Terms and Conditions
Minikai Pty Ltd ABN 32 674 548 577

Background
This Agreement is made between Minikai Pty Ltd (the Company) and the Customer identified in the accompanying order form
signed by the parties (the Order Form). The Order Form sets out specific commercial details (such as scope of Services, fees,
and any Pilot Period) and is incorporated into this Agreement by reference. If there is any inconsistency between the Order Form
and these Terms and Conditions, the Order Form will prevail to the extent of the inconsistency. Both parties agree to be bound
by this Agreement from the Effective Date stated in the Order Form.
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1 Definitions and Interpretation
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1.1 Definitions: In this Agreement, unless the context requires otherwise:
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Agreement means collectively these Terms and Conditions and the Order Form (including any
schedules or attachments).
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Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are
open for business in Melbourne, Victoria.
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Company Data means any data, information or materials provided or made available by the
Company through the Services or otherwise as a result of the Customer’s use of the Services,
and any data that is generated from the operation of the Platform or the Services (such as
analytics, usage data, logs, and learnings from Customer’s use) which does not identify the
Customer or any individual. Company Data includes aggregated or anonymised data derived from
Customer Data or the Customer’s use of the Services, once it is transformed so that it cannot
reasonably identify the Customer or any Data Subject.
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Customer Data means all data, information, content or records that the Customer (or its users)
uploads, transmits, enters or otherwise provides to the Company in connection with the use of
the Services. Customer Data also includes any output, report, or data generated by the Services
specifically from Customer Data and delivered to the Customer as part of the Services (for
example, any reports or analytics about the Customer’s operations produced through processing
Customer Data). For the avoidance of doubt, Customer Data does not include Company Data or
any data that is independently developed by the Company without use of the Customer’s
confidential or provided information.
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Developed IP means any and all Intellectual Property Rights in any enhancements,
improvements, updates, modifications, new features, or derivative works relating to the Platform
or Services that are developed, conceived, or created during the term of this Agreement, whether
by or on behalf of the Company, or jointly with the Customer, or based on feedback or
suggestions from the Customer.

Fees means the fees payable by the Customer for the Services, as set out in the Order Form
(including any Pilot Fees, subscription fees or other charges).
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Force Majeure Event means an event or circumstance beyond the reasonable control of a party,
which may include acts of God, natural disasters, lightning or fire, epidemics or pandemics, acts
of war or terrorism, civil unrest, or any law or action taken by a government authority that makes it
impossible or illegal for a party to perform its obligations.
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Intellectual Property Rights means all present and future rights in relation to copyright,
inventions, patents, trade marks, service marks, designs, know-how, trade secrets, confidential
information, semiconductor or circuit layout rights, business and domain names, and all other
similar or analogous rights, whether registrable or not, anywhere in the world.
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Platform (or Software) means the Company’s software-as-a-service platform known as
“Minikai”, including any applications, software, modules, AI agents, and tools made available to the
Customer as part of the Services.
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Services means the software services and any related services provided by the Company under
this Agreement, as described in the Order Form. This includes access to the Platform and any
support, training or other services specified.
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Term means the duration of this Agreement, including any Pilot Period (if applicable) plus the
Initial Term and any Renewal Term as defined in clause 3.

1.2 Interpretation: In this Agreement, unless the context otherwise requires: ( a ) headings are for
convenience only and do not affect interpretation; ( b ) the singular includes the plural and vice versa; ( c ) a
reference to a person includes a corporation, and vice versa; ( d ) “including” and similar words are not
words of limitation; and ( e ) a reference to any legislation includes any amendments or successor
legislation.

2 Term of Agreement and Pilot Period
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2.1 Initial Term and Renewal: This Agreement begins on the Effective Date specified in the Order Form. If a
Pilot Period is not applicable, the Agreement will continue for the Initial Term set out in the Order Form,
starting from the Effective Date. After the Initial Term, this Agreement will automatically renew for
consecutive Renewal Terms (as set out in the Order Form, e.g. twelve months each) unless either party
gives written notice of non-renewal at least the required notice period (as specified in the Order Form, e.g.
30 days) before the end of the then-current term. The Initial Term together with any Renewal Terms is the
Term of the Agreement.
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2.2 Pilot Period (Optional): If a Pilot Period is specified in the Order Form, the Customer is granted the
opportunity to trial the Services during that Pilot Period (commencing on the Effective Date and lasting for
the duration stated). During the Pilot Period, either party may terminate this Agreement at any time with
immediate effect by written notice to the other (no advance notice is required for such termination during
the Pilot). If the Customer does not terminate the Agreement in writing before the end of the Pilot Period,
then upon the Pilot Period’s expiry the Agreement will continue automatically into the Initial Term on a paid
subscription basis as set out in the Order Form. The Customer will not incur any subscription Fees if it
terminates during the Pilot Period, except for any Pilot-specific Fees that were agreed for the Pilot (if any).
Termination during the Pilot Period will not give rise to any penalty or further obligation on either party
(except obligations intended to survive termination as set out in this Agreement).
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2.3 No Mid-Term Termination: Subject to clause 2.2 (Pilot) and clause 12 (Termination), the Customer is
committing to receive and pay for the Services for the duration of the Term. Neither party may terminate this
Agreement for convenience during the Initial Term or any Renewal Term. The Agreement may only be
terminated prior to the end of the Term in accordance with clause 12 (Termination for cause or other
specified reasons). Non-renewal in accordance with clause 2.1 does not constitute a breach.

3 Provision of Services and Licence
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3.1 Licence Grant: Subject to the terms of this Agreement (including payment of Fees), the Company grants
to the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence during the Term to
access and use the Platform and related Services for the Customer’s internal business purposes. This
licence permits the Customer and its authorised employees or end users to use the Platform as described
in the Order Form. The Customer may not use the Platform or Services for any other purpose or beyond the
scope of use specified in this Agreement or the Order Form. All rights not expressly granted to the
Customer are reserved by the Company.

