It is agreed:

2.1. Term Commencement

This document will commence on the date set out in the Details and will continue until terminated by either Party by written notice to the other.

2.2. Obligations survive termination

Notwithstanding any termination of this document, the Practice and the Guarantor acknowledge and agree that their obligations under this document continue until such time as all monies owing to Smart Fee by the Practice and the Guarantor and by Clients in respect of Approved Invoices have been paid in full and, to the extent the law permits, until such time any DDR provided to Smart Fee is irrevocable.

2.3 Conditions precedent

Smart Fee’s obligations under this document are subject to and conditional upon the Practice providing Smart Fee with copy of this document validly signed by the Practice and each Guarantor, a signed and completed DDR in the form prescribed by Smart Fee and any other documents Smart Fee reasonably requires in connection with this document.

3.1 Request for funding

The Practice will provide Client Invoices and Client details to Smart Fee for its consideration for funding. Providing a Client Invoice to Smart Fee constitutes an offer to Smart Fee to fund the relevant Client Invoice on the terms of this document.

3.2 Obligations when submitting Client Invoices

In respect of any Client Invoice submitted to Smart Fee (whether by the Practice or by the relevant Client directly on the suggestion of the Practice), the Practice will:

(a) ensure the Client reads and agrees in writing to the Invoice Payment Agreement in such form as prescribed by Smart Fee from time to time;

(b) procure all documentation from the Client that is required to be provided to Smart Fee in accordance with the Invoice Payment Agreement, as well as any other documentation or information reasonably required by Smart Fee in respect of the proposed funding;

(c) procure a signed direct debit request from the Client in favour of Smart Fee authorising Smart Fee to debit payments from the Client’s account in accordance with the proposed Invoice Payment Agreement, whether or not Smart Fee agrees that monies owing in respect of the Client Invoice will be paid by instalments; and

(d) ensure that Smart Fee is provided with all information and documentation required by Smart Fee to comply with its obligations under the Anti-Money Laundering & Counter – Terrorism Finance Act 2006 (Cth) or any other laws, and

provide the above documentation and information to Smart Fee at the same time that the Client Invoice is provided to Smart Fee.

3.3 Approval of Client Invoices

(a) Smart Fee will notify the Practice in writing whether it accepts or declines a request to fund a Client Invoice and will provide details of the proposed instalments and interest payable to Smart Fee in respect of any Client Invoice that is accepted for funding.

b) Smart Fee’s obligations in respect of any accepted Client Invoice is subject to the Client entering into an Invoice Payment Agreement, all credit checks and other conditions precedent in that agreement being satisfied and any other requirements in this document.

(c) Smart Fee will notify the Practice once the requirements in the preceding paragraph have been satisfied and at that point the Client Invoice will be considered an ‘Approved Invoice’ for the purposes of this document. However, any such notice given by Smart Fee will not amount to a waiver of Smart Fee’s rights or the Practice’s obligations under this document and the Practice must ensure such obligations are complied with despite such notice.

3.4 Payments in respect of Approved Invoice

(a) Smart Fee will remit the amount set out in the Approved Invoice to the Practice’s Account within seven Business Days from the date that Smart Fee receives the first instalment payment from the Client in cleared funds.

(b) If the Practice receives payment from (or on behalf of) its Client in respect of any Approved Invoice, the Practice must notify Smart Fee, remit must remit any moneys so received within seven Business Days of receipt and remind the Client that payment must be made to Smart Fee directly.

(c) The Practice may notify Smart Fee of any changes to the details of the Practice’s Account by providing seven Business Days’ notice to Smart Fee. However, the Practice must ensure that details of the Practice’s Account are same as the bank account from which Smart Fee is authorised to debit payments from pursuant to the DDR.

3.5 Rights in Approved Invoice

(a) Upon Smart Fee remitting the amount set out in the Approved Invoice to the Practice’s Account, the Practice irrevocably transfers and assigns to Smart Fee all existing and future rights in respect of the Approved Invoice (including any right to receive payment for the services provided by the Practice that are the subject of the Approved Invoice) free of any encumbrances, securities, charges or other third party rights or claims.

(b) Within 7 days of the occurrence of the transfer contemplated by paragraph (a), Smart Fee will use best endeavours to notify the Client of the transfer of the Approved Invoice if it has not done so already.

(c) As between the Parties and subject to the below provisions in relation to a Client’s default, the Practice acknowledges and agrees that it shall have no further rights against the Client in respect of the debt arising from any Approved Invoice that is transferred, and the Practice agrees that it will take no further steps to enforce that debt.

