CONSULTING ENGAGEMENT AGREEMENT

CORAZ Pty Ltd × Consystex Pty Ltd
Date of Agreement: [DATE OF EXECUTION]
Confidential — Commercial-in-Confidence

PARTIES

Consultant

CORAZ Pty Ltd

ACN: 696 741 885 | ABN: 57 696 741 885

Address: 10 Barton Avenue, Haberfield NSW 2045

Representative: Daniel Lopez, Director

Notice email: [CORAZ notice email]

(“CORAZ” or the “Consultant”)

Client

Consystex Pty Ltd

ACN: 160 650 368 | ABN: 14 160 650 368

Address: Unit 1, 62 Marigold Street, Revesby NSW 2212

Representative: Mariano Villaescusa, Director

Notice email: [Consystex notice email]

(“Consystex” or the “Client”)

Each a “Party”, together the “Parties”.


RECITALS

A. CORAZ is a strategic consulting firm providing advisory, technology, and digital transformation services.

B. Consystex is an Australian manufacturer of concrete column formwork products with operations in Sydney, Melbourne, and Brisbane.

C. The Parties have freely negotiated this Agreement on equal footing, having regard to the fees payable, the nature of the services, and the risk allocation set out in the liability, indemnity, and insurance provisions. Each Party acknowledges that the commercial terms are reasonably necessary to protect its legitimate interests.


PART 1 — MASTER AGREEMENT

1. DEFINITIONS

“Agreement” means this Consulting Engagement Agreement including all Parts, Schedules, and Module Order Forms executed under it.

“Authorised Representative” means, for CORAZ, Daniel Lopez, and for Consystex, Mariano Villaescusa, or such other person as each Party nominates in writing.

“Authorised User” means a named individual authorised by Consystex to access and use the CORAZ Platform under a paid subscription.

“Business Day” means a day that is not a Saturday, Sunday, or public holiday in New South Wales.

“Commencement Date” means the date this Agreement is executed by both Parties.

“Confidential Information” means all non-public information disclosed by one Party to the other in connection with this Agreement, including business strategies, financial data, product specifications, customer data, pricing, and system architecture. It does not include information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was already known to the recipient without restriction; (c) is independently developed without use of the other Party’s Confidential Information; (d) is lawfully received from a third party without restriction; or (e) is required to be disclosed by law, court order, or regulator (subject to clause 3.3).

“Consequential Loss” means any indirect or consequential loss, including loss of profit, loss of revenue, loss of anticipated savings, loss of opportunity, loss of data, or loss of goodwill.

“CORAZ Platform” means the custom software platform developed and hosted by CORAZ under Path 3, comprising the Foundation layer and selected Modules, delivered as a subscription service.

“Deliverable” means any work product, report, document, system, module, or other output produced by CORAZ under this Agreement, excluding the CORAZ Platform and CORAZ Materials.

“CORAZ Materials” means CORAZ’s pre-existing and independently developed intellectual property, including its tools, systems, templates, methodologies, frameworks, platform architecture, and any improvements to them.

“Engagement” means the services provided by CORAZ under this Agreement.

“Expenses” has the meaning given in clause 7.

“Fees” means the amounts payable under this Agreement, including Hourly Fees, Build Fees, Subscription Fees, and Expenses.

“Foundation” means the mandatory technology infrastructure layer of the CORAZ Platform, as described in clause 18.2 and Schedule C.

“GST” has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

“Hourly Rate” means the applicable rate in Schedule A.

“Key Person” means Daniel Lopez.

“Module” means a discrete functional component of the CORAZ Platform described in Schedule C.

“Module Order Form” means a written order signed by both Parties commissioning a Module.

“Path” means Path 1, Path 2, or Path 3 as described in Part 3.

“Personal Information” has the meaning given in the Privacy Act 1988 (Cth).

“Pre-Engagement Work Product” means materials produced by CORAZ prior to the Commencement Date in contemplation of this Engagement, including the strategic consulting package, IT security assessment, engineering validation, knowledge graph system, and associated files.

“Subscription” means the per-user monthly subscription entitling Consystex to access and use the CORAZ Platform, as described in clause 19.

