AIIM LICENSING TERMS

Date Last Updated: 2 July 2025.

These terms and the AIIM Client Management System Agreement form the contract (Contract) between you and us in relation to the licensing, provision and use of the AIIM Solution.

1. Interpretation

1.1 Capitalised terms used in this Contract are defined in clause 14.1.

1.2 The interpretation rules that apply to this Contract are set out in clause 14.2.

2. Commencement and duration of Contract Term

2.1 This Contract commences on the date when it has been signed by both parties (Commencement Date) and continues until the end of the Initial Subscription Period, unless terminated earlier in accordance with its terms or extended for one or more additional Subscription Periods in accordance with clause 3.1 below (the Contract Term).

2.2 You may only use the AIIM Solution while you have an active Subscription Period and may not use the AIIM Solution during any period in which your use of the AIIM Solution has been suspended under the Contract.

3. Additional Subscription Periods and extension of Contract Term

3.1 When your Subscription Period is due to come to an end, the parties may mutually agree in writing to extend the Contract Term and your Solution Licence for an additional 12-month Subscription Period (and any other required changes to the Solution Licence, including to the Licensed User Number), in which case:

(a) we will notify you of the new annual Licence Fee that will apply for the additional 12-month Subscription Period (and any other required changes to the Solution Licence, including to the Licensed User Number);

(b) if you accept that Licence Fee (and other required changes), you may extend the Contract Term for that additional 12-month Subscription Period by paying (on or before the due date) that annual Licence Fee; and

(c) upon your payment of the applicable Licence Fee in accordance with clause 3.1(b), the Contract Term and your Solution Licence will then be extended and continue for the period of that additional 12-month Subscription Period on those updated terms.

3.2 You may request to change the Licensed User Number that will apply in the next Subscription Period prior to commencing that new Subscription Period (and before paying the applicable Licence Fee for that new Subscription Period) in accordance with clause 3.1 above. If that change to the Licensed User Number (and the adjusted Licence Fee) is then agreed by both parties , the revised Licensed User Number will then take effect upon the commencement date of the new Subscription Period. The relevant request must have been provided in writing and received by us at least 21 days before the commencement of the new Subscription Period, but in any event before you have paid the Licence Fee in respect of the new Subscription Period. Otherwise, the Licensed User Number for the new Subscription Period will be the same as the Licensed User Number that applied during your previous Subscription Period. For avoidance of doubt, you will not be entitled to reduce the Licensed User Number that applies to a Subscription Period after that Subscription Period has commenced or the Licence Fee has been paid for that Subscription Period.

3.3 If at the end of your then-current Subscription Period:

(a) the parties have not agreed to extend the Contract Term for an additional Subscription Period; or

(b) you have not accepted and paid the applicable Licence Fee (on or before the due date) for that additional Subscription Period, in accordance with clause 3.1 above, the Contract and your Licence to the AIIM Solution will expire (and your rights to access, receive and use the AIIM Solution will cease) at the end of your then-current Subscription Period.

4. Licence to AIIM Solution

4.1 Subject to your payment of the applicable Licence Fee(s) and your compliance with the terms of this Contract, we grant to you a nonexclusive, non-transferable, royalty-free licence to:

(a) access, receive and use (with no right to resell) the AIIM Solution for your own internal business purposes; and

(b) sublicense the rights specified in paragraph (a) to the number of authorised End Users allowed under your then-current Licensed User Number (and who have been duly identified and authorised in accordance with clause 5 below) to exercise on your behalf, for the duration of your active Subscription Period(s) in accordance with the terms of this Contract (the Solution Licence or Licence).

4.2 You acknowledge and agree that the Solution Licence is personal to you and your authorised End Users. You must not (and must ensure that your End Users and other Personnel do not) provide, share, grant, enable or permit access to the AIIM Solution by any other person without first obtaining our written permission (which must not be unreasonably withheld, but, if granted, may be granted subject to the authorisation of that other person and your payment of additional Licence Fees).

4.3 Unless otherwise permitted by this Contract or at law, you must not (and must ensure that your End Users and other Personnel do not):

(a) copy all or part of the AIIM Solution, or allow all or part of the AIIM Solution to be copied, other than as expressly permitted under this Contract, without first obtaining our written permission (which must not be unreasonably withheld, but, if granted, may be granted subject to your payment of additional Licence Fees);

(b) remove any trademark, trade name, proprietary, copyrights, trade secret or warning legend from the AIIM Solution;

(c) publish, distribute or commercialise all or any part of the AIIM Solution, or any adaptation, modification or derivative of the AIIM Solution;

(d) sell, rent, lease, sublicense, assign or transfer all or any part of the AIIM Solution or any rights under this Contract; or

(e) translate, reverse engineer, decompile or disassemble the AIIM Solution or otherwise derive the source code of the AIIM Solution or alter, modify or create derivative works based on the AIIM Solution, or permit any third party to do so.

