Last updated: 21 September 2026

These Terms and Conditions (Terms) govern the consulting retainer services provided by Paris Harcourt Pty Ltd (ACN 702 277 110) (Company, we, us or our).

By purchasing or subscribing to a consulting retainer through our website, you (Client, you or your) agree to these Terms.

If you purchase the retainer on behalf of a company or other organisation, you warrant that you have authority to bind that organisation to these Terms.

1. The Retainer

The Company provides general management, commercial, strategic and business consulting and advisory services (Services) on a recurring retainer basis.

The retainer is intended to provide the Client with ongoing access to the Company's advice, experience, analysis and commercial perspectives as reasonably requested from time to time.

The retainer is not a project engagement and, unless we expressly agree otherwise in writing:

(a) there are no fixed deliverables;

(b) there is no fixed number of hours included in a particular billing period;

(c) there are no guaranteed response or completion times;

(d) unused consulting time or capacity does not accrue or roll over;

(e) the retainer does not entitle the Client to the exclusive use of any particular consultant or personnel; and

(f) the Company does not guarantee that any particular request can be undertaken within a particular period.

We will use reasonable efforts to make ourselves available to provide the Services having regard to the nature of the request, our existing commitments and the reasonable requirements of the Client.

2. Nature of the Services

The Services may include, depending on the Client's requirements:

(a) management and commercial advice;

(b) strategic advice and discussion;

(c) business planning;

(d) review of commercial proposals or documents;

(e) research and analysis;

(f) participation in meetings or calls;

(g) general problem-solving and advisory assistance;

(h) introductions, observations and commercial perspectives; and

(i) other consulting assistance that we agree to provide.

The particular Services provided may vary from time to time according to the Client's needs.

We may decline a particular request where we reasonably consider that:

(a) it falls outside our expertise or the intended nature of the retainer;

(b) it would require us to provide regulated professional services;

(c) it creates an actual or material conflict of interest;

(d) it would be unlawful or improper for us to undertake it;

(e) it would require resources materially beyond the nature of the retainer; or

(f) a separate project engagement would be more appropriate.

Where substantial project work falls outside the reasonable scope of the retainer, we may propose a separate scope and fee before undertaking that work.

3. Retainer Fee

3.1 Cash

The retainer fee is A$1,000 per month or A$500 per fortnight, exclusive of GST as stated at checkout (Retainer Fee).

The Retainer Fee is payable in advance.

Depending on the billing option selected when subscribing, payments may be collected:

(a) monthly; or

(b) in fortnightly instalments,

as displayed at checkout.

Where fortnightly billing is offered, the amount and frequency of each payment will be displayed to you before you subscribe. The pricing and billing information shown at checkout forms part of these Terms.

Your subscription continues until cancelled in accordance with these Terms.

3.2 Equity

From time to time, the Company may agree to accept shares, options, convertible securities, rights to acquire equity or another ownership interest in the Client or a related entity (Equity Interest) as part of the consideration for the Services.

The Company may nominate a related body corporate, associated entity, trust, investment vehicle, nominee or other entity controlled by or associated with the Company or its director to receive, hold or acquire any Equity Interest on its behalf. The Client must take reasonable steps to facilitate that nomination and execute such documents as are reasonably required to give effect to it, provided that the nomination does not materially increase the Client's obligations or reduce its rights under the agreed equity arrangement.

The Company is under no obligation to accept an Equity Interest. Any decision to do so is at the Company's discretion and must be recorded in a separate written agreement or other written instrument accepted by the Company.

4. Recurring Payments

By subscribing to the retainer and providing your payment card or other payment details, you authorise the Company and its payment service provider to automatically charge the applicable Retainer Fee to your nominated payment method on a recurring basis.

You authorise those recurring payments to continue until the retainer is cancelled.

You are responsible for maintaining valid and current payment details.

If a payment is declined or cannot be processed, we may:

(a) attempt to process the payment again;

(b) ask you to provide an alternative payment method; and/or

(c) suspend the Services until outstanding amounts have been paid.

We are not required to provide Services during a period for which the applicable Retainer Fee has not been paid.

5. No Minimum Term

Unless expressly stated otherwise when you subscribe, there is no minimum subscription period.

You may cancel the retainer at any time in accordance with clause 6.

6. Cancellation

You may cancel the retainer at any time by:

(a) using the cancellation function available through our website or your online account; or

(b) emailing us at director@parisharcourt.co and clearly requesting cancellation by identifying your current subscription.

Cancellation takes effect when it is processed through the website or, for an email cancellation, when we receive and process the cancellation request.

Once cancellation takes effect, no further recurring Retainer Fees will be charged, except for any payment already due or properly incurred before cancellation.

