Standard Terms
of Service.

In this agreement, unless the context otherwise requires:

Acceptance

is as specified in clause 2.4(a);

ACL

means Schedule 2 of the Competition and Consumer Act 2010 (Cth);

Additional Services

are as specified in clause 2.2;

Approval

is as specified in clause 9.8(a);

Best Practice

is as specified in clause 10.2(a)(i);

Business Day

means a day that banks are open for business in Melbourne, Victoria that is not a Saturday, Sunday or public holiday;

Cancellation Date

is as specified in clause 2.4;

Claim

means any claim, suit, action, proceeding, demand, damages, litigation, investigation, audit, judgment, liability, cost and expense (including any legal cost on an indemnity basis) made against the person concerned, however it arises, and whether it is present or future, fixed or unascertained, actual or contingent based in contract, tort (including negligence), equity or statute and whether involving a third party or otherwise;

Client IP

means any Intellectual Property Rights owned by or licensed to the Client, including any Intellectual Property Rights in Client Material, but excluding Service Provider IP and Developed IP.

Client Material

means any Material which is provided or made available by Client to Service Provider in connection with this agreement including in the course of, as a consequence of, or in relation to Service Provider providing the Services;

Client Responsibilities

are as specified in the schedule;

Commencement Date

is as specified in the schedule;

Confidential Information

means all information (whether written or oral) disclosed by a party to another party which is either:

1. identified as confidential by the discloser at the time of disclosure; or
2. of a nature which should reasonably be regarded by the recipient as confidential,

but does not include information which:

1. is in the public domain without fault of the discloser;
2. was in the recipient's lawful possession at the time of disclosure;
3. is disclosed to obtain the consent of any third party to any requirement of, or to any act pursuant to, this agreement; or
4. is required by law, by an order of a court or tribunal or by the requirements of a stock exchange to be disclosed;

For the avoidance of doubt, Confidential Information includes all Deliverables, except to the extent expressly stated otherwise in the Schedule or Proposal.

Consequential Loss

means, in relation to a breach of this agreement, any indirect loss (including, loss of production, loss of profit, loss of revenue, loss of contract, loss of goodwill, liability under other documents or liability to third parties) resulting from the breach;

Content

is as specified in clause 10.1(h);

Corporations Act

means the Corporations Act 2001 (Cth);

Created Content

is as specified in clause 10.1(k);

Deliverable

means each tangible output, artefact, configuration, document, or work product expressly identified as a deliverable in the Schedule or Proposal.

Developed IP

means any Intellectual Property Rights whether developed by Service Provider or Client or a combination of both, resulting directly or indirectly from Service Provider providing the Services;

Facilities

means Client's computing facilities as specified in the schedule;

GST

means any tax imposed by or through the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any related tax imposition act (whether imposing a tax as a duty of customs excise or otherwise) on supply (without regard to any input tax credit);

Insolvent

means when:

1. a person becomes, or admits in writing that they are, or are declared to be, or are deemed under any applicable law to be, insolvent, insolvent under administration or unable to pay their debts or stops payment of their debts generally;
2. a person has a controller appointed to them or any part of their property;
3. a person is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by each other party);
4. an application or order has been made (and, in the case of an application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal put forward, or any other action taken, in each case in connection with that person, which is preparatory to or could result in any of paragraphs (a), (b) or (c) above;
5. a security interest is enforced or becomes enforceable against that person and any enforcement action which results from it is not discontinued 10 Business Days after its commencement;
6. a person is otherwise unable to pay their debts when they fall due;
7. something having a substantially similar effect to paragraphs (a) to (e) that happens in connection with that person under the law of any jurisdiction;
8. a person is or becomes the subject of:
   1. an announcement, application, compromise, arrangement, managing controller, or administration as described in section 415D(1), section 434J(1) or section 451E(1) of the Corporations Act; or
   2. any process which under any law may give rise to a stay on, or prevention of, the exercise of contractual rights; and
9. a person presents a declaration of intention under section 54A of the Bankruptcy Act 1966 (Cth);

Intellectual Property Rights

means all intellectual property rights (whether or not registered including all applications and the right to apply for any registration) which are owned by, licensed to, or used by, a party, or developed during the Term, including:

1. any inventions, innovations, Confidential Information, processes, technology, systems, reports, specifications, blue-prints, patents, patent applications, trade marks, service marks, trade names, domain names, designs, design rights, brands and company names, sales processes, marketing information, trade secrets, copyright works, URLs, drawings, plans, discoveries, inventions, improvements, technical data, research data, formulae, computer programs, software, know-how, logos, symbols, inventions, websites, databases, social media, advertising, other promotional materials, briefs, drawings, materials, manuals, records, procedures, systems, marketing techniques, plans and specifications and similar industrial or intellectual property rights; and
2. all rights with respect to intellectual property as defined in Article 2 of the convention establishing the World Intellectual Property Organisation of July 1967;

Items

are as specified in the schedule;

Material

includes articles, images, names, website content, documents, software, configurations, equipment, reports, technical information, studies, plans, charts, drawings, calculations, tables, schedules and data stored by any means;

Minimum Term

is as specified in clause 9.7;

Moral Right

means the right:

1. of integrity of authorship;
2. of attribution of authorship; and
3. not to have authorship falsely attributed,

including those rights as conferred by the Copyright Act 1968 (Cth), and rights of a similar nature anywhere in the world whether existing before, on or after the Commencement Date.

