Workhorse Terms of Service

title: Workhorse Apps Terms of Service — October 2026 status: draft read_when:

• reviewing or publishing the final October 2026 terms

WORKHORSE APPS TERMS OF SERVICE

14 October 2026

Welcome to Workhorse Apps!

These terms of service (Terms) govern your subscription with Workhorse Apps (Subscription), including the products and services described on our website at workhorseapps.com (Website). Your Subscription is for the tiered package selected by you and agreed between us (Subscription Tier). An Order is a written proposal or order that we both accept; an expressly agreed variation in an Order prevails over these Terms.

These Terms form an agreement between you or the company you represent (the Client, or you) and The Trustee for Instrand Holdings Trust (ABN 58 150 596 586) trading as Workhorse Apps (Workhorse Apps, we, our or us). Your account admin accepts these Terms in the app at first sign-in, including immediately after accepting an invitation. The admin confirms authority to accept for you. Payment or continued use alone does not accept a replacement version.

Our business address is Level 1, 530 Little Collins Street, Melbourne VIC 3000.

Your Subscription continues to renew monthly, and you continue to incur Subscription Fees, unless you cancel under clause 10.2.

We give at least 30 days' notice of a material change to these Terms and ask your account admin to accept it at the next sign-in. The previous version applies until acceptance, and no material change takes effect before the notice period ends. You may cancel before a change takes effect. Changes to your plan, fees, included usage and rates follow clause 2(i).

The Data Processing Addendum forms part of these Terms when we handle personal information in your systems on your behalf. It prevails for that processing if there is a conflict. Our Privacy Policy, Subprocessor List and AI Use Statement explain our practices. Changes to these pages do not expand our rights under these Terms.

Capitalised words have the meanings given where they appear or in the Definitions at the end. Please read these Terms before accepting.

1 THE SOLUTION

1.1 YOUR SUBSCRIPTION AND THE SOLUTION

(a) (The Solution) The Solution includes, to the extent described in your Subscription Tier, the Platform and the Support Services.

(b) (Scope of Subscription) Your plan, services and features are those shown in the app or our published price list when you subscribe, together with any expressly agreed variation in your Order. Changes follow clause 2(i).

(c) (Provide Information) As part of registering for and your continued use of your Subscription, you may be required to provide business information and details, such as a contact email address, contact first and last name, company details, a secure password, billing, postal and physical addresses, access to your website and software subscriptions, payment details, verified identifications, and other information as determined by us from time to time. You warrant that any information you give to us in the course of completing the Subscription registration process is accurate, honest, correct and up to date.

1.2 PRE-PACKAGED SOLUTIONS

(a) We may, from time to time, offer pre-packaged solutions (Pre-Packaged Solutions).

(b) The scope of a Pre-Packaged Solution is the scope shown when you purchase it.

(c) Pre-Packaged Solutions are purchased on a one-off basis and do not include any ongoing support unless otherwise stated on our Website for that Pre-Packaged Solution.

(d) Where context permits, references to “Solution” in this agreement includes Pre-Packaged Solutions.

1.3 THE PLATFORM

(a) During the Subscription Period, we grant you a non-exclusive, non-transferable licence to access the Platform and Documentation for the Number of Solution Users agreed for your Subscription. This limit concerns access to our hosted Platform, not users of your own systems. Workhorse Materials built into your systems have the permanent licence in clause 6.2.

(b) We may release enhancements to the Platform, including upgraded, improved, modified or new versions. Enhancements may cause downtime or delays. We will give reasonable notice of planned disruption and will not materially reduce the agreed service without your agreement or the notice and cancellation rights in clause 2(i).

(c) We will provide the Platform in accordance with applicable laws and industry standards.

(d) We may suspend new work or access to our subscription services for overdue, undisputed fees after reasonable written notice. We never disable a deployed system for a payment dispute. Suspension does not affect clause 6 licences or your access to your repositories and data.

1.4 FEATURES

(a) You may request work through our agreed ticketing system within the scope agreed when you subscribe or in your Order. Work we deliver for your systems is called a Feature.

(b) The consumer guarantees under the Australian Consumer Law are not excluded.

1.5 SUPPORT

(a) If the Solution includes services to provide you with support where necessary to resolve technical issues with the Platform (Support Services), the following terms apply unless otherwise specifically agreed in writing:

(i) We will take reasonable steps to provide Support Services where necessary. You must first endeavour to resolve any issues with the Platform internally and we will not assist with issues that are beyond our reasonable control.

