Wingman Group

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Terms & Conditions

(February 2026)

Background

Wingman Group Pty Ltd (“Wingman”) provides managed services to Clients in Australia under this Agreement. These services are delivered through Remote Professionals engaged by Wingman’s affiliate, Philippines Resources Pte Ltd, or by any other approved engagement structure (including Employer of Record providers) as determined by Wingman from time to time.

1. Summary of Fundamental Terms

Below is a summary of the fundamental terms set out in these Terms. This summary does not replace the substantive terms of this document. It is important that the Client reviews all of the provisions set out in these Terms in their entirety prior to execution of this document.

  1. Equipment for Remote Professionals: Wingman validates basic equipment and resources for Remote Professionals to perform Services. Where additional equipment is required by the Client, the Client must provide these at their cost. Wingman may, at its discretion, procure additional equipment on the Client’s behalf for reimbursement, or help facilitate equipment provision through third-party providers. Please refer to clause 3.3 for more information.
  2. Client Obligations: Clause 4 sets out various obligations on the Client in respect of the Services. Please review this clause in detail.
  3. Remote Professionals: Clause 5 sets out provisions relating to the Remote Professionals provided as part of the Services, including without limitation relating to the conditions of work, selection process, paid time off, contract termination, serious misconduct or underperformance, and replacement.
  4. Review of Fees: Wingman may revise the Fees at any time during the Term by giving the Client at least 90 days’ written notice. If the Client does not agree to any amended Fees, the Client must notify Wingman in writing of their disagreement within 30 days of the fee notice. Upon receiving such notice, the parties must meet and discuss the proposed fee changes in good faith within 14 days. If no agreement is reached following such discussions, the Client may terminate the Agreement by giving 90 days’ written notice to Wingman. Please refer to clause 6 for more information about the fees generally.
  5. Placement Fees: In addition to the Fees, the Client will be required to pay Wingman a Placement Fee where the circumstances set out in clause 6.5(a)(i) to clause 6.5(a)(iii) apply. Please refer to clause 5 for more information.
  6. Contract Commitment: Clients are committed to the full initial term with no early termination rights except for Wingman’s material breach. Please refer to clause 7 for more information.
  7. Intellectual Property Rights: Each party retains ownership of their Background IP. All Created IP will be owned by Wingman. Please refer to clause 9 for more information.
  8. Security Services: Clause 11 sets out provisions that apply where security services are, or are not, provided by Wingman to the client. Please refer to clause 11 for more information.
  9. No Responsibility for Client Data or Client IP etc.: In all circumstances, Wingman is not responsible for back-up of Client Data or Client IP, the Client’s failure to back up Client Data or Client IP, or any breach by a Remote Professional of any obligations relating to or unauthorised use of Client Data or Client IP. Please refer to clause 11(c).
  10. Limitation of Liability: Each party’s liability is capped at the amount of the Fees paid by the Client to Wingman under the Statement of Work, subject to certain exclusions. Please refer to clause 12 for more information, including other limitations on each party’s liability.
  11. Non-solicitation: Clause 13 sets out non-solicitation restrictions on the Client during the Term and for a period of 12 months after the effective date of termination or expiry. The Placement Fee applies to breaches of the Client’s obligations in clause 13(a).
  12. Direct Debit Terms: Annexure A sets out certain additional terms that apply where the Statement of Work provides that direct debit applies to payments made by the Client. Please refer to Annexure A for more information.

2. Engagement

2.1 General

In consideration of the Client paying the Fees, Wingman agrees to provide the Services (including any Products) as set out in any Statement of Work (Services) for the Term in accordance with these terms and conditions (Terms).

2.2 Order of Priority

Subject to clause 11(a)(iv), the following documents will form the agreement between the parties (Agreement):

  1. any Statement of Work;
  2. these Terms;
  3. any annexures or schedules to these Terms,

and any ambiguity or discrepancy between the documents will be resolved and interpreted according to the same order of preference as the documents are listed above, with the documents higher in the list having higher priority.

2.3 Maximum Liability

Subject to clause 12.1(b) and to the maximum extent permitted by law, each party’s aggregate liability to the other party arising out of or in connection with this Agreement (whether under contract, in tort, under statute or otherwise at law or in equity) is limited to an amount equal to the Fees paid by the Client to Wingman in the 12 months preceding the relevant Claim arising.

3. Wingman’s Obligations

3.1 General

Wingman will:

  1. comply with applicable Laws; and
  2. use its best endeavors to provide Remote Professionals that have the qualifications, skills and experience necessary to perform the Assignment.

3.2 Payments for Remote Professionals

Wingman will be solely responsible for:

  1. the payment of fees to the Remote Professionals; and
  2. providing ongoing training and support to the Remote Professional to maintain service quality and alignment with the Client’s requirements where required and/or requested.
  3. using its platform to foster a culture of community of Remote Professionals through the optional participation in exclusive Wingman platform benefits, events and other initiatives.

3.3 Equipment

  1. Wingman will ensure that each Remote Professional has, at a minimum, basic equipment and resources sufficient to enable the Remote Professional to perform the Services, as determined by Wingman (acting reasonably).
  2. To the extent that the Client requires the Remote Professional to have additional equipment or resources than those under clause 3.3(a), the Client must provide these to the Remote Professional at its cost. If agreed by Wingman, the Client may request that Wingman procures such equipment or resources for the Remote Professional and the Client must reimburse Wingman on demand for its reasonable costs of doing so if Wingman agrees.
  3. Where required, Wingman may facilitate the provision of equipment (including but not limited to laptops, headsets, or other peripherals) to Remote Professionals through third-party service providers, solely to enable performance of contracted services. Such arrangements are managed in compliance with applicable laws and expressly do not create any employment relationship or affect the independent contractor status of Remote Professionals. Equipment ownership, maintenance, insurance, and return obligations are governed exclusively by the third-party provider’s terms.

4. Client’s Obligations

4.1 Services Provisioning

The Client shall:

  1. comply with all applicable Laws;
  2. provide all necessary information required by Wingman to allow Wingman to perform the Services in a timely fashion and as otherwise reasonably required by Wingman;
  3. ensure that its IT network, systems, and all associated infrastructure are maintained in a secure, functional, and reliable condition at all times. The Client agrees to ensure that such infrastructure meets or exceeds the minimum technical and serviceability standards prescribed by Wingman, as communicated to the Client throughout onboarding. These standards may include, but are not limited to, internet speed, hardware compatibility, software requirements, cybersecurity protocols, and remote accessibility. The Client acknowledges that failure to maintain such standards may adversely affect service delivery, for which Wingman shall not be held responsible;
  4. review information, make decisions and, on an ongoing basis, provide Wingman with the information necessary for Wingman to perform the Services; and
  5. provide Wingman with true and relevant information regarding the Client and its business.

