TERMS & CONDITIONS Dated : 7 March 2019 BERFAWN PTY LTD t/as THE BRIDGE DIGITAL SOLUTIONS And USERS OF THE SOFTWARE SOFTWARE DEVELOPMENT AND SUPPORT AGREEMENT A. The Bridge Digital Solutions is the developer, owner and authorised licensor of Base Software. B. The Parties wish to set in place an Agreement whereby certain items of that Base Software may be:  licensed to the Client;  supported for the Client; and/or  implemented for the Client through the provision of project services, upon the Parties entering into an Addendum to this Agreement in respect of those Base Software items and associated services. C. The Parties wish to record their Agreement on the terms and conditions set out in this document. THE PARTIES AGREE in consideration of, among other things, the mutual promises contained in this Agreement: OPERATIVE PROVISIONS 1 GOOD FAITH 1.1 Each Party must act in good faith towards the other Parties in relation to matters arising from or relating to this Agreement. 2 DEFINED MEANINGS 2.1 Words and expressions used in this Agreement and the rules of interpretation that apply are set out and explained in the Defined Terms & Interpretation Clause at the back of this Agreement. 2.2 Words and expressions defined in the Corporations Act 2001 but not defined in the Defined Terms & Interpretation Clause at the back of this Agreement, have the meaning given to it in the Corporations Ac 2001; and 2.3 Words and expressions defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) but not defined in the Defined Terms & Interpretation Clause at the back of this Agreement or the Corporations Act, have the meaning given to it in A New Tax System (Goods and Services Tax) Act 1999 (Cth). 3 LICENCE OF BASE SOFTWARE 3.1 Grant of Licence. The Bridge Digital Solutions grants to the Client a perpetual and irrevocable (subject to Clauses 14 and 15) licence: 3.1.1 to use and communicate each part of the Base Software and the Documentation relating to it solely for the Client's business purposes and subject to Clause 3.3.4, to make necessary copies of both for backup and security purposes; 3.1.2 to sublicense its rights under Clause 3.1.1 to any related body corporate (as that term is used in the Corporations Act 2001 (Cth)) of the Client; and 3.2 Source Materials. Where Schedule 1 of the relevant Addendum provides that Source Materials will be supplied for any Base Software, the Licence set out in Clause 3.1 will extend to such Source Materials. 3.3 Restrictions on licence. The Client agrees: 3.3.1 not to decompile, disassemble, reverse engineer or otherwise attempt to derive the Base Software source code from object code except to the extent expressly permitted by this Agreement; 3.3.2 not to sell, rent, lease, license, sublicense, display, time share or otherwise transfer the Base Software to, or permit the use of the Base Software by, any third party, except to the extent specified in the Licence; 3.3.3 not to modify or alter the Base Software or merge all or any part of the Base Software with any other software without The Bridge Digital Solutions’ written permission; 3.3.4 subject to the following sub-Clauses and without seeking to exclude or limit the application of sections 47B(3), 47C, 47D, 47E or 47F of the Copyright Act 1968 (Cth), to not copy the Base Software in whole or part. The Client however: 3.3.4.1 may make such number of copies of the Base Software as is necessary to serve its internal needs for system’s back-up and security. All copies of the Base Software and the media in which the copies are contained shall be and remain the property of The Bridge Digital Solutions; 3.3.4.2 shall mark all copies of the Base Software and the media in which the copies are contained with a notice of The Bridge Digital Solutions’ ownership of the Base Software and the media, the confidentiality of the Base Software and such other information as The Bridge Digital Solutions requires; 3.3.4.3 shall maintain records of all copies of the Base Software made by it and the place at which those copies are situated and such records shall be furnished to The Bridge Digital Solutions upon reasonable notice; 3.3.4.4 shall notify The Bridge Digital Solutions immediately on becoming aware of any unauthorised use of copying of the whole or any part of the Base Software; and 3.3.4.5 shall, immediately upon termination of this Agreement, deliver up to The Bridge Digital Solutions all copies of the Base Software (authorised or otherwise). 3.3.5 subject to the Licence, to preserve the confidential nature of the proprietary and trade secret information by retaining and using the Base Software in confidence, and using reasonable care and protection to prevent the unauthorised use, copying, publication or dissemination of the Base Software and The Bridge Digital Solutions' Confidential Information learned from the Client's use of the Base Software; 3.3.6 to ensure that its employees, consultants, agents and contractors to whom the Base Software is made available by the Client also comply with the requirements of this Clause; and 3.3.7 the Base Software may not be used on equipment other than Designated Equipment. The Base Software may be used on alternative equipment at the sole risk of the Client if: 3.3.7.1 the Designated Equipment for Base Software is temporarily inoperable due to malfunction, maintenance or change of the Base Software installation site; or 3.3.7.2 The Bridge Digital Solutions has otherwise given its consent in writing to such alternate use. 4 DELIVERY, INSTALLATION AND ACCEPTANCE OF SOFTWARE 4.1 The Bridge Digital Solutions must: 4.1.1 deliver, install and implement the Base Software in accordance with any relevant Key Milestones and otherwise in accordance with the relevant Addendum; and 4.1.2 ensure that the Base Software, when installed and implemented, and for so long as it is maintained under this Agreement, provides the functions and meets the performance and other requirements of the relevant Specified Requirements and Documentation. 