Customer Licence Agreement

PARTIES

Bhalekar Pty Ltd (ABN 22 642 063 385) of Williams Landing, Victoria, Australia (Bhalekar, we, us or our); and

the entity identified during sign-up as the customer (Customer, you or your). Where the Customer is a partnership, joint venture or unincorporated body, each member is jointly and severally liable.

BACKGROUND

A. Bhalekar develops and licenses Onboard, a practice management software product designed for use by Australian accounting and bookkeeping practices. Onboard is delivered as installed software which the Customer hosts on its own infrastructure.

B. The Customer wishes to obtain a licence to use Onboard, and Bhalekar is willing to grant that licence, on the terms set out in this Agreement.

C. By clicking "I agree" or equivalent, executing an Order, or installing or using the Software, the Customer accepts these terms (Agreement) and a binding contract is formed between the parties.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires:

ACL means the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

AML/CTF Laws means the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and associated rules and instruments, including amendments commencing 1 July 2026 ("Tranche 2").

AUSTRAC means the Australian Transaction Reports and Analysis Centre.

Authorised User means an individual employee, contractor or agent of the Customer who is authorised by the Customer to access and use the Software in accordance with this Agreement.

Business Day means a day on which banks are open for general banking business in Melbourne, Victoria, excluding Saturdays, Sundays and public holidays.

Confidential Information means all information disclosed by one party to the other (orally, in writing or otherwise) that is marked or identified as confidential or that a reasonable person would understand to be confidential, including the terms of this Agreement, pricing, the Software (including its source code, architecture and Documentation), and the Customer's business and operational data.

Customer Data means all data, content, records, information and materials that the Customer or its Authorised Users input into, generate within, or store using the Software, including data relating to the Customer's clients.

Documentation means the user guides, technical specifications, online help materials and other written documentation for the Software made available by Bhalekar.

Effective Date means the date on which the Customer first accepts this Agreement.

Fees means the licence fees, implementation fees and any other amounts payable by the Customer under this Agreement, as set out in the applicable Order.

General Professional Services Rate means the hourly rate for ordinary configuration support, implementation assistance, training, out-of-scope support, reconfiguration, non-urgent remediation and general technical assistance, as stated in the Order. If the Order does not state a rate, the rate is AUD $99 plus GST per hour.

Hosting Provider means the third-party provider of the VPS, cloud instance or other infrastructure on which the Customer installs and operates the Software, and any other third-party infrastructure or service providers selected, contracted or operated by the Customer in connection with its use of the Software.

Implementation Services means the deployment, configuration and go-live services described in clause 4 and the applicable Order.

Initial Term means the period of twelve (12) months commencing on the Effective Date.

Order means the order form or sign-up record (whether online or written) that identifies the Subscription Plan, Fees, Subscription Term and any plan-specific terms applicable to the Customer.

Permitted Purpose means use of the Software by the Customer and its Authorised Users solely for the Customer's internal business operations as an accounting or bookkeeping practice in Australia, and not for the benefit of any third party.

Personal Information means has the meaning given in the Privacy Act 1988 (Cth).

Practice means the single accounting or bookkeeping practice (or single business entity carrying on such a practice) for which the Customer holds a licence under this Agreement.

Renewal Term means each successive twelve (12) month period following the Initial Term, on the terms set out in clause 3.2.

Regulatory Rate means the hourly rate for regulatory involvement, audit support, investigation support, privacy-incident assistance, AML/CTF-related support, AUSTRAC, OAIC or professional-body inquiries, court orders, subpoenas, notices to produce, statutory notices, dispute support, witness statements, evidence preparation, technical explanations and correspondence support, as stated in the Order. If the Order does not state a rate, the rate is AUD $300 plus GST per hour.

Software means the Onboard practice management software product, including all updates, patches and new versions made available to the Customer by Bhalekar under this Agreement.

Subscription Plan means the plan selected by the Customer (such as Essentials, Professional or Enterprise) which determines the features, support level and Fees applicable to the Customer.

Subscription Term means collectively, the Initial Term and any Renewal Terms.

Support Schedule means the support services schedule current as at the Effective Date applicable to the Customer's Subscription Plan, as varied from time to time in accordance with this Agreement.

VPS means the virtual private server, cloud instance or other computing infrastructure procured, controlled and operated by the Customer on which the Software is installed.

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 clause is a reference to a clause of this Agreement; (d) a reference to legislation is to that legislation as amended, replaced or re-enacted from time to time; (e) "including" and similar words are not words of limitation; and (f) all amounts are in Australian dollars unless expressly stated otherwise.

2. LICENCE GRANT

2.1 Grant of licence

Subject to the Customer paying the Fees and complying with this Agreement, Bhalekar grants the Customer a non-exclusive, non-transferable, non-sublicensable licence during the Subscription Term, subject to this Agreement, to:

• install and operate one (1) instance of the Software on the Customer's VPS;
• permit Authorised Users to access and use the Software for the Permitted Purpose; and
• use the Documentation as reasonably required to support that use.

2.2 Licence scope

The licence granted under clause 2.1 is granted on a per-Practice basis. A single licence covers a single Practice and is not transferable to a different legal entity, a different practice operated by the Customer, or any successor business, without Bhalekar's prior written consent (which may be conditioned on payment of a transfer fee or execution of a new Agreement).

2.3 Restrictions

The Customer must not, and must not permit any Authorised User or third party to:

• copy, modify, adapt, translate, create derivative works of, or merge the Software with other software, except as expressly permitted by this Agreement or by law that cannot be excluded;
• reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Software, except to the limited extent permitted by section 47D of the Copyright Act 1968 (Cth);
• rent, lease, lend, sell, sublicense, distribute, redistribute or otherwise transfer the Software or any rights under this Agreement to a third party;
• use the Software to provide a service bureau, hosted service, application service provider service, or similar service to any third party, or to permit any person who is not an Authorised User to access or use the Software;
• remove, alter or obscure any proprietary notices, labels or marks on the Software or Documentation;
• use the Software, Documentation, screenshots, workflows, design, non-public information, configuration, templates or outputs to copy, benchmark, reverse engineer, train, develop, improve or commercialise a substantially similar or competing product or service; or
• use the Software in any manner that is unlawful or that would expose Bhalekar to liability or regulatory action.