4.2 Client’s Obligations

The Client agrees to:

  1. Provide project orientation to each Remote Professional regarding work objectives and deliverable specifications.
  2. carry out introductions of the Client’s other employees and contractors;
  3. provide task-specific briefings and outcome-based quality standards;
  4. subject to clause 3.3(a), ensure that all necessary equipment (including protective equipment) required for the Work is available and provided to each Remote Professional; and
  5. provide necessary requirements and outcome specifications to enable the Remote Professional to deliver work to required standards.

The Client must:

  1. satisfy itself that each Remote Professional has the requisite qualifications, aptitude, skills, relevant licenses, training, and experience to undertake the Work; and
  2. not instruct Wingman or any Remote Professional to engage in any conduct which contravenes, or is likely to contravene, any Laws; and
  3. review completed work deliverables and provide written feedback within seven (7) business days of delivery. To ensure successful project completion, the Client agrees to maintain prompt review processes for all deliverables. Failure to provide feedback within this timeframe will result in the work being deemed accepted, satisfactory, and compliant with all Agreement requirements for billing and payment purposes.

5. Remote Professionals

5.1 Conditions of Work

  1. The scope of work to be performed by each Remote Professional will be documented in writing.
  2. The Client must comply with all Laws applicable to the Work including all OH&S Laws notified to the Client which apply to the relevant Remote Professionals.
  3. Remote Professionals are engaged as independent contractors by Philippines Resources Pte Ltd (or its Affiliate). All terms and conditions of engagement, including any applicable labor entitlements, are between Philippines Resources Pte Ltd (or its Affiliate) and the Remote Professional. Wingman does not provide, and the Client is not responsible for, any such entitlements.
  4. All HR, onboarding, engagement, and termination of Remote Professionals is managed through Philippines Resources Pte Ltd or Wingman’s approved Employer of Record providers, as applicable. The Client may not directly engage, terminate, or otherwise control the engagement of any Remote Professional.

5.2 Selection Process

  1. The Client acknowledges that Wingman will undertake a selection process for Remote Professionals with the Client and the Client will approve each Remote Professional that is provided to the Client.

5.3 Leave

The Client acknowledges and agrees that:

  1. Remote Professionals may take periods of leave in accordance with their independent contractor agreement with Philippines Resources Pte Ltd (or its Affiliate) and applicable local laws;
  2. Wingman will use reasonable endeavors to ensure continuity of Remote Professionals assigned to perform the Work during any period of leave;
  3. The Client remains liable to pay all Fees and other amounts under this Agreement during any period of leave;
  4. The Client must not require any Remote Professional to take leave at any particular time during the Term; and
  5. The Client remains liable to pay all Fees and other amounts under this Agreement during any client shut-down period or other time where the Client does not have Work for the Remote Professional, regardless of whether the Remote Professional is on leave.

5.4 Resignation

  1. The Client acknowledges and agrees that a Remote Professional may tender their resignation to Wingman (or its Affiliate) in accordance with their Independent Contractor agreement and applicable laws and labor codes.
  2. If a Remote Professional tenders their resignation, Wingman will promptly notify the Client in writing of such resignation. The Client will be responsible to maintain payment of their agreement in full while Wingman finds a suitable Remote Professional as a replacement.
  3. The Client acknowledges and agrees that if a Remote Professional resigns, the remaining term of the Agreement remains valid, and Wingman will be responsible for sourcing a suitable replacement in line with the Client’s requirements.

5.5 Serious Misconduct or Underperformance

  1. If the Client considers that a Remote Professional has:
    1. engaged in serious misconduct in performance of the Work; or
    2. consistently failed to perform the Work to a reasonable standard,
    the Client may give Wingman written notice particularizing the misconduct or failure to perform (as the case may be), seeking Wingman’s intervention to manage the behavior or underperformance of the Remote Professional.
  2. If Wingman receives a notice from the Client under clause 5.5(a), the parties must meet to discuss the particulars of the issue within 7 days of such notice being received.
  3. Following the meeting under clause 5.5(b), the parties will agree the process to manage the misconduct or underperformance which may include additional training and observation and/or, without limitation, performance management or termination.
  4. For clarity, any misconduct, underperformance, or other personnel-related issues concerning a Remote Professional shall not impact the validity or duration of this Agreement. The Agreement will remain in full force and effect for its agreed term. In such cases, Wingman will act promptly and in good faith to address the matter, including, where appropriate, managing the issue directly or facilitating the placement of a suitable replacement Remote Professional, with minimal disruption to the Client.

5.6 Performance Management

  1. If the Client considers that a Remote Professional is not performing the Work to a standard required by the Client in circumstances where clause 5.5 does not apply, the Client must notify Wingman in writing, particularising the failure to perform and including supporting evidence (as the case may be).
  2. Upon receipt of a notice under clause 5.6(a), the Parties will, acting in good faith, agree in writing within five (5) Business Days on a Performance Improvement Plan (PIP) for the Remote Professional. The PIP will:
    1. specify the performance deficiencies with reference to objective, measurable standards;
    2. set clear Key Performance Indicators (KPIs) and milestones, with defined review dates (at minimum, fortnightly);
    3. outline the support, coaching, tools, and access the Remote Professional will be provided to achieve the required standards;
    4. allocate responsibilities between Wingman and the Client for implementing and monitoring the PIP; and
    5. state the consequences of non-achievement, which may include replacement of the Remote Professional or other contractual remedies available to Wingman.
  3. The Parties will cooperate reasonably and provide timely information, feedback, and approvals necessary to implement the PIP. Failure by the Remote Professional to meet the KPIs or milestones within the PIP timeframes will entitle Wingman, at its discretion and without limiting any other rights, to (i) propose and implement a replacement Remote Professional on commercially reasonable terms, or (ii) take such other steps as are available under this Agreement.
  4. For the avoidance of doubt, implementation of a PIP does not waive any Party’s rights under the Agreement.

5.7 Replacement and Removal of Remote Professional

If the Client believes a Remote Professional is not meeting the performance standards required by the Client, or following a process under clause 5.5 or 5.6, the Client may request in writing that Wingman provide a replacement. Wingman will take reasonable steps to either improve the Remote Professional’s performance or replace them and will advise the Client of any revised Fees if applicable.