(ii) Support scope is the scope agreed when you subscribe or in your Order. We will agree any extra work and its charge before starting it.

(iii) Our Support Services are subject to a “fair use policy”, under which you must not use the Support Services in a way that a reasonable person would consider to be unreasonable. If we reasonably consider use excessive, we will explain why and discuss a suitable limit with you before limiting further support for that month.

(iv) While we will endeavour to provide Support Services within a reasonable amount of time after your request, we do not make any guarantees in respect of response times or availability.

(v) You are responsible for all internal administration and managing access, including storing back-up passwords and assisting your Personnel to access and use the Platform.

(vi) These service limits do not exclude our responsibility for failing to use reasonable care and skill.

(b) You permit us to access and monitor systems covered by your Subscription only as needed to provide the agreed services. Usage measurement is limited by clause 7.

1.6 THIRD PARTY PLATFORMS

(a) To utilise the Solution, you may be required to sign up for or engage third party service providers, or we may do so on your behalf (Third Party Platforms).

(b) Third-party terms (Third Party Terms) apply to Third Party Platforms. We identify the relevant terms and charges before you authorise a service we arrange. You pay the third-party fees you approve, normally directly to that provider. We are not liable for loss caused by a provider's terms or fees except to the extent our or our Personnel's breach, negligence or unlawful conduct caused or contributed to it. This includes our responsibility for negligent selection or advice and unauthorised spending.

(c) It is your responsibility to review and agree to any such Third Party Terms, as amended from time to time.

(d) Integrations and data transfers can encounter errors or delays. We do not guarantee a third-party provider's operation. This does not exclude responsibility for loss our or our Personnel's breach, negligence or unlawful conduct caused or contributed to.

(e) We deliver the Solution by extracting data from Third Party Platforms that are utilised by your business on your behalf. To facilitate such extraction on your behalf, you agree to provide us with consistent and uninterrupted access to your IT systems and any ancillary applications or services on an as-required basis. This may require you to create separate logins and user profiles, which you agree to do so to allow us to provide services as part of the Solution to you.

(f) In the provision of the Solution, we may access your account through various ways including as a user or guest account with credentials or via Single Sign-On (SSO), Representational State Transfer (REST) APIs, GraphQL APIs, and other APIs from time to time. You agree that we may access your IT systems and any ancillary applications or services in order to provide the Solution.

(g) Where you provide us with user or guest account credentials to access your account, it is your responsibility to deregister such user or guest account access after the Term.

1.7 SERVICE EXCLUSIONS

(a) Work outside the scope agreed when you subscribe or in an Order requires separate agreement. We do not provide legal or regulatory compliance advice unless expressly agreed.

(b) The Solution depends on internet connections and other third-party networks and infrastructure. We do not guarantee their operation. This does not exclude responsibility for loss our or our Personnel's breach, negligence or unlawful conduct caused or contributed to.

1.8 INFRASTRUCTURE RECOMMENDATIONS

You acknowledge and agree that:

(a) any information, advice or recommendations provided to you in relation to your IT systems and related matters in the course of providing the Solution is based on:

(i) the information provided by you to us; and

(ii) our knowledge of current best practice and technological developments;

(b) you must make your own assessments of your business requirements and infrastructure needs; and

(c) you must ensure that you comply with applicable regulations relevant to your business, including industrial relations laws and privacy laws.

1.9 UPDATES

We may update or maintain the Platform, including for security. You are responsible for applying updates we provide to systems you control. We are not liable to the extent loss is caused by your failure to apply a notified update. We do not provide ongoing maintenance after your Subscription ends, but remain responsible for our own breach and any continuing warranty.

2 SUBSCRIPTION FEES AND PAYMENT

(a) (Pre-Packaged Solutions) You must pay the one-off fees agreed when you purchase a Pre-Packaged Solution.

(b) (Subscription Fee) Your plan, fees, included usage and rates are those shown in the app or our published price list when you subscribe, subject to any expressly agreed variation in your Order. Subscription Fees are the recurring fees for your plan. Existing customers keep their current subscription price until we notify them of a change under clause 2(i).

(c) Subscription Fees are paid monthly in advance and are non-refundable for change of mind, subject to your rights under these Terms and the Australian Consumer Law.