Personal Information

has the meaning given in the Privacy Law;

Platform

means any third-party software, cloud service, or technology platform used in connection with the Services, including Salesforce, Agentforce, Data Cloud, Digital Engagement channels, and any related third-party systems, which are not owned or controlled by the Service Provider.

PPSA

means the Personal Property Securities Act 2009 (Cth);

Privacy Law

means:

1. the Privacy Act 1988 (Cth); and
2. any legislation applicable to a party from time to time in force in any Australian jurisdiction, affecting privacy, personal information or the collection, handling, storage, processing, use or disclosure of data;

Proposal

means each written proposal, quote, tender, pricing submission, or equivalent (or oral equivalent acknowledged by Service Provider in writing) given by Service Provider in writing to Client, including a quote under clause 2.2;

Purchase Order

means an ordering document or online order specifying the Services to be provided under this agreement;

Representative

includes, in respect of a party, any officer, employee, contractor, subcontractor, agent, or advisor of that party.

Services

means:

1. the services to be provided by the Service Provider as expressly described in the Schedule or Proposal, including the creation and delivery of the Deliverables; and
2. any Additional Service;

Service Fee

means the amount as specified in the schedule;

Service Provider IP

means any Intellectual Property Rights in any Material which is provided or made available by Service Provider to Client in connection with this agreement including in the course of, as a consequence of or in relation to Service Provider providing the Services that is not Client Material;

Specified Amount

is as specified in the schedule;

Term

means the period commencing on the Commencement Date and ending on the earliest of:

1. completion of the Services and delivery of all Deliverables in accordance with the Schedule or Proposal;
2. the Termination Date; or
3. earlier termination of this agreement in accordance with its terms.

Termination Date

means the date of termination of this agreement; and

Variation Notice

is as specified in clause 2.3(a).

In this agreement, unless the context otherwise requires:

1. a reference to:
   1. any law includes any subordinate legislation as amended, replaced, re-enacted or consolidated;
   2. "person" includes:
      1. a corporation, partnership, joint venture, association, authority, trust, state or government agency; and
      2. their executors, administrators, substitutes, successors and permitted assigns;
   3. any gender includes all genders;
   4. a "clause", "schedule" or "annexure" is to a clause, schedule or annexure of this agreement;
   5. any deed, agreement or document is to that deed, agreement or document (and, where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;
   6. a matter being "written" includes that matter being in any mode of representing or reproducing words, figures or symbols capable of written form; and
   7. dollars or $ is to Australian currency;
2. the singular includes the plural and vice versa;
3. headings are included for convenience only and do not affect interpretation;
4. the background, schedules and annexures form part of this agreement and are operative terms;
5. where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
6. if a period of time starts from a given day (or event), it is calculated exclusive of that day (or the day the event occurs);
7. a word or phrase given a meaning in the Corporations Act has the same meaning in this agreement unless otherwise defined;
8. "includes", "including", or similar expressions, are not words of limitation; and
9. if the day on or by which any thing is to be done under or pursuant to this agreement is not a Business Day, that thing:
   1. if it involves a payment other than a payment which is due on demand, must be made on the preceding Business Day; and
   2. in all other cases, must be done no later than the next Business Day.

If a party comprises 2 or more persons, a reference to that party includes each of them and any two or more of them jointly, and this agreement binds each of them separately and any two or more of them jointly.

Nothing in this agreement is to be interpreted against a party solely on the grounds that the party put forward this agreement or a relevant part of it.

To the maximum extent permitted by law, where there is any inconsistency between the provisions of this agreement, the parties agree that the documents will be interpreted, and any inconsistency resolved, in the following descending order of priority:

1. clauses 1 to 15 of this Services Agreement;
2. the Schedule, provided that a provision of the Schedule will only prevail over one or more clauses of this Services Agreement if it expressly states that intention and identifies the relevant clause or clauses;
3. the Proposal; and
4. any other document prepared by a party in accordance with this agreement.

During the Term:

1. Service Provider will provide the Services to Client and in doing so, will complete each Deliverable; and
2. Client will pay Service Provider the Service Fee,

in accordance with the provisions of this agreement.

On request from Client, Service Provider may agree to provide additional services other than those specified in the schedule (including to provide any additional functionality) or to provide further or other services, products or software (Additional Services). Following that request, Service Provider will provide Client with a separate Proposal for the Additional Services and, if Client accepts that Proposal, then the provisions of this agreement will apply to the provision of those Additional Services.