  1. The Client must pay all Fees and costs incurred by Wingman in taking action under this clause.
  2. The Client must provide not less than 30 days’ written notice to Wingman when requesting a replacement or removal of a Remote Professional. Wingman may, at its discretion, waive this notice period in cases of serious misconduct by the Remote Professional.
  3. If the Client requires the immediate removal of a Remote Professional while a replacement is being sourced, the following transition fees apply during the 30-day notice period:
    1. Weeks 1–2: The Client must pay 75% of the weekly Remote Professional fee; and
    2. Weeks 3–4: The Client must pay 50% of the weekly Remote Professional fee.
  4. The transition fees under clause 5.7(c) reflect Wingman’s genuine pre-estimate of costs arising from the early removal of a Remote Professional, including but not limited to the Remote Professional’s billable hours contribution during transition, knowledge transfer time, lost income from redeployment delays, and administrative costs. After four (4) weeks of paid transition fees, no further fees are owed by the Client in respect of the removed Remote Professional.
  5. For the avoidance of doubt, a request to replace or remove a Remote Professional under this clause is a personnel adjustment only and shall not constitute, nor be interpreted as, termination of the Agreement. The Agreement remains in full force and effect and continues to be subject to the separate ninety (90) days’ notice requirement for termination set out in clause 7.1(b). The Client remains fully obligated to pay the monthly Fees (less any transition fees already paid under clause 5.7(c)) for a replacement Remote Professional.
  6. Upon removal of a Remote Professional under this clause, Wingman will, acting in good faith and in accordance with the Client’s requirements, use reasonable endeavors to source and provide a suitable replacement Remote Professional on the same terms as the original engagement.
  7. The notice period under this clause is not an employment notice period and does not create an employment or labor hire relationship between the Client and the Remote Professional or between the Client and Wingman.

5.8 Delay to Commencement

  1. Where a start date for a Remote Professional has been confirmed in writing, and the Client requests a delay to the commencement date for any reason, the Client agrees to pay a holding fee of AUD $300 per week (plus GST), if applicable, for the duration of the delay.
  2. The holding fee covers Wingman’s genuine costs of retaining the Remote Professional in reserve, ongoing contractor payment obligations, lost income from deploying the Remote Professional elsewhere, and administration costs.
  3. The holding fee applies from the original agreed commencement date until either:
    1. the revised commencement date; or
    2. termination of the engagement,
    whichever occurs first.
  4. The holding fee is payable by the Client in accordance with the payment terms and is in addition to any other fees payable under this Agreement.
  5. For clarity, requesting a delay to the commencement date does not waive, alter, or extend the Client’s obligations under clause 7 (Term and Termination). The Agreement term commences on the actual (delayed) commencement date, and the Client remains obligated to the Agreement for its full initial term and any renewal terms from that date.

6. Fees and Invoicing

6.1 General

  1. The Client will pay Wingman the Fees in respect of the supply of Services. The Fees are exclusive of GST and other similar taxes and surcharges and net of withholding or other similar taxes.
  2. The Client must pay the Fees in accordance with the payment terms.

6.2 Upfront Payments – Condition of Commencement

  1. The set-up fee and first month’s fee are payable in full prior to the scheduled commencement date.
  2. Commencement of Services and allocation of a Remote Professional are conditional upon receipt of cleared funds. Wingman is under no obligation to allocate or onboard a Remote Professional until such payments have been received in full.
  3. Any delay in payment will result in a corresponding delay to commencement, without liability to Wingman.
  4. The first month’s fee will be applied as a credit against the Fees owing by the Client to Wingman.

6.3 Other Amounts

  1. Where applicable, the Client must pay Wingman for any other amounts owing under this Agreement upon demand without set-off, deduction, or delay.

6.4 Review of Fees

Wingman may amend the Fees at any time during the Term by providing at least 90 days’ written notice to the Client. If the Client does not agree to any amended Fees, the Client must notify Wingman in writing of their disagreement within 30 days of the fee notice. Upon receiving such notice, the parties must meet and discuss the proposed fee changes in good faith within 14 days to understand the costing adjustment and seek mutual agreement. If no agreement is reached following such discussions, the Client may terminate the Agreement by giving 90 days’ written notice to Wingman.

6.5 Placement of Remote Professionals

  1. If:
    1. after the Commencement Date, a Remote Professional, or potential Remote Professional introduced to the Client by Wingman, is subsequently engaged or employed by the Client during the Term or for the period of 12 months after the effective date of termination or expiry; or
    2. the Client wishes to directly employ a Remote Professional; or
    3. the Client otherwise breaches its obligations in clause 13(a);
    the Client must:
    1. promptly notify Wingman in writing of this;
    2. pay a placement fee of $10,000 to Wingman upon the Remote Professional accepting an offer of direct employment or engagement with the Client or otherwise commencing provision of any services to the Client;
    3. if the Client engages, employs or otherwise contracts with the Remote Professional (directly or indirectly) within 12 months of termination or expiry of the Agreement, the Placement Fee remains payable by the Client to Wingman as if the engagement had occurred during the Term;
    4. pay any Placement Fee that is due and payable within 14 days of the date of an invoice issued by Wingman;
    5. in addition, if Wingman is required to take legal action to enforce this clause, the Client shall be liable for Wingman’s reasonable legal costs and expenses incurred in connection with such enforcement (on a solicitor-client basis).
  2. Each party acknowledges that the Placement Fee is a genuine pre-estimate of the Loss that Wingman will suffer if the Client employs or engages any Remote Professional or prospective Remote Professional.
  3. Any Placement Fees paid under clause 6.5 do not relieve the Client from any other liability or from meeting any other obligation under these Terms.

6.6 GST

  1. If GST has application to any supply made under or in connection with this Agreement, Wingman may, in addition to any amount or consideration payable under this Agreement, recover from the Client an additional amount on account of GST, such amount to be calculated by multiplying the amount or consideration payable by the Client for the supply by the prevailing GST rate.
  2. Any additional amount on account of GST recoverable from the Client under this clause shall be calculated without any deduction or set-off of any other amount and is payable by the Client upon demand by Wingman whether such demand is by means of an invoice or otherwise.

6.7 Failure to Pay

Interest on overdue payments: 2% per month. Wingman may suspend Services after 14 days’ written notice of overdue payment.