4.4 You must not (and must ensure that your End Users and other Personnel do not) except as expressly permitted by this Contract:

(a) sub-licence or provide the AIIM Solution (or any copies of it) to any third party or permit any other third party to access or use the AIIM Solution (or any copies of it); or

(b) use the AIIM Solution on behalf of or for the benefit of any third party, including through any consulting, service-bureau, time-sharing, rental or services of any other kind, without first obtaining our written consent (which must not be unreasonably withheld, but, if granted, may be granted subject to the authorisation of that other person and your payment of additional Licence Fees).

4.5 In order to access, receive and use the AIIM Solution, you must have paid the applicable Licence Fee(s) and have an active Subscription Period.

5. End Users

5.1 Number of End Users

(a) You may authorise up to the Licensed User Number of individuals to access and use the AIIM Solution at any one time. These individuals must be approved as End Users in accordance with clause 5.3.

(b) No more than the Licensed User Number of persons may be actively using or accessing the AIIM Solution concurrently.

5.2 Increasing the Licensed User Number

(a) You may increase your Licensed User Number at any time during a Subscription Period by submitting a written request to us and paying any additional Licence Fees we specify for that increase.

(b) Once the increase takes effect, the updated Licensed User Number will apply for the rest of that Subscription Period and will carry into subsequent Subscription Periods unless you choose to reduce it under clause 5.3.

5.3 Decreasing the Licensed User Number

(a) You may only reduce your Licensed User Number as of the start of a new Subscription Period.

(b) To do this, you must give us written notice of the lower Licensed User Number you wish to apply before paying the Licence Fee for the new Subscription Period (and, in any event, before that new Subscription Period begins).

(c) If you do not request a reduction before paying for the new Subscription Period, your existing Licensed User Number (and associated Licence Fee) will continue for that period.

5.4 Reassigning End User Licences

(a) An End User licence may only be reassigned to a different individual once every 60 days, unless the existing End User ceases employment or engagement with your organisation.

(b) After any such reassignment, the individual previously holding that licence must immediately cease access to and use of the AIIM Solution.

(c) This clause 5.4 does not reduce your ability to remove an End User altogether (under clause 5.5), but does limit how frequently you can swap a licence slot from one individual to another.

5.5 Self Management of End Users

(a) You do not need to request our approval each time you add or remove an End User. You can manage this process on your own systems or within the AIIM Solution’s administrative tools (where applicable).

(b) You remain responsible for ensuring that your End Users comply with this Contract (including any acceptable use or prohibited conduct requirements).

5.6 Conduct of End Users

(a) You must ensure all End Users and relevant Personnel comply with this Contract.

(b) You must ensure that End Users do not use the AIIM Solution for any unlawful or prohibited purpose. This includes, without limitation, harassing others, sending spam or chain letters, violating privacy rights, or promoting hate, violence, or discrimination.

6. Your responsibilities

6.1 Overview

(a) In order for you to use and enjoy the benefit of the AIIM Solution, you will need to perform (or comply with) certain obligations as set out in this clause 6.

(b) You must comply with (and ensure that your End Users and other Personnel comply with) the Licence conditions and your obligations under this Contract. If you are in breach of your Licence conditions or the other provisions of this Contract, we will give you written notice providing you with a reasonable opportunity to remedy the breach (generally 14 Business Days, unless we agree otherwise or the circumstances require a shorter timeframe) . If you do not remedy the breach within that period, we may suspend your Solution Licence and rights to access and use the AIIM Solution (without prejudice to any other available rights or remedies we may have).

6.2 Information and materials

You must provide all information and materials required to enable us to provide the Solution Licence. We will not be liable for any Loss arising from our reliance on, or your failure to provide or delay in providing, or any inaccuracy, omission or other def ect in, any such information or materials from you, except to the extent caused or contributed to by our negligent or wrongful conduct.

6.3 Procuring Underlying Microsoft Software and Services

You acknowledge and agree that:

(a) the Licence to the AIIM Solution does not cover or include any Underlying Microsoft Software and Services; and

(b) accordingly you will need to procure (at your own cost) your own licences and associated services (including any required hosting, operating, provision, management and support and maintenance services) in relation to any Underlying Microsoft Software and Services that you need to access, use and enjoy the benefit of the AIIM Solution in accordance with your Licence rights.

