CLIENT CONDUCT & PROTECTION POLICY

1. LEGAL INTEGRITY NOTICE

Growth Works operates under a strict Legal Fortress Framework.

Malicious, defamatory, or coordinated misconduct will result in:

• Immediate suspension
• Legal escalation
• Liquidated damages claims
• Director liability shield enforcement
• Mandatory mediation
• International arbitration where applicable

We operate with integrity.
We expect the same.

These services are delivered:

  • . In reliance on client-supplied information
  • . Within defined contractual scope
  • . Under documented engagement terms
  • . Subject to Australian Consumer Law (ACL)

Growth Works maintains a zero-tolerance position toward:

  • . Defamatory conduct
  • . Reputational coercion
  • . Coordinated complaint activity
  • . Anonymous allegations
  • . Intellectual property misuse
  • . Misrepresentation of advisory outcomes

This Policy forms part of and is incorporated into:

  • . Terms of Service
  • . Terms of Engagement
  • . Complaints Handling Policy
  • . Defamation Pre-Action Protocol Notice
  • . Privacy Policy
  • . Acceptable Use Policy
  • . Global Regulatory & Compliance Policy

SECTION A — CLIENT CONDUCT & GOOD FAITH OBLIGATIONS

2. MANDATORY GOOD FAITH ENGAGEMENT

Clients agree to:

  1. . Act honestly and in good faith.
  2. . Provide accurate, complete, and non-misleading information.
  3. . Refrain from distortion of advice.
  4. . Avoid selective or misleading publication of communications.
  5. . Engage constructively in dispute resolution.

Providing materially inaccurate or misleading information constitutes a material breach.

3. PROHIBITED CONDUCT

The following conduct is strictly prohibited:

  • . Publishing false or misleading statements regarding Growth Works.
  • . Threatening reputational harm to gain commercial leverage.
  • , Posting public reviews during an active dispute.
  • , Organising or participating in coordinated complaints or campaigns.
  • , Submitting complaints without evidentiary basis.
  • , Using regulatory threats without factual foundation.
  • , Reverse engineering Growth Works frameworks.
  • , Disclosing confidential advisory content.
  • , Harassment or intimidation of personnel.

Where such conduct occurs, Growth Works may:

  • . Immediately suspend services.
  • . Terminate engagement without refund.
  • . Initiate legal proceedings.
  • . Seek injunctive relief.
  • . Recover damages and legal costs.

SECTION B — DEFAMATION PROTECTION FRAMEWORK

4. Defamation Pre-Action Protocol (Mandatory)

Before publishing any adverse statement, review, or allegation, the client must:

  2. Submit a formal written complaint.
  3. Provide documentary evidence.
  4. Allow 14 business days for formal written response.
  5. Participate in good faith resolution dialogue.

Failure to comply will be treated as evidence of bad faith.

5. Defamatory Conduct Defined

Defamation includes:

  • . False statements presented as fact.
  • . Statements omitting material context.
  • . Mischaracterisation of advice or deliverables.
  • . Allegations made prior to resolution pathway completion.
  • . Implying incompetence without substantiation.
  • . Publishing internal communications out of context.

Growth Works reserves all rights under Australian defamation law.

6. Reputational Damage Clause

If a client engages in defamatory conduct and Growth Works suffers:

  • . Loss of contracts
  • . Regulatory harm
  • . Reputational damage
  • . Loss of revenue
  • . Brand dilution

The client agrees to indemnify Growth Works for:

  • . Legal costs
  • . Investigative costs
  • . Recovery costs
  • . Lost revenue attributable to the conduct
  • . Rectification and PR mitigation expenses

This clause survives termination.

SECTION C — INDEMNITY & LIABILITY PROTECTIONS

7. Client Indemnity for Misconduct

The client indemnifies Growth Works, its directors, officers, employees, and contractors against all claims, losses, liabilities, damages, legal costs, and expenses arising from:

  • . False or misleading information supplied by the client.
  • . Unauthorised use of advisory materials.
  • . Defamatory or malicious conduct.
  • . Third-party claims caused by client misrepresentation of Growth Works advice.
  • . Breach of confidentiality.
  • . Regulatory complaints submitted without factual foundation.
  • . Intellectual property infringement caused by client misuse.