(d) To the extent the law permits, the Practice agrees to contract out or otherwise waive the benefit of any provision of the Personal Property Securities Act 2009 (Cth) (PPSA) that is capable of exclusion at law. Smart Fee retains all rights and powers provided granted to secured parties under PPSA in favour of secured parties despite this provision and such rights will be deemed to be included in this document without any corresponding obligations on Smart Fee.

4.1 Consequences of Client’s default

If a Client breaches its Invoice Payment Agreement (including where it fails to make payments when due), then Smart Fee may by written notice (Default Notice) require the Practice to pay the Outstanding Amount to Smart Fee. The Practice must pay the Outstanding Amount in accordance with this document.

4.2 Calculation of Outstanding Amount

(a) The Outstanding Amount payable to Smart Fee will be the amount equal to sum of:

(i) any unpaid instalments (including any initial payment), principal, interest charges or other monies payable to Smart Fee pursuant to the Invoice Payment Agreement that have not been paid at the time Smart Fee provides the Default Notice to the Practice; plus

(ii) the amount of the Approved Invoice funded by Smart Fee in respect of the Invoice Payment Agreement, less any amount received by Smart Fee in reduction of that amount which (for the avoidance of doubt) excludes any amounts received by Smart Fee on account of borrowing charges/interest, fees or other charges (Principal Outstanding).

(b) Smart Fee will notify the Practice of the Outstanding Amount and in the absence of manifest error the Outstanding Amount determined by Smart Fee will be binding on the Practice and the Guarantor.

(c) If any Invoice Payment Agreement is invalid or unenforceable for any reason, then the Outstanding Amount will be determined by Smart Fee on the basis that the Invoice Payment Agreement was valid and enforceable.

4.3 Payment of Outstanding Amount

(a) Subject to paragraph (b) below, the Practice must pay the Outstanding Amount to Smart Fee within thirty days of receipt of the Default Notice.

(b) On the condition that the Practice provides written notice to Smart Fee of its election under this provision within three Business Days of receipt of a Default Notice, the Practice may instead assume the Client’s obligations under the Invoice Payment Agreement. If the Practice elects to do so, then:

(i) the Practice must pay any monies referred to in clause 4.2(a)(i) within seven days of the date of the election and otherwise pay all other monies owing in connection with the Invoice Payment Agreement when due on the basis that the Practice was named as the Client in that agreement;

(ii) the Practice acknowledges that it will be liable for all monies falling due under the Invoice Payment Agreement (including any borrowing charges applicable to the balance of the instalments) and that the total amount payable may exceed the Outstanding Amount; and

(iii) the Practice may at any time during the term of the Invoice Payment Agreement pay the Principal Outstanding to Smart Fee.

4.4 Principal’s default

(a) In the event the Practice fails to make any payments to Smart Fee when due, the Practice agrees that it will be liable for all amounts owing by the Client in connection with the Invoice Payment Agreement and that such sums may exceed the Outstanding Amount.

(b) The Principal agrees that Smart Fee may, but is not obliged to, debit any monies payable to it in connection with this document from the Principal’s Account (or such other account specified in the DDR).

(c) Any monies not paid when due by the Practice will attract interest at the rate of 10% per annum, calculated on daily balances and compounding monthly until paid. Any interest is payable on demand by Smart Fee.

4.5 Retransfer of Approved Invoice

(a) If the Client defaults in making payment to Smart Fee pursuant to the Invoice Payment Agreement and the Practice subsequently complies with its obligations under this document and pays all monies owing to Smart Fee in respect of same, then promptly following a written request from the Practice Smart Fee will assign its rights in the Approved Invoice and the Invoice Payment Agreement to the Practice.

(b) It is a condition of any assignment pursuant to paragraph (a) above that the Practice indemnifies Smart Fee and holds it harmless against any and all losses, costs, expenses, claims and demands however arising that may in any way be incurred or sustained by Smart Fee in connection with the assignment of the Practice enforcing any rights in respect of the Approved Invoice or the Invoice Payment Agreement.

5.1 Guarantee

In consideration of Smart Fee agreeing to enter into this document at the request of the Guarantor, the Guarantor unconditionally and irrevocably guarantees to Smart Fee the due and punctual performance of, and compliance with, the Guaranteed Obligations, including the accuracy of any warranties or representations provided to Smart Fee in connection with this document.