3.2 Customer Equipment and Access: The Customer is responsible for obtaining and maintaining its own
internet connections, hardware, and any third-party software or equipment necessary to access and use
the Platform. The Company will provide access credentials (such as usernames and passwords) to the
Customer’s designated users. The Customer must ensure that all user credentials are kept secure and
confidential. The Customer is responsible for all activities that occur under its accounts. The Customer
must promptly notify the Company of any unauthorised use of the accounts or any security breach
involving the Services that it becomes aware of.
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3.3 Acceptable Use Restrictions: The Customer must use the Services only in accordance with this
Agreement, the applicable documentation or instructions provided by the Company, and all applicable laws
and regulations. Without limiting the foregoing, the Customer must NOT( a ) attempt to reverse engineer,
decompile, disassemble or otherwise derive the source code or underlying ideas/algorithms of any part of
the Platform, except to the limited extent that applicable law expressly allows despite this limitation; ( b )
modify, adapt, or create derivative works based on the Platform or any part of the Services, or merge the
Software with any other software, except as expressly permitted in writing by the Company; ( c ) copy,
reproduce, frame, mirror, or redistribute the Platform (or any part of it), or lease, rent, sell, sublicense,
commercialise or otherwise transfer rights to the Platform to any third party. The Customer must not
provide the Platform or Services as a service bureau or otherwise make it available to third parties (other
than authorised users for the Customer’s internal business); ( d ) use the Services in a manner that
interferes with or disrupts the integrity, performance or security of the Platform or other users. The
Customer must not introduce any viruses, worms, trojan horses or other malicious code into the Platform,
or use the Platform to transmit unlawful, harmful, or offensive content; ( e ) use the Services to violate any
applicable law or regulation, or to infringe any third party’s rights (including intellectual property rights or
privacy rights). This includes not using the Platform to store or transmit any content that is defamatory,
obscene, confidential to a third party (without permission), or otherwise illegal; ( f ) remove, obscure or alter
any proprietary notices (including copyright and trade mark notices) or disclaimers that are displayed on or
within the Platform or any reports or materials generated by it.
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3.4 Compliance and Cooperation: The Customer must comply with any policies or reasonable guidelines the
Company provides from time to time regarding the use of the Services (for example, any acceptable use
policy or security policy). The Customer will cooperate with the Company’s reasonable requests in
connection with the provision of Services, such as providing information or assistance necessary to set up
user accounts or to integrate the Platform with the Customer’s systems (if applicable). The Company will
provide the Services in accordance with this Agreement and all applicable laws, and will use due care and
skill expected of a professional provider of similar services.
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3.5 Use of Company’s Trademarks: The Company grants the Customer a limited, non-exclusive, royalty-free
licence during the Term to use the Company’s trade marks, logos, and brand name (Minikai) solely as
necessary for the Customer to properly use and access the Services (for example, to display the
Company’s logo within the Platform interface, or to reference the Platform in the Customer’s internal
materials). The Customer must use the Company’s trade marks strictly in accordance with any usage
guidelines provided and in a manner that maintains the goodwill associated with those trade marks. All
goodwill arising from such use will vest in the Company. The Customer shall not: ( a ) use the Company’s
marks in a misleading or derogatory manner, or in a way that implies the endorsement or sponsorship of the
Customer’s business by the Company (except as permitted by this Agreement); ( b ) challenge the validity
or ownership of the Company’s trade marks; nor ( c ) register or use any trade mark, business name or
domain name that is identical or confusingly similar to those of the Company. Upon request by the
Company, the Customer will reasonably assist (at the Company’s expense) in protecting the Company’s
trade marks, including by executing any documents or providing any information needed to register,
maintain or enforce the Company’s rights.

4 Fees and Payment
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4.1 Fees: The Customer agrees to pay the Fees for the Services as set out in the Order Form. Except as
expressly stated in this Agreement, all Fees are non-cancellable and non-refundable. Fees are stated in
Australian dollars and are exclusive of any applicable taxes (unless noted otherwise). The Customer is
responsible for any goods and services tax GST, value-added tax, or similar taxes or charges that may
apply to the Fees, which will be added to invoices and payable by the Customer in accordance with
applicable law.

4.2 Invoicing and Payment Terms: The Company will invoice the Customer for Fees in accordance with the
billing frequency or schedule stated in the Order Form (e.g. upfront Pilot Fees, and monthly or annual
subscription Fees). Unless otherwise specified, payment is due within 30 days from the date of the invoice.
The Customer must pay all invoiced amounts in full, without set-off, counterclaim or deduction, to the bank
account or payment address designated by the Company.
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4.3 Third-Party Billing Services: The Company may use third-party payment processors or services (for
example, online payment platforms) to facilitate billing and collection of Fees. The Customer may elect to
pay using such third-party payment services. The Customer acknowledges that such third-party services
are not operated by the Company, and the Company is not responsible for their performance or security.
The Customer agrees to abide by any terms and conditions of the applicable third-party payment service it
uses. Use of a third-party payment service by the Customer is at the Customer’s own risk; however, the
Company will use reasonable efforts to ensure that any third-party payment processor engaged adheres to
appropriate security and privacy standards.
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4.4 Late Payment: If the Customer fails to pay any invoice when due, the Company reserves the right to ( a )
charge interest on the overdue amount at the rate of 2% per month (calculated daily) or the highest rate
permitted by law (whichever is lower), from the payment due date until the date of receipt of payment;
and/or ( b ) recover any costs of collecting the overdue amount (including legal fees). In addition, if any
amount remains unpaid for more than 30 days after it is due, the Company may, after giving a 7-day written
notice of default and opportunity to cure to the Customer, suspend the Customer’s access to the Services
until the overdue payment is made in full (without limiting the Company’s right to terminate for breach under
clause 12.2).

4.5 Taxes: Each party is responsible for its own income taxes or corporate taxes arising from this Agreement.
The Customer is not required to deduct or withhold any taxes from the Fees, except if required by law for
withholding taxes. If withholding is required, the Customer will notify the Company and cooperate in
providing documentation so the Company can claim tax exemptions or credits where available. All GST
payable on the Fees will be handled in accordance with Australian GST law (i.e., the Company will provide tax
invoices including GST where applicable).

