Version 1.1 Updated 08/11/22

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CONTRACT BACKGROUND

The Client wishes to License the Posimente product from Posimente Pty Ltd. Posimente Pty Ltd has agreed to License the Posimente product to the Client, on the terms and conditions set out in this Product Licence Agreement.

CONTRACT EXECUTION

In purchasing our Licences, you agree to the terms and conditions outlined in this Product Licence Agreement.

GENERAL CONDITIONS

1                     DEFINED TERMS AND INTERPRETATION

1.1                  A term or expression starting with a capital letter which is defined in the Dictionary in Annexure A, has the meaning given to it in the Dictionary.

1.2                 The interpretation clause in Annexure B sets out rules of interpretation for this Agreement.

2                     COMMENCEMENT AND TERM

2.1                 This Agreement commences on the Effective Date and continues until expiration of the Subscription Term for the Posimente Product, unless earlier terminated in accordance with this Agreement or through mutual agreement between the Parties.

2.2               At the end of each Subscription Term, the agreement will automatically renew for an additional Subscription Term of the same length unless the Client notifies us of its intention not to renew at any time prior to the commencement of a new Subscription Term.

2.3               Where the Client notifies of its intention not to renew, the agreement will terminate at the end of the then- current Subscription Term and this agreement, including the Client’s access to and use of the

Posimente Product will continue in full force and effect until that date.

2.4               This Agreement contains the terms and conditions under which Posimente agrees to License the Posimente Product and to the Client during the Term.

3                     GENERAL OBLIGATIONS

3.1                 Subject to payment of the Licence Fees specified in this Agreement, Posimente will License the Posimente Product to the Client.

4                     STANDARDS OF PERFORMANCE

4.1                Posimente undertakes to, and warrants that it will, perform its obligations: a) with due care and skill and in a professional manner in accordance with the practices and professional standards that a well-managed supplier would be reasonably expected to achieve in providing services that are identical to the Services b) in an efficient and responsive manner in accordance with any agreed quality assurance systems, processes and standards.

5                     CLIENT OBLIGATIONS

5.1                 The Client Will; (a) be responsible for your Users’ access to and use of the Posimente Product in compliance with this Agreement (b) be responsible for the accuracy, quality and legality of Client Data, the means by which you acquired Client Data and your use of Client Data with the Posimente Product, (c) use commercially reasonable efforts to prevent unauthourised access to or use of the Posimente Product, and notify us promptly of any such unauthourised access or use, and (d) use the Posimente Product and Documentation only in accordance with this Agreement, applicable laws and government regulations.

5.2               Any use of the Posimente Product by you or Users that in our judgement breaches this Agreement, threatens the security, integrity or availability of the Posimente Product, may result in our immediate suspension of access to, and use of the Posimente Product, however, in such instances we will provide you with notice and an opportunity to remedy such violation or threat prior to any such suspension.

5.3                You are solely responsible for ensuring that your systems meet the hardware, software and any other applicable system requirements for the Posimente Product as specified in the Documentation.

5.4               In respect of Usage Restrictions: the Client will not (a) disclose or make the Posimente Product available to anyone other than your Users, or use any Posimente Product for the benefit of anyone other than the Client, unless expressly stated otherwise in this Agreement, (b) sell, resell, licence, sublicense, distribute, make available, rent or lease the Posimente Product, or include any Posimente Product in a service bureau or outsourcing offering, (c) use the Posimente Product to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Posimente Product to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Posimente Product or third-party data contained therein, (f) attempt to gain unauthourised access to the Posimente Product or its related systems or networks, (g) permit direct or indirect access to or use of the Posimente Product to access or use any of our intellectual property except as permitted under this Agreement, (h) (without limiting any Licence Specific Terms) modify, adapt, translate or copy (other than for normal operation) the Posimente Product or create derivative works based on the Posimente Product or any part, feature, function or user interface thereof, (i) except to the extent permitted by applicable law, disassemble, reverse engineer or decompile the Posimente Product.

6                     INVOICING AND PAYMENT

6.1                 Posimente will provide Tax Invoices to the Client in accordance with this Agreement.

6.2               Unless otherwise agreed in writing the Client must pay each valid invoice within 14 days of the date of invoice.

6.3                Payment must be made by agreed or provided payment methods.

7                     GOODS AND SERVICES TAX (AUSTRALIAN ORGANISATIONS)

7.1                 Unless otherwise all amounts detailed for the Product Licence are exclusive of GST.

7.2                If any part of the Services is a “taxable supply” within the meaning of the GST Act, the Client will pay Posimente an additional amount equivalent to the GST for that taxable supply at the same time as paying the consideration for that taxable supply but subject to receiving a valid “tax invoice”, within the meaning of the GST Act, from Posimente.