Indemnity applies on a full indemnity basis and survives termination.

8. No Reputational Coercion Clause

The client agrees not to use:

  • . Reviews
  • . Media
  • . Social platforms
  • . Regulatory bodies
  • . Competitor communications

As leverage in commercial negotiations.

Any attempt to do so constitutes material breach.

9. No Public Reviews During Dispute

During any active dispute:

  • . Neither party shall publish commentary.
  • . Dispute resolution must be completed first.

This protects procedural fairness.

Any attempt to do so constitutes material breach.

10. No Anonymous or Third-Party Complaints

Growth Works will not process:

  • . Anonymous complaints
  • . Pseudonymous submissions
  • . Third-party allegations without written authority

Complaints must include:

  • . Full legal name
  • . Contact details
  • . Specific facts
  • . Documentary evidence

11. No Coordinated Complaint Activity

Organising or participating in coordinated campaigns, complaint clusters, or reputational pressure groups constitutes bad faith misconduct and will trigger immediate legal review.

SECTION D — INTELLECTUAL PROPERTY PROTECTION

All Growth Works frameworks, methodologies, diagnostic systems, templates, playbooks, dashboards, transformation blueprints, and advisory content remain proprietary intellectual property.

Unauthorised replication, reproduction, distribution, or commercialisation constitutes infringement.

Growth Works reserves rights to seek:

  • . Injunctions
  • . Damages
  • . Account of profits
  • . Delivery up of infringing material

SECTION E — STATUTORY RIGHTS & FAIRNESS

Nothing in this Policy excludes, restricts, or modifies rights under:

  • . Australian Consumer Law
  • . Competition and Consumer Act 2010
  • .
  • Applicable State consumer legislation

Where statutory guarantees apply, they apply.

Growth Works does not guarantee commercial outcomes unless expressly contracted in writing.

SECTION F — SUSPENSION & TERMINATION

Growth Works may suspend or terminate engagement immediately where:

  • . Misconduct occurs.
  • . Defamatory conduct is initiated.
  • . Payment terms are breached.
  • . Confidential information is misused.
  • . Legal risk exposure arises.

Outstanding fees remain payable.

SECTION G — GOVERNING LAW

This Policy is governed by the laws of:

Victoria, Australia

Exclusive jurisdiction: Courts of Victoria.

For international clients, Growth Works may elect binding arbitration seated in Melbourne under the Commercial Arbitration Act (Vic).

SECTION H — PERSONAL LIABILITY SHIELD (DIRECTOR PROTECTION)

18. Corporate Veil & Personal Liability Exclusion

All services are provided exclusively by the contracting legal entity operating as Growth Works Consulting & Advisory.

To the maximum extent permitted by law:

  2. No director, officer, shareholder, trustee, employee, or contractor shall bear personal liability for:
    • . Advisory outcomes
    • . Commercial decisions made by the client
    • . Business performance results
    • . Strategic implementation consequences
  5. Clients expressly agree not to:
    • . Join directors personally in proceedings
    • . Attempt to pierce the corporate veil
    • . Allege personal duty of care outside statutory obligation
  7. Any claim must be brought solely against the contracting entity.

Nothing in this clause excludes liability where statute prohibits exclusion.

This clause survives termination.

SECTION I — LIQUIDATED DAMAGES FOR REPUTATIONAL HARM

19. Pre-Agreed Liquidated Damages Framework

Where a client engages in proven defamatory or malicious conduct causing reputational harm, the parties agree that:

  1. 1. Quantifying reputational damage is inherently difficult.
  2. 2. A pre-estimated liquidated damages sum is commercially reasonable.

Accordingly, the client agrees that:

  • . A minimum liquidated damages amount of AUD $75,000 per verified defamatory publication may be payable; or
  • . The demonstrable financial loss attributable to the conduct, whichever is greater.

This amount reflects:

  • . Brand rehabilitation costs
  • . Legal advisory costs
  • . Commercial disruption
  • . Lost opportunity

This is not a penalty but a genuine pre-estimate of loss.

Growth Works reserves rights to seek additional damages where loss exceeds this amount.

