RISKADVISOR GENERAL TERMS AND CONDITIONS

The terms and conditions set out below apply to your use of the Risk Advisor website located at www.riskadvisor.io, try.riskadvisor.io and login.riskadvisor.io (or any other address or location that Risk Advisor may advise), including any tools, services, functionality or data which can only be accessed by registering an account and logging in (“Risk Advisor Platform”).

       1. Introduction

1.1 Risk Advisor Pty Ltd ABN 76 164 954 625 (Risk Advisor) operates the Risk Advisor Platform. The Risk Advisor Platform provides users, including insurance brokers and insurance industry professionals, professional advisors and business users with a facility to undertake risk assessments of businesses (the owner or operator of each such business is an End-User Client) and also provides third party-sourced benchmarking and risk management data.

1.2 If there is an inconsistency between these terms and conditions and the terms and conditions of any of the other documents listed below, the order of priority (in descending order) will be:

  1.2.1 Any provisions identified as “special conditions” found in a written agreement signed by the parties (if any) (“Customer   Agreement”).

  1.2.2 These terms and conditions, which are found at www.riskadvisor.io, try.riskadvisor.io or login.riskadvisor.io (or any other   address or location that Risk Advisor may advise), as amended from time to time by Risk Advisor.

  1.2.3 Risk Advisor’s Privacy Policy found at www.riskadvisor.io, try.riskadvisor.io or login.riskadvisor.io (or any other address or   location that Risk Advisor may advise), as amended from time to time by Risk Advisor.

  1.2.4 Any part of the Customer Agreement (if any) other than provisions identified as “special conditions”.

  1.2.5 The terms of any particular User Licence purchased from time to time.

  (together, the above comprise the “Agreement”).

1.3 Access and/or use of the Risk Advisor Platform by the Customer or any User constitutes consent to the terms and conditions of this Agreement. If you disagree with any of the items that form the Agreement you must not use the Risk Advisor Platform.

1.4 Your use of the Risk Advisor Platform includes the ability to enter into agreements and/or to make transactions electronically. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by and to pay for such agreements and transactions. Your agreement and intent to be bound by electronic submissions applies to all records relating to all transactions you enter into through, using or in relation to, the Risk Advisor Platform, including notices of cancellation, policies, contracts, and applications. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

1.5 Risk Advisor may amend these terms and conditions from time to time as follows:

  1.5.1 by publishing the amended terms and conditions on Risk Advisor’s website located at www.riskadvisor.io, try.riskadvisor.io   or login.riskadvisor.io (or any other address which Risk Advisor may use from time to time);

  1.5.2 the amended terms and conditions will apply from the date they are published on Risk Advisor’s website;

  1.5.3 if you do not agree to the amendments to the terms and conditions, you must terminate this Agreement by giving Risk   Advisor 30 days’ notice of termination within 30 days after the amendments take effect, upon which this Agreement will terminate   at the end of that termination notice period and the amended terms and conditions will not apply to you; and

  1.5.4 If you continue to use the Risk Advisor Platform after the period of notice in your notice of termination expires, you are   deemed to have agreed to the amendments and if you had previously issued a notice of termination under clause 1.5.3, you are   deemed to have withdrawn that notice.

1.6 While all fees and charges under this Agreement are invoiced to the Customer, each User agrees to be bound by this Agreement in consideration for Risk Advisor permitting him or her to access and use the Risk Advisor Platform under the terms and conditions of this Agreement.

1.7 Any capitalised terms that are not otherwise defined in the body of this Agreement have the meanings given in the dictionary at clause 13.

       2. Intellectual Property Rights

2.1 Risk Advisor owns all right, title and interest in and to the Risk Advisor Platform including, without limitation all Intellectual Property relating any part of the Risk Advisor Platform.

2.2 The software comprised in the Risk Advisor Platform is licensed, not sold, to you, and Risk Advisor reserves all rights to the software not expressly granted by Risk Advisor, whether by implication, estoppel, or otherwise.

2.3 Risk Advisor owns all right, title and interest in and to any information, derivative works or analytics derived from the User Data.

2.4 For User Data that contains Intellectual Property owned by you or a third party (“IP Content”), you warrant that you have sufficient rights to such Intellectual Property to grant Risk Advisor, and you grant Risk Advisor, an irrevocable, non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, reproduce, adapt, publish, translate and distribute any IP Content that is input, uploaded, provided, collected or obtained on or in connection with the Risk Advisor Platform in any existing or future media. You also grant Risk Advisor the right to sub-license these rights, and the right to bring an action for infringement of these rights. Risk Advisor’s rights under this paragraph are subject to the condition that Risk Advisor must not publish or disclose any identifiable information relating to any End User Client.