1. Any Proposal given by Service Provider (whether before this agreement was signed, or under clause 2.2) is based on the information provided by Client to Service Provider at the relevant time. If any difference to that information is discovered during the provision of the Services requiring a material change to the nature or scope of the Services (or any Additional Services), Service Provider will notify Client that the relevant Proposal needs to be varied and will detail its proposed variations to that Proposal (Variation Notice).
2. Within 5 Business Days of issuance of a Variation Notice, Service Provider and Client will negotiate in good faith and agree to the variations of the relevant Proposal. If the parties are unable to agree to those variations within that time, either party may terminate this agreement by written notice to the other.

1. For each Deliverable (subject to any specific requirement in the Proposal) Service Provider will prior to completion of its delivery:
   1. provide a suitable preview to Client to enable them to review the Deliverable against the specifications and other requirements in the Proposal;
   2. procure access for Client to, any required digital work space, web site, development directory or other digital or physical site to permit Service Provider (or its agent) to inspect the Services and make its own assessment; and
   3. meet with Client and satisfy any questions regarding the Services,
   and where Client is satisfied with the Services, they must confirm that delivery satisfies the obligations of Service Provider (Acceptance).
2. Prior to Acceptance, Client may request any:
   1. further information in respect of; and
   2. specify any deficiencies in,
   the Service which must promptly be satisfied or rectified by Service Provider. Any such request will not include any amendments or improvements to the Service (whether for usability, functionality, design or otherwise) beyond the scope of the Proposal. Following satisfaction of that request, Service Provider may repeat the process in clause 2.4(a) to obtain Acceptance.
3. Service Provider has satisfied the requirements in clause 2.4(a) and notwithstanding that Client does not provide a response to Service Provider within 5 days of that satisfaction, Client will be deemed to have given Acceptance.

Service Provider may (and may only) sub-contract the delivery of Services to suitably qualified persons on notice to Client, after providing such information regarding them as Client reasonably requests and obtaining the written approval of Client.

Service Provider acknowledges that:

1. it is entitled to provide the Services remotely from its own premises and is not required to attend Client's premises (including any Facilities);
2. it will not use the Means of Remote Access (or any other methods of remote access) to access the Facilities for any purpose other than to provide the Services. However, Service Provider is permitted to gain remote access to the Facilities for lawful purposes using any publicly available means which do not require special authorisation or any agreed means;
3. it will comply with all laws and the rules and regulations of external agencies applying to the performance of the Services; and
4. it will take the reasonable commercial steps as accepted in the market for Services of this nature and pricing to maintain the security of the Facilities (insofar as the use of Service Provider's systems and the Means of Remote Access are concerned) ensuring that:
   1. no passwords are stored in easily recognisable form on Service Provider's own systems in circumstances where a breach of Service Provider's own internal security may reveal them;
   2. only those employees and contractors of Service Provider who are required to access the Facilities using Service Provider's systems and the Means of Remote Access are able to do so; and
   3. the Facilities are not capable of being accessed by a system or user, except as permitted by this agreement.

During the performance of the Services, Client will:

1. co-operate with Service Provider as Service Provider reasonably requires;
2. provide the information and documentation that Service Provider reasonably requires;
3. authorise Service Provider to obtain access to the Facilities using Means of Remote Access and subject to any restrictions on access provided to Service Provider in writing, for the purposes of providing Client with the Services;
4. ensure that Client's staff and agents co-operate with and assist Service Provider;
5. not charge for Service Provider's use of the Facilities made available by Client;
6. indemnify Service Provider against any loss or damage arising directly or indirectly from any unauthorised use of the Facilities to which Service Provider has been granted remote access, provided that such unauthorised use has not arisen as the result of any material breach by Service Provider of its own obligations under clause 3.1(d);
7. pay the Service Fee when due to Service Provider;
8. pay Service Provider for the cost of any out-of-pocket expense necessarily incurred in the provision of Services, including, but not limited to:
   1. products (including any licensing fee that Service Provider is required to pay to obtain a sub-licence in favour of Client for any third-party software) together with Service Provider's own charge that it levies for handling and/or obtaining any relevant sub-licences;
   2. any reasonable transport and/or accommodation expenses incurred by Service Provider in attending Client's premises; and
   3. any expense incurred by Service Provider on Client's behalf or in carrying out its obligations under this agreement;
9. provide each Item; and
10. promptly complete each Client Responsibility as required from time to time.

The Service Provider must obtain and maintain, at its own cost and for the duration of the Term, the following insurance policies with insurers authorised by the Australian Prudential Regulation Authority:

1. public liability insurance for not less than $20 million per occurrence and in the annual aggregate;
2. professional indemnity insurance for not less than $10 million per claim and in the annual aggregate; and
3. any other insurance required by law, including workers' compensation insurance.

The Service Provider must, upon reasonable request, provide the Client with certificates of currency evidencing the required insurance cover.