5.2 Indemnity

The Practice and the Guarantor irrevocably indemnifies and undertakes to keep indemnified, protected, saved and harmless Smart Fee, its agents, contractors and solicitors and any officers, employees, contractors or servants of the foregoing (together the Indemnified Parties and each an Indemnified Party) from and against any and all actions, proceedings, claims, demands, injuries liabilities, damages, costs, charges, expenses (including advisors’ and solicitors’ fees on a full indemnity basis) of whatsoever kind and nature arising directly or indirectly in connection with:

(a) any obligation or liability of, or obligation or liability guaranteed by, it in connection with the Guarantee (or which would be such an obligation or liability if enforceable, valid and not illegal) being or becoming stayed, enforceable, invalid or illegal;

(b) any Guaranteed Obligations not being performed when required, including any failure on the part of the Practice to promptly comply with its obligations under this document or any breach of any covenant of this document by the Practice;

(c) any monies comprising the Guaranteed Obligations (or money which would comprise the Guaranteed Obligations if it were recoverable) not being recoverable from the Practice or any other Guarantor or any payment received by Smart Fee from any person being or being claimed to be void, voidable or otherwise recoverable;

(d) any breach by the Practice or any other Guarantor of any obligations, covenants or other provisions of this document; or

(e) any insolvency, bankruptcy, external administration, deed of company arrangement, scheme of arrangement, change in constitution or composition or any similar event occurring in respect of the Practice (each an Insolvency Event).

5.3 Result of non-payment

If the Practice defaults in the due and punctual payment of any money owing to Smart Fee, the Guarantor must pay that money to, or as directed by, Smart Fee, immediately on demand without any set-off, abatement, counterclaim or deduction. Smart Fee is not required to make a demand for payment as a precondition to the Guarantor being liable.

5.4 No waiver of Guarantee

(a) The Guarantee is continuing and irrevocable and will, for the avoidance of doubt and without limiting any other provisions of this document, continue in full force and effect unless and until the Guaranteed Obligations have been discharged in full and this document and the Facility is terminated in accordance with its terms.

(b) The Guarantor’s obligations are principal obligations and will not be treated as ancillary or collateral to any other right or obligation however created or arising and are in addition to, and not prejudiced by, any other Guarantee now or later held by Smart Fee.

(c) Smart Fee may at any time and from time to time proceed against any or all of the persons comprising the Guarantor and Smart Fee is not required to proceed against the Practice or to exhaust any remedies it may have against the Practice or enforce any security it may have with respect to the performance of the Guaranteed Obligations. Instead, Smart Fee is entitled to demand and receive payment from the Guarantor when any payment or other performance is due under the Guarantee.

5.5 Liability not affected

(a) The Guarantor’s liability and obligations under this document (including in connection with the Guarantee and in respect of any Approved Invoice) are absolute, binding and unconditional in all circumstances, and are not adversely affected by anything which would otherwise reduce, release or discharge that liability or obligation (whether or not the Practice or Smart Fee is aware of it or consents to it and despite any legal rule to the contrary), to the extent the law permits.

(b) Without limiting paragraph (a) above and to the extent the law permits, the Guarantor’s liability and obligations under this document (including in connection with the Guarantee, any Approved Invoice and Outstanding Amount) will not be reduced, released or discharged by any one or more of the following:

(i) the Client or the Practice having no obligations to Smart Fee at any time, the Client’s or Practice’s obligations are unenforceable (in whole or in part) or Smart Fee enforcing or not enforcing its rights under this document (either strictly or at all) or waiving or limiting its rights against the Practice or any other Guarantor in any way;

(ii) any variation to this document, whether or not the variation or conversion was consented to by the Guarantor and whether or not the Guarantor is listed as ‘Guarantor’ in any revised Details schedule;

(iii) the Practice being discharged or released (by Smart Fee, by operation of law or in any other way) from its obligations (in whole or in part) except to the extent that such discharge or release is occasioned by the negligent action or inaction of Smart Fee;

(iv) any Insolvency Event in respect of the Practice, any other Guarantor or person (including any change in the members, partners or status of any of them) or any avoidance (by statue or for any other reason whatsoever) of any payment made or due to Smart Fee;

(v) any breach of trust by the Guarantor, any amendment or variation of the terms of any trust deed, declaration of trust or settlement pursuant to which the Guarantor is a trustee (whether disclosed to Smart Fee or not), or the determination of the trust;

(vi) any assignment of, or other dealing in connection with, Smart Fee’s rights under this document or under any agreement with any Client;

(vii) a party’s obligation or any document forming part of or provided in connection with this document (or any provision of such documents) not being duly executed or being void, voidable, unenforceable, illegal, frustrated, defective, waived, released or prejudiced or dealt with in any manner; or

(viii) Smart Fee doing something or failing to do something which could, under the law relating to guarantees or indemnities, have affected the Guarantor’s liability or anything else happens that, apart from this clause, could result in the obligations of the Guarantor ending or being affected.

