general overheads, as set out in the engagement and reasonably incurred by Hotel Advisors Global in the provision of the Services.

g. Intellectual Property means any copyright; registered or unregistered designs, patents or trade marks; domain names, know-how and processes, inventions, processes, trade secrets or Confidential Information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

h. Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.

i. Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

j. Moral Rights has the meaning given in the Copyright Act 1968 (Cth).

k. New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of Hotel Advisors Global or the Client or any of Hotel Advisors Global’s or the Client’srespectivePersonnelinconnectionwiththeseTermsor thesupplyof theServices, whether before or after the date of these Terms, but excludes Hotel Advisors Global Materials and Client Materials.

l. Receiving Party means the party receiving Confidential Information from the Disclosing Party.

m. Services means the services set out in the Quote (or any subsequent engagement agreed between the parties) and under these Terms, and as adjusted in accordance with these Terms.

2. Fees and Payment Terms

a. Hotel Advisors Global will provide the Services in accordance with the fee set out in the quote (or any subsequent engagement agreed between the parties) (“Fee”). The Fee will be exclusive of Goods and Services Tax (“GST”).

b. GST or other applicable tax means any goods and services tax, value-added tax, consumption tax or a similar tax imposed by any law of the Commonwealth of Australia or any state or territory or any other relevant jurisdiction.

c. Hotel Advisors Global will invoice the Client the Fee, and the Client agrees to pay the Fee within 10 days, in the manner set out in agreed Schedule (or any subsequent engagement agreed between the parties) (“Payment Terms”).

3. Acceptance and Services

a. These Terms mean the quote set out in agreed Schedule and, any subsequent engagement agreed between the parties in accordance with these Terms, and any documents attached to, or referred to in, each of these documents.

b. The Client accepts these Terms by the earlier of signing and returning the quote to Hotel Advisors Global; confirming by email that you accept these Terms; instructing Hotel Advisors Global to proceed with the supply of any Services; and making part or full payment of the Fees.

c. In consideration of the Client’s payment of the Fees, Hotel Advisors Global will provide the Services in accordance with the quote and these Terms, whether itself or through any of its employees, consultants, suppliers, subcontractors or agents (“Personnel”).

d. Hotel Advisors Global must, and must ensure that its Personnel:

i. perform the Services with due care and skill and in a proper and effective manner;

ii. act in good faith;

iii. comply with all your reasonable directions and all of the your applicable policies as notified to Hotel Advisors Global in writing prior to the acceptance of any quote;

iv. provide all reports forming part of the Services;

v. are suitably experienced, competent and have the necessary skills to provide the Services; and

vi. has satisfied itself as to its availability to provide the Services.

e. Hotel Advisors Global and its Personnel agree not to hold themselves out in any way to bind the Client unless specifically authorised in writing to do so.

f. IfHotelAdvisorsGlobal’sPersonnel,arepermanentlyunavailablethroughillness,injury,death or resignation, or will be temporarily unavailable during a period when they are scheduled to be available (excluding planned holiday or other leave), Hotel Advisors Global must:

i. immediately notify the Client in writing; and

ii. propose a replacement for the unavailable Personnel, with a comparable level of skill, qualifications and expertise to the Personnel being replaced.

4. Variations

a. The Client may request a variation or change to the Services, including the timing for the supply of the Services (“Variation”), by providingwritten notice (including by email) to Hotel Advisors Global, with details of the Variation (“Variation Request”). Hotel Advisors Global will not be obliged to comply with a Variation Request unless Hotel Advisors Global accepts the Variation Request in writing. The parties agree to comply with these Terms as varied by any Variation Request accepted in writing.

b. If Hotel Advisors Global considers that any instruction or direction constitutes a Variation, then Hotel Advisors Global will not be obliged to comply with such instruction or direction unless a Variation Request has been issued and accepted by Hotel Advisors Global in accordance with clause 4(a).