2.4 Authorised Users

The Customer is responsible for the acts and omissions of its Authorised Users as if they were the acts and omissions of the Customer. The Customer must ensure that each Authorised User is bound by terms of use that are no less protective of Bhalekar's rights than this Agreement.

2.5 Reservation of rights

All rights not expressly granted under this Agreement are reserved by Bhalekar. No title to or ownership of the Software is transferred under this Agreement.

2.6 Unauthorised modifications and customisations

The Customer must not modify, customise, alter, adapt, patch, decompile, interfere with, bypass, disable, reconfigure outside documented configuration parameters, add unauthorised code to, or create derivative works of the Software, except to the extent expressly permitted in writing by Bhalekar or by law that cannot be excluded.

Any unauthorised modification, customisation, alteration, interference, unsupported configuration, third-party plugin, script, code change, database change, or unsupported infrastructure change that is inconsistent with the Documentation, the Customer Security Responsibilities Schedule, the Support Schedule, or Bhalekar's written instructions, applied by the Customer, its Authorised Users, its contractors or any third party is at the Customer's sole risk.

To the maximum extent permitted by law, Bhalekar is not responsible for, and all warranties, support obligations, update obligations, service commitments and indemnities are excluded in respect of, any issue, defect, vulnerability, outage, data loss, compliance failure, security incident, performance issue or loss arising from or contributed to by any unauthorised modification, customisation, alteration, interference, unsupported configuration, third-party plugin, script, code change, database change, unsupported infrastructure change inconsistent with the Documentation or relevant Schedules, or workaround.

Bhalekar may suspend support for the affected installation until the Software is restored to a Bhalekar-approved supported state. Any investigation, remediation, reinstallation, reconfiguration or restoration work required because of unauthorised modification or unsupported configuration is chargeable at the General Professional Services Rate, plus any reasonable out-of-pocket costs. If the unauthorised modification or unsupported configuration causes Bhalekar to be required to provide regulatory involvement, investigation support, dispute support or legal-process support of the kind described in clause 5.8, that work is chargeable at the Regulatory Rate.

A breach of this clause is a material breach of this Agreement.

3. SUBSCRIPTION TERM, FEES AND PAYMENT

3.1 Subscription Term

This Agreement commences on the Effective Date and continues for the Initial Term, unless terminated earlier in accordance with clause 12.

3.2 Auto-renewal

At the end of the Initial Term and each subsequent Renewal Term, this Agreement will automatically renew for a further Renewal Term of twelve (12) months at Bhalekar's then-current renewal Fees, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

3.2A Renewal reminder

At least forty-five (45) days before the end of the then-current Subscription Term, Bhalekar will send the Customer a written renewal notice setting out: (a) the renewal date; (b) the renewal Fees applicable to the next Renewal Term; (c) the deadline for the Customer to give notice of non-renewal under clause 3.2; and (d) instructions for giving that notice. If Bhalekar fails to send the renewal notice at least forty-five (45) days before the end of the then-current term, the Customer's deadline for giving notice of non-renewal is automatically extended to thirty (30) days after the date Bhalekar actually sends the renewal notice, and Bhalekar will not invoice the Customer for the next Renewal Term until that extended deadline has passed.

During any extended non-renewal period under this clause, this Agreement continues on the same terms on a month-to-month basis, and Fees accrue pro-rata at the then-current monthly equivalent rate, unless the Customer gives notice of non-renewal within the extended deadline. If the Customer gives notice of non-renewal within the extended deadline, the Agreement terminates at the end of the month in which the notice is given, and Bhalekar will refund any Fees pre-paid for periods after that termination date.

3.3 EOFY pricing lock

Where the Customer enters into this Agreement before 30 June 2026 (EOFY Cutoff), the introductory first-year Fees and the published renewal Fees for the Customer's Subscription Plan as at the Effective Date are locked for the Initial Term and the first Renewal Term. After the EOFY Cutoff, Bhalekar may publish revised Fees that apply to new customers. Existing customers receive the prices in force at the time of their Order for the duration referred to in this clause.

3.4 Price changes

Subject to clause 3.3, Bhalekar may vary the Fees applicable on renewal by giving the Customer at least sixty (60) days' written notice before the start of a Renewal Term. If the Customer does not accept the revised Fees, the Customer may give notice of non-renewal under clause 3.2.

3.5 Invoicing and payment

Unless otherwise specified in the Order:

• Fees for the Initial Term are payable in full in advance on or before the Effective Date;
• Fees for each Renewal Term are payable in full in advance on or before the first day of that Renewal Term;
• the Implementation Fee is payable as one (1) lump sum in advance unless otherwise agreed; and
• all Fees are payable by credit card or bank transfer using the methods made available by Bhalekar (including the Stripe payment platform).

3.6 GST

All amounts payable under this Agreement are exclusive of GST. The Customer must pay any GST in addition to the Fees, on receipt of a valid tax invoice from Bhalekar.

3.7 Late payment

If the Customer fails to pay any undisputed amount when due, Bhalekar may, without limiting any other remedy: (a) charge interest on the unpaid amount at a rate of two per cent (2%) per annum above the Reserve Bank of Australia cash rate, accruing daily from the due date until paid in full; (b) suspend access to the Software and to support services on giving the Customer at least seven (7) days' written notice and an opportunity to remedy the non-payment; and (c) terminate this Agreement under clause 12.

3.8 Disputed amounts

The Customer must notify Bhalekar in writing of any disputed amount within fourteen (14) days of the invoice date, providing reasonable detail of the basis of the dispute. The undisputed portion of the invoice remains payable on the original due date. The parties must use reasonable endeavours to resolve disputes promptly and in good faith.

3.9 Refunds

Except as expressly provided in this Agreement or as required by law, Fees paid are non-refundable.

4. IMPLEMENTATION SERVICES

4.1 Scope

Bhalekar will provide Implementation Services to the Customer comprising:

• deployment of the Software to the Customer's VPS;
• configuration of the Customer's domain, branding (logo, colours, services), client onboarding flows, lead pipeline and integrated email client;
• configuration of role-based access control for an initial set of Authorised Users nominated by the Customer;
• Stripe payments integration using credentials provided by the Customer;
• one (1) round of smoke testing and functional verification;
• delivery of a runbook and operational handover documentation; and
• one (1) live training and walk-through session of up to two (2) hours' duration.