7. Term and Termination

7.1 Term

  1. These terms will commence on the Commencement Date and will continue for an initial fixed term as specified in the Statement of Work (“Initial Term”).
  2. At the end of the Initial Term, this Agreement will automatically renew for consecutive further periods of the same duration as the Initial Term (“Renewal Term(s)”) in line with the agreement terms signed, unless terminated by either party by giving at least 90 days’ prior written notice before the end of the then-current term.
  3. No Early Termination: The Client cannot terminate this Agreement during any fixed term except in cases of Wingman’s material breach. The Client remains obligated to pay all Fees for the full duration of the current term regardless of service utilization. For example, if a Client with a 12-month Initial Term at $2,700 per month attempts to terminate after 6 months, the Client must continue to pay the remaining 6 months of Fees ($16,200) to fulfill their contractual obligations.
  4. Unless the Client notifies Wingman in writing at least 90 days before the end of the current term that it does not wish to renew, this Agreement will automatically renew for a further term on the same terms and conditions, subject to any mutually agreed variations. Wingman will provide written notice to the Client at least 90 days prior to renewal advising of the renewal date and process.

7.2 Termination for Cause

Either party may terminate this Agreement immediately without notice if the other party:

  1. materially breaches this Agreement and fails to remedy such breach within 10 Business Days of receiving written notice from the other party particularising the breach, or materially breaches this Agreement where such breach is incapable of being remedied; or
  2. suffers an Insolvency Event.
  3. For clarity:
    1. resignation or non-performance of an individual Remote Professional does not constitute termination of this Agreement or a material breach of this Agreement. The Agreement remains in force between the Client and Wingman for its full term, and Wingman remains responsible for delivering the agreed Services in accordance with this Agreement, regardless of any change in assigned personnel.
    2. poor performance by individual Remote Professionals, where the replacement process under clause 5.5 or 5.6 or 5.7 is being followed, does not constitute a material breach of this Agreement.
    3. the Client must not terminate this Agreement due to dissatisfaction with any individual Remote Professional unless Wingman has failed to provide a suitable replacement following reasonable consultation with the Client.

7.3 Obligations on Termination or Expiry

  1. On termination or expiry of this Agreement:
    1. the Client must pay Wingman for any Services it has provided up to the date of termination for which Wingman has not been paid;
    2. the Client must immediately pay all outstanding invoices to Wingman;
    3. subject to the Client paying Wingman at its then current rates, Wingman will provide the Client with disengagement services for the Services as agreed between the parties;
    4. each party must return, destroy or permanently erase (as directed in writing by the other party) any Confidential Information of the other party; and
    5. each party must cease using the other party’s Confidential Information.
  2. Termination of this Agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.
  3. Termination or expiry of this Agreement will not affect clauses 7, 9 to 13, 15 and 16 or any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry.

8. Insurance

  1. During the Term, Wingman must, at its cost, effect and maintain appropriate business insurances with reputable insurers, including:
    1. Professional Indemnity insurance;
    2. Public Liability insurance;
    3. Cyber Liability insurance; and
    4. Workers Compensation insurance as required by law for onshore operations.
  2. Wingman must provide the Client with certificates of currency for the insurance policies required under clause 8(a) upon reasonable request, which must not be made more than once per calendar year during the Term.

9. Intellectual Property Rights

9.1 Background IP

  1. Wingman acknowledges that the Client IP, and all Intellectual Property Rights subsisting in the Client IP, is and remains the exclusive property of the Client or, where applicable, the third party licensor from whom the Client derives the right to use them.
  2. The Client acknowledges that all Wingman IP, and all Intellectual Property Rights subsisting in the Wingman IP, remains the exclusive property of Wingman or, where applicable, the third party licensor from whom Wingman derives the right to use them, and includes all Support Package IP.

9.2 Licenses to Use Background IP

  1. Wingman grants the Client a limited, royalty-free, revocable, non-exclusive, non-transferable and non-sublicensable right for the Term to use the Wingman IP solely for the purpose of, and only to the extent necessary for, the Client to receive the benefit of the Work or the Services.
  2. The Client grants Wingman a limited, royalty-free, revocable, non-exclusive, non-transferable and non-sublicensable right for the Term to use the Client IP solely for the purpose of, and only to the extent necessary for, Wingman to perform its obligations under this Agreement.

9.3 Created IP

  1. All Created IP, and the Intellectual Property Rights subsisting in Created IP, vest in and remain owned by Wingman. Wingman grants the Client a perpetual, non-exclusive, royalty-free license to use the Created IP for the Client’s internal business purposes.
  2. The Client grants Wingman a limited, royalty-free, revocable, non-exclusive, non-transferable right to use the Created IP solely for the purpose of, and only to the extent necessary for, the Remote Professionals to perform the Work or the Services.
  3. For clarity, all intellectual property related to support packages, process implementations, CRM configurations, tool implementations, methodologies, workflows, and system optimizations developed or customised for the Client remains the exclusive property of Wingman. Upon termination or expiry of this Agreement, the Client must cease using such intellectual property and, where technically feasible, remove or roll back any Wingman-created processes, configurations, or implementations from the Client’s systems.

9.4 Restrictions

Except as expressly allowed under this Agreement, or otherwise agreed in writing, each party agrees not to:

  1. create or attempt to create by reverse engineering, disassembly, decompilation or otherwise the other party’s Background IP or Confidential Information or aid, abet or permit others to do so;
  2. remove any identification or notices of any proprietary or copyright restrictions from the other party’s Background IP or Confidential Information;
  3. replicate the other party’s Background IP or Confidential Information;
  4. develop any derivative works from the other party’s Background IP or Confidential Information, or include any portion of the other party’s Background IP or Confidential Information into any other Materials; or
  5. develop methods to enable unauthorised parties to use the other party’s Background IP or Confidential Information.

9.5 Intellectual Property and Materials (IP)

  1. Wingman retains ownership of all Intellectual Property, materials, documents, templates, processes, systems, workflows, and any other content or materials (together, “IP”) provided to the Client or to any Remote Professional under this Agreement, including any Support Package materials.
  2. The Client is granted a non-exclusive, non-transferable, non-sublicensable license to use the IP solely for the purpose of receiving Services from Wingman under this Agreement.
  3. The Client may not use the IP for any other purpose, nor provide it to any third party (including competitors of Wingman, alternative service providers, or any Remote Professional acting independently of Wingman), nor use it after termination or expiry of this Agreement.
  4. Upon termination or expiry of this Agreement, the Client must immediately cease using, and return or permanently delete, all IP provided by Wingman.
  5. Any breach of this clause will entitle Wingman to seek injunctive relief, damages, and recovery of any legal costs incurred in enforcing its rights.
  6. Where the Client continues to use Wingman’s IP after termination or expiry of this Agreement, or makes such materials available to any third party, the Client acknowledges that such unauthorised use causes Wingman quantifiable daily losses including:
    1. lost licensing revenue that would otherwise be charged for IP usage;
    2. administrative costs of monitoring and enforcement;
    3. potential damage to Wingman’s competitive advantage; and
    4. loss of exclusive control over proprietary methodologies.
    Accordingly, the Client agrees to pay Wingman $100 per day for each day of unauthorised use, which amount the parties acknowledge represents a genuine pre-estimate of these combined daily losses and is not a penalty.
  7. Direct Hiring IP Breach: Clients who directly hire Remote Professionals or Wingman Personnel must immediately delete all Wingman IP or face the $100 daily penalty in addition to Placement Fees.
  8. Process Rollback: Upon termination, all Wingman-created processes within Client tools/CRM systems must be removed within 30 days, with reasonable access provided to Wingman to facilitate rollback.