“Subscription Fees” means the fees payable under clause 19 at the rates in Schedule A.

“Term” means the duration of the Engagement as specified in the applicable Path description.


2. APPOINTMENT

2.1 Consystex appoints CORAZ as its strategic consultant on the terms of this Agreement from the Commencement Date.

2.2 CORAZ will perform the services with reasonable skill, care, and diligence consistent with professional standards applicable to strategic consulting and technology services.

2.3 CORAZ is engaged as an independent contractor. Nothing in this Agreement creates a relationship of employment, partnership, or joint venture. CORAZ is responsible for its own tax and superannuation obligations.


3. CONFIDENTIALITY

3.1 Each Party must keep the other Party’s Confidential Information strictly confidential and must not disclose it to any third party without the prior written consent of the disclosing Party.

3.2 A Party may disclose Confidential Information to its employees, contractors, advisers, or legal representatives on a need-to-know basis, provided they are bound by confidentiality obligations no less stringent than those in this clause. Each Party is responsible for any breach by such persons as if it were its own breach.

3.3 If a Party is required by law, court order, or regulator to disclose Confidential Information, it must (where legally permitted) give the other Party prompt written notice and limit the disclosure to the minimum required.

3.4 Each Party acknowledges that damages may be an inadequate remedy for breach of this clause and that the other Party is entitled to seek specific performance and injunctive relief without proof of loss.

3.5 This clause survives termination for five (5) years.


4. INTELLECTUAL PROPERTY

4.1 CORAZ Materials. All intellectual property in CORAZ Materials, Pre-Engagement Work Product, and the CORAZ Platform (including the Foundation, Modules, source code, database schemas, and architecture) remains the sole property of CORAZ.

4.2 Pre-Engagement Work Product — limited licence. CORAZ grants Consystex a limited, revocable, non-transferable, non-exclusive licence to use the Pre-Engagement Work Product during the Term solely for internal business purposes connected with the Engagement. On termination for any reason, Consystex must cease all use and return or destroy all copies within ten (10) Business Days, and certify destruction in writing on request.

4.3 Deliverables. Subject to full payment of all Fees, intellectual property in Deliverables specifically created for Consystex under this Agreement (excluding CORAZ Materials and the CORAZ Platform) vests in Consystex on payment.

4.4 Consystex Data. All data entered by or on behalf of Consystex into the CORAZ Platform (including customer, employee, financial, and operational data) is and remains the property of Consystex at all times. CORAZ has no rights in Consystex Data other than the right to use it solely to operate, support, and improve the CORAZ Platform for Consystex.

4.5 CORAZ Platform — no transfer of ownership. Consystex’s right to use the CORAZ Platform is solely by way of the Subscription in clause 19. No title or ownership in the CORAZ Platform passes to Consystex. Consystex must not reverse engineer, decompile, copy, or attempt to derive the source code of the CORAZ Platform or any Module.

4.6 Moral rights consent. To the extent permitted by the Copyright Act 1968 (Cth), CORAZ will procure that each of its personnel who contributes to a Deliverable consents to acts or omissions that would otherwise infringe their moral rights, including reproduction, adaptation, and non-attribution, solely in relation to Consystex’s reasonable internal business use of that Deliverable.

4.7 Residuals. Nothing in this Agreement restricts CORAZ from using generic knowledge, know-how, ideas, concepts, techniques, or skills retained in the unaided memory of its personnel, provided no Confidential Information of Consystex is disclosed.

4.8 Third-party tools. Where CORAZ recommends or implements third-party products under Path 1 or Path 2, the intellectual property and licensing terms of those products are governed by the relevant third-party agreements.


5. FEES AND PAYMENT

5.1 Consystex must pay the Fees set out in Schedule A and in the Path description for the selected Path.

5.2 All Fees are exclusive of GST. Where GST is payable on a supply, the recipient must pay the supplier an additional amount equal to the GST payable. CORAZ will issue a valid tax invoice for each taxable supply.

5.3 Invoicing.

5.4 Signing deposit. Consystex must pay a deposit of 20% of the estimated total Fees for the selected Path before CORAZ is obligated to commence services. The deposit is applied against the earliest invoices issued and is non-refundable.