5.6 Deferral of Guarantor’s rights

Unless the Guaranteed Obligations have been discharged in full, the Guarantor must not (either directly or indirectly):

(a) claim or exercise a right of subrogation or contribution or otherwise against the Practice or any other Guarantor or claim the benefit of a security or guarantee (including the Guarantee) relating to the Guaranteed Obligations;

(b) claim, exercise or attempt to exercise a right of set-off, counterclaim or any other right or raise any defence against the Practice or any other Guarantor or which any other of them may have against Smart Fee; or

(c) prove, claim or exercise any voting rights in the Practice or any other Guarantor’s liquidation, external administration, bankruptcy or other form of proceedings for which an external administrator is appointed or any analogous proceeding (together an Administration) or otherwise claim the benefit of any distribution, dividend or payment arising out of any Administration on any account;

and if the Guarantor receivers any money in breach of its obligations in this clause or any other obligations in connection with the Guarantee, the Guarantor must promptly pay that money to Smart Fee and will, until that money is paid to Smart Fee, hold that money on trust for Smart Fee.

5.7 Acknowledgements

(a) Each Guarantor acknowledges receiving good consideration for providing its Guarantee and the parties agree that the Guarantee will not be prejudiced by any failure on the part of Smart Fee to fund any Client Invoice, any dealings in respect of an Approved Invoice or Invoice Payment Agreement being invalid or otherwise unenforceable or the Practice not utilising the funding arrangements provided for in this document.

(b) Where the Guarantor comprises more than one person, the Guarantee and any other covenants and agreements on their part contained or implied in this document bind them jointly and each of them separately.

(c) The Guarantor acknowledges that it has not relied on any warranty or representation made by or on behalf of Smart Fee to induce it to enter this Guarantee and that it has made and will continue to make without reliance on Smart Fee its own independent investigation of the financial condition and affairs of the Practice and assessment of the credit worthiness of the Practice and that Smart Fee has no duty or responsibility at any time to provide the Guarantor with any information relating to the financial condition and other affairs of the Practice or any other person.

6.1 Warranties in respect of Client Invoices

With respect to each Client Invoice submitted to Smart Fee (whether by the Practice or otherwise), the Practice and the Guarantor each warrant as follows:

(a) that any Authorised User who submitted the Client Invoice is duly authorised by the Practice and the Client to submit the Client Invoice to Smart Fee;

(b) that the amount of the Client Invoice represents a proper and reasonable charge for the services rendered by the Practice, that the services the subject of the Client Invoice have been properly rendered by the Practice and that all costs and legal disclosures were made to the Client in accordance with any law or binding standard;

(c) that it has no reason to suspect that the Client will not be able to fully comply with the terms of any proposed Invoice Payment Agreement or will default in making any payments due to Smart Fee and that all material information in respect of the creditworthiness of a Client has been disclosed to Smart Fee;

(d) that each Client Invoice is a properly rendered tax invoice by the Practice for the provision of professional services to its Client which includes:

(i) the description of the professional services provided by the Practice to the Client;

(ii) the date the Practice’s professional services were provided to the Client which must not be a date greater than 12 months from the date the Practice was engaged by the Client; and

(iii) the duration of the professional services provided to the Client and the fees charged to the Client by the Practice;

(e) that the value identified in the Client Invoice represents a debt due to the Practice;

(f) that the Client Invoice is not under any dispute or challenge nor has the Client indicated any intention not to pay the Client Invoice for whatever reason;

(g) that they have obtained the Client’s consent to provide (and transfer) the Client Invoice to Smart Fee and for Smart Fee to provide information in relation to the Client’s agreements with Smart Fee to the Practice (including providing any notice of the Client’s default), that any Client Invoice transferred to Smart Fee is free of any encumbrances or third party claims and all consents and approvals have been obtained for the foregoing to occur;

(h) that the Client Invoice does not relate to the provision of professional services by the Practice to a Client that constitutes a natural person or strata corporation where the professional services were wholly or predominantly personal, domestic or household use or consumption or otherwise in a manner described in section 5 of Schedule 1 of the National Consumer Credit Protection Act 2009 (Cth) or any other credit related purposes that is regulated by that Act;

(i) that the Client Invoice is in respect of the provision of professional services by the Practice to the Client that are wholly or predominately for business purposes and any payment received from Smart Fee will be applied solely to discharge those professional fees;

(j) that they will procure their Client not to revoke its direct debit authority while there are any monies owing to Smart Fee;

(k) that they will procure the signing by the Client of a consent in favour of Smart Fee for the disclosure of the Client’s credit and related information to a credit reporting agency; and

(l) that they have not made any representations or statements to any Client that are inconsistent with the Invoice Payment Agreement or this document.

