Welcome to KPMG Shield Docs. The following terms will apply to our engagement for the provision of the Shield Docs Unified Data Protection Platform. Please read these terms and conditions together with the terms set out in our engagement letter. These terms together with the terms set out in our engagement letter fee proposal and Acceptable Use Policy will govern our engagement. If there is any inconsistency between these terms and the terms set out in our engagement letter, these terms will prevail over any inconsistency.

Secure Workspace services

We will provide you with access to the Shield Docs secure workspace services set out in our engagement letter (the “Services”) for the duration of our engagement using reasonable care and skill and in a professional and workmanlike manner. Prior to allowing any users to use the Services you will develop protocols of access for such users that are consistent with these terms and the terms set out in our engagement letter and Acceptable Use Policy. You will (and will ensure that users of the Services) only use the Services in accordance with:

• this agreement
• all applicable laws; and
• the protocols of access referred to above and as per the Acceptable Use Policy.

Information

The quality of the Services will depend on full and timely instructions from you. We will rely on the accuracy and completeness of information you provide to us. We will not independently verify information you provide to us, unless requested to do so as a term of our engagement.

Resources

To do the best job we can, we may require access to your files, records, information technology systems, premises, people and other information. You must promptly provide us with reasonable access to such resources and information without charge as necessary for us to be able to provide the Services.

Delays

You will not hold us responsible for, and we will be relieved of our obligations to the extent of, any failure or delay in connection with our engagement caused by you or something outside our control. This could include another person’s actions or omissions or issues associated with the internet, your computer systems or computer systems of users of the Services. Our fees may reflect any additional cost we incur from such a delay. If the delay is substantial, we may terminate our engagement without any liability to you.

Fees

Fees are charged and billed in accordance with the terms set out in our licensing programs. Our fees are generally set out in our engagement letter but are subject to regular review. Accordingly, they may change during the course of our engagement. If so, the revised rate will generally apply from the date of the change.

Payment

Payment terms are in accordance with our licensing programs. For the ‘On the Go’ Licensing program, monthly subscription payments are billed based on high water mark usage of both modules and number of Shield Docs users during the period. Usage reports will be emailed to you in conjunction with the subscription payment receipt. For the Enterprise License program, workspaces are charged on a per annum basis and are payable in advance. We will issue bills setting out our fees. You agree to pay our bills within 30 days of the billing date. If an account remains unpaid by the due date for payment, we may suspend or terminate our engagement upon giving you reasonable notice. We may charge interest on any outstanding balances at a rate of 2% over the 180 day bank bill rate and that interest will be payable on demand.

Estimates

We may provide you with an estimate of our likely fees in our engagement letter. Where we provide you an estimate, our final fees payable by you may differ from the estimate. For example, the number of users accessing the workspace, or the modules being utilised may change, or unforeseen circumstances may arise. Any estimate will be based on information you have provided and may be given subject to assumptions.

Review of fees

We may review our quoted fees if you do not proceed with our engagement within 30 days of the date of our engagement letter, or if we are still providing the Services for more than 12 months.

Taxes including Australian Goods and Services Tax (GST)

In addition to our fees and disbursements, you agree to pay to us any tax or other charge or payable by us (now or in the future) in relation to our engagement. Except where specified, all fees referred to in our engagement letter are exclusive of GST. You agree to pay the amount of any GST payable in relation to any supply made in connection with our engagement.

Confidentiality

We will:

• maintain the confidentiality of, and not disclose to third parties, any of your proprietary, confidential or personal information except as required in the course of provision of the Services, in accordance with your written instructions or as required by law; and
• have industry standard security measures in place to protect such information. You agree to maintain the confidentiality of, and not disclose to any third parties, our proprietary, confidential or personal information, except in accordance with our written instructions, or as required by law.

Privacy

In the course of providing the Services, we may collect, hold, use or disclose personal information (including personal information concerning users of the Services) and in such circumstances we will comply with all applicable privacy laws and our privacy policy (which policy may be found at http://shielddocs.com/m/privacy-policy. You will ensure that:

• you have obtained all necessary rights and consents for us to handle information (including personal information) in the course of providing the Services; and
• you have informed relevant persons (including users of the Services) that we will handle their personal information in accordance with all applicable privacy laws (including the Privacy Act 1988 (Cth)) and our privacy policy.

Your intellectual property

We may make use of and make such copies of materials which you provide to us as we reasonably require for the purposes of providing the Services. You will ensure that you have or have obtained all rights necessary for us to make use of such materials in the course of providing the Services. We will not acquire any ownership rights over any information you provide to us.

Our intellectual property

The processes, know-how, ideas, concepts, tools, software and techniques we use and develop in the course of providing Services are confidential to us. We retain sole and exclusive rights to them. We will own all copyright and other intellectual property rights that are created or brought into existence in the course of providing of the Services. In addition, we will retain all copyright and other intellectual property rights in:

• data, designs, models, methodologies, analysis frameworks, leading practices, specifications and other elements of the deliverables which we owned or developed before, or independently from, our engagement; and
• the processes, know-how, ideas, concepts and techniques we use and develop in the course of providing Services to you; and • all software and tools, whether software tools or otherwise (and any enhancement, improvement or other derivative of such software or tools) we use in the course of providing the Services to you; and
• our working papers and other internal documents and information.