5.5 Invoices are payable within fourteen (14) days of the invoice date.

5.6 Disputed invoices. If Consystex disputes any invoiced amount, Consystex must (a) pay the undisputed portion by the due date, and (b) notify CORAZ in writing of the basis of the dispute within seven (7) days of the invoice date. Disputes are escalated under clause 15. Failure to notify within seven days constitutes acceptance of the invoice.

5.7 Module sign-off. On completion of a Module, CORAZ will notify Consystex in writing. Consystex has ten (10) Business Days to (a) provide written sign-off, or (b) identify material deficiencies in writing. If no response is received within ten Business Days, the Module is deemed accepted.

5.8 No set-off. Consystex must pay all invoices in full without set-off, deduction, counterclaim, or withholding, except to the extent amounts are disputed under clause 5.6.

5.9 Late payment. If any amount is unpaid by the due date, interest accrues daily at 10% per annum on the outstanding amount from the due date until payment. CORAZ may also suspend services (including access to the CORAZ Platform) on five (5) Business Days’ written notice until all amounts are paid.

5.10 Rate review. Rates are fixed for the initial Term. CORAZ may revise rates and Subscription tiers for any renewal period by giving Consystex 60 days’ written notice prior to the renewal date.


6. EXPENSES

6.1 Consystex will reimburse CORAZ for reasonable out-of-pocket Expenses incurred in connection with the Engagement, at cost with no markup. Reimbursable Expenses are described in Schedule B.

6.2 For any single Expense exceeding $2,500 ex-GST, CORAZ will seek Consystex’s prior written approval (email acceptable). Approval must not be unreasonably withheld or delayed.

6.3 Expenses are invoiced monthly in arrears. CORAZ will provide receipts or reasonable evidence on request.


7. TERMINATION

7.1 Minimum committed Term. Neither Party may terminate for convenience under clause 7.2 within the first six (6) months of the Commencement Date for Path 1, or the first twelve (12) months for Path 2 or Path 3.

7.2 Termination for convenience. After the minimum committed Term, either Party may terminate by giving written notice of:

7.3 Termination for cause. Either Party may terminate immediately by written notice if the other Party:

7.4 Termination for non-payment. CORAZ may terminate immediately by written notice if Consystex fails to pay any invoiced amount within 30 days of the due date and the amount remains unpaid for a further 5 Business Days after a written notice to pay.

7.5 Effect of termination. On termination:

7.6 Path upgrade. Consystex may upgrade from Path 1 to Path 2, or from Path 2 to Path 3, at any time on 14 days’ written notice. Consystex may not downgrade.


8. LIMITATION OF LIABILITY

8.1 To the maximum extent permitted by law, CORAZ’s total aggregate liability to Consystex under or in connection with this Agreement (including for breach of contract, tort (including negligence), statute (including Part 7.10 of the Corporations Act 2001 (Cth) and any State or Territory Fair Trading Act), equity, or otherwise) is limited to the greater of:

8.2 To the maximum extent permitted by law, neither Party is liable to the other for any Consequential Loss arising under or in connection with this Agreement, however caused.

8.3 The cap in clause 8.1 applies to and includes any amount payable by CORAZ under any indemnity in this Agreement.

8.4 Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term, implied or imposed by any applicable law (including the Australian Consumer Law) where to do so would be unlawful or cause any part of this Agreement to be void.


9. INDEMNITY AND PROPORTIONATE LIABILITY

9.1 Each Party (“Indemnifying Party”) indemnifies the other Party and its officers, employees, and agents against any loss, damage, cost, or liability (including reasonable legal costs) arising from the Indemnifying Party’s:

except to the extent caused or contributed to by the indemnified Party.

9.2 A Party claiming under an indemnity must (a) give written notice within 10 Business Days of becoming aware of the claim; (b) not admit liability, settle, or compromise without the indemnifying Party’s written consent; and (c) allow the indemnifying Party to control the defence and any settlement.

9.3 The Parties agree that the proportionate liability regime under Part 4 of the Civil Liability Act 2002 (NSW) applies to any apportionable claim under or in connection with this Agreement. The Parties have not contracted out of that regime.