6.2 General warranties

The Practice and the Guarantor each warrant as follows:

(a) that they will not revoke Smart Fee’s authority to draw on the Practice’s Account, including pursuant to the DDR, and that the Practice’s Account and any other account specified in the DDR is operated by the Practice and is not a trust account;

(b) that the clients referred to Smart Fee by the Practice are clients of the Practice and the Practice provided professional services to the clients in respect of the business conducted by the relevant client;

(c) that it does not include hyperlinks, details of Smart Fee’s website or other reference on invoices issued to clients generally, rather such details and references are only included on invoices issued to clients where the invoice would be an eligible Client Invoice and all warranties in this document would be true and accurate in respect of the invoice and where the client has been fully informed of the terms of funding offered by Smart Fee;

(d) that any communications or notices provided by Smart Fee to any of them in connection with this document have been promptly provided to each other of them;

(e) that Smart Fee may be liable to pay commissions to third parties in respect of the transactions contemplated by this document, including to third party software or gateway providers that have made facilities available to Smart Fee to arrange for Clients to sign up to Invoice Payment Agreements with Smart Fee;

(f) that the information contained in the Details and all other information provided to Smart Fee about the Practice, the Guarantor and its Clients are accurate and not misleading (whether by omission or otherwise) in any respect and the Guarantor’s name and date of birth are the same as on its driver’s licence;

(g) that the financial statements of the Practice disclose a true and fair view of the affairs, financial position and assets and liabilities of the Practice and of the income, expenses, results of operations and cash flow of the Practice for the 12 month period preceding the date that this document is executed (Accounts Date);

(h) that since the Accounts Date there has been no material adverse change in the assets, liabilities (of any description), turnover, earnings, financial condition, trading position or affairs of the Practice;

(i) that they will immediately notify Smart Fee, if since the Accounts Date there has been a material adverse change in the assets, liabilities (of any description), turnover, earnings, financial condition, trading position or affairs of the Practice of greater than 10% of each item;

(j) that the Practice and each of the Guarantors have read and understood this document, Smart Fee’s Policies and the terms of the Invoice Payment Agreement which are not specific to a particular Client and agree to be bound by those terms and conditions;

(k) that the directors, partners and each person signing this document on behalf of the Practice have the authority of the Practice to enter into this document and that all consents, approvals and waivers have been obtained to duly authorise the Practice’s performance of this document (including any Invoice Payment Agreement assumed by the Practice and any DDR);

(l) that each of the persons nominated in the Details have authority to engage on behalf of the Practice for the purposes specified in the Details and this document; and

(m) that the Practice has notified Smart Fee in writing of any change to the principals, directors and/or partners, or any revocation of an Authorised User’s authority, of the Practice within 5 Business Days of any change occurring and in any event prior to any Client Invoice being provided to Smart Fee (whether by the Practice or otherwise).

6.3 Trust warranties

If the Practice or a Guarantor is the trustee of a trust (whether or not the trust is disclosed in the Details or notified to Smart Fee) then the Practice or the Guarantor (as the case may be) warrants to Smart Fee as follows:

(a) that its arrangements with Smart Fee are for the benefit of the trust and the beneficiaries of the trust and will be binding on those beneficiaries;

(b) that it has been duly appointed as trustee, is the sole trustee of the trust and no action has been taken or proposed to end the trust or remove it as trustee;

(c) that it has authority to enter into this document and it enters into this document in the proper performance of its duties as trustee;

(d) that it has the right to be fully indemnified out of the trust assets for all obligations incurred in connection with this document and Smart Fee will be subrogated to its right of recoupment out of the trust assets;

(e) that it has not delegated any of its powers as trustee or exercised any power of appointment;

(f) that it has provided a true and complete copy of any trust deed (including any variations to it) to Smart Fee before Smart Fee signs and returns this document;

(g) that it will not do anything or permit anything to be done which could cause a warranty to be untrue or which could mean that it could not truthfully repeat a warranty; and

(h) that it shall ensure that the assets of the trust are not resettled or vested, the capital of the trust is not transferred or distributed without Smart Fee’s approval and the income of the trust is not segregated or distributed if doing so could affect the trustee’s ability to perform its obligations under this document.