5. Payment

a. In consideration of Hotel Advisors Global providing the Services, the Client agrees to pay Hotel Advisors Global the Fees, and any other amount payable to Hotel Advisors Global under these Terms, in accordance with the Payment Terms.

b. If any payment has not been made in accordance with the Payment Terms, Hotel Advisors Global may (at its absolute discretion), apply interest on any unpaid invoices, from the due date for payment until the actual date of payment at a rate of 2% per annum above the overdraft rate of the Commonwealth Bank of Australia as applicable from time to time, calculated daily (and capped at the maximum amount that may be allowed under applicable law, if any); or cease providing the Services.

c. The Client agrees that Hotel Advisors Global may set-off or deduct from any monies payable to the Client under these Terms, any amounts which are payable by the Client to Hotel Advisors Global (whether under these Terms or otherwise).

d. The Client must also reimburse Hotel Advisors Global on a monthly basis in arrears for Expenses upon receipt of a valid tax invoice from Hotel Advisors Global. All travel, accommodation and related Expenses must be pre-approved by the Client.

6. Client obligations

Client represents, warrants and agrees with Hotel Advisors Global that:

a. it will provide Hotel Advisors Global (and Hotel Advisors Global’s Personnel) with access to any premises, and any facilities at the premises, reasonably necessary for Hotel Advisors Global to provide the Services, free from harm or risk to health or safety;

b. it will comply with the Terms and Hotel Advisors Global’s reasonable requests or requirements;

c. it will provide Hotel Advisors Global with such documentation, information, instructions, cooperation and access (including to appropriate officers of the Client), as Hotel Advisors Global may reasonably request in connection with the performance of the Services;

d. all such information which has been or will be supplied to Hotel Advisors Global will be true, complete and accurate to the best of the Client’s knowledge and Hotel Advisors Global shallbeentitledtorelyupontheaccuracyandcompletenessofallsuchinformationwithout independent verification;

e. allforecasts, statements,opinionsorexpectationssuppliedtoHotelAdvisorsGlobal bythe Client have been or will be made after due and careful enquiry and were or will be based on reasonable assumptions and verifiable information; and

f. it must continue to inform Hotel Advisors Global of any material developments or changes to any information provided to Hotel Advisors Global during the term of any engagement.

7. Confidentiality

a. Each Receiving Party agrees it will keep confidential Confidential Information of the Disclosing Party provided to it by the Disclosing Party:

i. shall not disclose such Confidential Information to any third party or use it otherwise than for the purposes of the Engagement;

ii. must not copy any document that contains Confidential Information or otherwise record or reproduce the Confidential Information in any material form except as is strictly necessary for the purpose of these Terms or otherwise with the Disclosing Party’s consent; and

iii. the Disclosing Party will use all reasonable endeavours to protect the Confidential Information of the Disclosing Party from any unauthorised use, access or disclosure.

b. The obligations in clause 7(a) do not apply to Confidential Information that:

i. is required to be disclosed in order for the parties to comply with their obligations under the Terms;

ii. is authorised to be disclosed by the Disclosing Party; is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms; or

iii. must be disclosed by law or by a regulatory authority, including under subpoena.

c. For the avoidance of doubt, except as may be required by applicable law or by any relevant regulatory authority, no advice rendered by Hotel Advisors Global to the Client in connection with the Services will be disclosed or quoted, nor will the existence or substanceofanyof thatadvicebereferredtoinanyreport,document,pressrelease, public statement, or othercommunicationbytheClientor anycorporationcontrolling, controlled by, or under the control of or affiliated with the Client or any director, employee or agent of the Client without Hotel Advisors Global’s prior written consent.

d. Each party acknowledges that it has no proprietary rights, title or interest in, and will not acquire any licence, rights, title or interest in, theConfidential Information of the Disclosing Party.

e. Each party agrees that monetary damages may not be an adequate remedy for a breach of this clause 7. A party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 7.

f. This clause 7 will survive the termination of these Terms.

8. Artificial Intelligence

a. The Client and its Personnel and any third party acting on its behalf shall not, without Hotel Advisors Global’s prior written consent:

i. input, upload or otherwise provide any Hotel Advisors Global Materials or Confidential Information, including quotations, reports, emails or any other document, electronic file or audio visual recording, to any Artificial Intelligence;

ii. use Hotel Advisors Global Materials to inform, instruct, train, fine-tune or develop any Artificial Intelligence or response therefrom; or

iii. use any Artificial Intelligence to reproduce, summarise, adapt, paraphrase, translate or create any work derived from or informed by the Hotel Advisors Global Materials;

b. Each party agrees that any material created in breach of this clause 8 is taken to be derived from the Hotel Advisors Global Materials and, as between the parties, Hotel Advisors Global owns all Intellectual Property Rights in it in accordance with clause 9(a)(i).

c. Each party agrees that monetary damages may not be an adequate remedy for a breach of this clause 8. A party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 8.

d. This clause 8 will survive termination of these Terms.