10. PRIVACY AND DATA PROTECTION

10.1 Each Party must comply with the Privacy Act 1988 (Cth), the Australian Privacy Principles, and any applicable notifiable data breach laws (together, Privacy Laws) in connection with Personal Information handled under this Agreement.

10.2 CORAZ will collect, use, hold, and disclose Personal Information about Consystex’s employees, contractors, or customers only to the extent necessary to perform the services and in accordance with Consystex’s written directions.

10.3 CORAZ will implement and maintain reasonable physical, technical, and organisational security measures to protect Personal Information against unauthorised access, use, disclosure, or loss (APP 11).

10.4 Data location. Consystex Data and Personal Information held by CORAZ in connection with the CORAZ Platform will be hosted in Australia (AWS Sydney region or equivalent onshore infrastructure) unless otherwise agreed in writing.

10.5 Breach notification. Each Party will notify the other as soon as practicable, and in any event within 48 hours, of becoming aware of any actual or suspected “eligible data breach” (as defined in Part IIIC of the Privacy Act) involving Personal Information handled under this Agreement. The Parties will cooperate in good faith to investigate, remediate, and, if required, notify affected individuals and the Office of the Australian Information Commissioner.

10.6 Return or destruction. On termination, CORAZ will, at Consystex’s election, return Consystex Data in a commonly used machine-readable format (CSV or SQL export) or securely destroy it, in each case within 30 days, and provide a written certificate of destruction on request. CORAZ may retain Personal Information only to the extent required by law.

10.7 De-identified operational data. CORAZ may retain and use de-identified and aggregated operational data for service improvement, analytics, and benchmarking purposes.


11. INSURANCE

11.1 CORAZ will maintain for the Term, at its cost:

11.2 CORAZ will provide certificates of currency on Consystex’s reasonable request.


12. KEY PERSONNEL AND SUBCONTRACTING

12.1 Daniel Lopez is the Key Person for the Engagement and the primary escalation contact for Consystex during the Term. CORAZ will not remove or replace the Key Person as engagement lead without Consystex’s written consent, which must not be unreasonably withheld.

12.2 CORAZ may engage subcontractors to assist in delivery, provided CORAZ remains responsible for their acts and omissions as if its own, and flows down confidentiality and intellectual property obligations equivalent to those in this Agreement.


13. NON-SOLICITATION

13.1 During the Term and for 12 months after termination, neither Party may directly or indirectly solicit for employment or engagement any personnel of the other Party who has been materially involved in the Engagement, without the other Party’s prior written consent.

13.2 A general advertisement or recruitment campaign not specifically targeted at the other Party’s personnel is not a breach of this clause.


14. CONFLICT OF INTEREST

14.1 CORAZ will notify Consystex of any actual or potential conflict of interest that arises during the Term.

14.2 CORAZ is not restricted from providing services to other clients (including within the building products industry), provided Consystex’s Confidential Information is not disclosed or used for the benefit of any other client.


15. DISPUTE RESOLUTION

15.1 If a dispute arises between the Parties in connection with this Agreement (“Dispute”), the Parties must attempt to resolve it through the following process before commencing court proceedings:

15.2 Nothing in this clause prevents a Party from seeking urgent injunctive or declaratory relief from a court of competent jurisdiction.


16. GOVERNING LAW AND JURISDICTION

16.1 This Agreement is governed by the laws of New South Wales, Australia.

16.2 Each Party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and any courts with jurisdiction to hear appeals.


17. GENERAL

17.1 Entire agreement. This Agreement constitutes the entire agreement between the Parties. Each Party acknowledges that it has not relied on any representation, warranty, or statement not expressly set out in this Agreement and waives any claim based on any such representation to the maximum extent permitted by law.

17.2 Amendments. No amendment is effective unless in writing and signed by both Parties.

17.3 Waiver. A failure or delay in exercising any right does not operate as a waiver of that right.

17.4 Severability. If any provision is held invalid, it is to be read down to the extent necessary to give it effect, or severed if it cannot be read down. The remainder continues in full force.

