TERMS AND CONDITIONS Welcome to Intrinsiq! Thank you for visiting our terms and conditions (Terms), the most updated copy of which can always be found at https://intrinsiq-logistics.com/ (Website). We are Intrinsiq Labs Pty Ltd an Australian business with ABN 22 669 799 599 (‘we’, ‘our’ or ‘us’) and we provide software services in the transport and logistics (and related industries) domain, with a focus on assisting organisations with improving their transport operations known as Intrinsiq Logistics as described on our Website (Software). These Terms govern your access to the Software and us providing you any other goods and services as set out in these Terms (Subscription). By signing and returning a Client Form you agree to be bound by these Terms which, along with the Client Form, form a binding contractual agreement between you, the person acquiring a Subscription, or the company you represent and are acquiring the Subscription on behalf of (‘you’ or ‘your’ or ‘the Customer’) and us. Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel your Subscription in accordance with clause 3(c). Please ensure you contact us if you want to cancel your Subscription. We may change these Terms at any time, including during a Subscription Period or Renewal Period, by notifying you, and your continued use of the Solution following such an update will represent an agreement by you to be bound by the Terms as amended. In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, as set out in the Definitions table at the end of these Terms, or as set out in a Client Form. Please read these Terms carefully before proceeding with your Subscription. 1 CLIENT FORMS (a) These Terms, along with a relevant Client Form and any Special Conditions or other additional terms contained in a Client Form (provided such additional terms are recorded in writing), apply to all the Customer’s dealings with the Company, including being incorporated in all agreements, quotations or orders under which the Company is to provide services to the Customer. (b) In the event of any inconsistency between these Terms and any Client Form these Terms will prevail, except that any Special Conditions will prevail over these Terms to the extent of any inconsistency. (c) If applicable, you must comply with any terms or limitations set out in a Client Form, including without limitation: (i) the Number of Solution Users; the Number of Transactions; and (ii) any Special Conditions. 2 ELIGIBILITY (a) By accepting these Terms, you represent and warrant that: (i) you have the legal capacity and authority to enter into a binding contract with us; and (ii) you are authorised to use the payment you provided when purchasing a Subscription. (b) The Software is not intended for you if, and you must not access the Software if: (i) you are under the age of 18 years old; or (ii) if you have previously been suspended or prohibited from using the Software. (c) If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “your” means the Represented Entity and you are binding the Represented Entity to these Terms. If you are accepting these Terms and using our Solution on behalf of a Represented Entity, you represent and warrant that you are authorised to do so. 3 TERM (a) Your Subscription and these Terms commence on the date you agree to be bound by these Terms (as set out at in a Client Form) and continues for the Subscription Period and any Renewal Periods applicable, unless terminated earlier in accordance with clause 12. (b) Subject to clause 3(c), upon expiration of the Subscription Period, these Terms will automatically and indefinitely renew on an ongoing basis for a period equal to the Subscription Period (Renewal Period). (c) These Terms will not automatically renew on expiry of the Subscription or Renewal Period (Renewal Date), if either party provides a written cancellation notice at least 30 days prior to the Renewal Date. (d) At least 14 days prior to the expiry of the Renewal Date, we will provide you with advanced written notice of the Terms renewing and any applicable changes to the Subscription Fees or these Terms (Renewal Notice). 4 THE SOLUTION 4.1 YOUR SUBSCRIPTION AND THE SOLUTION (a) We will provide you the Solution to the extent set out in a Client Form or otherwise agreed with you. (b) Your Subscription includes the benefits and limitations set out in your Client Form, on our Website, or as otherwise communicated to you when you subscribe for your Subscription (and as amended from time to time by notice to you). (c) We welcome feedback and suggestions to enhance the services and may, at our absolute discretion, implement such improvements in future updates. To avoid doubt, we own all Intellectual Property Rights in any such improvements. 4.2 ACCOUNTS (a) To use the Solution, you may be required to sign-up, register and receive an account through the Website (an Account). (b) You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date. (c) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account. (d) We may, in our absolute discretion, suspend or cancel your Account for any reason, including for any failure by you to comply with these Terms. 4.3 DISCLAIMER You acknowledge and agree that: (a) any information provided to you as part of or in connection with the Solution or the Services is general in nature, may not be suitable for your circumstances and does not constitute financial, legal or any other kind of professional advice; (b) it is your responsibility to comply with applicable Laws relevant to your business, including industrial relations Laws and privacy Laws; and (c) (AI Agents) The Solution may use AI Agents as part of, and to provide you with the Services. AI Agents use artificial intelligence and rely on information and data sets input into the AI Agent and algorithms to provide the Solution and Services. We cannot guarantee the accuracy or suitability of all information from any AI Agent. There may be potential errors and limitations of any AI Agent that can affect the Solution and the Services. 