Subject to the Proposal:

1. Service Provider may invoice Client on an interim basis for progress payments, upon completion of each Deliverable, together with expenses that Client is required to reimburse Service Provider. Such invoices will contain information and detail as Client may reasonably require to permit them to account for the Services or as reasonably prescribed by them to Service Provider; or
2. Client will provide Service Provider with a valid Purchase Order.

1. All invoices or Purchase Orders (as applicable) rendered by Service Provider are payable within 14 days from the issue date. Client agrees to pay Service Provider in full within that period unless Client has a genuine dispute in relation to the amount of the invoice or Purchase Order (as applicable), in which case Client must within the time limit for payment, refer the amount in dispute to dispute resolution under clause 11, and pay the amount (if any) not in dispute.
2. Payments are to be made by Client to Service Provider by EFT to Service Provider's banking details, as specified in the schedule, the Proposal or by notice from Service Provider to Client from time to time.
3. Client must pay Service Provider's invoices or Purchase Orders (as applicable) in full without set off, deduction or counterclaim and Service Provider acknowledges that this clause may be relied on in bar of any such proceeding.

If Client fails to pay any invoice or Purchase Order (as applicable) by the due date for payment, then without prejudice to Service Provider's rights:

1. Client will be charged, and be liable to pay Service Provider, interest on the outstanding amount at the rate prescribed from time to time under section 2 of the Penalty Interest Rates Act 1983 (Vic) until the date that the outstanding amount has been received in full clear funds by Service Provider. Interest:
   1. accrues daily;
   2. is calculated on the basis of the actual number of days on which interest has accrued and of a 365 day year; and
   3. automatically capitalises to the relevant outstanding amount and is payable on repayment of that outstanding amount; and
2. Service Provider may, without penalty, by written notice to Client suspend provision of the Services until the outstanding amount and interest have been paid to Service Provider in full.
3. Notwithstanding the suspension of a Service, Client must continue to pay the Service Fees for each Service during that suspension.

Each party acknowledges and agrees that, in consideration of each other party agreeing to enter into this agreement, they:

1. will not (other than as contemplated by this agreement), directly or indirectly:
   1. use the Confidential Information other than as contemplated by this agreement;
   2. divulge to any person (other than in accordance with this agreement or as required by law) Confidential Information of each other party; or
   3. utilise or turn to their own account anywhere in the world, whether or not in association or cooperation with any other person any Confidential Information; and
2. must:
   1. promptly notify each other party if they become aware of a disclosure of Confidential Information contrary to the terms of this agreement; and
   2. provide each other party with all reasonable assistance in connection with any proceedings arising from that disclosure.

1. Each party acknowledges and agrees that they must use the Confidential Information solely as contemplated by this agreement.
2. The restrictions in this clause do not apply to information which is disclosed to an:
   1. expert appointed under this agreement;
   2. advisor to a party; and
   3. officer of a party who is a body corporate,
   provided that each person receiving the information undertakes to keep it confidential.
3. The parties agree to take no action to prohibit or prevent any disclosure that complies with the provisions in this clause.

On the Termination Date, each person who has received Confidential Information or created any document incorporating that information must:

1. return or procure the return of that information (except to the extent that they are obliged by law to keep a copy as part of the records of their business); or
2. destroy or procure the destruction of that information and certify that it has been destroyed.

This clause 5 survives termination of this agreement.

Unless expressly stated otherwise in the Schedule or Proposal, all Deliverables created by the Service Provider for the Client under this agreement constitute Confidential Information of the Client for the purposes of this clause 5.

This clause does not affect the ownership of Intellectual Property Rights as set out in clause 7.

Each party must ensure that all of its dealings with Personal Information in connection with this agreement comply with the applicable Privacy Law (and if not subject to the Privacy Act 1988 (Cth) as if they were).

Each party must:

1. if reasonably requested by the other party, provide access to any Personal Information acquired from another party under or in connection with this agreement;
2. take reasonable steps to ensure that Personal Information held by it is protected against misuse, interference, loss, unauthorised access, unauthorised modification and unauthorised disclosure;
3. ensure that only its Representatives who have a genuine need to deal with Personal Information in connection with this agreement are given access to that Personal Information, and that those Representatives are aware of, and comply with, the obligations of this agreement relating to privacy and confidentiality.
4. immediately notify each other party if the first party becomes aware of a breach or possible breach of their obligations in relation to Personal Information under this deed and immediately:
   1. take such steps as the other party requires to resolve or otherwise deal with the breach or possible breach;
   2. follow any reasonable direction from the other party in relation to the breach or alleged breach; and
   3. indemnify the other party against any loss arising from any Claim suffered by the other party as a result of the breach by the other party of its obligations in relation to Personal Information under this agreement.