4.2 Customer obligations

The Customer must, in a timely manner:

• procure, configure and pay for the VPS on which the Software is to be installed (Bhalekar will provide reasonable guidance on minimum specifications);
• provide a domain name under the Customer's control and grant Bhalekar the access required to configure DNS records;
• provide all Customer-supplied content, branding assets, intake questions, consent templates and other configuration inputs;
• provide the Stripe account credentials and authorisation required for payment integration; and
• make Authorised Users available for the training session.

Any guidance provided by Bhalekar regarding VPS specifications, Hosting Providers, configuration, backup, security or infrastructure is general technical guidance only and is not legal, privacy, cybersecurity, compliance, procurement or professional advice. The Customer remains solely responsible for assessing whether its chosen hosting environment is appropriate for its business, Customer Data and legal obligations.

4.3 Completion

Implementation Services are complete on the earlier of: (a) successful completion of the smoke test; or (b) the date on which the Customer first uses the Software in live operation.

4.3A Acceptance

Within five (5) Business Days after Implementation Services are complete under clause 4.3, the Customer may give Bhalekar written notice of any material defect in the Implementation Services, providing reasonable detail of the defect. Bhalekar will use reasonable endeavours to rectify any validly notified material defect at no additional cost. If the Customer does not give notice within that period, the Implementation Services are deemed accepted by the Customer. Once accepted (whether expressly or by deemed acceptance), Implementation Services may not be re-performed without payment of additional Fees.

The Customer is responsible for reviewing all configuration settings, workflows, branding, forms, consent wording, email templates, payment settings, user roles and access permissions before commencing live use of the Software. Commencement of live use confirms that the Customer has reviewed and accepted those configuration choices, except to the extent of any material defect properly notified under this clause.

4.4 Out of scope

Customisation of the Software, integration with third-party systems other than Stripe, data migration from prior systems, and bespoke development are not included in the Implementation Services unless expressly agreed in writing in a separate Order.

5. CUSTOMER OBLIGATIONS

5.1 General

The Customer must:

• use the Software only for the Permitted Purpose and in accordance with this Agreement and the Documentation;
• comply with all applicable laws when using the Software, including the Privacy Act 1988 (Cth), the AML/CTF Laws, the ACL and the Tax Agent Services Act 2009 (Cth);
• keep all login credentials, encryption keys and access tokens secure and confidential;
• promptly notify Bhalekar of any unauthorised access, use or disclosure of the Software or Customer Data of which it becomes aware;
• maintain the VPS in good working order, including operating system patching, network security and adequate backup;
• ensure that its Hosting Provider and any related third-party infrastructure providers are suitable for the Customer's intended use of the Software and for the type, sensitivity and volume of Customer Data processed through the Software, including in relation to privacy, security, data residency, retention, backup, availability and the Customer's regulatory and professional obligations;
• comply with the operational practices set out in the Customer Security Responsibilities Schedule current at the Effective Date, which forms part of this Agreement; and
• be responsible for the integrity, accuracy and lawfulness of all Customer Data.

5.2 Customer's compliance responsibility

The Software is a tool that supports the Customer's compliance program. It does not constitute, and is not a substitute for, the Customer's own compliance program. The Customer is solely responsible for: (a) determining its obligations under the AML/CTF Laws (including in relation to Tranche 2), the Privacy Act 1988 (Cth) and other applicable laws; (b) configuring and operating the Software in a manner that meets those obligations; (c) the AML/CTF program documentation that the Software helps to generate; and (d) any reports, lodgements or notifications required to be made to AUSTRAC, the Office of the Australian Information Commissioner, or any other regulator. Bhalekar makes no representation or warranty that use of the Software, by itself, will achieve compliance with any law.

5.2A Software product only — no compliance officer or professional adviser role

Bhalekar provides a software product and related implementation and support services only. Bhalekar is not a compliance officer, AML/CTF adviser, legal adviser, tax adviser, accounting adviser, privacy adviser, auditor, assurance provider, reporting agent, outsourced compliance function, or substitute for the Customer's own professional judgement. Bhalekar is not, and does not act as, a "reporting entity" within the meaning of the AML/CTF Laws by reason of providing the Software or related services to the Customer.

The Software is designed to assist the Customer to organise, manage and document practice-management, onboarding and compliance-related workflows. It does not make compliance decisions, verify client identity, approve or reject clients, assess whether a client should be accepted, determine the Customer's legal obligations, determine whether a transaction or activity is suspicious, lodge reports with AUSTRAC or any regulator, maintain the Customer's AML/CTF program, or guarantee compliance with any law.

The Customer must apply its own professional judgement, obtain its own legal, accounting, AML/CTF, privacy, cybersecurity and other professional advice where required, and independently review, approve and verify all workflows, records, templates, outputs, risk assessments, client communications and compliance documents generated, stored or managed through the Software. The Customer must ensure that appropriately qualified personnel within the Customer's practice review and approve all compliance-related decisions and outputs before use.

5.2B Customer judgement and approval

The Customer is solely responsible for all decisions made in connection with its practice, clients and compliance obligations, including whether to accept, reject, verify, risk-rate, monitor, report, retain or offboard any client or matter. The Customer must not rely on the Software as the sole basis for any legal, regulatory, professional, client-onboarding, AML/CTF, tax, privacy or business decision.

5.2C Software is not a replacement for other practice systems

The Software is not a replacement for the Customer's accounting software, tax agent software, document management system, client advice process, professional review process, compliance officer function, or practice governance framework. The Software is intended to assist with practice-management, onboarding, workflow and record-management processes, and is to be used alongside the Customer's other practice systems and controls.

5.3 Acceptable use

The Customer must not use the Software:

• to send unsolicited commercial electronic messages in breach of the Spam Act 2003 (Cth);
• to store, transmit, process or generate any material that is unlawful, obscene, defamatory, harassing, infringing of intellectual property rights, or otherwise objectionable;
• in a manner that interferes with or disrupts the Software, its underlying infrastructure, or any other user's use of the Software;
• to attempt to gain unauthorised access to any system, network or data; or
• in connection with the laundering of money, the financing of terrorism, sanctions evasion, or any other unlawful purpose.