SECTION J — MANDATORY MEDIATION PRIOR TO COURT

20. Compulsory Dispute Resolution

Before commencing court proceedings, parties must:

  1. 1. Undertake formal written complaint process.
  2. 2. Participate in mediation within 30 days of dispute escalation.
  3. 3. Appoint an independent mediator in Melbourne, Victoria (or agreed jurisdiction for international clients).

Costs of mediation are shared equally unless otherwise agreed.

Proceedings commenced without mediation may be stayed by the court.

This clause does not prevent urgent injunctive relief applications.

SECTION K — ESCALATING PENALTY STRUCTURE

21. Graduated Enforcement Model

Where misconduct occurs, Growth Works may apply the following graduated responses:

Level 1 — Warning Notice

  • . Formal cease and desist communication.

Level 2 — Suspension

  • . Immediate service suspension.
  • . Access restriction to proprietary systems.

Level 3 — Termination

  • . Immediate contract termination.
  • . All outstanding fees accelerated.

Level 4 — Enforcement

  • . Liquidated damages claim.
  • . Injunctive relief.
  • . Recovery of legal costs on indemnity basis.

Escalation level is determined at sole discretion of Growth Works based on severity and risk exposure.

SECTION L — INSURANCE NOTIFICATION CLAUSE

22. Insurance Escalation Provision

Where a client:

  • . Threatens legal action
  • . Issues formal allegations
  • . Initiates regulatory complaints
  • . Makes public accusations

Growth Works reserves the right to:

  • . Notify its professional indemnity insurer immediately.
  • . Engage external legal counsel.
  • . Treat all communications as potential litigation material.

The client acknowledges that insurer involvement may increase enforcement response.

SECTION M — CYBERSECURITY COMPLAINT LIMITATION

23. Cybersecurity & Data Allegation Safeguards

Where services involve cybersecurity, IT governance, data advisory, or infrastructure:

  1. Growth Works provides strategic advisory only unless otherwise contracted.
  2. Implementation responsibility remains with the client unless expressly agreed.
  4. Clients must:
    • . Maintain their own cyber insurance.
    • . Maintain internal security controls.
    • . Notify Growth Works promptly of incidents.

Growth Works shall not be liable for:

  • . Security incidents arising from client non-compliance.
  • . Third-party system breaches.
  • . Post-engagement system failures.
  • . Misconfiguration outside advisory scope.

Claims related to cyber incidents must be lodged within 90 days of discovery.

SECTION M — CYBERSECURITY COMPLAINT LIMITATION

23. Cybersecurity & Data Allegation Safeguards

Where services involve cybersecurity, IT governance, data advisory, or infrastructure:

  1. Growth Works provides strategic advisory only unless otherwise contracted.
  2. Implementation responsibility remains with the client unless expressly agreed.
  4. Clients must:
    • . Maintain their own cyber insurance.
    • . Maintain internal security controls.
    • . Notify Growth Works promptly of incidents.

Growth Works shall not be liable for:

  • . Security incidents arising from client non-compliance.
  • . Third-party system breaches.
  • . Post-engagement system failures.
  • . Misconfiguration outside advisory scope.

Claims related to cyber incidents must be lodged within 90 days of discovery.

SECTION N — GLOBAL JURISDICTION ADAPTATION

23. Cybersecurity & Data Allegation Safeguards

24. International Engagements

For clients located outside Australia:

European Union Clients

  • . Engagements subject to governing law of Victoria, Australia.
  • . GDPR compliance obligations remain the client’s responsibility unless expressly contracted.
  • . Any regulatory complaint must first be addressed through internal dispute process.

United States Clients

  • . Exclusive governing law: State of Victoria, Australia.
  • . Venue: Courts of Victoria or arbitration in Melbourne.
  • . No jury trial rights apply.
  • . Parties waive class action participation rights.

Middle East / Asia Clients

  • Arbitration seated in Melbourne under Australian law.
  • Proceedings conducted in English.

SECTION O — CLASS ACTION & GROUP CLAIM WAIVER

Clients agree not to:

  • . Participate in class actions against Growth Works.
  • . Coordinate multi-party litigation.
  • . Join group complaint structures without prior resolution attempt.

Each claim must be brought individually.

