Process AI Service Agreement

Process AI Pty Ltd ACN 678 449 271 (Process AI) and the customer who accepts these terms (the Customer).

How you accept these terms. Process AI delivers its services online through the Process AI client portal (the Portal). You accept this agreement by ticking the box confirming you have read and accept the Process AI Service Agreement and clicking to confirm at checkout (or in the Portal) before you pay. By clicking to accept, you agree to be legally bound by this agreement. You can open and read these terms at any time — they are linked at checkout (opening in a new tab) and from the Portal. There is no separate signed engagement letter; acceptance is online. Once accepted, Fees are billed and collected automatically through the Portal by direct debit or card on a recurring basis, and a tax invoice is issued to you after each successful payment.

Background

A. Process AI is the developer of the Process AI artificial intelligence tool (Software) and offers the generation of the Products via an Agent, together with a membership that maps and prepares the Customer's accounting files and optional bookkeeping services, all delivered online through the Portal.

B. The Customer wishes to engage Process AI to provide the Products and the other services described in this agreement, and Process AI has agreed to supply them to the Customer on the terms and conditions set out in this agreement.

Agreed terms

1. Defined terms & interpretation

1.1 Defined terms

In this agreement:

Agent means any qualified member of the Process AI Personnel which is allocated to the Customer for the purposes of fulfilling Process AI's obligations under this agreement.

Approvals means any certificates, licences, consents, permits, approvals or requirements required under applicable Laws or by any Authority.

Authority means any government department; local government; governmental or statutory authority; or authority with jurisdiction in respect of the Product.

Bookkeeping Services means the ongoing bookkeeping services described in Schedule 3 that Process AI may agree to provide to the Customer for a monthly Fee, as quoted to and accepted by the Customer through the Portal.

Business Day means: (a) for receiving a notice under clause 20, a day that is not a Saturday, Sunday, public holiday or bank holiday in the place where the notice is received; and (b) for all other purposes, a day that is not a Saturday, Sunday, public holiday or bank holiday in Brisbane, Queensland, Australia.

Business Hours means from 9.00am to 5.00pm on a Business Day.

Claim includes any claim, action, proceeding, demand, liability, obligation, costs (including legal costs on a full indemnity basis), losses, damages and expenses, including those arising out of the terms of any settlement or from any personal injury or property damage or in respect of loss or liability of any kind.

Commencement Date means the date on which the Customer first accepts this agreement through the Portal, or the date specified in Item 3 of Schedule 1.

Confidential Information means the know-how, trade secrets, technical processes, information relating to products, prices, contractual arrangements with customers or suppliers, drawings, plans, designs, sketches, schematics, blueprints and other information relating to this agreement which by its nature, or by the circumstances of its disclosure to the recipient of the information, is or could reasonably be expected to be regarded as confidential and expressly includes all information exchanged between the Customer and Process AI in connection with this agreement, whether in writing, electronically or orally.

Consequential Loss means, in respect of a breach of this agreement or any event, fact, matter or circumstance giving rise to a claim in connection with this agreement: (a) any liabilities suffered or incurred by a party that cannot reasonably be considered to arise naturally from that breach or event, fact, matter or circumstance; (b) any and all exemplary or punitive liabilities in relation to that breach or event, fact, matter or circumstance, even if such loss could reasonably be considered to arise naturally from that breach or event, fact, matter or circumstance; and (c) all direct, indirect and consequential loss (including economic loss, loss of profit, loss of revenue, loss of goodwill, loss of opportunity, loss of contract (other than this agreement), loss of savings, loss of production, production stoppage and loss of data) even if such loss could reasonably be considered to arise naturally from that breach or event, fact, matter or circumstance, whether arising in contract, tort (including negligence) or equity or under statute.

Corporations Act means the Corporations Act 2001 (Cth).

Customer Data means any information, materials, data, datasets or databases, documents and other data to the extent provided by or on behalf of the Customer to Process AI and/or the Agent, or any other such data accessed by Process AI and/or the Agent in providing the Products.

Direct Debit means an authority given by the Customer through the Portal (via Process AI's payment processor) for Process AI to charge the Customer's nominated payment method (bank account or card) for Fees as and when they fall due.

Event of Default means any event where a party to this agreement: becomes subject to an Insolvency Event; or ceases to carry on its business or disposes of all or substantially all of its assets.

External Administrator means an administrator, controller or managing controller (each as defined in the Corporations Act), trustee, provisional liquidator, liquidator or any other person (however described) holding or appointed to an analogous office or acting or purporting to act in an analogous capacity.

Fee means the sum of all amounts to be paid by the Customer to Process AI as set out in the Payment Schedule and as displayed in the Portal at the time the Customer accepts the relevant Membership, Product or Bookkeeping Services (and as varied in accordance with this agreement).

Force Majeure Event means an event or circumstance beyond the reasonable control of Process AI or the Customer (as the case may be), which results in or causes the failure of Process AI or the Customer respectively to perform any of its obligations under this agreement, including but not limited to: any act or omission of a third party (other than acts or omissions of the affected party's Personnel) that is beyond the reasonable control of a party; acts of God; strike, lockout, or other industrial disturbance by persons other than the affected party or its Personnel; acts of a public enemy, declared or undeclared war, threat of war, terrorist act, blockade, revolution, riot, insurrection, civil commotion, public demonstration, sabotage, acts of vandalism, epidemics or disease; and acts of animals, lack of adequate fuel resources, accidental collisions, explosion, acts of aircraft, motor vehicles or trains, fault or failure of any plant, apparatus or equipment, provided that a lack of funds, or unavailability of funds, will not be considered a Force Majeure Event.

