Terms of Service

1. INTRODUCTION

1.1Cleverly AI develops and supplies enterprise technology, automation, and artificial intelligence solutions, including a proprietary platform branded “Centryx” (‘Platform’). The Platform comprises:

(a)Centryx OS (the core operating layer connecting data and workflows);

(b)Centryx Flow (integration and automation hub);

(c)Centryx Business (ERP/CRM modules); and

(d)Centryx Lumen (AI-driven analytics and business insights).

1.2Cleverly AI provides access to its Platform (or part thereof) and related Services as described in the applicable Client Agreement.

1.3These terms of service (‘Terms of Service’) forms a legally binding agreement between you (‘you’, ‘your’, or ‘Client’) and Cleverly AI Pty Ltd (ACN 690 092 052) (‘Cleverly AI’, ‘us’, ‘our’, or ‘we’) in respect of your use of the Platform and related Services, which includes the use of our applications, Websites, software and other products or services we offer.

1.4Where a Client Service Schedule applies to your use of the Platform and related Services, these Terms of Service form part of that Client Service Schedule. The Client Service Schedule(s) (if any), the Terms of Service and the URL Terms together form the Agreement.

1.5By:

(a)accepting a Client Service Schedule (verbally, in wet ink or electronically);

(b)clicking “I agree” (or similar act); or

(c)subscribing for, accessing and using our Platform and related Services,

you agree to be bound by the Agreement. You warrant and represent to us that you have valid authority to enter into an Agreement on behalf of the Client.

1.6To the extent of any inconsistency between the documents referred to in the Agreement, and notwithstanding anything contrary in those documents, the following order of precedence will apply:

(a)the Client Service Schedule (if any);

(b)the Terms of Service; and

(c)the URL Terms.

1.7If there is any inconsistency between more than one Client Service Schedule, to the extent of inconsistency, the Client Service Schedule most recently accepted or executed will prevail.

1.8Under no circumstances shall:

(a)any terms or conditions set out in any purchase order, invoice or other document issued by the Client in connection with the Platform or the Agreement; or

(b)any terms or conditions inserted, amended or varied by the Client without prior written agreement of Cleverly AI,

be deemed to modify, alter or expand the rights, obligations, undertakings or warranties of the parties under the Agreement, regardless of any failure of Cleverly AI to object to such terms or conditions.

2. AGREEMENT

2.1The Agreement is effective as of the Commencement Date and continue for the Initial Term and any additional period in which the Client continues to use the Platform and our related Services following the expiry of the Initial Term, unless terminated earlier in accordance with the terms of the Agreement.

2.2Unless the contrary intention appears in the Client Service Schedule (if any), on expiry of the Initial Term:

(a)if you are on a month-to-month Platform License, the Agreement will automatically continue on a month- to-month basis until either party notifies the other party at least 30 days before expiry of that month of their intention to terminate the Agreement; or

(b)if you are on an annual Platform License, the Agreement will automatically renew for a further period of twelve (12) months until either party notifies the other party at least 30 days before expiry of the Initial Term of their intention to terminate the Agreement.

(each an Extension Term).

2.3The Client agrees, warrants, and undertakes:

(a)to use and ensure that its Users use the Platform in accordance with the Agreement; and

(b)that it is authorised to establish, maintain and, where applicable, pay for the Account.

2.4The Client agrees to pay the Fees in accordance with:

(a)if a Client Service Schedule applies, the pricing and payment terms agreed in the Client Services Schedule;

(b)if clause 2.3(a) does not apply, in accordance with our then current pricing and payment terms set out on our Website,

as and when they fall due.

2.5Without limiting any other obligations in the Agreement, we agree:

(a)to comply with applicable laws in the provision of the Platform, related Services, Documentation and Deliverables;

(b)to provide the Platform and related Services with due care and skill; and

(c)that we have the requisite technology, skill, Personnel and expertise to provide the Platform and related Services.

3. ACCOUNT REGISTRATION

3.1To use the Platform and related services, you will be required to register and maintain an account with us (‘Account’).

3.2You can determine which of your Personnel may be invited to use the Platform and related services and the relevant access level that the Invitee will have as a User. Where you have administrative access, you may revoke access of a User at any time and for any reason or amend their level of access (as applicable).

3.3To create an Account, you must, and procure each User undertakes to:

(a)provide true, accurate, complete and up-to-date information on registration (‘Account Information’);

(b)comply with all reasonable requests by Cleverly AI to verify your identity so that Cleverly AI can provide the Platform, related services and ensure compliance with this Agreement;

(c)not provide the login ID and password (‘Credentials’) to any other person; and

(d)immediately change the Credentials if any computer, electronic device, email account or network used to access the Platform and related services is compromised, or suspected of being compromised, by security breach and promptly notify us of the same.

3.4You must promptly update your Account Information if, at any time, it is or becomes outdated, incorrect or incomplete (including billing details).

3.5You are responsible for all acts or omissions that occur through the Account and accept all risks of unauthorised access to the Account Information, which are caused or contributed by you, a User, or your other Personnel, including where the computer, electronic device, email account or network or device has been compromised.

3.6Without limiting the rights, we have under this Agreement or at law, we reserve the right to suspend, restrict or disable:

(a)your Account at any time if, in our reasonable opinion, you have failed to comply with our Agreement (including a failure to pay); or

(b)the access rights of a User at any time if, in our reasonable opinion, the User has failed to comply with our Agreement.

4. USE OF THE PLATFORM AND RELATED SERVICES

4.1 General

4.1.1To access and use the Platform, the Account must be set up and registered.

4.1.2Without limiting any other provision of the Agreement, the Client acknowledges that Cleverly AI’s ability to provide the Platform and related Services is dependent on the Client’s full and timely cooperation. The Client will, and shall ensure that its User’s will:

(a)co-operate with and assist Cleverly AI in the supply of the Platform and any requirements to properly administer the Platform, including providing Cleverly AI the right to access, at all times, the Platform as reasonably required to perform the Services and for the purposes of Cleverly AI exercising all and any of its rights under the Agreement;

(b)promptly provide Cleverly AI with full and accurate information, data and explanations as and when required;

(c)comply with all applicable laws, regulations and industry standards with respect to the Client’s activities and the Client’s obligations under the Agreement;

(d)ensure that the Client’s network and systems comply with the relevant specifications and guidelines provided by Cleverly AI from time to time; and

(e)comply with all reasonable directions and guidelines from Cleverly AI as advised from time to time.

4.2 Platform Licence

4.2.1The Client is granted a limited, non-exclusive, non-transferrable and revocable licence to use and allow its Users to access and use the Platform for the Term, in accordance with the terms and conditions of the Agreement (‘Platform Licence’).

4.2.2You acknowledge that you and your Users have no right, title or interest in the Platform, Services, Documentation, Deliverables or Third Party Products, other than the Platform Licence. For the avoidance of doubt, the Client will have no right of possession of the source code to the Platform or any Update, customisation or professional services/development to the Platform.