6.4 Interpretation of warranties

(a) Each of the above warranties are repeated each time a Client Invoice is received by Smart Fee and on each date that there is any monies owing to Smart Fee by any Client, the Practice or any Guarantor, by reference to the facts and circumstances then subsisting.

(b) Any of the above warranties or provisions that provide ongoing obligations on the Practice or the Guarantor will also take effect as undertakings, and the Practice and the Guarantor must ensure that the warranties do not become untrue or misleading in any respect.

7.1 Smart Fee Policies

The Practice and the Guarantor acknowledge and agree that they have read and understood the DDR and the Smart Fee Policies and they undertake to ensure that the Practice, the Guarantor and any employees, agents or contractors of each of them (including any Authorised User) at all times complies with those documents and policies (which, for the avoidance of doubt, will not form part of this document or create any enforceable rights against Smart Fee).

7.2 Credit reporting

The Practice and any Guarantor acknowledge, represent and undertake (as the case may be) that:

(a) Smart Fee is entitled to obtain, and each of them consent to Smart Fee obtaining, commercial and consumer credit reports of the Practice, any Guarantor and any directors of either of them prior to entering into this document and at any time Smart Fee considers necessary or desirable until the Practice and the Guarantor are discharged from this document by performance;

(b) Smart Fee may lodge with any credit reporting or similar body notice that the Practice and any Guarantor have applied for credit with Smart Fee and provide notice any notice of default or other breach of this document, in any manner Smart Fee considers appropriate (to the extent the law permits);

(c) Smart Fee may record telephone conversations for quality, training and other business purposes, and the Practice and any Guarantor consent to any recording and undertake to ensure that the consent of any third party calling on behalf of the Practice or any Guarantor is obtained prior to calling Smart Fee; and

(d) all consents, approvals or waivers that are necessary or desirable in connection with the matters referred to in preceding paragraphs of this clause and the preceding clause have been obtained and that Smart Fee will be indemnified by them for any costs, losses, expenses, claims or any liability of any nature or description incurred in connection with any failure to do so.

7.3 Authority to complete blanks

The Practice and any Guarantor authorise Smart Fee and each of its officers, employees, agents and solicitors (and each member and employee of that firm), severally, to do all or any of the following things in relation to the Details, any DDR or this document:

(a) date the document, including by inserting the date of document as the date Smart Fee executes this document;

(b) complete any blanks in the document;

(c) amend the documents to correct any clerical or manifest errors in them; and

(d) do anything necessary or desirable, in Smart Fee’s opinion, to put the documents in registrable form.

7.4 Authorised Users

(a) The Practice acknowledges that each of the Authorised Users are duly authorised to bind the Practice in respect of any dealings in connection with this document (including by providing Client Invoices and related documents to Smart Fee). Without limiting the foregoing, each Authorised User is duly authorised to:

(i) contact, correspond and deal with Smart Fee and sign, provide and acknowledge any document or matter in connection with this document (including any Client Invoice and issuing notice of any election to assume the Client’s obligations under an Invoice Payment Agreement) on behalf of the Practice; and

(ii) bind the Practice to the fullest extent permitted by law, on the basis that any acts of the Authorised User (including the execution of any documents or the giving or receipt of any notices) were deemed to be done by the Practice itself.

(b) The Practice may request, by notice to Smart Fee, the substitution or revocation of the authorisation of any Authorised User or nominate any replacement or new Authorised User, and such substitution, revocation, replacement or new appointment (as the case may be) will take effect from the time Smart Fee provides its consent in writing.

(c) Each Authorised User or any other person who signs any constituent parts of this document on behalf of the Practice:

(i) separately warrants and represents to Smart Fee that it is duly authorised to bind the Practice to this document and any document that it signs or issues on the Practice’s behalf in connection with this document (including any Client Invoice); and

(ii) indemnifies and undertakes to keep indemnified, protected, saved and harmless Smart Fee from and against any and all injuries, actions, proceedings, losses and Costs of whatsoever kind and nature arising out of or in connection with any the representation in paragraph (i) above being untrue, misleading (including by way of omission) or incorrect, including in circumstances where the Practice asserts that it is not bound by the acts or omissions of the Authorised User.