Good Industry Practice means the exercise of that degree of care, skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced developer engaged in the business of developing the Software.

GST means goods and services tax levied in accordance with the GST Act.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Indemnified Parties has the meaning given in clause 17.

Insolvency Event means, in respect of a person, any of the following occurring: it becomes insolvent within the meaning of section 95A of the Corporations Act, or is taken to have failed to comply with a statutory demand, or must be presumed by a court to be insolvent, or is the subject of a circumstance specified in section 461 of the Corporations Act; it is the subject of a Liquidation, or an order or application is made for its Liquidation; an External Administrator is appointed to it or any of its assets; a step is taken under section 601AA, 601AB or 601AC of the Corporations Act to cancel its registration; if a trustee of a trust, it is unable to satisfy out of the assets of the trust the liabilities incurred by it as and when those liabilities fall due; it stops or suspends payment to all or a class of creditors generally; or an analogous or equivalent event occurs in any jurisdiction.

Intellectual Property means all intellectual property now in existence or developed or created in the future including copyrights, trade marks, service marks, designs, patents, images, performances, concepts, audio or visual recordings, broadcasts, photographs, films, brand names, business names, logos, trade secrets, business concepts, know-how, domain names, circuit designs, circuit layouts, discoveries, inventions, documents, drawings, specifications, records, manuals, models, memoranda, technical data and social media handles, account names, usernames or web addresses or other literary, musical, artistic or dramatic works.

Intellectual Property Rights means all rights existing in Australia or elsewhere, whether created before, on or after the Commencement Date, whether registered or not and whether protected by legislation or not, which attach to any Intellectual Property, including all rights to register such rights, but excluding Moral Rights.

Laws means: Commonwealth and State legislation including regulations, by-laws or other subordinate legislation; common law and equity; requirements of Authorities and Approvals; and guidelines of the Commonwealth, State and local governments and Authorities with which Process AI is legally required to comply.

Liquidation means: a winding up, dissolution, liquidation, provisional liquidation, administration, bankruptcy or other proceeding for which an External Administrator is appointed, or an analogous or equivalent event or proceeding in any jurisdiction; or an arrangement, moratorium, assignment or composition with or for the benefit of creditors or any class or group of them.

Membership means the PAiD and XAP membership described in Schedule 3 under which Process AI maps and prepares the Customer's accounting files and gives the Customer access to the Portal, charged as a recurring monthly Fee per entity.

Moral Rights means the right of integrity of authorship, the right of attribution of authorship and the right not to have authorship falsely attributed, more particularly as conferred by the Copyright Act 1968 (Cth), and rights of a similar nature anywhere in the world.

Order means an order for the supply of a Product, Membership or Bookkeeping Services placed by the Customer through the Portal from time to time.

Out of Scope Work means any products or services provided by Process AI to the Customer that are not part of the Products, the Membership or the Bookkeeping Services or are otherwise in addition to those which were taken into account when determining the Fees.

Payment Schedule means the payment schedule set out in Schedule 2.

Personal Data has the meaning given to it in the Privacy Act.

Personnel means, in respect of a party, that party's directors, officers, employees, agents and subcontractors, and in respect of Process AI, includes the Agent.

Portal means the online Process AI client portal through which the Customer onboards, accepts this agreement, places Orders, authorises Direct Debit payment, and receives the Products.

Privacy Act means the Privacy Act 1988 (Cth).

Process AI Property means the Software and all Intellectual Property owned by Process AI or licensed to Process AI for use and exploitation during the Term and all Intellectual Property Rights in and attaching to such property.

Products means the reports, documents, or responses provided by the Agent and/or Process AI and created using the Software, including all products listed in Schedule 3 (as amended or replaced from time to time by agreement between Process AI and the Customer).

Related Body Corporate has the meaning given to that term in the Corporations Act.

Software means the artificial intelligence tool developed by Process AI and includes any software owned by or licensed to Process AI that is used in the creation of the Products, and includes any instructions in hard copy or electronic form and any update, modification or release of any part of that software after this agreement is entered into between the parties.

Term means the period specified in Item 4 of Schedule 1.

Third Party Software means any software, products, tools or applications that are used in connection with the supply of the Products that are not owned by Process AI.

1.2 Interpretation

In this agreement, except where the context otherwise requires: the singular includes the plural and vice versa; another grammatical form of a defined word has a corresponding meaning; a reference to a clause, paragraph or schedule is to a clause or paragraph of, or schedule to, this agreement, and a reference to this agreement includes any schedule; a reference to a document includes the document as varied or replaced; a reference to A$, $A, dollar or $ is to Australian currency; a reference to time is to Brisbane, Australia time; a reference to a party includes that party's executors, administrators, successors and permitted assigns; a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or other entity; a reference to a statute includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements; the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions; any agreement, representation, warranty or indemnity by two or more parties binds them jointly and severally; nothing is to be interpreted against a party on the ground that the party put forward the agreement; and if a day on or by which an obligation must be performed is not a Business Day, it must be performed on the next Business Day.

1.3 Headings

Headings are for ease of reference only and do not affect interpretation.