10. Confidentiality

10.1 Obligations of Confidence

Each party agrees to, and shall ensure each of its Personnel:

  1. hold in strict confidence all, and not disclose or permit the disclosure of any, Confidential Information of the other party;
  2. use the Confidential Information solely to perform or to exercise its rights under this Agreement;
  3. not transfer, display, convey or otherwise disclose or make available all or any part of such Confidential Information to any third party; and
  4. use its reasonable endeavors, including keeping such information in a safe place and implementing adequate security measures, to ensure that all Confidential Information is secure from unauthorised use, disclosure or copying by third parties.

10.2 Exclusions

The obligations in clause 10.1 do not apply:

  1. to the extent necessary to enable disclosure required by law;
  2. to any disclosure agreed in writing between the parties;
  3. where the Confidential Information has entered the public domain other than as a result of a breach of this Agreement; or
  4. that is already known by, or rightfully received, or independently developed by, the recipient of that Confidential Information free of any obligation of confidence.

10.3 Injunctive Relief

Each party acknowledges that:

  1. the other party may suffer financial and other loss and damage if any unauthorised act occurs in relation to the other party’s Confidential Information or Intellectual Property Rights, and that monetary damages would be an insufficient remedy; and
  2. in addition to any other remedy available at law or in equity, the other party is entitled to injunctive relief to prevent a breach of, and to compel specific performance of clauses 9 or 10.

11. Data Protection

11.1 Security Services

The Client acknowledges and agrees that, except to the extent resulting from a breach of these Terms by Wingman:

  1. Wingman’s Security Support: As a representation of our brand and commitment to excellence, Wingman provides comprehensive security onboarding and ongoing support to Clients, including:
    1. security awareness training for Remote Professionals during onboarding;
    2. cybersecurity best practices guidance and documentation;
    3. direct engagement with our security providers to assist with Client security assessments;
    4. ongoing security updates and recommendations throughout the engagement; and
    5. access to security resources and consultation as part of our service offering.
  2. Client Security Responsibility: While Wingman provides the security support outlined in clause 11.1(a) to enhance our service and working community, this does not transfer primary security responsibility from the Client. The Client remains solely responsible for:
    1. ensuring all equipment and devices meet the Client’s security requirements;
    2. implementing and maintaining appropriate cybersecurity protocols;
    3. ensuring Remote Professionals receive Client-specific security training to the Client’s satisfaction; and
    4. engaging with, responding to, and implementing security recommendations provided by Wingman.
  3. Liability Allocation: Failure by the Client to engage with, respond to, acknowledge, or implement security information and recommendations provided by Wingman places all security liability with the Client. Wingman is not responsible for reviewing, monitoring, or maintaining any minimum level of security on devices supplied to Remote Professionals beyond the support services outlined in clause 11.1(a).
  4. Limitation of Liability: Except to the extent resulting from a breach of these Terms by Wingman, and to the maximum extent permitted at law, Wingman is not responsible for any Loss suffered or incurred by the Client in connection with any data breach or security incident caused or contributed to by a Remote Professional placed with the Client.

12. Privacy

  1. Each party must, and must ensure that its Personnel, comply with their obligations under all relevant Privacy Laws.
  2. If the Client discloses any individual’s Personal Information to Wingman or a Remote Professional, the Client warrants that it has obtained consent and made any necessary disclosures to the relevant individual before collecting and disclosing their Personal Information to Wingman and the Remote Professional.
  3. Where Personal Information is transferred to Philippines Resources Pte Ltd or Remote Professionals in the Philippines, the Client acknowledges that such information will be subject to Philippines privacy laws and consents to such cross-border transfer.
  4. In the event of a data breach involving Personal Information, the party becoming aware of the breach must notify the other party within 24 hours and cooperate in any required breach notifications to regulatory authorities or affected individuals.
  5. Upon termination or expiry of this Agreement, each party must return or securely destroy all Personal Information received from the other party, except as required by applicable law.
  6. The Client indemnifies Wingman against any claims, penalties, or losses arising from the Client’s failure to obtain proper consent for Personal Information disclosed to Wingman or Remote Professionals.

12.2 Data Back-Up and Responsibility

  1. Notwithstanding anything else in this Agreement, the Client acknowledges and agrees that Wingman:
  2. is not responsible for the back-up of any Client Data or Client IP in connection with the Services; and
  3. is not liable to the Client for any loss, destruction or other damage to Client Data or Client IP caused by the Client failing to back up the Client Data or Client IP, or for any Loss suffered or incurred by the Client in connection with the same.

13. Limitation of Liability

13.1 Maximum Liability

  1. Subject to clause 13.1(b) and unless otherwise prohibited by law, each party’s aggregate liability to the other party arising out of or in connection with this Agreement (whether under contract, in tort, under statute or otherwise at law or in equity) is limited to an amount equal to the Fees paid by the Client to Wingman under the Statement of Work.
  2. Clause 13.1(a) will not limit or exclude the liability of either party for any claim or Loss arising from:
    1. fraud, fraudulent representation or criminal conduct of a party;
    2. willful default, willful misconduct, or gross negligence of a party;
    3. in the case of the Client:
      1. its obligation to pay the Fees and any other amounts under this Agreement;
      2. any liability arising from or in connection with a Remote Professional in the performance of any Work or Services for the Client; or
      3. a breach of clause 13.

13.2 Exclusions

As far as the law permits:

  1. neither party nor any of its Personnel will be liable to the other party for any Consequential Loss;
  2. the Client shall be solely responsible, as against Wingman, its Personnel and the Remote Professionals, for any opinions, recommendations, or other conclusions made or actions taken by the Client or any other third party based (wholly or in part) on the Work, the Services or the Security Services (if applicable);
  3. Wingman shall have no liability for:
    1. any deemed employment relationship that arises between a Remote Professional and the Client;
    2. any injury, Loss or damage caused by misconduct, negligence or incompetence of a Remote Professional in connection with the Work, the Services or the Security Services (if applicable); or
    3. any injury, Loss or damage caused by errors or omissions in any information or instructions that the Client provides to Wingman, its Personnel or the Remote Professionals in connection with the Work, the Services or the Security Services (if applicable).
  4. Except for the warranties expressly set out in this Agreement, Wingman makes no warranties with respect to the Remote Professionals, Work, the Services or the Security Services (if applicable) and disclaims all statutory or implied warranties, including without limitation, warranties of merchantability, fitness for a particular purpose, or arising from a course of dealing or usage of trade and any warranties of non-infringement.

