Terms of Business

These Terms of Business ("Terms") apply to the relationship between the Elev8 entity that has entered into or agreed to the relevant Order or Statement of Work ("Elev8") and the Customer identified in that Order or Statement of Work ("Customer"). These Terms, together with any additional terms set out in the Order or Statement of Work, form the entire agreement between the parties and govern the delivery of all Services. Any other terms that the Customer seeks to impose or incorporate — whether implied by trade, custom, practice, or course of dealing — are expressly excluded.

These Terms may only be varied by express written agreement in the Order or Statement of Work. Any such variation that conflicts with these Terms shall take precedence over these Terms for the purposes of the relevant engagement only.

Elev8 may update these Terms from time to time. The version of these Terms published at elev8group.io/terms-of-business on the Commencement Date of the relevant Order or Statement of Work shall form part of the agreement between the parties for that engagement.

Nothing in these Terms obliges either party to enter into an Order or Statement of Work. Once agreed and accepted by Elev8, each Order or Statement of Work is binding on both parties and, together with these Terms, constitutes the contract for the relevant Services. An Order or Statement of Work becomes effective on the date specified within it or, where no such date is stated, on the date it is countersigned by Elev8 ("Commencement Date").

Any quotation, proposal, or descriptive material issued by Elev8 — including brochures, website content, and service descriptions — is provided for indicative purposes only and does not form part of any binding contract unless expressly incorporated into an Order or Statement of Work accepted by Elev8.

The Services provided by Elev8 and governed by these Terms consist of the following service lines. The specific scope of Services to be delivered in any engagement is set out in the relevant Order or Statement of Work.

Calibr8™ Diagnostic Services and Articul8™ Research Services are delivered on the terms set out in the relevant Statement of Work. Advisory Services and Professional Services are made available on acceptance of a relevant Order or Statement of Work, with specific terms set out therein.

Where any Service is described or referenced in Elev8's published policies — including the Analyst Access & Engagement Policy, Research Usage Policy, and Citation & Content Compliance Policy — those policies apply in addition to these Terms and the relevant Order or Statement of Work.

The following definitions apply throughout these Terms, any Order, and any Statement of Work:

A reference to a statute or statutory provision includes all subordinate legislation made under it and any amendment or re-enactment of it. The words "including", "include", "in particular", "for example", and similar expressions are illustrative and do not limit the sense of the words preceding them. A reference to writing includes email.

Subject to the Customer paying the applicable Fees, Elev8 shall deliver the Calibr8™ Diagnostic Services to the Customer in accordance with the Statement of Work in all material respects.

Elev8 shall use reasonable endeavours to meet any performance dates specified in the Statement of Work, but any such dates are estimates only. Time shall not be of the essence for the performance of Calibr8™ Diagnostic Services.

The performance of Calibr8™ Diagnostic Services is contingent on the Customer:

• (a) Promptly providing complete and accurate information, data, and access to relevant personnel as reasonably required by Elev8 to conduct the diagnostic;
• (b) Ensuring that appropriate representatives are available for consultation and review of interim and final Deliverables; and
• (c) Complying with any additional obligations set out in the Statement of Work.

Elev8 reserves the right to amend the scope or delivery of Calibr8™ Diagnostic Services where required by any applicable law or regulatory requirement, or where the amendment does not materially affect the nature or quality of the Services. Elev8 will notify the Customer of any such amendment.

Subject to the Customer paying the applicable Fees, Elev8 shall deliver the agreed Articul8™ Research Services in accordance with the Statement of Work. All Articul8™ research is produced under Elev8's editorial independence policy, as published at elev8group.io/policies.

Where Articul8™ Research Services include vendor evaluations, inclusion criteria, methodology, and evaluation outcomes are determined solely by Elev8 in accordance with its published research methodology. Commercial engagement with Elev8 does not influence the analytical conclusions, scores, or positioning of any vendor in any Articul8™ publication.

External use — including citation, reprinting, and use in marketing materials — of any Articul8™ research Deliverable is governed by Elev8's Citation & Content Compliance Policy and, where applicable, a separate Reprint licence agreement. The Customer may not use any Articul8™ research output externally without first obtaining Elev8's written approval or entering into a Reprint licence.

Elev8 shall use reasonable endeavours to meet any delivery dates specified in the Statement of Work, but any such dates are estimates only. Time shall not be of the essence for the performance of Articul8™ Research Services.

Subject to the Customer paying the applicable Fees, Elev8 shall supply the Advisory Services to the Customer in accordance with the Order or Statement of Work and these Terms.

All Advisory Services are subject to the terms of Elev8's Analyst Access & Engagement Policy, as published at elev8group.io/policies, which defines permitted uses of each session type. The Customer agrees to comply with that policy for the duration of any Advisory Services engagement.