2. Engagement and term

2.1 Engagement

The Customer engages Process AI to provide the services of the Agent, the Membership, the Products and (where accepted) the Bookkeeping Services, and Process AI accepts such engagement, to supply them from time to time in accordance with this agreement. The Customer enters into this engagement online by ticking the acceptance box and clicking to confirm at checkout or in the Portal.

2.2 Term

This agreement commences on the Commencement Date and, unless terminated earlier in accordance with clause 16, remains in force for the Term. The Membership and any recurring Product or Bookkeeping Services continue on a month-to-month basis until cancelled in accordance with this agreement.

2.3 Extension by agreement

The parties may agree to extend the term of this agreement in writing (which includes acceptance through the Portal) at any time prior to the expiration of the Term.

2.4 Notice of expiry

(a) Where the Term is for a fixed period, Process AI will notify the Customer of the expiration of the Term at least one (1) month prior to that date, and may propose a new term.

(b) The Customer must notify Process AI (which includes renewing through the Portal) if it wishes to renew for the proposed further term before the expiration of the Term.

(c) If the Customer does not notify Process AI before the expiration of the Term, this agreement will come to an end effective at the expiration of the Term.

2.5 Non-exclusivity

Process AI may provide to other customers services and other products the same as or similar to the services of the Agent and the Products.

3. Consideration

3.1 Process AI to provide the Agent and the Products

In consideration for the Customer paying the Fees to Process AI and otherwise complying with the terms of this agreement, Process AI will provide: the Products; the Membership; the services of an Agent; and, where accepted, the Bookkeeping Services.

3.2 Customer to pay the Fees

In consideration for Process AI providing the services of an Agent, the Membership, the Products and (where accepted) the Bookkeeping Services to the Customer and otherwise complying with the terms of this agreement, the Customer must pay Process AI the Fees in accordance with the Payment Schedule.

4. Supply of Agent

4.1 Supply of Agent

(a) Process AI must supply a dedicated Agent to the Customer for the purposes of: making all relevant enquiries to ensure the Product meets the requirements in clause 5.2(d); collecting relevant Customer Data; using the Software to create the Product, or an iteration of the Product; and, if required, amending the iteration of the Product to ensure it meets those requirements.

(b) Process AI must ensure that the Agent is fully trained and qualified in the use of the Software and the delivery of the Product. The services of the Agent, the Membership, the Products and the Bookkeeping Services are provided by Process AI and its Personnel only.

4.2 Replacement of Agent

In the event that the Agent resigns; must be removed from the employ or contractor agreement with Process AI; or is otherwise unable to continue providing the services on behalf of Process AI, Process AI will replace the Agent by providing notice to the Customer and facilitating the transfer of all relevant Customer Data and relevant information and communications.

4.3 Customer request for replacement of Agent

(a) The Customer may at any time request Process AI to replace the Agent if the Customer has reasonable grounds for making the request. Process AI will, in its sole discretion, consider whether to accept or decline the request, and provide the Customer with notice of its decision.

(b) If Process AI accepts the request, Process AI will replace the Agent within a reasonable timeframe.

4.4 Responsibility for Agent

Where Process AI uses the Agent to assist in the exercise of its rights and performance of its obligations under this agreement, the use of the Agent does not relieve Process AI from its liabilities or obligations under this agreement. Process AI will remain liable for the acts and omissions of its Agent in respect of this agreement (to the extent that those acts and omissions are within Process AI's reasonable control) and will use reasonable endeavours to ensure the Agent acts at all times in accordance with the terms of this agreement.

4.5 Agent Agreement

Process AI will execute an agreement with the Agent that requires the Agent to comply with terms comparable to those of this agreement, to the extent that the Agent has obligations to the Customer in their own right and/or on behalf of Process AI.

4.6 Agent to return Confidential Information

If the Agent has had access to or been provided with Confidential Information that relates to the Customer Data and that Agent ceases to be engaged by Process AI in connection with this agreement, Process AI must ensure that all Confidential Information relating to the Customer Data is returned or destroyed, unless the Agent is required to retain it by law.

5. Supply of the Products

5.1 Orders

(a) The Customer requests a Product, Membership or Bookkeeping Services by submitting an Order through the Portal. Process AI may accept or reject any Order in its discretion acting reasonably. Where Process AI accepts an Order, it (itself or through its Agent) must use reasonable endeavours to fulfil that Order.

(b) The Customer acknowledges that an Order may not be able to be fulfilled depending on the availability of the Customer Data and the requests in the Order.

5.2 Positive obligations

Process AI: (a) must supply the services of the Agent; (b) must supply the Products in accordance with Good Industry Practice and all applicable Laws and Australian standards, but at all times subject to clause 7.5; (c) must meet all due dates specified in the Products, or as otherwise agreed, and perform all obligations promptly; (d) must ensure that the Products are of a high quality, professional standard and fit for their usual purpose and any other purpose notified by the Customer, but at all times subject to clause 7.5; (e) warrants that it has the necessary skills and expertise to properly perform the agreement, and that all its Personnel (including the Agent) are competent and have the necessary skills and experience; (f) must act reasonably and in good faith; and (g) must otherwise strictly comply with the terms of this agreement.

5.3 Customer acknowledgements and warranties

The Customer: (a) acknowledges and agrees that Process AI will, in its sole discretion, decide the delivery method and format by which the services of the Agent and the Products are provided; (b) acknowledges and agrees that the Customer does not have any rights to any Process AI Property, in particular the Software which Process AI uses to create the Products; and (c) warrants to Process AI that it has not withheld any material information that would otherwise affect or impact Process AI's and/or the Agent's ability to provide the Products.

