Services Agreement

1. Background

1. 1.1 LWD is a public company limited by guarantee established to operate as a charity whose purposes (Constitution clause 4(a)(i)) include providing, free of charge to the beneficiary, professional debt-mediation, debt-negotiation and financial-advocacy services to persons in Australia living with a terminal, life-limiting, chronic or serious illness, and their immediate families and primary carers ("Beneficiaries").
2. 1.2 Negotiating or varying consumer credit contracts on behalf of a consumer is a credit activity within the meaning of the National Consumer Credit Protection Act 2009 (Cth) ("NCCP Act"). LWD does not hold an Australian Credit Licence and is prohibited by NCCP Act s 29 from engaging in that activity without one.
3. 1.3 CMS holds Australian Credit Licence 387398, has provided debt-negotiation services to Australians since 2002, and is a member of the Australian Financial Complaints Authority.
4. 1.4 Laurence Hugo is a director and controller of CMS and is the Executive Director and Chief Executive Officer of LWD. CMS is therefore a related party of LWD within Part 2E of the Corporations Act 2001 (Cth) and this agreement is a related-party transaction for the purposes of LWD's Related-Party Transactions Policy and ACNC Governance Standard 5.
5. 1.5 LWD wishes to purchase, and CMS wishes to supply, licensed debt-negotiation services for Beneficiaries on the terms of this agreement.

2. Services

1. 2.1 CMS will provide, for each Beneficiary matter referred by LWD under clause 3, the services described in Schedule 1 ("Services"): creditor identification and correspondence, hardship notices under the NCCP Act and the Banking Code of Practice, negotiation of waiver, reduction, restructure, moratorium, interest or fee waiver or compassionate discharge, written confirmation of outcomes, and reporting to LWD.
2. 2.2 CMS will perform the Services under its own licence, in its own name as the Beneficiary's authorised representative, with the skill and care of a competent licensed debt negotiator, and in compliance with the NCCP Act, ASIC Regulatory Guides 204 and 205, the Privacy Act 1988 (Cth), and CMS's internal and external dispute resolution obligations.
3. 2.3 CMS must not charge, and must not accept from, any Beneficiary any fee, commission, success fee or other payment for the Services. The Services are free to the Beneficiary (Constitution clause 4(a)(i)). CMS may not enter into any separate engagement with a Beneficiary in respect of the debts covered by a referral without LWD's prior written consent given by a non-conflicted Director.

3. Referral and acceptance

1. 3.1 LWD alone decides which Beneficiaries it will fund, applying its intake criteria and Direct Relief Policy. LWD refers a matter to CMS by written referral identifying the Beneficiary, the debts in scope, the Beneficiary's written authority, and a funding cap for the matter.
2. 3.2 CMS may decline a referral within 5 business days. CMS must decline any referral where it has a conflict of interest, including where CMS or any related entity is or has been engaged by a creditor of the Beneficiary.
3. 3.3 Nothing in this agreement obliges LWD to refer any minimum number of matters or any matter at all. Nothing in this agreement grants CMS exclusivity. LWD may refer any matter to any other licensed provider.

4. Fees

1. 4.1 LWD will pay CMS the fees in Schedule 2 for Services actually performed on referred matters, on itemised monthly invoices identifying the matter, the work done, the time or stage, and the outcome recorded.
2. 4.2 The Schedule 2 fees must, at the date of this agreement and at each renewal, be at or below the market rate for equivalent services, evidenced by not fewer than two independent benchmarks recorded in the Board minute approving the agreement (Related-Party Transactions Policy 5A.2). [Benchmarks to be obtained: published rates of at least one Financial Counselling Australia member agency and at least one licensed commercial debt-negotiation firm.]
3. 4.3 No retainer, minimum fee, minimum volume, establishment fee or success fee is payable by LWD. Where CMS elects to invoice below the Schedule 2 rate or not at all for a matter, the difference is recorded by LWD as an in-kind contribution and disclosed under clause 9.
4. 4.4 Fees are payable within 30 days of a compliant invoice, subject to LWD's two-signatory approval for payments above $1,000, one signatory being a non-conflicted Director.
5. 4.5 Total fees payable under this agreement in any financial year are capped at the amount approved for the purpose in LWD's Board-adopted budget for that year. CMS is not entitled to payment above the cap.

5. Term and termination

1. 5.1 This agreement commences on the date it is executed by both parties following the approval in clause 11, and ends 12 months later unless renewed.
2. 5.2 Renewal requires a fresh decision of LWD's non-conflicted Directors on the clause 4.2 benchmarks and the clause 9 annual review. Renewal is never automatic.
3. 5.3 LWD may terminate this agreement at any time on 30 days' written notice without cause. Either party may terminate immediately on material breach not remedied within 14 days, on the other party's insolvency, or if CMS ceases to hold its Australian Credit Licence or its licence is suspended or made subject to conditions that prevent performance.
4. 5.4 On termination CMS will complete, or on LWD's direction hand over to another licensed provider, every open matter, and will be paid under Schedule 2 for work done to the date of handover only.