4.2 Non Compliance with Key Milestones. The Bridge Digital Solutions shall use reasonable endeavours to adhere to all Key Milestones, however: 4.2.1 the Client acknowledges that it may be impractical for The Bridge Digital Solutions to strictly adhere to the Key Milestones; 4.2.2 subject to subclause 4.2.3, any delay by The Bridge Digital Solutions in complying with the Key Milestones will not discharge the obligation of the Client to pay the Licence, Service and/or Support fees invoiced by The Bridge Digital Solutions in accordance with Schedule(s) 2 and/or 5 of the applicable Addendum; 4.2.3 subject to subclause 4.2.4, the Client agrees that any failure by The Bridge Digital Solutions to complete a Key Milestone within 60 days of the due date will entitle the Client to withhold monthly payments due thereafter until that Key Milestone has been completed (this being agreed to be the Client’s sole remedy in relation to delayed completion of a Key Milestone); and 4.2.4 Without limiting Clause 4.3, the Client shall have no remedy against The Bridge Digital Solutions in relation to delayed completion of a Key Milestone, or failure to complete a Key Milestone, where such delay or failure is the direct or indirect result of any act or omission of the Client or a breach by the Client of this Agreement. 4.3 Non Compliance with Key Milestones due to Client Actions. If The Bridge Digital Solutions is unable to adhere to any Key Milestone as a direct or indirect result of an act or omission of the Client or as a direct or indirect result of a breach by the Client of this Agreement, The Bridge Digital Solutions may: 4.3.1 Charge a reasonable additional fee (to be advised at the relevant time) for time, overtime, travel, materials, extra computer time or resource rationalisation resulting directly or indirectly from such act or omission of the Client; and 4.3.2 if such act or omission or breach causes delay exceeding thirty (30) days beyond the date of the final Key Milestone, terminate this Agreement, whereupon it may pursue such remedies as may be available under this Agreement or at law. 4.4 Acceptance Testing. Each element of the Base Software and Services will be subject to Acceptance Tests as, and to the extent, specified in the relevant Addendum. The Bridge Digital Solutions must: 4.4.1 promptly notify the Client when the Base Software is ready for Acceptance Testing; 4.4.2 prepare all relevant facilities specified in the relevant Addendum as to be provided by The Bridge Digital Solutions for the purposes of performing the Acceptance Tests; and 4.4.3 in accordance with any relevant timeframes specified in the applicable Addendum. 4.5 Subject to the relevant Addendum, the Client will then perform the Acceptance Tests in order to demonstrate that the Base Software and relevant Services meet the Specified Requirements and any other requirements of the relevant Addendum. The Bridge Digital Solutions will provide all assistance reasonably requested by the Client for the purposes of performing the Acceptance Tests. 4.6 Rectification of non-conforming Base Software. If the Client notifies The Bridge Digital Solutions of non-conformities of the Base Software and/or Services with the Specified Requirements and any other requirements of the relevant Addendum, then The Bridge Digital Solutions must, within 7 days after the completion of the relevant Acceptance Testing (or such other time as agreed in writing): 4.6.1 use all reasonable endeavours to correct the non-conformities; and 4.6.2 allow the Client to repeat the Acceptance Tests at a time convenient to both Parties. 4.7 Repeat of Acceptance Testing. If the Acceptance Tests are again not passed (due to non-conformities of the Base Software and/or Services with the Specified Requirements and any other requirements of the relevant Addendum), then the procedure specified in Clauses 4.4, 4.5 and 4.6 above will be repeated until those tests are passed. 4.8 Right to terminate. If the Acceptance Tests carried out pursuant to this Clause are failed twice or more, then, in addition to its other remedies, the Client may: 4.8.1 demand (and The Bridge Digital Solutions must pay) liquidated damages at the daily rate (if any) set out in the relevant Addendum until the Acceptance Tests are passed or the Addendum is terminated in accordance with Clause 4.8.2; or 4.8.2 terminate the relevant Addendum immediately upon providing written notice to The Bridge Digital Solutions. 4.9 Provision of Documentation. The Bridge Digital Solutions must provide the Client with up to date technical and operator documentation containing sufficient information to enable the Client's users to make full use of the Base Software at all times (“Documentation”). 4.10 Application of Special Requirements. If any function or any performance or other requirement set out in the Specified Requirements is inconsistent with any part of the relevant Documentation, the Specified Requirements will govern to the extent of that inconsistency. 4.11 Risk of Loss or Damage. Risk of loss or damage to the Base Software, the media and Documentation shall pass to the Client upon delivery of the Base Software to the Client in accordance with Clause 4.1.1. 5 PROVISION OF SERVICES BY THE BRIDGE DIGITAL SOLUTIONS 5.1 The Bridge Digital Solutions must supply the Services: 5.1.1 with due skill and care and to the best of The Bridge Digital Solutions' knowledge and expertise; 5.1.2 subject to Clauses 5.6 and 5.7 5.1.3 in accordance with all applicable laws and regulations; 5.1.4 in accordance with any reasonable written directions in relation to the Services given by the Client from time to time; and 5.1.5 in accordance with the Key Milestones and other project plan requirements, and otherwise in accordance with the provisions of this Agreement. 5.2 The Bridge Digital Solutions warranties. The Bridge Digital Solutions warrants that: 5.2.1 it has the right to enter into this Agreement and to perform the Services; 5.2.2 it has the necessary experience, skill, knowledge and competence to perform the Services; 5.2.3 the Services will be fit for the purpose for which they are required by the Client; and 5.2.4 the Materials will be complete and accurate. 5.3 Provision of training. The Bridge Digital Solutions must provide to the Client (for the Charges) the Training. 5.4 Parties to consult. The Parties will meet at the times set out in Schedule 1 of the relevant Addendum (or otherwise as agreed in writing between the Parties) to discuss any issues in relation to the provision of the Services. The Bridge Digital Solutions must ensure that its representative is available to attend such meetings and answer any queries relating to the Services raised by the Client. 5.5 Subcontracting. The Bridge Digital Solutions may subcontract any aspect of the Services without the prior written approval of the Client. 