6. Customer obligations

6.1 Customer obligations

The Customer must: (a) act reasonably and in good faith; (b) not, and must procure that each of its Personnel and Related Bodies Corporate will not, do or omit to do anything which, in the opinion of Process AI (acting reasonably), will or is reasonably likely to disparage or defame Process AI, or damage the business reputation, goodwill and public brand perception of Process AI; (c) otherwise comply with the terms of this agreement; (d) immediately notify Process AI of any change in circumstances or previously provided information that is likely to materially affect Process AI and/or the Agent providing the Products; (e) provide all reasonable assistance, data (including the Customer Data) and documentation requested or required by Process AI or the Agent and follow any reasonable direction of Process AI; (f) provide all data, documentation and other materials in electronic form, in a format required by Process AI; (g) use reasonable endeavours to ensure the integrity of the Customer Data; (h) make available free of charge and within a reasonable time all information (including Customer Data) reasonably required to enable Process AI and the Agent to provide the Products; (i) comply with all Laws in relation to engagement with the Agent and use of the Product; (j) notify Process AI if it is unable to comply with any reasonable requests, detailing the reasons and providing alternate solutions; (k) nominate a key representative authorised to bind the Customer in all matters relating to the Products (including engaging with the Agent), until notice to the contrary is given; and (l) maintain a valid Direct Debit or card authority through the Portal for the payment of Fees while any Membership, recurring Product or Bookkeeping Services remain on foot.

6.2 Restrictions

The Customer must not, and must not allow any person other than Process AI to: (a) resell, assign, transfer, distribute or provide others with access to the services of the Agent and/or the Products; (b) use any of the Products in any advertising, publicity or any other commercial manner without Process AI's prior written consent; (c) use the services of the Agent and/or the Products to alter, modify, create derivative works from, reproduce, tamper with, reverse engineer or attempt to reverse engineer the Products, the Software or any Process AI Property; or (d) transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted.

7. Software

7.1 No licence

(a) Process AI does not grant the Customer any right to use the Software, and the Customer is prohibited from accessing or using the Software in any capacity. For clarity, the Customer's access to the Portal is access to a service interface and is not access to, or a licence of, the Software.

(b) In the instance of the Customer's unauthorised access to or use of the Software in breach of subclause (a), the Customer must not and must not allow any person other than Process AI to: resell, assign, transfer, distribute or provide others with access to the Software; alter, modify, create derivative works from, reproduce, tamper with, reverse engineer or attempt to reverse engineer the Software; introduce any malicious or harmful code into the Software or use the Software to carry out security breaches or disruptions of a network; sublicense the Software to any third party without Process AI's prior written consent; or use the Software to develop other software.

7.2 Non-transfer

The Customer agrees that this agreement does not transfer to the Customer any Intellectual Property Rights in the Software or the Products and the Customer must not represent that it owns those rights.

7.3 Third Party Software

(a) The Customer acknowledges that Process AI may use third party software or applications in generating and providing the Products.

(b) The Customer consents to the use of the Customer Data by the third party software or applications, and to the transfer and storage of the Customer Data in domestic and/or international databases, whether or not that database is owned or operated by Process AI.

(c) The Customer acknowledges and agrees that Process AI's use of third party software or applications is subject to those third parties' terms and conditions, and the Customer consents to the application of those terms and conditions to the Product and the Customer Data.

7.4 Obligations of Process AI

Process AI must: provide reasonable support and services to the Customer to ensure the Customer is able to utilise the services of the Agent and the Products as intended; ensure the Agent is available to offer their services during Business Hours and within a reasonable timeframe; maintain the Software and ensure it provides the functions and meets the performance requirements expected of Good Industry Practice; and ensure the Agent is fully trained and knowledgeable in the Software.

7.5 No warranty

(a) While Process AI will use reasonable endeavours to ensure that the output of the Software is accurate, Process AI in no way warrants that the output of the Software and/or any part of the Product which has been created by or with any third party software is accurate and without error, hallucination or mistake.

(b) The Customer acknowledges and agrees that it must satisfy itself as to the validity of the information contained in the Product.

8. Fees

8.1 Payment of Fees

The Customer must pay the Fees to Process AI in accordance with the Payment Schedule.

8.2 Payments

(a) All Fees are billed and collected automatically through the Portal by Direct Debit (or card) against the Customer's nominated payment method. By accepting a Membership, Product or Bookkeeping Services in the Portal, the Customer authorises Process AI (through its payment processor) to charge the applicable Fee at the time of the Order and, for recurring items, on each subsequent billing date until cancelled. A tax invoice or receipt is issued to the Customer after each successful payment. Fees are not invoiced for later payment — payment is taken at the point of Order or renewal.

(b) In circumstances where a Direct Debit or card charge fails or the Customer has otherwise failed to pay the Fees by the due dates set out in the Payment Schedule, Process AI may: charge interest on any money overdue until full payment is received at the rate of [10]% per annum calculated from the date the monies become outstanding; and/or suspend the provision of the Products, the Membership and/or the Bookkeeping Services in accordance with clause 16.3.