5.4 No relationship with Customer's clients

Bhalekar does not provide services to, contract with, advise, verify, onboard, assess, monitor or owe any duty to the Customer's clients, prospects or end users. The Customer is solely responsible for all dealings with its clients and prospects, including onboarding, identity verification, risk assessment, consent collection, communications, advice, record-keeping and regulatory reporting. No Customer client, prospect, end user or other third party has any right to enforce this Agreement, and this Agreement is not intended to create any duty of care, contractual right, statutory right or other enforceable right in favour of any person other than the parties.

5.5 No AML/CTF decision-making by Bhalekar

The Software may assist the Customer to collect, organise, record or manage information relevant to client onboarding or AML/CTF compliance. Bhalekar does not verify client identity, conduct customer due diligence, assess money laundering or terrorism financing risk, monitor transactions, make risk decisions, approve or reject clients, lodge reports with AUSTRAC, maintain the Customer's AML/CTF program, or provide AML/CTF compliance advice. All such responsibilities remain solely with the Customer as the reporting entity.

5.6 Software outputs

Any templates, workflows, reminders, checklists, risk indicators, generated documents, audit trails, reports, dashboards or other outputs produced by the Software are provided as operational aids only. The Customer is responsible for reviewing, verifying, approving and maintaining all outputs before relying on them, providing them to a client, regulator or third party, or using them for any legal, compliance, AML/CTF, tax, accounting, privacy or professional purpose. Bhalekar does not warrant that any output is complete, accurate, current, legally compliant, regulator-approved, suitable for a particular client or matter, or sufficient for any regulatory or professional obligation.

5.7 Customer responsibility for templates and legal wording

The Customer is solely responsible for the legal, regulatory and professional adequacy of all customer-facing wording, consent forms, intake questions, engagement letter wording, disclosure wording, privacy notices, AML/CTF program content, risk methodology, document templates and communications used in or generated through the Software, whether supplied by the Customer, configured during Implementation Services, or adapted from examples or starting templates made available by Bhalekar. Examples or starting templates provided by Bhalekar are illustrative only and must be reviewed and adapted by the Customer (with appropriate professional advice where required) before use.

The Customer acknowledges that it should maintain appropriate professional indemnity insurance, cyber insurance and business continuity arrangements having regard to the nature of its business, the Customer Data it handles, and its regulatory and professional obligations.

5.8 Regulatory involvement caused by Customer use

If Bhalekar is required to provide information, assistance, documents, explanations, witness statements, technical support, audit support, regulatory correspondence support, or other involvement in connection with any complaint, audit, inquiry, investigation, notice, review, proceeding, subpoena, notice to produce, statutory notice, court order, professional-body inquiry or regulatory action involving the Customer, the Customer's clients, Customer Data, the Customer's compliance program, the Customer's Hosting Provider, or the Customer's use of the Software, the Customer must pay Bhalekar for that involvement at the Regulatory Rate, plus any reasonable out-of-pocket costs (including legal, technical, forensic, accounting, cybersecurity, compliance or other professional adviser costs).

For the avoidance of doubt, "regulatory involvement" includes responding to subpoenas, notices to produce, compulsory information requests, regulator correspondence, professional-body inquiries, court orders, tribunal requests, statutory notices, law-enforcement requests and requests from the Customer's advisers where the request relates to the Customer, Customer Data, the Customer's clients, the Customer's Hosting Provider, the Customer's compliance program or the Customer's use of the Software.

5.8A Hourly rates

Bhalekar's professional services rates applicable to this Agreement are the General Professional Services Rate and the Regulatory Rate, each as defined in clause 1.1 and stated in the Order. External adviser costs (legal, forensic, accounting, cybersecurity, compliance or other external professional adviser costs) referred to in clauses 2.6, 5.8 and 5.8C are charged at cost, plus any reasonable administration or coordination costs stated in the Order.

Bhalekar may vary either rate for future work by giving the Customer at least thirty (30) days' written notice. Any varied rate does not apply to work already performed before the variation takes effect, or to work commenced under a retainer paid before the variation takes effect.

5.8B Invoicing and payment

Bhalekar may invoice regulatory involvement charges monthly in arrears, or more frequently where the matter is urgent or substantial. The Customer must pay each invoice within seven (7) days of the invoice date, unless the Order specifies a different payment period or the parties agree otherwise in writing, acting reasonably having regard to the urgency and nature of the matter. Clause 3.7 (late payment) and clause 3.8 (disputed amounts) apply to invoices issued under this clause.

5.8C Retainer for regulatory matters

Bhalekar may require the Customer to pay a reasonable upfront retainer before Bhalekar provides regulatory, audit, investigation, litigation or dispute-related assistance, except where Bhalekar is legally compelled to respond before payment can reasonably be obtained. Any retainer paid will be applied against invoices issued under clause 5.8B and any unused portion refunded after the relevant matter is resolved.

5.8D Carve-out

Clauses 5.8 to 5.8C do not apply to the extent the regulatory involvement is directly caused by Bhalekar's fraud, wilful misconduct, or material breach of this Agreement.

6. BHALEKAR OBLIGATIONS

6.0 Responsibility by control

The parties agree that responsibility under this Agreement is allocated according to operational control. The Customer is responsible for all matters within the Customer's control, including the Hosting Provider, VPS, configuration, access controls, backups, Customer Data, client consents, legal compliance, and the Customer's use of any outputs generated by the Software. Bhalekar is responsible only for matters within Bhalekar's direct control, including making the Software available, performing Implementation Services, and providing support, in each case in accordance with this Agreement. Where this Agreement allocates a specific responsibility to a party, that allocation prevails over any general statement to the contrary.

6.1 Provision of the Software

During the Subscription Term, Bhalekar will:

• make the Software available to the Customer for installation on the Customer's VPS;
• provide updates, patches and new versions of the Software when generally released, at no additional cost;
• provide the Documentation as updated from time to time; and
• provide support services in accordance with the Support Schedule applicable to the Customer's Subscription Plan, which sets out support hours, response times, severity levels, exclusions, the update policy, and any other operational support terms. The Support Schedule current as at the Effective Date forms part of this Agreement. Bhalekar may update the Support Schedule from time to time on at least thirty (30) days' written notice, provided that any update will not materially diminish the support entitlements of the Customer's Subscription Plan during the then-current Subscription Term without the Customer's consent (which must not be unreasonably withheld).