5.6 Inability of Named Person to undertake work. Where a Named Person is unable to undertake work in respect of an applicable Addendum, The Bridge Digital Solutions must notify the Client immediately. The Bridge Digital Solutions must: 5.6.1 if so requested by the Client, propose a replacement person of suitable ability and qualifications at no additional charge and at the earliest opportunity; and 5.6.2 obtain the Client's written consent prior to appointing any such replacement person. 5.7 Replacement of Named Person. The Client may notify The Bridge Digital Solutions that it requires The Bridge Digital Solutions to replace any Named Person for the reasons stated in the notice. After receipt of that notice, The Bridge Digital Solutions will have 10 Business Days in which to investigate the matters stated in the notice, discuss its findings with the Client (including any ramifications of replacing the person) and resolve any problems with the person. If, following that period, the Client requests replacement of the person, The Bridge Digital Solutions must immediately replace that person with another person of suitable ability and qualifications and ensure that that person is no longer involved in providing the Services. Notwithstanding the above, if the Client has reasonably notified that it requires the replacement of the particular person for fraud, dishonesty or a serious breach of the Client's policies or procedures, The Bridge Digital Solutions must immediately withdraw the individual from performance of the Services on receipt of the notice. 5.8 Security clearance for The Bridge Digital Solutions personnel. The Client 5.8.1 may, from time to time, with reasonable cause, notify The Bridge Digital Solutions of the level of security or access clearance applicable to The Bridge Digital Solutions' personnel, and the date from which, or the period during which, that clearance will be effective and The Bridge Digital Solutions must ensure its personnel act in accordance with that notice; 5.8.2 shall ensure The Bridge Digital Solutions and its personnel have full and safe access to the Client’s premises at all reasonable times for purposes associated with the Services. The Client shall ensure The Bridge Digital Solutions’ personnel are given such information, facilities, services and accessories as The Bridge Digital Solutions may reasonably require to enable it to comply with its obligations under this Agreement; and 5.8.3 shall provide on request a suitably qualified or informed representative, agent or employee, who shall be available on call during The Bridge Digital Solutions’ normal business hours to advise The Bridge Digital Solutions on access, use of the Client’s resources and any other matter within the Client’s knowledge or control which may assist The Bridge Digital Solutions in complying with its obligations under this Agreement. 5.9 Compliance with health, safety and environment requirements. Each Party must ensure that a safe system of work exists and applies to and for the benefit of all persons under its direction or control and, without limitation, must at all times comply and ensure compliance by its employees, contractors, agents and licensees with all applicable legislation, regulations, orders and laws relating to health, safety and the environment. 5.10 Notification of hazards. Each Party must promptly notify the other Party of any health and safety hazards of which it becomes aware, that: 5.10.1 may arise as a result of the performance of this Agreement; and 5.10.2 may be relevant to the business, premises, equipment, staff or potential liabilities of the other Party. 6 BASE SOFTWARE SUPPORT 6.1 Support Period. The Support Period for Base Software that is the subject of a Project will commence on the date on which the relevant Base Software has been rolled out for production and is ready for use by the Client. The Support Period for Base Software that is not the subject of a Project will commence on the date on which the relevant Base Software is supplied to the Client. The commencement date of the Support Period will be referred to in this Agreement as the Production Date. The Support Period for the relevant Base Software will continue until the Agreement or the relevant part of the relevant Addendum is terminated in accordance with Clause 14. 6.2 Obligation to provide Support Services. With effect from the Production Date, The Bridge Digital Solutions must, during the Support Hours in the Support Period, provide to the Client the Support Services, including: 6.2.1 supply telephone or other electronic support (as specified in Schedule 4 of the relevant Addendum) to the Client in order to support users in the use of the Base Software, and to enable the Client to locate and correct problems with the Base Software; 6.2.2 maintain an electronic mail communication facility that will enable software and documentation to be downloaded from The Bridge Digital Solutions to the Client in softcopy (or, in respect of documentation, to be forwarded by email); 6.2.3 correct promptly any failure of the Base Software to provide any function or meet any performance or other requirement of the relevant Specified Requirements and/or Documentation or otherwise agreed in writing; 6.2.4 assist the Client to repair errors or defects in any data created or used in connection with the Base Software (whether such errors or defects in such data arose from the acts or omissions of the Client, The Bridge Digital Solutions or their respective Personnel; as a result of an error or defect in the Base Software; or from any other cause); 6.2.5 correct promptly any failure of the Documentation to provide adequate and/or correct instruction for the proper use and operation (by an appropriately qualified person) of any function or any performance or other requirement set out in the relevant Specified Requirements or Documentation, and deliver to the Client appropriate amendments to the Documentation; 6.2.6 supply any new Versions or Releases as required to: 6.2.6.1 rectify faults; 6.2.6.2 comply with statutory or regulatory changes relating to the Base Software; and/or 6.2.6.3 operate the Base Software under new releases of the operating system and other system software and any other the Client hardware and software configurations (including the Client's Existing Systems) with which the Base Software is designed to operate; 6.2.7 supply all extensions, enhancements and other changes (and appropriate Documentation for those extensions, enhancements and other changes) that The Bridge Digital Solutions, at its sole discretion, makes or adds to the Base Software and which The Bridge Digital Solutions generally furnishes, without charge, to other licensees of the Base Software for whom The Bridge Digital Solutions provides support services; 6.2.8 replace the Base Software at no charge if the media becomes destroyed or damaged so that the Base Software becomes unusable or defective; and 6.2.9 provide the additional services set out in Schedule 4 of the relevant Addendum. 