(d) The first subscription payment is due on the first day of the Subscription Period. Subscription invoices are due on issue. Other work is due as stated on its invoice, or within 14 days if no due date is stated. Usage above the included usage is invoiced monthly in arrears at the applicable rate, subject to the pilot in clause 7.

(e) (Automatic Recurring Billing) Your Subscription renews monthly until cancelled under clause 10.2. You authorise recurring payments by card, BECS direct debit or PayTo through Stripe, under the payment authority you accept. You may change or cancel that authority by contacting us at support@workhorseapps.com or through the available Stripe or bank controls. Cancelling a payment authority does not cancel your Subscription or amounts properly owed. We comply with the notice and other requirements of that authority.

(f) If automatic billing fails, we may issue an invoice for payment by the method and date stated on it. You can contact us about any billing error or dispute; we will investigate and correct errors.

(g) Fees are in Australian dollars and exclude GST. You must pay GST on a taxable supply, subject to us providing a tax invoice.

(h) Any payment surcharge must be disclosed before you authorise payment and must not exceed what the law permits.

(i) We may change your plan, fees, features, included usage and rates on at least 30 days' written notice describing the change. It applies only to a billing or usage period beginning after the notice expires. You may cancel before the change takes effect without an exit fee; if it starts before your paid period ends, we refund that period's unused portion. No change applies retrospectively. Updating the app or price list alone does not change your existing subscription without this notice.

3 YOUR OBLIGATIONS

(a) You must, and must ensure that all Users, comply with these Terms at all times. Your liability for loss caused by breach is subject to clause 9.3.

(b) Except as permitted by clause 6 or by law, you must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:

(i) make copies of the Documentation or the Platform;

(ii) adapt, modify or tamper in any way with the Platform;

(iii) remove or alter any copyright, trade mark or other notice on or forming part of the Platform or Documentation;

(iv) create derivative works from or translate the Platform or Documentation;

(v) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Platform or Documentation to any third party;

(vi) decompile or reverse engineer the Platform or any part of it, or otherwise attempt to derive its source code;

(vii) attempt to circumvent any technological protection mechanism or other security feature of the Platform; or

(viii) 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, please contact us immediately using the contact details or form provided on our Website.

4 USER OBLIGATIONS

You agree, and you must ensure that all Users agree:

(a) to comply with each of your obligations in these Terms;

(b) to not share your Solution account information with any other person and that any use of your account by any other person 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;

(c) to not use the Solution for any purpose other than for the purpose for which it was designed, including you must not use the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;

(d) not to knowingly interfere with the security or lawful operation of the Solution;

(e) to use automated access only through the interfaces we provide or as agreed with us; this does not restrict your rights under clause 6;

(f) that changes to the Solution follow clause 1.3(b), commercial changes follow clause 2(i), and material changes to these Terms follow the acceptance requirements above;

(g) that general information through the Platform is not advice tailored to your business unless we agree to provide that advice; and

(h) that cancellation or termination follows clauses 10 and 11, and does not affect your continuing rights in clause 6.

5 END USERS

(a) The Platform may assist you to create your own website, workflows, tools, software or ancillary applications (Applications).

(b) Your Applications may have its own visitors, customers and users (End Users).

(c) You acknowledge and agree that:

(i) your Applications and End Users are your responsibility;

(ii) you are solely responsible for providing products, services and support to your End Users;

(iii) you are solely responsible for compliance with any laws or regulations related to your Application and/or your End Users; and

(iv) your ability to create, share or otherwise operate your Applications may be limited by the extent to which your Applications includes licensed content.

(d) We are not liable for, and will not provide you with any legal advice regarding, your Applications or your End Users.

6 INTELLECTUAL PROPERTY

6.1 DEFINITIONS

In this clause:

(a) Existing Material means Material other than New Material.

(b) New Material means Material created, written or developed during the Subscription Period for this agreement.

(c) Material means information, documents, reports, software (including source and object code), inventions, data and other materials in any form.

(d) Workhorse Materials means our platform, products, tooling, SDKs, packages, templates, generic components, methods and know-how, whenever and for whomever made, including improvements made during your work. It excludes your Existing Material, data, Confidential Information and code or documents made only for your business.

(e) Customer Material means the code and documents made only for your business, excluding Workhorse Materials and third-party material. Material does not become Workhorse Materials merely because we later wish to reuse it.

6.2 EXISTING MATERIAL AND WORKHORSE MATERIALS

(a) Each party keeps ownership of its Existing Material. Workhorse Materials, whether Existing Material or New Material, remain ours. Third-party material remains its owner's and is subject to its disclosed licence terms.