4.4 SOFTWARE (a) While your Subscription is maintained, we grant to you a non-exclusive, non-transferable licence to use the Software for the Number of Solution Users. If your Client Form does not specify a Number of Solution Users, your licence to use the Solution under this clause will be limited to one User (i.e., the Number of Solution Users will be one). (b) We may from time to time, in our absolute discretion, release enhancements to the Software, meaning an upgraded, improved, modified or new versions of the Software (Enhancements). Any Enhancements to the Software will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime. (c) We may change any features of the Solution at any time on notice to you. 4.5 SUPPORT SERVICES We will provide general support where reasonably necessary to resolve technical issues with the Software (Support Services), the following terms apply unless otherwise specifically agreed in writing: (a) we will take reasonable steps to provide Support Services where necessary. You must first endeavour to resolve any issues with the Software internally and we will not assist with issues that are beyond our reasonable control; (b) requests for Support Services will be responded to on a best endeavours basis; (c) you are responsible for all internal administration and managing access, including storing back-up passwords and assisting your Users to access and use the Software; and (d) you will not have any claim for delay to your access to the Software due to any failure or delay in Support Services. Further details of our Support Services are available on our Website or in your Client Form, if applicable. 4.6 ADDITIONAL SERVICES (a) Where agreed as per a Client Form or otherwise in writing, we may provide you with additional consulting services as part of our standard T&M Consulting Services Agreement. Where applicable, we will provide you with a copy of our standard T&M Consulting Services Agreement for your review prior to commencing any such additional consulting services. (b) If such consulting services are not detailed in a Client Form, you may be required to pay additional fees for these services. Additional fees and services will be discussed with you prior to performing any such services. (c) You may upgrade the Subscription at any time to include additional services or features as outlined on our Website. 5 CLIENT OBLIGATIONS You agree to: (a) provide us with all documentation, information and assistance reasonably required by us to perform the Services; (b) adhere to all usage guidelines pertaining to the Solution, and you acknowledge that deviations may result in unforeseen outcomes; (c) allow us to conduct regular audits and monitoring of AI Agents to ensure compliance with operational standards; and (d) provide us with access to any third party or other accounts used by you (including log-in details and passwords), as is reasonably required by us to perform the Services. 5.2 CLIENT MATERIAL (a) You warrant that all information, documentation and other Material you provide to us for the purpose of receiving the Solution is complete, accurate and up-to-date and that you have legal authority to use such Material. (b) You release us from all liability in relation to any loss or damage arising out of or in connection with the Solution, to the extent such loss or damage is caused or contributed to by information, documentation or any other Material provided by you being incomplete, inaccurate or out-of-date. 5.3 YOUR OBLIGATIONS (a) You must, and must ensure that all Users, comply with these Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel’s, or any User’s, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense. (b) You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval: (i) upload sensitive information or commercial secrets using the Software; (ii) upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Software; (iii) use the Software for any purpose other than for the purpose for which it was designed, or use the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes; (iv) breach any applicable laws when using AI Agents; (v) make copies of the Software; (vi) adapt, modify or tamper in any way with the Software; (vii) remove or alter any copyright, trade mark or other notice on or forming part of the Software; (viii) act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Software; (ix) use the Software in a way which infringes the Intellectual Property Rights of any third party; (x) create derivative works from or translate the Software; (xi) publish or otherwise communicate the Software to the public, including by making it available online or sharing it with third parties; (xii) integrate the Software with third party data or Software, or make additions or changes to the Software, (including by incorporating APIs into the Software) other than integrating in accordance with any instructions provided by us in writing; (xiii) intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Software; (xiv) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Software to any third party, other than granting a User access as permitted under these Terms; (xv) decompile