Customer Agreement

CUSTOMER AGREEMENT (AKA PURCHASE AGREEMENT)

1. FORMING A BINDING AGREEMENT

A SavvyWise Pty Ltd (ACN 689 383 391) ("SavvyWise") provides AI tools for professionals (including accountants, bookkeepers and lawyers) to enable them to undertake Australian legal and regulatory research (including with respect to Federal and state tax law, employment law and audit and accounting standards) and to assist with other tasks including writing advice and emails, ideation, preparation for meetings and creating Excel formulas and macros.

B This agreement is between you ("Client" or "you") and SavvyWise and sets out the terms of the licence that SavvyWise is granting to enable you to use the SavvyWise Platform and the other Services provided by SavvyWise.

C In order to use the SavvyWise Platform and the other Services provided by SavvyWise, you must complete your details on the sign-up page on the SavvyWise Website; register for a SavvyWise client account; review these terms prior to clicking "Proceed to Payment" as made available for you to access by hyperlink in the statement "By proceeding to the payment, you are accepting the Purchase Agreement." which directs to www.savvywise.com.au/legal-policies/customer-agreement.

D If you are registering for a SavvyWise client account in order to use the SavvyWise Platform and the other Services provided by SavvyWise on behalf of a company or another organisation, then you are agreeing to the terms of this Agreement for that company or organisation and promising to SavvyWise that you have the authority to bind that company or organisation to the terms of this Agreement (and, in which case, the terms "you" and "your" or "Client" will refer to that company or organisation).

E By accepting the terms of this Agreement, you are also promising to SavvyWise that all of the information that you have provided about yourself and your company or organisation is true and correct. You understand that in giving you access to the SavvyWise Platform and providing other Services, SavvyWise is relying on this information.

F You agree that your use of the SavvyWise Platform and the other Services provided by SavvyWise is subject to the terms of this Agreement. If you do not agree to the terms of this Agreement, you must not use the SavvyWise Platform or the other Services provided by SavvyWise.

G Any use of the SavvyWise Platform or the other Services provided by SavvyWise will constitute evidence that you have read, understood and agreed to be bound by the terms of this Agreement.

H SavvyWise reserves the right to amend, vary, modify and/or replace the terms of this Agreement at any time, and from time to time, and such amendment, variation, modification and/or replacement shall be effective immediately upon posting to the SavvyWise Website. Your continued use of the SavvyWise Platform or use of the Services provided by SavvyWise after the time that the amendment, variation, modification and/or replacement becomes effective shall be deemed to be your acceptance of any amendments to the terms of this Agreement.

2. DEFINITIONS AND INTERPRETATION

2.1 Definitions

In this Agreement, unless the context requires otherwise:

"Advice" means any advice, statement, representation, opinion, suggestion, information, document, or data of any kind.

"Affiliate" means, in relation to any entity, any other entity that:

(a) is a Related Body Corporate of the first mentioned entity; or
(b) Controls, is Controlled by, or is under common Control with the first mentioned entity.

"Agreement" means the agreement formed between the Client and SavvyWise when the Client or one of its personnel clicked on the "Proceed to Payment" button to accept and agree to the terms of this document.

"Business Day" means a day that is not a Saturday, Sunday, the Easter public holiday, Christmas Day, Boxing Day, or New Year's Day.

"Claims" includes any claim, notice, demand, costs (including legal costs and expenses), debts, dues, liabilities, damages, losses, action, proceeding, litigation, investigation or judgment, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.

"Confidential Information" means all of the Information that is marked as confidential at the time it was provided or is of such a commercial and sensitive nature that the Recipient would understand that at the time that it is provided that it is confidential to the other party, other than any part of that Information that:

(a) is or becomes part of the public domain, otherwise than through a breach of confidentiality by the Recipient or any person to whom the Recipient has disclosed that Information; or
(b) the Recipient can prove by written records was developed or created by the Recipient prior to the Recipient receiving the Information from the Disclosing Party and independently of the Disclosing Party; or
(c) was received by the Recipient from a third party legally entitled to possess the Information and provide it to the Recipient.

"Content" means any text, images, audio recordings, video recordings, interactive media, templates, precedents, clauses, documents, wording suggestions, research, guides, tools, materials or other information, that is provided on or in connection with the SavvyWise Platform.

"Control" has the meaning given to that term by section 50AA of the Corporations Act and "Controlled" has the same meaning.

"Controller" means, in relation to a person's property a receiver or receiver and manager of that property; or anyone else who (whether or not as agent for the person) is in possession or has control of that property to enforce an Encumbrance.

"Corporations Act" means the Corporations Act 2001 (Cth).

"Disclosing Party" means a party that has disclosed Information to the other party or to whom the Information relates.

"Documentation" means the documentation provided in connection with the SavvyWise Platform which provide a user guide for the SavvyWise Platform.

"Encumbrance" means any mortgage, pledge, lien, option, hypothecation, charge (whether fixed or floating) or other form of security interest or interest in the nature of a security interest whatsoever.

"Event of Default" means any of the following events:

(a) a party breaching any material provision of this Agreement and failing to remedy the breach within 30 days after receiving notice requiring it to do so; or where that breach is incapable of remedy; or
(b) an Insolvency Event occurring in relation to a party.

"Free Period" means any period of time in which SavvyWise provides the Client the rights under this Agreement without requiring payment.

"Information" means:

(a) all information regardless of form (including information in relation to Intellectual Property Rights) that relates to the Disclosing Party, its businesses or affairs, and that, either before or after the date of this Agreement is disclosed directly or indirectly by any means to the Recipient by the Disclosing Party or any of its Relevant Persons or suppliers; or otherwise comes to the knowledge of the Recipient;
(b) any notes, reports and documents which contain or refer to the information described in clause (a); and
(c) in respect of SavvyWise's information, includes (but is not limited to) any information in respect of the business of SavvyWise or any of its Relevant Persons, including all information in respect of the SavvyWise Platform and all associated Intellectual Property Rights.