(b) You grant us a limited licence to your Existing Material solely to provide the agreed services.

(c) We grant you a perpetual, irrevocable, transferable, worldwide, royalty-free licence, including the right to sublicense, to use, copy, modify and adapt Workhorse Materials and our Existing Material built into your systems. This includes running those systems, giving their users access and having others host, support, maintain or develop them for you. It covers the source code we deliver as well as executable code. It continues after you leave, and no breach, unpaid fee or fee dispute ends it.

(d) This licence is for your systems. It does not allow sale or licensing of Workhorse Materials as a separate product, or give access to our standalone tools or hosted services after your Subscription ends. You may transfer it with the system or your business, without our further consent.

(e) A separately priced product is excluded from the free licence only if, before it is built in, you separately accept its identity, price and licence terms, including what happens when payment ends. We cannot later turn already-licensed Workhorse Materials into a paid product for your existing system. Third-party services remain subject to their own terms and charges.

6.3 NEW MATERIAL

We assign the Intellectual Property Rights in Customer Material, excluding moral rights, to you when you have paid the fees for the work that created it. Until then, you have the same continuing licence in that Customer Material as clause 6.2(c) gives for Workhorse Materials. Nothing in these Terms reduces rights you already have in a system delivered before you accept them. We obtain written consents from our people for your reasonable use, modification and maintenance of their work under this agreement, including use without attribution, to the extent permitted by law. Moral rights remain with their authors.

6.4 LICENCE TO NEW MATERIAL

You grant us a perpetual, irrevocable, transferable, worldwide, royalty-free licence, including the right to sublicense, to use, copy, adapt and commercialise any part of what we build for you (including parts of your app) in our own products and in work for others. Reuse under this or an earlier licence excludes your data, your Confidential Information and anything that identifies you. Your own licence, ownership and other rights are unaffected. This does not license third-party material beyond its owner's terms. Any exclusivity must be expressly agreed in an Order.

6.5 THIRD PARTY INTELLECTUAL PROPERTY

We warrant that:

(i) the provision of the Solution to you; and

(ii) your receipt and use of the Solution, will not infringe the Intellectual Property Rights of any third party.

6.6 YOUR EXISTING & NEW MATERIAL

(a) You are responsible for ensuring that:

(i) you share the New Material and your Existing Material only with intended recipients; and

(ii) the New Material and your Existing Material is appropriate and not offensive.

(b) You:

(i) warrant that our use of your Existing Material 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.

(c) We do not maintain your domain or email-domain reputation. You are responsible for Material you provide through your platform, applications or messages. This does not exclude our responsibility for our own breach, negligence or unlawful conduct.

7 USAGE MEASUREMENT

(a) On systems we build and support, our meter records metadata about writes: the system, table, operation, time and source. Usage records hold no person identifiers or record contents. We use these records to measure, bill and show usage. We keep them with our cloud providers, including in the United States, while we provide services to you and for 24 months after our last service to you. After that, we keep only aggregated or de-identified usage data, which we may keep and use indefinitely for analysis and improving our services. That retained data must not identify a person or customer, disclose Confidential Information or allow reconstruction of individual usage records; we do not attempt to re-identify it.

(b) A usage period is a calendar month in your account's billing time zone. We count one net create, change or delete of a business record per committed transaction in a table agreed as billable for your system. Reads, unchanged records, approved migrations and imports, technical or telemetry records, unapproved AI suggestions, and test or development activity do not count. Included usage is shared across your account's systems. We show measured usage and any overage on your account.

(c) During the usage pilot, usage is measured and invoiced at AUD 0. We give at least 30 days' written notice before usage charging starts and charge only for usage periods starting after that notice. You may cancel before charging starts. This does not waive subscription fees or other agreed charges.

(d) You may ask us to switch capture off. We will do so. Usage billing then ends unless your Order provides for reasonable estimated billing. Any estimate must use available usage evidence and be explained on the invoice. We do not present an estimate as measured usage.

(e) We do not count usage caused by our own defects.

(f) We alert you when usage passes each multiple of your plan's included record band.

(g) You give notices to your own staff where workplace law requires them.

8 CONFIDENTIALITY AND PRIVACY

(a) Each party must protect the other's Confidential Information and use it only to perform this agreement. It may disclose it to Personnel or advisers who need it for that purpose and are bound to keep it confidential, or where required by law. Where lawful, it must give the other party notice before a required disclosure. Each party is responsible for its Personnel's handling of that information. These duties continue after the agreement ends.