or reverse engineer the Software or any part of it, or otherwise attempt to derive its source code; (xvi) share your Account or Account information, including log in details or passwords, with any other person. You agree that any use of your Account by any person who is not the account holder is strictly prohibited. You must immediately notify us of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Solution’s security; (xvii) make any automated use of the Solution or copy, reproduce, translate, adapt, vary or modify the Solution without our express written consent; (xviii) attempt to circumvent any technological protection mechanism or other security feature of the Software; or (xix) permit any use of the Solution in addition to the Number of Solution Users. (c) If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, you must contact us immediately using the contact details or form provided on our Website. You must allow us a reasonable period, which must be not less than 30 days, to remedy any such errors prior to commencing any dispute processes. (d) You agree, and you must ensure that all Users agree: (i) to comply with each of your obligations in these Terms; (ii) to sign up for an Account in order to use the Solution; (iii) that information given to you through the Software, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and (iv) that we may cancel your, or any User’s, Account at any time if we consider, in our absolute discretion, that you or they are in breach of, or are likely to breach, this clause 5. 6 FEES AND PAYMENT 6.1 SETUP FEE The Setup Fee is payable on or before the Commencement Date. 6.2 SUBSCRIPTION FEES (a) You must pay subscription fees to us in the amounts specified in your Client Form or on the Website, or as otherwise agreed in writing (Subscription Fees). (b) Unless otherwise agreed in writing, the Subscription Fees are due and payable in advance on the first day of the Subscription Period and at the beginning of every Renewal Period thereafter. (c) Payment of Subscription Fees must be made by electronic funds transfer, or as otherwise directed by us acting reasonably. (d) Subscription Fees are non-refundable. (e) We may adjust the Subscription Fees annually: (i) without advance notice to you, by up to 10% to account for inflation and increased operational costs; or (ii) with advance notice to you if the adjustment exceeds the percentage stated in the preceding subclause. 6.3 QUARTERLY TRUE UP (a) Subscription Fees payable in consideration of your Account include caps on the Number of Solution Users and the Number of Transactions as stated in the Client Form. Different tiers of Subscription Fees allow for different caps on the Number of Solution Users and Number of Transactions in accordance with our rates list, published on our website and updated from time to time (Rates List). We may increase the Subscription Fees if, among other things: (i) The Number of Solution Users exceeds the cap stated in the Client Form; (ii) The Number of Transactions exceeds the cap stated in the Client Form. (b) At the end of each Quarter during a Subscription Period or Renewal Period (as applicable), we will review the Number of Solution Users and Number of Transactions used in accordance with your Subscription (True Up). If the Number of Solution Users or Number of Transactions exceeds the volume stated in the Client Form, we may issue an invoice for the excess Number of Solution Users and / or Number of Transactions (as applicable) (True Up Invoice). (c) You must pay any True Up Invoice within 30 days of issue in accordance with the instructions contained therein. 6.4 AUTOMATIC RECURRING BILLING (a) As set out in clause 2, your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel. Whilst your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an Account. (b) If, as determined by a True Up, the Number of Solution Users and / or Number of Transactions exceeds the volume stated in the Client Form during the Quarter immediately proceeding the commencement of the Renewal Period, the Subscription Fees for that Quarter will be based on the Number of Solution users and / or Number of Transactions determined by that True Up, calculated in accordance with our Rates List. (c) We will not be required to pay any charge back amount if you fail to cancel your Subscription in accordance with these Terms. (d) By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription. (e) We may submit periodic charges for the Subscription Fees without further authorisation from you, until you provide prior written notice that you have terminated this authorisation or wish to change your payment method (and receipt of this is confirmed by us). Such notice will not affect charges submitted before we could reasonably act on such notice. To terminate your authorisation or change your payment method, please contact us via our Website. 6.5 LATE PAYMENTS We reserve the right to suspend all or part of the Solution indefinitely if you fail to pay any Fees in accordance with this clause 6. 6.6 GST Unless otherwise indicated, the Fees do not include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice. 6.7 CARD SURCHARGES We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express). 