2.5 Any content which you input, upload or post to the Risk Advisor Platform must not be capable of giving rise to legal action whether against you, Risk Advisor or a third party (in each case under any applicable law). You warrant that all such content is either owned by you or you have obtained the prior consent of the owner of that content to input, upload or post to the Risk Advisor Platform, and that your input, uploading or posting of the content and the licensing or provision of that content to Risk Advisor (including Risk Advisor exercising the rights granted to it) does not and will not infringe the rights of any third party, including the infringement of any third party’s intellectual property rights or rights of confidentiality or privacy.

       3. Privacy

3.1 Any personal information provided by or collected from you to or by Risk Advisor in connection with this Agreement will be held and used in accordance with Risk Advisor’s Privacy Policy (which may be amended by Risk Advisor from time to time), accessible from Risk Advisor’s website.

3.2 Risk Advisor will retain all User Data for a period of seven years, following which Risk Advisor reserves the right to delete any or all of such User Data.

3.3 Risk Advisor reserves the right to use any User Data for aggregated statistical analysis and to update industry risk ratings for the Risk Advisor Platform.

       4. Use of Risk Advisor Platform

4.1 Each User will be given individual login details which will allow that User to produce Risk Profiles under a User Licence purchased by the Customer.

4.2 A User Licence will not be active or available to the Customer or any User until it is paid for in full and in advance.

4.3 Each User Licence will expire 12 months after it is paid for. Any remaining Risk Profiles that would have been available at no additional charge will automatically expire when the relevant User Licence expires, and the Customer is not entitled to any credit or refund for any such expired Risk Profiles. Risk Advisor will notify the Customer, at least 6 months before the expiry date, of the expiry date and the number of unused Risk Profiles still available (if any) for use under that User Licence at no additional charge.

4.4 The Customer must have purchased at least one unexpired User Licence before the Customer or any User may use the Risk Advisor Platform or produce any Risk Profile.

4.5 You will use the Risk Advisor Platform solely as a risk assessment tool and you will not on your own account or for an associate, affiliate or third party do any of the following:

  4.5.1 Publish, copy, sell, rent, lease, license, sublicense, assign, distribute, transfer or lend any part of the Risk Advisor Platform or any rights to access or use the services provided by Risk Advisor.

  4.5.2 Circumvent or bypass any technological protection measures in or relating to the Risk Advisor Platform.

  4.5.3 Modify, change, alter, create derivative works of, decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or   discover any source code of any part of the Risk Advisor Platform or the underlying ideas, algorithms, file formats, programming,   or interoperability interfaces of the Risk Advisor Platform.

  4.5.4 Copy any part of the Risk Advisor Platform.

  4.5.5 Remove from any of the Risk Advisor Platform any language regarding the proprietary rights of Risk Advisor.

  4.5.6 Export or re-export, directly or indirectly, the Risk Advisor Platform where such export or re-export is prohibited by applicable   law without appropriate licenses and clearances.

  4.5.7 Use the Risk Advisor Platform for any personal or domestic purposes.

4.6 Risk Advisor has the right to suspend or revoke the Customer’s or any User’s access to the Risk Advisor Platform, and any licence granted in relation to the foregoing, for any breach of this Agreement, including but not limited to any failure of the Customer to pay any invoice by its due date.

4.7 The Customer is responsible for any breach of any provisions of this Agreement by any User, and the Customer must procure that each User complies with the provisions of this Agreement.

       5. Fees

5.1 Risk Advisor’s fees for the use of the Risk Advisor Platform and related or ancillary services are as notified by Risk Advisor to you from time to time or as otherwise agreed in writing by you and Risk Advisor.

5.2 If the maximum number of Risk Profiles included at no additional charge under a User Licence have been used up, the Customer and Users may be permitted to continue to generate additional Risk Profiles for the price per Risk Profile corresponding to the relevant User Licence. Risk Advisor will invoice the Customer for these additional Risk Profiles on or around the end of each month.

5.3 Risk Advisor may from time to time agree to provide you with additional products and services, such as white labelling, additional Risk Advisor Platform tools and facilities, training sessions, additional levels of support over and above standard support parameters (as updated by Risk Advisor from time to time) or account transitioning services to a new owner of your business. The fees payable for these services will be as determined by Risk Advisor from time to time, and will be invoiced to the Customer.