5 Intellectual Property Rights
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5.1 Company IP Ownership: The Customer acknowledges that as between the parties, the Company (and/or
its licensors) owns and retains all rights, title, and interest in and to the Platform and all software,
technology, materials, templates, documentation and know-how comprising or provided as part of the
Services, including all Intellectual Property Rights therein (collectively, Company IP. Except for the licence
expressly granted to the Customer in clause 3.1, nothing in this Agreement transfers any Intellectual
Property Rights in the Company’s Platform or other Company IP to the Customer. The Customer must not
represent that it owns the Platform or any Company IP. The Customer shall not do or permit any act that
infringes, misappropriates, or otherwise violates the Company’s Intellectual Property Rights in the Platform.
All rights in and to the Company IP not expressly granted to the Customer under this Agreement are
reserved by the Company.
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5.2 Customer IP Ownership: The Company acknowledges that as between the parties, the Customer retains
all rights, title and interest in and to the Customer Data and the Customer’s pre-existing materials, systems,
or information that may be used in connection with the Services, including all Intellectual Property Rights
therein (collectively, Customer IP. The Company is granted a licence to use Customer Data and Customer
IP solely for purposes of providing the Services and fulfilling its obligations under this Agreement, as
described in clause 6.2. Except as provided in this Agreement, nothing transfers ownership of Customer IP
to the Company.
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5.3 Developed IP: The parties agree that all Developed IP (enhancements, improvements, new features,
modifications, and other developments to the Platform or Services that may be created or arise during the
Term) shall be owned exclusively by the Company upon creation. To the extent any Intellectual Property
Rights in any Developed IP do not automatically vest in the Company, the Customer assigns (and shall
ensure that its personnel assign) to the Company all rights, title and interest in and to such Developed IP.
The Customer agrees to execute (and to procure that relevant individuals involved in any development
execute) any documents or do any acts reasonably required to give effect to the Company’s ownership of
Developed IP. The Customer is granted a licence to use any Developed IP only insofar as it is incorporated in
or necessary to use the Services as provided under this Agreement.

5.4 Feedback: If the Customer or its users provide the Company with any suggestions, ideas, enhancement
requests, recommendations or feedback regarding the Services or Platform (“Feedback”), the Customer
acknowledges that the Company is free to use and incorporate such Feedback in its products and services
without obligation to the Customer. All Feedback is provided by the Customer on a voluntary,
non-confidential basis. The Customer hereby assigns to the Company all Intellectual Property Rights in any
such Feedback and agrees that the Company may use, disclose, reproduce, license and otherwise
distribute and exploit the Feedback as it sees fit, without any restriction or compensation to the Customer.

5.5 Third-Party IP: The Platform may include or rely on certain third-party software, data, or services which are
provided under licence from third-party providers (Third-Party IP. The Customer must use any Third-Party
IP made available through the Services solely in conjunction with the Services and in accordance with any
additional terms notified by the Company or the third-party provider. All Intellectual Property Rights in
Third-Party IP remain with the respective third-party owner. The Company represents that it has, or will
obtain, all necessary rights and licences for any Third-Party IP that is integral to the Platform so that the
Customer can use the Services as contemplated by this Agreement.

6 Data and Privacy
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6.1 Customer Data: The Customer retains all rights in the Customer Data. The Customer grants the Company
a non-exclusive, worldwide, royalty-free licence to host, use, process, copy, transmit, and display Customer
Data only as necessary to provide the Services and fulfill the Company’s obligations under this Agreement,
or as otherwise instructed by the Customer. The Company will not use Customer Data for any purpose
outside the scope of this Agreement without the Customer’s consent. In providing the Services, the
Company shall act in accordance with its privacy policy (as updated from time to time and made available on
the Company’s website) and all applicable privacy and data protection laws, including the Australian Privacy
Act 1988 (Cth) and the Australian Privacy Principles, to the extent they apply.

6.2 Customer Data Obligations: The Customer is responsible for ensuring that its use of the Services and
provision of Customer Data (including any personal information it contains) complies with all applicable
laws. This includes, if applicable, obtaining any necessary consents or authorisations from individuals (Data
Subjects) whose personal information is included in the Customer Data, to allow the Company to process
that data as contemplated by this Agreement. The Customer must not upload or provide any Customer
Data that it does not have the lawful right to use and disclose for the purposes of the Services. The
Company will follow reasonable security measures (as per clause 6.4to protect Customer Data and will
promptly notify the Customer if it becomes aware of any unauthorized access to or disclosure of Customer
Data.
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6.3 Outputs and Derived Data: As stated in the definition of Customer Data, any outputs, analyses, or
reports generated by the Platform that are specifically derived from the Customer’s own Customer Data
and delivered to the Customer are considered Customer Data and thus the property of the Customer. The
Company makes no claim to ownership of such results or outputs that are unique to the Customer’s data.
The Customer is free to use, reproduce, or distribute such outputs for its internal purposes. However, the
Customer acknowledges that the Company retains all ownership of the underlying software and methods
used to generate those outputs, and the Customer’s rights do not extend to the Platform’s software or
general analytics models.
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6.4 Company Data: The Customer acknowledges that the Company may collect and generate Company Data
in the course of providing the Services. All Company Data is and shall remain the property of the Company.
The Company may use Company Data for any lawful purpose, including to monitor and improve the
Services, develop new features, perform analytics, and compile statistical information about service usage,
provided that if Company Data is shared with third parties or publicly disclosed, it will be in an aggregated
and/or anonymised form that does not identify the Customer or any individual. For example, the Company
might use aggregated usage data to publish trends or performance metrics of the Platform, or to train
machine learning models that improve the Services. The Company will not identify the Customer as the
source of any Company Data in any public disclosures without the Customer’s prior consent.
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6.5 Data Security: The Company will implement and maintain reasonable administrative, physical, and
technical safeguards designed to protect the security and confidentiality of Customer Data against
unauthorised access, alteration, disclosure or destruction. The Company’s data security measures will be
commensurate with industry standards for similar SaaS services and appropriate for the nature of the data.
However, the Customer acknowledges that no method of transmission over the internet or electronic
storage is completely secure, and therefore the Company cannot warrant absolute security.
In the event of any actual or suspected data breach involving Customer Data, the Company will promptly notify the
Customer and provide information on the nature of the breach and the data affected, and will take
appropriate steps to contain and investigate the breach in accordance with applicable law.

6.6 Data Backup and Retrieval: The Customer is responsible for maintaining its own backup copies of
Customer Data to the extent it deems necessary. While the Company performs routine backups of data on
the Platform for its own disaster recovery purposes, it does not guarantee that any particular Customer
Data can be recovered from any backup at a specific point in time at the request of the Customer. Upon the
Customer’s reasonable request (and potentially at additional cost if the requests are frequent or require
substantial effort), the Company will assist the Customer in exporting or retrieving available Customer Data
during the Term. After termination of this Agreement, data handling will be as set out in clause 12.4.
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6.7 Privacy and Health Information: If the Customer Data includes personal information or sensitive
information (such as health or patient information, given the Services may be used in aged care or similar
sectors), the Company and Customer will comply with any additional requirements under privacy laws
relevant to that data. Each party agrees to assist the other in addressing any obligations under such laws
(for example, notifying individuals or regulators in case of a qualifying data breach, or handling any requests
from individuals to access or correct their personal data). The Customer acknowledges that the Company’s
Platform may enable the processing of personal information, but the Customer as the data controller
remains primarily responsible for determining the purposes of processing and ensuring compliance with
applicable privacy principles for the Customer Data. The Company acts as a data processor/service
provider with respect to personal data in Customer Data, and will only process such data on the Customer’s
instructions as set out in this Agreement.