1. For the avoidance of any doubt, nothing in this agreement affects in any way or alters either party's or any third party's ownership of, or rights to, any Intellectual Property Rights existing prior to the Commencement Date.
2. During the Term, Service Provider grants to Client a world-wide, royalty free and non-exclusive licence to use Service Provider IP provided to Client for use in conjunction with the Services and any Developed IP.

Service Provider:

1. must use the Client Material only in accordance with any directions given by Client and only to the extent necessary to provide the Services;
2. is responsible for the safe keeping of Client Material in their custody or control; and
3. acknowledges and agrees that:
   1. Client retains all Intellectual Property Rights in the Client Material; and
   2. nothing in this agreement is intended to grant Service Provider any Intellectual Property Rights or other rights in the Client Material,
   other than as expressly provided in this agreement.

Client acknowledges and agrees that:

1. Service Provider retains all Intellectual Property Rights in any Service Provider IP; and
2. nothing in this agreement is intended to grant Client any Intellectual Property Rights or other rights in any Service Provider IP apart from the licence granted under clause 7.1(b).

1. Client owns all:
   1. Developed IP; and
   2. Intellectual Property Rights in the Developed IP,
2. Service Provider:
   1. unconditionally assigns to Client all existing and future Intellectual Property Rights that it may have as a matter of any Developed IP;
   2. acknowledges that by virtue of this clause, all existing Intellectual Property Rights in the Developed IP vest in Client on creation; and
   3. will execute all additional documentation that may be required by Client from time to time to perfect that assignment of the Developed IP.
3. Clause 7.4(a) does not affect the ownership of any Intellectual Property Rights owned by Service Provider in any existing material (if any) incorporated into or used to produce the Developed IP.
4. Service Provider must not make any Claim that they have any right, title or interest in the Developed IP or to use those rights.
5. Service Provider warrants that:
   1. they have the legal right to grant to Client the assignment of the Developed IP under clause 7.4(b); and
   2. in undertaking their obligations under this agreement and delivering the Developed IP, Service Provider will not:
      1. breach any obligation owed to any third party in respect of their Intellectual Property Rights; and
      2. infringe any Intellectual Property Rights of any third party.

1. Client gives consent for Service Provider to act in any way which may otherwise infringe Client's Moral Rights in the Developed IP.
2. Without limiting the generality of clause 7.5(a), Client consents to Service Provider failing to identify Client as the author of the Developed IP, falsely attributing authorship of any of the Developed IP and, in particular:
   1. not identifying Client, whether by act or omission, as the author of the Developed IP, including not allowing the inclusion of any watermark or imbedded mark in any of the Developed IP which would identify Client as the creator or contributor of the Developed IP;
   2. not mentioning or acknowledging Client's authorship to the Developed IP, any final or related or derivative products, programs or materials, including marketing and collateral material;
   3. not mentioning or acknowledging Client's authorship of the Developed IP in any reproduction, adaptation, transmittal or publication; and
   4. amending the shape, configuration, design, appearance or any other feature of the Developed IP, subjecting the Developed IP to any treatment or changing the purpose of use of the Developed IP for any reason, including use on any medium for promotional purposes.
3. Client warrants that it will execute further documentation as may be required by Service Provider to perfect the consents and undertakings Client has given to Service Provider regarding Client's Moral Rights.
4. Client acknowledges that any consents which have been given in respect of Client's Moral Rights are given genuinely.

1. This Agreement may only be terminated in the following circumstances:
   1. Either party may terminate this Agreement by notice in writing to the other if the other party commits a material breach of this Agreement and fails to rectify that breach within 14 days of receiving written notice specifying the breach and requiring it to be remedied to the reasonable satisfaction of the notifying party.
   2. The Client may terminate this Agreement by notice in writing to the Service Provider if the Service Provider or its Representatives engages in any dishonesty, serious misconduct or serious neglect of duty in connection with the provision of the Services.
   3. Either party may terminate this Agreement immediately by written notice if the other party becomes Insolvent.
2. Consequences of Termination

   Upon termination of this Agreement for any reason:

   1. The Client must pay to the Service Provider:
      1. all Service Fees, expenses and reimbursements due in respect of Services provided up to the Termination Date, including partially completed work;
      2. any reasonable out-of-pocket costs incurred by the Service Provider in connection with the Services prior to the Termination Date;
      3. an amount equal to the Service Fees that would have been payable for a two (2) week period following the Termination Date for any personnel allocated to the Client engagement and unable to be reassigned during that period.
   2. The Service Provider must, upon receipt of all outstanding amounts:
      1. promptly return or deliver to the Client all Client Material and any other property of the Client in its possession or control; and
      2. provide reasonable cooperation to support a smooth transition or handover, if requested by the Client.

Neither party will have any liability under or be deemed to be in breach of this agreement for any delays or failures in performance of this agreement which result from circumstances beyond the reasonable control of that party. The party affected by such circumstances must promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 6 months, either party may terminate this agreement by written notice to the other party.