"Insolvency Event" means the occurrence of any of the following events in relation to any person:

(a) the person becomes insolvent as defined in the Corporations Act, states that it is insolvent or is presumed to be insolvent under an applicable law;
(b) the person is wound up, dissolved, or declared bankrupt;
(c) a liquidator, provisional liquidator, Controller, administrator, trustee for creditors, trustee in bankruptcy or other similar person is appointed to, or takes possession or control of, any or all of the person's assets or undertaking;
(d) the person enters into or becomes subject to any arrangement or composition with one or more of its creditors or any assignment for the benefit of one or more of its creditors; or
(e) anything occurs under the law of any jurisdiction which has a substantially similar effect to any of the other paragraphs of this definition,

unless the event occurs as part of a solvent reconstruction, amalgamation, merger, or consolidation that has been approved in writing by the other party to this Agreement.

"Intellectual Property Rights" means all intellectual and industrial property rights of whatever nature (whether or not registered or registrable) including, but not limited to:

(a) patents, copyrights, designs, trademarks, trade secrets, drawings, inventions, discoveries, research developments;
(b) any application or right to apply for registration of any of the rights in paragraph (a) and all renewals and extensions of those rights; and
(c) the right to have Confidential Information kept confidential.

"Interaction" means any usage of the SavvyWise Platform (which may include but are not limited to general AI use, a boosted message or a research message) and which are detailed at that time on the SavvyWise Website.

"Interaction Charge" with respect to an Interaction means the charge that is then currently applicable to that type of Interaction under the Client's Selected Tier and which are detailed at that time on the SavvyWise Website.

"Loss" means any debt or other monetary liability or penalty, fine or payment or any damages, losses, costs, charges, outgoings, or expenses of whatever description.

"Nominated Office" means the office that the Client specified when registering or updating its SavvyWise Client Account or if the Client operates a virtual office, the business conducted under the Australian Business Number that the Client specified when registering or updating its SavvyWise Client Account.

"Platform Fees" means the fees for the use of the SavvyWise Platform which the Client agreed to pay when registering or updating its SavvyWise Client Account.

"Recipient" means a party that has received information from another party or that otherwise comes into possession of information relating to another party.

"Related Body Corporate" has the meaning given to that term by section 9 of the Corporations Act.

"Relevant Person" means:

(a) in the case of the Client – each of the Client's Affiliates and each of the Client's or the Client's Affiliates' officers, directors, employees, contractors, consultants, agents, representatives and includes each User and any party that provides the Client with Content; and
(b) in the case of SavvyWise - each Affiliate of SavvyWise and each of SavvyWise's and its Affiliates' officers, directors, employees, contractors, consultants, agents and representatives.

"SavvyWise Client Account" means the account that the Client opened with SavvyWise to enable the Client to use the SavvyWise Platform.

"SavvyWise Platform" means the cloud based AI software platform provided by SavvyWise.

"SavvyWise Website" means the URL www.savvywise.com.au (or any other domain or sub-domain used by SavvyWise from time-to-time).

"Schedule" means each schedule to this Agreement, as amended or replaced from time to time to reflect changes to the terms of that schedule as agreed by the parties from time to time.

"Selected Tier" means the customer tier that the Client elected to join when registering or updating its SavvyWise Client Account.

"Services" means the licensing of the SavvyWise Platform and the use of any third party social media and messaging sites, channels, pages, groups and forums.

"Service Fees" means the Platform Fees and any other fees agreed by the parties from time to time and any Interaction Charges that are charged in excess of the Usage Credits available to the Client during a Usage Month under the Client's Selected Tier.

"Subscription Tiers" means the subscription tiers offered by SavvyWise from time to time for the use of the SavvyWise Platform as set out from time to time on the SavvyWise website.

"Super Admin" means the person that the Client has designated when registering or updating its SavvyWise Client Account as the person who will manage the SavvyWise Client Account on behalf of that Client and who will be solely responsible for the level of access to the SavvyWise Platform granted to the Client's other Users.

"Term" means the period of this Agreement which the Client nominated when registering or updating its SavvyWise Client Account.

"Terms of Use" means the terms of use which a User must agree to in order to use the SavvyWise Platform.

"Third Party Products" means services, products and/or Content provided by third parties.

"Usage Credits" means the credits available to the Client during each Usage Month under the Client's Selected Tier.

"Usage Fees" means the fees which the Client agreed to pay when registering or updating its SavvyWise Client Account for its usage of the SavvyWise Platform once the Client's Usage Credits in any period have been used up.

"Usage Month" means each month commencing on the day in the month in which the Client registered its SavvyWise Client Account and ending on the previous day in the next month, or if there is no previous day in the next month then the last day of the next month. (By way of example, if a client registers its SavvyWise Client Account on the 31st of March, the first usage month will start on that day and end on 30 April.)

"User" means a member of the Client's staff who is principally engaged to undertaking work in the conduct of the business of the Nominated Office to whom the Client gives access to the SavvyWise Platform pursuant to this Agreement.

2.2 Words and expressions

In this Agreement, unless the context requires otherwise:

(a) the singular includes the plural and vice versa;
(b) where a word or phrase is defined, its other grammatical forms have a corresponding meaning
(c) a reference to a party, clause, paragraph, schedule or annexure is a reference to a party, clause, paragraph, schedule or annexure to or of this Agreement;
(d) a reference to this Agreement includes any schedules or annexures;
(e) headings are for convenience and do not affect interpretation;
(f) a reference to any document or agreement includes a reference to that document or agreement as amended, novated, supplemented, varied or replaced from time to time;
(g) a reference to a party includes its executors, administrators, successors, substitutes (including persons taking by novation) and permitted assigns;
(h) words and expressions denoting natural persons include bodies corporate, partnerships, associations, firms, governments and governmental authorities and agencies and vice versa;
(i) a reference to any legislation or to any provision of any legislation includes: (i) any modification or re-enactment of the legislation; (ii) any legislative provision substituted for, and all legislation, statutory instruments and regulations issued under, the legislation or provision; and (iii) where relevant, corresponding legislation in any Australian State or Territory;
(j) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this document or any part of it; and
(k) the words "including", "for example", "such as" or other similar expressions (in any form) are not words of limitation.