8.3 Variations by Process AI

Process AI may amend the Fees at any time by giving the Customer 30 days' written notice (which includes notice through the Portal or by email) in circumstances where: any third party suppliers impose on Process AI any increase in costs which would result in the cost of providing the services of the Agent or the Products being increased, including any increase in third party licence fees payable in connection with this agreement which the Customer acknowledges will need to be renegotiated and renewed annually; or any additional costs are imposed on Process AI by law, by way of example an increase in GST.

8.4 Out of Scope work

(a) Out of Scope work will be charged in accordance with the time and materials "Out of Scope" hourly rate specified in the Payment Schedule, or if not so specified at the applicable standard Out of Scope hourly rate charged by Process AI and notified to the Customer from time to time.

(b) Where the Customer requires Out of Scope work, the Customer must make a request in writing (which includes a request through the Portal).

(c) Upon receiving a written request from the Customer to undertake Out of Scope work, Process AI must within 14 days of receiving the request: refuse to undertake the Out of Scope work; or agree to undertake it and detail the equipment or services required, the estimated time frame, and the costs and expenses involved.

(d) The Customer may, within seven (7) days of receiving the details from Process AI, accept Process AI's quote for providing the Out of Scope work; or reject or withdraw the request. For the avoidance of doubt, if the Customer has not provided such notice within seven (7) days, Process AI is under no obligation to provide the Out of Scope work.

8.5 Relationship

The Customer acknowledges and agrees that Process AI is an independent contractor of the Customer and is not a partner, agent, employee or joint venturer of the Customer in the conduct of the Customer's business, nor does it have the authority to bind the Customer by contract or otherwise. Furthermore, the Customer acknowledges it has sole responsibility in relation to the payment of all employee entitlements, including but not limited to superannuation, workers' compensation and taxes incidental to employment in respect of its own Personnel.

9. Intellectual Property Rights

9.1 Existing Intellectual Property Rights

(a) Each party retains all its Intellectual Property Rights which existed at the Commencement Date, or which are developed independently of this agreement.

(b) In respect of the Products and Software, the parties acknowledge and agree that all Intellectual Property Rights in respect of any Intellectual Property created by Process AI in the performance of its obligations under this agreement remain with Process AI at all times.

(c) Process AI grants (and must procure that relevant third parties grant) the Customer an irrevocable, unconditional (subject to this clause), royalty-free, non-exclusive, worldwide licence during the Term to exercise all such Intellectual Property Rights which are incorporated into any Products (however for clarity, no such rights apply in respect of the Software or any Process AI Property).

9.2 New Intellectual Property Rights

Subject to clause 10 (Customer Data), new Intellectual Property Rights created or developed in performing this agreement will be owned by Process AI. Process AI grants the Customer a revocable, unconditional (subject to this clause), royalty-free and non-exclusive licence, during the Term, to exercise all such newly developed Intellectual Property Rights to the extent required for the Customer to be able to meet its obligations under this agreement.

9.3 Moral rights

The Customer consents and must procure the irrevocable consent of its Personnel to the infringement of their Moral Rights and to not enforce any and all Moral Rights that the Customer or those individuals may have, presently or in the future, arising from the exercise of rights or fulfilment of obligations under this agreement.

9.4 Warranty of authorisation

(a) The Customer warrants that it is authorised to grant the rights in this clause.

(b) The Customer warrants that the supply of the Customer Data and the use of the Products as contemplated by this agreement will not infringe the Intellectual Property Rights or Moral Rights of any person.

10. Customer Data

10.1 Customer Data

(a) The ownership of Customer Data, including any Intellectual Property Rights in Customer Data, shall at all times remain with the Customer. Process AI has no right, title or interest in Customer Data except as specified in this clause.

(b) The Customer grants Process AI an irrevocable, unconditional (subject to this clause), royalty-free and non-exclusive licence, during the Term, for the following purposes (without limitation): to use the Customer Data to be able to meet Process AI's obligations under this agreement; for diagnostic purposes; to test, enhance and otherwise modify the Software, the services of the Agent and the Products whether requested by the Customer or not; to develop other Products and other Software; or otherwise as reasonably required by Process AI in connection with this agreement.

(c) Process AI must not: use Customer Data for any purpose other than directly in relation to the performance of its obligations under this agreement; sell, commercially exploit, let for hire, assign rights in or otherwise dispose of any Customer Data, or allow any of its representatives (including the Agent) to do so; make any Customer Data available to a third party other than a representative and then only to the extent necessary to enable the representative to perform its part of Process AI's obligations under this agreement; or remove or transfer the Customer Data to any non-Process AI or Customer premises or systems without obtaining the prior approval of the Customer.

10.2 Customer Data Protection

Each party must make all attempts, where possible and commercially reasonable, to establish and maintain safeguards against the destruction, loss or alteration of the Customer Data in its possession or control, and must otherwise comply with the provisions of the Privacy Act where any Customer Data is Personal Data.

10.3 Customer Data Warranty

The Customer represents and warrants to Process AI that: all Customer Data supplied by the Customer or otherwise accessed by Process AI is the sole and exclusive property of the Customer, or the Customer has secured all authorisations and rights to use the Customer Data to permit Process AI to use it; and the Customer has obtained consent from any relevant third parties for the use of artificial intelligence to create the Products using the Customer Data, and for the storage of the Customer Data in domestic and/or international databases, whether or not owned or operated by Process AI.