Each party represents and warrants that it does not engage in, and will take reasonable steps to ensure that its officers, employees, contractors and subcontractors do not engage in, any conduct that would constitute an offence under the Modern Slavery Act 2018 (Cth).

Each party must establish and maintain appropriate policies and procedures to support compliance with the Modern Slavery Act 2018 (Cth), to the extent applicable to that party.

If a party becomes aware of any actual or reasonably suspected modern slavery in connection with the performance of this agreement, it must promptly notify the other party and cooperate in good faith to address and remediate the issue, to the extent reasonably practicable.

Each party will promptly make any Claim arising under this agreement in writing to the other party with sufficient information (as then available to them) to substantiate their Claim and to specify the remedy sought.

Where the ACL applies to this agreement, the Services come with guarantees that cannot be excluded under that legislation.

The provisions of this agreement do not exclude or limit the application of any laws, (including the ACL) where to do so would contravene those laws or cause any part of this agreement to be void.

1. Subject to this clause, Service Provider's liability for any loss or damage to Client in respect of matters arising in each calendar year in connection with:
   1. the provision of Services; or
   2. its obligations under this agreement,
   is limited to the Specified Amount.
2. Clause 9.4(a) will not limit or exclude the liability of Service Provider for:
   1. death or personal injury resulting from gross negligence;
   2. fraud or fraudulent misrepresentation; or
   3. their breach of third-party Intellectual Property Rights.
3. It is Client's responsibility to ensure all copy and creative materials produced under the agreement are compliant with any and all relevant legislation or regulations that apply.
4. No party will be liable to the extent that the other party or its agents, employees or subcontractors has caused or contributed to any loss.

For the avoidance of doubt, the limitation of liability in this clause applies on an aggregate basis in respect of all Claims arising in connection with this agreement in each calendar year.

Notwithstanding any other provision of this agreement, no party will be liable for any special, incidental, indirect, punitive or Consequential Loss of the other party however caused and whether or not that the party suffering the loss was aware or should have been aware of the possibility of such loss or damage.

Each party unconditionally and irrevocably indemnifies, holds indemnified and keeps, the other party, their officers, employees and agents harmless against any and all Claims that arise, or result from, or is in any way connected with the Services, including the sale of any product or service via their website, other than to the extent contributed to by the negligence of that party.

The minimum period which Client must acquire each Service is set out in the Proposal (Minimum Term). The Minimum Term for each Service commences once Service Provider informs Client that the Service is operating (gone "live") and is suspended for any period which the parties agree in writing. If suspended, the Service will recommence on Service Provider's written advice to Client.

1. Service Provider will seek Client's approval to launch any version of a Service which allows public access (Approval). As part of the Approval process, Client will be able to preview the Service. Any request, other than clause 9.9, for amendments or improvements to the Service (whether for usability, functionality, design or otherwise) beyond the scope of the Agreement will incur additional fees.
2. Client will provide Service Provider with any information (or answers to our requests) in accordance with the timelines specified by Service Provider (whether in our Proposal or otherwise). If Client does not provide a response within 5 Business Days, unless otherwise stated, from the date the request was made, Client will be deemed to have given their Approval.

Following Client's acceptance of the Proposal and this agreement, any further amendments will be provided at Service Provider's absolute discretion and may incur additional fees. If delays caused by Client cause the development and delivery of the Service to extend beyond the agreed delivery timeline by more than 4 weeks, we may terminate the Services and you will be responsible for the full Service Fee.

Each party represents and warrants to each other party that:

1. the execution of this agreement has been properly authorised by all necessary corporate or other action;
2. it has full corporate or statutory power and authority to execute this agreement and to perform or cause to be performed their obligations under this agreement;
3. this agreement constitutes a legal, valid and binding obligation on them;
4. this agreement does not conflict with, or result in the breach of, or default under:
   1. the provision of the constitution or other constituent documents of any corporate party; or
   2. any material term or provision of any agreement or any writ, order or injunction, judgment, law, rule or regulation to which they are subject or by which they are bound;
5. they are not Insolvent;
6. if they are a trustee of a trust:
   1. they are the sole trustee of that trust and no action has been taken to remove or replace them;
   2. they have the power under the trust deed of that trust to execute and perform their obligations under this agreement;
   3. all necessary action has been taken to authorise the execution and performance of this agreement under the constituent documents of that trust;
   4. they have the right to be fully indemnified out of the trust fund of that trust in relation to this agreement, and that right has not been modified or released;
   5. this agreement is executed and all transactions relating to this agreement are or will be entered into as part of the due and proper administration of that trust and are or will be for the benefit of the beneficiaries; and
   6. the trust is not Insolvent;
7. to their knowledge, there are no actions, Claims, proceedings or investigations pending or threatened against them which could have a material effect upon the subject matter of this agreement;
8. they own or are licensed to use in the manner contemplated by the agreement the technology used in the Services and all works (as defined in the Copyright Act 1968 (Cth)) including text, graphics, imagery, photography logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and other content provided by that party (directly or indirectly) (Content), unless specified otherwise in writing;
9. Content which they provide to the other party:
   1. does not infringe the intellectual property rights of a third party;
   2. is not fraudulent, stolen, or otherwise unlawful;
   3. does not violate any applicable law, statute, ordinance or regulation (including those governing export control, consumer protection, unfair competition, or criminal law);
   4. does not unlawfully threaten or harass any person (in our reasonable opinion) or is defamatory (or any equivalent); and
   5. does not contain viruses or other computer codes, files or programs which limit or destroy the functionality of other Content or computer hardware;
10. Service Provider reserves the right to refuse any Content that they consider to be in contravention of any of these provisions; and
11. they will retain all its rights in respect of its existing Content. Client agrees that Service Provider owns all the Content created by them in connection with the agreement (Created Content). Client will not have any rights to the Created Content even after the payment of Service Provider's invoice(s) or Purchase Order(s) (as applicable) and/or the termination of this agreement.