2.3 Other rules of interpretation

In this Agreement, unless expressly provided otherwise:

(a) (Business Days) if the day on or by which any act, matter or thing is to be done is a day other than a Business Day, the act, matter or thing will be done on the next Business Day; and any money falls due for payment on a date other than a Business Day, that money will be paid on the next Business Day (without interest or any other amount being payable in respect of the intervening period); and
(b) (inconsistency within document) if a clause of this Agreement is inconsistent with any other agreement, schedule or annexure, this Agreement prevails to the extent of the inconsistency.

3. ACCESS

3.1 Access

(a) In consideration of payment of the Platform Fees, SavvyWise grants to the Client revocable, non-exclusive, non-transferable, non-sublicensable access rights for the Users to use the SavvyWise Platform solely for the conduct of the business of the Client in accordance with clause 3.2 solely for the Term, and on the terms and conditions set out in this Agreement and the Terms of Use.
(b) The Client understands and agrees that the Client's Super Admin will be solely responsible for providing access to the SavvyWise Platform to the Client's other Users (within the Super Admin's scoped remit) and as a result the Super Admin will be responsible for setting the extent to which any information and reports generated by the SavvyWise Platform is available to be accessed or reviewed by the Client's other Users.

3.2 Terms of Use Generally

(a) Notwithstanding any other term of this Agreement, SavvyWise may (and hereby reserves the right to) suspend the Client's access to the SavvyWise Platform if any of the Users commits a material breach of the terms of this Agreement or the Terms of Use.
(b) SavvyWise may suspend or limit access to the SavvyWise Platform from time to time for modification, upgrading or maintenance of that SavvyWise Platform and where it is able to do so will provide the Client with notice.
(c) SavvyWise reserves the right to amend, vary, modify and/or replace the Terms of Use at any time, and from time to time, and such amendment, variation, modification and/or replacement shall be effective immediately upon posting to the SavvyWise Website. The Client's and its User's continued use of the SavvyWise Platform shall be deemed to be the Client's and that User's acceptance of any amendments to those Terms of Use.

3.3 The Client's obligations

(a) The Client hereby unconditionally and irrevocably agrees to procure that each of its Users accepts and agrees to comply with the Terms of Use prior to accessing or using the SavvyWise Platform.
(b) The Client acknowledges and agrees it will:
- (i) be responsible for the accuracy and completion of the payment and contact details that the Client provides to SavvyWise;
- (ii) ensure that the configuration and outcomes of the SavvyWise Platform and the outcomes that the SavvyWise Platform is capable of delivering meet the Client's requirements;
- (iii) ensure that the SavvyWise Platform is used strictly in accordance with the terms of this Agreement and strictly in compliance with all applicable laws and regulations;
- (iv) be liable for any breach of this Agreement or the Terms of Use by any of the Users;
- (v) make every reasonable effort to prevent unauthorised access to the SavvyWise Platform;
- (vi) ensure that the Client's network and systems (including the email, web browser and other IT systems available to the Users) comply with the specifications SavvyWise provides from time to time; and
- (vii) comply with and procure that each of the Client's Relevant Persons complies with, any request by SavvyWise in connection with the SavvyWise Platform (including the Client's use and access), or otherwise in relation to this Agreement.

3.4 Control of SavvyWise Platform

The Client acknowledges and agrees that it will not:

(a) use the SavvyWise Platform other than as provided in this Agreement;
(b) make the SavvyWise Platform or its output available to any person other than to: (i) a User (being a person who is principally engaged to undertaking work in the conduct of the business of the Nominated Office); or (ii) a person that receives that output in the ordinary course of the conduct of the Client's business;
(c) access or attempt to access the source code of and data of the SavvyWise Platform;
(d) copy, reverse engineer, adapt, decompile, vary or modify the SavvyWise Platform;
(e) use the SavvyWise Platform to create, train, or improve (directly or indirectly) a substantially similar product or service, including, without limitation, any other content delivery or culture or personal improvement platform or service;
(f) use the SavvyWise Platform to undertake any activities in relation to any information or materials which breach any laws or regulations, infringe a third party's rights, or are contrary to any relevant standard or code;
(g) knowingly transmit to the SavvyWise Platform or use the SavvyWise Platform to transmit, any virus or other disabling feature;
(h) dispute SavvyWise's right to refuse a User access to the SavvyWise Platform and will comply with any request given by SavvyWise in that regard; and
(i) attempt any of the above acts or permit another person to do any of the above acts.

3.5 Availability of SavvyWise Platform

(a) The Client acknowledges and agrees that the SavvyWise Platform is provided on an "as is" and "as available" basis. While SavvyWise will use reasonable endeavours to provide the SavvyWise Platform to the Client and the Users, the Client unconditionally and irrevocably acknowledges and agrees that the SavvyWise Platform may not be continuous or fault-free and may not be available at all times. Events which are outside SavvyWise's reasonable control may also affect the SavvyWise Platform. The SavvyWise Platform may contain bugs, errors or inaccuracies that could cause failures, corruption or loss of data and/or information from the Client's device, any of the Client's User's devices and from peripherals (including without limitation, servers, computers, tablets and smart phones) connected to the Client's device or to any of the Client's User's devices.
(b) The Client assumes all risks and costs associated with the Client's use and the use by the Users of the SavvyWise Platform and any internet access fees, including all data and roaming changes. In addition, SavvyWise is not obliged to, and may not provide the Client with any maintenance or technical support for the SavvyWise Platform.

