IT IS HEREBY AGREED AS FOLLOWS 1. DEFINITIONS Unless the context otherwise requires the following words have the following meaning: Acumen Data means Acumen Data Pty Ltd and its officers, employees and agents. Agreement means this agreement, its attached schedules and includes any written variations to that agreement agreed to by Acumen Data; Associated Entity means any person, partnership, joint venture, corporation or other entity, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly controls, is controlled by, or is under common control with such party, where “control” (or variants of it) shall mean the ability (whether directly or indirectly) to direct the affairs of another by means of ownership, contract or otherwise; Hosted Solution means the services to be provided by Acumen Data as set out in Schedule A; Contract Duration means the initial term of the engagement plus any agreed renewals or extensions; Customer means «ACCOUNT_NAME» or any Associated Entity; Customer’s Responsibilities means the Customer’s responsibilities as specified in this Agreement; Documentation means any guides, manuals and other documentation made available to the Customer by Acumen Data (whether in printed or electronic form or made available online); Fees means the applicable fees set out in this Agreement; Functional Specification refers to the document(s) which detail the Customer’s agreed hosted solution’s functional requirements Hosted Services means the software and services to be provided by Acumen Password means the code or codes required for the Customer or a User to obtain access to or use the Hosted Services; Payment Terms means the terms for payment of Fees set out in this Agreement; Restrictions means any limitations on the types or extent of use specified in this Agreement; Service Levels means the standards of service applying to the Services set out in Schedule B; Services means services identified in Schedule A and any other services which we agree to provide; Services Program means the program set out in this Agreement (if any) for delivery of any of the Services; Software means a version of Acumen Data’s proprietary browser-based application, in object code format only, along with the Documentation and any updates, supplements and add-on components that Acumen Data may make available for use in providing access to scanned document images. The Hosted Solution Software will comply with the agreed Functional Specifications. Taxes include any taxes, levies, duties or similar government assessments of any nature, including but not limited to value-add, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction; User means any person who accesses or uses the Hosted Services; 2. ACCEPTANCE OF THIS AGREEMENT If the Customer wishes to accept this Agreement, please execute and return two copies of this document. Once the document has been signed by both parties, a copy will be issued to each for their records. Acumen Data would be happy to discuss changes to this Agreement with the Customer at any time prior to its acceptance. Unless otherwise agreed, the hosted software and all other services Acumen Data provides to the Customer will be governed by the attached Terms and Conditions (Schedule C).   3. DURATION AND TERMINATION The agreement between the Customer and Acumen Data will commence on the date of this Agreement and will continue for an initial term of 3 years. The provision of hosted software and related services will be automatically extended for a further term of 12 months, commencing from the expiration of the initial term or any extended term, unless terminated by either party pursuant to the Terms and Conditions in Schedule C. 4. SERVICES OFFERED Acumen Data offers to provide the Customer and the Customer’s authorized Users with ongoing access to and use of the hosted software and services which have been customised in accordance with the Customer’s agreed and specified requirements. The details of the Customer’s installed functional requirements relating to the Hosted Services are set out or referenced in Schedule A – 2. Details of Hosted Software and Services. Acumen Data’s Service Levels as they apply to both Hosted Services and any other specified services are set out in Schedule B of this document. 5. MODIFICATIONS OF HOSTED SOFTWARE AND VARIATIONS OF SERVICE Software Updates Software updates will be implemented by Acumen Data and will become available as part of the Hosted Services from time to time during the term of this Agreement. Acumen Data will not be obliged to make any modifications to the hosted Software except to the extent identified in an agreed Functional Specification. If a software update becomes available, Acumen Data will contact the Customer to advise the scope of changes. Acumen Data will then first promote the update to the Customer’s Test environment. Once the Customer has tested the software update and provided approval to Acumen Data then, at a mutually agreed date, the update will be published to the Customer’s Production environment. This process excludes enhancement requests, bug fixes and or security updates. Simple Service Requests If the Customer requests additional services which are out-of-scope, as defined by the agreed Functional Specification and which are: (i) not substantial enough to warrant the preparation of a detailed new proposal or (ii) are required so urgently that it is impractical for Acumen Data to prepare a detailed new proposal, the request will be treated as a Simple Service Request. A Simple Service Request does not include System Support services as defined under Schedule B. If Acumen Data receives a Simple Service Request from the Customer Acumen Data will provide the requested services on a time and materials basis calculated by reference to its then applicable rates. Hosted Software Modifications or Service Variations If a Customer requests a modification of the Hosted Services or some other variation of the Services or any additional out-of-scope services which Acumen Data considers should not be dealt with as a Simple Service Request, Acumen Data will provide the Customer with a