6. Beneficiary information and privacy

1. 6.1 Each party is an APP entity or agrees to comply with the Australian Privacy Principles as if it were. Health information about a Beneficiary is sensitive information; CMS collects and uses it only for the referred matter, only with the Beneficiary's written consent held by LWD, and must not use it for CMS's own marketing or any other purpose.
2. 6.2 CMS will report to LWD, per matter and in aggregate, the outcomes required for LWD's impact reporting (debt in scope, debt waived, reduced or restructured, days to resolution) without disclosing to LWD any creditor communication that the Beneficiary has asked to keep confidential.
3. 6.3 Neither party will publish any Beneficiary's name, image or identifying circumstances without that Beneficiary's specific written consent under LWD's Beneficiary Depiction Guardrails.

7. Conflicts and conduct

1. 7.1 Laurence Hugo will not participate in, be present for, or vote on any decision of LWD's Board concerning this agreement (Constitution clause 22; Related-Party Transactions Policy 5A.3). This includes approval, fee setting, renewal, termination, dispute and the annual review.
2. 7.2 CMS acknowledges that LWD's Independent Directors may at any time obtain quotes from other licensed providers and may audit CMS's invoices against matter files.
3. 7.3 CMS will not describe itself in any public material as LWD's charity partner, as donating its services, or as working pro bono, unless CMS has invoiced nothing for the period described. LWD will not describe the Services as volunteered.
4. 7.4 Nothing in this agreement authorises CMS to solicit donations for LWD, to hold LWD funds, or to issue receipts on LWD's behalf.

8. Insurance, liability and complaints

1. 8.1 CMS will maintain professional indemnity insurance of not less than [$2,000,000] per claim and will provide a certificate of currency on request.
2. 8.2 CMS is responsible for the conduct of the Services and for any complaint by a Beneficiary about them through CMS's IDR and AFCA membership. LWD is responsible for its own intake and funding decisions.
3. 8.3 Each party indemnifies the other against loss arising from its own breach, negligence or unlawful act, to the extent permitted by law.

9. Disclosure and review

1. 9.1 LWD will disclose this agreement, the aggregate fees paid under it, and the clause 4.2 benchmark analysis in its financial statements (AASB 124), in its Annual Information Statement to the ACNC, on its Register of Interests, and in plain words on its public governance page.
2. 9.2 Annually, LWD's Independent Directors will review the year's invoices against the benchmarks and against recorded outcomes and report to the Board whether the arrangement remains in LWD's best interests.

10. General

1. 10.1 This agreement is governed by the law of [New South Wales]. It is the entire agreement between the parties on its subject matter and may be varied only in writing approved under clause 11. Neither party may assign it without the other's written consent. Notices are given in writing to the addresses in the execution block.

11. Approval conditions (LWD internal)

This agreement may be executed on behalf of LWD only after all of the following are minuted:

1. 11.1 Independent legal review under clause 12 completed and the reviewer's letter received.
2. 11.2 Two clause 4.2 benchmarks obtained and tabled.
3. 11.3 Resolution of the non-conflicted Directors, Laurence Hugo absent, quorum including at least one Independent Director, approving the agreement and finding it to be on arm's-length terms in LWD's best interests, with reasons.
4. 11.4 Entry on the Register of Interests.

12. Independent review

Before execution this agreement, together with the Constitution and the Related-Party Transactions Policy, must be reviewed by a solicitor practising in charity law who has no current or past engagement from CMS, from Laurence Hugo or Lisa Hugo personally, or from CoSai CFO Services. The reviewer's letter is Attachment K-1 to the ACNC application.

Schedule 1, Services

• Intake handover: receive referral, Beneficiary authority and debt schedule from LWD; confirm scope within 5 business days.
• Creditor engagement: written notice to each creditor as authorised representative; invocation of NCCP Act hardship provisions (s 72) and Banking Code of Practice obligations; requests for hold on enforcement and collection contact.
• Negotiation: proposals for waiver, reduction, restructure, moratorium, interest or fee waiver or compassionate discharge; documented creditor responses; escalation to IDR or AFCA where appropriate and with the Beneficiary's consent.
• Resolution: written confirmation of each outcome from the creditor; summary to LWD and Beneficiary; handover to LWD for any direct-relief decision.
• Reporting: per-matter outcome record in the agreed format within 10 business days of close; monthly aggregate.

Schedule 2, Fees

[TO BE SET after clause 4.2 benchmarks. Structure proposed: a fixed fee per stage (intake handover, creditor engagement, negotiation, resolution) per creditor, with a per-matter cap; no time-based billing without prior written approval; GST as applicable. Rates to be at or below the lower of the two benchmarks.]

Execution

[Date of execution: after clause 11 conditions are minuted]