4.3 Usage rights

4.3.1The total number of Users able to access the Software at any time may be limited as specified in the Client Service Schedule or at the time of registration on our website. Each User must create an individual Account under clause 3.3 and only that person may access their Account.

4.3.2The Client Service Schedule may specify a different number of Users who may use any Third Party Products or any specific component of the Platform, which may be different to the number of Users who may use the Platform generally.

4.3.3If the Client Service Schedule specifies that the Platform may only be used at a particular location, or in particular offices of the Client, then the Client must only access and use the Platform at that location or at those offices.

4.4 Documentation

4.4.1The Client may make and supply one or more copies of the Documentation for use by its Users, but only to the extent such Users need the Documentation to use and access the Platform.

4.4.2The Client will ensure that each User maintains the confidentiality of the Documentation in accordance with clause 15.

4.5 Restrictions on use

4.5.1The Client will not, and you will ensure the Users will not:

(a)modify the Platform or merge any aspect of the Platform with another programme other than as expressly provided under the Agreement;

(b)record, reverse engineer, copy, duplicate, reproduce, create derivative works from, frame, download, display, transmit or distribute any of the Platform, the source code of the Platform or any Documentation provided with the Platform;

(c)create, download, alter, customise, modify or create derivate works from the Documentation;

(d)licence, sell, rent, lease, transfer, assign or otherwise commercially exploit the Platform and its Services;

(e)engage in unlawful behaviour, including unauthorised access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;

(f)access, store, distribute or transmit:

1.viruses, worm, trojan or other malicious code that corrupts, degrades or disrupts the operation of the Platform;

2.material that is unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or a contravention of the rights of any third party;

3.material that facilitates illegal activity; or

4.material that abuses or causes damage or injury to any person or property;

(g)frame, reformat, replicate or mirror any part of our website, or use data mining robots or other extraction tools in relation to the Platform;

(h)use any robot, spider, other automatic device or manual process to monitor, copy or extract any web pages on the Platform, or any of the content contained within;

(i)provide the Platform Credentials, or otherwise provide access to the Platform, to any unauthorised third party and you will take all reasonable steps to prevent unauthorised access to, or use of, the Platform;

(j)circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party;

(k)share any features or functionality of the Platform that are not publicly available with any unauthorised third party;

(l)encumber or allow the creation of any security interest in respect of the Platform;

(m)remove, obliterate or alter any proprietary notice on the Platform, Services or Documentation;

(n)infringe any third party’s rights, including as to confidentiality, Intellectual Property Rights or other proprietary rights;

(o)use the Platform, Services or Documentation to build or support products or services competitive or substantially similar to Cleverly AI;

(p)interfere with, or interrupt the supply of, our Platform and Services, or any other person’s access to or use of the Platform and Services;

(q)subscribe to the Platform and Services using automated means or under false or fraudulent pretences;

(r)interfere with, circumvent, attempt to circumvent, avoid, alienate or bypass any contracts, agreements or arrangements with Cleverly AI, or obviate or interfere with our relationships,

contracts, agreements or arrangements with others, to gain a benefit for yourself or for any other person; and

(s)engage in any conduct on the Platform that is in breach of the Agreement.

4.5.2Any breach of clause 4.5.1 constitutes a material breach of this Agreement and Cleverly AI may, at its absolute discretion, and without limiting its rights and remedies at law, terminate or suspend your access to, and/or use of, the Platform and the Services, and/or take further actions against the Client for breach of the Agreement.

4.6 Training

If the Client requires any training in the use of the Platform, then subject to Cleverly AI’s agreement to provide such training, the parties will separately agree the dates, times and content of any training under a Client Services Schedule.

5. UPDATES AND CUSTOMISATION

5.2 Updates

5.2.1Cleverly will from time to time produce Updates to the Platform.

5.2.2Unless:

(a)the Update is a customisation specifically for a person, which is not the Client; or

(b)the Update is not a general Update and applies to products, services, features or functionality which is not included as part of your access rights to the Platform,

Cleverly AI will make the Update available to the Client contemporaneously with making it available to other Cleverly AI clients. Subject to clause 5.2.3 and 5.2.4, Updates may be undertaken without the prior consent of the Client.

5.2.3Cleverly AI may give you the ability to unsubscribe from Updates, however Updates may contain critical information around changing functionality of the Platform, and choosing not to receive these Updates (if applicable) may impact your ability to realise full value from the Platform. Cleverly may refuse, in its sole discretion, to provide any Services in respect of older versions of the Platform.

5.2.4If:

(a)the Update is a customisation specifically for the Client; or

(b)the Update is not a general Update and is specific to the Client (or a group of clients that use the same or similar products, services, features or functionality of the Platform),

additional services may be required by the Client and may be subject to a new terms under a Client Services Schedule (or a variation of an existing Client Services Schedule).

5.3 Acceptance Testing

5.3.1If Acceptance Testing is included in the Client Service Schedule, then the Client will have responsibility for conducting its own Acceptance Testing on the Platform.

5.3.2During Acceptance Testing the Client will advise Cleverly AI of any errors or defects which it considers to be Errors in the Platform. Cleverly will then determine whether the relevant defect or error is an Error and whether it is to be rectified by Cleverly prior to the Go Live Date, or after the Go Live Date in accordance with the Support Terms. Once all Errors which CAI determines it will rectify prior to the Go Live Date have been rectified, then the parties will agree to move the Platform (as delivered under this clause) to a Production Environment.

(a)in the case of the initial installation and implementation of the Platform the Go Live Date will be the date that the Client first uses the Platform (as installed or implemented) in a Production Environment, (but not including a UAT Environment), or otherwise in its business generally; or

(b)in the case of an Update applied to the Platform, the Go Live Date will be the date that the Client first uses the Platform (as Updated) in a Production Environment, (but not including a UAT Environment), or otherwise in the business generally.

6. FEES AND PAYMENT

6.1The Client shall be liable to pay the Fees to Cleverly AI.

6.2Cleverly AI may suspend the Client's Account and any User’s access should any Fees be outstanding to Cleverly AI at any time.

6.3Without limiting sections 3.6 and 6.2, Cleverly AI may also suspend access to the Platform or Services immediately if it reasonably believes that:

(a)the Client’s or a User’s actions pose a security, privacy or legal risk;

(b)the Client or any User is engaging in fraudulent, unlawful or abusive activity; or

(c)suspension is required to prevent harm to the Platform, other clients or third parties.

6.4Cleverly AI will use reasonable efforts to give the Client prior notice of any suspension (if appropriate in the circumstances) and, unless the conduct entitles Cleverly AI to terminate the Agreement, will promptly reinstate access once the issue has been remedied and all outstanding Fees have been paid.

6.5Unless otherwise specified in the Client Services Schedule, all Fees for the Platform are payable in full:

(a)if you are on a month-to-month Platform License, on the Commencement Date and the first day of each Extension Term (as the context applies); and

(b)in you are on an annual Platform License, on the Commencement Date and the first day of each Extension Term (as the context applies).

6.6Unless otherwise specified in the Client Services Schedule, all Fees for the Services are payable in full, within 7 days of the date that Cleverly AI issues an invoice in respect of the Fees.