5.4 The Customer must pay all fees payable under this Agreement by the relevant due date applicable to those fees or as specified in an invoice issued by Risk Advisor, or if no such due date is specified, then within 30 days after Risk Advisor issues an invoice for those fees.

5.5 All fees payable to Risk Advisor are exclusive of GST unless otherwise indicated. If a fee is exclusive of GST and GST is imposed on the supply relating to that fee, the Customer must pay to Risk Advisor an additional amount equal to the GST payable on or for the taxable supply. Payment of the additional amount will be made at the same time as payment for the taxable supply is required to be made in accordance with this Agreement. The expressions “GST”, “supply” and “taxable supply” have the meanings given to those expressions in the A New Tax System (Goods and Services Tax) Act 1999.

       6. Term

6.1 This Agreement will commence on the date the Customer first purchases a User Licence unless the Customer Agreement (if any) specifies a different commencement date, in which case the Agreement will commence on the date specified in the Customer Agreement, and will continue until terminated in accordance with clause 6.2 or clause 6.3.

6.2 Either Risk Advisor or the Customer may terminate this Agreement if any of the following events occur:

  6.2.1 if a party ceases to operate in the ordinary course of business;

  6.2.2 an Insolvency Event occurs in relation to any party; or

  6.2.3 a party notifies the other party of a breach of this Agreement and the party receiving such notice fails to remedy the breach   within 14 days.

6.3 Either Risk Advisor or the Customer may terminate this Agreement at any time by giving at least 6 months’ notice of termination to the other party. Despite the foregoing, if the Customer Agreement specifies an initial term, neither party may terminate this Agreement under this clause during that initial term.

6.4 Any unexpired User Licences or Risk Profiles will automatically expire upon the termination of this Agreement and the Customer is not entitled to any credit or refund for any unused Risk Profiles that would have been available at no additional charge but for this clause 6.4.

6.5 Despite termination or expiry of this Agreement for any reason, the Customer remains liable to pay all fees and charges payable to Risk Advisor which were incurred prior to termination, regardless of whether any invoice has been issued prior to termination or expiry (as the case may be).

       7. Warranties

7.1 Risk Advisor represents and warrants that it has the authority to enter into this Agreement.

7.2 You represent and warrant to Risk Advisor each of the following:

  7.2.1 You have the authority to enter into this Agreement;

  7.2.2 You are acquiring the services to be provided by Risk Advisor for the purpose of re-supply to your customers or otherwise for   a business purpose and are not doing so for personal, domestic or household use or consumption; and

  7.2.3 You will only use the Risk Advisor Platform for lawful purposes and will not violate any law of any country or the intellectual   property rights of any third party.

       8. Disclaimer & limitation of liability

8.1 Risk Advisor makes no express warranties under this Agreement other than as set out in Clause 7.1, and Risk Advisor makes no express warranties in relation to the suitability for any purpose of any goods or services supplied by Risk Advisor.

8.2 Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, Risk Advisor and its related bodies corporate exclude all conditions and warranties that may be implied by law. To the extent permitted by law, Risk Advisor’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at Risk Advisor’s option, to the re-supply of services or payment of the cost of re-supply of services.

8.3 Risk Advisor makes no representation or warranty as to the accuracy, appropriateness or completeness of any information (including but not limited to any benchmarking data or risk management recommendations) that is provided directly or indirectly through or in connection with the Risk Advisor Platform, or that any such information has been audited, verified or prepared with reasonable care.

8.4 You expressly agree that access to and the use of the Risk Advisor Platform, and all products and services, are provided on an “as is” and “as available” basis.

8.5 The Risk Advisor Platform requires a stable, high-speed internet connection to operate effectively. The provision and cost of the internet connection, and the selection of the provider, is your responsibility. Risk Advisor disclaims any and all liability arising due to any disruption to, or reduced performance of, the Risk Advisor Platform arising from, or relating to the quality of, interruption to or lack of any internet connectivity.