Advisory Services are provided on a confidential basis. Elev8 will not disclose information shared in confidence during Advisory Services engagements to any third party. The Customer shall apply equivalent confidentiality standards to any output, recommendation, or analysis received from Elev8 in the course of Advisory Services.

The performance of Advisory Services is contingent on the Customer:

• (a) Engaging in good faith and providing complete and accurate information as required for Elev8 to provide advice;
• (b) Ensuring that the named engagement holder or their authorised representative attends each session; and
• (c) Complying with any additional obligations set out in the Order or Statement of Work.

Subject to the Customer paying the applicable Fees, Elev8 shall supply the Professional Services (including keynote presentations, facilitated workshops, and speaking engagements) in accordance with the Order or Statement of Work.

The Customer shall not represent Elev8 or Chris Long as a co-host, co-presenter, co-sponsor, or co-producer of any event. Any use of Elev8's name, logo, or branding in connection with Professional Services must comply with Elev8's Citation & Content Compliance Policy and receive Elev8's prior written approval.

The performance of Professional Services is contingent on the Customer:

• (a) Providing all event logistics, technical requirements, and audience information reasonably required by Elev8 in advance of the engagement;
• (b) Ensuring that Elev8 has adequate time and facilities to prepare and deliver the relevant presentation or workshop; and
• (c) Complying with any additional obligations set out in the Order or Statement of Work.

Elev8 reserves the right to amend the details of Professional Services where required by law or where such amendment does not materially affect the nature or quality of the Services. Elev8 will notify the Customer of any such change as soon as reasonably practicable.

Elev8 warrants to the Customer that the Services will be provided using reasonable care and skill. The Customer will give Elev8 a reasonable time to remedy any deficiency in the Services before exercising any other right or remedy available to it.

Elev8 reserves the right to:

• (a) Amend the Services if required by any applicable law or regulatory requirement, or if the amendment does not materially affect the nature or quality of the Services; and
• (b) Suspend delivery of digital assets or tools to address technical issues or make minor technical updates, provided this does not materially affect the Customer's receipt of the Services.

The Customer shall:

• (a) Co-operate with Elev8 in all matters relating to the Services;
• (b) Provide Elev8 with all information and materials reasonably required to supply the Services, ensuring such information is complete and accurate;
• (c) Obtain and maintain all necessary licences, permissions, and consents required for the Services before the Commencement Date;
• (d) Comply with all applicable laws; and
• (e) Comply with any additional obligations set out in the Order or Statement of Work.

If Elev8's performance of any obligation is prevented or delayed by any act or omission of the Customer or any failure by the Customer to perform a relevant obligation ("Customer Default"):

• (a) Elev8 may suspend performance of the Services until the Customer remedies the Customer Default and may rely on the Customer Default to relieve it from performance of its obligations to the extent the Customer Default prevents or delays Elev8's performance;
• (b) Elev8 shall not be liable for any costs or losses sustained by the Customer arising from Elev8's failure or delay to perform in such circumstances; and
• (c) The Customer shall reimburse Elev8 on written demand for any costs or losses incurred by Elev8 arising directly or indirectly from the Customer Default.

Elev8 may charge the Customer for reasonable expenses incurred in connection with the delivery of Services, including travel, accommodation, and subsistence costs and any third-party costs, where these have been agreed in advance or are set out in the relevant Order or Statement of Work.

Fees for all Services are as set out in the relevant Order or Statement of Work. Unless otherwise stated, Elev8 shall invoice the Customer as follows:

The Customer shall pay each invoice submitted by Elev8:

• (a) Within 14 days of the date of the invoice; and
• (b) In full and in cleared funds to a bank account nominated in writing by Elev8. Time for payment is of the essence.

All amounts payable by the Customer are exclusive of applicable taxes (including GST, VAT, or equivalent). Where any taxable supply is made by Elev8, the Customer shall, on receipt of a valid tax invoice, pay the applicable tax amount at the same time as the underlying invoice is due.

If the Customer fails to make any payment by the due date, Elev8 may charge interest on the overdue amount from the due date until payment, whether before or after judgment. Interest shall accrue at 4% per annum above the Reserve Bank of Australia's cash rate from time to time (or, if that rate is below 0%, at 4% per annum).

All amounts due shall be paid in full without any set-off, counterclaim, deduction, or withholding, except for any deduction or withholding of tax required by law.

Elev8 reserves the right to increase Fees for ongoing or retainer-based Services on an annual basis, effective from the relevant anniversary of the Commencement Date, on giving the Customer not less than 60 days' prior written notice.