8                     GENERAL OBLIGATIONS

8.1                 Each party must maintain the confidentiality of the Confidential Information of the other party (Disclosing Party) disclosed to or learned by it (Recipient) as a result of or in relation to this Agreement (including negotiations prior to the signing of this Agreement) and may only use that Confidential Information for the purposes of fulfilling its obligations under this Agreement (Purpose).

8.2               Each Recipient may disclose the Confidential Information of the Disclosing Party only with the prior written consent of the Disclosing Party or as set out in clause 9.3 and clause 9.4.

8.3                Disclosures for the Purpose: a Recipient may disclose the Confidential Information of the Disclosing Party to:

a) its Personnel who have a need to know that Confidential Information for the Purpose and who are either i. bound by obligations of confidentiality to the Recipient that are equivalent to those under this Agreement and or ii. have entered into a confidentiality agreement or given an undertaking to the Recipient to respect that Confidential Information on substantially the same terms as those under this Agreement; b) in the case of The Client, to any of the Client Affiliates who have a need to know the Confidential Information; and c) its legal and other professional advisers for the purpose of advising on, or in relation to, this Agreement.

8.4               Disclosures required by-law: if a Recipient is required by-law to disclose the Confidential Information of the Disclosing Party, the Recipient must, before such disclosure, notify the Disclosing Party of the details of the proposed disclosure and: a) give the Disclosing Party a reasonable opportunity to take any further steps that it considers necessary to protect the confidentiality of its Confidential Information; b) give any assistance reasonably required by the Disclosing Party to arrange for the disclosure of that Confidential Information in a manner that safeguards the confidentiality of that Confidential Information; and c) inform the intended recipient that the Confidential Information is the confidential information of the Disclosing Party.

8.5                Breach of Confidentiality Undertakings: the Recipient must: a) immediately take steps to prevent or stop any suspected or actual breach of the confidentiality of the Disclosing Party’s Confidential Information in its possession or control or the possession or control of its Affiliates; b) comply with the Disclosing Party’s reasonable directions regarding any suspected or actual breach of any confidentiality obligations in relation to the Disclosing Party’s Confidential Information; c) immediately give the Disclosing Party’s notice of any suspected or actual unauthourised access, use, copying or disclosure of the Disclosing Party’s Confidential Information; and d) give any assistance reasonably requested by the Disclosing Party’s in relation to any proceedings it may take against any person for the unauthourised access, use, copying or disclosure of the Disclosing Party’s Confidential Information.

8.6                Interlocutory Relief: the Recipient acknowledges and agrees that: a) all of Posimente’s products reside as part of a bigger platform (such as Salesforce, WordPress etc.) and therefore cannot be liable for data breaches of confidentiality.

8.7                Return of Confidential Information: on the termination of this Agreement, or if the Disclosing Party requests, the Recipient must immediately take the following steps (at the Disclosing Party’s option) in respect of any Confidential Information of the Disclosing Party in the Recipient or the Recipient’s Affiliates’ possession or control: a) return that Confidential Information to the Disclosing Party; or b) destroy or delete, and certify to the Disclosing Party the destruction or deletion of that Confidential Information.

9                     CLIENT DATA

9.1                 Ownership of the Client Data: Client Data is and will remain the property of the Client and/or the

relevant Client Affiliates or other third parties who authorise the Client to access, collect, use and disclose the Client Data. Nothing in this Agreement will be read as assigning or transferring any rights in the Client Data to Posimente or its Affiliates.

9.2               Compliance with privacy laws: Posimente may collect Personal Information about the Client, its representatives, its clients and others when it provides services pursuant to this Agreement. Each Party agrees to work co-operatively to ensure that each party meets the obligations that each may have under the Privacy Act 1988 (Cth) (as amended) (Privacy Act).

9.3                Posimente will (and must ensure that its Affiliates) comply with: a) any applicable privacy or data protection laws (in any jurisdiction where the Services are provided) that apply to its collection, use, disclosure and handling of the Client Data including, Client Data that is Personal Information, complying with the Privacy Act 1988 (Cth) and the Australian Privacy Principles; and b) any Client privacy policies that have been disclosed to Posimente which relate to the use, disclosure and handling of the Client Data.