7 Confidentiality
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7.1 Definition of Confidential Information: For the purposes of this Agreement, Confidential Information
means any information disclosed by or on behalf of one party (the Disclosing Party) to the other party (the
Receiving Party), whether before or after the Effective Date, that is designated as confidential or that
should reasonably be understood to be confidential given the nature of the information or circumstances of
disclosure. Confidential Information includes, without limitation: all Customer Data (as Confidential
Information of the Customer); all non-public Company Data and the Platform software, documentation and
pricing (as Confidential Information of the Company); and any business plans, technical information,
financial data, product roadmaps, trade secrets, know-how, algorithms, customer lists, supplier lists, results
of testing or benchmarking, and other proprietary information of either party. Confidential Information does
not include information that the Receiving Party can demonstrate: ( a ) was already lawfully known or
independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential
Information, as evidenced by written records; ( b ) was lawfully in the public domain or generally known to
the public at the time of disclosure or becomes so after disclosure through no act or omission of the
Receiving Party; or ( c ) was rightfully obtained by the Receiving Party from a third party who had the right to
disclose it without breaching any confidentiality obligation.
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7.2 Confidentiality Obligations: The Receiving Party must not use the Disclosing Party’s Confidential
Information for any purpose other than performing its obligations or exercising its rights under this
Agreement. The Receiving Party must not disclose the Disclosing Party’s Confidential Information to any
person or entity except to its own employees, officers, or professional advisors who have a need to know
the information for the purposes of this Agreement and who are bound by confidentiality obligations no
less protective than those in this clause. The Receiving Party shall protect the confidentiality of the
Disclosing Party’s Confidential Information using at least the same degree of care that it uses to protect its
own confidential information, and in no event less than a reasonable standard of care.
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7.3 Permitted Disclosures: Notwithstanding clause 7.2, a Receiving Party may disclose Confidential
Information of the Disclosing Party if and to the extent required by law, court order, or regulation, or the rules
of a stock exchange having jurisdiction over the Receiving Party, provided that (to the extent legally
permitted) the Receiving Party gives prompt written notice to the Disclosing Party of the required disclosure
to enable the Disclosing Party to seek a protective order or other remedy to prevent or limit the disclosure. If
the Receiving Party is still legally compelled to make the disclosure, it will only disclose that portion of the
Confidential Information which it is legally required to disclose. Additionally, the Receiving Party will use
reasonable efforts to ensure that any information so disclosed is afforded confidential treatment by the
receiving authority or entity.

7.4 Return or Destruction: Upon the earlier of the Disclosing Party’s request or the termination of this
Agreement, the Receiving Party must promptly (at the Disclosing Party’s option) either return to the
Disclosing Party or destroy (and certify destruction of) all Confidential Information of the Disclosing Party in
the Receiving Party’s possession or control. However, the Receiving Party is permitted to retain copies of
Confidential Information that are stored in routine backup archives or that must be retained to comply with
legal or regulatory requirements, provided that any retained Confidential Information remains subject to the
confidentiality obligations of this Agreement.
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7.5 Duration of Obligations: Each party’s obligations under this Section 7 (Confidentiality) commence on
disclosure of Confidential Information and will continue for a period of five (5) years after the expiration or
termination of this Agreement, except with respect to trade secrets (and Customer Data, to the extent it
constitutes a trade secret or is governed by privacy law) for which the obligations of confidentiality shall
continue for as long as such information remains protected as a trade secret under applicable law (or for as
long as required by such privacy law).
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7.6 Remedies: Each party acknowledges that unauthorised use or disclosure of the Disclosing Party’s
Confidential Information may cause substantial harm for which damages alone may not be an adequate
remedy. In the event of any breach or threatened breach of this Section 7, the Disclosing Party will be
entitled to seek appropriate injunctive relief in addition to any other rights and remedies available at law or
in equity.
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7.7 Confidentiality Carve-Outs: The obligations in this Section 7 do not apply to information to the extent
that it is: (i) part of the Company Data that is aggregated or anonymised as permitted under this
Agreement; or (ii) disclosed by the Company about the Customer’s status as a user of the Services in
accordance with the publicity permissions in clause 14.1 (which is an authorised disclosure by the
Customer). For clarity, the Customer’s Confidential Information does not include any ideas, concepts,
know-how or techniques that are developed by the Company in the course of providing the Services or as a
result of collaboration between the parties, except to the extent such information would reveal Customer
Data or the Customer’s business secrets.
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8 Warranties and Service Performance
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8.1 Mutual Authority Warranty: Each party represents and warrants that it has full legal power and authority
to enter into this Agreement and to perform its obligations. The person signing or accepting this Agreement
on behalf of each party is duly authorised to do so. This Agreement constitutes a legal, valid and binding
obligation of each party, enforceable in accordance with its terms.
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8.2 Company Warranties: The Company warrants and represents that: ( a ) the Services will be provided with
due care, skill and diligence, in a professional and workmanlike manner, consistent with generally accepted
industry standards; ( b ) the Company has the right to grant the licence in clause 3.1 and to provide the
Services, and such provision and normal use by the Customer in accordance with this Agreement will not
infringe the Intellectual Property Rights of any third party; and ( c ) the Platform will materially conform to
any description in the Order Form or documentation provided to the Customer, provided that it is used in
accordance with this Agreement and any applicable instructions.
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8.3 Service Level Disclaimer: The Customer acknowledges that the Services, like any software service, may
experience downtime or errors from time to time. Except as expressly provided in this Agreement, the
Company does not warrant that the Services will be uninterrupted or error-free, or that all defects can or
will be corrected. The Services are provided “as is” to the extent permitted by law. However, the Company
agrees to use commercially reasonable efforts to ensure the Services are available with minimal
interruptions. The Company will, to the extent practicable, schedule planned maintenance for the Platform
outside of peak usage hours and provide advance notice (via email or in-service notification) to the
Customer for any scheduled maintenance that is expected to cause significant downtime. The Customer
understands that occasional unscheduled urgent maintenance or updates may be required (for example,
for security patches or to address critical issues) and that during such times the Services may be
temporarily inaccessible. The Company will endeavor to inform the Customer of any such emergency
maintenance as soon as reasonably possible.
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8.4 No Other Warranties: To the maximum extent permitted by applicable law, and subject to clause 8.5
(Non-excludable Rights), the Company disclaims all other warranties, guarantees or representations,
whether express or implied, in relation to the Services and Platform. Without limiting the foregoing, the
Company makes no guarantee that the Services will meet all of the Customer’s requirements, or that the
Services will achieve any particular results for the Customer’s business. The Company does not guarantee any specific
outcomes or savings by use of the Platform. Any condition or warranty which would be implied
by law (including merchantability, fitness for purpose, or non-infringement) is hereby excluded. The
Services are provided with the understanding that the Company is not engaged in rendering legal,
accounting, or other professional advice or service. The Customer is responsible for its use of the outputs
of the Services and for any decisions or actions taken based on such outputs.
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8.5 Non-Excludable Rights: This Agreement does not exclude, restrict or modify any rights or remedies which
cannot be excluded, restricted or modified at law, including the Customer’s rights under the Competition
and Consumer Act 2010 (Cth) and corresponding Australian consumer protection laws (collectively,
Non-Excludable Rights). If any condition or warranty is implied into this Agreement by law and cannot be
excluded, then to the extent permitted by law, the Company’s liability for breach of that non-excludable
condition or warranty is limited (at the Company’s option) to resupplying the Services or paying the cost of
having the Services re-supplied.
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8.6 Limited Remedy for Service Issues: The Customer’s sole and exclusive remedy for any failure of the
Service to operate in accordance with the express warranties in clause 8.2, or any other material failure or
defect in the Service, shall be as follows: upon receiving notice from the Customer of an issue, the
Company will use reasonable efforts to investigate and correct the issue or provide a workaround in a timely
manner. If the Company is unable to restore the Services to material conformity with this Agreement within
a reasonable time (not exceeding 30 days from the Customer’s written notice of the issue, unless
otherwise agreed), then the Customer may terminate the Agreement under clause 12.2 ( a ) as a material
breach by the Company, and in that event the Company will provide a pro-rata refund of any prepaid Fees
covering the period after the effective date of termination. Except for any service credits or remedies
specifically set forth in this Agreement, the Customer has no right to any refund or compensation for any
downtime, error, or defect, to the maximum extent permitted by law.