6.2 Security of the Software

Bhalekar designs the Software to incorporate the following security controls (which the Customer is responsible for operating on its VPS):

• encryption of sensitive fields at rest using AES-256-GCM;
• hashing of credentials using bcrypt;
• role-based access control with default and custom roles;
• JWT-based session management with HTTP-only cookies, rate limiting and security headers; and
• immutable consent and audit-trail records, including timestamp, IP address and document version.

The Customer acknowledges that no security control is absolute and that the security of the Customer's installation depends on the Customer's operation of the VPS, the Customer's administrative practices, and the conduct of its Authorised Users.

6.3 Updates and changes

Bhalekar may, at any time, update, modify, enhance or discontinue features of the Software, provided that Bhalekar will not materially diminish the core functionality of the Customer's Subscription Plan during a current term without the Customer's consent (which must not be unreasonably withheld where the change is required by law, security best practice, or to address a legitimate technical need).

6.4 Customer-hosted environment and hosting responsibility

The Software is delivered as installed software which the Customer hosts on a VPS, cloud instance or other infrastructure procured, contracted, controlled and operated by the Customer. Bhalekar does not host the Software for the Customer, does not provide the VPS or cloud infrastructure, does not control the hosting environment, and is not responsible for the acts, omissions, availability, security, performance, backups, data retention, data deletion, compliance, or service levels of the Customer's Hosting Provider, internet service provider, domain provider, email provider, or other third-party infrastructure or service providers selected or contracted by the Customer.

The Customer is solely responsible for selecting, contracting with, configuring, securing, maintaining, monitoring and paying for its Hosting Provider and other third-party infrastructure and services, including ensuring that those providers meet the Customer's privacy, cybersecurity, backup, availability, data residency, regulatory and professional obligations.

Except to the limited extent Bhalekar accesses Customer Data for support under clauses 7.3 and 7.3A, Bhalekar does not store, back up, replicate, monitor, control or process Customer Data on Bhalekar-controlled infrastructure. Customer Data remains hosted in the Customer's environment under the Customer's control.

6.5 Third-party services and integrations

The Software may interoperate with third-party services such as payment processors, email providers, domain providers, identity providers, CRM systems, analytics tools or other integrations. Bhalekar is not responsible for any third-party service, including its availability, security, performance, fees, changes, suspension, data handling, compliance, errors or failure. The Customer's use of any third-party service is governed by the Customer's separate agreement with the relevant provider, and Bhalekar is not party to those arrangements. Where Bhalekar provides default or recommended integrations, the Customer remains responsible for assessing whether those integrations are appropriate for its needs.

7. CUSTOMER DATA

7.1 Ownership

As between the parties, the Customer owns all Customer Data and retains all rights, title and interest in it. Nothing in this Agreement transfers ownership of Customer Data to Bhalekar.

7.2 Location and hosting of Customer Data

Customer Data resides on the Customer's VPS or other hosting environment selected and operated by the Customer. Bhalekar does not provide that hosting environment and is not responsible for the Hosting Provider's handling of Customer Data. The Customer is responsible for ensuring that its Hosting Provider and any related infrastructure providers comply with the Customer's privacy, security, data residency, retention, backup and regulatory requirements.

The Customer acknowledges that any rights, remedies, service levels, security commitments, backup commitments, data recovery commitments or privacy commitments relating to the VPS or hosting environment are governed by the Customer's separate agreement with the relevant Hosting Provider, and not by this Agreement.

7.3 Limited access for support

Bhalekar may, only with the Customer's express prior consent for each instance and only to the extent necessary to investigate or resolve a specific support issue raised by the Customer, request temporary read access to limited portions of the Customer's installation. Such access:

• is provided at the Customer's discretion;
• is granted by the Customer using the Software's built-in support access controls;
• is logged in the Customer's installation;
• terminates automatically after a defined period or on the Customer's revocation; and
• such access is limited, temporary, Customer-authorised support access and is governed by clause 7.3A.

7.3A Bhalekar conduct during support access

Where Bhalekar accesses Customer Data under clause 7.3, Bhalekar will:

• access and use Customer Data only as instructed by the Customer and only to the extent necessary to investigate or resolve the specific support issue;
• keep all Customer Data accessed during support strictly confidential and treat it as the Customer's Confidential Information under clause 11;
• not copy, retain, export, transmit or store Customer Data outside the Customer's installation, except where a temporary extract is strictly necessary for troubleshooting and only for the minimum time required;
• delete or destroy any temporary extract of Customer Data as soon as the support issue is resolved or the Customer's consent is revoked, whichever is earlier;
• limit access to Bhalekar personnel who have a need to know for the specific support issue and who are bound by confidentiality obligations no less protective than those in this Agreement; and
• promptly notify the Customer in writing if Bhalekar becomes aware of any unauthorised access, use, disclosure, alteration or loss of Customer Data involving Bhalekar's support activities, including all reasonably available details to assist the Customer to assess and respond to the incident.

Bhalekar will also follow the operational practices set out in the Support Access Protocol Schedule current at the Effective Date, which forms part of this Agreement.

7.4 Customer's privacy obligations

Where Customer Data includes Personal Information, the Customer is the entity responsible for compliance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in respect of that Personal Information, including: (a) collecting Personal Information lawfully and with appropriate notice and consent; (b) ensuring the Customer's privacy policy adequately describes the use of the Software; (c) responding to access, correction and complaint requests from individuals; and (d) notifying eligible data breaches under the Notifiable Data Breaches scheme.

7.5 Data portability and export

Because Customer Data resides on the Customer's VPS, the Customer retains direct control over the export and portability of Customer Data at all times. The Software provides export functionality for key data types as described in the Documentation.

7.6 Termination — data handling

On termination of this Agreement: (a) the Customer's licence to use the Software ends and the Software must be uninstalled from the Customer's VPS within thirty (30) days; and (b) Customer Data remains under the Customer's control on the Customer's VPS, and the Customer is responsible for retaining or destroying it in accordance with the Customer's legal obligations, including AML/CTF record-keeping (which generally requires retention for at least seven (7) years).

8. INTELLECTUAL PROPERTY

8.1 Bhalekar IP

Bhalekar (or its licensors) owns all intellectual property rights in and to the Software, the Documentation, the Onboard brand, and all improvements, modifications, derivative works, ideas, concepts, know-how and methodologies developed in connection with the Software, whether developed before, during or after the Subscription Term. Nothing in this Agreement transfers ownership of any of those rights to the Customer.