6.4 In order to access, use and enjoy the benefit of the AIIM Solution in accordance with your Solution Licence, you must have (and continue to have throughout the Contract Term):

(a) active licence agreements for the Underlying Microsoft Software and Services; and

(b) an active Subscription Period with us, in which your use of the AIIM Solution has not been suspended.

Otherwise, you will not able to access and use the AIIM Solution during any period in which you do not have such agreements (and services/licences) in place.

6.5 Compliance with law

You must not (and must ensure that your End Users and other Personnel do not) use the AIIM Solution for any unlawful purpose or in contravention of the terms of the Contract.

7. Not-for-profit status

7.1 Representation and Warranty

(a) You represent and warrant that, as of the Commencement Date and at all times during the Contract Term (unless otherwise notified under clause 7.2), you are an NFP Entity.

7.2 Notification of Status Change

(a) You agree to promptly notify us in writing if you cease (or reasonably foresee that you will cease) to be an NFP Entity. This notice must be provided as soon as practicable and without undue delay after you become aware of the change in status.

7.3 Transition to Commercial Arrangement

(a) If you cease to be an NFP Entity, we will work with you in good faith to modify this Contract to reflect new commercial terms appropriate for for-profit entities. This may include, but is not limited to, increasing the Licence Fees or adding new charges to align with our standard commercial pricing.

(b) The parties will use reasonable efforts to agree on and document these new terms in writing (e.g., by way of a variation agreement). If we cannot reach agreement within 90 days (or such longer period as we both agree), either party may terminate this Contract immediately by giving written notice to the other.

7.4 Continuing Obligations

(a) Until we have agreed in writing on new terms or have terminated under clause 7.3, you remain bound by the existing terms of this Contract.

(b) However, once you have provided notice under clause 7.2, we may charge you pro-rated fees (or additional fees) backdated to the date you ceased to be an NFP Entity, if that date precedes the final agreement on revised commercial terms.

8. Audit rights

8.1 Record-keeping

You must keep full and adequate accounts, documents and records (which are complete, accurate and up-to-date) in sufficient detail to allow us to determine your compliance with:

(a) the scope and conditions of your Solution Licence (including your Licensed User Number); and

(b) your other obligations under this Contract.

8.2 Audits

(a) We may from time to time conduct an audit to confirm your compliance with:

(i) the scope and conditions of your Solution Licence (including your Licensed User Number); and

(ii) your other obligations under this Contract.

We must give you reasonable prior notice (of at least fourteen Business Days) of the relevant audit and the relevant audit must be conducted during Business Hours only. An audit may be conducted by our Personnel (including internal or external auditors and advisers).

(b) If we conduct an audit under this clause, you must:

(i) give us and our Personnel (including internal and external auditors and advisers) full access at all reasonable times to:

(A) your Personnel, premises, computer systems, accounts, documents and records (including those maintained under clause 8.1); and

(B) all data and information in the possession or control of you and your Personnel, for the purposes of the audit; and

(ii) promptly and efficiently give us and our Personnel (including internal and external auditors and advisers) any assistance and cooperation that we or they reasonably require for the purposes of the audit.

(c) We and our Personnel (including internal and external auditors and advisers) will comply with your reasonable security requirements in the course of conducting any audit under this clause 8.

(d) Without limiting our other available rights and remedies, if an audit identifies any breach (or breaches) of:

(i) the scope and conditions of your Solution Licence (including your Licensed User Number); or

(ii) your other obligations under this Contract, you must, at your own cost, do all things necessary to remedy such breach (or breaches), including by paying any additional Licence Fee(s) (or uplift in those fees) and other costs payable for exceeding your Licensed User Number or other violations of your Solution Licence.

(e) Information and data that is obtained by or on our behalf during any audit under this clause 8 will be used for the purpose described in clause 8.2(a), and the enforcement of rights or obligations related to this Contract.

9. Fees, invoicing and payment

9.1 Licence Fees

(a) For each Subscription Period, you must pay us the applicable Licence Fee for the Solution Licence.

(b) In addition, you may be required to pay us additional Licence Fees in circumstances where the parties have agreed to increase the Licensed User Number in accordance with clause Error! Reference source not found. or you otherwise require additional licence rights (for example, under clauses 4.2, 4.3(a) or 4.4).