written, detailed proposal for the provision of those modifications / additional services. Requests for any system enhancements should be submitted to Acumen Data as a ticket through its Support Help Desk. Acumen Data will only action requests for system enhancements made by authorised representatives of the Customer. A formal written Enhancement Request (ER) will then be prepared by Acumen Data and provided to the Customer for confirmation that it correctly describes the Customer’s functional requirements. Once the ER has received Customer approval, Acumen Data will document the scope of work, prepare an estimate and provide a written proposal to the Customer for acceptance by the Customer. Only accepted proposals relating to ERs will be passed on to the Acumen Data Development Manager for resource scheduling and implementation. All new/amended software code is submitted for peer review before being deployed to the Customer’s Test environment for Acumen Data’s internal testing purposes. If the code changes pass Acumen Data’s internal testing, the Customer will be contacted and requested to undertake its own User Acceptance Testing (UAT) also in the Test environment. Once approved by the Customer there will be an agreed outage time for the change to be promoted to the Production environment. Acumen Data’s procedure includes saving earlier versions of the code so that, if required, the change can be rolled back. This approach will also apply to any major system upgrades. Generally, modifications to the hosted Software and other Service variations or additional out-of-scope services will be priced by Acumen Data by reference to Acumen Data’s then applicable hourly rates and will be invoiced on a time and materials basis. Acumen Data will invoice the applicable fees for hosted software modifications on a periodic basis, according to the table below: QUOTED VALUE INVOICES / STAGES INVOICE MILESTONES >$5000 Stage 1 – 50% total fee payable Stage 2 – 50% total fee payable • Initiation • Delivery for UAT <$5000 100% total fee payable • Delivery for UAT Acumen Data will invoice the applicable fees for Service variations on a monthly basis. 6. ACCESS TO AND USE OF THE HOSTED SERVICES The Customer and an unlimited number of its authorised Users will be entitled to access and use the hosted Software as part of the Hosted Services. Apart from the requirements specified in this Agreement, no other Restrictions apply to access and use of the Hosted Services by the Customer and its authorised Users. Both the Customer and Acumen Data will take reasonable measures to prevent unauthorised access and use of the Hosted Services, but the Customer acknowledge that notwithstanding these measures, unauthorised access and use of the Hosted Services may occur. The Customer will take reasonable measures to ensure that: a) the Software and Services are not used to upload unauthorised or inappropriate content (including uploading of content that infringes third party rights) and b) any such unauthorised or inappropriate content (including content that infringes third party rights) that is uploaded will be promptly removed once identified. 7. CUSTOMER’S RESPONSIBILITIES The Customer, at its own expense, will provide all necessary hardware, software, access to the internet and anything else required to enable access to and use of the Hosted Services. The Customer is responsible for the provision and quality of any data or document which is to be input or processed using the Services and Software. The Customer agrees that for the Services and the Software to operate successfully, any document or data must comply with Acumen Data’s reasonable format and quality requirements and other specifications. The Customer agrees to promptly provide any information, approval or other assistance which may reasonably be required for Acumen Data to ensure ongoing provision of the Services. Where Acumen Data requests a decision regarding any issue, the Customer will promptly consider that request and advise Acumen Data of its decision without unreasonable delay. 8. INFORMATION AND ASSUMPTIONS ACUMEN DATA HAS RELIED UPON The hosted software and related services have been customised and will be made available to the Customer based on information provided to Acumen Data during the specification and development phases of this project. (For example, the expected volume of documents to be processed, the quality and accuracy of data files provided to Acumen Data, the length of time of time the Customer’s documents are required to be retained etc.) In the event that this information or Acumen Data’s reasonable assumptions are found to be inaccurate or incorrect in any material respect, then Acumen Data reserves the right to vary the terms of Acumen Data’s engagement (including Acumen Data’s Fees) to the extent reasonably required to take into account the inaccuracy or error. 9. FEES AND PAYMENT TERMS The Fees payable for the hosted software and any other services Acumen Data provides are specified in Schedule A – 1. Fees and Charges Acumen Data will invoice the Customer at the end of each month, for the applicable Fees for use of the hosted software and all other Services. Any Simple Service Requests or agreed system modifications will be invoiced according to the schedule tabled in clause 5. Payment Terms - The Customer will pay Acumen Data all invoiced amounts within 30 days of the date of Acumen Data’s invoice (“Payment Period”). Any Fees specified in this Agreement may be increased by Acumen Data not more than once in each 12 month period following execution of this Agreement. Acumen Data will provide written notice of the increased amount no less than one month before the date on which the increase is to take effect. Acumen Data will not increase a Fee by a proportion which exceeds the greater of: (a) The proportional increase in the Consumer Price Index (All Groups Adelaide) over the 12 month period up to the end of the quarter immediately preceding the date on which the increase is to take effect; and (b) The proportional increase in the relevant FWA labour rates over the preceding 12 month period.