8.2 Customer IP

The Customer (or its licensors) owns all intellectual property rights in and to the Customer's logo, brand assets, content provided to Bhalekar for configuration, and Customer Data. The Customer grants Bhalekar a non-exclusive, royalty-free, limited licence to use the Customer's logo, brand assets and content solely as required to perform Implementation Services and to provide support, for the duration of the Subscription Term.

8.3 Feedback

If the Customer provides Bhalekar with any feedback, suggestions, ideas or proposals regarding the Software (whether in writing, verbally or otherwise), the Customer grants Bhalekar a perpetual, worldwide, royalty-free, irrevocable, sublicensable licence to use, modify and incorporate that feedback into the Software or any other Bhalekar product, without obligation to the Customer.

8.4 IP infringement indemnity (Bhalekar)

Bhalekar will indemnify the Customer against any third party claim that the Customer's use of the Software in accordance with this Agreement directly infringes that third party's Australian copyright, registered trade mark or registered patent, provided that:

• the Customer notifies Bhalekar promptly in writing of the claim;
• Bhalekar has sole control of the defence and settlement of the claim;
• the Customer provides reasonable assistance at Bhalekar's expense; and
• the Customer has not made any admission or settlement without Bhalekar's prior written consent.

This indemnity does not apply where the alleged infringement arises from: (a) modification of the Software by the Customer or any third party (including any unsupported modification under clause 2.6); (b) combination of the Software with materials, components, services or systems not supplied or approved by Bhalekar; (c) use of the Software outside the Permitted Purpose or contrary to the Documentation; (d) Customer Data, Customer-supplied configuration content or Customer-supplied templates or wording; (e) third-party services or integrations added or selected by the Customer (including any service referred to in clause 6.5); or (f) the Customer's continued use of the Software, or any component or version of the Software, after Bhalekar has notified the Customer in writing to stop using the affected Software, component or version (provided Bhalekar offers a non-infringing alternative under clause 8.5 within a reasonable time).

8.5 Mitigation

If the Software becomes, or in Bhalekar's reasonable opinion is likely to become, the subject of an infringement claim, Bhalekar may, at its option and at no additional cost to the Customer: (a) procure for the Customer the right to continue using the Software; (b) modify or replace the Software so that it is non-infringing; or (c) terminate the Agreement and refund a pro-rata portion of the Fees paid for the unexpired portion of the then-current term. Subject to clause 10, this is the Customer's sole and exclusive remedy for infringement claims.

9. WARRANTIES AND DISCLAIMERS

9.1 Bhalekar warranty

Bhalekar warrants that, for a period of ninety (90) days from the date Implementation Services are completed (the Warranty Period), the Software will perform substantially in accordance with the Documentation when used in accordance with this Agreement. Bhalekar's sole obligation, and the Customer's sole and exclusive remedy, for breach of this warranty is for Bhalekar to use reasonable endeavours to correct or replace the affected portion of the Software. If Bhalekar is unable to correct or replace within a reasonable time, the Customer may terminate this Agreement and Bhalekar will refund a pro-rata portion of the Fees paid for the unexpired portion of the then-current term.

9.2 Customer warranties

The Customer represents and warrants that:

• it has full corporate power and authority to enter into and perform this Agreement;
• its use of the Software will comply with all applicable laws;
• it has obtained all consents and authorisations required to provide Bhalekar with any Customer Data, branding assets or other content under this Agreement; and
• the information it provides during sign-up (including ABN, GST registration status and contact details) is true, complete and accurate.

9.3 Disclaimers

Except for the express warranties in this Agreement and any consumer guarantees that cannot lawfully be excluded under the ACL, the Software is provided "as is". Bhalekar makes no other warranties, whether express, implied, statutory or otherwise, including any warranty of merchantability, fitness for a particular purpose, or non-infringement. Without limitation, Bhalekar does not warrant that: (a) the Software will be uninterrupted, error-free or free from defects; (b) the Software will operate in any specific environment other than as described in the Documentation; (c) all errors will be correctable; or (d) the Software, by itself, will achieve compliance with any law (including the AML/CTF Laws, the Privacy Act 1988 (Cth), or the ACL).

9.4 ACL consumer guarantees

Where the Customer is a "consumer" within the meaning of the ACL, certain consumer guarantees may apply that cannot be excluded, restricted or modified by this Agreement. Nothing in this Agreement excludes or limits the application of those non-excludable rights. Where Bhalekar is permitted under the ACL to limit liability for breach of a consumer guarantee in respect of services that are not of a kind ordinarily acquired for personal, domestic or household use, Bhalekar limits its liability to one or more of the following, at Bhalekar's option: (a) supplying the services again; or (b) paying the cost of having the services supplied again.

9.5 No reliance on representations

The Customer acknowledges that it has not relied on any statement, demonstration, marketing material, website content, proposal, roadmap, sales discussion, estimate, case study or representation about the Software except to the extent expressly set out in this Agreement or the Order. This clause does not exclude liability for fraudulent misrepresentation, for misleading or deceptive conduct under section 18 of the ACL, or for any other liability that cannot be excluded at law.

10. LIMITATION OF LIABILITY

10.1 General cap on liability

Subject to clauses 10.2 (super-cap) and 10.5 (uncapped categories), and to the maximum extent permitted by law, the aggregate liability of each party to the other (whether in contract, tort, statute or otherwise) for all claims arising under or in connection with this Agreement in any twelve (12) month period is limited to the total Fees paid by the Customer under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim (or, if the event occurs in the first twelve months, the Fees paid up to that date plus the Implementation Fee).

10.2 Super-cap for sensitive categories

For claims arising from or in connection with: (a) breach of clause 11 (confidentiality); (b) breach of clauses 7.3 or 7.3A (support access to Customer Data); or (c) Bhalekar's indemnity in clause 8.4 (IP infringement), the aggregate liability cap of either party in any twelve (12) month period is two (2) times the cap calculated under clause 10.1.

10.3 Excluded losses

Subject to clause 10.5, neither party is liable to the other for any: (a) loss of profit, revenue or anticipated savings; (b) loss of business, business opportunity or goodwill; (c) loss or corruption of data (other than the cost of restoration from backup); or (d) indirect, consequential, special or punitive loss, in each case whether or not the loss was foreseeable.