17.5 Assignment. Neither Party may assign its rights or obligations without the other Party’s prior written consent (not to be unreasonably withheld). CORAZ may, without consent, assign or novate this Agreement to a related body corporate (as defined in the Corporations Act 2001 (Cth)). Either Party may assign its right to receive payment without consent.

17.6 Counterparts and electronic execution. This Agreement may be executed in counterparts, including by electronic signature. An electronic signature is binding as if original. Execution by counterparts is valid under the Electronic Transactions Act 1999 (Cth) and the Electronic Transactions Act 2000 (NSW).

17.7 Notices. A notice under this Agreement must be in writing and sent by email to the Authorised Representative of the receiving Party at the email address recorded in the Parties section or subsequently notified in writing. A notice is taken to be received on transmission unless the sender receives an automated delivery failure notification.

17.8 Force majeure. Neither Party is liable for any delay or failure caused by circumstances beyond its reasonable control, provided the affected Party notifies the other promptly and uses reasonable efforts to minimise the impact. If a force majeure event continues for more than 60 days, either Party may terminate this Agreement by written notice.


PART 2 — IT REMEDIATION SCOPE

This Part applies to all Paths from the Commencement Date.

18. IT REMEDIATION SERVICES

18.1 CORAZ will provide IT remediation services following the outcome of the court hearing currently scheduled for 22 April 2026, or such other date as the Parties agree.

18.2 IT remediation will be delivered under one of the following scenarios, confirmed by CORAZ in writing once the court outcome is known:

Scenario A — Court grants IT administrator access:

Scenario B — No court resolution:

18.3 Under both scenarios, CORAZ will also deliver DNS and domain management for consystex.au and alternate domains, hardware procurement advice, staff onboarding to Google Workspace, and documented handover of admin credentials to Mariano Villaescusa.

18.4 Fees. IT remediation services are charged at $250 per hour ex-GST. Hardware, software licences, and other out-of-pocket costs are reimbursed as Expenses under Schedule B.


PART 3 — STRATEGIC PATH SELECTION

Consystex selects one Path at execution by completing the Path Selection Declaration at the end of this Part. Consystex may upgrade at any time on 14 days’ written notice. Consystex may not downgrade.


PATH 1 — THE STEADY HAND

Philosophy: Run a great business. Tighten operations. When the time comes to exit, do it from a position of strength.

Scope (clauses 19.1–19.8)

Under Path 1, CORAZ will provide:

19.1 IT Remediation — as described in Part 2.

19.2 Google Workspace implementation — provisioning, configuration, user migration, and ongoing management on consystex.au.

19.3 CRM implementation — selection, configuration, and deployment of a CORAZ-recommended third-party CRM platform (options include HubSpot CRM, Zoho CRM, Pipedrive; final selection jointly agreed).

19.4 ERP integration — selection, configuration, and deployment of a CORAZ-recommended third-party ERP or accounting platform (options include Xero, Cin7, MYOB Business; final selection jointly agreed).

19.5 Governance cleanup — advisory support for ASIC registered address update, directorship review, and governance baseline remediation.

19.6 Operational review — structured review of core operational processes to identify margin improvement opportunities. One written report with recommendations.

19.7 Financial health advisory — periodic advisory to support exit-readiness preparation over the Term.

19.8 Strategic advisory — monthly advisory engagement (up to two hours per month) covering business priorities, market conditions, and strategic decisions.

Fees and Term

Rate: $250 per hour ex-GST.

Estimated hours: 160 hours = $40,000 ex-GST (indicative only).

Initial Term: 12 months, renewable by written agreement.


PATH 2 — POSITION FOR ACQUISITION

Philosophy: Deliberate investments to increase enterprise value. Exit at the multiple this business deserves.

Scope (all Path 1 services plus clauses 20.1–20.4)

20.1 BIM library development — development of Consystex BIM object library for integration into BIMObject, NBS Source, and Autodesk Seek.

20.2 EPD certification process — advisory and project management for Environmental Product Declaration certification of core product range.

20.3 Melbourne/Brisbane operational consolidation — structured review and written consolidation plan.

20.4 Acquisition preparation — Information Memorandum, indicative valuation advisory, and acquisition readiness remediation. CORAZ’s role is advisory and documentation only and does not extend to acting as broker.