3.6 Features

(a) SavvyWise may offer certain features only to users on certain Subscription Tiers and in the future may block certain features that are currently available to users of a particular Subscription Tier. Subject to any agreement by SavvyWise to the contrary, the Client acknowledges and agrees that SavvyWise may, at any time in its absolute SavvyWise's discretion, without notice to the Client:
- (i) add, remove, or limit access to certain Subscription Tiers;
- (ii) add, remove, or vary the nature or terms of, the features associated with any Subscription Tiers offered by SavvyWise, except for any existing subscription for which the Client has agreed to a minimum contract period; and
- (iii) make changes available to Client, or only available to certain users (such as new users).
(b) Any references to features of the SavvyWise Platform that are "coming soon" or any other similar term that indicates that a feature is not yet available does not impose any representation or commitment that the feature will be available within a specified period of time or at all.

4. CONTENT

4.1 Third Party Products

(a) The Client acknowledges and agrees that the ongoing operation of the SavvyWise Platform is dependent on third-party services, such as but not limited to: (i) hosting services; (ii) email services; and (iii) analytics services.
(b) The Client understands that certain components or features of the SavvyWise Platform may include Third Party Products.
(c) The Client acknowledges and agrees that SavvyWise: (i) is not responsible for the availability of any Third Party Products; (ii) does not endorse or warrant the accuracy of any Third Party Products; and (iii) shall in no way be liable for any loss or damage the Client incur or suffer, or allege to have incurred or suffered, either directly or indirectly, as a result of the Client's use and/or reliance upon any Third Party Products.

4.2 The Client's use of the SavvyWise Platform

(a) The Client understands and agrees that the SavvyWise Platform derives insights from the manner in which the Users choose to respond or fail to respond to the SavvyWise Platform.
(b) The Client acknowledges and agrees that, to the extent permitted by law, SavvyWise is not liable for the manner in which the Users respond or fail to respond to the SavvyWise Platform or to the manner in which the Client chooses to use or ignore any insights or information generated by the SavvyWise Platform.
(c) The Client understands and agrees that any data or insights that the SavvyWise Platform derives from the manner in which the Client and the Users use the SavvyWise Platform will be available to SavvyWise to provide the Client and the Users with access rights to the SavvyWise Platform; to provide the Client with insights that the Client may use in the conduct of its business; to fix any error in the SavvyWise Platform; to upgrade, develop or improve the SavvyWise Platform; or to fix, upgrade, develop or improve SavvyWise's other products or services, subject to the applicable provisions of any relevant legislation including, without limitation, privacy legislation.
(d) The SavvyWise Platform may provide links to other websites or apps. Those links are provided for convenience only and may not remain current or be maintained. SavvyWise is not responsible for the content or privacy practices associated with third party service providers, websites or apps.

5. SERVICE FEES

5.1 Service Fees Generally

The Client must pay to SavvyWise the Service Fees according to the Client's then current Selected Tier.

5.2 Service Fees for the SavvyWise Platform

(a) In utilising the SavvyWise Platform, the Client will be required to commence payment for the services other than during any Free Period.
(b) Other than during any Free Period, the Client agrees to pay the Platform Fees annually in advance on a recurring annual basis until Termination and the other Service Fees on demand when such Service Fees are incurred.
(c) The Client agrees that any paid Services Fees are forfeited upon Termination.
(d) The Client acknowledges and agrees that it is not entitled to access the SavvyWise Platform or receive any content until all outstanding Service Fees have been paid.

5.3 Alteration to Service Fees

(a) The Client acknowledges and agrees that the Usage Credits, Service Fees will vary depending on the Client's Selected Tier and the Interaction Charges applied to the Interactions undertaken by the Client during each Usage Month.
(b) Usage is determined by reference to the number of the Interactions that the Client undertakes during a Usage Month and the Interaction Charges that apply to those Interactions.
(c) The Client will need to pay additional Service Fees according to any usage of the SavvyWise Platform due to the aggregate of the Client's Interaction Charges during a Usage Month exceeding the Usage Credits available to that Client during the Usage Month under the Client's Selected Tier.
(d) Usage Credits that are not used during any Usage Month will automatically roll over to the next Usage Month.
(e) Upon any renewal of the Term, SavvyWise may vary the Usage Credits, Service Fees and the Interaction Charges that apply to the Client's Selected Tier by giving the Client not less than 30 days' written notice. Unless the Client notifies SavvyWise in writing before the effective date of the variation that it wishes to terminate this Agreement, the Client is deemed to have accepted the varied Usage Credits, Service Fees and Interaction Charges. Continued use of the SavvyWise Platform after the effective date constitutes acceptance of the new Usage Credits, Service Fees and Interaction Charges.

5.4 Payment terms

All Platform Fees must be paid in advance and other Service Fees must be paid at the end of the Usage Month and be paid:

(a) in accordance with the payment arrangements agreed by the Client when registering or updating its SavvyWise Client Account;
(b) by credit card or on receipt of an invoice; or
(c) by payment to SavvyWise using the method agreed by the Client when registering or updating its SavvyWise Client Account; and

in immediately available funds and without set-off, counter claim, condition or, unless required by law, deduction or withholding.

5.5 Failure to pay Service Fees and other money

(a) If the Client fails to pay any Service Fees or other money owing to SavvyWise within seven (7) days of the relevant due date, SavvyWise will automatically suspend the Client's SavvyWise Client Account and the Client will not be able to access the SavvyWise Platform or the other Services until such time as all outstanding monies due and owing to SavvyWise have been paid.
(b) SavvyWise reserves the right to charge the Client interest at the rate of 15% per annum, calculated daily and capitalised monthly on the last day of each month, on all monies which the Client owes to SavvyWise which are not paid by the relevant due date.
(c) SavvyWise may also recover from the Client any legal and other costs incurred by SavvyWise in enforcing this Agreement and recovering overdue monies from the Client.