9.2 Invoicing

We will invoice you:

(a) annually in advance for the applicable Licence Fee(s) payable for the upcoming Subscription Period:

(i) upon the Start Date; and

(ii) upon (or shortly prior to) the commencement of any additional Subscription Period(s) that the parties have agreed to enter into in accordance with clause 3.1 above, and for any other additional one-off Licence Fees that are payable by you in circumstances where the parties have agreed to increase the Licensed User Number in accordance with clause Error! Reference source not found. or you otherwise require additional licence rights (for example, under clauses 4.2, 4.3(a) or 4.4), we will invoice you in advance upon the parties agreeing to the relevant variation and associated fee; and

(b) monthly in arrears for any other amounts payable under this Contract (if any), specifying:

(d) the bank account details to which such payment is to be made; and

(e) the due date by which you must make that payment, such date being no earlier than 15 days after the date the relevant invoice is issued.

9.3 Payment

You must pay each invoice by electronic transfer within 15 days of the date of the relevant invoice.

9.4 Suspension and overdue interest

If you fail to pay an invoice by the date which is 15 Business Days after it is due and payable under clause 9.3, we may (without prejudice to any other available rights or remedies we may have):

(a) charge you interest on the overdue amount, compounded daily and accruing from (and including) the payment due date until (but excluding) the date of payment, at a rate equal to [the overdraft rate for business lending of [insert bank]] ; and/or

(b) suspend your Solution Licence and rights to access and use the AIIM Solution, but only after:

(i) we have given you a written notice providing you with a further 10 Business Days to pay the overdue invoice; and

(ii) you have then failed to pay that overdue invoice in full within that period.

9.5 GST

Unless otherwise stated, all fees are GST exclusive. If GST is payable on a supply we make under or in connection with this Contract, you must pay to us an additional amount equal to the GST payable on that supply (GST Amount) and we will issue a tax invoice to you. The GST Amount must be paid to us without set off, deduction or requirement for demand, at the same time as the GST exclusive consideration is payable.

10. Intellectual Property

10.1 Ownership

(a) We, or our third-party licensors, are (and will remain) the owners of all Intellectual Property Rights in and to the AIIM Solution (including any improvements, developments or modifications to the AIIM Solution).

(b) Any open source or third-party software (3P Software) provided as part of the AIIM Solution (or otherwise) is provided subject to the licensing terms of the relevant third party licensors (3P Licensors).

(c) This Contract does not assign or transfer to you any rights or title to, or interest in, those Intellectual Property Rights referred to in paragraphs (a) and (b).

(d) You must not use any Intellectual Property Rights of us or the 3P Licensors, except as permitted by (and in accordance with) the terms of this Contract.

10.2 Reporting third party claims of infringement

If it comes to your attention that any person alleges that:

(a) your (or your End Users' or other Personnel's) access, receipt or use of the AIIM Solution infringes the rights of any other person or organisation; or

(b) our rights (or those of our 3P Licensors) in relation to the AIIM Solution are open to any form of challenge, (each, an Infringement Claim), you must not make any admissions but must promptly report the matter in writing (giving reasonable particulars) to us.

10.3 Remedy

If someone commences, or we reasonably believe that someone is likely to commence an Infringement Claim, then:

(a) we may (at our option):

(i) procure the rights for you to continue to use the AIIM Solution or other affected materials (as the case may be) free of any claim or liability for infringement; or

(ii) replace or modify the affected part of the AIIM Solution or materials (as the case may be) in a manner that is reasonably acceptable that ceases the relevant infringement or alleged infringement; and

(b) if we are unable (or we determine that we will not be able) to remedy the Infringement Claim by taking the above actions, then either party may (as each party's sole remedy) terminate the Contract with immediate effect upon notice, in which case clause 11.4 will apply.

10.4 Ceasing to Trade – Source Code Release

(a) Trigger Event: If we permanently cease trading (e.g., liquidation) and are unable to assign or novate our support obligations to a suitable provider, we will provide you with the AIIM Solution’s source code (“Released Source Code”).

(b) Scope of Licence: Subject to your compliance with the Contract and payment of outstanding amounts, we grant you a nonexclusive, royalty-free licence to use the Released Source Code internally for your own organisational needs, in perpetuity. This licence does not permit you to sell, sublicense, distribute, or otherwise make the Released Source Code available to third parties (other than your own Personnel or advisers, who must keep it confidential).

(c) No Transfer of Ownership: All Intellectual Property Rights in the Released Source Code remain with us (or our licensors). Except for the limited licence in this clause, no title or ownership passes to you.

(d) Confidential Information: The Released Source Code is our Confidential Information. You must protect it as required by the confidentiality provisions of this Contract.