9 Indemnities
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9.1 Indemnity by Company (IP Infringement): The Company agrees to indemnify, defend and hold harmless
the Customer and its officers and employees (Customer Indemnitees) from and against any third-party
claim, action or proceeding (Claim) alleging that the Customer’s use of the Platform or Services in
accordance with this Agreement infringes the claimant’s patent, copyright, trademark or trade secret rights.
The Company will pay any settlements agreed to by the Company or final court-awarded damages
(including reasonable legal fees) resulting from such Claim. This indemnity obligation is subject to the
Customer: ( a ) promptly notifying the Company in writing of the Claim (to avoid prejudice to the Company’s
ability to defend); ( b ) giving the Company sole authority and control over the defense and settlement of
the Claim (provided that any settlement that imposes non-monetary obligations on a Customer Indemnitee
or admits liability on their behalf shall require the Customer’s prior written consent, not to be unreasonably
withheld); and ( c ) providing at the Company’s expense all information and assistance reasonably
requested by the Company to defend or settle the Claim.
‍
9.2 Mitigation and Exclusions: If any part of the Platform becomes, or in the Company’s opinion is likely to
become, the subject of an infringement Claim covered by clause 9.1, the Company may at its option: (i)
obtain for the Customer the right to continue using the affected item; (ii) modify or replace the affected
item so that it becomes non-infringing (while materially preserving functionality); or (iii) if options (i) and (ii)
are not commercially feasible, terminate the Agreement (or the affected portion) and refund to the
Customer any prepaid Fees for the terminated portion of the Services. The Company’s obligations under
clause 9.1 will not apply to the extent that the infringement Claim arises from:(1) the combination or use of
the Platform with any products, services, or data not provided by the Company, if the infringement would
not have occurred but for such combination or use; (2) any use of the Platform in a manner not authorised by
this Agreement or contrary to the instructions given by the Company; or (3) any modification of the
Platform not made or authorised by the Company. This clause 9.1 states the Customer’s exclusive remedy,
and the Company’s entire liability, for any third-party intellectual property infringement claims in relation to
the Services.
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9.3 Indemnity by Customer: The Customer agrees to indemnify and hold harmless the Company and its
directors, officers, employees and agents (Company Indemnitees) from and against any and all losses,
liabilities, damages, costs and expenses (including reasonable legal fees) suffered or incurred by a
Company Indemnitee arising out of or in connection with: ( a ) any breach of this Agreement by the
Customer or its users, including any breach of the licence restrictions in clause 3.3 or confidentiality
obligations in clause 7; ( b ) any misuse of the Services by the Customer or its personnel (including any use
not in accordance with this Agreement or applicable laws); or ( c ) any third-party Claim against a Company
Indemnitee alleging that the Customer Data, or the Company’s possession or use of Customer Data in
accordance with this Agreement, infringes a third party’s rights (including Intellectual Property Rights or
privacy rights) or has caused harm to a third party. The Customer’s indemnity obligations are subject to the
Company: (i) promptly notifying the Customer of the Claim (with reasonably sufficient details); (ii) giving
the Customer sole control of the defense and settlement of the Claim (subject to similar limitations as in 9.1,
that any settlement not impose non-monetary obligations or admissions on the Company without its
consent); and (iii) providing reasonable cooperation at the Customer’s expense in the defense of the Claim.
‍
9.4 Proportionate Liability: If an indemnified Claim under clause 9.3 arises in part from the Company’s breach
of this Agreement or wrongful acts, then any loss or liability shall be apportioned between the parties to
reflect the relative responsibility for the loss. For example, if a third-party claim arises due to both the
Customer’s misuse of the Service and the Company’s failure to implement a security measure, liability may
be allocated by a court or agreed between the parties in proportion to each party’s degree of fault.