6.3 Escalation and service levels. The Parties must comply with the escalation process set out in Schedule 3 of the relevant Addendum. The Bridge Digital Solutions, the Base Software and the Documentation (as appropriate) must also comply with the service levels set out in Schedule 3 of the relevant Addendum. 6.4 Security obligations (The Bridge Digital Solutions). The Bridge Digital Solutions must (having due regard for the security concerns inherent in remote access and control of the Base Software) take appropriate action and maintain appropriate protocols to satisfy its obligations for the protection and security of the Client, the Client's data and the Client's clients. Without limitation The Bridge Digital Solutions must ensure that: 6.4.1 no security requirement of the Client is breached through the remote access or control of any server or other hardware or software; 6.4.2 no unauthorised attempt whatsoever is made to access or use in any way the Client's software systems; 6.4.3 direct or indirect access to the Client's system, hardware or software is absolutely restricted to those The Bridge Digital Solutions employees who have been approved by the Client and who have a need for such access and that access is limited to the minimum access necessary to enable The Bridge Digital Solutions to comply with its obligations under this Agreement; 6.4.4 no Client data is changed without the express prior written approval of the Client; and 6.4.5 any access by The Bridge Digital Solutions to the Client hardware or software is only with the clear identification and recording of the individual gaining such access. 6.5 Security Obligations (Client). The Client: 6.5.1 shall be solely responsible for the use, supervision, management and control of the Base Software and Materials; 6.5.2 shall ensure that the Base Software is protected at all times from misuse, damage, destruction or any form of unauthorised use; and 6.5.3 shall keep accurate records of use, copying, modification and disclosure of the Base Software. The Client shall permit The Bridge Digital Solutions to inspect such records at any time during the Client’s normal business hours. If The Bridge Digital Solutions requests, the Client shall furnish to The Bridge Digital Solutions a copy of all or any part of such records. 6.6 Obligation to provide new Versions or Releases. The Bridge Digital Solutions must promptly provide the Client with the following information for any new Version or new Release it may make available to the Client from time to time: 6.6.1 the nature of the improvements and/or corrections contained in the new Version/Release; 6.6.2 any adverse effects that the new Version/Release may be expected to have including but not limited to, any expected degradation in reliability, performance or functionality; and 6.6.3 sufficient information to enable the Client to determine whether the new Version/Release will suit the Client's requirements and comply with the Specified Requirements. 7 CHARGES AND PAYMENT 7.1 Requirement to provide invoice. The Bridge Digital Solutions will provide the Client with a correctly rendered tax invoice for: 7.1.1 the Service Fees, and the Licence Fees, in accordance with the Payment Schedule in the applicable Addendum; 7.1.2 the Support Fees, after the expiry of the relevant Free Support Period, in accordance with Schedule 5 of the applicable Addendum. 7.2 Each tax invoice must: 7.2.1 be a tax invoice in Australian dollars; 7.2.2 include the following information: 7.2.2.1 the The Bridge Digital Solutions’ name and ABN; 7.2.2.2 invoice date; 7.2.2.3 the amount of the Licence Fee, Service Fee or Support Fees (as required); 7.2.2.4 be accompanied (where necessary) by documentation that provides evidence that the amount specified in the invoice is in accordance with the applicable Addendum; and 7.2.2.5 the invoice identifies this Agreement and the applicable Addendum. 7.3 Obligation to pay invoices. Any properly rendered invoice for Licence Fees, Service Fees or Support Fees (as required) provided by The Bridge Digital Solutions will be due and payable within 10 Business Days after receipt by the Client, unless otherwise specified in an applicable Addendum. 7.4 The Client shall pay The Bridge Digital Solutions interest on any amount due and not paid by the Client within the required time period, at the rate of interest specified in Schedule 2 of the relevant Addendum. 7.5 Under and over payments. If an invoice is found to have been rendered incorrectly after payment, any underpayment or overpayment will be recoverable by or from The Bridge Digital Solutions, as the case may be, and, without limiting recourse to other available means, may be offset against any amount subsequently due by the Client to The Bridge Digital Solutions. 7.6 Return of incorrect invoice. Without being under any liability for failure to do so, where the Client returns an incorrectly rendered invoice to The Bridge Digital Solutions, the Client will promptly notify The Bridge Digital Solutions of any action which the Client considers The Bridge Digital Solutions should take to correctly render the invoice. 7.7 GST. 7.7.1 Words or expressions used in this Clause 7 which are defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning in this Clause. 7.7.2 Any consideration to be paid or provided for a supply made under this Agreement (other than any consideration to be provided pursuant to this clause), unless specifically expressed to include GST, does not include an amount on account of a party’s GST liabilities with respect to that supply. 