7.5 Previous Facilities and terms

(a) If Smart Fee previously entered into funding arrangements with the Practice prior to the Practice being bound by this document, then (unless Smart Fee notifies the Practice otherwise in writing from time to time) the provisions of this document will replace the existing funding arrangements and, without limitation, any references to any ‘Client’, ‘Client Invoice’, ‘Approved Invoice’, ‘Outstanding Amount’, ‘Guarantor’ and ‘Practice’ in this document will include references to the corresponding terms under any previous funding arrangement (as varied pursuant to this document).

(b) From the time the Practice and the Guarantor are bound by this document, this document will be deemed to apply to any funding arrangements with the provisions in this document applying with only such changes as are necessary to give effect to the intention of this paragraph (b). However, noting in this paragraph or this document will be taken to prejudice or in any way limit the rights of Smart Fee in effect prior to the adoption of this document and the Practice and any Guarantor will remain bound by the previous terms if this document is in any way invalid or prejudice’s Smart Fee’s rights under the previous arrangements.

7.6 Confidentiality

The Practice and the Guarantor undertake to maintain the confidentiality of any confidential or proprietary information of Smart Fee and that they will not disclose such information except to the extent reasonably necessary to perform any obligations and exercise any rights provided for under this document or to the extent disclosure is required by law.

7.7 Standard documents

The Practice and the Guarantor acknowledge and agree that Smart Fee may vary the terms of any DDR, Invoice Payment Agreement or any other documents referred to in this document by providing written notice to the Practice from time to time.

8.1 Notices

(a) Any notice or other communication required to be given by this document before any right may be exercised must be:

(i) signed by the party giving it or by its authorised representative or Authorised User (in respect of a notice given by the Practice); and

(ii) delivered by hand or sent by post to the relevant address set out in this document; or

(iii) sent to the relevant email address as notified to the parties from time to time.

(b) A party may change its address or email address for the purpose of notices by giving notice of that change to the other party in accordance with paragraph (a) above.

(c) Notices are taken to be given:

(i) in the case of delivery by hand, when delivered;

(ii) in the case of delivery by post, on the third day after the date of posting;

(iii) if by email, then on the day of emailing, unless an emailed notice of non-delivery is received back to the sending email account. If an email is sent after 4.00pm then the date of receipt will be the day following sending of the email.

(d) Despite the above paragraphs, Smart Fee may issue notices to the Practice through any software or online portal that the Practice has access to from time to time.

8.2 Remedies

(a) The rights and remedies contained in this document are cumulative and are not exclusive of any rights and remedies provided at law.

(b) Any right or remedy which may be exercised, or any determination which may be made, under this document by a party may be exercised or made (or declined to be exercised or made) in the absolute discretion of that party who is not under any obligation to do so or to give reasons for its decision.

(c) To the extent permitted by law, a party is entitled to enforce or take action in respect of any breach of another party’s obligations under this document notwithstanding the termination of this document.

8.3 Costs

The Practice must pay or, to the extent already paid by Smart Fee, reimburse Smart Fee on demand for all costs, claims (including legal costs on a full indemnity basis), liabilities, charges and expenses incurred by Smart Fee, its agents, contractors and employees in connection with Smart Fee enforcing the provisions of this document or the Invoice Payment Agreement.

8.4 Variations

Smart Fee may vary this document at any time by 7 days’ notice in writing to the Practice and the Guarantor. Such variations shall only apply to invoices provided to Smart Fee after the date of notification of the variations.

8.5 Waiver and Consents

No delay or indulgence by either party in enforcing any of the provisions of this document shall prejudice or restrict the rights of that party, nor shall any waiver of those rights operate as a waiver of any subsequent breach.

8.6 Further Assurances

Each party to this document shall do all things and sign, execute and deliver all other documents as may be or reasonably required of it by notice from another party to carry out and give effect to the terms and intentions of this document. Nothing in this clause prevents Smart Fee from recovering its costs and expenses for doing so if this document so provides.

8.7 Assignment

(a) The Practice may not assign or deal with any interest arising in connection with this document without the prior written consent of Smart Fee.

(b) Smart Fee may assign or otherwise deal with any interest arising in connection with this document without the consent of the Practice or the Guarantor.

8.8 Liability of parties

If a party consists of more than one person:

(a) an obligation of those parties is a joint obligation of all of them and a several obligation of each of them;

(b) a right given to those parties is a right given jointly and severally to each of them, and if exercised by one of them, is deemed to be exercised jointly; and

(c) a representation, warranty or undertaking made by those parties is made by each of them.