10 Limitation of Liability
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10.1 Indirect Losses: To the fullest extent permitted by law, neither party will be liable to the other for any
indirect, special, incidental or consequential losses or damages, or for any loss of profit, revenue,
anticipated savings, goodwill, opportunity, or data, arising out of or in connection with this Agreement or
the use or performance of the Services, whether in contract, tort (including negligence), equity, statute or
otherwise, and even if that party has been advised of the possibility of such losses or damages. This clause
applies regardless of the cause of action or theory of liability.
‍
10.2 Cap on Liability: To the extent permitted by law and subject to clause 10.4 below, the aggregate liability of
each party to the other for all claims arising out of or related to this Agreement (whether in contract, tort, or
otherwise) is limited to an amount equal to the total Fees paid or payable by the Customer under this
Agreement in the 12 months immediately preceding the event giving rise to the claim (or, if the event occurs
in the Pilot Period or before 12 months of paid service have elapsed, the amount of Fees that would be
payable for 12 months of the Services at the rates set out in the Order Form). This limitation applies in
aggregate to all claims and causes of action so that multiple claims do not enlarge the cap.
‍
10.3 Liability Exclusions: The limitations in clause 10.1 and 10.2 apply to any damages or liabilities howsoever
caused except to the extent they cannot be limited or excluded by law. Without limiting the generality of the
foregoing, each party’s liability is reduced to the extent that the other party or any third party contributed to
the loss. The Company will have no liability for any loss arising from: ( a ) use of the Services not in
accordance with the documentation or this Agreement; ( b ) any data or information provided by the
Customer that is inaccurate or incomplete; or ( c ) any third-party services, hardware, or software that the
Customer elects to use with the Services.
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10.4 Exceptions to Liability Cap: The liability cap in clause 10.2 shall not apply to: (i) a party’s liability to the
other for death or personal injury caused by its negligence, or for fraud or fraudulent misrepresentation; (ii)
the Customer’s liability for unpaid Fees or overuse of the Services beyond the rights granted (for example,
unauthorised distribution or misuse by Customer that results in fees or damages); and (iii) indemnification
obligations under clause 9 (Indemnities). In particular, liability arising from either party’s indemnity
obligations is not subject to the limitation in clause 10.2. Nothing in this Agreement operates to limit a
party’s liability in any manner that is not permitted by law.
‍
10.5 Essential Terms: The parties acknowledge that the allocation of risk in this Section 10 is a material part of
the basis of the bargain under this Agreement, and that without these limitations of liability the Fees
charged would be higher. Each party has had the opportunity to negotiate the terms of this Agreement,
including this limitation of liability. These limitations will apply even if any limited remedy fails for its essential
purpose.
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11 Suspension of Service
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11.1 Right to Suspend: The Company may suspend (either partially or fully) the Customer’s access to the
Platform and the provision of Services with immediate effect by giving notice (which, in urgent cases, may
be provided contemporaneously or shortly after suspension) if the Company reasonably determines that: (
a ) the Customer or its users have breached any material provision of this Agreement (for example, misuse
of the Services in breach of clause 3.3 or non-payment under clause 4and have failed to remedy that
breach after being given reasonable notice (if curable); ( b ) suspension is necessary to prevent or address
security threats or unauthorised access to Customer Data or the Platform (for example, the Company
detects hacking attempts, malware, or use of the Services that poses a security vulnerability); ( c ) the
Customer’s use of the Services is actually or allegedly in violation of law or third-party rights, or the
Company is required to do so by court order or a regulatory authority (for example, due to an investigation
of unlawful content); or ( d ) a payment due is more than 30 days overdue and the Company has provided a
separate written warning of suspension to the Customer (per clause 4.4. In the case of scheduled
maintenance as described in clause 8.3 or emergency maintenance, the Company may also temporarily
suspend access as needed, and such suspension will not be deemed a breach of this Agreement.
‍
11.2 Process and Duration: Where practicable and lawful, the Company will provide advance notice to the
Customer of any suspension under clause 11.1 and will work with the Customer in good faith to resolve the
issues prompting the suspension. The Company will lift the suspension as soon as reasonably possible
once the underlying cause of suspension has been remedied or no longer exists. For example, if suspension
was due to a security issue or misuse, once resolved or assurances provided, access will be restored.
Suspension of the Service does not terminate the Agreement or excuse the Customer from its obligation to
pay Fees accruing during the period of suspension (provided that if the suspension exceeds a consecutive
period of 30 days due to no fault of the Customer, the Customer may terminate the Agreement for material
breach under clause 12.2, and in that case clause 12.4 will apply as though the Agreement was terminated
by the Company for convenience).
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11.3 Preservation of Rights: Any suspension by the Company under this clause 11 shall be without prejudice to
any other right or remedy that the Company may have arising from the Customer’s breach, security
incident, or legal violation. The Company shall not be liable for any damages, losses or expenses arising
from a valid suspension of Services in accordance with this clause.

12 Termination
‍
12.1 Termination for Convenience (End of Term): As set out in clause 2.1, either party may elect not to renew
this Agreement at the end of the Initial Term or any Renewal Term by providing the required advance written
notice of non-renewal. In such case, this Agreement will expire at the end of the then-current Term. (For
clarity, there is no unilateral right for either party to terminate this Agreement for convenience prior to the
end of the Term, except during an agreed Pilot Period as stated in clause 2.2.)
‍
12.2 Termination for Cause: Either party may terminate this Agreement immediately by written notice to the
other party if the other party commits a material breach of this Agreement and, where the breach is capable
of remedy, fails to cure that breach within 30 days after receiving written notice detailing the breach and
requiring its remedy. Without limiting the foregoing: a failure of the Customer to pay Fees when due, or a
breach of clauses 3.3 (Acceptable Use), 7 (Confidentiality), or 5.1IP ownership) by the Customer, will be
considered a material breach that (if capable of remedy) must be remedied within 30 days of notice. If the
breach is not capable of remedy (for example, a breach of confidentiality where information is irretrievably
disclosed), the non-breaching party may terminate immediately upon written notice.
‍
12.3 Additional Termination Rights: Either party may also terminate this Agreement immediately by written
notice if the other party experiences an Insolvency Event. An Insolvency Event in respect of a party means
that party ceases or threatens to cease to carry on business, is unable to pay its debts as they fall due,
becomes or is deemed insolvent, has a receiver, administrator or liquidator appointed, enters into any
arrangement with creditors, or any analogous event occurs under the laws of any jurisdiction. In addition,
the Customer may terminate this Agreement in accordance with clause 8.6 (if the Company fails to remedy
a material service defect), or clause 11.2 (extended suspension beyond 30 days without fault of Customer).
The Company may terminate this Agreement immediately if the Customer is acquired by a competitor of
the Company or undergoes a change of control that the Company reasonably believes will adversely affect
its interests (in such case, the Company will provide a pro-rata refund of prepaid Fees for the unused Term).