6.8 ONLINE PAYMENT PARTNER (a) We may at any time use a third-party online payment partner, (Online Payment Partner) to collect Subscription Fees. (a) The processing of payments by the Online Payment Partner will be, in addition to these Terms, subject to the terms, conditions and privacy policies of the Online Payment Partner. (b) You agree to release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment. (c) We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment. 7 INTELLECTUAL PROPERTY AND DATA 7.1 SOFTWARE CONTENT INTELLECTUAL PROPERTY (a) We retain ownership of all Materials provided to you throughout the course of your Subscription in connection with the Software (including any material developed, produced or otherwise created by AI Agents, text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Software Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us in the Software Content not expressly granted to you. (b) You are granted a licence to the Software Content, for the Number of Solution Uses, and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of the Software. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Software Content without prior written consent from us or as otherwise permitted by law. 7.2 USER DATA Our Rights and Obligations (a) You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use User Data to the extent reasonably required to provide the Solution, and for our internal business purposes, including to improve the Solution and our other products and services, and including to apply machine learning and other analytics processes to the User Data, to gain commercial insights and other associated learnings, and to improve the Solution, our business and our other products and services. (b) We reserve the right to remove any User Data at any time, for any reason, including where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist. Your Obligations and Grant of Licence to Us (c) You are responsible for ensuring that: (i) you share User Data only with intended recipients; and (ii) all User Data is appropriate and not in contravention of these Terms. (d) You: (i) warrant that our use of User Data will not infringe any third-party Intellectual Property Rights; and (ii) indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement. AI Agents (e) We may use User Data to train or improve our AI Agents. 8 THIRD PARTY SOFTWARE, TERMS & CONDITIONS 8.1 THIRD PARTY TERMS (a) You acknowledge and agree that the terms & conditions of third party suppliers of goods or services (Third Party Terms) may apply to your use of the Solution from time to time, , as updated from time to time. (b) You agree to any Third Party Terms applicable to third party goods and services that are used in providing the Solution to you, and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms. (c) You acknowledge and agree that if you do not agree to any Third Party Terms, this may affect our ability to provide you the Solution and we will not be liable for any issues in providing you the Solution where you do not agree to any Third Party Terms. 9 CONFIDENTIALITY (a) Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel to, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent. (b) Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information. (c) The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation. 10 PRIVACY (a) We collect personal information about you in the course of providing you with the Solution, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy which can be found at https://intrinsiq-logistics.com/privacy-policy/ . (b) Our Privacy Policy contains more information about how we use, disclose and store your personal information and details how you can access and correct your personal information. (c) By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy. 11 LIABILITY 11.1 WARRANTIES AND LIMITATIONS (a) We warrant that: (i) during the Subscription Period, the Software will perform substantially as intended; (ii) during the Subscription Period, the Solution will be provided as described to you in, and subject to, these Terms; and (iii) to our knowledge, the use of the Software in accordance with these Terms will not infringe the Intellectual Property Rights of any third party. (b) We will correct any errors, bugs or defects in the Software which arise during your Subscription and which are notified to us by you, unless the errors, bugs or defects: (i) result from the interaction of the Software with any other solution or computer hardware, software or services not approved in writing by us; (ii) result from any misuse of the Software; or (iii) result from the use of the Software by you other than in accordance with these Terms. (c) The Solution is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that we cannot guarantee that: (i) the Solution will be free from errors or defects; (ii) the Solution will be accessible at all times; (iii) messages sent through the Solution will be delivered promptly, or delivered at all; (iv) information you receive or supply through the Solution will be secure or confidential; or (v) any information provided through the Solution is accurate or true. (d) To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in these Terms are excluded. (e) Where we provide AI Agents, we provide AI Agents as is, without warranties of any kind, including accuracy, completeness, or reliability. We disclaim all implied warranties, including merchantability and fitness for a particular purpose in respect of AI Agents. The Customer: (i) acknowledges the risks associated with AI Agent recommendations and agrees these do not replace professional advice where applicable; (ii) is responsible for evaluating and independently deciding on the use of AI Agent recommendations; (iii) acknowledges that the AI Agents rely on data supplied by the Customer, and ensures that all such data supplied is accurate and complete. (f) Nothing in these Terms is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). 