We recommend cancelling before the next scheduled billing date if you do not wish to be charged for the next billing period.

7. Refunds Following Cancellation

Because the Retainer Fee is paid in advance in consideration for the Company's availability and ongoing provision of the retainer during the relevant period, cancellation does not automatically entitle the Client to a pro-rata refund.

Subject always to any rights or remedies that cannot lawfully be excluded:

(a) amounts already paid are generally non-refundable;

(b) the Client may request a refund or partial refund of the unused portion of a prepaid retainer period; and

(c) the Company may grant a full or partial refund in its discretion having regard to the circumstances, including the Services already provided, work undertaken, capacity reserved and the point in the billing period at which cancellation occurred.

Nothing in this clause excludes any refund, remedy or other right to which you are entitled under the Australian Consumer Law or another applicable law.

8. Fair and Reasonable Use

The retainer is intended to provide reasonable ongoing consulting access rather than unlimited professional services.

The Client must use the retainer reasonably and consistently with the nature and price of the service.

If the volume, complexity or urgency of a Client's requests materially exceeds what could reasonably be expected under the retainer, we may discuss with the Client:

(a) prioritising requests;

(b) deferring work;

(c) adjusting the retainer arrangement; or

(d) undertaking the additional work under a separate engagement.

We will not impose additional fees for such work without the Client's agreement.

9. Client Responsibilities

The Client must provide us with such information, instructions, documents and access in a timely manner as we reasonably require to provide the Services. This may include, where relevant:

(a) financial statements, management accounts, budgets, forecasts and cash-flow information;

(b) business plans, strategy documents, operating plans and internal reports;

(c) board papers, board packs, committee papers, minutes and governance materials;

(d) organisational charts, role descriptions and information concerning management responsibilities;

(e) policies, procedures, internal controls and operating manuals;

(f) contracts, proposals, commercial agreements and correspondence with customers, suppliers or other counterparties;

(g) sales, customer, supplier, operational and performance data;

(h) pricing information, cost information, margins and commercial assumptions;

(i) project plans, presentations, reports, models, spreadsheets and analyses prepared internally or by other advisers;

(j) access to relevant directors, officers, employees, contractors and advisers;

(k) reasonable access to relevant systems, software, databases, premises or records;

(l) correspondence or other information relating to matters on which our advice is sought; and

(m) such other information or assistance as is reasonably necessary for us to understand the Client's business, circumstances or the subject matter of the Services.

The Client is responsible for determining that it is entitled to disclose information and documents to us and for identifying any material that is subject to legal professional privilege, statutory confidentiality obligations or other restrictions on disclosure.

Unless expressly agreed otherwise, we may rely on information supplied by or on behalf of the Client without independently verifying it.

Where information supplied to us is particularly sensitive, the Client may identify it as subject to specific access, storage, use or disclosure restrictions, and we will use reasonable efforts to comply with those restrictions.

The Client should not provide us with material subject to legal professional privilege unless the Client has first determined, with its legal advisers where appropriate, that disclosure to us is appropriate and will not adversely affect that privilege.

Receipt by us of legally privileged material does not mean that we are providing legal services, acting as legal advisers or assuming responsibility for preserving legal professional privilege.

The Client is responsible for ensuring, to the best of its knowledge, that information supplied to us is accurate, complete and not misleading.

Unless we expressly agree otherwise, we are entitled to rely on information supplied by or on behalf of the Client without independently verifying it.

We are not responsible for an error, delay or adverse outcome to the extent it results from inaccurate, incomplete, outdated or misleading information supplied to us.

10. Consulting Opinions Only

Our Services consist of consulting, analysis, observations, recommendations and opinions based on the information available to us at the relevant time.

Our views are inherently matters of professional and commercial judgment and may differ from the views of other advisers or consultants.

Except where we expressly agree otherwise in writing, our Services do not constitute:

(a) legal advice;

(b) taxation advice;

(c) accounting or audit advice;

(d) financial product or investment advice;

(e) credit advice;

(f) medical or health advice;

(g) engineering advice;

(h) architectural advice; or

(i) any other professional or regulated advice for which a particular licence, registration or professional qualification is required.

The Client should obtain advice from an appropriately qualified lawyer, accountant, tax adviser, financial adviser or other professional where the matter requires such advice.

11. Client Decisions

The Client remains solely responsible for its own business, commercial and management decisions.

Our advice is one input that the Client may take into account when making those decisions.

The Client is responsible for determining whether to act, or not act, on any suggestion, recommendation, analysis or opinion that we provide.

Unless expressly agreed otherwise, we are not responsible for implementing our advice or supervising its implementation.

12. No Guarantee of Outcomes

Business and commercial decisions involve uncertainty.