8.9 When parties bound

(a) The Practice and the Guarantor will be bound by this document from the time it first signs (including by any electronic means) irrespective of whether or not any other intended person signs or fails to sign as Practice or Guarantor, whether or not any date is inserted in the Details at the time the Practice or any Guarantor signs it and whether or not the persons so signing expressly signs in the relevant capacity.

(b) To the extent the law permits and without limiting Smart Fee’s rights otherwise, this document will be binding on each person named as a Guarantor in the Details if they sign this document (whether as ‘Guarantor’, on behalf of the Practice or otherwise).

(c) This document will only be binding on Smart Fee once Smart Fee signs and returns a fully executed copy of it to the Practice.

(d) This document applies to all transactions between the Practice and Smart Fee relating to the funding of invoices for the Practice’s clients.

(e) This document is expressly intended to take effect as a deed, despite any provisions referring to ‘this document’. If this document does not validly take effect as a deed, then it will take effect as an agreement between the relevant parties.

8.10 Covenants for third parties

The Practice and the Guarantor acknowledge and agree that its covenants under this document confer valuable rights for the benefit of each of Smart Fee, any of its assignees and each Indemnified Party, that those rights are conferred in exchange for valuable consideration (including the covenants in favour of the Practice under this document and Smart Fee entering into this document) and that the Principal and the Guarantor are deemed to have received notice of acceptance from those persons of the rights conferred on them (and they will be prevented from denying the same) when Smart Fee signs and returns this document. Smart Fee separately holds its rights under this document on trust for each of the persons referred to in this clause (other than the Practice and the Guarantor).

8.11 Counterparts

This document may be signed or executed in a number of counterparts, with the same effect as if the signatures to or execution of each counterpart were on the same instrument.

8.12 Severability

This document shall, so far as possible, be interpreted and construed so as not to be invalid, illegal or unenforceable in any respect, but if a provision, on its true interpretation or construction is held to be illegal, invalid or unenforceable:

(a) that provision shall, so far as possible, be read down to the extent that it may be necessary to ensure that it is not illegal, invalid or unenforceable and as may be reasonable in all the circumstances so as to give it a valid operation; or

(b) if the provision or part of it cannot effectively be read down, that provision or part of it shall be deemed to be void and severable and the remaining provisions of this document shall not in any way be affected or impaired and shall continue notwithstanding that illegality, invalidity or unenforceability.

8.13 Operation of indemnities

Each indemnity in this document survives the expiry or termination of this document. Smart Fee may recover a payment under an indemnity in this document before it makes the payment in respect of which the indemnity is given.

8.14 Whole agreement

In relation to the subject matter of this document, this document supersedes all oral and written communications by or on behalf of any of the parties.

8.15 Jurisdiction

This document is governed by and construed in accordance with the laws of Queensland and the Commonwealth of Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland. Interpretation

8.16 Interpretation

In the interpretation of this document:

(a) headings are for convenience only and do not affect interpretation of this document;

(b) this document is not to be interpreted against the interests of a party merely because that party proposed this document or some provision in it or because that party relies on a provision of this document to protect itself;

(c) the meaning of general words is not limited by specific examples introduced by specific examples introduced by ‘includes’, ‘including’, ‘such as’ or ‘for example’ (or similar phrases) and such words or examples are not to be construed as words of limitation,

and unless the context otherwise requires:

(d) a reference to ‘writing’ includes a reference to any electronic communication, including any such communication issued, provided or made available via Smart Fee’s website or software applications;

(e) a reference to a clause, schedule, annexure or party is a reference to a clause of, and a schedule, annexure or party to, this document and references to this document include the Details, any schedules or annexures;

(f) a reference to a ‘person’ includes an individual, body corporate, partnership, a joint venture, an unincorporated association, an authority or any other entity or organisation whether or not it comprises a separate legal entity;

(g) a reference to a party includes a reference to the person’s executors, administrators, successors, permitted substitutes, permitted assigns and, in the case of a trustee, includes any substituted or additional trustee;

(h) if a term is defined, its other grammatical forms have a corresponding meaning;

(i) words importing the singular include the plural and vice versa;

(j) if any day on or by which a person must do something under this document is not a Business Day, the person must do it on the next Business Day, unless the obligation is to pay money in which case it must be done on the preceding Business Day; and

(k) a reference to a document or agreement (including this document) is to that document or agreement as amended, supplemented or replaced from time to time.