9.4               Use and disclosure of the Client Data: without limiting the generality of clause 9, if Posimente

(and/or Posimente Personnel and Subcontractors) has been provided consent by the Recipient and seeks to collect, store, control, process, use or disclose any Client Data in connection with the Services, Posimente will (and must ensure that Posimente Personnel and Subcontractors) maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Client Data.

Those safeguards will include, but will not be limited to, measures designed to prevent unauthourised access to or disclosure of Client Data (other than by the Client or Users).

9.5                Purpose: Posimente will use Client Data solely for the purposes of fulfilling its obligations under this Agreement (Purpose) and will not otherwise: a) collect, use or disclose the Client Data, for any other purpose;

b) purport to or actually sell, assign, lease or otherwise commercially exploit the Client Data; or c) alter the Client Data in any way, other than in performing the Services as required by this Agreement.

9.6                Notification: in respect of any actual or threatened security breach of Posimente's systems or unauthourised access to Client Data or Personal Information (Security Breach), Posimente will immediately notify the Client of the Security Breach.

9.7                Upon discovery of any Security Breach, it shall immediately take action to -a) rectify the Security Breach; b) prevent any further Security Breach; and c) provide the Client with comprehensive information and full and prompt cooperation and assistance in relation to any notifications that you may be required to make as a result of the Security Breach.

9.8                Return of Client Data On termination of this Agreement, Posimente must: a) cease its use of the Client Data; and b) if requested within 30 days of the termination or expiration of this Agreement, make Client Data available to the Client to export or download as provided in the Documentation; or destroy or purge all the Client Data from any computer system and storage media on which such the Client Data is stored. c) After such 30-day period, Posimente will have no obligation to maintain or provide any Client Data, and as provided in the Documentation, will thereafter delete or destroy all copies of Client Data in its systems or otherwise in its possession or control, unless legally prohibited.

10                 WARRANTIES

10.1              Each party warrants and represents that: a) it has and will have the requisite corporate power and authority to enter into this Agreement and carry out the obligations contemplated by this Agreement; b) its signing, delivery and performance of this Agreement does not and will not constitute: i. a breach of any judgement, order or decree; ii. a material default under any contract by which it or any of its assets are bound; or iii. event that would, with notice or the passing of time, or both, constitute such a default.

10.2             The Client acknowledges that the Posimente Product cannot be guaranteed error free and further acknowledges that the existence of any such errors shall not constitute a breach of this Agreement.

10.3             The Client acknowledges that it has exercised its independent judgement in acquiring the Posimente Product and has not relied on any representation made by Posimente which has not been stated expressly in this Agreement or contained in the Posimente Product documentation.

10.4             No Liability for Third-Party Software: to the maximum extent permitted by-law, Posimente is not liable for third-party software or integrations, including implementation services of the Posimente Product by Third-party service providers.

10.5             Intellectual Property Rights Warranties: Posimente represents and warrants that: a) the provision of the Services, and the Client and/or the Client Affiliates use of the Product and Services will not infringe the Intellectual Property Rights (including Moral Rights) of any third-party; b) it has the right to grant Licences for the Posimente Product; and c) if any harmful or malicious code is introduced into any software, data, files, computers, devices, technology systems, networks or other infrastructure of the Client, Posimente will take all necessary action to eliminate that harmful or malicious code.

10.6             Statutory Warranties: if a statutory guarantee under the Australian Consumer Law as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) (or corresponding State or Territory legislation) applies to any goods or services supplied by Posimente and Posimente fails to comply with that statutory guarantee, to the extent permitted by-law Posimente’s liability is limited to one or more of the following, at Posimente’s option:

a) One year (12 months) Licence Fee b) the repair of the goods.

10.7             Liability Cap: any liability of the Client to Posimente arising as a result of or in connection with this Agreement or the user of the Services provided by Posimente shall be limited to the sum equivalent to the Fees paid or payable by the Client under this Agreement.

10.8             No liability for Consequential Loss: to the extent permitted by-law, neither party will be liable to the other party for Consequential Loss.

10.9             Liability reduced by other party’s fault: each party's liability to pay Damages to the other party is reduced to the extent that the relevant liability was caused by or contributed to by the other party or its Affiliates.

11                 FORCE MAJEURE

11.1                Notification: a Force Majeure Event affects either Party, the affected Party must immediately inform the other Party of the circumstances and may request the other Party's approval to extend time for the performance of the affected Party's obligations under this Agreement by a period of up to the same duration as the Force.