12.4 Consequences of Termination: Upon termination or expiration of this Agreement for any reason: ( a )
Cessation of Use: The Customer must immediately stop using the Services and the Platform. All licences
granted to the Customer under this Agreement will terminate. The Customer shall promptly return or (at the
Company’s election) destroy any Company materials or Confidential Information in its possession. Likewise,
the Company will return or destroy (at the Customer’s election) any Customer Confidential Information
(including Customer Data) in its possession, subject to clause 12.4 ( c ) below regarding data return. ( b )
Final Fees: The Customer must pay all Fees and other amounts accrued or due up to the effective date of
termination. In the event of termination by the Customer for the Company’s uncured breach under clause
12.2 or prolonged force majeure under clause 13.2, the Company will refund any prepaid Fees on a pro-rata
basis for Services not provided due to the early termination. If the Agreement is terminated by the Company
for the Customer’s breach, or by the Customer for convenience (where permitted, e.g. end of pilot), the
Customer is not entitled to any refund of Fees already paid and remains liable for any unpaid Fees for the
remainder of the Term (if any). ( c ) Customer Data Return: The Company will, upon written request by the
Customer made within 30 days after the termination date, provide the Customer with a complete export of
the Customer Data that is held in the Platform at termination, in a commonly used electronic format
determined appropriate by the Company. The Company may charge a reasonable fee for any extensive data
export or assistance that is beyond standard practice. After 30 days following termination, the Company
may, unless legally prohibited, delete or anonymise all Customer Data remaining on its systems. The
Company is not obligated to retain Customer Data after this 30-day post-termination period and shall not
be liable for deletion of Customer Data as provided in this clause. ( d ) Continuing Clauses: Any provision of
this Agreement which by its nature is intended to survive termination (including but not limited to clauses
concerning ownership of IP, confidentiality, indemnities, limitations of liability, governing law, and dispute
resolution) will survive termination or expiration of this Agreement.
‍
12.5 Force Majeure Termination: If a Force Majeure Event (as defined in clause 13.1affects the performance of
a material obligation under this Agreement and continues for a period of 90 days or more, and such Force
Majeure Event prevents the affected party from substantially fulfilling its obligations under the Agreement
during that time, then either party may terminate this Agreement by giving written notice to the other. In
such a case, neither party will have any liability to the other as a result of the termination (other than the
obligation to refund any pre-paid fees for services not provided, in the case of a termination due to Force
Majeure, if the Services are permanently discontinued).

13 Force Majeure
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13.1 No Liability for Force Majeure: Neither party will be liable for any delay or failure to perform its obligations
(excluding payment obligations) under this Agreement if such delay or failure is due to a Force Majeure
Event. If a party is affected by a Force Majeure Event, it must: ( a ) promptly notify the other party, describing
the nature of the event and its expected impact on performance; and ( b ) use reasonable efforts to
mitigate and overcome the effects of the event and resume performance as soon as possible.
‍
13.2 Prolonged Force Majeure: If a Force Majeure Event endures for a continuous period of more than 90 days
such that it effectively frustrates the fundamental purpose of this Agreement, the provisions of clause 12.5
will apply, allowing either party to terminate the Agreement by written notice. In the interim, the obligations
of the parties under this Agreement (other than confidentiality and payment of any accrued Fees) shall be
suspended to the extent and for the duration that they are affected by the Force Majeure Event.
‍
13.3 Payment Obligations: For clarity, the occurrence of a Force Majeure Event does not excuse the
Customer’s obligation to pay for Services already delivered prior to the Force Majeure Event. However, if the
Services are suspended or not provided due to a Force Majeure Event affecting the Company, the Company
will not charge Fees for the period during which the Services could not be provided.

14 Publicity and Marketing
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14.1 Use of Customer Name and Logo: The Customer agrees that the Company may identify the Customer as
a customer of the Company and use the Customer’s name and logo in its marketing materials, client lists,
website, presentations, or press releases. Any such use will be in accordance with any brand guidelines
provided by the Customer and will be limited to indicating that the Customer uses the Company’s Services.
The Company will not disclose any detailed specifics about the Customer’s use of the Services or any
Confidential Information of the Customer in doing so. If the Customer does not want to be used as a
reference or case study, it can inform the Company in writing. Consent for such general marketing use is
hereby given for the Term of the Agreement, but the Customer may revoke this consent upon written notice
to the Company (allowing a reasonable time for the Company to cease any ongoing uses).
‍
14.2 Testimonials and Case Studies: If the Company wishes to use the Customer’s experience with the
Services in more detail (for example, as a case study, testimonial, or joint press release), the Company will
seek the Customer’s prior written approval for any such use and for any quotes or specific content
attributable to the Customer. The Customer’s approval for such specific materials shall not be unreasonably
withheld or delayed. Nothing in this clause obligates the Customer to provide any testimonial or participate
in any marketing activity, but the Customer agrees to consider reasonable requests by the Company.
‍
14.3 Media Releases: Except as permitted above, neither party will issue any public announcement or press
release regarding the existence or terms of this Agreement without the prior written consent of the other
party, except as required by law or regulatory authority.

15 Dispute Resolution
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15.1 Internal Resolution: If a dispute arises out of or in connection with this Agreement (Dispute), a party must
give written notice to the other party describing the nature of the Dispute, the desired outcome, and the
action required to settle the Dispute (Dispute Notice). Within 7 days of the Dispute Notice being given (or a
longer period agreed in writing by the parties), senior representatives of each party must meet (in person or
via teleconference) and attempt in good faith to resolve the Dispute by negotiation.
‍
15.2 Mediation: If the parties fail to resolve the Dispute through negotiation within 21 days after the date of the
Dispute Notice (or such longer period as agreed), the parties must escalate the Dispute to mediation as a
mandatory precondition to litigation. The parties shall mutually agree on the appointment of a single
mediator and the mediation rules. If the parties cannot agree on a mediator within a further 7 days, either
party may request the Australian Disputes Centre (or a similar reputable mediation body in Victoria) to
appoint an independent mediator. The mediation will be conducted in Melbourne, Victoria, or via an online
video conference if in-person mediation is impractical for both parties.
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15.3 Mediation Procedure: The parties will share equally the costs of the mediator and the venue (if any) for
the mediation, but each party will bear its own legal and other costs of preparing for and attending the
mediation. The parties agree to participate in the mediation in good faith and to use reasonable endeavours
to resolve the Dispute at or through mediation. All communications during the course of the dispute
resolution process, including negotiations and mediation, shall be confidential and without prejudice (i.e.,
they cannot be used as evidence in any court proceedings except to enforce a settlement agreement).