We do not guarantee:

(a) any particular financial or commercial result;

(b) increased revenue or profitability;

(c) successful completion of a transaction;

(d) achievement of forecasts, projections or estimates;

(e) acceptance of our advice by any third party; or

(f) any other particular outcome.

Any forecast, projection, estimate, scenario or forward-looking statement is based on assumptions and information available at the relevant time and actual results may differ materially.

13. Confidentiality

Each party must keep confidential any non-public information received from the other party that is confidential by its nature or would reasonably be understood to be confidential (Confidential Information).

We may use the Client's Confidential Information only for the purpose of:

(a) providing the Services;

(b) administering the retainer;

(c) operating and managing our business in connection with the engagement; or

(d) complying with legal, regulatory or insurance requirements.

We may disclose Confidential Information to our employees, contractors, advisers and service providers where reasonably necessary, provided that appropriate confidentiality obligations apply.

The confidentiality obligations do not apply to information that:

(a) is or becomes publicly available other than through a breach of these Terms;

(b) was already lawfully known to the recipient;

(c) is lawfully obtained from another person without an obligation of confidentiality;

(d) is independently developed without using the other party's Confidential Information; or

(e) must be disclosed by law.

If disclosure is required by law, we may make that disclosure to the extent required.

These confidentiality obligations continue after the retainer ends.

14. Privacy

We may collect, hold, use and disclose personal information in connection with the retainer and the provision of the Services.

Personal information will be handled in accordance with applicable privacy laws and, where applicable, our Privacy Policy available on our website.

The Client must ensure that it is entitled to provide us with any personal information that it gives us.

Payment card information may be processed and stored by our third-party payment service provider rather than by us directly.

15. Intellectual Property

Each party retains ownership of intellectual property it owned or developed independently of the retainer.

We retain ownership of our:

(a) methodologies;

(b) templates;

(c) frameworks;

(d) models;

(e) tools;

(f) processes;

(g) know-how;

(h) working papers;

(i) research methods;

(j) techniques; and

(k) other reusable consulting materials and intellectual property.

Where we provide written materials specifically to the Client in connection with the Services, and all applicable Retainer Fees have been paid, we grant the Client a non-exclusive, perpetual, royalty-free licence to use those materials for its own internal business purposes.

Unless we agree otherwise, the Client must not resell, publish or commercially exploit our proprietary materials as standalone products or permit third parties to rely on them.

Nothing prevents us from using our general knowledge, skills, experience, ideas and know-how in providing services to other clients, provided that we do not disclose the Client's Confidential Information.

16. Conflicts and Other Clients

The retainer is non-exclusive.

We may provide services to other clients, including businesses operating in the same industry as the Client or businesses that compete with the Client.

We will continue to comply with our confidentiality obligations.

If we become aware of an actual conflict that materially affects our ability to provide the Services, we will take reasonable steps to manage that conflict and may, where necessary, cease providing the affected Services.

17. Communications

Consulting advice may be provided through email, telephone calls, videoconferences, messaging platforms, meetings or other methods agreed between us.

Advice given orally may be preliminary or subject to qualification.

Where an issue is significant, the Client should not assume that an informal discussion constitutes a complete analysis of that issue.

18. Availability

We will use reasonable efforts to respond to Client requests within a reasonable period.

Unless expressly agreed otherwise, however:

(a) the retainer does not provide a guaranteed service level;

(b) we do not guarantee immediate or same-day availability;

(c) we are not required to provide Services outside our ordinary working arrangements; and

(d) temporary unavailability due to leave, illness, existing commitments or other reasonable circumstances does not itself entitle the Client to a refund.

If we expect to be materially unavailable for an extended period, we will use reasonable efforts to notify affected Clients.

19. Suspending or Ending the Retainer

We may suspend or terminate the retainer on reasonable notice if:

(a) payment is overdue;

(b) the Client materially breaches these Terms;

(c) the Client behaves unlawfully, abusively or improperly toward us or our personnel;

(d) continuing the engagement would create an actual conflict of interest or legal or professional issue;

(e) the Client asks us to participate in conduct that we reasonably believe is unlawful or improper; or

(f) we are otherwise unable reasonably to continue providing the Services.

At our discretion, we may give the Client an opportunity to address a remediable issue before terminating the retainer.

If we terminate the retainer for reasons unrelated to any breach or misconduct by the Client, we will provide an appropriate pro-rata refund of prepaid fees relating to the period after termination, unless another arrangement is agreed.

20. Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies a guarantee, right or remedy conferred by the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, or any other applicable law, where doing so would be unlawful.

Where the Australian Consumer Law or another law implies a guarantee or other term that cannot lawfully be excluded, these Terms operate subject to that guarantee or term.

21. Limitation of Liability

Nothing in this clause limits liability that cannot lawfully be excluded or limited.

