BREAKPOINT ENERGY LIMITED

STANDARD TERMS AND CONDITIONS FOR CONSULTING SERVICES

Effective Date: March 18, 2026
Version: 1.0

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms and Conditions:

"Agreement" means the contract between BreakPoint Energy and the Client comprising these Terms and Conditions, the Engagement Letter, and any Statement of Work.
"BreakPoint Energy", "we", "us", or "our" means BreakPoint Energy Limited (New Zealand company number [TBC]).
"Business Day" means a day (other than a Saturday, Sunday, or public holiday) when banks in Auckland, New Zealand are open for general business.
"Client", "you", or "your" means the entity or person identified in the Engagement Letter.
"Confidential Information" means all information disclosed by one party to the other (whether orally, in writing, or by any other means and whether directly or indirectly) that is marked as confidential or would reasonably be considered confidential given its nature and the circumstances of disclosure.
"Deliverables" means the specific outputs, reports, documents, or other work product described in the Statement of Work.
"Engagement Letter" means the letter or proposal document setting out the scope, fees, and specific terms for a particular engagement.
"Fees" means the charges payable by the Client for the Services as set out in the Engagement Letter.
"Intellectual Property Rights" means all intellectual property rights including patents, trademarks, service marks, trade names, domain names, rights in designs, copyright (including rights in computer software and databases), semi-conductor topography rights, utility models, rights in know-how and other intellectual property rights, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world.
"Services" means the consulting services to be provided by BreakPoint Energy as described in the Engagement Letter and/or Statement of Work.
"Statement of Work" or "SOW" means a document setting out the detailed scope, deliverables, timelines, and fees for a specific project.

1.2 Interpretation

References to clauses and schedules are references to clauses of and schedules to these Terms and Conditions. Clause and schedule headings do not affect interpretation. A reference to a person includes a reference to an individual, firm, company, corporation, or unincorporated body of persons. Unless the context otherwise requires, words in the singular include the plural and vice versa.

2. SCOPE OF SERVICES

2.1 BreakPoint Energy agrees to provide the Services described in the Engagement Letter and/or Statement of Work in accordance with these Terms and Conditions.

2.2 The Services shall be performed by BreakPoint Energy personnel or subcontractors approved by BreakPoint Energy. BreakPoint Energy reserves the right to substitute personnel providing the Services, provided such substitutes possess equivalent qualifications and experience.

2.3 Any changes to the scope of Services must be agreed in writing by both parties. If changes are requested by the Client that result in additional work, BreakPoint Energy shall be entitled to additional fees and time as reasonably required.

2.4 BreakPoint Energy shall use reasonable skill and care in the provision of the Services consistent with prevailing professional standards in New Zealand for similar services.

3. CLIENT OBLIGATIONS

3.1 The Client shall:

(a) Provide BreakPoint Energy with timely access to all information, data, documents, systems, personnel, and facilities reasonably required for the performance of the Services;

(b) Ensure the accuracy and completeness of all information provided to BreakPoint Energy;

(c) Designate a primary contact person with authority to make decisions and provide instructions on behalf of the Client;

(d) Review and respond to deliverables and requests for feedback within reasonable timeframes;

(e) Comply with all applicable laws and regulations in connection with the Services;

(f) Obtain all necessary internal approvals and consents required for the implementation of BreakPoint Energy's recommendations.

3.2 BreakPoint Energy shall not be liable for any delays, costs, or failures in performance resulting from the Client's failure to meet its obligations under this clause.

4. FEES AND PAYMENT TERMS

4.1 Fees

The Fees for the Services are set out in the Engagement Letter or Statement of Work. Unless otherwise stated, all Fees are:

(a) Quoted in New Zealand Dollars (NZD) and exclusive of GST;

(b) Based on BreakPoint Energy's standard rates current at the time of the Engagement Letter;

4.2 Expenses

Unless otherwise agreed in writing, the Client shall reimburse BreakPoint Energy for all reasonable out-of-pocket expenses properly incurred in connection with the Services, including:

(a) Travel, accommodation, and meals when travel is required outside of Auckland;

(b) Courier and delivery charges;

(d) Software licenses or subscriptions required for the Services.

Expenses shall be invoiced at cost plus a handling fee of 5% and must be supported by appropriate documentation.