11.2 LIMITATION OF LIABILITY (a) Subject to subclause (b), to the maximum extent permitted by applicable law, our maximum aggregate liability to you in respect of loss or damage sustained by you under or in connection with these Terms or the Solution is limited to the total Fees paid to us by you in the 6 months preceding the first event giving rise to the relevant liability. (b) Our liability for any claims related to the AI Agents is limited to 50% of Subscription Fees paid to us by you in the 12 month period preceding the event giving rise to the claim. We are not liable for indirect, incidental, or consequential damages, including loss of profits or data arising out of the deployment of AI Agents. (c) You agree at all times to indemnify and hold harmless Intrinsiq Labs Pty Ltd and its officers, employees and agents (“those indemnified”) from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those indemnified where such loss or liability was caused or contributed to by you or you officers’, employees’ or agents’: (i) breach of any of these Terms; (ii) negligent, fraudulent or criminal act or omission; or (iii) use of the AI Agents. (d) We will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with these Terms or any goods or services provided by us, except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth) or any other applicable law. 12 CANCELLATION AND TERMINATION 12.1 CANCELLATION BY US (a) We may terminate these Terms or any Subscription in whole or in part immediately by written notice to you if: (i) you, a member of your Personnel, or a User, are in breach of any term of these Terms; (ii) you become subject to any form of insolvency or bankruptcy administration; (iii) you fail to comply with any obligation relating to the use of an AI Agent, including employing any misuse of AI Agents; or (iv) any other reason necessitating termination at our absolute discretion. (b) If we terminate these Terms under this clause 12, in circumstances where you have not breached any of these Terms, we will issue you with a refund of a pro-rata amount of the remainder of the current Subscription of Renewal Period’s Subscription Fee in which you will not have access to your Subscription. 12.2 TERMINATION FOR CAUSE (a) If a party (the Notifying Party) considers that the other party is in breach of these Terms (the Breach), the Notifying Party may provide a notice to the other party the nature and details of the Breach. (b) The other party will have 10 Business Days (or longer, in the Notifying Party’s discretion) to rectify the Breach (the Rectification Period). (c) After the Rectification Period, the Notifying Party will notify the other party that: (i) where the Breach has been successfully rectified, that the Terms will continue; or (ii) where the Breach has not been successfully rectified, that these Terms are terminated (Termination for Breach Notice). (d) Following a Termination for Breach Notice: (i) your Subscription will immediately terminate and you and your Users will no longer have access to the Solution, User Data or your Account; and (ii) if you are the Notifying Party, no further fees will be payable by you (unless later found that such termination was invalid). 12.3 OTHER CONSEQUENCES FOR TERMINATION (a) Upon termination of these Terms you will no longer have access to the Software, your Account or your User Data and we will have no responsibility to store or otherwise retain any User Data. You release us in respect of any loss or damage which may arise out of us not retaining any User Data beyond that point. (b) Notwithstanding termination or expiry of your Account, any provisions of these Terms which by its nature would reasonably be expected to survive after termination or expiry, will continue to apply. 13 DISPUTE RESOLUTION (a) A party claiming that a dispute has arisen under or in connection with these Terms must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause. (b) A party that requires resolution of a dispute which arises under or in connection with these Terms must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause. (c) Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute. 14 FORCE MAJEURE (a) We will not be liable for any delay or failure to perform our obligations under these Terms if such delay or failure arises out of a Force Majeure Event. (b) If a Force Majeure Event occurs, we will use reasonable endeavours to notify you of: (i) reasonable details of the Force Majeure Event; and (ii) so far as is known, the probable extent to which we will be unable to perform or be delayed in performing our obligations under these Terms. (c) Subject to compliance with clause 14(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event. (d) For the purposes of these Terms, a ‘Force Majeure Event’ means any: (i) act of God, natural disaster, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire; (ii) strikes or other industrial action outside of the control of us; (iii) war, terrorism, vandalism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic, government action, injunction, failures of telecommunication or internet service providers, failures of third party suppliers, service providers, or vendors, cyber attacks; or (iv) any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations. This subclause extends to any known or unknown health crisis, epidemic or pandemic that may arise. 