Australia Jurisdictional Addendum (10A)

1. Application

1.1 This Addendum applies where:

• (a) the governing law of the Agreement is an Australian State or Territory;
• (b) the Client is incorporated in Australia; or
• (c) the Services relate to Australian clients or Personal Information subject to Australian law.

1.2 This Addendum forms part of the Agreement and prevails over the Terms of Service to the extent of any inconsistency.

2. Regulatory Responsibility (Financial Services)

2.1 Where the Client is:

• (a) an Australian Financial Services Licence (AFSL) holder; or
• (b) an authorised representative of an AFSL holder,

the Client acknowledges that it retains sole responsibility for compliance with:

• (i) the Corporations Act 2001 (Cth);
• (ii) ASIC Regulatory Guides;
• (iii) all licence conditions;
• (iv) best interest duty and related advice obligations; and
• (v) regulatory breach reporting obligations.

2.2 Felcorp does not:

• (a) hold an AFSL;
• (b) provide financial product advice; or
• (c) act as a representative of the Client for regulatory purposes,

unless expressly agreed in writing.

2.3 The Client remains responsible for:

• (a) review and approval of all advice documents;
• (b) supervision of outsourced functions; and
• (c) ensuring compliance with financial services law.

3. ASIC Outsourcing Compliance

3.1 The parties acknowledge that under ASIC regulatory guidance, regulated entities remain responsible for outsourced functions.

3.2 The Client must:

• (a) maintain appropriate supervision of outsourced personnel;
• (b) conduct its own risk assessment of the outsourcing arrangement; and
• (c) implement monitoring and review procedures consistent with its AFSL obligations.

3.3 Nothing in the Agreement transfers regulatory responsibility to Felcorp.

4. Privacy and Personal Information

4.1 Where Personal Information is handled in connection with the Services, the parties agree to comply with the Privacy Act 1988 (Cth), including the Australian Privacy Principles (APPs).

4.2 The Client:

• (a) warrants that it has obtained all required consents to disclose Personal Information to Felcorp; and
• (b) authorises Felcorp to process Personal Information solely for the purposes of providing the Services.

4.3 Where Personal Information is disclosed to offshore personnel, the Client acknowledges that:

• (a) APP 8 obligations remain with the Client; and
• (b) the Client authorises such cross-border disclosure for the purposes of the Services.

4.4 Felcorp will implement reasonable technical and organisational measures consistent with its Data Protection Policy, Privacy Policy, and the Terms of Service.

4.5 For the purposes of the Privacy Act 1988 (Cth), the Client is the entity that holds the Personal Information (APP entity) and Felcorp acts as a contracted service provider processing Personal Information on behalf of the Client. Felcorp will not use or disclose Personal Information for any purpose other than providing the Services, unless required by law.

4.6 Where the Notifiable Data Breaches (NDB) scheme under Part IIIC of the Privacy Act 1988 (Cth) applies, Felcorp will:

• (a) notify the Client as soon as practicable, and no later than 72 hours, after becoming aware of an eligible data breach or a suspected eligible data breach involving Personal Information processed on behalf of the Client;
• (b) provide sufficient information to enable the Client to assess its notification obligations to the Office of the Australian Information Commissioner (OAIC) and affected individuals; and
• (c) cooperate with the Client in any investigation, containment, and remediation of the breach.

4.7 Where Felcorp engages a sub-processor to assist in providing the Services and that sub-processor will have access to Personal Information, Felcorp will:

• (a) notify the Client before engaging the sub-processor;
• (b) ensure the sub-processor is bound by obligations no less protective than those in this clause 4; and
• (c) remain responsible for the acts and omissions of the sub-processor in relation to Personal Information.

5. Accounting and Professional Standards (Where Applicable)

5.1 Where Services relate to accounting, tax, or bookkeeping support, the Client acknowledges it remains responsible for compliance with:

• (a) APES 320 - Quality Management for Firms;
• (b) APES GN 30 - Outsourced Services;
• (c) the Tax Agent Services Act 2009 (Cth); and
• (d) ATO regulatory requirements.

5.2 Felcorp will:

• (a) deliver Services within the agreed scope;
• (b) maintain internal quality control systems; and
• (c) provide reasonable cooperation to support the Client's professional obligations.

5.3 Felcorp is not a registered tax agent.

6. Australian Consumer Law

6.1 Nothing in the Agreement or the Terms of Service excludes, restricts or modifies any consumer guarantee, right, or remedy conferred by the Competition and Consumer Act 2010 (Cth) which cannot lawfully be excluded.

6.2 Where liability cannot be excluded under Australian law, liability is limited to the extent permitted by law.

7. Work Health and Safety (WHS)

7.1 Where the Services involve interaction with Australian premises or personnel, each party must comply with applicable Work Health and Safety legislation.

7.2 The Client remains responsible for workplace safety at its premises.

8. Governing Law and Jurisdiction

8.1 The Agreement is governed by the laws of the State or Territory specified in the Engagement Letter.

8.2 The parties submit to the exclusive jurisdiction of the courts of that State or Territory.

9. Interaction with the Terms of Service

9.1 If any provision of the Terms of Service is inconsistent with mandatory Australian law, the provision shall be read down to the extent required to comply with Australian law.

9.2 All other provisions of the Terms of Service remain in full force and effect.