11.2              No Liability: neither Party will be liable to the other for any delays or non-performance of contractual obligations under this Agreement (or a purchase order) caused by a Force Majeure Event, provided the affected Party has taken all reasonable steps to minimise any loss, damage or delay resulting from the Force Majeure Event.

11.3               Mitigation: each party must take reasonable steps to minimise its losses in the event of the occurrence of a Force Majeure Event.

12                 INSURANCE

12.1              Posimente will obtain and maintain the following insurances: a) Professional Indemnity Insurance for

$5 million in any one claim and $10 million in the aggregate; b) Public and Products Liability Insurance for $10 million in any one occurrence and $10 million in the aggregate c) Cyber Insurance - Combined Policy Aggregate limit $5 million.

13                 DISPUTE PROCEDURE

13.1               No court proceedings unless procedure followed: a party must not start court proceedings (except proceedings seeking interlocutory relief) unless it has complied with clauses 14.2, 14.3, and 14.4.

13.2             Notice of Dispute: a party claiming that a dispute, difference or question arising out of the Services has arisen, including a question as to whether certain Services are in Scope or not (Dispute) must give the other party written notice of the details of the Dispute (Dispute Notice).

13.3             Escalation Procedure: the parties must attempt to resolve any Dispute by negotiation using the following escalation procedure: a) upon receiving a Dispute Notice, the parties’ Relationship Managers must first attempt to resolve the Dispute within 5 Business Days; and b) if the Relationship Managers cannot resolve the Dispute within 5 Business Days of the Dispute Notice being given, they must refer the Dispute to their respective Chief Executive Officers (or their respective nominees) who must use their best efforts to resolve all issues escalated to them, in a way that attempts to preserve the relationship between the parties, within 5 Business Days of the Dispute being referred to them.

13.4             Failure to resolve: if the dispute is not resolved in accordance with the Escalation procedure, a mediator will be selected by agreement of the Parties or failing agreement on the identity of the mediator within seven (7) days, by the Australian Disputes Centre (ADC) under its “Guidelines for Commercial Mediation” on the request of either Party. The Parties will then use their reasonable efforts to resolve the dispute by mediation under ADC’s “Guidelines for Commercial Mediation”.

13.5             Obligations continue: the Client and Posimente will continue to perform their respective obligations under this Agreement pending the resolution of a Dispute.

13.6             Costs: each party must bear its own costs of complying with the dispute resolution obligations under this clause.

14                 TERMINATION

14.1              Termination of this Agreement for cause: Posimente may by written notice to the Client, immediately terminate or suspend performing its obligations under this Agreement if: a) The Client has not paid an amount due determined by Posimente to be material by the due date and has failed to remedy such breach within 14 days of receipt of written notice requiring it to do so; b) The Client commits any other material breach of the terms of this Agreement and has failed to remedy such breach within 14 days of receipt of written notice requiring it to do so.

14.2             The Client may by written notice to Posimente, terminate this Agreement if Posimente commits any material breach of the terms of this Agreement and has failed to remedy such breach within 14 days of receipt of a written notice requiring it to do so.

14.3             On Termination of this Agreement, for any reason, the Client remains liable for all Fees and any expenses incurred to the date of termination.

14.4             Termination due to an Insolvency related event. Either party may terminate this Agreement by notice in writing to the other party if the other party suffers an Insolvency Related Event.

14.5             Effects of termination of this Agreement: on termination of this Agreement: a) Posimente will stop providing the Services and the Client will pay Posimente any Service Charges due and unpaid for Services that were provided before the termination date.

15                 RELATIONSHIP BETWEEN THE PARTIES

15.1               The relationship between the parties is one of independent contractors and nothing in this Agreement is intended to create, or is evidence of, a relationship of employment, partnership, agency or joint venturers between the parties.

16                 COSTS

16.1              Each party must pay its own costs relating to the preparation, negotiation and entry into this Agreement.

17                 NOTICES

17.1               Any notices to be given under this Agreement must be in writing and signed for and on behalf of the party giving such notice: a) A notice under this Agreement is only effective if it is given as follows: by hand; or by email, to the address of the Party specified on page 1 of this Agreement or otherwise specified in writing in accordance with this clause. b) A notice sent for the purposes of this clause will be considered received: if delivered by hand, before 5.00 pm, on that Business Day; or if emailed, at the time of sending unless the sender’s email system receives a delivery failure notification. A delivery by hand, mail or email received after 5:00pm (local time of the receiving Party) will be deemed to be given on the next Business Day.