5.6 Set-off

The Client agrees, consents, and authorises SavvyWise to set off any monies which SavvyWise may owe to the Client any monies which the Client may owe SavvyWise, from time to time.

6. REPRESENTATIONS, WARRANTIES AND LIABILITIES

6.1 Mutual representations and warranties

Each party represents and warrants that:

(a) it is duly incorporated under the laws of the place of its incorporation;
(b) it has full legal capacity and power to own property and carry on its business and enter into and perform its obligations under this Agreement.
(c) it has taken all corporate and other action required and obtained or been granted all consents, approvals, permissions and authorisations, whether internal or external, necessary to enable it to enter into and perform its obligations under this Agreement;
(d) this Agreement constitutes a valid and legally binding obligation of it in accordance with its terms (except to the extent limited by equitable principles and laws affecting creditors' rights generally); and
(e) the execution, delivery and performance of this Agreement will not contravene any law regulation, order, judgment or decree of any court or government agency which is binding on it or any of its property, any provision of its constitution or equivalent documents, or any agreement, undertaking or instrument which is binding on it or any of its property.

6.2 SavvyWise warranty

SavvyWise represents and warrants that during the Term it will use commercially reasonable efforts to cause the SavvyWise Platform to operate in accordance with the applicable Documentation for the SavvyWise Platform and will materially conform to any specifications contained in the Documentation.

7. DISCLAIMER AND LIABILITY

7.1 No Advice

(a) The Client unconditionally and irrevocably acknowledges and agrees on its own behalf and on behalf of the Users that SavvyWise is a software provider only; and unless otherwise expressly stated, SavvyWise is not, in Australia or any other jurisdiction in the world purporting to provide and the output of the SavvyWise Platform does not provide legal, accounting, tax, financial, compliance or other professional advice of any kind.
(b) All Content hosted or made available on or through the Services is provided: (i) for general information purposes only, and does not constitute Advice of any kind (legal, compliance, financial, or otherwise) to Client, the Users, the Client's customers or any other person; and (ii) without any regard whatsoever to the personal legal, compliance, financial, or other circumstances of any person.
(c) All statements, representations, estimations, projections, or forecasts made in or through the Services by SavvyWise or any other person (whether relating to the present or the future) are expressions of opinion only, and do not necessarily represent SavvyWise's opinion or have SavvyWise's endorsement.
(d) Before acting on, or relying upon, any Content hosted or made available on or through the Services, the Client must and must procure that the Users:
- (i) undertake their own investigations and enquiries;
- (ii) form their own professional view based on their own knowledge, experience and skills or otherwise seek independent legal, accounting, tax, financial, compliance, business, technical and other professional Advice from appropriately qualified professional advisors; and
- (iii) are solely responsible for their own professional, legal, financial, and other decisions and any results, consequences, or outcomes experienced by the Client or any third party (such as a client) arising from their use of the Services;
- (iv) are solely responsible for complying with all applicable laws and professional standards and regulations in relation to the Client's business; and
- (v) to the extent that the Services assist the Users to comply with their professional obligations, any such assistance is a suggestion only and SavvyWise make no statements or representations, and give no warranties or guarantees to the Client, that the Client may fully comply with the Client's professional obligations solely by using the Services.

7.2 Disclaimer

(a) Except for the express representations and warranties in clauses 6.1 and 6.2, SavvyWise disclaims all express or implied representations, warranties, guarantees and conditions with regard to the SavvyWise Platform, other than any express representations and warranties in the Documentation.
(b) THE SERVICES ARE DELIVERED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS, SUBJECT TO ALL LATENT AND PATENT DEFECTS (IF ANY). IN THIS CONTEXT, SAVVYWISE DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.
(c) Artificial Intelligence technologies are rapidly evolving and subject to constant change and refinement. The body of content which the SavvyWise Platform references (such as legislation and case law) is also in a state of constant change. Although SavvyWise is working to minimise such occurrences, SavvyWise does not guarantee that the SavvyWise Platform or the Services will not make errors or experience so-called 'hallucinations' whereby system outputs (such as references to legislation or case law) are factually inaccurate. Currently, this is a well-known trade-off within the information technology industry, where productivity is enhanced at the cost of the risk of errors. SavvyWise is working towards reducing the rate of errors over time. To that end, the Client acknowledges and agrees that the Client will be responsible for verifying the accuracy and validity of any outputs of the SavvyWise Platform. SavvyWise accepts no liability for any Loss suffered by the Client or any other person to the extent that the Client fails to do so.
(d) SavvyWise makes no representations or warranties regarding the suitability, performance, merchantability or fitness for purpose or the results that the Client (or any of the Client's Relevant Persons) may obtain by using the SavvyWise Platform other than any express representations and warranties in any Documentation.
(e) The Client acknowledges and agrees that the Client is solely responsible for the manner in which the Users use or respond to the SavvyWise Platform and for the manner in which the Client or any User chooses to use or ignore any insights generated by the SavvyWise Platform.
(f) The Client must ensure that the SavvyWise Platform is suitable and compatible with the Client's technical and operating environment (including any change in such environment).
(g) SavvyWise will not be liable if the Client is unable to use the SavvyWise Platform due to any incompatibility or fault or incorrect configuration of the Client's equipment or an interference, network congestion or outages on the network connecting the Client with the SavvyWise Platform.
(h) The Client acknowledges and agrees that SavvyWise does not control the transfer of data over communications facilities.

7.3 Limitation of liability

(a) To the maximum extent permitted by law, SavvyWise's maximum liability to the Client for any breach of this Agreement is limited to having agreed deficiencies in the SavvyWise Platform rectified or the payment of the cost of having the agreed deficiencies in the SavvyWise Platform rectified.
(b) If SavvyWise is unable to rectify the agreed deficiencies in the SavvyWise Platform, the Client is entitled to recover the portion of the Platform Fees paid to SavvyWise for such agreed deficiencies in the SavvyWise Platform and such refund shall be SavvyWise's total maximum liability.