(e) Disclaimer: Because we are ceasing operations, we provide the Released Source Code “as is,” with no ongoing maintenance or warranties, to the fullest extent permitted by law.

11. Termination

11.1 Termination for breach. If:

(a) either party commits a material breach of this Contract which is not capable of remedy;

(b) either party commits a material breach of this Contract which is capable of remedy and fails to remedy the breach within 30 days of receiving notice from the other party requiring it to do so; or

(c) you materially breach clause 4, clause 6.5 or clause 10, the non-defaulting party may terminate the Contract for cause with immediate effect by providing written notice to the defaulting party.

11.2 Termination for non-payment

If you fail to pay an invoice by the date when it is due and payable under clause 9.3 and:

(a) we have exercised our suspension rights under clause 9.4(b) (after provision of the required reminder notice and expiry of the timeframes described in that clause); and

(b) you have then failed to pay that overdue invoice in full within 28 days of commencement of that suspension, we may then terminate the Contract for cause with immediate effect by providing written notice to you.

11.3 Termination for insolvency or bankruptcy

Subject to any applicable statutory stay on the exercise of such rights under this clause (including under the Corporations Act), if a party or its Holding Company suffers an Insolvency Event, the non-defaulting party may terminate the Contract for cause with immediate effect by providing written notice to the defaulting party.

11.4 Termination giving rise to a pro-rata refund

If either party terminates the Contract with immediate effect by providing written notice in the circumstances (and manner) described in any of:

(a) clause Error! Reference source not found. (our right to terminate with respect to NFP Entity status);

(b) clause 10.3(b) (our right to terminate with respect to Infringement Claims); or

(c) clause 11.1 (your right to terminate with respect to our material breach pursuant to either 11.1(a) or 11.1(b)), then without limiting clause 11.6 below:

(d) we will provide you with a reasonable pro-rata refund of any prepaid Licence Fees to reflect the then-remaining period of your Subscription Period; and

(e) in the case of termination occurring under the rights described in clauses Error! Reference source not found., Error! Reference source not found. or 11.4Error! Reference source not found., neither party will be liable for any Loss suffered or incurred by the other party as a result of that termination, except to the extent caused or contributed to by the relevant party's negligent or wrongful conduct.

11.5 Termination for convenience

Either party may terminate this Contract for convenience at any time by providing prior written notice to the other party at least 28 days before the commencement date of what would be the next Subscription Period, and that termination will take effect on the end date of the then-current Subscription Period. For clarity, if either party terminates in accordance with this clause 11.5 during a Subscription Period, then the parties will not have agreed to extend the Contract Term for an additional Subscription Period, and extension-related actions in clauses 3.1 and 3.2 will not need to be performed (or can cease, if they had already started).

11.6 Consequences of termination

If the Contract is terminated or expires (for any reason), then:

(a) your Solution Licence (and your rights to access, receive and use the AIIM Solution) under clause 4.1 will cease on the Disengagement End Date;

(b) you must cease (and ensure that all of your End Users and other Personnel cease) using the AIIM Solution and each of its components on or before the Disengagement End Date; and

(c) you must, on or before the Disengagement End Date, pay any unpaid Licence Fees or other amounts which are then owing under the Contract.

11.7 Clauses surviving

Any indemnity and any obligation of confidence under this Contract is independent of, and shall survive termination or expiry of, this Contract. Any other term which by its nature is intended to survive termination or expiry of this Contract shall survive that termination or expiry, including clauses 4.2-4.5, Error! Reference source not found., 6, 9, 10, 11.6, 11.7, 12, 13 and 14.

12. Liability

12.1 Limitation and exclusion of liability

(a) Subject to clauses 12.2 or 12.3 and except where to do so would contravene any statute or cause any part of this clause to be void or unenforceable, each party:

(i) excludes any and all liability to the other party (whether arising in contract or tort (including negligence) or under any statute) for any Consequential Loss under or in connection with this Contract; and

(ii) limits its liability for Losses arising under or in connection with this Contract:

(A) in any Contract Year, to the amount of the applicable Liability Cap for that Contract Year; and

(B) after the termination or expiry of this Contract, to the amount of the applicable Liability Cap for that period.

For clarity, the limitation included in this clause 12.1(a)(ii) does not apply to amounts expressly specified as payable by one party to another under the Contract.

(b) In the event that we supply you with any defective goods or services (including software), you agree to notify us in writing and grant us a reasonable opportunity to remedy the relevant defect or underlying issue by taking one or more of the following actions:

(i) in relation to goods (including software), we may repair or replace the goods or pay the cost of having the goods repaired or replaced; and

(ii) in relation to services, we may re-supply the services or pay the cost of having the services re-supplied.