7.7.3 If a party (GST Supplier) makes a supply under this Agreement on which GST is imposed: 7.7.3.1 the consideration payable or to be provided for that supply but for the application of this clause (where that consideration has not been specifically expressed in this Agreement to include GST) (GST exclusive consideration) is increased by, and the recipient of the supply (Recipient) must also pay to the GST Supplier, an amount equal to the GST payable by the GST Supplier on or for that supply; and 7.7.3.2 the amount by which the GST exclusive consideration is increased must be paid to the GST Supplier by the Recipient at the same time as the GST exclusive consideration is payable or to be provided or, where no due date is specified for the payment or provision of the GST exclusive consideration, within 14 days after the provision of a tax invoice. 7.7.3.3 Notwithstanding Clause 7.7.3.2, the Recipient's obligation to pay an additional amount on account of GST is subject to prior receipt of a tax invoice in a form that complies with the GST law. 8 INFORMATION PROTECTION – INTELLECTUAL PROPERTY RIGHTS 8.1 The Bridge Digital Solutions retains ownership of the Base Software, Source Materials, Releases, Versions, Documentation and Materials whether in its original form or as modified by The Bridge Digital Solutions or the Client during the term of the Licence. 8.2 All Intellectual Property Rights in the Base Software, Source Materials, Releases, Versions, Documentation and Materials are retained by The Bridge Digital Solutions. 8.3 Nothing in this Agreement affects the ownership of Moral Rights in the Base Software, Source Materials, Releases, Versions, Documentation and Materials. 8.4 The Client must not, and must procure that its employees, internal contractors and third party sub-licensees do not deal with, use, enhance or develop any of The Bridge Digital Solutions’ Intellectual Property Rights in the Base Software, Source Materials, Releases, Versions, Documentation and Materials, except as expressly provided in this Agreement. 8.5 Without limitation, the Client must not, and must procure that its employees, internal contractors and third party sub-licensees do not, develop any software which is, in whole or in part, the same as the Base Software, Source Materials, Releases, Versions, Documentation and Materials which incorporates or otherwise utilises any component of the Base Software, Source Materials, Releases, Versions, Documentation and Materials or any of the things described in this Agreement. 8.6 A breach by the Client of this Clause 8 shall be a Termination Event and The Bridge Digital Solutions shall be entitled to immediately terminate this Agreement by notice in writing to the Client. 9 INFORMATION PROTECTION - CONFIDENTIAL INFORMATION AND PRIVACY 9.1 Parties' obligations of confidentiality. Each Party must: 9.1.1 keep confidential Confidential Information of the other Party; and 9.1.2 use the other Party's Confidential Information solely for the purposes of this Agreement. 9.2 Permitted disclosure. Each Party may disclose the Confidential Information of the other Party only to Personnel with a need to know (and only to the extent that each has a need to know). The disclosing Party must ensure that all Personnel to whom it discloses that Confidential Information keep confidential the Confidential Information. 9.3 Exclusions. The obligations of confidentiality under this Agreement do not extend to information that: 9.3.1 was rightfully in the possession of and not subject to an obligation of confidentiality on the receiving Party before the negotiations leading to this Agreement; 9.3.2 is, or after the day this Agreement is signed becomes, public knowledge (otherwise than as a result of a breach of this Agreement); or 9.3.3 is required by law to be disclosed, provided that the disclosure of Confidential Information is made only to persons to whom such information must, by law, be disclosed. 9.4 The Bridge Digital Solutions’ use of Client Confidential Information. Subject to Clause 9.6, The Bridge Digital Solutions' right to use the Client's Confidential Information ceases on termination or expiry of this Agreement and The Bridge Digital Solutions must immediately at the Client's option: 9.4.1 return to the Client; 9.4.2 destroy and certify in writing to the Client the destruction of; or 9.4.3 destroy and permit the Client to witness the destruction of, 9.5 all the Client's Confidential Information in The Bridge Digital Solutions’ possession or control. 9.6 Client's use of The Bridge Digital Solutions Confidential Information. Subject to Clause 9.6, the Client's right to use The Bridge Digital Solutions’ Confidential Information ceases on termination or expiry of this Agreement and the Client must immediately at The Bridge Digital Solutions’ option: 9.6.1 return to The Bridge Digital Solutions; 9.6.2 destroy and certify in writing to The Bridge Digital Solutions the destruction of; or 9.6.3 destroy and permit The Bridge Digital Solutions to witness the destruction of, 9.7 all The Bridge Digital Solutions’ Confidential Information in the Client's possession or control. 9.8 Limit on Clauses 9.4 and 9.5. Clauses 9.4 and 9.5 will not apply to the extent that the relevant Confidential Information reasonably needs to be retained: 9.8.1 by legal requirement or the requirement of any stock exchange; or 9.8.2 in respect of Addenda (or parts of Addenda) that have not been terminated or expired. 9.9 General Obligations. The Bridge Digital Solutions must: 9.9.1 promptly follow the Client's reasonable directions in relation to Personal Information, and comply with the Privacy Law and the Client's privacy protocols provided to The Bridge Digital Solutions in respect of all Personal Information; 9.9.2 use Personal Information solely for the purpose of this Agreement, and ensure that only authorised personnel who have been made aware of the requirements of this Clause 9 have access to Personal Information; 9.9.3 establish procedures to enable The Bridge Digital Solutions to comply with the requirements of this Clause 9 and permit the Client or its representatives to review these procedures; and 9.9.4 provide all reasonable assistance requested by the Client to enable it to resolve any inquiry or complaint relating to Personal Information, and immediately notify the Client if The Bridge Digital Solutions knows of or suspects unauthorised use, copying or disclosure of Personal Information or becomes aware that a disclosure of that Personal Information may be required by law, or if any law prevents or may prevent The Bridge Digital Solutions from performing its obligations under this Clause. 