8.6 Without limiting the above provisions of this clause 8, in no event shall Risk Advisor or its related bodies corporate or their respective officers, employees, agents, contractors, licensors or suppliers, be liable to the Customer, any User or any End-User Client for any loss or damage whatsoever resulting from any:

  8.6.1 errors, mistakes, or inaccuracies of content;

  8.6.2 personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Risk Advisor   Platform;

  8.6.3 any claims made against a User or the Customer by any End-User Clients resulting from, in connection with or in relation to   the use of the Risk Advisor Platform;

  8.6.4 unauthorised access to or use of Risk Advisor’s servers and/or any and all personal information and/or financial information   stored therein;8.6.5 interruption or cessation of service or transmission to or from the Risk Advisor Platform;

  8.6.6 bugs, viruses, trojan horses, malware, spyware, or the like, which may be transmitted to, from or through the Risk Advisor   Platform; or

  8.6.7 errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content   transmitted, posted, emailed, or otherwise made available via the Risk Advisor Platform, whether based on warranty, contract, tort,   or any other legal theory.

8.7 Despite anything to the contrary in this Agreement, the maximum amount the Customer, any User or any End-User Client may recover from Risk Advisor (whether by way of damages or otherwise) under, arising out of, or in connection with, the Risk Advisor Platform or this Agreement, is limited to $1.

       9. Confidential Information

9.1 Confidential Information includes any information of a party that a receiving party knows or has reason to know is confidential (including but not limited to such information that is marked or otherwise identified by the disclosing party orally or in writing as confidential or proprietary, that has commercial value, or because it is not generally known in the relevant trade or industry), and such information will remain the sole property of the disclosing party.

9.2 Each party agrees that it will take all action necessary to maintain the confidential nature of the other party’s Confidential Information, and not disclose, use, modify, copy, reproduce or otherwise divulge (or permit any of the foregoing) such Confidential Information to any third party or for any purpose other than to perform this Agreement without the prior written approval of the disclosing party except that the receiving party shall have the right to disclose such Confidential Information to the extent required by applicable law or to the directors, officers or employees of the receiving party who have a need to know such Confidential Information in order to perform its obligations under the Agreement and to the extent such directors, officers or employees are subject to obligations of confidentiality and non-disclosure that are substantially similar to the obligations in this Agreement.

9.3 The prohibitions contained in this clause 9 will not apply to the extent to which a party is required to disclose any Confidential Information by any Requirement, provided that such party:

  9.3.1 to the extent that it is legally permitted to do so and it is practicable to do so, as soon as practicable (and prior to any   disclosure) notify the other party of that requirement in writing; and

  9.3.2 ensure that the disclosure is strictly limited to information required to comply with the applicable Requirement, and consult   with the other Parties in relation to such disclosure.

       10. Indemnity

10.1 You agree to indemnify, defend and hold harmless Risk Advisor and its related bodies corporate, and each of their respective officers, employees, agents, contractors, licensors and suppliers, from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including legal fees on a lawyer-client basis) resulting from, in connection with, arising from or in relation to:

  10.1.1 the use of the Risk Advisor Platform by the Customer or any User;

  10.1.2 any use or reliance by any End-User Client of or on any Risk Profile;

  10.1.3 your breach of this Agreement; or

  10.1.4 any unauthorised use or misuse of any User Data by the Customer or any User.

       11. Miscellaneous

11.1 This Agreement is governed by the laws of Western Australia and you irrevocably submit to the exclusive jurisdiction of the courts of Western Australia.

11.2 This Agreement constitutes the entire agreement between Risk Advisor and you in relation to the use of the Risk Advisor Platform and supersedes all other (prior or contemporaneous) communications or displays whether electronic, oral or written, between Risk Advisor and you in relation to the Risk Advisor Platform.

11.3 Your use of the Risk Advisor Platform is conducted electronically and you agree that Risk Advisor may communicate with you electronically for all aspects of your use, including sending you electronic notices.

11.4 The provisions of this Agreement which by their nature survive termination or expiry of this Agreement will survive termination or expiry of this Agreement. If any part of this Agreement is held to be unenforceable, the unenforceable section is to be given effect to the greatest extent possible and the remainder will remain in full force and effect.

11.5 You must not assign any of your rights or novate your obligations under this Agreement without Risk Advisor’s prior written consent. If you wish to transfer your rights under this Agreement (for instance, due to your business being sold), then you must give Risk Advisor at least 10 days’ notice and full details of the transferee before Risk Advisor makes any decision regarding whether to consent to such transfer.

       12. AM Best Data

12.1 You acknowledge that the Risk Advisor Platform utilises benchmarking and risk management data sourced from databases provided by AM Best (“AM Best Data”).