7.4 Exclusion of liability

To the maximum extent permitted by law, SavvyWise excludes liability for any consequential or indirect loss or damage (including by way of example, loss of profit, loss of opportunity, loss of goodwill, loss of business, damage to reputation, business interruption, loss or corruption of data and loss of privacy of communications) which may or does arise in connection with the SavvyWise Platform or otherwise in connection with this Agreement or any breach of it, or any fraud or wilful misconduct by or on behalf of SavvyWise and/or any of its Relevant Persons.

7.5 Indemnity

(a) Each Party ("Indemnifying Party") irrevocably and unconditionally indemnifies and will keep indemnified and hold harmless the other Party ("Indemnified Party") and each of its Relevant Persons from and against (and must upon demand pay the Indemnified Party and each of its Relevant Persons (as relevant) an amount equal to) all Loss which the Indemnified Party or any of its Relevant Persons suffers or incurs or in connection with a Claim made by any person against the Indemnified Party or any of its Relevant Persons, of any kind, which arise as a direct or indirect result of or in connection with any breach by the Indemnifying Party or any of its Relevant Persons of this Agreement.
(b) In addition, the Client irrevocably and unconditionally indemnify and will keep indemnified SavvyWise and hold harmless SavvyWise and each of its Relevant Persons from and against (and must upon demand pay SavvyWise and each of its Relevant Persons (as relevant) an amount equal to) all Loss which SavvyWise or any of its Relevant Persons suffers or incurs or in connection with a Claim made by any person against SavvyWise or any of its Relevant Persons, of any kind, which arise as a direct or indirect result of or in connection with the Client's use, failure to use or misuse of the SavvyWise Platform or which arise as a direct or indirect result of or in connection with the manner in which the Users respond or fail to respond to or otherwise rely on the SavvyWise Platform or to the manner in which the Client or any User chooses to use or ignore any insights generated by the SavvyWise Platform.

8. SURVIVAL OF REPRESENTATIONS AND INDEMNITIES

8.1 Representations and warranties

All representations and warranties in this Agreement will survive the execution and delivery of this Agreement, will remain in full force and effect for the term of this Agreement and, are and will be given with the intent that liability under the representations and warranties will not be confined to breaches discovered prior to the date of this Agreement.

8.2 Indemnities

Each indemnity in this Agreement is a continuing obligation; constitutes a separate and independent obligation of the party giving the indemnity from its other obligations under this Agreement; and will survive termination of this Agreement.

9. INTELLECTUAL PROPERTY

9.1 Intellectual Property rights

The Client acknowledges and agrees that:

(a) SavvyWise (or its Relevant Persons) owns or licences all of the Intellectual Property Rights in the SavvyWise Platform, the systems, processes, content and background technology used to provide the SavvyWise Platform and any data, information or materials related to or arising from the use of the SavvyWise Platform;
(b) nothing in this Agreement gives the Client any proprietary right to the SavvyWise Platform and its associated Intellectual Property Rights; and
(c) all Intellectual Property Rights created by the Client's use (or the use by any of the Client's Relevant Persons) of the SavvyWise Platform or otherwise in connection with this Agreement (other than with respect to any data input by the Client into the SavvyWise Platform) will vest and be owned by SavvyWise (and the Client hereby assigns to SavvyWise all such existing and future Intellectual Property Rights).

10. CONFIDENTIALITY

10.1 SavvyWise's use of Confidential Information

(a) SavvyWise may use any Confidential Information owned by or pertaining to the Client to provide the Client with access rights to the SavvyWise Platform; to fix any error in the SavvyWise Platform; to upgrade, develop or improve the SavvyWise Platform; or to fix, upgrade, develop or improve SavvyWise's other products or services, and SavvyWise may disclose any such Confidential Information to any third party engaged by SavvyWise for one of more of those purposes. SavvyWise will use its reasonable efforts to ensure that such third party complies with obligations of confidence similar to those required by this clause 10.
(b) Subject to clause 10.1(a), SavvyWise must keep the Client's Confidential Information confidential and ensure that any such third parties and advisers keep it confidential and must not disclose this information to any person except: (i) with the Client's prior written consent; (ii) to the extent required by law; or (iii) to any advisers who have a need to know the Confidential Information, but only to the extent they have a need to know; and before disclosure, are directed by SavvyWise to keep the Confidential Information confidential.
(c) Notwithstanding anything else contained in this Agreement, the Client must not rely on the Services as a primary means of storing Content or other data.
(d) Whilst SavvyWise considers that it uses best practice policies and procedures to prevent data loss, SavvyWise is not responsible for any damage, loss, cost, liability, expense, injury or death of any kind and however arising including penalties, fines and interest whether prospective or contingent and any amounts that for the time being are not ascertained or ascertainable (Loss) that the Client may suffer due to not appropriately backing up Content and other data outside of the Services.

10.2 The Client's use of Confidential Information

The Client must keep SavvyWise's Confidential Information confidential and ensure that the Client's Relevant Persons and the Client's advisers keep it confidential and must not disclose this information to any person except:

(a) with the prior written consent of SavvyWise;
(b) to the extent required by law; or
(c) to any of the Client's Relevant Persons or the Client's advisers who have a need to know the Confidential Information, but only to the extent they have a need to know; and before disclosure, are directed by the Client to keep the Confidential Information confidential.

10.3 Deemed breach

A Recipient will be deemed to have breached its obligations under this clause 10 if any of its Relevant Persons or advisers commits any act or omission that, if committed by the Recipient, would be a breach of this Agreement.

10.4 Acknowledgment

Each Recipient acknowledges that:

(a) the Disclosing Party may suffer commercial or other loss and damage if the Confidential Information of the Disclosing Party is used by any third party, or disclosed or made available to any third party by the Recipient other than in accordance with this Agreement;
(b) damages may be an inadequate remedy to protect the interests of the Disclosing Party if the Recipient breaches the provisions of this clause 10; and
(c) the Disclosing Party is entitled to seek and obtain injunctive relief or any other remedy, in any court, against the Recipient for breach of this clause 10.