10 WARRANTIES AND INDEMNITIES 10.1 General warranties. The Bridge Digital Solutions represents and warrants that: 10.1.1 the Base Software will comply with the relevant Specified Requirements and Documentation, and will be fit for its intended purpose; 10.1.2 the media on which the Base Software is furnished will be, under normal use, free from defects in materials, design and workmanship; 10.1.3 the Base Software will be, at all times, Date Compliant; and 10.1.4 The Bridge Digital Solutions will not, nor will it suffer or permit any third Party under its direction or control to, introduce into the Base Software or Materials, any virus, disabling device or code, worm, Trojan timebomb or other harmful or destructive code (Harmful Code), and if any Harmful Code is introduced will use all reasonable efforts promptly to report that introduction to the Client and to take all necessary action to eliminate the Harmful Code. 10.2 Intellectual Property warranties and indemnity (The Bridge Digital Solutions). The Bridge Digital Solutions represents and warrants that: 10.2.1 it is the owner or authorised re-licensor in Australia of copyright in the Base Base Software and the relevant Documentation; 10.2.2 it has the right to grant the Licence; 10.2.3 there are no encumbrances, obligations or Agreements that may affect in any way the obligations of, or the warranties given by, The Bridge Digital Solutions under this Agreement; and 10.2.4 the Materials, the Client's use of the Materials, Base Software and Documentation in accordance with this Agreement, and the exercise of any rights under the Licence, will not infringe the Intellectual Property Rights of any person. 10.3 Obligations in the event of infringement claim. If a Third Party claim is made that the Base Software, the Documentation or any other Materials infringe the Intellectual Property Rights of any person (IPR Infringement Claim), The Bridge Digital Solutions must use its best endeavours to: 10.3.1 modify the infringing item so that it ceases to infringe those rights (while still complying with the relevant Specified Requirements and Documentation); and 10.3.2 procure promptly for the Client the right to use the infringing item free of any claim or liability for infringement; or 10.3.3 replace promptly the infringing item with a non-infringing substitute that complies with any relevant Specified Requirements and Documentation. 10.4 The Client shall indemnify The Bridge Digital Solutions against any loss, costs, expenses, demands or liability, whether direct or indirect, arising out of a claim by a third party alleging such infringement. 11 MORAL RIGHTS 11.1 The Bridge Digital Solutions warrants all of its employees and contractors have provided consents and waivers, to the fullest extent possible under the laws of any applicable jurisdiction, in relation to their Moral Rights, sufficient to ensure the Client's unimpeded use of the works as Licensed to the Client under this Agreement by the Client or persons authorised by the Client. 11.2 The Bridge Digital Solutions indemnifies the Client, its employees, servants and agents against all expenses, losses, damages and costs (on solicitor and own Client basis and whether incurred by or awarded against the Client) that the Client may sustain or incur as a result, whether directly or indirectly, of any breach of the warranties contained in this Clause 11. The Bridge Digital Solutions must do all things reasonably requested by the Client, including signing or procuring the signature of particular forms, to give full effect to this Clause 11.2. 12 IMPLIED WARRANTIES & LIMITATION OF LIABILITY 12.1 To the fullest extent permissible by law, all implied conditions or warranties are hereby excluded. 12.2 Where an implied condition or warranty cannot be excluded: All software and support services supplied by The Bridge Digital Solutions are provided ‘as is’ and may have errors and omissions. Under no circumstances, and even if informed thereof by licensee or any other party, shall The Bridge Digital Solutions be liable for (i) loss of, or damage to, data; (ii) special, incidental, consequential or indirect damages; or (iii) lost profits, business, revenue, goodwill, or anticipated savings. In all events, The Bridge Digital’s liability for damages to Licensee for any cause whatsoever related to this Agreement, shall be limited to fees paid or due by Licensee for a two (2) month period under this Agreement. 12.3 Subject to Clause 12.4, the Client warrants that it has not relied on any representation made by The Bridge Digital Solutions which has not been stated expressly in this Agreement, in an Addendum, or upon any descriptions, illustrations or specifications contained in any document including catalogues or publicity material produced by The Bridge Digital Solutions. 12.4 The Client acknowledges that to the extent that The Bridge Digital Solutions has made any representation which is not otherwise expressly stated in this Agreement, or in an Addendum the Client has been provided with an opportunity to independently verify the accuracy of that representation. 12.5 The Client shall at all times indemnify and hold harmless The Bridge Digital Solutions and its officers, employees and agents from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified arising from any proceedings against those indemnified where such loss or liability was caused by: 12.5.1 a breach by the Client of its obligations under this Agreement; or 12.5.2 any willful, unlawful or negligent act or omission of the Client. 13 TERM AND TERMINATION 13.1 Duration of Agreement. This Agreement commences from the date of its execution by all Parties, and will continue until terminated in accordance with this Clause 14. Each Addendum will commence on the date set out in the relevant Addendum, and will continue until the expiry date (if any) set out in the Addendum or until it, or this Agreement, is terminated in accordance with this Clause 14. 13.2 Termination by The Bridge Digital Solutions. The Bridge Digital Solutions may with immediate effect, by giving written notice to the Client, terminate: 13.2.1 this Agreement or a particular Addendum if the Client: 13.2.1.1 fails to pay a material, undisputed amount of Charges, invoiced in accordance with Clause 7, in relation to that Addendum; and 13.2.1.2 fails to remedy that breach within 30 days after receiving notice of the breach from The Bridge Digital Solutions; and 13.2.2 this Agreement or any Addendum, if the Client becomes subject to any event referred to in Clause 14.4. 