15.4 End of Mediation: If the Dispute is not resolved within 30 days after the start of mediation (or if one party
refuses to participate or continue in the mediation in good faith), the mediator may terminate the mediation
by giving written notice to both parties stating that in the mediator’s opinion, further attempts at mediation
are unlikely to resolve the Dispute. Upon such termination, or if the Dispute remains unresolved after 30
days of mediation, either party is free to commence court proceedings in relation to the Dispute.

15.5 Urgent Relief: Nothing in this clause 15 prevents either party from seeking urgent interlocutory relief (such
as an injunction or restraining order) from an appropriate court to protect that party’s rights or property.
However, aside from such necessary urgent relief, the parties must follow the procedure in this clause
before commencing any legal proceedings in relation to a Dispute.

16 General Provisions
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16.1 Entire Agreement: This Agreement (comprising the Order Form and these Terms and Conditions)
constitutes the entire agreement between the parties with respect to its subject matter and supersedes
all prior discussions, negotiations, understandings or agreements (written or oral) between the parties in
relation to that subject matter. Each party acknowledges that in entering this Agreement it has not relied on
any representation or warranty not expressly included in this Agreement.
‍
16.2 Amendment: No amendment or variation of this Agreement is valid or binding unless made in writing and
signed by an authorized representative of each party. In the context of an online terms incorporation, any
updates to these Terms and Conditions by the Company will not apply to an existing Order Form unless
accepted in writing by the Customer. However, if the Customer agrees (including via electronic acceptance)
to updated terms for a renewal or new order, such updated terms will then govern going forward.

16.3 Assignment: The Customer must not assign or transfer any of its rights or obligations under this
Agreement (in whole or in part) to any third party without the prior written consent of the Company. The
Company will not unreasonably withhold consent to an assignment by the Customer to a successor entity
as part of a reorganisation or merger, provided that the successor is not a direct competitor of the
Company and agrees in writing to be bound by this Agreement. The Company may assign or novate this
Agreement (in whole or part) to: ( a ) an affiliate or subsidiary, or ( b ) a purchaser of all or a substantial part
of its business or assets to which this Agreement relates, by giving written notice to the Customer. Subject
to the foregoing, this Agreement will bind and benefit the parties and their respective successors and
permitted assigns.
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16.4 No Waiver: No failure or delay by a party in exercising any right, power or remedy under this Agreement
operates as a waiver of that right, and a single or partial exercise of a right by a party does not preclude any
further exercise of that or any other right. A waiver is not valid or binding on the party granting it unless
made in writing. Any waiver of a breach of this Agreement shall not constitute a waiver of any other or
subsequent breach.
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16.5 Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of
competent jurisdiction, that provision will be severed and the remainder of the Agreement will remain in full
force and effect. The parties shall negotiate in good faith to replace any invalid or unenforceable provision
with a valid provision that, as closely as possible, achieves the intended commercial result of the original
provision.
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16.6 Notices: Any notice or other communication required under this Agreement must be in writing and
delivered to the recipient’s address or email as specified in the Order Form (or such other address notified in
writing). A notice will be deemed given: if delivered by hand, on the date of delivery; if sent by prepaid post
within Australia, 2 Business Days after posting (or 7 Business Days if sent internationally); if sent by email,
when the email (including any attachment) has been sent to the recipient’s designated email address and
the sender has not received an automated notice of failure to deliver, provided that if sent after 5:00pm on
a Business Day or on a non-Business Day, it is deemed given at 9:00am on the next Business Day.

16.7 Relationship of Parties: The parties are independent contracting parties. Nothing in this Agreement will
be construed to create a partnership, joint venture, fiduciary, employment or agency relationship between
the parties. Neither party has the authority to bind or incur any obligation on behalf of the other party
without the other’s prior written consent.
‍
16.8 No Third Party Beneficiaries: This Agreement is made for the benefit of the Company and the Customer
and their respective successors and permitted assigns. Except as expressly provided (e.g. indemnified
parties under clause 9, which include affiliates or personnel of a party), this Agreement is not intended to
benefit or be enforceable by any third party.
‍
16.9 Insurance: Each party is responsible for obtaining and maintaining its own insurance coverage in amounts
sufficient to meet its obligations and potential liabilities under this Agreement. For clarity, the Company
does not require the Customer to purchase or maintain any specific insurance under this Agreement.
‍
16.10 Costs: Each party will bear its own legal and other costs and expenses in connection with the negotiation,
preparation and execution of this Agreement, and the performance of its obligations, except as may be
expressly provided otherwise.
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16.11 Counterparts and Electronic Acceptance: If this Agreement (or the Order Form) is required to be signed,
it may be executed in counterparts, and all counterparts together will constitute one instrument. Delivery of
a signed counterpart of this Agreement by email (PDF) or other electronic means is as effective as signing
and delivering an original. In the event the Customer is accepting these Terms and Conditions by clicking
acceptance on an electronic platform or by executing the Order Form which references these Terms, no
separate signature on these Terms is required – the act of acceptance shall bind the Customer to these
Terms as if signed.
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17 Governing Law and Jurisdiction
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This Agreement is governed by the laws of Victoria, Australia, without regard to its conflict of laws principles. Each
party irrevocably submits to the exclusive jurisdiction of the courts of Victoria (and appellate courts therefrom) for
resolving any dispute or claim arising out of or in relation to this Agreement, or its subject matter or formation
(including non-contractual disputes or claims). The parties agree that the United Nations Convention on Contracts
for the International Sale of Goods does not apply to this Agreement. The choice of Victorian law and jurisdiction does
not prevent either party from enforcing a judgment or order obtained from the Victorian courts in any other
jurisdiction.