Fees and Term

Rate: Path 2 add-on services at $350 per hour ex-GST. Path 1 services continue at $250 per hour ex-GST.

Estimated additional hours: 320 hours = $112,000 ex-GST. Combined Path 1 + 2 estimate: $152,000 ex-GST.

Initial Term: 18–24 months, confirmed in writing once a project plan is agreed.


PATH 3 — BUILD SOMETHING SIGNIFICANT

Philosophy: Build the infrastructure that turns a great business into a dominant one. A cost, a timeline, a plan.

21. CORAZ PLATFORM — BUILD AND DELIVERY

21.1 Under Path 3, CORAZ will design, build, and deliver the CORAZ Platform, comprising the Foundation (mandatory) and Modules selected by Consystex through Module Order Forms.

21.2 Foundation (mandatory). Before any Module commences, CORAZ will build the Foundation, comprising authentication and user management, core database architecture, API layer, Google Workspace integration, admin dashboard, and system health monitoring. Foundation build: 160 hours at $350/hr ex-GST = $56,000 ex-GST.

21.3 Modules. Following Foundation completion, Consystex may commission Modules from Schedule C in any order. Each Module is commissioned by a signed Module Order Form. Modules are built sequentially unless the Parties agree in writing to parallel development.

21.4 Consulting advisory. Strategic oversight, requirements definition, project management, and AI workflow design are charged at $350 per hour ex-GST, separately from Module build hours. Consulting hours have no cap and are invoiced monthly in arrears.

21.5 Estimated total Build Fee. Foundation + all 30 Modules = 960 hours = $336,000 ex-GST (indicative; actual cost determined by Modules ordered).

21.6 Initial Term of engagement: 3 years from the Commencement Date, renewable by agreement.

22. CORAZ PLATFORM — SUBSCRIPTION SERVICE

22.1 Subscription right. Upon delivery of the Foundation and any Module, Consystex becomes entitled to access and use that component of the CORAZ Platform subject to the Subscription in this clause.

22.2 Hosting. The CORAZ Platform is hosted by CORAZ on Amazon Web Services (Sydney region) in a dedicated single-tenant environment for Consystex. CORAZ is responsible for platform operations, security patches, backups, and disaster recovery.

22.3 Subscription Fees. Consystex pays monthly Subscription Fees per Authorised User at the tiered rates in Schedule A. Subscription Fees commence on the first calendar month following delivery of the Foundation, regardless of Module count.

22.4 Invoicing. Subscription Fees are invoiced monthly in advance, calculated on the number of Authorised Users as at the first day of the month. Adjustments for mid-month changes are applied in the following month’s invoice.

22.5 Support and service levels.

22.6 Suspension for non-payment. CORAZ may suspend Consystex’s access to the CORAZ Platform on 5 Business Days’ written notice if Subscription Fees remain unpaid beyond the due date. Suspension does not terminate the Subscription.

22.7 Termination of Subscription. CORAZ may, in its discretion, elect one of the following on termination of the Subscription (whether under clause 7 or for non-payment):

22.8 Data on termination. Regardless of the option elected under clause 22.7, Consystex’s entitlement to return of Consystex Data under clause 10.6 applies.

23. PATH 3 FEES SUMMARY

Component Fee Basis
Foundation Build $56,000 ex-GST One-off, 50/50 kickoff/sign-off
Modules (as commissioned) per Schedule C, $350/hr One-off per Module Order Form
Consulting advisory $350/hr ex-GST Monthly in arrears, no cap
Subscription (per Authorised User per month) $50 (Basic) / $150 (Power) ex-GST Monthly in advance, commences post-Foundation delivery

PATH SELECTION DECLARATION

Complete at execution. Select one Path.

PATH 1 — The Steady Hand
I / We select Path 1 at $250/hr ex-GST.

PATH 2 — Position for Acquisition
I / We select Path 2 at the rates in clauses 19 and 20.

PATH 3 — Build Something Significant
I / We select Path 3: Build Fees at $350/hr ex-GST plus Subscription Fees per Schedule A.