13.2.3 this Agreement or any Addendum upon the happening of any event described in this Agreement as a Terminating Event. 13.3 Termination by the Client. Subject to Clause 14.1, the Client may, with immediate effect by giving notice to The Bridge Digital Solutions, terminate: 13.3.1 a particular Addendum, in whole or in part, if The Bridge Digital Solutions breaches any provision of this Agreement in relation to that Addendum and: 13.3.1.1 the breach is capable of remedy, but The Bridge Digital Solutions fails to remedy the breach within 60 days after receiving notice from the Client requiring it to do so; or 13.3.1.2 the breach is incapable of remedy; 13.3.2 this Agreement or any Addendum, in whole or in part, if any event referred to in Clause 14.4 happens to The Bridge Digital Solutions; or 13.3.3 this Agreement or any Addendum, in whole or in part, if The Bridge Digital Solutions materially breaches Clause 4.4 or materially breaches the confidentiality provisions of Clause 9. 13.4 Notification of termination events. Each Party (Notifying Party) must notify the other immediately if: 13.4.1 it disposes of the whole or any part of its assets, operations or business other than in the normal course of business; 13.4.2 any step is taken to enter into any arrangement between the Notifying Party and its creditors; 13.4.3 it ceases to be able to pay its debts as they become due; 13.4.4 it ceases to carry on business; 13.4.5 any step is taken by a mortgagee to enter into possession or dispose of the whole or any part of its assets or business; or 13.4.6 any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a liquidator, a provisional liquidator or other like person of the whole or any part of the Notifying Party's assets, operations or business. 14 POST TERMINATION OBLIGATIONS 14.1 Return of Base Software. On termination of any Licence for any reason, the Client must immediately return the relevant Base Software, Source Materials and Documentation to The Bridge Digital Solutions. 14.2 Migration to replacement products or services. Upon termination or expiry of an Addendum (in whole or in part), The Bridge Digital Solutions must provide to the Client such services as the Client reasonably requires in order to migrate to replacement products and/or services, for such period as reasonably specified by the Client. Where the relevant Addendum has expired, or has been terminated by The Bridge Digital Solutions under Clause 14.2 or by the Client under Clause 14.3, The Bridge Digital Solutions may charge, and the Client will pay, reasonable fees for the provision of those services. 14.3 Survival of Clauses. Clauses 3.1, 3.2, 3.3, 14, 15 and 16 will survive termination or expiry of this Agreement and, in respect of a terminated/expired Addendum, will survive in relation to that Addendum. 15 DISPUTE RESOLUTION 15.1 Notification of dispute. A Party claiming that a dispute, difference or question arising out of this Agreement (Dispute) has arisen must notify the other Party giving full details of the Dispute (Notification). 15.2 Referral to Project Executives. Within 7 days (or any longer period agreed between the Parties) after a Notification is given, The Bridge Digital Solutions’ Project Manager and the Client's Project Sponsor (Project Executives) must personally or through a nominee attempt to resolve the Dispute. 15.3 Escalation to Chief Executives. If the Project Executives cannot resolve the Dispute within 14 days after the Notification is given (or any longer period agreed between the Parties), the Project Executives must immediately refer the Dispute to the Chief Executive Officers of each Party. 15.4 Referral to expert or mediation. If the Chief Executive Officers cannot resolve the Dispute within 21 days after the Notification is given (or any longer period agreed between the Parties), the Parties must refer the Dispute to: 15.4.1 binding expert determination, if the Parties agree at the time the dispute arises to resolve the Dispute by expert determination; or 15.4.2 mediation, if the Parties: 15.4.2.1 are unable to agree on submitting the Dispute to expert determination in accordance with Clause 16.4.1; or 15.4.2.2 agree to resolve the Dispute by mediation. 15.5 Appointment of expert or mediator. The Parties will attempt to agree an appropriate expert or mediator within 28 days after the Notification is given (or any longer period agreed between the Parties). If they are unable to agree the expert or mediator will be a person nominated, at the request of either Party, by the Australian Commercial Disputes Centre (ACDC). 15.6 Conduct of determination or mediation. Each expert determination and mediation conducted in accordance with this Clause will be conducted in accordance with the relevant rules and procedures of the ACDC or other rules and procedures agreed between the Parties. The decision of the Mediator will not be binding upon a Party and for the avoidance of doubt, a Party may commence court proceedings after the conclusion of the mediation or expert determination. 15.7 Consequences of breach. If, in relation to a Dispute, a Party breaches any provision of this Clause 16, the other Party need not comply with those Clauses in relation to that Dispute. 15.8 Obligation to continue fulfilling obligations. The Parties must continue to perform their respective obligations under this Agreement pending the resolution of a Dispute. 15.9 Costs. Each Party must bear its own costs of complying with this Clause 16. 15.10 Restriction on court proceedings. Subject to clause 16.11, a Party must not start court proceedings (except proceedings seeking interlocutory relief) unless it has complied with this Clause 16. 15.11 Interlocutory Relief. Notwithstanding anything in this Clause 16, a Party at any time may commence court proceedings in relation to any dispute or claim arising under or in connection with this Agreement where that Party seeks urgent interlocutory relief. 16 VARIATION 16.1 No variation without Agreement. The provisions of this Agreement will not be varied, except by Agreement in writing signed by the duly authorised persons of the Parties. 