10.4 Use of Customer Data

The Customer acknowledges and agrees that: (a) any collation, conversion and analysis of Customer Data performed as part of the services is likely to be subject to human input and machine errors, omissions, delays and losses including any loss of Customer Data, and Process AI is not liable for any such errors, omissions, delays or losses, the Customer being responsible for adopting reasonable measures to limit the impact of such loss or error; (b) Process AI may transmit, store, take or access Customer Data outside of Australia in accordance with this agreement; (c) Process AI may store the Customer Data in an overseas jurisdiction, or relocate it to another jurisdiction; and (d) Process AI is not responsible for any corruption or loss of any Customer Data if such corruption or loss is due to an act or omission by the Customer, its Personnel, or its Related Bodies Corporate. The Customer indemnifies and holds Process AI harmless for the corruption or loss of any Customer Data controlled or stored by the Customer or any Related Body Corporate, to the extent such corruption or loss is not caused by the negligent act or omission of Process AI or Process AI's Personnel.

11. Insurance

11.1 Insurance cover

Process AI must effect and maintain, at its sole expense, valid and current insurance policies with one or more reputable and solvent insurers to adequately cover all risks associated with Process AI's business, including without limitation: public liability insurance with a coverage limit of a minimum $20 million per claim; and professional liability insurance with a coverage limit of a minimum $5 million per claim.

12. Confidentiality

12.1 Maintain confidentiality

Unless a party has the prior written consent of the other or unless required to do so by law, each party must preserve the confidentiality of all Confidential Information of the other parties obtained in connection with this agreement.

12.2 Restriction on use of information

No party will, without the prior written consent of the other parties, disclose or make any Confidential Information available to any person, or use that Confidential Information for its own benefit, other than as contemplated by this agreement.

12.3 Survival

Each party's obligations under this clause 12 will survive termination of this agreement.

12.4 Exceptions

The provisions of clauses 12.1 and 12.2 shall not apply to any information which: is or becomes public knowledge other than by a breach of this agreement; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is in the possession of the receiving party without restriction before the date of receipt from the disclosing party; or is independently developed without access to the Confidential Information.

13. Force Majeure

13.1 Obligations suspended

Where either the Customer or Process AI (the affected party) is unable, wholly or in part, by reason of a Force Majeure Event, to carry out any obligations under this agreement and: the affected party gives the other party, at the earliest possible opportunity, written notice of the nature and expected duration of, and the obligation affected by, the Force Majeure Event; and the affected party uses all reasonable endeavours to mitigate the effects of the Force Majeure Event and to perform its obligations despite the Force Majeure Event, that obligation is suspended so far as it is affected by the Force Majeure Event during its continuance.

13.2 Termination

If by reason of a Force Majeure Event, the delay or non-performance of the affected party's obligations will continue for more than an aggregate of 30 Business Days in any 12 month period, the party that is not the affected party may terminate this agreement (and/or any Order which has been accepted by Process AI to the extent affected by the Force Majeure Event) by written notice, and the provisions of clause 16.3 will apply.

14. General warranties by Process AI

Process AI warrants and represents to the Customer that: it has full corporate power and authority to enter into, perform and observe its obligations under this agreement; to the best of its knowledge, the Software and the Products do not infringe the Intellectual Property Rights of any third party and there are no actual or threatened proceedings for any intellectual property infringements; its obligations under this agreement are valid, binding and enforceable; it is entitled to, and has the right and power to, offer the services of the Agent, use the Software and generate the Products as contemplated by this agreement; it will not permit its commitments to third parties to materially interfere with its obligations to the Customer; and at the Commencement Date, no Event of Default has occurred in relation to Process AI.

15. Dispute resolution

15.1 Restriction on litigation

A party must not start court proceedings (except proceedings seeking interlocutory relief) unless it has complied with this clause 15.

15.2 Notification

A party claiming that a dispute, difference or question arising out of this agreement (Dispute) has arisen must notify the other party giving details of the Dispute, as soon as is practicable after becoming aware of it.

15.3 Parties to attempt to resolve

Within seven (7) days after notice of a Dispute is given under clause 15.2, the parties, or their nominated representatives, must use reasonable efforts to resolve the Dispute through negotiation.

15.4 Escalation to mediation

If the parties cannot resolve the Dispute within ten (10) Business Days after the notification is given (or such other period as agreed in writing), the parties must immediately refer the Dispute to a mediator chosen by the Customer from a list of three mediators provided by Process AI.

15.5 Failure to appoint mediator

If the Customer fails to nominate a mediator from the list provided by Process AI within two (2) Business Days of receiving the list, Process AI may nominate and appoint the mediator on behalf of the parties.

15.6 Commencement of proceedings

If a Dispute has not been settled within twenty (20) Business Days after the appointment of the mediator under clause 15.4 or 15.5, either party may, after giving written notice to the other, commence court or arbitration proceedings, or take such other action it chooses to enforce its rights.

15.7 Continued performance

Despite the existence of a Dispute, Process AI must continue to provide the Products unless required by the Customer in writing not to do so.

16. Suspension and Termination

16.1 General termination rights — Customer

Without prejudice to any other right or remedy it may have at law, the Customer may terminate this agreement by written notice (which includes cancellation through the Portal) to Process AI if: Process AI breaches any of its material obligations and the breach is not capable of being remedied, or is capable of being remedied but Process AI fails to remedy it within 10 Business Days after written notice; or an Event of Default occurs in respect of Process AI.