Where Services are provided on a time and materials basis, Elev8's daily fee rate is calculated on an eight-hour working day. Elev8 may charge 125% of its standard daily rate on a pro-rata basis for work carried out outside standard business hours, where this has been agreed in advance.

All Intellectual Property Rights in or arising from the Services — including all research, analysis, frameworks, methodologies, Deliverables, presentations, and materials produced by Elev8 — shall remain owned by Elev8, unless otherwise expressly agreed in a Statement of Work. This includes all rights in Calibr8™, Articul8™, the Hex-Model™, the Circle System™, and all related proprietary frameworks and tools.

Elev8 grants to the Customer a fully paid-up, non-exclusive, non-transferable, royalty-free licence to use the Deliverables solely for the Customer's own internal, non-commercial purposes. This licence does not permit the Customer to:

• (a) Sub-licence, assign, or transfer the rights granted under this clause to any third party;
• (b) Use any Deliverable or research output externally — including in marketing, sales, press, or investor materials — without Elev8's prior written approval; or
• (c) Use any Deliverable as input to any AI, machine learning, or automated system.

The Customer grants Elev8 a fully paid-up, non-exclusive, royalty-free, perpetual, and irrevocable licence to use any materials provided by the Customer to Elev8 for the purpose of providing the Services. Elev8 may use general ideas and themes developed in the course of providing Services for its own internal and commercial purposes, provided it does not disclose the Customer's confidential information in doing so.

Elev8 may reference the Customer's name and engagement with Elev8 in its own marketing materials and client communications, unless the Customer has notified Elev8 in writing that it does not consent to such use. This right shall survive termination of the relevant Order or Statement of Work.

External citation and use of Elev8's research and branded assets — including by the Customer following the delivery of any Deliverable — is governed by Elev8's Citation & Content Compliance Policy and, where applicable, requires a separate Reprint licence.

Both parties will comply with all applicable requirements of Data Protection Legislation. This clause is in addition to, and does not relieve, remove, or replace, either party's obligations under applicable Data Protection Legislation.

The Customer warrants that it will not provide Elev8 with any personal data other than business contact information required to provide the Services, unless Elev8 has expressly agreed in writing to process additional personal data under these Terms or a separate data processing agreement. In respect of business contact information provided by the Customer, both parties acknowledge that each is an independent data controller for the purposes of applicable Data Protection Legislation.

The Customer shall ensure it has all necessary consents and notices in place to enable the lawful transfer to Elev8 of any personal data provided for the purposes of the Services.

Where Elev8 processes personal data on the Customer's behalf as data processor, it shall:

• (a) Process personal data only to the extent necessary for the performance of the Services and only on the Customer's written instructions, unless required otherwise by applicable law;
• (b) Implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction, or damage;
• (c) Ensure that personnel with access to personal data are subject to appropriate confidentiality obligations;
• (d) Not transfer personal data outside the European Economic Area without ensuring an equivalent level of protection is in place;
• (e) Assist the Customer in responding to data subject requests and in meeting its obligations under Data Protection Legislation;
• (f) Notify the Customer without undue delay on becoming aware of any personal data breach;
• (g) On termination of the relevant Services, delete or return personal data to the Customer as directed in writing, unless required by law to retain it; and
• (h) Maintain complete and accurate records to demonstrate compliance with this clause and permit the Customer to audit such compliance on reasonable notice.

The Customer consents to Elev8 appointing third-party processors to assist in delivering the Services. Elev8 shall enter into written agreements with each third-party processor incorporating obligations substantially similar to those in clause 12.4, and shall remain fully liable for the acts and omissions of any such third-party processor. Elev8 shall provide the Customer with at least ten Business Days' notice of any proposed change to a third-party processor.

Where applicable, Elev8 will comply with the California Consumer Privacy Act 2018 in respect of Consumer Personal Information processed on the Customer's behalf, including providing the Customer with access to, and deletion of, such information within ten Business Days of a written request, and not selling or otherwise making such information available to third parties for commercial gain.

Nothing in these Terms limits or excludes Elev8's liability for:

• (a) Death or personal injury caused by its negligence or the negligence of its employees, agents, or subcontractors;
• (b) Fraud or fraudulent misrepresentation; or
• (c) Any other liability that cannot be limited or excluded by applicable law.

Subject to clause 13.1, Elev8 shall not be liable to the Customer — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — for any of the following types of loss, arising under or in connection with the Services:

Subject to clause 13.1, Elev8's total aggregate liability to the Customer — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — arising under or in connection with the Services shall not exceed 100% of the total Fees paid by the Customer under the relevant Order or Statement of Work to which the liability relates, in the twelve months preceding the event giving rise to the claim.

Implied terms relating to description, quality, fitness for purpose, or time of performance are excluded from the agreement between the parties to the fullest extent permitted by applicable law.