10.4 Customer-side and hosting-provider losses excluded

The Customer acknowledges that, because the Customer hosts the Software on its own VPS or other hosting environment, Bhalekar has no operational control over that environment. To the extent permitted by law, Bhalekar is not liable for any loss arising from or in connection with: (a) the acts, omissions, outages, failures, vulnerabilities, misconfigurations, security incidents, data loss, data corruption, unauthorised access, service suspension, insolvency or non-compliance of the Customer's Hosting Provider, internet service provider, domain provider, email provider, payment provider or other third-party infrastructure or service provider selected or contracted by the Customer; (b) the Customer's selection, configuration, administration, maintenance, patching, monitoring, access controls, encryption settings, firewall settings, backup arrangements, data retention settings or security practices in respect of its VPS or hosting environment; (c) the Customer's failure to maintain adequate backups or disaster recovery arrangements; (d) loss of, corruption of, unauthorised access to, or unauthorised disclosure of Customer Data, except to the extent directly caused by Bhalekar's breach of clauses 7.3 or 7.3A; (e) regulatory action against the Customer, including by AUSTRAC, the OAIC or any professional body, except to the extent directly caused by Bhalekar's breach of this Agreement; (f) the Customer's inadequate or non-compliant AML/CTF program, privacy compliance program, client consent process, data retention process or professional compliance process; or (g) acts or omissions of the Customer's Authorised Users.

For clarity, Bhalekar is not liable merely because the Software is installed, configured or used in the Customer's VPS or hosting environment, and Bhalekar does not assume responsibility for the security, availability, legality, resilience or regulatory suitability of that environment by performing Implementation Services, providing Documentation, recommending minimum technical specifications, or providing support.

10.5 Uncapped categories

The caps in clauses 10.1 and 10.2 and the exclusions in clause 10.3 do not apply to: (a) liability for death or personal injury caused by negligence; (b) liability for fraud, fraudulent misrepresentation, or wilful misconduct; (c) the Customer's payment obligations under this Agreement; (d) the Customer's breach of clause 2.3 (restrictions); (e) the Customer's indemnity in clause 10.6; and (f) any liability that cannot be excluded or limited at law (including under the ACL).

10.6 Customer indemnity

The Customer indemnifies Bhalekar against all losses, damages, costs, claims, penalties, fines, compensation payments, remediation costs, liabilities and expenses (including reasonable legal costs on a solicitor-client basis and Bhalekar's time charged at the applicable General Professional Services Rate or Regulatory Rate, as applicable) suffered or incurred by Bhalekar to the extent arising from or in connection with: (a) the Customer's breach of clause 2.3 (restrictions), clause 2.6 (unauthorised modifications), or clause 5 (customer obligations); (b) Customer Data, including any claim that Customer Data infringes rights, is unlawful, is inaccurate, is incomplete, is mishandled, or has been collected, used, disclosed, retained or destroyed unlawfully; (c) the Customer's use of the Software outside the Permitted Purpose or contrary to the Documentation; (d) the Customer's AML/CTF, privacy, tax agent, professional, client onboarding, consent, record-keeping, reporting or regulatory compliance failures; (e) the acts or omissions of the Customer's Authorised Users; (f) the Customer's Hosting Provider, VPS, cloud environment, domain, email, payment provider, CRM, third-party integrations or other infrastructure; (g) any claim by the Customer's client, employee, contractor, regulator or other third party arising from the Customer's use of the Software; or (h) any regulatory inquiry, audit, investigation, claim or proceeding involving the Customer, Customer Data, the Customer's clients, the Customer's Hosting Provider, the Customer's compliance program, or the Customer's use of the Software.

This indemnity does not apply to the extent the relevant loss is directly caused by Bhalekar's fraud, wilful misconduct, or material breach of clauses 6.1 (provision of the Software and support), 7.3, 7.3A, 9.1 (Bhalekar warranty) or 11 (confidentiality).

10.7 Mitigation

Each party must take reasonable steps to mitigate any loss it suffers in connection with this Agreement.

11. CONFIDENTIALITY

11.1 Obligations

Each party must:

• keep the other party's Confidential Information confidential;
• use the other party's Confidential Information only for the purpose of performing this Agreement;
• not disclose the other party's Confidential Information to any third party except to its personnel, professional advisers, auditors or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this clause; and
• protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of like kind, but in no event less than a reasonable standard of care.

11.2 Exceptions

The obligations in clause 11.1 do not apply to information that: (a) is or becomes publicly available other than by breach of this Agreement; (b) was already in the recipient's possession before disclosure, free of any confidentiality obligation; (c) is independently developed by the recipient without reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, court order or regulatory authority, provided that the recipient gives the disclosing party prompt written notice (where lawful) and reasonable assistance to seek a protective order or other limit.

11.3 Survival

The obligations in this clause 11 survive termination of this Agreement for a period of five (5) years, except that obligations relating to trade secrets, source code and Personal Information continue indefinitely.

12. TERM AND TERMINATION

12.1 Termination for cause

Either party may terminate this Agreement immediately by written notice if:

• the other party commits a material breach of this Agreement and (where the breach is capable of remedy) fails to remedy that breach within thirty (30) days after receiving written notice requiring remedy;
• the other party becomes insolvent, has a receiver, manager, administrator or liquidator appointed, enters into a scheme of arrangement with creditors, or is unable to pay its debts as they fall due; or
• a regulator issues a final and binding order requiring the party to cease performing this Agreement.

For the purposes of clause 12.1(a), any breach of clause 2.6 involving unauthorised modification, interference with security controls, unauthorised access to source code, removal of licence controls, or use of unsupported third-party code is deemed a material breach. Bhalekar may terminate this Agreement immediately, without affording the cure period in clause 12.1(a), if, in Bhalekar's reasonable opinion, the breach cannot reasonably be remedied or the breach creates a material security, legal, intellectual property or regulatory risk.

12.2 Termination for convenience

The Customer may elect not to renew this Agreement at the end of the then-current Subscription Term by giving written notice in accordance with clause 3.2. Termination for convenience during a Subscription Term is not permitted, and Fees paid for that term are not refundable except as required by law or as expressly provided in this Agreement.