(b) We handle personal information in line with the Australian Privacy Principles. Our separate Privacy Policy explains what we collect, why, who receives it, retention, and how to request access or correction or make a complaint. The policy does not expand the usage collection permitted by clause 7.

(c) Each party must promptly tell the other if it learns of a potential, actual or suspected loss, misuse or unauthorised access to the other's Confidential Information, investigate it and give reasonable help with the response.

(d) When we handle personal information inside your systems on your behalf, the Data Processing Addendum applies. It covers instructions, security, subprocessors, breach response, overseas handling and return or deletion.

8.1 AI USE

We use AI tools in development only through business accounts and under business terms that do not train on customer data. We keep model-training and improvement settings off and apply human review to what we deliver. Our confidentiality and data protection duties apply to AI tools too.

For AI features in your systems, outputs can be wrong. You must review them before relying on them and ensure your users' inputs are lawful and authorised. The relevant model provider's terms apply; we identify them before the feature is enabled. We do not warrant the accuracy of AI output. This does not limit our agreed duties, responsibility for our own breach or negligence, or rights that cannot be excluded by law. Ownership of AI-assisted work follows clause 6. Our AI Use Statement explains these practices.

9 LIABILITY

9.1 WARRANTIES AND LIMITATIONS

(a) (Warranties) We warrant that:

(i) during the Subscription Period, the Platform will perform substantially in accordance with the Documentation;

(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 Platform in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.

(b) (Service Limitations) Subject to our express warranties, confidentiality duties and the Australian Consumer Law, you acknowledge 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) information you receive or supply through the Solution will be secure or confidential; or

(iv) any information provided through the Solution is accurate or true.

(c) (Exclusion) 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.

(d) (Consumer law) 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). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services we provide.

9.2 LIMITATION OF LIABILITY

To the maximum extent permitted by law, our liability for all claims in aggregate (whether those claims be for breach of contract, negligence or otherwise, and whether those claims be only for economic loss, or for personal injury or other damage) arising under or in connection with these Terms, the Solution or a Subscription:

(a) is totally excluded, to the extent it concerns liability for indirect, special and consequential damages, and damages (whether direct or indirect) reflecting loss of revenue, loss of profits and loss of goodwill (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)); and

(b) is limited, insofar as concerns other liability, to the total money paid to us under these Terms as at the date the event giving rise to the relevant liability occurs (or, where there are multiple events, the date of the first such event).

9.3 INDEMNITY

You indemnify us for reasonable losses, claims, expenses, damages and liabilities to the extent caused by your or your Personnel's breach of these Terms, negligence or unlawful conduct, including authorised use by your Users. You do not indemnify us to the extent we or our Personnel caused or contributed to the loss. We must take reasonable steps to limit loss and tell you promptly about a claim. These limits also apply to the indemnity in clause 6.6(b).

10 UPGRADES, DOWNGRADES AND CANCELLATION OF YOUR SUBSCRIPTION

10.1 UPGRADE AND DOWNGRADES

(a) You may ask to upgrade or downgrade at any time. We will confirm access and subscription billing changes before you accept them. Any upgrade charge is shown before acceptance. A downgrade of the subscription price starts with the next billing cycle.

(b) An upgrade's usage terms apply from the start of the current usage period. A downgrade's usage terms apply from the next usage period. Plan changes do not remove your rights under clause 6 or your ownership of repositories and data.

10.2 CANCELLATIONS

(a) You may cancel at any time in the app or by written notice before the end of the current billing cycle. Your Subscription ends at that cycle's end, and you pay for that cycle. There is no exit fee. Access to our subscription services then ends, subject to the continuing rights below.

(b) We may cancel on at least 30 days' written notice. If we stop providing paid services before the end of a paid period, we refund the unused portion. Termination for breach is addressed in clause 11.2.

(c) You keep your repositories and data. On request, we transfer or export to you repositories we hold for your systems and provide a copy of your data. We give reasonable handover help at our standard rates, disclosed before that work. Payment disputes do not prevent access to or transfer of your repositories and data. We never disable a deployed system for a payment dispute. Clause 6 licences and ownership rights continue, including the paid-product terms you separately accepted.