1. Service Provider warrants, represents and undertakes that:
   1. it will carry out the Services with all due skill and diligence and in a good and workmanlike manner, and in accordance with the usual commercial practice within the industry of Service Provider (Best Practice);
   2. their employees and agents will have the necessary skills, professional qualifications and experience to perform the Services in accordance with Best Practice;
   3. they have obtained all necessary and required licences, consents and permits to perform the Services;
   4. their use of their Intellectual Property Rights will not infringe the Intellectual Property Rights or other rights of any third party; and
   5. the exercise of Service Provider IP will not infringe the Intellectual Property Rights or other rights of any third party.
2. Service Provider covenants that they will be solely responsible for the payment to their employees, contractors and agents of all amounts due by way of salary, superannuation, annual leave, long service leave and any other benefits to which they are entitled in respect of delivery of the Services.
3. The provisions of this agreement do not exclude or limit the application of any laws, (including the ACL) where to do so would contravene those laws or cause any part of this agreement to be void. To the maximum extent permitted by law, the provisions of this agreement exclude all implied conditions and warranties except any implied condition or warranty, the exclusion of which would contravene any laws or cause this condition to be void.
4. The Services (including any goods provided) come with guarantees that cannot be excluded under the ACL. Where these guarantees apply, for major failures with that service or goods, Client is entitled to:
   1. cancel this agreement; and
   2. a refund for the unused portion, or compensation for its reduced value, if applicable.
5. Where these guarantees apply, Client is also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, they are entitled to have the failure rectified in a reasonable time. If this is not done, they are entitled to a refund for the goods and to cancel the agreement for the service and obtain a refund of any unused portion. Client is also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.
6. The obligations accepted by Service Provider under this clause 10 survive termination or expiry of this agreement.

1. Client warrants, represents and undertakes that:
   1. they are solely responsible for the proper backup and protection of all of its software and data, as well as the implementation and maintenance of firewalls and security measures (including proper virus control) in relation to the Facilities; and
   2. they remain solely responsible for all information and data content including its accuracy, both pre and post website implementation.
2. Service Provider will not be held accountable for a failure to meet its contractual obligations to the extent that the failure is attributable to the provision by Client of inaccurate or incomplete information which is required by Service Provider for the purposes of this agreement. Furthermore, Client will defend and hold Service Provider harmless against liabilities relating to:
   1. injury to persons or property caused by any items sold or advertised in connection with your information and data;
   2. any Claim that any item sold or advertised in connection with your information and data does not comply with all local and international safety and labelling requirements and all other relevant local or international laws, treaties, regulations, ordinances and the like;
   3. any defamatory, libellous or illegal, or allegedly defamatory, libellous or illegal material contained within your information and data;
   4. any material, including the domain name you provide, infringing or allegedly infringing on the proprietary rights (including but not limited to Intellectual Property Rights) or a third party;
   5. any third party claim arising out of third party access or use of your information and data;
   6. any Claim by you that your data was compromised because of a failure to provide adequate security; and
   7. products built or provided by Service Provider, as well as Client's adherence to Privacy Laws.

Each party represents and warrants to each other party that it has not relied and will not rely during the Term, on any representation or communication made by another party on, or before, the Commencement Date, except as expressly made in this agreement or the Proposal, and to the extent of any inconsistency, the terms in this agreement are paramount.

A dispute relating to, or arising out of, this agreement exists when a party gives notice to each other party:

1. stating that there is a dispute; and
2. detailing the subject of the dispute.

The parties agree that other than making an interim, urgent application for injunctive relief, no party will commence any proceeding in respect of a matter the subject of a notice of dispute until that party has satisfied the requirements of this clause.

1. The most senior officer of each party in dispute (or their nominee) will meet to discuss the resolution of the dispute in good faith.
2. If the persons in clause 11.3(a):
   1. resolve the dispute, then the resolution will be set out in a statement signed by those persons; or
   2. do not meet or cannot resolve the dispute within 10 Business Days (or any other period as agreed in writing by the parties in dispute), of any notice from a party requesting a meeting under clause 11.3(a), any party to the dispute may refer it to mediation, and if they do, must refer the dispute for mediation in accordance with, and subject to, the rules for the mediation of commercial disputes of the Resolution Institute (or any successor body).