9. Intellectual Property

a. As between the parties:

i. Hotel Advisors Global own all Intellectual Property Rights in the Hotel Advisors Global Materials; and

ii. nothingintheseTermsconstitutesa transfer,assignmentorwaiverofanyIntellectual Property Rights in the Hotel Advisors Global Materials or Client Materials.

b. Hotel Advisors Global grants the Client a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable licence to use the Hotel Advisors Global Materials that Hotel AdvisorsGlobal providesto theClient,theNewMaterialsandimprovements,solelyfor the purposes for which they were developed and for the Client’s use and enjoyment of the Services, as contemplated by these Terms.

c. The Client grants to Hotel Advisors Global a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence to use the Client Materials that the Client provides to Hotel Advisors Global solely for the purposes for which they were developedandsolelyfortheperformanceof HotelAdvisorsGlobal’sobligationsunderthese Terms.

d. If the Client or any of its Personnel have any Moral Rights in any material provided, used or prepared in connection with these Terms, the Client agrees to (and agree to ensure that its Personnel) consent to Hotel Advisors Global’s use or infringement of those Moral Rights.

e. In the use of any Intellectual Property in connection with these Terms, the Client must not (and it must ensure that its Personnel do not) breach any of Hotel Advisors Global’s IntellectualPropertyRights or those of a third party.Thisclause9 willsurvivethetermination of these Terms.

10. Acknowledgements

Client also represents, acknowledges and agrees that:

a. all opinions and advice, oral or written, provided by Hotel Advisors Global under these Terms (and each engagement) are solely for the benefit of, and may only be relied upon, by the Client, and the Client will not (or it will not attempt to) disclose, or provide access to, the Services to third parties without Hotel Advisors Global’s prior written consent;

b. it has not relied on any representation or warranties made by Hotel Advisors Global in relation to the Services (including as to whether the Services are or will be fit or suitable for anyparticularpurposes),unlessexpresslystipulatedintheseTerms; noInsolvencyEventhas occurred in respect of it, and it will immediately notify Hotel Advisors Global if it is (or is likely to be) the subject of an Insolvency Event;

c. any information, advice, material, work and services (including the Services) provided by Hotel Advisors Global under these Terms do not constitute advice in the form of legal, financial, business merger, information due diligence or risk management advice;

d. among other matters, it is the responsibility of the Client to satisfy itself as to:

i. the accounting classification, taxation and stamp duty consequences of any transaction contemplated during the course of any engagement;

ii. the validity, sufficiency, due execution and enforceability of all agreements entered into with respect to any transaction; and

iii. its compliance with all applicable legal and regulatory provisions in relation to and any such transaction.

e. the Client acknowledges that its legal, taxation and accounting advisers are responsible for advising on these matters and that Client will provide Hotel Advisors Global with reasonable access to Client’s directors, officers, employees,legal, taxation and accounting advisers and other relevant persons for the purposes of performing the Services under these Terms;

f. Hotel Advisors Global has the right (at Hotel Advisors Global’s discretion) to be publicly named as a consultant to the Client in relation to any engagement or any transaction on which it provides substantive Services, whetheror not there is a separate engagement letter relating to that transaction, subject to the client’s approval;

g. these Terms are legally valid and binding on the Client, are enforceable against it, and have been duly authorised and approved by the Client; and

h. the Client will comply with all applicable laws and regulations in relation to these Terms (and each Engagement).

11. Mutual representations and warranties

Each party warrants, represents and agrees to the other that:

a. it has full power and capacity to enter into and perform its obligations under these Terms;

b. all necessary action have been taken to authorise the execution, delivery and performance of these Terms in accordance with its terms; and

c. these Terms constitute legal, valid and binding obligations on the parties, and are enforceable.