(c) Each party's liability to pay compensation for any Loss of the other party is reduced to the extent that the liability was caused by the other party.

(d) If a party suffers a Loss in connection with this Contract for which the other party is liable, the party suffering that Loss must use its best efforts to mitigate its loss.

12.2 Australian Consumer Law

Where you acquire as a Consumer:

(a) goods or services of a kind ordinarily acquired for personal, domestic or household use or consumption, the operation of the Consumer Guarantees cannot be, and are not in the Contract, excluded, restricted or modified; and

(b) other goods and services, we limit our liability for a failure to comply with any Consumer Guarantee (other than:

(i) a Consumer Guarantee as to title, encumbrances or undisturbed possession of goods conferred by the Australian Consumer Law; or

(ii) where to do so would otherwise cause all or part of this clause to be void), as described in clause 12.1(b), and we do not exclude or limit the operation of the Consumer Guarantees under any other provision of this Contract or in any other manner and the parties agree it is fair and reasonable in all the circumstances for our liability to be so limited.

12.3 Exceptions

The limitations and exclusions of liability in clause 12.1 do not apply to:

(a) obligations to pay Licence Fees;

(b) any breach of confidentiality; or

(i) the other party's Intellectual Property Rights; or

(ii) any Intellectual Property Rights licensed to that party by a third party.

13. General

13.1 Force majeure

Neither party will be liable to the other party for any failure or delay in performing its obligations (other than obligations to pay money) to the extent caused by circumstances beyond its reasonable control (including, without limitation, illness of its personnel or any service interruptions or other performance issues affecting utilities, internet and other third-party services).

13.2 Our relationship

We enter into this Contract as an independent contractor. Nothing in this Contract deems either party to be an employee, partner, agent, joint venturer, partner or representative of the other party.

13.3 Dispute resolution

If either party has any issue in relation to the Contract or the AIIM Solution, that party agrees to notify the other party in writing of the details of the relevant issue and both parties must use reasonable endeavours to resolve the issue through discussions before commencing any court or tribunal proceedings (except for proceedings seeking interlocutory relief).

13.4 Entire agreement

This Contract supersedes any previous agreements between the parties in connection with its subject matter.

13.5 Variation

Any variation to this Contract must be in writing and signed by both of the parties to be effective.

13.6 Assignment and transfer

Neither party may assign, transfer, novate or otherwise dispose of its rights or obligations under the Contract (in whole or in part) to another party without obtaining the prior written approval of the other party.

13.7 Waiver

A delay by a party in exercising a right, power or remedy will not amount to a waiver of that right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver to be effective.

13.8 Severability

A term or part of a term of this Contract that is illegal or unenforceable will be severed from the Contract (to the extent of the illegality or unenforceability) and the remaining terms of the Contract will continue in full force and effect.

13.9 Governing law and jurisdiction

This Contract is governed by and interpreted in accordance with the laws of New South Wales. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and the courts having appeal from them.

14. Definitions and interpretation

14.1 Defined terms

In this Contract, unless the context requires otherwise:

ACNC mean the Australian Charities and Not-for-profits Commission as defined by the Australian Charities and Not-for-profits Commission Act 2012 (Cth).

Australian Consumer Law has the meaning given to that term in section 4 of the Competition and Consumer Act 2010 (Cth).

Business Day means a day other than a Saturday, Sunday or public holiday in Sydney, New South Wales.

Business Hours means 9am to 5pm on Business Days.

AIIM Solution means the cloud-based software platform known as the 'Consensus for Purpose Solution', an advanced contract and matter management platform designed to streamline legal, procurement and contracting processes, but excluding any Underlying Microsoft Software and Services and any other third party software that you choose to use with the AIIM Solution).

Commencement Date, for this Contract, has the meaning given to that term in clause 2.1.

Confidential Information of a party (the Disclosing Party) means all information (regardless of the form of disclosure or the medium used to store it) that is:

(a) treated by the Disclosing Party as confidential or which the other party (the Recipient) knows (or ought to know) is confidential; and

(b) disclosed by the Disclosing Party to the Recipient, or of which the Recipient becomes aware through the Recipient's involvement with the Disclosing Party, whether before or after the Commencement Date of this Contract, and in the case of us, includes the AIIM Solution and the information contained in this Contract.