6.7If the Fees under the Client Services Schedule are represented to the Client to be an estimate or quote only, the Fees may be increased beyond the estimate or quote if any additional work is imposed on Cleverly AI which is over and above the expected level of work (or goods and services to be supplied) at the time the Fees were quoted, estimated or agreed. Such additional work, goods or services may arise, without limitation from:

(a)a breach by the Client of its obligations under the Agreement;

(b)a change to the agreed scope of Cleverly’s Services;

(c)any representations made by the Client to CAI at the time the estimate or quote was given, not holding true;

(d)the costs of acquiring third party Intellectual Property Rights or other goods and services on the Client’s behalf which is not included as part of the standard Platform sold by Cleverly AI;

(e)delays caused by the Client or its Personnel; and/or

(f)any act or omission of a third party whom the Client instructs Cleverly AI to deal with (including any third party IT or telecommunications provider).

6.8Except as set out in the Agreement and to the extent permitted by law, all Fees are non-refundable.

6.9Cleverly AI reserves the right to introduce or change any Fees from time-to-time by giving the Client at least 30 days written notice, provided that any new or changed Fees that are introduced during the Initial Term, will only take effect at the expiry of the Initial Term.

6.10If this is a consumer contract or small business contract within the meaning of the ACL or ASIC Act (as the context applies) or analogous legislation, and the Client does not accept the introduction or change to any Fees within 30 days of the change coming into effect for the Client under clause 6.9, then the Client shall have the right to terminate the Agreement in line with the termination provisions of the Agreement.

6.11If, at any time during the Term, you wish to increase access rights to the Platform Licence (including adding functions or features), increase the number of Users or acquire additional goods and services from Cleverly AI, we will provide you with a new Client Service Schedule and unless the contrary intention is set out in that Client Service Schedule, your Fees shall be adjusted and will apply with effect from the date of change (‘Upgrade Fee’). Cleverly AI is under no obligation to upgrade your Platform Licence, Users or Services, if the Upgrade Fees are not paid.

6.12If, at any time during the Term, you wish to downgrade access rights to the Platform Licence (including decreasing functions or features), decreasing the number of Users or removing Services, you acknowledge that the Fee will remain fixed for the then current Term (either the Initial Term or the Extension Term, as the context applies) and shall be adjusted on the first day of the next Extension Term.

6.13Unless specified in the Commercial Terms, the Fees:

(a)are quoted and payable in Australian currency; and

(b)exclusively of any and all GST and any other similar duties, levies or taxes (if applicable) which shall be added to the Fees by Cleverly AI at the prevailing rate set by law.

6.14Cleverly may offer a number of acceptable payment methods to procure, acquire or subscribe to the Platform and Services set out in the Agreement, including direct deposit and direct debit (by third party payment providers) (‘Payment Method’). You authorise us to charge any Payment Method registered to your Account for the Fees through our third party payment providers. It is your responsibility to ensure that your Payment Method is valid. We shall charge your Payment Method on the due date for payment. We will not be responsible for any interest, overdrawn charges or other fees that may result in you exceeding your credit limit or entering into overdraft by your Payment Method.

6.15If the Payment Method is electronic funds transfer, bank transfer, BPAY or similar set out in our invoice, you must pay our invoice in accordance with the Payment Methods set out in the invoice.

6.16The Client must not set off, deduct or withhold payment of the Fees or any other monies payable to Cleverly AI for any reason.

6.17You acknowledge that certain card payments or bank transactions may attract a surcharge, transaction fee or other similar charge. You agree that Cleverly AI may charge you an amount equal to the cost imposed on us by the third party payment provider.

6.18If any card payment or bank transfer is rejected or reversed for any reason, you acknowledge that you are responsible for all fees and charges associated with the rejection or reversal. You agree that Cleverly AI may charge you an amount equal to the cost imposed on us by the third party payment provider for any rejection or reversal.

6.19If you default in payment of any undisputed amount, Cleverly AI may charge interest on that outstanding amount at a monthly rate equal to 2% above the Reserve Bank of Australia’s official cash rate, with interest commencing on the day following the date the payment was due until the day such amount (including interest) is paid in full. Our right to require payment of interest does not affect any other rights and remedies we may have in relation to a default in payment under the Agreement.

6.20You must pay or reimburse us all expenses Cleverly AI incur in the delivery of the Services, which you have authorised under the Client Services Schedule.

7. GST

7.1Capitalised terms in this section 7 have the same meaning as given to them in the GST Act (or analogous legislation).

7.2Except where expressly provided, the consideration specified in the Agreement excludes GST and any other similar duties, levies or taxes.

7.3Where the Fees (or other consideration payable in relation to the taxable supply) is not expressed to be GST inclusive, the recipient of a taxable supply must, subject to the issue of a valid Tax Invoice by the supplier to the recipient or the creation of a valid Recipient Created Tax Invoice by the recipient (as the case may be), pay to the supplier in addition to the Fees or other consideration payable an additional amount on account of any GST payable.

7.4In circumstances where there is an adjustment event under the GST Act, the party which issued the Tax Invoice or the Recipient Created Tax Invoice (as the case may be) must promptly create an adjustment note for any overpayment or underpayment and, where applicable, the supplier must apply to the Commissioner of Taxation for a refund of any overpayment by the supplier for GST. The supplier must refund to the recipient any such overpayment except that the supplier need not refund to the recipient any amount for GST paid to the Commissioner of Taxation unless the supplier has received a refund or credit for that amount. The recipient must pay the supplier an amount equal to any underpayment of GST.

7.5A claim is for the cost plus all GST (except any GST for which a party can obtain an input tax credit), if:

(a)a payment to satisfy a claim under or in connection with this Agreement (for example, under an indemnity) gives rise to a liability to pay GST then the payer must pay, and indemnify the payee on demand against, the amount of that GST; and

(b)a party has such a claim for a cost or expense on which that party must pay GST.

8. SOFTWARE AS A SERVICE

8.1 Application of software as a service

(a)The Client agrees and accepts that the Platform is:

(a)hosted by a third party hosting services provider (as nominated by Cleverly AI from time to time) and shall only be installed, accessed and maintained Cleverly AI, accessed using the internet or other connection to Cleverly AI’s servers and is not available 'locally' from the Client’s or a User’s system;

(b)managed and supported exclusively by Cleverly AI from Cleverly AI’s servers and that no 'back- end' access to the Platform is available to the Client or a User unless expressly agreed in writing;

(c)in some circumstances provided based on the information and specifications supplied by the Client.

(b)Cleverly AI may change the third party hosting services provider in its sole discretion and if appropriate and practicable, on notice to the Client.

(c)If the Client chooses a different approved hosting service agreed with Cleverly AI, the Client will be responsible for its own infrastructure and telecommunication links for Cleverly AI to access the hosting services and the Platform and Client Data.

(d)As a hosted and managed service, Cleverly AI reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Platform.

(e)Cleverly AI shall not exercise its rights under clause (c) or (d) in a manner that would fundamentally decrease the utility of the Platform to the Client, other than in accordance with the terms of the Agreement.