13.3 Mitigation

Each party must mitigate any Loss it suffers as a result of a breach by the other party of this Agreement, or a warranty provided under this Agreement (including where such Loss gives rise to an indemnity).

13.4 Australian Consumer Law

If the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law) applies to the supply of Services under this Agreement, Wingman acknowledges and agrees that its Services come with a guarantee that cannot be excluded, and that the following mandatory notice under section 102(1) of the Australian Consumer Law that must be provided to the Client will apply:

Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:

  • to cancel your service contract with us; and
  • to a refund for the unused portion, or to compensation for its reduced value.

You are also entitled to be compensated for any other reasonably foreseeable loss or damage.

If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

14. Non-Solicitation

  1. In consideration of Wingman providing the Services, and providing access to the Remote Professionals, the Client must not, and must ensure none of its Affiliates, during the Term and for a period of 12 months after the effective date of termination or expiry (Restraint Period):
    1. solicit, entice away or attempt to solicit or entice away:
      1. any of the Remote Professionals involved in the delivery of the Work;
      2. any of Wingman’s Personnel involved in the provision of the Services;
      3. any other onshore worker engaged by Wingman or its Affiliates introduced to the Client through provision of the Services,
      (each a Protected Person),
    2. engage or employ any Protected Person for a period of 12 months after the person ceases to be engaged or employed by Wingman without the prior consent of Wingman;
    3. whether directly or indirectly, induce, encourage or attempt to induce or encourage any Protected Person or clients of Wingman to cease their relationship with Wingman, or to provide information regarding the terms of their arrangement with Wingman to the Client; or
    4. request, or otherwise induce a Protected Person to disclose information related to the remuneration or other benefits provided to that Worker by Wingman.
  2. The Client acknowledges that:
    1. the restraint in clause 14(a) is reasonable in its extent and goes no further than is reasonably necessary to protect Wingman’s interests in maintaining employees and contractors, and its relationships with its Workers and clients; and
    2. the restraints in clause 14(a)(i) are separate from one another and if any of them is unenforceable the rest are unaffected.

15. Force Majeure Event

15.1 General

Neither party shall be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to a Force Majeure Event.

15.2 Notification

  1. If a Force Majeure Event occurs, the party that is or may be delayed in performing its obligations under this Agreement (Affected Party) shall notify the other party without delay giving the full particulars of the Force Majeure Event and must use its best endeavours to remedy the situation without delay.
  2. When the Affected Party is no longer delayed in performing its obligations under this contract, the Affected Party must provide notice to the other party without delay of the cessation of the Force Majeure Event.
  3. Following notice under clause 15.2(b), the parties must meet without delay to agree a mutually acceptable course of action to minimise any effects resulting from the Force Majeure Event.

15.3 Terms Variation

  1. Wingman may vary these Terms by providing at least 90 days’ written notice prior to the variation coming into effect.
  2. Where Wingman’s variation would materially affect the Client, the parties must meet within 30 days to discuss the variation in good faith and seek mutually acceptable modifications.
  3. Variations take effect as notified unless Wingman voluntarily withdraws or modifies them following discussions.

15.4 Notices

A notice, consent or communication under this Agreement must be in writing, signed by or on behalf of the person giving it, addressed to the receiving person at the details set out in the Quote or as otherwise advised in writing from time to time, and will be given and received as follows:

  1. if it is hand delivered, on the day it is given;
  2. Force Majeure Events include natural disasters, epidemic pandemic, civil disturbance, war, industrial action, lockout, rebellion, quarantine, embargo, governmental action, energy shortage, power or utilities interruption, and internet/telecommunications failures affecting service delivery in Australia or the Philippines.
  3. if it is sent by post, three Business Days after posting; and
  4. if it is sent by email, that day, if the time of departure from the sender’s mail server is before 5.00pm on a business day, or the next business day in any other case.

15.5 Assignment and Subcontracting

  1. Subject to clause 15.2(b), the Client must not assign, novate or otherwise transfer, in whole or in part, any of its rights and obligations under this Agreement without the prior written consent of the other party (not to be unreasonably withheld or delayed).
  2. Wingman may subcontract, in whole or in part, any of its rights and obligations under this Agreement without the prior written consent of the Client, provided that Wingman will not be relieved of its obligations under this Agreement as a result of such subcontracting.

15.6 Miscellaneous

  1. Wingman engages all Remote Professionals as Independent Contractors through Philippines Resources Pte Ltd, or via an approved Employer of Record provider, and nothing in this Agreement or its performance creates any employment relationship between the Client and the Remote Professional, or between Wingman and the Client.
  2. This Agreement may only be amended by written agreement between all parties.
  3. The laws of Queensland govern this Agreement. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland and courts competent to hear appeals from those courts.
  4. A clause or part of a clause of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining clauses or parts of the clause of this Agreement continue in force.
  5. This Agreement supersedes all previous agreements about its subject matter. This Agreement embodies the entire agreement between the parties.
  6. A right under this Agreement may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in that waiver.
  7. Fee Suspension: During Force Majeure Events preventing service delivery, fee obligations are suspended proportionally to the impact on service provision.

16. Defined Terms & Interpretation

16.1 Defined Terms

In this Agreement:

Affiliate means any of the following, wherever registered or incorporated in the world:

  1. a holding company of Wingman;
  2. a subsidiary of Wingman; or
  3. a subsidiary of a subsidiary of Wingman.

Background IP means the Client IP or Wingman IP, as applicable.

Business Day means a day that is not a Saturday, Sunday or public holiday in Brisbane, Queensland.

Client Data means:

  1. data provided by the Client to Wingman in connection with the Services;
  2. data generated, compiled, arranged or developed by either party while providing the Services that relates to the Client’s business;
  3. the Client’s Confidential Information; or
  4. any materials, data or other information that a Remote Professional accesses in connection with the Work or the Services.

Client IP means all Materials owned or licensed by the Client which are created or derived independently of this Agreement by the Client (or a third party on behalf of that party), and any Improvements to such Materials.

Commencement Date means the commencement date set out in the Statement of Work.

Claims means any claim, action, suit, cause of action, demand or proceedings for any Loss including any such claim by way of indemnity, under contract (including any breach of this Agreement), in equity, under statute, in tort (including for negligence) or otherwise.