12.3 Effect of termination

On termination of this Agreement for any reason:

• the Customer's licence to use the Software ends immediately;
• the Customer must, within thirty (30) days, uninstall the Software from its VPS and certify in writing that it has done so;
• all amounts payable by the Customer accrued up to the date of termination remain payable;
• Customer Data remains under the Customer's control on the Customer's VPS, and the Customer is responsible for its retention or destruction; and
• clauses 1, 2.3, 2.5, 2.6, 5.2, 5.2A, 5.2B, 5.2C, 5.4, 5.5, 5.6, 5.7, 5.8, 5.8A, 5.8B, 5.8C, 5.8D, 6.0, 7.3A, 7.6, 8, 9, 10, 11, 12.3, 12.4, 13 and 14 survive termination.

12.4 Notification of claims involving the Software

The Customer must promptly notify Bhalekar in writing of any complaint, claim, inquiry, investigation, audit, notice, regulatory action, or threatened regulatory action by any person (including a regulator, professional body or the Customer's client) that alleges, suggests or may suggest that the Software contributed to a compliance failure, privacy incident, data issue, onboarding failure, AML/CTF failure, client dispute or other loss. The Customer must not make any admission, representation, statement or settlement on behalf of Bhalekar, that names Bhalekar or the Software, or that purports to allocate fault to Bhalekar or the Software or to characterise Bhalekar's responsibility, without Bhalekar's prior written consent. This obligation continues during the Subscription Term and for two (2) years after termination.

13. FORCE MAJEURE AND REGULATORY CHANGE

13.1 Force majeure

Neither party is liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent caused by an event beyond its reasonable control, including acts of God, natural disasters, pandemics, war, civil unrest, fire, flood, internet or telecommunications outages affecting third party infrastructure, or government action (Force Majeure Event), provided that the affected party promptly notifies the other party and uses reasonable endeavours to resume performance.

13.2 Regulatory change

If a change in law (including any change to the AML/CTF Laws or the issue of a new regulatory rule by AUSTRAC) materially affects the Software or the parties' rights or obligations under this Agreement, the parties will negotiate in good faith to agree any amendments necessary to give effect to the change. If the parties cannot agree within sixty (60) days, either party may terminate this Agreement on thirty (30) days' written notice and Bhalekar will refund a pro-rata portion of the Fees paid for the unexpired portion of the then-current term.

13.3 Extended Force Majeure Event

If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate this Agreement by written notice with no further liability, except for amounts already accrued.

14. GENERAL

14.0 Document hierarchy

This Agreement, together with any Order and the Schedules referenced in this Agreement, forms the contract between the parties. Where there is an inconsistency between the documents, the following order of precedence applies: (a) any special conditions set out in the Order; (b) the body of this Agreement; (c) the Support Schedule; (d) the Support Access Protocol Schedule; (e) the Customer Security Responsibilities Schedule; and (f) the Documentation, unless this Agreement or the Order expressly provides otherwise.

14.1 Notices

Notices under this Agreement must be in writing and sent: (a) to Bhalekar at info@bhalekar.ai, with a copy to legal@bhalekar.ai; or (b) to the Customer at the email address provided during sign-up. Notices are deemed received on the next Business Day after sending if sent before 5:00pm Melbourne time.

14.2 Assignment

The Customer may not assign, novate or transfer this Agreement without Bhalekar's prior written consent (which must not be unreasonably withheld). Bhalekar may assign or novate this Agreement to a related body corporate or to a third party in connection with a sale of all or substantially all of its business.

14.3 Variation

Bhalekar may vary this Agreement from time to time on at least thirty (30) days' written notice to the Customer, but only where the variation is required to: (a) comply with applicable law or a regulator's direction; (b) address a security or operational risk affecting the Software or its users; (c) reflect a non-material change to the Software, the Support Schedule or Bhalekar's operating practices; or (d) improve clarity of language without changing the substance of the Customer's rights or obligations. Any variation must not materially prejudice the Customer's rights during the then-current Subscription Term.

14.3A Material adverse variations

If Bhalekar proposes a variation that would materially prejudice the Customer's rights during the then-current Subscription Term, Bhalekar must obtain the Customer's written consent before the variation takes effect. If the Customer does not consent within thirty (30) days of receiving the proposal, the Customer may terminate this Agreement on thirty (30) days' written notice and Bhalekar will refund a pro-rata portion of the Fees paid for the unexpired portion of the then-current Subscription Term. The Implementation Fee is not refundable on a termination under this clause.

14.3B Variations on renewal

Where a variation does not fall within clause 14.3 (a)–(d), Bhalekar may publish revised terms that take effect on the Customer's next renewal under clause 3.2. The Customer's continued use of the Software into the next Renewal Term, after receiving the renewal notice under clause 3.2A which identifies the variation, constitutes acceptance.

14.4 Entire agreement

This Agreement, together with any Order, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior representations, agreements and understandings. No party has relied on any representation not expressly set out in this Agreement.

14.5 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions continue in full force and effect, and the invalid or unenforceable provision is to be read down only to the extent necessary to make it valid and enforceable.

14.6 Waiver

No waiver of any provision of this Agreement is effective unless in writing and signed by the waiving party. A waiver of a breach is not a waiver of any other or subsequent breach.

14.7 Relationship

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment relationship or agency between them.

14.8 Counterparts and electronic acceptance

This Agreement may be accepted electronically (including by clicking "I agree" or equivalent during sign-up). Electronic acceptance has the same legal effect as a signed paper agreement and the parties consent to the use of electronic signatures and records under the Electronic Transactions Act 1999 (Cth).

14.9 Governing law

This Agreement is governed by the laws of the State of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria and the courts of appeal from them, except that either party may seek interim or injunctive relief in any court of competent jurisdiction.

14.10 Dispute resolution

Before commencing proceedings (other than for urgent injunctive relief), the parties must: (a) refer the dispute in writing to senior representatives of each party; and (b) use reasonable endeavours to resolve the dispute through good faith negotiations within thirty (30) days. If unresolved, either party may commence proceedings.

14.11 No unfair contract terms

The parties acknowledge that this Agreement may be a "small business contract" or "consumer contract" within the meaning of the ACL. Each party intends that no provision of this Agreement be an "unfair contract term" within the meaning of the ACL. Where any provision would otherwise be an unfair contract term, that provision is to be read down only to the extent necessary to remove the unfairness, with the remainder of the provision to continue in force.

ACKNOWLEDGEMENT

By clicking "I agree", executing an Order, or installing or using the Software, the Customer acknowledges that it has read, understood and agrees to be bound by this Agreement, and warrants that the individual accepting on its behalf has the authority to do so.