18                 NON-SOLICITATION

18.1              Unless the other Party agrees otherwise, a Party, its Related Bodies Corporate, contractors or agents must not, at any time during the term of this Agreement and for 12 months following the later of the termination of this Agreement, directly or indirectly, employ, solicit or assist other persons to employ or solicit the

employment or services of any employee or contractor of the other Party which person was directly or indirectly involved in the provision or receipt of Services.

19                 PRIVACY

19.1              Each Party must comply with the Privacy Act 1988 (Cth) in handling Personal Information.

19.2             Posimente will indemnify the Client if it causes the Client to breach, the Privacy Act 1988 (Cth) (Privacy Act).

19.3             Posimente will not behave or act in a manner that would adversely affect the security and confidentiality of the Clients data and Personal Information.

20                 GOVERNING LAW

20.1             This Agreement is governed by the law in force in New South Wales, Australia and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

21                 FURTHER ACTION

21.1              Each party must (at its own cost) do anything reasonably necessary (including executing any document) to give full effect to this Agreement and must ensure that its officers, employees, agents, contractors, and attorneys do all things (including executing any document), that the other party may reasonably require to give full effect to this Agreement.

22                 SEVERABILITY

22.1             Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction may be read down or severed from this Agreement in that jurisdiction only without invalidating the remaining provisions in that jurisdiction or affecting the validity or enforceability of this Agreement in any other jurisdiction.

23                 WAIVER

23.1             No failure or delay in exercising any right, power or remedy by a party operates as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.

24                 ENTIRE AGREEMENT

24.1             This Agreement contains the entire agreement between the parties in relation to its subject matter and supersedes any prior understanding, arrangement or agreement between the parties in relation to that subject matter.

25                 CUMULATIVE REMEDIES

25.1             Except where this Agreement provides otherwise, the rights, powers and remedies provided to the parties in this Agreement are in addition to, and do not exclude or limit, any right, power or remedy provided by-law or equity or by any agreement between the parties.

26                 SYSTEM ACCESS

26.1             Posimente will comply with any reasonable directions of the Client while accessing the Client's systems including any policies or procedures provided in advance to Posimente.

26.2           Posimente will make every reasonable effort not to introduce any malicious code or viruses in the Client's systems or as part of any Services.

ANNEXURE A: DICTIONARY

Definitions

Affiliate means a party’s Personnel, its Related Bodies Corporate and the Personnel of its Related Bodies Corporate.

Business Day means a weekday that is not a public holiday in NSW, Australia.

Client Data means: a) all data and information (regardless of format) including any Confidential Information and/or any Personal Information relating to the Client which is under Posimente’s direct control and does not cover data on third-party platforms which is not directly managed by Posimente; and b) any derivative works produced from the data and information referred to in paragraph (a) above.

Commencement Date means the date on which this Agreement commences as set out in Contract Details and Special Conditions

Confidential Information means any information of a party or its Affiliates (regardless of format) that: a) is designated by that party as confidential; b) is by its nature confidential; or c) which the other party (Recipient) knows or reasonably ought to know is confidential; d) includes information: i. relating to the internal management of a party or its Affiliates, ii. policies, business strategies, products, operations, processes, plans, intentions, product information, trade secrets, market opportunities and business affairs of a party iii. a party’s pricing, methodologies, know-how, trade secrets, advice, report templates, documents, analytical frameworks, designs, works in which copyright subsists, patents, inventions and any other intellectual property rights used for, or created by Posimente as a result of, the Services e) but excludes any information that: i. is already in, or becomes a part of, the public domain other than through a breach by the Recipient or its Affiliates of any obligations of confidentiality in relation to that information; can be shown, by contemporaneous records, to have been lawfully known by the Recipient prior to disclosure to it by the other party; ii. the Recipient can prove was independently developed by the Recipient or an Affiliate of the Recipient

without access to or use of the other party’s Confidential Information, or iii. was lawfully provided to the Recipient or its Affiliates by a third-party who was not under an obligation of confidentiality in relation to that information.

Consequential Loss means any loss (including Damages) that does not arise naturally (that is according to the usual course of things) as a result of or in relation to a breach of this Agreement and includes, without limitation; loss of profits or revenue, loss of opportunity, goodwill or reputation, loss or corruption of data, loss of use or value of equipment, loss of anticipated profits, savings or business and any costs or expenses in connection with the foregoing.

Client means the person or company identified as the Client in the Contract Form and referred to as ‘you’, ‘your’, ‘their’ in this Agreement and associated Terms and Conditions.