8.2 Additional Services

(a)Cleverly AI shall provide reasonable additional services (which may include implementation, integration, configuration, development, migration, training and consulting) in the manner agreed in the Client Services Schedule.

(b)Without limiting clause 6:

(a)additional Services may be charged on a time-and-materials basis or any other basis set out in the Client Services Schedule; and

(b)Cleverly AI reserves the right to require the payment of additional Fees for non­standard support requests that are not otherwise set out in the Client Services Schedule, prior to the provision of such additional services.

8.3 Use and Availability

(a)The Client agrees that Cleverly AI shall provide access to the Platform to the best of its abilities, however:

(a)access to the Platform may be prevented by issues outside of its control;

(b)Cleverly AI accepts no responsibility for ongoing access to the Platform; and

(c)the Client acknowledges and agrees that the access to and use of the Platform is subject to (and Cleverly AI shall not be responsible or liable for any issue with or interruption in the availability of) third party communications networks and the internet.

(b)You are responsible for all equipment, operating systems, networks, internet services, software and other project management platforms that you use to access the Platform and Services, including the maintenance, upkeep, repair and performance of that equipment and systems (‘Equipment’). To the maximum extent permitted by law, we are not liable for, and you waive and release us from and against, any Liability in respect of your inability to use or access (including loss of functionality in part or in whole) any of the Platform and Services due to your Equipment.

(c)From time to time, we may perform such reasonable scheduled and emergency maintenance and updates in relation to the Platform or Services in order to continue to supply the Platform or Services to you (‘Scheduled or Emergency Maintenance’). You agree that access to, or the functionality of all or part of the Platform or Services may need to be suspended for a time for us to perform Scheduled or Emergency Maintenance, and to the maximum extent permitted by law, we will not be liable to you for any interruptions or downtime to the Platform or Services as a result of any Scheduled or Emergency Maintenance caused or contributed to by events or circumstances occurring outside of our reasonable control (including but not limited to Scheduled or Emergency Maintenance to any Third Party Products).

(d)You agree to provide us with access to your systems as is reasonably required to enable us to provide you with the Platform and Services.

8.4 Third Party Products

(a)You acknowledge and agree that the Platform and Services may interact with, or be reliant on, certain Third-Party Products, including your Equipment.

(b)You acknowledge and agree that, unless we have expressly agreed to provide the Third Party Products in the Agreement:

(a)you are responsible for obtaining and managing all licences for the relevant Third Party Products;

(b)you are responsible for paying all fees related to the Third Party Products; and

(c)you agree to comply with terms and conditions applicable to the relevant Third Party Products at all times.

(c)We do not make any representation, statement or warranty, either expressly or implicitly, in respect of any Third-Party Products, including as to the accuracy, completeness, suitability, performance or timeliness of the Third-Party Products.

(d)Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with any Third-Party Products.

8.5 Third Party Content

(a)We may provide access to Material that is owned or developed by a third party (other than Cleverly AI) (‘Third Party Content’).

(b)You acknowledge that we are not responsible for the creation, maintenance, accuracy or completeness of any Third Party Content.

(c)We make no representation, statement or warranty, either expressly or implicitly, in relation to the accuracy, completeness, suitability, performance or timeliness of any Third Party Content on or linked to our Platform and Services.

(d)If you rely on Third Party Content, you do so solely at your own risk and subject to the terms and conditions that may apply to the Third Party Content as notified by that third party or displayed on their website. To the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with any Third Party Content.

(e)We do not endorse any commercial product or service mentioned or advertised on any Third Party Content.

9. INTELLECTUAL PROPERTY

9.1Except to the extent owned by third parties and licenced to Cleverly AI, Cleverly AI owns and shall retain ownership and all rights and interest in all Intellectual Property Rights in and to the Platform, Services, Documentation and Deliverables (‘Cleverly AI IP’). We reserve all rights in any Intellectual Property Rights owned or licenced by Cleverly AI not expressly granted to you.

9.2Cleverly AI shall own all Intellectual Property Rights created, produced or acquired in connection with this Agreement (‘Developed IP’), excluding any Client IP.

9.3For clarity, Developed IP includes any workflows, prompts, templates, automations, connectors, configurations, schemas, trained or fine-tuned models, and documentation created in providing the Services. The Client receives a non-exclusive, non-transferable licence to use any deliverables solely for its internal business purposes during the Term. The Client must not resell, sub-licence, or create derivative works from the Developed IP.

9.4You hereby assign all right, title and interest (including future copyright) in all Developed IP or any materials that are based upon or derived from the Developed IP to Cleverly AI free from any encumbrance or other third party right or interest.

9.5You agree that you will:

(a)not represent yourself as the owner of or having an interest in the Cleverly AI IP or Developed IP;

(b)not use or allow the use of Cleverly AI IP in a manner that is contrary to, or conflicts with, or in any way damages the title or interest of Cleverly AI IP;

(c)not use any brand name, trade name, trade mark, logo or design of Cleverly AI IP, unless authorised in writing by Cleverly AI;

(d)not challenge or call into question in any way the right, title, interest and good will of Cleverly AI in respect of the Cleverly AI IP or Developed IP;

(e)not register or attempt to register any Cleverly AI IP or Developed IP;

(f)not infringe, or encourage or permit any infringement of, any of the rights in Cleverly AI IP and Developed IP;

(g)not assign, sub-licence, rent, timeshare, loan, lease or otherwise transfer Cleverly AI IP or Developed IP;

(h)not produce, modify, transmit, post, use, licence, distribute, reverse engineer or make a copy of the Cleverly AI IP and Developed IP;

(i)not deface, obscure or remove any proprietary notice of Cleverly AI IP and Developed IP; and

(j)do all acts and things as may reasonably be required by Cleverly AI to ensure the protection of Cleverly AI IP and Developed IP.

9.6Subject to clause 9.7, you give us a perpetual, irrevocable and royalty-free licence (including the right to sub- licence) to reproduce, use, modify or adapt the Client IP to enable us:

(a)to perform our obligations under the Agreement;

(b)enhance, modify or improve our Platform, Services, Documentation and Deliverables;

(c)diagnose errors with the Platform and Services;

(d)monitor, analyse and compile statistical and performance information in an aggregated and anomoyised format;

(e)to use any Developed IP or other Materials or things brought into existence by the performance of the Agreement; and

(f)to copy, transmit, store, backup, operate, repair, modify and maintain the Platform, Services, Documentation and Deliverables.

9.7Unless it has been de-identified, anonymised or aggregated by Cleverly AI or we are otherwise required to retain that Customer Data by law or under the terms of our Privacy Policy, clause 9.6 excludes Customer Data from the expiration or termination of this Agreement.

9.8You agree to grant us a royalty-free, non-exclusive, world-wide, perpetual, irrevocable and transferable licence to reproduce, modify, distribute, exploit and incorporate into our Platform, Services, Documentation and Deliverables (without attribution of any kind) any suggestions, enhancements, requests, improvements, recommendations, corrections, or other feedback provided by you, and unconditionally waive all Moral Rights.