11. PRIVACY

11.1 Privacy Policy

(a) SavvyWise maintains a privacy policy in compliance with the provisions of the Privacy Act 1989 (Cth) for data that it collects about the Client, the Users and any other person who uses the SavvyWise Platform ("Privacy Policy").
(b) By using the SavvyWise Platform: (i) the Client acknowledges and agrees that it is responsible for obtaining all consents required with respect to any personal data that it collects and provides to SavvyWise; (ii) the Client consents and agrees to the collection, processing and use of personal data about the Client and the Users and information about the Client and the Users from the manner in which they use or respond to or fail to respond to the SavvyWise Platform which SavvyWise will use in accordance with the Privacy Policy, which is incorporated into, and forms an integral part of this Agreement; and (iii) the Client acknowledges that the Client accepts and agrees to be bound by the terms of the Privacy Policy.
(c) The Client confirms and agrees that it has read and understood Privacy Policy and agrees that all personal information collected by SavvyWise is subject to the Privacy Policy.

11.2 Location data and cookies

The SavvyWise Platform may use location data and cookies to improve the Client's experience while using the SavvyWise Platform, which also send browsing information back to SavvyWise Platform. By continuing to use the SavvyWise Platform, the Client consents to the use of location data and cookies.

12. PUBLICITY

The Client consents to SavvyWise listing the Client as a client on SavvyWise's website, blogs, social media accounts and in other marketing materials. Subject always to clause 10, SavvyWise may describe, generally, the services provided under this Agreement to the Client.

13. FORCE MAJEURE

SavvyWise is not liable for any failure to perform or delay in performing its obligations under this Agreement if that failure is due to anything beyond SavvyWise's reasonable control.

14. NOTICES

14.1 Method

All notices, requests, demands, consents, approvals, offers, agreements or other communications ("notices") given by a party under or in connection with this Agreement must be:

(a) in writing;
(b) signed by a person duly authorised by the sender or, where transmitted by e mail, sent by a person duly authorised by the sender;
(c) directed to the intended recipient's address (as specified in Schedule 1 or as varied by any notice); and
(d) hand delivered, sent by prepaid post or transmitted by e mail to that address.

14.2 Receipt

A notice given in accordance with this clause is taken as having been given and received:

(a) if hand delivered, on delivery;
(b) if sent by prepaid post, either: (i) on the day on which the relevant postal service estimates delivery will occur; or (ii) on the first day of the period during which the relevant postal service estimates delivery will occur, (iii) based on the most recent estimate published by the relevant postal service as at the date on which the notice is sent; or
(c) if transmitted by e mail, on transmission,

but if the delivery or transmission is not on a Business Day or is after 5.00PM (recipient's time) on a Business Day, the notice is taken to be received at 9.00AM (recipient's time) on the next Business Day.

14.3 Addresses

Unless varied by notice in accordance with this clause 14, the contact details of the parties are set out in Schedule 1.

14.4 Requirement for written notice

For the avoidance of doubt, the requirement in clause 14.1(a) applies to all notices unless expressly excluded and no implication to the contrary is to be drawn from the use of the expressions "written" or "in writing" in relation to some but not all notices.

15. TERM AND TERMINATION

15.1 Term

(a) The Term shall take effect on and from the Commencement Date of this Agreement, as such period may be extended pursuant to clause 15.1(b) or for such longer period as the parties may agree in writing unless this Agreement is terminated earlier in accordance with clause 15.2.
(b) The Term will automatically renew by default for a year on the last day of the current Term, regardless of the payment frequency (whether annually or monthly), unless the Client amends the length of Term by means of updating its SavvyWise Client Account on the SavvyWise Website. For example, in the absence of any amendment being made by a client that has an annual subscription, the term of that client's subscription will renew each year for a further year, even if Fees are being paid monthly (i.e. 1/12th of the annual subscription price, paid monthly).
(c) SavvyWise will endeavour to notify the Client prior to the renewal date of the Term. However, if SavvyWise fails to notify the Client or the Client does not receive the notification for any reason, this will not prevent the renewal of the Term.

15.2 Termination of the Agreement

This Agreement will terminate with immediate effect:

(a) by written agreement between the parties;
(b) by SavvyWise if the Client fails to pay any outstanding Service Fees within thirty days of the date the payment was due.
(c) at the end of the then current Term unless the Client renews its SavvyWise Client Account prior to the end of the then current Term;
(d) by either party providing a written notice to the other party if an Event of Default occurs in respect of the other party.

15.3 Effect of Termination

(a) The Client and each of its Users will immediately cease to have access to the SavvyWise Platform upon termination of this Agreement and all Usage Credits available to the Client at the time of termination will be forfeited.
(b) Termination of this Agreement does not affect any accrued rights or remedies of either party.
(c) Upon the termination of this Agreement, SavvyWise's obligation to provide the Client and its Users with access to the SavvyWise Platform will terminate and the Client will cease to use any of SavvyWise's Confidential Information in any manner whatsoever and will return all Confidential Information to SavvyWise and will pay to SavvyWise all amounts due under this Agreement as at the date of termination.
(d) The Client acknowledges and agrees that SavvyWise will have no obligation to maintain any of the Customer's data for more than thirty (30) days beyond the date on which this Agreement is terminated.
(e) SavvyWise shall be entitled if it so elects to do so to retain (i) one copy of Client's data if it is required to do so for reasons of compliance with its legal, regulatory or compliance obligations, and (ii) any of the Client's data contained in electronic files created pursuant to automatic archiving and back-up procedures in the ordinary course of business, and (iii) any of the Client's data that is held on a de-identified basis.

15.4 Survival

This clause and clauses 2, 7, 8, 9, 10, 11, 12, 14, 16, 17 and 18 survive termination of this Agreement.