Damages means all liabilities, losses, damages, costs and expenses (including legal costs on a full indemnity basis) whether incurred or awarded against a party and disbursements and costs of investigation, litigation, settlement, judgement, interest, fines and penalties, regardless of the Claim under which they arise.

Force Majeure Event means any act, event or occurrence that’s beyond the reasonable control of party including fire, flood, earthquake, elements of nature or acts of God, riot, declared pandemics, civil disorder, rebellion, strikes or revolution but in each case only if and to the extent that the party claiming such act, event or occurrence (and that party’s Affiliates) are without fault in causing such act, event or occurrence or its effects could not have been prevented by reasonable precautions including: a) invoking any relevant disaster recovery plan or business continuity plan (including for the continued availability of telecommunications networks or power); b) appropriate workload management practices; or c) any other prudent backup or recovery procedures.

GST means the goods and services tax as defined in the GST Act.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any regulations made pursuant to that Act.

Intellectual Property Rights or IPR means all intellectual property rights at any time recognised by-Law, including patents, copyright, circuit layout rights, registered designs, trademarks, business names and any application or right to apply for registration of any of the rights referred to above.

Insolvency Related Event means any of the following: a) if a resolution is passed for the winding up of a party (other than for the purposes of reconstruction or amalgamation on terms which have been previously approved in writing by the other party); b) if a receiver, receiver and manager, voluntary administrator or an administrator of a deed of company arrangement, is appointed to or a mortgagee takes possession of, all or any part of the business or assets of a party; c) if a party makes any composition or arrangement or assignment with or for the benefit of its creditors; d) if a party or any creditor appoints a voluntary administrator, or a resolution is passed for that party to execute a deed of company arrangement; e) if a party ceases, or threatens to cease to carry on its business; f) if a party becomes insolvent within the meaning of section 95A of the Corporations Act 2001 (Cth); or g) if a liquidator, provisional liquidator or receiver or receiver and manager, voluntary administrator, or administrator of a deed of company arrangement is appointed to all or any part of the property of a party.

Law means any applicable statute, regulation, by-law, ordinance, or subordinate legislation in force from time to time in the relevant jurisdiction (whether in Australia or overseas) and includes the common law and equity and any applicable industry codes of conduct.

Licence Term means the term of this Agreement as set out in clause 2 of the General Conditions

Moral Rights means the right of integrity of authorship (that is, not to have a work subjected to derogatory treatment), the right of attribution of authorship of a work, and the right not to have authorship of a work falsely attributed, which rights are created by the Copyright Act 1968 (Cth), and if the works are used in any jurisdiction other than Australia, any similar right capable of protection under the laws of that jurisdiction.

Personal Information has the same meaning as in the Privacy Act 1988 (Cth).

Personnel means a party’s officers, employees, agents, contractors, consultants, and professional advisors; and in the case of Posimente, includes the Subcontractors.

Related Bodies Corporate has the meaning in section 50 of the Corporations Act 2001 (Cth).

Service Charges means the fees and any other charges payable by the Client for the Services as specified in a SOW.

Supplier means the person or company identified as the Supplier in the Contract Form and referred to as ‘us’, ‘our’, ‘we’ or ‘Posimente' in the Agreement and associated Terms and Conditions.

ANNEXURE B: RULES FOR INTERPRETING THIS AGREEMENT

In this Agreement:

a)       clause headings are for convenience only and do not affect the interpretation of this Agreement;

b)       words importing the singular include the plural and vice versa;

c)       if a word or phrase is defined, its other grammatical forms have corresponding meanings;

d)       a reference to: i. a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority; ii. a party includes a reference to the party’s executors, administrators, successors and assigns; iii. any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as amended or replaced; iv. an obligation includes a warranty or representation and a reference to a failure to comply with an obligation includes a breach of warranty or representation; v. a right includes a benefit, remedy, discretion or power; vi. “$” or “dollars” is a reference to Australian currency; vii. this or any other document includes such document as novated, varied or replaced and despite any change in the identity of the parties; viii. writing includes any mode of representing or reproducing words in tangible and visible form and includes faxes and emails; ix. a reference to anything is a reference to the whole or any part of it and a reference to a group of things or persons is a reference to any one or more of them;

e)       the words “includes”, “including”, “for example” and other similar words are not to be construed as words of limitation; and i) no rule of construction will apply to a clause to the disadvantage of a party merely because that party drafted, put forward or would otherwise benefit from that clause.

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