9.9By uploading, transmitting, posting or otherwise making available any material on our Platform or associated platforms (including social media), you grant us a non-exclusive world-wide, perpetual, irrevocable and transferable licence to reproduce, modify, distribute and exploit any material in any form and for any purpose, and unconditionally waive all Moral Rights.

9.10You own and shall retain ownership of all Intellectual Property Rights in and to the Client IP.

9.11You warrant that your Client IP does not and will not violate any laws (including those relating to export control and electronic communications) or the rights of third parties, including any Intellectual Property Rights, rights of privacy or rights of publicity.

9.12You represent, warrant, acknowledge and agree that you have obtained all necessary rights, releases and permissions to provide, or have Client IP provided to us, and to grant us the rights set out in the Agreement.

9.13This clause 9 shall survive the expiration or termination of this Agreement.

10. INFRINGEMENT CLAIM

10.1If a third party initiates any action, claim, proceeding or demand against you alleging that your use or access to the Platform and the Services infringe the Intellectual Property Rights of the third party (‘Infringement Claim’) and that Infringement Claim is substantiated, we may, at our cost:

(a)procure the right for you to use the Intellectual Property Rights without infringement;

(b)replace the infringing Intellectual Property Rights; or

(c)to the extent that clause 10.1(a) or 10.1(b) is not achievable or practicable, we may terminate the Agreement by written notice to you.

11. CLIENT DATA

11.1Cleverly AI agrees to treat all Client Data as Confidential Information under the Agreement, however the Client agrees that Cleverly AI is not responsible for the acts or omissions of Users in relation to maintaining the confidentiality of any Client Data.

11.2The Client grants and shall procure for Cleverly AI an immediate, worldwide, royalty-free licence to use and incorporate the Client Data within the Platform, for the purposes of providing the Platform and related Services to the Client, for the duration of this Agreement.

11.3Cleverly AI shall not access, use, modify or otherwise deal with Client Data except where required to provide the Platform or Services, by compulsion of law or upon the Client’s authority.

11.4Cleverly AI will delete Client Data from its systems within 90 days of termination of the Agreement.

11.5For clarity, Client Data does not include any de-identified, anonymised or aggregated data which Cleverly AI may continue to access and use at all times (even after termination of this Agreement) as set out in clause 9.6.

12. PRIVACY

12.1Cleverly AI and the Client agree to comply with all Applicable Privacy Laws.

12.2Cleverly AI maintains its Privacy Policy in compliance with the provisions of the Applicable Privacy Laws with respect to Personal Information that it collects about the Client, Users and other individuals.

12.3You acknowledge and agree:

(a)to comply with all of your obligations under the Applicable Privacy Laws by implementing your own privacy policy (if required under the Applicable Privacy Laws); and

(b)not to (and to take all reasonable steps to ensure that each User will not) do anything to prejudice the security or privacy of the Platform or any other information provided by Cleverly AI in relation to the Platform or related Services.

12.4Without limiting clauses 12.1 and 12.3, you must ensure:

(a)you have collected, used, stored, processed, disclosed, and transmitted Client Data in accordance with all Applicable Privacy Laws;

(b)Cleverly AI are capable of collecting, using, storing, processing, disclosing and transmitting Client Data in the manner contemplated by the Agreement, without infringing any third party rights or violating any Applicable Privacy Laws;

(c)you have informed the individual to whom the Personal Information relates, that it might be necessary to disclose the Personal Information to third parties;

(d)you obtain the specific consent to disclose Personal Information from the individual, if the Personal Information is sensitive information (within the meaning of the Privacy Act); and

(e)if you are aware of any actual or potential breach of the Privacy Act, you shall immediately notify us and cooperate with our reasonable requests for information and assistance about the breach.

12.5Where the Client Data includes any information or opinion about an identified individual, or an individual who is reasonably identifiable in the European Economic Area or the United Kingdom, you must notify us immediately and, where required, enter into a data processing agreement with us.

13. ARTIFICIAL INTELLIGENCE AND DATA HANDLING

13.1Cleverly AI may use de-identified and aggregated data to train, improve or enhance its artificial intelligence models, analytics and automation capabilities. Cleverly AI will not use identifiable Client Data for training or model refinement without the Client’s express written consent.

13.2Where outputs are generated using third-party large language models or other AI services, the Client acknowledges that such outputs are probabilistic and may contain errors. Outputs are provided for information only and must be reviewed and validated by the Client before reliance or use in production

13.3Without limiting section 16, Cleverly AI does not warrant the accuracy, completeness or fitness for purpose of any third-party model outputs. To the maximum extent permitted by law, Cleverly AI is not liable for any loss arising from reliance on such outputs

13.4The Client must not input sensitive or regulated information into the Platform unless expressly agreed in writing and configured for that purpose

14. DATA STORAGE AND RESIDENCY

14.1Cleverly AI will store and process sensitive Client Data exclusively within Australia.

14.2Cleverly AI may process or store non-sensitive Client Data in or outside of Australia, provided that any offshore storage complies with the Australian Privacy Principles, including APP 8 (cross-border disclosure), and that Cleverly AI remains responsible for the acts and omissions of any third-party subprocessors. By providing Client Data to Cleverly AI, you consent to processing and storing non-sensitive Client Data outside of Australia.

14.3Cleverly AI will take reasonable steps to ensure that any overseas recipient of Client Data does not breach the Australian Privacy Principles in relation to that information.

15. CONFIDENTIALITY

15.1Each party acknowledges and agrees that:

(a)the Confidential Information is secret, confidential and valuable to the disclosing party (‘Discloser’);

(b)the Confidential Information is disclosed to the other party as reasonably necessary in connection with the Agreement and for no other reason;

(c)it owes an obligation of confidence to the Discloser concerning the Confidential Information;

(d)it must not disclose the Confidential Information to a third party except as permitted in this Agreement;

(e)disclosure of Confidential Information by the Discloser does not in any way transfer or assign any rights or interests in the Intellectual Property to the other party.

15.2Notwithstanding anything contained in this Agreement, a Receiving Party may disclose Confidential Information of the Disclosing Party:

(a)to one or more of its Personnel who needs to know that information for the purposes of this Agreement, provided that such disclosure is under conditions of confidentiality substantially similar to this clause 15;

(b)as required by law, provided that to the extent practicable, if the Discloser is Cleverly AI, we are consulted about the disclosure prior to the Confidential Information being disclosed and are afforded the opportunity to object to the disclosure to the court or government agency compelling disclosure; and

(c)if the Discloser has given its written consent to the disclosure, provided that the disclose is under conditions of confidentiality substantially similar to clause 15,

15.3A party must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of:

(a)any actual, suspected, likely or threatened breach by it of any obligations it has in relation to the Confidential Information;

(b)any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or

(c)any actual, suspected, likely or threatened theft, loss, damage, or unauthorised access, use or disclosure of or to any Confidential Information.