4.3 Invoicing

(a) BreakPoint Energy shall invoice the Client in accordance with the payment schedule in the Engagement Letter or, if none is specified, monthly in arrears.

(b) All invoices shall be accompanied by reasonable supporting documentation of work performed and expenses incurred.

4.4 Payment Terms

(a) Payment is due within 15 Business Days of the invoice date unless otherwise specified in the Engagement Letter.

(b) Payment shall be made by electronic funds transfer to the bank account specified on the invoice.

(c) All amounts payable under this Agreement shall be paid in full without any set-off, counterclaim, deduction, or withholding except as required by law.

4.5 Late Payment

If any sum payable under this Agreement is not paid by the due date:

(a) BreakPoint Energy may charge interest on the overdue amount at the rate of 2% per month (or part thereof) from the due date until payment is received in full;

(b) BreakPoint Energy may suspend performance of the Services until payment is received;

4.6 Fee Increases

BreakPoint Energy reserves the right to increase its standard rates annually on January 1st each year. Rate increases for ongoing engagements shall be notified to the Client with at least 30 days' notice.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Background IP

Each party retains all rights to its own Background IP (intellectual property owned or licensed before this Agreement or developed independently of it).

5.2 Deliverables

(a) Upon receipt of payment in full of all Fees due, BreakPoint Energy assigns to the Client all Intellectual Property Rights in bespoke Deliverables specifically created for the Client under this Agreement.

(b) The Client acknowledges that Deliverables may incorporate or reference BreakPoint Energy's methodologies, frameworks, templates, tools, and know-how ("BreakPoint Energy IP"), which remain the property of BreakPoint Energy.

(c) The Client is granted a non-exclusive, perpetual, royalty-free license to use BreakPoint Energy IP incorporated in Deliverables solely for the Client's internal business purposes.

5.3 Work Product

All working papers, drafts, research, data compilations, and other materials created in the course of performing the Services ("Work Product") remain the property of BreakPoint Energy but may be provided to the Client upon request.

5.4 Third Party Materials

Where Deliverables incorporate third-party materials, BreakPoint Energy shall obtain appropriate licenses or permissions. The Client's right to use such materials is subject to any restrictions imposed by third-party licensors.

5.5 Use of Name and Logo

Neither party may use the other party's name, logo, or trademarks without prior written consent, except that BreakPoint Energy may:

(a) List the Client as a reference customer (name only) unless the Client objects in writing;

(b) Prepare anonymized case studies with the Client's prior approval.

6. CONFIDENTIALITY

6.1 Obligation

Each party agrees to:

(a) Keep confidential all Confidential Information received from the other party;

(b) Not disclose Confidential Information to third parties without prior written consent except as permitted by Clause 6.2;

(d) Protect Confidential Information using the same degree of care used to protect its own confidential information, but no less than reasonable care.

6.2 Permitted Disclosures

A party may disclose Confidential Information:

(a) To its employees, contractors, professional advisers, and insurers who need to know it for purposes related to this Agreement and who are bound by equivalent confidentiality obligations;

(b) To the extent required by law, court order, or regulatory authority, provided the disclosing party gives reasonable advance notice to the other party where legally permitted;

6.3 Exceptions

The confidentiality obligations do not apply to information that:

(a) Was already known to the receiving party before disclosure;

(b) Is independently developed by the receiving party without use of the Confidential Information;

6.4 Return of Materials

Upon completion or termination of the Services, each party shall, at the other party's request, promptly return or destroy all Confidential Information in its possession and certify such destruction in writing.

6.5 Survival

The obligations under this Clause 6 shall survive termination of this Agreement for a period of five (5) years.

7. DATA PROTECTION AND PRIVACY

7.1 Each party shall comply with all applicable data protection and privacy laws, including the Privacy Act 2020 (New Zealand).

7.2 Where BreakPoint Energy processes personal information on behalf of the Client:

(a) The Client is the data controller and BreakPoint Energy is the data processor;

(b) BreakPoint Energy shall process personal information only on documented instructions from the Client;

(d) BreakPoint Energy shall not transfer personal information outside New Zealand without the Client's prior written consent.

7.3 Each party shall promptly notify the other of any data breach affecting personal information processed under this Agreement.