Electronic mail

Any communications or documents transmitted by email may be intercepted or interfered with and may not be successfully replicated on other systems. We will not be liable for any delay or non-delivery of an email or for unauthorised copying, recording, reading or interference with an email. Further, any communications or documents transmitted by email may contain computer viruses or other defects. We will not be liable for any damage caused to your system or any files in connection with any such transmission.

Indemnity

It is possible that a person may make a claim against us in connection with our engagement, including the services we provide to you. If this happens, we may suffer or incur liabilities, claims, costs, losses, fees and expenses, including legal costs (“Losses”). You indemnify us against any such Losses, except to the extent a Loss is solely the result of our own negligence. One example of where the indemnity will apply is where the Losses are a consequence of any specific instruction or request you make, inaccurate information you provide to us, or any breach by you of the terms of our engagement.

Contractual limitations of liability

In this section, we limit our liability to you in connection with our engagement (including the provision of the Services). However these limitations will only apply to the maximum extent permitted by law:

• quantum - our liability for all claims directly or indirectly connected with our engagement (including under these terms and our engagement letter), whether in tort (including negligence), in contract, under statute, in equity or any other basis, is limited to an amount equal to the total fees paid and payable for the provision of the Services.
• exclusion of guarantees etc – to the maximum extent permitted by law, all express or implied guarantees, warranties, conditions or other terms relating to our engagement (including the Services) that are not contained in these terms or the terms set out in our engagement letter (such as those that are implied by statute, common law or trade custom or usage in relation to our engagement) are excluded and do not apply;
• terms implied by statute - if in the supply of our services we are held liable for breach of any guarantee, warranty,
• condition or other term that applies under the Competition and Consumer Act 2010 (Cth) or is implied by any State or Territory law that cannot be excluded, our liability under the relevant legislation is limited, to the maximum extent permitted by law, to the re-supply of the relevant services or the payment of the cost of having the relevant services supplied again, whichever we elect;
• losses & damages - we will not be liable for and no measure of damages will include: (a) any special, indirect, consequential, incidental or punitive losses or damages you suffer, regardless of whether such loss or damage was foreseeable and even if advised of the possibility of the loss or damage; and (b) any loss of profits, loss of revenue or loss of data ; and
• loss caused by others – in the event that you or any other person make a claim against us, we will be liable only for the loss or damage for that proportion or any loss which was caused by our negligence or other wrongful conduct, relative to the whole of the conduct of all persons causing or contributing to the loss. The above operate as separate and independent limitations.

Suspension

If you are in breach of any obligations under these terms or the terms set out in our engagement letter, we may suspend our engagement (including the provision of the Services). We will recommence our engagement within a reasonable period of time after the relevant breach giving rise to the engagement has been remedied.

Termination

Either of us may terminate our engagement by giving 30 days written notice, or immediately in the case of material breach by the other. If this happens, you agree to pay our fees and disbursements incurred up to termination and for any work that we are required to undertake after termination. Termination of our engagement does not affect any accrued rights we or you may have.

Information of other clients

We may hold or have access to information as a result of acting for other clients. We are not obliged to disclose this information to you or to use that information under the terms of this engagement.

General provisions

The following general provisions will apply to our engagement and the agreement between us which governs it (Agreement): • Governing law - All aspects of our engagement are governed by the laws of the state or territory of the office specified in our engagement letter (or, in the absence of an engagement letter, on the letterhead of the office performing the services). Both of us irrevocably submit to the exclusive jurisdiction of the Courts of that state or territory.

• Severance - If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect that will not affect or impair the legality, validity or enforceability of any other provision.
• Variation - This Agreement may only be varied by written agreement of the parties.
• Survival - Provisions of this Agreement that are intended by their nature to have effect after termination will survive its termination.
• Independent contractor - We will provide our services as an independent contractor. Nothing in this Agreement is to be construed to create a partnership, joint venture or other relationship. No party has the right, power or authority to oblige or bind the other in any manner.
• Dispute resolution - If there is a dispute relating to this Agreement, the parties will submit to mediation before having recourse to any other dispute resolution process. Written notice of the dispute will be given for it to be submitted to mediation before a mediator chosen by the parties or, where the parties cannot agree, by the Australian Commercial Disputes Centre (ACDC). The parties will use their best endeavours to settle the dispute promptly. The mediation will be conducted in accordance with the ACDC Mediation Guidelines to the extent that they do not conflict with the provisions of this clause. If the dispute is not resolved within 60 days after notice of the dispute, the mediation will terminate unless the parties otherwise agree.
• Acceptance - Your continued instructions confirm your acceptance of these terms.

Feedback

We welcome your feedback. Please contact the relationship manager responsible for your matter with any comments or suggestions about how we can help you improve our service to you.

Experience KPMG Shield Docs

Three International Towers Sydney

300 Barangaroo Avenue Sydney, NSW 2000