15.4The receiving party must promptly take all steps that the Discloser may reasonably require and must co-operate with any investigation, litigation or other action of the Discloser or of a related body corporate of the Discloser it there is:

(a)any actual, suspected, likely or threatened breach of the confidentiality terms of the Agreement; or

(b)any theft, loss, damage or unauthorised access, use or disclosure of or to any Confidential Information that is or was in its possession or control.

15.5This clause15 shall survive the expiration or termination of this Agreement.

16. DISCLAIMERS

16.1The Client agrees that it uses the Platform and Services at its own risk.

16.2To the maximum extent permitted by law, the Platform and Services are provided on an “as-is” and “as available” basis and Cleverly AI disclaims any and all representations and warranties with respect of the Platform and Services, whether express or implied, arising by law, custom, prior oral or written statement or otherwise, including without limitation, any warranty of merchantability, non-infringement, fitness for purpose, statements regarding capacity or suitability for use or performance.

16.3Whilst we do use all reasonable endeavours and safeguards to implement and provide you with access to our Platform, Services and Document, we do not make any representations, statements, warranties, or guarantees that your use and access shall be timely, secure, free from interruption (whether due to any temporary and/or partial breakdown, repair, upgrade or maintenance) or free from error. Your use of the Platform, Products, Services and Documentation may be suspended or unavailable for any reason whatsoever, including due to technical difficulties with network connection, the host provider, system failure, maintenance and repair works.

16.4Whilst we do endeavour to provide accurate and timely information, the information available on the Platform, or as part of the Services and Documentation, may include inaccuracies, be incomplete or contain errors. We reserve the right to make modifications to that information at any time, for any reason, without notice to you. It is your sole responsibility to review the information on the Platform or provided with the Service periodically.

16.5Without limiting clauses 8.4 and 8.5, we do not independently verify Third Party Products and Third Party Content. Where such Third Party Products and Third Party Content are passed on to you, we do so without any representation, statement or warranty as to the accuracy, truthfulness, usefulness, reliability or integrity of any Third Party Products and Third Party Content.

16.6There are certain situations or events that may occur which are not within our reasonable control. Where this occurs, we will notify you of these circumstances and attempt to provide the Platform and/or Services set out in

the Agreement as soon as we are able. In such circumstances, there may be a delay (sometimes a substantial delay) before we can start or resume providing the Platform and/or Services and you agree that you shall not be entitled to any compensation. Notwithstanding the forgoing, the Fees (or part thereof) to the extent the Platform, and/or Services cannot be provided to you for a substantial delay (being more than 24 hours) at all will be suspended for that period in which no Platform and/or Services were provided.

16.7Whilst all reasonable endeavours are used to ensure data we use to train, test or validate the AI system, Cleverly AI give no make no representation, statement or warranty, either expressly or implicitly, in relation to the accuracy, completeness, suitability, performance or timeliness of the AI systems or any AI outputs. Given the early-stage nature of the use of AI systems and the accuracy concerns in respect of even the most prominent, large language models on the market, any use of AI is for expediency purposes only. Reliance on AI systems and/or AI outputs is solely at your own risk and human intervention is required to review all AI outputs to ensure they are appropriate to your requirements.

16.8AI outputs and Service outputs do not constitute professional advice (including medical, legal, or financial advice) and must not be relied upon as such.

16.9We provide our Platform and/or Services based on the information you provide us (except, Cleverly AI will not train its proprietary models on identifiable Client Data unless expressly agreed by you in writing). You are responsible for ensuring all information is accurate, complete and up to date. If your information is not accurate, complete and up to date, this may result in errors within the Platform and/or Services. It is your responsibility to ensure the Platform and/or Services, and the information derived from the Products and/or Services is suitable and applicable to your situation.

16.10To the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability arising from any matter in this clause 16.

16.11This clause 16 shall survive the expiration or termination of this Agreement.

17. INDEMNITY AND LIMITATION OF LIABILITY

17.1The Client agrees to indemnify Cleverly AI for any loss, damage, cost or expense that Cleverly AI may suffer or incur as a result of or in connection with their User's use of the Platform to the extent such use is in connection with the Client's Account, including any breach by the User of these Agreement, whether or not such use was authorised by the Client.

17.2The Client agrees to indemnify and hold Cleverly AI, its Affiliates and Personnel (collectively, the Indemnified) harmless from and against any and all Liability and claims, actions, demands and proceedings that may be brought against the Indemnified or which the Indemnified must pay, sustain or incur arising out of:

(a)breach by the Client or any User of any of its or their obligations under the Agreement;

(b)loss of, or damage to, any property belonging to the Client, any User or any third party or any personal injury or death arising out of or in connection with this Agreement;

(c)breach of any Intellectual Property Rights; or

(d)breach of any law (including Applicable Privacy Laws),

except to the extent that the above is caused or contributed to by Cleverly AI.

17.3Cleverly AI must take reasonable steps to mitigate its Liability.

17.4Cleverly AI agrees to indemnify and hold the Client harmless from and against any and all Infringement Claim that may be brought against the Client, except to the extent that the Client or its Users (including persons who accessed an Account without authorisation) caused or contributed to that Infringement Claim. This indemnity is subject to:

(a)the Client promptly notifying us in writing of the Infringement Claim on receipt or service of the Infringement Claim, together with the correspondence documents in respect of the Infringement Claim;

(b)the Client cooperation and providing us with assistance in relation to the conduct of the Infringement Claim, as reasonably requested by us; and

(c)unless we decline to act in the conduct of the defence of the Infringement Claim, you assigning the sole conduct of the Infringement Claim to us.

17.5Neither party shall be liable for any incidental, consequential or indirect damages (including loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings, business interruption, or any other similar or analogous loss), that do not naturally arise from the cause of action.

17.6Except as set out in clause 17.4 and unless otherwise agreed by Cleverly AI under the applicable Client Services Schedule, under no circumstances shall Cleverly AI’s total aggregate liability under and in connection with the Agreement (and whether such liability arises in contract, tort (including, but not limited to, negligence and breach of statutory duty), misrepresentation, or otherwise) exceed the total amount of Fees paid by you under this Agreement in the 12 months preceding the relevant claim. Without limiting the forgoing, Cleverly AI has no liability for any:

(a)loss or corruption of data;

(b)outage, delay or error caused by any third-party product, network, hosting provider or internet service;

(c)error or issue resulting from configuration changes or integrations made by the Client;

(d)reliance by the Client on artificial-intelligence-generated outputs without human review; or

(e)use of the Platform or Services contrary to the Documentation or this Agreement.

For clarity, the liability cap in this clause applies in aggregate across this Agreement, including all Client Services Schedules, statements of work and orders, and will not be increased by multiple claims or separate agreements made under this Agreement.

17.7Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by any legislation which cannot lawfully be excluded or limited, such as the ACL or analogous law.

17.8If any guarantee, warranty, term or condition is implied or imposed in relation to this Agreement under any applicable law (such as the ACL) and cannot be excluded, then the liability of Cleverly AI for breach of any such guarantee, warranty, term or condition is limited to one or more of the following, at Cleverly AI option:

(a)In the case of goods, to:

(a)the replacement of the goods or the supply of equivalent goods;

(b)the repair of the goods;

(c)the payment of the cost of replacing the goods or of acquiring equivalent goods; or

(d)the payment of the cost of having the goods repaired.