Confidential Information means any information, regardless of its form or the medium on which it is stored of a confidential, non-public, or proprietary nature which, without limitation:

  1. relates to the business and affairs of a party;
  2. relates to Wingman, its clients, employees, contractors or other persons doing business with a party;
  3. relates to this Agreement including without limitation with respect to the Services;
  4. relates to the Intellectual Property Rights of a party;
  5. relates to the terms and existence of this Agreement;
  6. is by its nature confidential;
  7. is designated as confidential by a party; or
  8. the other party knows or ought to know is confidential,

and includes all trade secrets, know-how, financial information and any other commercially valuable information of a party.

Consequential Loss means any consequential, special, indirect or incidental Loss including without limitation loss of profit, loss of revenue, business interruption, loss of business, loss of opportunity, loss of reputation or loss in connection with breach of third party contracts or arrangements.

Created IP means:

  1. any newly created Material; and
  2. any novel combination of existing Material,

arising from or in connection with the Services, whether created separately or jointly by the parties (but in each case excluding any Background IP or Third Party IP incorporated into the Material).

Deposit means the deposit set out in the Statement of Work.

Expiry Date means the expiry date set out in the Statement of Work.

Fees means the fees and other fees set out in the Statement of Work, as varied in accordance with this Agreement from time to time.

Force Majeure Event means a matter beyond the reasonable control of a party and includes an act of God, national emergency, terrorist act, sabotage, flood, storm, earthquake, fire, explosion, epidemic, pandemic, civil disturbance, insurrection, riot, war, industrial action, lockout, rebellion, quarantine, embargo and other similar governmental action or a general and continued energy shortage, power or utilities interruption, internet or telecommunications failures affecting service delivery in Australia or the Philippines, and political instability in the Philippines, but cannot apply with respect to the payment of money due under this Agreement.

Government Agency means any foreign or domestic governmental, semi-governmental, administrative, fiscal, court, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity.

GST has the meaning set out in the GST Act.

GST Act means A New Tax System (Goods and Services Tax) 1999 (Cth).

Improvements means any modification, enhancement, extension, adaptation, development of, applications of, mutations, or improvement in whatever form.

Insolvency Event means any of the following events concerning a party:

  1. if an administrator, liquidator, receiver, receiver and manager or other controller is appointed to, or over, any of the property or undertaking of the party;
  2. if the party is unable to pay their debts when they become due and payable;
  3. if the party ceases to carry on business; or
  4. if any event happens in Australia or any other country or territory in respect of a party that is similar to any of the events or circumstances referred to in this definition.

Intellectual Property Rights means any current and future intellectual and industrial property rights and interests throughout the world, including any:

  1. patents, copyrights and related rights, utility models, designs, trade marks, service marks, rights in relation to circuit layouts and databases, inventions, discoveries, trade secrets, know how, and improvements;
  2. trade, business, or company name, indication, source or appellation of origin;
  3. applications for, or rights to apply for registration of any of those rights;
  4. rights under licenses and consents in relation to any of them; and
  5. any other forms of protection of a similar nature or having equivalent or similar effect to any of them now or in the future,

whether registered or unregistered, for the duration of the rights and interests.

Law includes any law, regulation, authorisation, statute, proclamation, ordinance or by-law, ruling, judgment, order or decree of any Government Agency in any relevant jurisdiction.

Loss includes any loss, cost, expense, damage or liability (including any fine or penalty) whether direct, indirect or consequential, present or future, fixed or unascertained, actual or contingent and whether arising under contract, in equity, under statute (to the maximum extent possible), in tort (including for negligence) or otherwise.

Materials means material in whatever form, including:

  1. literary, dramatic, musical, artistic works, sound recordings, cinematographic films, broadcasts, and published editions of works as defined by the Copyright Act 1968 (Cth);
  2. anything capable of being registered as a trade mark under the Trade Marks Act 1995 (Cth);
  3. anything capable of being registered as a design under the Designs Act 2003 (Cth);
  4. anything capable of being registered as a patent under the Patents Act 1990 (Cth);
  5. documents, manuscripts, specifications, designs, plans, reports, products, equipment, information, data, tables, schedules, concepts, samples, proposals, inventions, tools, devices, procedures, processes, sequences, methods, formulae, calculations, scientific and technical information, studies, know-how, graphic layouts, logos, images, photographs, videos, charts, drawings, diagrams, source code, object code, software, and test cases; and
  6. novel combinations of any of the above material.

OH&S Law means any applicable health and safety related Law, including a Law related to occupational health and safety, dangerous goods, chain of responsibility, mining, electrical health and safety, and any other industry specific Law, and any related codes of practice, standards, notices and directions issued by a Government Agency.

Payment Terms means the payment terms set out in the Statement of Work.

Personal Information has the meaning given in the Privacy Act 1988 (Cth) and includes information or an opinion about an identified individual, or an individual who is reasonably identifiable.

Personnel means a party’s directors, officers, employees, agents and contractors, as the context permits.

Placement Fee has the meaning given in clause 6.3(a)(v).

Privacy Laws means the Privacy Act 1988 (Cth), the Australian Privacy Principles, and any other applicable legislation relating to the collection, use, disclosure, storage or granting of access rights to Personal Information.

Services has the meaning given in clause 2.1, and also includes the Security Services (if applicable).

Statement of Work means a written statement of work issued by the Client to Wingman and accepted by Wingman containing information related to the Services the Client wishes to purchase under these Terms, in such form as required by Wingman from time to time.

Wingman IP means all Materials owned or licensed by Wingman which are created or derived independently of this Agreement by Wingman (or a third party on behalf of that party), and any Improvements to such Materials.

Support Package means any tiered service, coaching, training, or consulting package, as specified in the applicable Statement of Work, that provides the Client with access to any of Wingman’s methodologies, templates, standard operating procedures (SOPs), workflows, systems, frameworks, or know-how.

Wingman IP & Material IP means all methodologies, templates, standard operating procedures (SOPs), workflows, systems, frameworks, know-how, training materials, professional development content, AI technologies, automation tools, task management systems, processes, and any other intellectual property or proprietary materials created, provided, or developed by Wingman in connection with this Agreement, including any Support Package or tiered service offering, or provided to any Remote Professional in the course of performing the Work.

Term means the Initial Term and any Renewal Term(s) as described in clause 7.1.

Third Party IP means open-source Material, and Material in which the Intellectual Property Rights vest in a third party which are utilised by a party in connection with this Agreement.

Work means any duties or tasks to be carried out by a Remote Professional to fulfil the function or resource that the Remote Professional has been engaged for under the Statement of Work.