This clause 13 shall survive termination of the agreement for any reason.

Each agreement for Services commences on the Commencement Date and continues for the period set out in the relevant Order or Statement of Work, unless terminated earlier in accordance with this clause 14.

Unless stated otherwise in the Order or Statement of Work, Elev8 may terminate any Order, Statement of Work, or Service at any time by giving the Customer not less than six months' written notice.

Where the Order expressly permits the Customer to terminate on an anniversary or other specified date, the Customer may do so by giving Elev8 not less than 60 days' prior written notice before that date.

Either party may terminate any or all Services with immediate effect by giving written notice to the other if:

• (a) The other party commits a material breach of any term of the Order, Statement of Work, or these Terms and (if remediable) fails to remedy it within 28 days of written notice to do so;
• (b) The other party enters administration, liquidation, or any arrangement with creditors, has a receiver appointed, or ceases to carry on business; or
• (c) The other party suspends or ceases to carry on all or a substantial part of its business.

Elev8 may terminate or suspend any Services with immediate effect by written notice if the Customer fails to pay any amount due by the due date for payment.

Where Elev8 terminates a retainer or subscription-based Service for convenience under clause 14.2, it shall repay to the Customer a pro-rata portion of any Fees paid in advance for the period following the date of termination.

On termination, the Customer shall immediately pay all outstanding invoices and any accrued interest. In respect of Services supplied but not yet invoiced, Elev8 shall issue an invoice, which shall be payable by the Customer on receipt.

On termination, each party shall return or securely destroy all copies of the other party's confidential information in its possession, to the extent reasonably practicable and not required for the performance of any surviving obligations.

Termination does not affect any rights, remedies, obligations, or liabilities that have accrued up to the date of termination, including the right to claim damages for any breach existing at or before termination. Clauses that by implication are intended to survive termination shall continue in full force and effect.

Neither party shall be in breach of or liable for delay in performing any obligation if such delay or failure results from events or circumstances beyond its reasonable control. If Elev8 is prevented from performing the Services by such a cause for more than 30 consecutive days, the Customer may terminate the affected Services on written notice, without liability to either party.

Elev8 may assign, subcontract, delegate, or otherwise deal with any of its rights and obligations under any agreement with the Customer. The Customer may not assign, transfer, or otherwise deal with any of its rights or obligations without Elev8's prior written consent.

Each party undertakes not to disclose to any person any confidential or proprietary information of the other party — including business affairs, customers, clients, or suppliers — except:

• (a) To its employees, officers, subcontractors, or advisers who need to know it to perform obligations under the agreement, provided such persons are bound by equivalent confidentiality obligations; or
• (b) As required by law, a court, or a regulatory or governmental authority.

Neither party shall use the other's confidential information for any purpose other than performance of its obligations under the relevant agreement.

These Terms, together with the relevant Order or Statement of Work, constitute the entire agreement between the parties in respect of the relevant Services and supersede all prior agreements, representations, and understandings. Neither party relies on any statement or representation not set out in these Terms or the Order or Statement of Work. Nothing in this clause excludes liability for fraud.

No variation of these Terms or any Order or Statement of Work shall be effective unless it is in writing and signed by both parties or their authorised representatives.

A waiver of any right or remedy is effective only if given in writing. A failure or delay by a party to exercise any right or remedy does not constitute a waiver of that right or remedy, nor does it prevent or restrict further exercise of that or any other right or remedy.

If any provision of these Terms is found to be invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the relevant provision shall be deemed deleted. Any modification or deletion shall not affect the validity and enforceability of the remaining provisions.

Notices under these Terms shall be in writing and delivered by hand, pre-paid recorded post to the party's registered office or principal place of business, or by email. Notices sent by email shall be deemed received on the next Business Day after transmission. Legal notices to Elev8 should be addressed to legal@elev8group.io.

Elev8 is committed to sustainable and ethical business practices, including minimising physical waste, supporting flexible and remote working, and complying with applicable employment and modern slavery legislation — including the Australian Modern Slavery Act 2018 — in all territories in which it operates.

Unless they expressly state otherwise, these Terms, any Order, and any Statement of Work do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 or any equivalent legislation to enforce any term of these Terms.

The governing law and jurisdiction applicable to any agreement formed under these Terms shall be as follows:

• (a) Where the contracting Elev8 entity is an Australian entity: these Terms shall be governed by the laws of New South Wales, Australia, and the parties submit to the exclusive jurisdiction of the courts of New South Wales.
• (b) Where the contracting Elev8 entity is a UK entity: these Terms shall be governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
• (c) Where the contracting Elev8 entity is a US entity: these Terms shall be governed by the laws of the State of California, and the parties submit to the exclusive jurisdiction of the state and federal courts of California.