12.2 You acknowledge that AM Best shall retain the sole and exclusive right, title and ownership in and to all applicable copyrights, trade secrets, patents, trademarks and other intellectual and proprietary rights in the AM Best Data. Other than under clause 12.3, no title to nor ownership of any AM Best Data, or any part thereof, is transferred or conveyed to you by reason of this document or the granting to you of access to the Risk Advisor Platform, or any Risk Profile or AM Best Data.

12.3 You are granted a non-exclusive, non-transferable, limited licence to use the AM Best Data solely for the purposes of a Risk Profile generated through the Risk Advisor Platform, and only to the extent to which AM Best Data is incorporated or referenced in any such Risk Profile.

       13. Dictionary

In this Agreement, the following words have the meanings given to them below:

AM Best” means A.M. Best Company, Inc., a corporation registered in New Jersey, USA located at Ambest Road, Oldwick, New Jersey 08858, USA.

Confidential Information” means:

  (a) all information of a party in any form whatsoever (whether written, oral, in electronic form or otherwise) including, without limitation, ideas, materials, specifications, procedures, schedules, software, technical processes and formulas, code, product designs, sales, cost and other unpublished financial information, product and business plans, revenues, usage rates, commercial relationships, projections, marketing data and other similar information provided by a party; and

  (b) any Intellectual Property of the disclosing party;

but excludes information which:

  (c) a party can show was in its lawful possession, or in the lawful possession of any of its directors, employees, contractors, agents or representatives, prior to the date of this Agreement;

  (d) has been independently developed by a party without otherwise breaching the terms of this Agreement or any other confidentiality obligations owed to the other party or any third party;

  (e) is now, or later becomes, information in the public domain other than through a breach of this Agreement or any other confidentiality obligations owed to the other party or any third party; or

  (f) a party can show was received on a non-confidential basis from a third party which did not itself acquire the information, directly or indirectly, from another party and who was legally entitled to possess that information and provide it to the recipient.

Customer” means the party contracting with Risk Advisor in the Customer Agreement, or if there is no Customer Agreement, then the entity to whom Risk Advisor issues an invoice for the initial purchase of a User Licence.

Insolvency Event” in relation to a party means:

  (a) a step being taken to wind up the party;

  (b) a step being taken to have a bankruptcy or insolvency trustee, receiver, receiver and manager, administrator, liquidator, provisional liquidator or any other external controller appointed to the party or any of its assets or undertaking, or such an appointment taking place; or

  (c) that party becoming unable to pay its debts as and when they fall due.

Intellectual Property” means all industrial and intellectual property rights whether protectable by statute, at common law or in equity, including all copyright and similar rights which may subsist or may hereafter subsist in works or any subject matter, rights in relation to inventions (including all patents and patent applications), trade secrets and know-how, rights in relation to designs (whether or not registrable), rights in relation to registered or unregistered trade marks, circuit layout designs and rights in relation to circuit layouts, whether registered, registrable or unregistered, including:

  (a) marks, logos, service marks, trade names, business names, internet domain names, slogans, symbols, brand names, copyright or other trade indicia;

  (b) all rights in information, computer programs, User Data, code, software, know-how, processes, procedures, compositions, devices, methods, formulae, protocols, techniques, designs, drawings, trade secrets or data whether or not protectable by patent application design registration, copyright, whether unregistered, registered or registrable; and

  (c) any modifications, developments, adaptations, advancements, creations and derivations of any intellectual property rights.

Requirement” means any applicable law, legislation, regulation, order or notice of any court, tribunal or governmental body, prudential requirement or stock exchange listing requirement, however applying or arising.

Risk Profile” means a risk profile for a single business enterprise generated through the use of the Risk Advisor Platform. For the avoidance of doubt, if a Risk Profile is generated on multiple occasions for a single business enterprise, each occasion is treated as a separate Risk Profile.

User” means a natural person who is given access to use the Risk Advisor Platform under the Customer’s account.

User Data” means any information input, uploaded or posted to the Risk Advisor Platform by, for or on behalf of, or in relation to or in connection with, the Customer, any User or End-User Client.

User Licence” means a pre-purchased package comprising of a maximum number of Risk Profiles which the Customer or its Users may generate through the Risk Advisor Platform at no additional charge (other than the cost of the User Licence itself). Each User Licence comprises a maximum of 20 Risk Profiles unless otherwise specified in the Customer Agreement or the terms of the User Licence.

you” and “your” means each of the Customer and each User.  If there are more than one, it means each of them separately and all of them jointly.  It also includes their executors, administrators and assigns.