8. WARRANTIES AND LIMITATIONS

8.1 BreakPoint Energy Warranties

BreakPoint Energy warrants that:

(a) It has the right and authority to enter into this Agreement and perform the Services;

(b) The Services shall be performed with reasonable skill and care consistent with professional standards;

8.2 Client Warranties

The Client warrants that:

(a) It has the right and authority to enter into this Agreement;

(b) All information provided to BreakPoint Energy is accurate, complete, and not misleading;

8.3 Disclaimer

Except as expressly stated in this Agreement:

(a) All warranties, conditions, representations, and guarantees, whether express, implied, statutory, or otherwise, are excluded to the maximum extent permitted by law;

(b) BreakPoint Energy does not warrant that the Services or Deliverables will meet the Client's requirements or achieve any particular result;

(c) BreakPoint Energy's advice is based on information provided by the Client and prevailing circumstances at the time. BreakPoint Energy is not responsible for changes in circumstances or information that occur after advice is given.

9. LIABILITY AND INDEMNITIES

9.1 Limitation of Liability

Subject to Clause 9.3:

(a) BreakPoint Energy's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid or payable by the Client under the relevant Engagement Letter or Statement of Work in the 12 months preceding the date of the claim;

(b) BreakPoint Energy shall not be liable for any:

Loss of profits, revenue, savings, or business;
Loss or corruption of data;
Loss of anticipated savings or business opportunity;
Indirect, consequential, special, or punitive losses or damages;

arising out of or in connection with this Agreement, whether or not such losses were foreseeable or BreakPoint Energy was advised of their possibility.

9.2 Client Indemnity

The Client shall indemnify, defend, and hold harmless BreakPoint Energy from and against all claims, liabilities, costs, and expenses (including reasonable legal fees) arising from:

(a) The Client's breach of this Agreement;

(b) The Client's use of Deliverables in a manner not authorized by this Agreement;

(d) The Client's implementation of BreakPoint Energy's recommendations without obtaining appropriate internal or external approvals.

9.3 Exclusions from Limitations

Nothing in this Agreement excludes or limits either party's liability for:

(a) Death or personal injury caused by negligence;

(b) Fraud or fraudulent misrepresentation;

9.4 Allocation of Risk

The Client acknowledges that:

(a) The limitations of liability in this Clause 9 reflect the allocation of risk between the parties and the Fees charged;

(b) BreakPoint Energy provides advisory services only and is not responsible for the Client's business decisions or implementation of recommendations;

10. TERM AND TERMINATION

10.1 Term

This Agreement commences on the date of the Engagement Letter and continues until:

(a) All Services are completed and all Fees are paid; or

(b) The Agreement is terminated in accordance with this Clause 10.

10.2 Termination for Cause

Either party may terminate this Agreement with immediate effect by written notice if:

(a) The other party commits a material breach of this Agreement and fails to remedy it within 14 Business Days of receiving written notice;

(b) The other party becomes insolvent, goes into liquidation, has a receiver or administrator appointed, or makes an arrangement with creditors;

10.3 Termination for Convenience

Either party may terminate this Agreement for convenience by giving 30 Business Days' written notice to the other party.

10.4 Effect of Termination

Upon termination:

(a) BreakPoint Energy shall immediately cease performing the Services except as reasonably necessary to effect an orderly wind-down;

(b) The Client shall pay all Fees for Services performed up to the termination date plus any committed expenses;

100% of Fees for work already performed;
50% of Fees for work scheduled in the following 30 days;
Any non-cancellable expenses already committed;

(d) BreakPoint Energy shall deliver to the Client all completed Deliverables and Work Product relating to Fees paid;

(e) Each party shall return or destroy Confidential Information as provided in Clause 6.4.

10.5 Survival

Termination does not affect any rights or liabilities that have accrued before termination. Clauses 5 (Intellectual Property Rights), 6 (Confidentiality), 9 (Liability and Indemnities), and 12 (Dispute Resolution) survive termination.

11. FORCE MAJEURE

11.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by circumstances beyond its reasonable control ("Force Majeure Event"), including:

(a) Acts of God, flood, drought, earthquake, or other natural disaster;

(b) Epidemic or pandemic;

(d) War, threat of or preparation for war;

(e) Fire, explosion, or accidental damage;

(f) Collapse of building structures, power or utility failures;

(g) Any law, government order, or regulation.