(b)In the case of services, to:

(a)the supplying of the services again; or

(b)the payment of the cost of having the services supplied again.

17.9This clause 17 shall survive the expiration or termination of this Agreement.

18. FORCE MAJEURE

18.1Neither party is liable for any delay or failure to perform its obligations under this Agreement where that delay or failure results from events beyond the party’s reasonable control, including natural disasters, acts of government, labour disputes, war, terrorism, civil unrest, utility or internet outages, denial-of-service attacks, or other events of force majeure.

18.2The affected party must promptly notify the other of the event and use reasonable efforts to mitigate its effects and resume performance as soon as practicable.

19. TERMINATION

19.1If a month to monthly Platform Licence applies to the Platform and Services, either party may terminate the Agreement by giving the other party no less than 30 days written notice to the other party;

19.2If an annual Platform License applies to the Platform and Services, either party may terminate the Agreement by giving at least 30 days before expiry of the Initial Term or the Extension Term (as the context applies), unless otherwise agreed in the Client Services Schedule.

19.3Either party may immediately terminate this Agreement by written notice to the other party where:

(a)the other party is in material breach of the Agreement and has been notified in writing of the breach and has not remedied that breach within 10 Business Days of the notice;

(b)the other party commits a material breach of the Agreement which is incapable of remedy;

(c)the other party repetitiously, wilfully, or recklessly commits a breach of the Agreement; and/or

(d)the other party suffers an Insolvency Event.

19.4Termination of the Agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this Agreement up to the date of expiry or termination.

19.5On expiry or termination of this Agreement (for any reason):

(a)the Platform Licence granted under this Agreement will immediately terminate and the Client may no longer use the Platform;

(b)Cleverly AI will cease providing the Services to the Client;

(c)the Client must return to Cleverly AI or delete all copies of any media constituting or containing the Cleverly AI Intellectual Property Rights, as required under any notice issued by Cleverly AI;

(d)the Client must immediately pay all outstanding Fees;

(e)Except to the extent required by law, expressly stated otherwise in a Client Services Schedule, or the Client terminates the Agreement under section 19.3, all prepaid Fees are non-refundable, and the Client is not entitled to any credit or reimbursement for unused portions of the Platform or Services following termination. For clarity, if the Client terminates the Agreement under section 19.3, Cleverly AI will be entitled to all Fees accrued up to and including the date of termination.

(f)Cleverly AI will delete all Client Data in accordance with the terms of this Agreement (other than de- identified and aggregated data); and

(g)All provisions of this Agreement which are expressed to survive termination of this Agreement or by their nature are intended to survive termination or expiration of this Agreement, shall survive.

20. DISPUTE RESOLUTION

20.1If any dispute arises between the parties in connection with the Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:

(a)includes or is accompanied by full and detailed particulars of the Dispute; and

(b)is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.

20.2Within 10 Business Days after a Dispute Notice is given, a representative (with the authority to resolve the dispute) parties must meet (virtually or otherwise) and seek to resolve the Dispute.

20.3Subject to clause 20.4, a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.

20.4Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.

20.5Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

21. DEFINITIONS

21.1In these Terms of Service, except where the context otherwise requires, words and expressions have the following meanings:

Acceptance Testing means the process of Client testing the Platform (which may incorporate any Deliverables).

Account has the meaning given to that term in clause 3.1.

Account Information has the meaning given to that term in clause 3.3(a).

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

Affiliate means as regards a party, its ultimate holding company and each of its ultimate holding company’s other subsidiaries for the time being.

Agreement has the meaning given to that term in clause 1.4.

ASIC Act means the Australian Securities and Investment Commission Act 2001 (Cth).

Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Victoria, Australia.

Client Data means all information, data, documents and other such materials entered into the Platform or otherwise provided to Cleverly AU by the Client, but does not include any de-identified or aggregated data.

Client IP means:

(a)any Intellectual Property Rights owned or licenced to you which existed prior to the Commencement Date and if you have entered into multiple Client Support Schedules, the date of your earliest Client Support Schedules; and

(b)any Client Data.

Cleverly AI IP has the meaning given to that term in clause 9.1.

Commencement Date means the date specified as such in the Client Services Schedule, or if no such date is specified, then the date that the Client accepts these Terms of Service or is deemed to accept these Terms of Service under clause 1.5.

Commercial Terms means the commercial terms agreed between Cleverly AI and the Client under the Client Services Schedule.

Confidential Information means any written or verbal information that: (a) is deemed as confidential under this Agreement; (b) A party informs the other party that it considers it confidential and/or proprietary; iii) A party would reasonably consider to be confidential in the circumstances; and (c) Is Personal Information or personal data within the meaning of the Applicable Privacy Laws, but does not include information that a party can establish:

(d)was in the public domain at the time it was given to that party; (e) Became part of the public domain, without that party’s involvement in any way, after being given to the party; (f) Was in party’s possession when it was given to the party, without having been acquired (directly or indirectly) from the disclosing party; or viii) was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation.

Client Services Schedule means the document provided by Cleverly AI to the Client that sets out the Commercial Terms, including the Fees and other details of the Client’s access to the Platform and Services.

Deliverables means:

(a)the Platform, the Documentation and each Update; and

(b)any other goods or services (including the Services) which Cleverly AI agrees to provide the Client pursuant to the Agreement, other than the Third Party Products.

Developed IP has the meaning given to that term in clause 9.2 and 9.3.

Discloser has the meaning given to that term in clause 15.1(a).

Dispute has the meaning given to that term in clause 20.1.

Documentation means the documentation which describes the functionality of the Platform and which may include the end user documentation for the Platform.

Equipment has the meaning given to that term in clause 8.3(b).

Error means only those errors or defects in the Platform which Cleverly AI considers causes the Platform not to function as intended by Cleverly AI.

Extension Term has the meaning given to that term in clause 2.2.

Fee means any fee charged by Cleverly AI for access to and use of the Platform and provision by Cleverly AI of any Services

(a)as set out in the Client Services Schedule; or

(b)with the then current pricing and payment terms set out on our Website,

as the context applies to the Client.

Go Live Date has the meaning given to that term in clause Error! Reference source not found..

GST means, as the context requires, goods and services tax, or otherwise has the meaning given by the GST Act.

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

Initial Term means, as the context provides.

(a)if the Platform Licence is monthly, means the first month from the Commencement Date;

(b)if the Platform Licence is annual, means the first twelve (12) months from the Commencement Date;

(c)if subclause (a) and (b) do not apply, an alternative period specified in the Client Services Schedule.

