Terms of Engagement

1. Parties and Scope

Books on Cloud ("Books on Cloud", "we", "us") is a risk, compliance, and governance consultancy based in Australia, providing advisory services internationally. These Terms apply to all engagements with clients located in any jurisdiction ("Client", "you").

Where local law in the Client's jurisdiction imposes mandatory terms that cannot be excluded by contract, those terms shall apply in addition to and, to the extent of any inconsistency, prevail over these Terms.

2. Professional Services

Books on Cloud provides advisory, consulting, assessment, and implementation support services across the GRC spectrum, including but not limited to:

• Enterprise risk management framework design and implementation (ISO 31000, COSO ERM)
• Regulatory compliance program development (AML/CTF, AUSTRAC, APRA, FCA, MAS, FINRA, and equivalent)
• Governance framework architecture and Three Lines of Defence implementation
• Cybersecurity governance and compliance (NIST CSF, ISO 27001, CPS 234, NIS2)
• Internal audit program design and co-sourcing
• Regulatory readiness and prudential review preparation
• Policy and procedure development, training, and culture assessments

3. Engagement Scope and Variation

The agreed scope of services, deliverables, timeline, and fees will be documented in a written Engagement Letter or SOW prior to commencement. Any variation to the agreed scope requires written authorisation by both parties. Books on Cloud reserves the right to adjust fees proportionally in the event of a material change in scope.

4. Fees, Invoicing, and Payment

4.1 Fee Structure

Fees are as agreed in the relevant Engagement Letter or SOW, structured as a fixed project fee, time-and-materials, daily or hourly rate, or retainer, as appropriate to the engagement and jurisdiction.

4.2 Currency and Taxes

Fees are denominated in the currency specified in the Engagement Letter. All fees are exclusive of applicable taxes, duties, and levies (including GST in Australia, VAT in applicable jurisdictions). The Client is responsible for all applicable taxes in their jurisdiction, and for withholding tax obligations where required by local law.

4.3 Payment Terms

Payment is due within 14 days of the invoice date unless otherwise agreed in writing. Where an engagement involves a Client in a jurisdiction with mandatory longer payment terms prescribed by law, the applicable statutory period shall apply.

4.4 Late Payment

Overdue amounts accrue interest at the rate of 10% per annum (or the maximum rate permitted by applicable local law, whichever is lower), calculated daily from the due date. Books on Cloud reserves the right to suspend services where invoices remain unpaid beyond 30 days after the due date.

4.5 Expenses

Reasonable out-of-pocket expenses (including international travel, accommodation, and third-party costs) are invoiced at cost, subject to prior written approval for individual items exceeding USD 500 (or equivalent).

5. Client Obligations

The Client agrees to:

• Provide timely access to relevant personnel, information, systems, and documentation reasonably required for the engagement
• Ensure that all information provided to Books on Cloud is accurate and complete to the Client's knowledge
• Designate an authorised representative with authority to provide instructions and approvals
• Notify Books on Cloud promptly of material changes in the regulatory, organisational, or operational environment relevant to the engagement
• Comply with all applicable laws in connection with their own use of our deliverables and advice

6. Confidentiality

Both parties agree to keep confidential all non-public information disclosed by the other party in connection with an engagement. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law or regulatory authority (subject to prior notice where legally permissible). This obligation survives termination of any engagement for a period of five (5) years, consistent with international professional practice standards.

7. Intellectual Property

Upon full payment of all fees, Books on Cloud assigns to the Client ownership of all written deliverables specifically created for the Client under the engagement. Books on Cloud retains ownership of all methodologies, frameworks, templates, tools, training materials, and know-how used or developed in the course of the engagement. The Client is granted a non-exclusive, perpetual licence to use retained materials for internal purposes.

8. Limitation of Liability

To the maximum extent permitted by applicable law in each relevant jurisdiction:

• Books on Cloud's total aggregate liability arising from any engagement shall not exceed the total fees paid by the Client under that engagement in the preceding 12 months
• Books on Cloud is not liable for indirect, consequential, special, or punitive loss or damage, including loss of profit, revenue, data, reputation, or business opportunity
• These limitations apply regardless of the cause of action and whether in contract, tort, statute, or otherwise

9. Professional Standards and Independence

Books on Cloud delivers all services in accordance with applicable professional standards for the GRC advisory discipline, including relevant guidance from:

• The Institute of Internal Auditors (IIA) — International Professional Practices Framework (IPPF)
• International Organisation for Standardisation (ISO) — ISO 31000, ISO 27001, ISO 37000
• Committee of Sponsoring Organisations of the Treadway Commission (COSO)
• ISACA — COBIT and CRISC frameworks

Our advice does not constitute legal advice. Where legal advice is required, clients should engage appropriately qualified legal counsel in the relevant jurisdiction.

10. Termination

Either party may terminate an engagement by providing 14 days' written notice. Upon termination, the Client shall pay all fees and expenses properly incurred up to the effective termination date. Either party may terminate immediately upon written notice in the event of material uncured breach or insolvency of the other party.

11. Governing Law and Dispute Resolution

These Terms are governed by the laws of South Australia, Australia. The parties agree to the following tiered dispute resolution process:

11.1 Negotiation

In the event of a dispute, the parties shall first attempt to resolve it by good-faith negotiation between senior representatives within 30 days of written notice of the dispute.

11.2 Mediation

If negotiation fails, the dispute shall be referred to mediation administered by one of the following internationally recognised bodies, at the election of the initiating party:

11.3 Arbitration

If mediation fails to resolve the dispute within 60 days, either party may refer the matter to binding arbitration under the rules of the selected institution above. The arbitration shall be conducted in English, with the seat of arbitration in Adelaide, Australia unless otherwise agreed in writing. The arbitral award shall be final and binding and enforceable in any jurisdiction pursuant to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958, to which Australia is a signatory.

11.4 Courts

Notwithstanding the above, either party may seek urgent interlocutory or injunctive relief from a court of competent jurisdiction without first completing the dispute resolution process above.

12. Force Majeure

Neither party shall be liable for delay or failure to perform obligations under these Terms to the extent caused by events beyond that party's reasonable control, including natural disasters, acts of government, pandemic, war, cyberattack, or critical infrastructure failure, provided the affected party provides prompt written notice and uses reasonable efforts to mitigate the impact.

13. Entire Agreement

These Terms, together with the applicable Engagement Letter or SOW, constitute the entire agreement between the parties regarding the relevant engagement and supersede all prior representations, discussions, and agreements. Any amendment to these Terms must be in writing and signed by both parties.