SECTION P — SURVIVAL

The following clauses survive termination:

  • . Indemnity
  • . Liquidated damages
  • . Director protection
  • . Confidentiality
  • . Intellectual property
  • . Jurisdiction
  • . Dispute resolution

ECTION Q — SECURITY BOND REQUIREMENT (ENTERPRISE ENGAGEMENTS)

25. Enterprise Security Bond Provision

For Enterprise, Government, Consortium, or High-Risk engagements, Growth Works may require a Security Bond prior to commencement.

  2. The Security Bond may range between:
    • 10%–45% of total engagement value; or
    • A fixed amount determined by risk assessment.
  1. The Bond serves as security for:
    • . Unpaid fees
    • . Misconduct-related damages
    • . Breach of confidentiality
    • . Intellectual property misuse
    • . Defamatory or malicious conduct
  3. The Bond:
    • . Is not a penalty.
    • . Is a commercially reasonable risk allocation mechanism.
    • . May be held in trust or applied against verified losses.
  5. Any unused portion will be refunded within 30 days of final engagement closure.

Growth Works retains discretion to waive or adjust the Bond requirement.

SECTION R — PUBLIC RETRACTION & CORRECTION CLAUSE

26. Mandatory Retraction Obligation

Where a client publishes defamatory, misleading, or materially inaccurate statements regarding Growth Works, and such statements are determined (by court, mediator, or documented evidence) to be false or misleading:

The client must:

  1. 1. Issue a written retraction within 5 business days.
  2. 2. Publish the retraction:
    • . On the same platform,
    • . With equal prominence,
    • . For no less than 30 consecutive days.
  4. 3. Provide written confirmation of publication.

Failure to comply constitutes continuing harm.

Growth Works may seek:

  • . Injunctive relief
  • . Court-ordered retraction
  • . Additional damages

SECTION S — ACCELERATED SUMMARY JUDGMENT PROVISION

27. Contractual Admission & Summary Determination

The client acknowledges that:

  • . The provisions within this Policy are commercially negotiated.
  • . They reflect genuine risk allocation.
  • . They are not unconscionable.

Where a breach involves:

  • . Clear documentary evidence,
  • . Public defamatory publication,
  • . Non-payment of fees,
  • . Intellectual property misuse,

The client agrees not to oppose an application for expedited determination or summary judgment on the basis that facts are undisputed.

This clause does not restrict statutory rights but reflects acknowledgment of contractual clarity.

SECTION T — REPUTATION RESTORATION COST MULTIPLIER

28. Reputation Rehabilitation Multiplier

Where defamatory conduct is established and requires active reputation restoration (including PR campaigns, legal clarification, digital remediation, brand repair), the client agrees:

  1. To reimburse direct costs of remediation; and
  2. To pay an additional multiplier of 1.5x documented remediation costs.

This multiplier reflects:

  • . Reputational volatility
  • . Opportunity cost
  • . Market perception impact
  • . Executive diversion of resources

The multiplier is a genuine pre-estimate of indirect damage, not a penalty.

SECTION U — REGULATORY COMPLAINT INDEMNITY

29. Regulatory Escalation Safeguard

If a client:

  • . Files a regulatory complaint,
  • . Makes formal allegations to ASIC, ACCC, OAIC, APRA, or other authority,
  • . Initiates professional body complaints,

And the complaint is determined to be:

  • . Frivolous,
  • . Malicious,
  • . Without factual basis,
  • . Dismissed in full,

The client agrees to indemnify Growth Works for:

  • . Legal representation costs
  • . Regulatory response preparation costs
  • . Internal investigation costs
  • . Insurer deductible amounts
  • . Executive time diversion costs

This clause does not restrict lawful whistleblower protections.

SECTION U — REGULATORY COMPLAINT INDEMNITY

29. Regulatory Escalation Safeguard

If a client:

  • . Files a regulatory complaint,
  • . Makes formal allegations to ASIC, ACCC, OAIC, APRA, or other authority,
  • . Initiates professional body complaints,

And the complaint is determined to be:

  • . Frivolous,
  • . Malicious,
  • . Without factual basis,
  • . Dismissed in full,

The client agrees to indemnify Growth Works for:

  • . Legal representation costs
  • . Regulatory response preparation costs
  • . Internal investigation costs
  • . Insurer deductible amounts
  • . Executive time diversion costs

This clause does not restrict lawful whistleblower protections.