Consequential Loss means:

(a) any loss of profit, loss of revenue, loss of capital, loss of goodwill, loss of or damage to reputation, loss of savings, loss of data, loss of customers, loss of use or loss of benefits;

(b) any downtime costs, delay costs or service interruption costs;

(d) any other Losses suffered by a party that cannot reasonably be considered to arise naturally (that is, according to the usual course of things) from the relevant breach or event giving rise to that Loss, but excluding a party's liability to pay any debt that is due for payment.

Consumer has the meaning given to that term in section 3 of the Australian Consumer Law.

Consumer Guarantees means the statutory guarantees conferred in relation to the supply of goods or services to a Consumer under the Australian Consumer Law and other similar legislation of Australian states and territories.

Contract has the meaning given to that term at the top of page 1 of this document.

Contract Term means the term of this Contract as defined in clause 2, consisting of:

(a) the Initial 12-month Subscription Period (starting on the Commencement Date); plus

(b) any additional 12-month Subscription Period(s) subsequently entered into by the parties in accordance with clause 3.1. Contract Year means each 12-month period commencing on the Commencement Date or any anniversary of the Commencement Date.

Corporations Act means the Corporations Act 2001 (Cth).

Disclosing Party has the meaning given to that term in the definition of Confidential Information, above.

Disengagement End Date means:

(a) if the Contact is terminated before its natural expiry, the date which is 30 days after the date of termination; or

(b) if the Contract expires naturally, the date of expiry of the Contact.

End User means:

(a) each named individual member of your Personnel; and

(b) each named individual who is a Volunteer for your organisation, who has been duly identified and authorised in accordance with clause Error! Reference source not found. as a licensed end user to access and use the AIIM Solution under the terms of your Solution Licence.

For avoidance of doubt, the maximum number of named individuals you may authorise (and permit to access and use the AIIM Solution) as licensed End Users at the same time is limited to (and must not exceed) your then-current Licensed User Number (as updated from time to time in accordance with clauses 3.2 or Error! Reference source not found., as applicable).

Holding Company has the meaning given to that term in section 9 of the Corporations Act.

Infringement Claim has the meaning given to that term in clause 10.2.

Initial Subscription Period means the initial subscription period specified in item 2(a) of the table in Schedule 1.

Insolvency Event:

(a) for a person in Australia, means any one or more of the following events occurs in respect of that person:

(i) a resolution is passed for the winding up of that person (other than for the purposes of reconstruction or amalgamation, which, in the case of a party, is on terms which have been previously approved in writing by the other party);

(ii) a liquidator, provisional liquidator, receiver, receiver and manager, voluntary administrator, or administrator of a deed of company arrangement is appointed to, or a mortgagee takes possession of, all or any part of the business, property or assets of that person;

(iii) that person makes any composition or arrangement or assignment with or for the benefit of its creditors;

(iv) that person or any creditor appoints a voluntary administrator, or a resolution is passed for that person to execute a deed of company arrangement;

(v) that person ceases, or threatens to cease, to carry on its business; or

(vi) that person becomes unable to pay its debts as and when they become due; or

(b) for a person in any other jurisdiction, means any event analogous or equivalent to the events described in paragraph (a) of this definition occurs in respect of that person.

Intellectual Property Rights or IPR means all intellectual property rights which may subsist anywhere in the world, now or in the future, including but not limited to the following rights:

(a) patents, copyright, rights in circuit layouts, registered designs, know-how, inventions, trade and service marks (including goodwill in those marks), domain names, business names and trade names, moral rights and any right to have Confidential Information kept confidential; and

(b) any application, or right to apply, for registration of any of the rights referred to in paragraph (a); and

(c) all rights of a similar nature to any of the rights referred to in paragraphs (a) and (b) that may subsist anywhere in the world, whether or not such rights are registered or capable of being registered.

Liability Cap means:

(a) for the first Contract Year, an amount equal to the total of all Licence Fees and other amounts paid by you to us under this Contract during that Contract Year;

(b) for any other Contract Year, an amount equal to the total of all Licence Fees and other amounts paid by you to us under this Contract during the previous Contract Year; and

(c) after the termination or expiry of the Contract, an amount equal to the total of all Licence Fees and amounts paid by you to us under this Contract during the final Contract Year of this Contract.