15 NOTICES (a) A notice or other communication to a party under these Terms must be: (i) in writing and in English; and (ii) delivered via email to the other party, to the email address specified in the Order, or if no email address is specified in the Order, then the email address most regularly used by the parties to correspond regarding the subject matter of these Terms as at the date of these Terms (Email Address). The parties may update their Email Address by notice to the other party. (b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given: (i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern these Terms, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or (ii) when replied to by the other party, whichever is earlier. 16 GENERAL 16.1 GOVERNING LAW AND JURISDICTION These Terms are governed by the law applying in Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with these Terms. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum. 16.2 WAIVER No party to these Terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver. 16.3 SEVERANCE Any term of these Terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these Terms is not limited or otherwise affected. 16.4 JOINT AND SEVERAL LIABILITY An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally. 16.5 ASSIGNMENT (a) The Customer may not assign, novate or otherwise transfer any of its rights or obligations under these Terms without the prior written consent of the Company. (b) The Company may assign, novate or otherwise transfer any of its rights or obligations under these Terms without the prior written consent of the Customer. 16.6 ENTIRE AGREEMENT These Terms embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these Terms. 16.7 INTERPRETATION (a) (singular and plural) words in the singular includes the plural (and vice versa); (b) (currency) a reference to $; or “dollar” is to Australian currency; (c) (gender) words indicating a gender includes the corresponding words of any other gender; (d) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; (e) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity; (f) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee; (g) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these Terms, and a reference to these Terms includes all schedules, exhibits, attachments and annexures to it; (h) (document) a reference to a document (including these Terms) is to that document as varied, novated, ratified or replaced from time to time; (i) (headings) headings and words in bold type are for convenience only and do not affect interpretation; (j) (includes) the word “includes” and similar words in any form is not a word of limitation; and (k) (adverse interpretation) no provision of these Terms will be interpreted adversely to a party because that party was responsible for the preparation of these Terms or that provision.   DEFINITIONS Term Definition AI Agent means aspects of the Solution and / or Software that utilise artificial intelligence programs, including with deep learning and machine learning functionality, and both open source and closed source models, deployed to improve the Solution and your use of it. Client Form means a document titled “Client Form” entered into by you and us setting out the scope of the Services to be provided to you, and all relevant commercial and other details pertaining to your use of the Software and / or the Solution, including any special conditions contained therein. Commencement Date means the commencement date set out in a relevant Client Form. Confidential Information means information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information, which is or becomes, without a breach of confidentiality, public knowledge. Intellectual Property Rights means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of these Terms. Material means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever. Number of Solution Users means the number of Users that you may make the Solution available to, in accordance with your Client Form. Number of Transactions means the number of transactions that you may process using the Solution in accordance with your client Form. Personnel means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents. Quarter Means each of the following periods in a calendar year: 1. Beginning 1 January and ending on 31 March; 2. Beginning on 1 April and ending on 30 June; 3. Beginning on 1 July and ending on 30 September; and 4. Beginning on 1 October and ending on 31 December. Rates List has the meaning set out in clause 6.3(a) of these Terms. Setup Fee means the setup fee set out in a relevant Client Form. Software has the meaning given in the first paragraph of these Terms. Software Content has the meaning set out in clause 7.1(a). Solution has the meaning set out in a relevant Client Form Special Conditions means any special conditions set out in a Client Form. Subscription has meaning given in the first paragraph of these Terms. Subscription Fees has the meaning set out in clause 6 of these Terms. Subscription Period means the period of your Subscription to the Solution as agreed in an Client Form or on the Website. Support Services has the meaning given in clause 4.5. User means you and any third party end user of the Software who you make the Software available to. User Data means any files, data, document, information or any other Materials, which is uploaded to the Software by you or any other User or which you, your Personnel or Users otherwise provide to us under or in connection with these Terms, including any Intellectual Property Rights attaching to those materials. Website means the website at the URL set out in the first paragraph of these Terms, and any other website operated by us in connection with the Solution.