16.2 General termination rights — Process AI

Without prejudice to any other right or remedy it may have at law, Process AI may terminate this agreement by written notice to the Customer if: the Customer breaches any of its material obligations and the breach is not capable of being remedied, or is capable of being remedied but the Customer fails to remedy it within 10 Business Days after written notice; an Event of Default occurs in respect of the Customer; or Process AI wishes to terminate this agreement for any reason and provides one (1) month's notice to the Customer.

16.3 Suspension

In addition to any termination rights Process AI may have, Process AI may elect to suspend this agreement in circumstances where it is otherwise entitled to terminate this agreement, or where a Direct Debit or card payment of Fees has failed and remains unpaid.

16.4 Consequences of suspension

If this agreement or the supply of the services of the Agent or the Products is suspended in accordance with the agreement, the Customer acknowledges and agrees that it will still be liable to pay the Fee for the supply of the Products while it is suspended, as well as all charges arising before, during and after suspension. The Customer acknowledges that the payment of the Fee whilst the agreement is suspended is fair and reasonable in the circumstances, noting in particular that Process AI may have ongoing third party commitments that will remain unaffected despite the suspension.

16.5 Consequences of termination

On the termination or expiry of this agreement for whatever reason: (a) the agreement will end on the date of termination and, subject to clause 21.4, all rights granted to each party shall immediately cease and, subject to clause 16.6, no party will have any further or other liability to the other; (b) all amounts owed by one party to the other become immediately due and payable; (c) Process AI will provide all of the Products in whichever form it chooses (which may be an Excel spreadsheet or download from the Portal), for the Customer to download and store at its discretion (it being the Customer's responsibility to securely save and store the Products); and (d) each party must promptly return to the other all confidential and proprietary information and documentation (in whatever form) owned by the other party.

16.6 Termination does not affect accrued rights

Termination of this agreement for any reason will be without prejudice to any existing liabilities, rights or claims that either party may have against the other, except as expressly set out in this agreement, and will not affect any right of action or remedy which has accrued or will accrue to either party nor relieve either party from fulfilling its obligations accrued but not performed as at the date of termination.

17. Liability and Indemnity

17.1 Indemnity

The Customer releases, discharges and indemnifies Process AI, its Related Bodies Corporate and each of their respective Personnel (the Indemnified Parties) from and against all Claims suffered or incurred by the Indemnified Parties arising directly or indirectly from: a breach of this agreement or any warranty by the Customer; any negligent, wilful or unlawful act or omission by the Customer, any Related Body Corporate of the Customer, or any of their respective Personnel; any illness, injury or death of any person or any loss, damage or destruction caused to any property which is caused or contributed to by any act or omission of the Customer in connection with the performance of the Customer's obligations under this agreement; any act or omission of the Customer in relation to the Products including any software virus introduced by the Customer or any third party software provider, any unauthorised use, access, copying, reproduction and/or distribution of any portion of the Products or the Software, any error or fault with the Products attributable to any failure of the Customer, or any infringement of Process AI's Intellectual Property Rights by the Customer; any Claim made against the Indemnified Parties in relation to any law concerning the payment of taxation or employee remuneration and benefits (including superannuation); and any fine, penalty or other liability imposed on the Indemnified Parties arising from any breach by the Customer of any applicable law, except to the extent that Process AI or Process AI's Personnel contributed to the Claim.

17.2 Contribution

Neither party will be liable to the other (whether in contract, tort including negligence or otherwise) in connection with the agreement, for loss or damage to the extent that the other party contributed to the loss or damage.

17.3 Consumer Guarantees

(a) Certain provisions of the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law) and other State, Territory or Commonwealth laws in Australia (collectively, the ACL) provide consumers and others with certain rights (the consumer guarantees) in relation to goods or services purchased by consumers.

(b) Except as expressly set out in this agreement, to the extent permitted by law, any conditions, warranties, guarantees, rights, remedies, liabilities and other terms implied or conferred by statute, custom or the general law that impose any liability or obligation on Process AI are excluded under this agreement.

(c) However, if a supply under this agreement is a supply of goods or services to a consumer within the meaning of the ACL, nothing in this agreement excludes, restricts or modifies the application of any provision, the exercise of any right or remedy, or the imposition of any liability under the ACL, provided that, to the extent the ACL permits Process AI to limit its liability, then Process AI's liability is limited to (at Process AI's option): in the case of services, the cost of supplying the services again or payment of the cost of having the services supplied again; and in the case of goods, the cost of replacing the goods, supplying equivalent goods or having the goods repaired, or payment of the cost of doing so.

17.4 Limitation of Liability

(a) To the fullest extent permitted by law, Process AI makes no representation or warranty in respect of the supply of the services of the Agent or the Products except that it will provide them competently, professionally and to the best of its ability within the scope of this agreement.

(b) The Customer expressly accepts and acknowledges that Process AI is not liable to the Customer for any Claim, however arising, from or in connection with: any inaccuracy, error, fault, mistake or hallucination of the Software; and any delay, failure or error in the provision of the services of the Agent or the Products due to any circumstance outside Process AI's reasonable control, including without limitation failure of any communications network or system, electronic power surges, overloads, failures or blackouts, including any failure in internet, telephone or data connectivity, except to the extent that such loss, liability or damage is caused by Process AI's wilful or negligent act or omission.

17.5 Consequential Loss

To the fullest extent permitted by law, Process AI excludes all liability for Consequential Loss regardless of whether Process AI was made aware or advised of the possibility of such damages, except to the extent that such liability is a result of Process AI's wilful or negligent act or omission.