SCHEDULE A — RATES AND SUBSCRIPTION

Hourly Rates (ex-GST)

Service category Rate
Path 1 — IT remediation, CRM/ERP implementation, governance, operational advisory $250.00
Path 2 add-ons — BIM, EPD, consolidation, acquisition preparation $350.00
Path 3 — CORAZ Platform Build + consulting advisory $350.00

CORAZ Platform Subscription (per Authorised User per month, ex-GST)

Tier Rate Description
Basic $50.00 Standard access: Tier 1 and Tier 2 Modules, standard reporting
Power $150.00 Full access: all Modules, admin functions, AI-enhanced features, advanced reporting

All rates are in Australian dollars and exclude GST. Rates are fixed for the initial Term. CORAZ may revise rates for renewal periods on 60 days’ written notice.


SCHEDULE B — EXPENSE POLICY

Reimbursable Expenses (at cost, no markup):

Category Examples
Hardware Workstations, servers, network switches, routers, cables
Software licences Google Workspace, third-party CRM/ERP licence fees, development tools
Travel to site Fuel, parking, or public transport to Consystex facilities
Consumables USB drives, external hard drives for backup or deployment

Not reimbursable: CORAZ office costs, general overheads, equipment owned by CORAZ before the Engagement, or any expense not directly attributable to Consystex.

All reimbursable Expenses require a receipt or tax invoice. Expenses exceeding $2,500 ex-GST require prior written approval (clause 6.2).


SCHEDULE C — MODULE CATALOGUE (PATH 3)

Foundation is mandatory. Modules are commissioned by Module Order Form. Build rate $350/hr ex-GST.

Foundation (mandatory)

Component Hours Price (ex-GST)
Authentication, user management, database, API, Google Workspace integration, admin dashboard, health monitoring 160 $56,000

Tier 1 — Standard Modules (15 hours / $5,250 each)

Suppliers · Competitors · Quality · Compliance · Safety · Training · Recruitment · Vault

Tier 2 — Operational Modules (25 hours / $8,750 each)

Manufacturing · Logistics · Supply-Chain · Sales · Customers · Marketing · Projects · Risk · Insurance

Tier 3 — Complex Modules (40 hours / $14,000 each)

Products · Engineering · Assets · Legal · Strategy · Performance · Research · Sustainability

Tier 4 — AI-Enhanced Modules (27 hours / $9,450 each)

People · IP · Governance · CORAZ-Control · Finance

Hour Summary

Layer Hours Cost (ex-GST)
Foundation 160 $56,000
Tier 1 (8 modules) 120 $42,000
Tier 2 (9 modules) 225 $78,750
Tier 3 (8 modules) 320 $112,000
Tier 4 (5 modules) 135 $47,250
Total — Foundation + all 30 Modules 960 $336,000

Consystex is not obligated to commission all Modules. Module Order Forms govern each Module.


MODULE ORDER FORM (TEMPLATE)

Module Order Form No.: [MOF-XXX]

Date: [DATE]

Agreement Reference: Consulting Engagement Agreement dated [DATE]


Module: [Module name]

Tier: [1 / 2 / 3 / 4]

Estimated Hours: [X hours]

Build Fee (ex-GST): $[Amount]

GST: $[Amount]

Total (inc-GST): $[Amount]


Kickoff payment (50%): $[Amount] inc-GST — due on signing

Sign-off payment (50%): $[Amount] inc-GST — due per clause 5.7


Estimated start date: [DATE]

Estimated completion: [DATE]

Signed for CORAZ Pty Ltd — Daniel Lopez, Director — Date: __________

Signed for Consystex Pty Ltd — Mariano Villaescusa, Director — Date: __________


EXECUTION

Executed as an agreement.


EXECUTED by CORAZ Pty Ltd ACN 696 741 885 in accordance with section 127 of the Corporations Act 2001 (Cth):

Signature of Sole Director:

Name: Daniel Lopez

Date:


EXECUTED by Consystex Pty Ltd ACN 160 650 368 in accordance with section 127 of the Corporations Act 2001 (Cth):

Signature of Sole Director:

Name: Mariano Villaescusa

Date:


End of Agreement