(d) We will tell you before removing any copy of your data we hold for the services and give you a reasonable opportunity to retrieve it. Personal information in your systems follows the Data Processing Addendum; other personal information follows our Privacy Policy. Usage records follow clause 7. Ending the Subscription does not cut short a warranty already given.

11 DISPUTES AND TERMINATION

11.1 DISPUTE RESOLUTION

(a) A party claiming that a dispute has arisen under or in connection with this agreement 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 this agreement 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.

11.2 TERMINATION

(a) Either party may terminate by written notice for the other's material breach if it is not remedied within 14 days after written notice describing it, or immediately if it cannot be remedied. Either party may terminate if the other becomes subject to insolvency or bankruptcy administration, to the extent permitted by law.

(b) On termination, you pay for services properly provided and reasonable, unavoidable third-party costs you approved. We refund prepaid fees for services not provided. Neither party loses accrued rights or the continuing rights and obligations in clauses 6, 7, 8, 9, 10.2 and 14.8.

12 NOTICES

(a) A notice or other communication to a party under this agreement must be:

(i) in writing and in English; and

(ii) delivered via email to the other party to the email address most regularly used by the parties to correspond or otherwise, for notifications sent by us, via notifications through our Website.

(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 this agreement, 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.

13 FORCE MAJEURE

(a) We will not be liable for any delay or failure to perform our obligations under this agreement if such delay or failure arises out of a Force Majeure Event.

(b) If a Force Majeure Event occurs, we must 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 this agreement.

(c) Subject to compliance with clause 13(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 this agreement, a ‘Force Majeure Event’ means any:

(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;

(ii) strikes or other industrial action outside of the control of us; or

(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; 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.

14 GENERAL

14.1 GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in Victoria. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. 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.

14.2 WAIVER

No party to this agreement 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.

14.3 SEVERANCE

Any term of this agreement 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 this agreement is not limited or otherwise affected.

14.4 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.

14.5 ASSIGNMENT

Except for the licences expressly permitted by clause 6, a party cannot assign, novate or otherwise transfer its rights or obligations under this agreement without the other party’s prior written consent, not to be unreasonably withheld.

14.6 ENTIRE AGREEMENT

This agreement 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 this agreement. Accrued rights and licences survive.

14.7 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 this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

(h) (document) a reference to a document (including this agreement) 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 this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

14.8 OUR TEAM

During your Subscription and for 12 months after it ends, you must not, without our written agreement, solicit, employ or engage any of our employees or contractors who worked on your account in the 12 months before the solicitation, employment or engagement. This applies whether you act directly or through an agency or related company. General advertising that does not target our people is not solicitation; employment or engagement of a covered person still requires our written agreement.

If you employ or engage a covered person without that agreement, you must pay a placement fee of 25% of that person's first-year remuneration (the salary or fees payable for their first 12 months with you). This is a genuine pre-estimate of our recruitment and replacement cost. We cannot recover the same loss twice. No placement fee arises from solicitation alone. This clause protects our team relationship and does not restrict competition by your business. It applies only to the extent permitted by law.

DEFINITIONS

| Term | Definition | | --- | --- | | Client Data | means any documents or materials supplied by you to us under or in connection with these Terms or a Subscription, including any Intellectual Property Rights attaching to those materials. | | 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. | | Documentation | means all manuals, help files and other documents supplied by us to you relating to the Platform, whether in electronic or hardcopy form. | | 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 this agreement. | | Number of Solution Users | means the number of Users that you may make the Solution available to, in accordance with your Subscription. | | Personnel | means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents. | | Platform | means the software as described on our Website (including any templates, products, applications, tools, designs and features provided by us), and which is licenced to you in accordance with clauses 1.3 and 6 | | Platform Content | means all materials owned or licensed by us in connection with the Platform and any Intellectual Property Rights attaching to those materials. | | Solution | includes the Platform and Support Services (and any other services to be provided to you under these Terms). | | Subscription | has meaning given in the first paragraph of these Terms, and includes the limitations set out in clause 1.1(b) and on the Website. | | Subscription Fees | has the meaning set out in clause 2(b) of these Terms. | | Subscription Period | means the period of your Subscription to the Solution as agreed on the Website. | | Subscription Tier | has the meaning given in the first paragraph of these Terms. | | Support Services | has the meaning given in clause 1.5. | | User | means end users of the Solution, on your website or any other platform, and any other third party granted access to the Platform by you. | | User Data | means files, data, materials or any other information, which is uploaded to the Platform by you or a User, 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 site operated by us in connection with the Solution. |