12. Termination

a. Either party (“Terminating Party”) may terminate these Terms (or any Engagement):

i. formaterialbreach of theseTermsby theother(“DefaultingParty”),providedthat the Terminating Party has first given the Defaulting Party at least 7 days to rectify the alleged breach; or

ii. immediately in the event of the bankruptcy or insolvency of the other party, if the other party ceases to carry on or substantially changes the nature of its business, or upon the appointment of a liquidator, receiver or administrator to the other party (“Insolvency Event”).

b. Unless otherwise agreed, either party may terminate these Terms (or any Engagement), at anytime,bygiving3months’noticeinwritingtotheotherparty advisingofsuchtermination.

c. Any termination under this clause 12 will not affect accrued rights and liabilities that a party has under these Terms (or any engagement) as of the date of termination.

d. Without limiting the foregoing, upon expiry or termination of these Terms (or any engagement):

i. all outstanding Fees and Expenses are immediately due and payable to Hotel Advisors Global (which fees will include a pro-rata share of the Fees calculated up to the date of termination);

ii. Hotel Advisors Global will immediately cease providing the Services;

iii. each party agrees to promptly return (where possible) or delete or destroy (where not possible to return), any information, documentation or material owned by the other party that is in its possession or control, subject to any rights the party may have to any Intellectual Property, and certify that no Confidential Information is retained; and

iv. unless otherwise agreed between the parties, if the Terms are terminated then any current Engagement will also terminate on the date of termination.

e. This clause 12 will survive termination of these Terms.

13. Basis of Engagement

a. In providing the Services, Hotel Advisors Global is providing expert analysis and opinion based on its knowledge and experience, as well as the information provided by the Client. Nonetheless, the Client acknowledges that Hotel Advisors Global cannot guarantee commercial or business outcomes, or the success of the Client’s business, given the multiplicity of factors that influence such success.

b. Despite anything to the contrary, to the maximum extent permitted by law, the Client agrees that neither Hotel Advisors Global or any related bodies corporate or their respective Personnel (“Hotel Advisors Global Group”) will be liable to the Client or any of its related bodies corporates or their respective Personnel (“Client Group”), and the Client Group hereby waives and releases the Hotel Advisors Global Group, from any Liability arising from, or in connection with, the Services (including any Services provided during any Engagement), except to the extent that such Liability arises directly from the willful default, fraud or gross negligence of the Hotel Advisors Global Group or any member thereof.

c. Despite anything to the contrary, to the maximum extent permitted by law, Hotel Advisors Global Group will not be liable for any Consequential Losses.

d. This clause 13 will survive the termination or expiration of these Terms.

14. Governing Law and Dispute Resolution

a. These Terms are governed by the laws of New South Wales. If any dispute or claim (including any question regarding its existence, validity or termination) arises out of or in connection with these Terms (“Dispute”), either party may issue a notice to the other party outlining the dispute or claim (“Notice of Dispute”). Within 14 days of a Notice of Dispute, senior representatives of the parties must meet in good faith to resolve the Dispute by negotiation or such other means as they mutually agree. Nothing in this clause will operate to prevent a party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction. If the parties cannot agree how to resolve the Dispute at that initial meeting, either party may:

i. where the Client is incorporated, or as an individual or other entity habitually located, in Australia, refer the matter to a mediator. If the parties cannot agree on who the mediator should be, either party may ask the Law Society of New South Wales to appoint a mediator. The mediator willdecide thetime, place and rulesfor mediation. The parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the parties. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts; or

ii. where the Client is incorporated, or as an individual or other entity habitually located, outside Australia, the Dispute is to be resolved by arbitration in accordance with the Australian Centre for International Commercial Arbitration (“ACICA”) Rules. The seat of arbitration shall be Sydney, New South Wales. The number of arbitrators shall be one. The costs of the arbitration will be shared equally between the parties and the determination of the arbitrator will be final and binding.

15. General

a. These Terms constitute the entire agreement between the parties with respect to the Services and supersede all prior agreements and understandings in any form, written or oral, between the parties.

b. These Terms may not be amended nor modified except by written instrument executed by the parties.

c. A party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other party (such consent is not to be unreasonably withheld). These Terms will be binding upon and will continue for the benefit of the parties, and their respective successors (including but without limitation, in the case of natural persons, their legal personal representatives) and permitted assignees.

d. These Terms may be executed in any number of counterparts that together will form one instrument.

e. Each party must promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and their obligations under it.

f. Neither party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a force majeure event. This clause will not apply to a party’s obligation to pay any amount that is due and payable to the other party under these Terms.

g. AnynoticegivenundertheseTermsmust beinwritingaddressedto therelevantaddresslast notified by the recipient to the parties. Any notice may be sent by standard post or email and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

h. These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the parties, including between the parties’ Personnel.

i. If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allowit to be valid or enforceable, failingwhich, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.