Remote Professional means an Independent Contractor engaged by Philippines Resources Pte Ltd, or by any Employer of Record provider approved by Wingman, whose services are provided to the Client by Wingman under this Agreement.

Replacement Remote Professional means a Remote Professional provided by Wingman as a replacement under clause 5.5, 5.6 or 5.7 of this Agreement.

16.2 Interpretation

In this Agreement:

  1. no rule of construction applies to disadvantage of a party because that party prepared these Terms;
  2. a reference to a clause, schedule, annexure or party is a reference to a clause of, and a schedule, annexure or party to, this Agreement and references to this Agreement include any schedules or annexures;
  3. a reference to a party to this Agreement or any other document or agreement includes the party’s successors, permitted substitutes and permitted assigns;
  4. if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
  5. a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
  6. if any day on or by which a person must do something under this Agreement is not a Business Day, then the person must do it on or by the next Business Day;
  7. a reference to ‘$’ or ‘dollar’ is to Australian currency; and
  8. the meaning of any general language is not restricted by any accompanying example, and the words ‘includes’, ‘including’, ‘such as’, or ‘for example’ (or similar phrases) do not limit what else might be included.

16.3 Independent Contractor Relationship

  1. The Client acknowledges and agrees that all Remote Professionals are engaged as independent contractors by Philippines Resources Pte Ltd, a Singapore-registered entity, and are not employees, agents, or representatives of the Client for any purpose. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship between the Client and any Remote Professional.
  2. To preserve the legal independence of the Remote Professional and ensure compliance with applicable laws, the Client must not:
    1. impose fixed or specific work hours beyond coordinating reasonable availability;
    2. issue formal performance reviews, warnings, or disciplinary actions;
    3. directly supervise or control the manner, means, or methodology by which tasks are performed beyond communicating outcomes and timelines; or
    4. integrate Remote Professionals into internal employment systems, benefits platforms, payroll systems, or HR frameworks of the Client.
  3. Client communications with Remote Professionals must be strictly limited to task-related direction, output quality, and delivery timelines. Oversight of general conduct, livelihood, performance improvement, and contractor compliance rests exclusively with Wingman and/or Philippines Resources Pte Ltd.
  4. If, through the conduct of the Client, a Remote Professional is found—by regulatory authority, court, or governing law—to be in a deemed employment relationship with the Client, then:
    1. the Client shall be deemed the direct employer of the Remote Professional and shall bear all related employment obligations; and
    2. the Client agrees to fully indemnify and hold harmless Wingman and its affiliates (including Philippines Resources Pte Ltd) from any claims, costs, liabilities, or penalties arising from such misclassification.

Annexure A – Direct Debit Terms

1. General

  1. This Annexure A only applies where the Statement of Work provides that direct debit applies to payments.
  2. For the purposes of this Annexure A:
    1. Account means the account held at the Client’s Financial Institution from which Wingman is authorised to arrange for funds to be debited.
    2. Banking Day means a day other than a Saturday, Sunday or a banking holiday throughout Australia.
    3. Client’s Financial Institution means the financial institution nominated by the Client on the Direct Debit Request at which the Account is maintained.
    4. Debit Day means the day that payment by the Client to Wingman is due.
    5. Debit Payment means a particular transaction where a debit is made.
    6. Direct Debit Request means this Agreement defining the Fees between Wingman and the Client and the associated payment method provided by the Client.
  3. The Client must:
    1. arrange for sufficient clear funds to be in the Client’s Account by an agreed time so that Wingman can process the Debit Payment; and
    2. check the Client’s Account statement to verify that the amounts debited from the Client’s Account are correct.

2. Authorisation

  1. By authorising a Direct Debit Request, the Client has authorised Wingman to arrange for funds to be debited from the Client’s Account.
  2. The Client should refer to the Direct Debit Request and this Annexure A for the terms of the arrangement between Wingman and the Client.
  3. Wingman will only arrange for funds to be debited from the Client’s Account as authorised in the Direct Debit Request.
  4. If the Debit Day falls on a day that is not a Banking Day, Wingman may direct the Client’s Financial Institution to debit the Client’s Account on the following Banking Day.
  5. If the Client is unsure about which day the Client’s Account has or will be debited, the Client should ask the Client’s Financial Institution.

3. Terminating Authorisation

Upon expiry or termination of the Terms, the Client may stop a Debit Payment from the effective date of expiry or termination.

4. Client’s Obligations

  1. It is the Client’s responsibility to ensure that there are sufficient clear funds available in the Client’s Account to allow a Debit Payment to be made in accordance with the Direct Debit Request. If there are insufficient clear funds in the Client’s Account to meet a Debit Payment:
    1. the Client may be charged a fee and/or interest by the Client’s Financial Institution or Wingman; and
    2. the Client must arrange for the Debit Payment to be made by another method.

5. Disputes

If the Client believes that there has been an error in debiting the Client’s Account, the Client should notify Wingman promptly, and in any event within 7 days of the debit occurring. If Wingman concludes as a result of investigations that the Client’s Account has been incorrectly debited, Wingman will respond to the Client’s query by arranging for the Client’s Financial Institution to adjust the Client’s Account accordingly. If Wingman concludes that the Client’s Account has not been incorrectly debited, Wingman will respond to the Client’s query by providing the Client with reasons and any reasonable evidence for this finding.

6. Accounts

The Client should check:

  1. with the Client’s Financial Institution whether direct debiting is available from the Client’s Account, as direct debiting is not available on all accounts offered by financial institutions;
  2. that the Client Account details provided to Wingman are correct by checking them against a recent account statement; and
  3. with the Client’s Financial Institution before completing the Direct Debit Request if the Client has any queries about how to complete the Direct Debit Request.

7. Confidentiality

  1. Without limiting Wingman’s obligations under clause 10 of these Terms, Wingman will keep any information (including the Client’s Account details) in the Direct Debit Request confidential. Wingman will make reasonable efforts to keep any such information secure and to ensure that any of Wingman’s employees or agents who have access to information about the Client do not make any unauthorised use, modification, reproduction or disclosure of that information.
  2. Wingman will only disclose information held about the Client:
    1. to the extent specifically required by law; or
    2. for the purposes of this Annexure A (including disclosing information in connection with any query or claim to the Client’s Financial Institution); and
    3. in accordance with the Terms and this Annexure A.

8. Notice

Notwithstanding clause 15.1 of these Terms:

  1. Wingman will provide any notices under this Annexure by email to the email address on file for the Client’s Account; and
  2. the Client will provide any notices to Wingman by email to [email protected].