Licence Fee means the applicable licence fee payable by you in respect of each Subscription Period and your licence to the AIIM Solution as granted under clause 4 of this Contract. The Licence Fee may also refer to an additional one-off licence fee that is payable by you in circumstances where the parties have agreed to increase the Licensed User Number in accordance with clause Error! Reference source not found. or you otherwise require additional licence rights (for example, under clauses 4.2, 4.3(a) or 4.4). For the avoidance of doubt:

(a) the applicable Licence Fee for the Initial Subscription Period is the licence fee as specified in item 4(a) of Schedule 1;

(b) the applicable Licence Fee for any additional Subscription Period that the parties agree to enter into in accordance with clause 3.1 will be the licence fee for that additional Subscription Period as notified to you by us under clause 3.1(a); and

(c) the applicable additional one-off Licence Fee that is payable for increasing the Licensed User Number in accordance with clause Error! Reference source not found. or granting you additional licence rights (for example, under clauses 4.2, 4.3(a) or 4.4) will be the licence fee that is notified to you by us at or around the time of making such changes .

Licensed User Number means the maximum number of End Users you are permitted to authorise to access and use the AIIM Solution as licensed 'End Users' at the same time under the terms of your Solution Licence (and who must have been duly identified and authorised as licensed 'End Users' in accordance with clause Error! Reference source not found.).

For avoidance of doubt:

(a) the applicable Licensed User Number for the Initial Subscription Period is the number of End Users as specified in item 3(a) of Schedule 1;

(b) if the parties agree to enter into any additional 12-month Subscription Period in accordance with clause 3.1, you may request to change the Licensed User Number that will apply in that new Subscription Period in accordance with clause 3.2 (prior to commencing the new Subscription Period and before paying the applicable Licence Fee for that new Subscription Period). Otherwise, the Licensed User Number in the new Subscription Period will be the same as the Licensed User Number that applied during the previous Subscription Period; and

(c) the parties may agree in writing to increase the Licensed User Number at any time in accordance with clause Error! Reference source not found., subject to your payment of the additional Licence Fees (as notified by us) that are payable for the additional number of End Users you require.

Loss means any liabilities, losses, damages, costs and expenses (including legal costs and expenses, regardless of whether incurred or awarded) arising in contract, tort (including negligence) or otherwise.

NFP Entity means an organisation that does not operate for the profit, personal gain or other benefit of particular people or which is registered with the ACNC.

Personnel means, in relation to a party, the officers, employees, contractors (including subcontractors) and agents of that person (and the officers, employees, contractors and agents of its subcontractors) (but in the case of a party to this Contract, excludes the other party and their Personnel).

Recipient has the meaning given to that term in the definition of Confidential Information, above.

Solution Licence or Licence means the licence granted by us under clause 4.1 for you and your End Users to access and use the AIIM Solution during your active Subscription Period(s).

Start Date means the date on which a production version of the AIIM Solution is made available for access and use by you and your End Users. This date will be after the necessary work scheduled under clause Error! Reference source not found. is performed by us.

Subscription Period means:

(a) the Initial Subscription Period; and

(b) any additional subscription periods which you purchase and enter into by paying the applicable Licence Fees in accordance with clause 3.1 above.

Support means the support services described in item Error! Reference source not found. of Schedule 1.

Underlying Microsoft Software and Services means any software licensed by a Microsoft entity (including the 'Microsoft Power Apps' (or any future update or replacement of that software suite) and related services which you require in order to use and enjoy the benefit of the AIIM Solution. we, us, our and Sharing Minds refer to Sharing Minds Pty Ltd (ABN 76 130 695 653).

you, your and Customer refers to the customer identified in Schedule 1 and on the signing page attached to this Contract.

Volunteer means an individual person who works or provides services for your organisation as a volunteer on an unremunerated basis (and who is not considered an employee, contractor or officer of your organisation).

14.2 Interpretation - In this Contract, unless the context requires otherwise:

(a) the singular includes the plural and vice versa, and a gender includes other genders;

(b) another grammatical form of a defined word or expression has a corresponding meaning;

(c) a reference to a clause, paragraph, schedule, exhibit or annexure is to a clause or paragraph of, or schedule, exhibit or annexure to, this Contract, as amended from time to time in accordance with its terms, and a reference to this Contract includes any schedules, exhibits or annexures attached to this Contract;

(d) a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;

(e) a reference to A$, $A, AUD, dollar or $ is to Australian currency;

(f) a reference to time is to the time in Sydney, New South Wales, Australia;

(g) if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day;

(h) a reference to a party is to a party to this Contract, and a reference to a party to a document includes the party's executors, administrators, successors and permitted assigns and substitutes;

(i) a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;

(j) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(k) the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;

(l) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this Contract or any part of it; and

(m) headings are for ease of reference only and do not affect interpretation.

Schedule 1 – Commercial details

Refer to the AIIM Client Management System Agreement.