16. DISPUTE RESOLUTION

(a) If a dispute arises out of or in relation to this Agreement ("Dispute") no party to the Dispute ("Disputant") will start arbitration or court proceedings (except proceedings seeking interlocutory relief) unless it has complied with this clause 16.
(b) A party claiming that a Dispute has arisen must notify each other Disputant in writing giving details of the Dispute and its proposal for a resolution.
(c) For a 14-day period after a notice is given ("Initial Period") each Disputant must use all reasonable endeavours to resolve the Dispute and a director of each Disputant will meet within the first seven days of that period with that aim.
(d) If the Dispute remains unresolved at the end of the Initial Period, it must be referred, by written notice from a Disputant to the other Disputant, to mediation by: (i) a person agreed on by the Disputants; or (ii) if agreement is not reached within seven days of the notice for referral, a mediator nominated by the chairman of the Victorian Bar Association.
(e) The mediation will be conducted using such technology as the mediator may approve in writing. In all cases, the mediation will be conducted in English, and the Disputants will be entitled to legal representation.
(f) Each Disputant will use all reasonable endeavours to resolve the Dispute through mediation as soon as is practical, including, but not limited to, providing the mediator with all information relevant to the Dispute.
(g) Any information or documents disclosed by a Disputant under this clause must be kept confidential and may not be used except to attempt to resolve the Dispute.
(h) Each Disputant must bear its own costs of complying with this clause 16 and the Disputants must bear equally the mediator's costs.
(i) If the Dispute is still not resolved within 21 days of appointment of the mediator, a Disputant that has complied with this clause 16 may request the mediator to terminate the dispute resolution process and if the mediator consents in writing to the termination of the mediation, that Disputant may terminate the dispute resolution process by giving notice to the other Disputant.

17. GST AND SALES TAX

17.1 Definitions

For the purposes of this clause 17, Taxable Supply, Consideration and GST will have the meaning given to those terms in section 195-1 of the GST Act.

17.2 Exclusive of GST

If anything done, or required to be done, under this Agreement, or anything done in settlement of the consequences of a breach of any representation or warranty or other clause of this Agreement, constitutes a Taxable Supply by one party to another party, unless otherwise provided in this Agreement, the Consideration for that Taxable Supply will be exclusive of any GST.

17.3 Consideration to be increased

If the party making the Taxable Supply is liable for any GST on that Taxable Supply, subject to that party issuing a valid tax invoice (or adjustment note) to the party that receives the Taxable Supply, the Consideration received will be increased so that the party making the Taxable Supply receives, net of the GST liability, the Consideration otherwise calculated pursuant to this Agreement.

17.4 Sales tax

Unless otherwise expressly stated in an invoice, all amounts payable under this Agreement are expressed to be exclusive of added tax, any similar sales tax, value added tax, goods and services tax or any tax that replaces sales taxes. Any tax payable in relation to any such amounts shall be paid in addition to those amounts, provided that a valid invoice is issued by the supplying party in relation to that supply. If any deductions or withholdings are required by law to be made from any amounts payable (other than in relation to income tax liability), the receiving party must promptly increase the sum it pays to the supplying party by the amount necessary to leave the supplying party with an amount equal to the sum it would have received if no such withholdings or deductions had been made.

18. GENERAL

18.1 Entire agreement

This Agreement constitutes the entire agreement between the parties in relation to its subject matter. All prior discussions, undertakings, agreements, representations, warranties and indemnities in relation to that subject matter are replaced by this Agreement and have no further effect.

18.2 Paramountcy of Agreement

If this Agreement conflicts with any other document, agreement or arrangement, this Agreement prevails to the extent of the inconsistency.

18.3 Relationship between parties

This Agreement does not create a relationship of employment or partnership between the parties. Other than as expressly contemplated in this Agreement, no party may act or hold itself out as having the authority for another party or any way bind or commit another party to any obligation.

18.4 No merger

The provisions of this Agreement will not merge on completion of any transaction contemplated in this Agreement and, to the extent any provision has not been fulfilled, will remain in force.

18.5 Amendment

This Agreement may not be amended or varied unless the amendment or variation is in writing signed by all parties.

18.6 Assignment

(a) The Client must not assign, transfer or otherwise deal with this Agreement or any right under this Agreement without the prior written consent of SavvyWise.
(b) SavvyWise may assign, transfer or otherwise deal with any of its rights or obligations under this Agreement, in whole or in part, to any Affiliate or bona fide purchaser of its business or assets by giving the Client written notice, and the Client consents to any such assignment or transfer without further act or deed.

18.7 Severability

Part or all of any provision of this Agreement that is illegal or unenforceable will be severed from this Agreement and will not affect the continued operation of the remaining provisions of this Agreement.

18.8 Waiver

Waiver of any power or right under this Agreement: (a) must be in writing signed by the party entitled to the benefit of that power or right; and (b) is effective only to the extent set out in that written waiver.

18.9 Rights, remedies additional

Any rights and remedies that a person may have under this Agreement are in addition to and do not replace or limit any other rights or remedies that the person may have.

18.10 Further assurances

The Client must do or cause to be done all things necessary or reasonably desirable to give full effect to this Agreement and the transactions contemplated by it (including, but not limited to, the execution of documents).

18.11 Electronic delivery of document

If a party delivers an executed counterpart of this Agreement or any other document executed in connection with it ("Relevant Document") by electronic means: (a) the delivery will be deemed to be an effective delivery of an originally executed counterpart; and (b) the party will still be obliged to deliver an originally executed counterpart, but the failure to do so will not affect the validity or effectiveness of the Relevant Document.

18.12 Governing law and jurisdiction

This Agreement will be governed by and construed in accordance with the laws in force in the State of Western Australia and the Federal Court of Australia and the courts of appeal from those courts and each party submits to the exclusive jurisdiction of those courts.