Insolvency Event means:

(a)the body corporate is liquidated, whether compulsorily or voluntarily (other than for the purpose of amalgamation or reconstruction whilst solvent);

(b)the body corporate becomes unable to pay its debts as they fall due or is unable to pay its debts within the meaning of the applicable insolvency laws;

(c)the body corporate enters into any arrangement with creditors;

(d)an application or order is made for the winding up or dissolution of, or the appointment of a provisional liquidator, to the body corporate or a resolution is passed, or steps are taken to pass a resolution for the winding up or dissolution of the body corporate otherwise than for the purpose of an amalgamation or reconstruction that has the prior consent of all shareholders;

(e)the body corporate becomes subject to external administration within the meaning of applicable insolvency law, including having a receiver or administrator appointed over all or any part of its assets or where a body corporate gives notice of intention to appoint an administrator; or

(f)anything analogous (such as analogous bankruptcy processes) or having a substantially similar effect to the events specified above occurs in relation to a party, including the court appointment of a receiver.

Intellectual Property means all copyright, patents, inventions, trade secrets, know­ how, product formulations, designs, circuit layouts, rights in databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.

Intellectual Property Rights means, for the duration of the rights in any part of the world, any Moral Rights, industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property, applications for the registration of any Intellectual Property and any improvements, enhancements or modifications to any Intellectual Property registrations.

Infringement Claim has the meaning given to that term in clause 10.1.

Liability means any expense, cost, liability, loss, damage, compensation, claim or entitlement (whether under statute, contract, equity, tort (including negligence), indemnity, or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to this Agreement.

Material means material in whatever form, including documents, reports, products, equipment, information, data and software.

Moral Rights means moral rights pursuant to the Copyright Act 1968 (Cth) or any rights analogous to the rights set out in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886.

Objection Period has the meaning given to that term in clause 22.1.3.

Payment Method has the meaning given to that term in clause 6.14.

Personal Information has the meaning given to that term in the Privacy Act, being information or an opinion about an identified individual, or an individual who is reasonably identifiable:

(a)whether the information or opinion is true or not; and

(b)whether the information or opinion is recorded in material form or not.

Personnel means the officers, employees, contractors or agents of a party.

Platform has the meaning given to that term in clause 1.1.

Platform Licence has the meaning given to that term in clause 4.2.1.

Privacy Act means the Privacy Act 1988 (Cth).

Privacy Policy means Cleverly AI’s privacy policy that can be found on the Website.

Production Environment means the live operating environment which is set up and configured for Users to access and use the Software, and which is not a UAT Environment or other test environment.

Scheduled or Emergency Maintenance has the meaning given to that term in clause 8.3(c).

Services means the Platform Licence and all other services agreed to be provided to you by Cleverly AI in accordance with the Agreement.

Term means the Initial Term and any period in which the Client continues to use the Platform and the Services following the expiry of the Initial Term (including the Extension Term), unless or until terminated in accordance with the terms of the Agreement.

Third Party Content has the meaning given to that term in clause 8.5(a).

Third Party Products means hardware, software, plant, equipment, applications or services created or provided by a third party, which is supplied or sold by Cleverly AI to the Client.

URL Terms means all terms, conditions, notices and disclaimers that are hyperlinked or referenced by URL address in this Agreement and are incorporated into this Agreement by that reference, including our Privacy Policy.

Updates means Platform updates, modifications, improvements or new versions or releases of the Platform which are provided or made available by Cleverly AI to the Client under the Agreement.

UAT Environment means an environment in which the Software is installed for the purposes of Acceptance Testing.

Upgrade Fee has the meaning given to that term in clause 6.11.

User means any individual who is granted access to use the Platform under clause 3.2.

Website means Cleverly AI’s website found at https://www.cleverlyai.com.au or such other URL used by Cleverly AI or the Platform from time-to-time.

22. GENERAL

22.1 Modification of Terms of Service

22.1.1The Terms of Service may be modified or updated by Cleverly AI from time­ to-time.

22.1.2Where Cleverly AI modifies the Terms of service, it will provide the Client with 30 days of written notice. Except to the extent set out in clause 22.1.3, all modifications to the terms will take effect when Cleverly AI publishes them on the Website.

22.1.3Where the modifications would have a substantial and detrimental impact on the Client, the Client may within 30 days of receiving notice of such modifications (Objection Period), object to the modifications in writing and ask Cleverly AI to agree to reasonable amendments to the modifications. If no objection is received in writing from the Client within the Objection Period, or the Client continues to use the Platform beyond the Objection Period and does not exercise its right to object, the Client will be taken to have agreed to the modification to the terms. If the parties fail to agree to an amendment, the Client shall have the right to terminate this Agreement, by providing written notice to Cleverly AI within 10 days of the expiry of the Objection Period.

22.2 Notices

22.2.1The Client can direct notices, enquiries, complaints to Cleverly AI using the following contact details:

(a)Address: Greenwood Business Park, Building 1/301, Burwood Highway, Burwood, Victoria, Australia 3125.

(b)Email: hello@cleverlyai.com.au

22.2.2Cleverly AI will send the Client notices and other correspondence using the contact details set out in the Client Services Schedule (if applicable) or as detailed at the Commencement Date, unless the Client notifies Cleverly AI of a change to such details from time-to-time. It is the Client’s responsibility to notify Cleverly AI of any update to its contact details as they change.

22.2.3A consent, notice or communication under the Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.

22.2.4The parties acknowledge and agree that this Agreement is binding upon each party if executed digitally and conveyed by electronic communication.

22.3 Assignment

22.3.1The Client may not assign or otherwise create an interest in the Agreement without prior written consent of the Cleverly AI (which shall not be unreasonably withheld).

22.3.2Cleverly AI may assign or otherwise create an interest in its rights under the Agreement by giving written notice to the Client.

22.4 Entire Agreement

The Agreement provides the entire understanding between the parties and supersedes all prior Agreements, arrangements, promises, assurances, warranties, representations, and communications, whether oral or written, relating to its subject matter.

22.5 Disclaimer

Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

22.6 Relationship

The relationship of the parties to the Agreement does not form a joint venture or partnership.

22.7 Subcontractors and Affiliates

Cleverly AI may engage subcontractors, service providers and its Affiliates to perform any part of the Services or operate any part of the Platform, provided that Cleverly AI remains responsible for the performance of its obligations under this Agreement. Without limitation, the Client acknowledges and agrees that Cleverly AI may use third-party hosting, infrastructure, data processing and AI model providers located in or outside Australia to support the delivery of the Platform and Services.

22.8 Waiver

No clause of the Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

22.9 Further Assurances

Each party must do anything necessary (including executing agreements and documents) to give full effect to the Agreement and the transaction facilitated by it.

22.10 Governing Law

The Agreement is governed by the laws of Victoria, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.

22.11 Severability

22.12Any clause, provision, or part provision of the Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of the Agreement.

22.13 Interpretation

The following rules apply unless the context requires otherwise:

(a)Headings are only for convenience and do not affect interpretation.

(b)The singular includes the plural and the opposite also applies.

(c)If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.

(d)A reference to a clause refers to clauses in these Client Terms of Service.

(e)A reference to legislation is to that legislation as amended, re enacted or replaced, and includes any subordinate legislation issued under it.

(f)Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.

(g)A reference to a party to these Terms of Service or another agreement or document includes that party's successors and permitted substitutes and assigns (and, where applicable, the party's legal personal representatives).

(h)A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.