18. Restriction on assignment and change of control

18.1 No assignment

Either party may not assign, transfer or subcontract any of its rights or obligations under this agreement, except with the prior written consent of the other party, such consent not to be unreasonably withheld.

18.2 Change of control

Any change in the effective ownership, management or control (whether directly or indirectly, howsoever arising) of Process AI or any parent company of Process AI, through whatever means, will not be deemed to be an assignment of this agreement for the purposes of clause 18.1.

19. GST

19.1 Defined terms

In this clause 19, a word or expression defined in the GST Act has the meaning given to it in the GST Act.

19.2 GST inclusive amounts

Where the expression GST inclusive is used in relation to an amount payable or other consideration for a supply under this agreement, the amount or consideration will not be increased on account of any GST payable on that supply.

19.3 Consideration is GST exclusive

Any consideration to be paid or provided to Process AI for a supply made by Process AI under or in connection with this agreement, unless specifically described as GST inclusive, does not include an amount on account of GST. GST is applied and displayed at online checkout in the Portal and added to the amount collected by Direct Debit or card.

19.4 Gross-up of consideration

Despite any other provision in this agreement, if Process AI makes a supply on which GST is imposed (not being a supply the consideration for which is specifically described as GST inclusive): the consideration payable for that supply but for the application of this clause (GST exclusive consideration) is increased by, and the Customer must also pay to Process AI, an amount equal to the GST payable by Process AI on that supply; and that amount must be paid without set off, deduction or requirement for demand, at the same time as the GST exclusive consideration is payable.

19.5 Reimbursements (net down)

If a payment to a party under this agreement is a reimbursement or indemnification, calculated by reference to a loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that loss, cost or expense.

20. Notices and other communications

20.1 Service of notices

A notice, demand, consent, approval or communication under this agreement (Notice) must be: in writing, in English; and hand delivered or sent by prepaid post or email to the recipient's address for Notices, as varied by any Notice given by the recipient to the sender. Notices to the Customer may be given through the Portal or by email to the address associated with the Customer's Portal account.

20.2 Effective on receipt

A Notice given in accordance with clause 20.1 takes effect when taken to be received (or at a later time specified in it), and is taken to be received: if hand delivered, on delivery; if sent by prepaid post, the second Business Day after posting (or the seventh Business Day if posted to or from a place outside Australia); and if sent by email or made available through the Portal, when sent or made available, unless the sender receives a delivery failure notification. If receipt is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

21. Miscellaneous

21.1 Alterations

This agreement may be altered only in writing signed by each party. Process AI may amend the terms applying to future Orders by posting updated terms in the Portal; the updated terms apply to Memberships, Products and Bookkeeping Services accepted after they are posted.

21.2 Approvals and consents

Except where this agreement expressly states otherwise, a party may, in its discretion, give conditionally or unconditionally or withhold any approval or consent under this agreement.

21.3 Costs

Each party must pay its own costs of negotiating, preparing and executing this agreement.

21.4 Survival

Any indemnity or any obligation of confidence under this agreement is independent and survives termination of this agreement. Any other term by its nature intended to survive termination survives termination of this agreement.

21.5 Counterparts

This agreement may be executed in counterparts (including by acceptance through the Portal). All executed counterparts constitute one document.

21.6 No merger

The rights and obligations of the parties under this agreement do not merge on completion of any transaction contemplated by this agreement.

21.7 Entire agreement

This agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings in connection with that subject matter.

21.8 Further action

Each party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this agreement and any transaction contemplated by it.

21.9 Severability

A term or part of a term of this agreement that is illegal or unenforceable may be severed from this agreement and the remaining terms or parts of the terms of this agreement continue in force.

21.10 Waiver

A party does not waive a right, power or remedy if it fails to exercise or delays in exercising it. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

21.11 Governing law and jurisdiction

This agreement is governed by the law of Queensland and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Queensland.

Schedule 1 — Specific terms

Schedule 2 — Payment Schedule

1. All Fees are billed and collected automatically through the Portal by Direct Debit (or card) against the Customer's nominated payment method.

2. Membership and any recurring Product or Bookkeeping Services Fees are charged in advance on acceptance and on each subsequent monthly (or, for weekly cadences, weekly) billing date until cancelled.

3. One-off Product Fees are charged in full at the time the Order is placed.

4. GST is added at online checkout and collected together with the Fee.

5. A tax invoice or receipt is issued to the Customer after each successful payment. Fees are not invoiced for later payment.

6. Out of Scope work is charged at the rate agreed under clause 8.4, billed through the Portal.

Schedule 3 — Products

Membership (PAiD + XAP) — mapping and preparation of the Customer's accounting files and access to the Portal. Charged as a recurring monthly Fee of $100 per entity (plus GST).

Report Packs — the following Products, available as a one-off, weekly or monthly subscription (plus GST), priced as displayed in the Portal:

1. Finance Package (Management Reports)
2. Tax Reconciliation
3. Fraud Detection & Insolvency Reporting
4. Business Valuation

Bookkeeping Services — ongoing bookkeeping provided by Process AI for a monthly Fee quoted to and accepted by the Customer through the Portal. While Bookkeeping Services are active, Report Packs are included at no additional Fee.

All of the above are provided by Process AI and its Personnel only.

Process AI Pty Ltd ACN 678 449 271 — C/- Building 2, Level 3, 50 McDougall Street, Milton QLD 4064.