The costs of the mediator will be paid by the parties or as determined by the mediator.

The mediation will be held in Melbourne (or in any other place agreed to in writing between the parties to the dispute).

If the dispute is not resolved:

1. under clause 11.3(a); or
2. within 20 Business Days of the appointment of the mediator,

any party may commence proceedings in any court or tribunal to resolve the dispute.

The parties must continue to perform their respective obligations under this agreement, except to the extent that the matter cannot be proceeded with until the dispute has been determined (provided that a party has acted reasonably in relation to the dispute).

In this clause, a word or expression defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the meaning given to it in that legislation.

Any consideration to be paid or provided for a supply under this agreement does not include any GST imposed on the supply.

If any supply made under this agreement is subject to GST the recipient of the supply must pay:

1. to the supplier, in addition to the consideration payable or to be provided for the supply, an additional amount equal to the GST payable on the supply; and
2. the additional amount at the same time as the GST exclusive consideration.

1. The recipient need not pay the additional amount until the supplier gives the recipient a tax invoice.
2. If a payment to a party under this agreement is a reimbursement or indemnification, calculated by reference to a loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that loss, cost or expense.

1. A notice, consent, approval or other communication under this agreement must be in writing, signed by or on behalf of the person giving it, addressed to the person to whom it is to be given and:
   1. delivered to that person's address;
   2. sent by registered pre-paid mail to that person's address; or
   3. sent by email to that person's email address.
2. Communications sent by email are deemed to be signed by the named sender.

1. Unless a later time is specified in a notice, the notice takes effect from the time it is received.
2. A notice is deemed to be received if:
   1. delivered by hand, when so delivered;
   2. sent by pre-paid post, on the 5th clear Business Day after the date of posting; and
   3. sent by email at the time on the day that it is sent unless the sender receives within 12 hours of that time an automated message that the email has not been delivered.

For the purpose of this clause, the address or email address of a person is the address or email address set out in this agreement or as notified by a party in writing.

Each party will bear, and is responsible for, its own costs (including legal and accounting costs) in connection with the negotiation, preparation, execution and completion of this agreement.

Client may not assign any of its obligations under this agreement without Service Provider's prior written consent. Service Provider may arrange for subcontractors to perform any of Service Provider's obligations under this agreement.

This agreement may only be amended or supplemented in writing, signed by the parties.

1. The non-exercise of, or delay in exercising, any power or right of a party does not operate as a waiver of that power or right or preclude any other or further exercise of it or the exercise of any other power or right.
2. A power or right may only be waived in writing, signed by the party to be bound by the waiver.

Each party will do all things and sign, execute and deliver all agreements, deeds and other documents as may be legally necessary or reasonably required of them by notice from any other party to carry out and give effect to the terms and intentions of this agreement and to protect and preserve the rights of each other party.

If any part of this agreement is invalid, illegal, unlawful or otherwise incapable of enforcement:

1. that part will be severed from this agreement and will be of no force and effect;
2. all remaining parts of this agreement will prevail and remain in full force and effect; and
3. no part of this agreement will be construed to be dependent upon any severed clause or part of a severed clause unless expressly stated to be.

1. This agreement may be executed in any number of counterparts and all of those counterparts taken together constitute one and the same document effective on the date that all parties execute this agreement.
2. The parties agree to accept as delivery of a counterpart, delivery of a scanned, signed version (including a digital version) of this agreement with an undertaking to provide the original as soon as possible following dispatch of that document.
3. Each party consents to the execution of this agreement by electronic communication, as contemplated by any of:
   1. the Electronic Transactions (Victoria) Act 2000 (Vic); and
   2. Division 1 of Part 1.2AA of the Corporations Act.

The provisions of this agreement will not merge on completion of any transaction contemplated in this agreement and, to the extent any provision has not been fulfilled, will remain in force.

This agreement sets out the entire agreement between the parties in relation to the subject matter.

If an attorney executes this agreement, the attorney declares that the attorney has no notice of revocation, termination or suspension of the relevant power of attorney.

1. Any indemnity is a continuing obligation, separate from the other obligations of the parties, and continues after this agreement ends.
2. A party may enforce a right of indemnity at any time (including before they have incurred loss).

1. This agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this agreement.
2. Neither party will have, nor represent that it has, any authority to make any commitments on the other party's behalf.

Client acknowledges that Service Provider is providing Services to Client on a non-exclusive basis and that Service Provider may provide services of the same or a similar nature as the Services to any other party.

This agreement is governed by the law in force in Victoria.

The parties submit to the non-exclusive jurisdiction of the courts of Victoria and any courts which may hear appeals from those courts.