Subject to that qualification, to the maximum extent permitted by law:

(a) we are not liable for indirect, consequential or special loss;

(b) we are not liable for loss of profit, revenue, opportunity, anticipated savings, goodwill or business arising from the Services;

(c) we are not liable for decisions made independently by the Client or for the manner in which the Client implements our advice; and

(d) our aggregate liability arising out of or in connection with the retainer is limited to the Retainer Fees paid by the Client to us during the six months immediately preceding the event giving rise to the claim.

Where liability for a failure to comply with a statutory guarantee may lawfully be limited, our liability is limited, at our option and to the extent permitted by law, to supplying the relevant Services again or paying the reasonable cost of having the relevant Services supplied again.

The Client must take reasonable steps to mitigate any loss.

22. Third-Party Reliance

Our advice is provided solely for the Client.

Unless we expressly agree otherwise in writing, no other person is entitled to rely on any advice, opinion, analysis or material we provide.

The Client must not represent that we have accepted responsibility to a third party.

23. Third-Party Services and Information

In providing the Services, we may refer to or rely on information, software, platforms, data or services supplied by third parties.

We do not control those third parties and do not guarantee their accuracy, availability or performance.

Where we refer the Client to another adviser, supplier or service provider, the Client remains responsible for deciding whether to engage that person.

24. Independent Contractor Relationship

Unless expressly agreed otherwise in writing, nothing in these Terms or the provision of the Services creates or is intended to create any:

(a) employment relationship;

(b) agency relationship;

(c) partnership;

(d) joint venture;

(e) fiduciary relationship;

(f) trustee or beneficiary relationship;

(g) relationship of principal and agent;

(h) franchise relationship;

(i) association or other relationship under which either party may be taken to represent, control or bind the other; or

(j) other relationship inconsistent with the parties dealing with each other as independent contracting parties.

The parties expressly acknowledge and agree that the Company provides the Services to the Client as an independent contractor.

Except where expressly authorised in writing for a specific purpose:

(a) neither party has authority to act for, represent, bind, contract on behalf of, incur liabilities for, make commitments for or otherwise create obligations in the name of the other party;

(b) neither party may hold itself out as having any such authority;

(c) neither party may represent to any third party that the other party is its employee, agent, partner, joint venturer, fiduciary, trustee, representative or authorised delegate; and

(d) neither party may make any statement or representation that is inconsistent with the independent contractor relationship established by these Terms.

Each party remains responsible for its own business operations, personnel, taxation, insurance, statutory obligations and liabilities, except to the extent expressly provided otherwise in these Terms.

Nothing in this clause prevents the parties from expressly agreeing in writing that the Company may act on the Client's behalf for a specific and limited purpose. Any such authority is limited strictly to the scope and duration expressly agreed and does not otherwise alter the independent contractor relationship between the parties.

25. Website and Electronic Contracting

By selecting the checkbox, button or other mechanism indicating acceptance of these Terms and completing the subscription process, the Client agrees to be legally bound by these Terms.

The Client consents to:

(a) entering into this agreement electronically;

(b) receiving invoices, notices and other communications electronically; and

(c) the recurring payment arrangements described in these Terms.

A copy of the version of these Terms applying when the Client subscribes may be retained electronically by the Company.

26. Changes to the Retainer

We may propose changes to the price, scope or material terms of the retainer from time to time.

Any material change affecting an existing Client will be notified in advance and will take effect from a future billing period specified in the notice.

If the Client does not wish to continue under the changed arrangement, the Client may cancel the retainer before the change takes effect.

Nothing in this clause permits us to retrospectively change charges already incurred.

27. No Waiver

A failure or delay by either party to exercise a right under these Terms does not waive that right.

28. Severability

If a provision of these Terms is invalid or unenforceable, it is to be read down to the extent necessary to make it valid and enforceable.

If it cannot be read down, it is severed and the remaining Terms continue to operate.

29. Entire Agreement

These Terms, together with the pricing and subscription information displayed at checkout and any terms expressly agreed between us in writing, constitute the agreement between the Client and the Company concerning the retainer.

They supersede prior discussions or representations concerning the retainer to the extent permitted by law.

30. Assignment

The Client must not transfer or assign its subscription to another person without our consent.

We may transfer these Terms as part of a genuine sale, restructure or transfer of our business, provided that doing so does not materially reduce the Client's rights.

31. Governing Law

These Terms are governed by the laws of New South Wales, Australia.

The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and courts entitled to hear appeals from them.

32. Contact

Questions, cancellations and other notices relating to the retainer may be sent to:

Paris Harcourt Pty Ltd

ACN: 702 277 110

Email: director@parisharcourt.co

Website: parisharcourt.co