11.2 The affected party shall:

(a) Notify the other party in writing as soon as reasonably practicable;

(b) Use reasonable endeavors to mitigate the effects of the Force Majeure Event;

11.3 If a Force Majeure Event prevents performance for more than 60 Business Days, either party may terminate this Agreement by written notice without liability except for payment obligations accrued before the Force Majeure Event.

12. DISPUTE RESOLUTION

12.1 Good Faith Negotiation

If a dispute arises under this Agreement, the parties shall first attempt to resolve it through good faith negotiations between senior representatives of each party within 20 Business Days of written notice of the dispute.

12.2 Mediation

If the dispute is not resolved through negotiation, the parties shall attempt to resolve it through mediation administered by the Resolution Institute (New Zealand) or another mediator agreed by the parties. The costs of mediation shall be shared equally.

12.3 Arbitration or Litigation

If mediation is unsuccessful within 40 Business Days, the dispute may be referred to:

(a) Arbitration under the Arbitration Act 1996 (New Zealand), with one arbitrator appointed by agreement or, failing agreement, by the President of the Resolution Institute; or

(b) The courts of New Zealand, which have exclusive jurisdiction.

12.4 Continued Performance

Except where termination is permitted under this Agreement, each party shall continue to perform its obligations during any dispute resolution process.

13. GENERAL PROVISIONS

13.1 Entire Agreement

This Agreement (comprising these Terms and Conditions, the Engagement Letter, and any Statement of Work) constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings relating to its subject matter.

13.2 Amendments

No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties.

13.3 Waiver

No failure or delay by either party in exercising any right or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise preclude any other or further exercise of any right or remedy.

13.4 Severability

If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if that is not possible, severed, and the remaining provisions shall continue in full force and effect.

13.5 Assignment

Neither party may assign, transfer, or subcontract any rights or obligations under this Agreement without the prior written consent of the other party, except that:

(a) BreakPoint Energy may use subcontractors in performing the Services provided they are bound by equivalent obligations;

(b) Either party may assign this Agreement to a successor entity in the event of a merger, acquisition, or sale of substantially all assets relating to the subject matter of this Agreement.

13.6 Notices

(a) All notices under this Agreement must be in writing and delivered by:

Hand delivery;
Registered mail to the address specified in the Engagement Letter;
Email to the email address specified in the Engagement Letter, with confirmation of receipt.

(b) Notices are deemed received:

If hand delivered, upon delivery;
If mailed, 5 Business Days after posting;
If emailed, upon confirmation of receipt or 24 hours after sending, whichever is earlier.

13.7 Relationship of Parties

BreakPoint Energy is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

13.8 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement.

13.9 Governing Law

This Agreement is governed by and construed in accordance with the laws of New Zealand. The parties submit to the exclusive jurisdiction of the New Zealand courts.

14. INSURANCE AND PROFESSIONAL STANDARDS

14.1 Professional Indemnity

BreakPoint Energy maintains professional indemnity insurance with minimum coverage of NZD $2,000,000 per claim and shall maintain such insurance throughout the term of this Agreement.

14.2 Professional Standards

BreakPoint Energy shall:

(a) Comply with all applicable professional standards and codes of conduct;

(b) Maintain appropriate quality management systems;

14.3 Conflicts of Interest

BreakPoint Energy shall notify the Client immediately if it becomes aware of any actual or potential conflict of interest that may affect the provision of Services. The parties shall work together in good faith to manage or resolve any such conflicts.

15. SUBCONTRACTING

15.1 BreakPoint Energy may engage subcontractors to assist in performing the Services, provided that:

(a) Subcontractors possess appropriate qualifications and experience;

(b) Subcontractors are bound by confidentiality and other obligations equivalent to those in this Agreement;

15.2 Key personnel identified in the Engagement Letter shall not be substituted without the Client's prior written consent, such consent not to be unreasonably withheld.

16. ACCEPTANCE OF TERMS

By approving an Engagement Letter or Statement of Work, authorizing commencement of Services, or making payment for Services, the Client agrees to be bound by these Terms and Conditions.

BreakPoint Energy Limited
New Zealand Company Number: [TBC]
Contact: nigel@breakpoint.nz
Website: www.breakpointenergy.co.nz

Last Updated: March 18, 2026
Version: 1.0

These Terms and Conditions are based on market best practices for tier-one consulting services in New Zealand and have been prepared with reference to New Zealand law. Clients are advised to seek independent legal advice before entering into any agreement.