16.2 Process for agreeing variations. The following rules will apply should either Party wish to vary this Agreement: 16.2.1 If either Party wishes to vary the Agreement (other than by the addition of new Addenda), the proposing Party will submit a copy of the proposed variations to the other Party (Receiving Party). 16.2.2 Except as provided in Clause 17.2.7, the Receiving Party will provide written notice of acceptance or rejection of the proposed variations within 14 days or such other period as the Parties agree, of receipt of the proposed variations. 16.2.3 Subject to Clause 17.2.7, if the Client proposes such variations, The Bridge Digital Solutions will submit a written response (The Bridge Digital Solutions’ Response) to the proposed variations including any variations to any Charges within 14 days, or such other period as the Parties agree, of receipt of the proposed variations. The variation to the Charges must not exceed an amount that represents the reasonable additional cost (if any) associated with the relevant change and must take fully into account any reduction in cost. The The Bridge Digital Solutions Response will also specify any other impacts which the change will have on: 16.2.3.1 The Bridge Digital Solutions' ability to perform its obligations under this Agreement (including, without limitation, its ability to meet service levels or timeframes); and 16.2.3.2 the terms of this Agreement (including the Addenda). 16.2.4 The Client will then accept or reject The Bridge Digital Solutions Response, or withdraw the proposed variation, within 30 days of receipt from The Bridge Digital Solutions or any other time-frame to be mutually agreed between the Parties. 16.2.5 If The Bridge Digital Solutions proposes the change, the proposal will specify all of the matters referred to in Clause 17.2.3, subject to Clause 17.2.7. 16.2.6 Any variations that are accepted pursuant to this Clause 17, will be effective from the date on which written notice of such acceptance is given. 16.2.7 If the variations are not accepted pursuant to this Clause 17, each Party will perform the Agreement in accordance with the unvaried terms. 16.3 If the Parties wish to change this Agreement by adding a new Addendum relating to the provision of additional Base Software, then the Parties, acting in good faith, will negotiate an Addendum in substantially similar form to the Template Addendum. 17 FORCE MAJEURE 17.1 A Party shall not be liable for any delay in or failure of performance or for any damage or loss due to any cause or condition beyond the control of that Party and in particular without limitation, any such delay, failure, damage or loss: 17.1.1 due to any act of God, industrial disturbance (including strikes and lockouts) the failure of electrical supply or mechanical power, acts of vandalism, sabotage, civil disturbances or changes in legislation or regulations of State or Federal Governments; or 17.1.2 problems or technical malfunction of any telephone network or lines, computer on-line systems, servers, or providers, computer equipment, third-party software, technical problems or traffic congestion on the Internet or at any web site, or any combination thereof, infection by computer virus, bugs, tampering, unauthorised intervention, fraud, technical failures or any other causes beyond the control of a Party, using commercially reasonable efforts to avoid or resolve. 17.2 If a delay or failure to perform is caused by any of the matters set out in this Clause then the performance of that Party's obligations which are materially affected by the matters set out in this Clause shall be suspended for the period of such delay or failure and any date for the provision of any goods or performing of any service under this document shall be extended by such period as is reasonably and properly required to allow for any delay so caused but such extension shall not in any event exceed the period of such cause or condition. 18 GENERAL 18.1 Remedies. Any express remedy or right specified in this Agreement will be additional to any other remedies available to the relevant Party under this Agreement or at law, and will not be read as that Party's sole and exclusive remedy in relation to the relevant breach. 18.2 Assignment. A Party must not assign or otherwise deal with this Agreement, or any rights under this Agreement, without the prior written consent of the other Party. 18.3 Relationship of the Parties. This Agreement does not create a relationship of employment, agency or partnership between the Parties. The Bridge Digital Solutions has no authority to incur and must not incur any liabilities on behalf of the Client except with the Client's express written instructions. 18.4 Waiver. The failure of a Party at any time to require performance of any obligation under this Agreement is not a waiver of that Party's right: 18.4.1 to insist on performance of, or claim damages for breach of, that obligation unless that Party acknowledges in writing that the failure is a waiver; and 18.4.2 at any other time to require performance of that or any other obligation under this Agreement. 18.5 Severability. All or part of any provision of this Agreement that is illegal or unenforceable may be severed from the Agreement and the remaining provisions of this Agreement will continue in force. 18.6 Notices. Any notice or other communication including, but not limited to, any request, demand, consent or approval, to or by a Party to this Agreement: 18.6.1 must be in legible writing and in English addressed as shown in or as specified to the sender by any Party by notice; 18.6.2 where the sender is a company, must be signed by an officer or under the common seal of the sender; 18.6.3 is regarded as being given by the sender and received by the addressee only if the following delivery systems are utilised: 18.6.3.1 if by delivery in person, when delivered to the addressee and a receipt is signed by the addressee and produced to the addressee upon demand; or 18.6.3.2 if by Registered Post from within Australia, 3 Business Days from and including the date of postage and provided the Registered Post receipt is retained by the sender and produced to the addressee upon demand; or 18.6.3.3 if by Registered Air Post from outside Australia, 10 Business Days from and including the date of postage and provided the Registered Air Post receipt is retained by the sender and produced to the addressee upon demand; or 18.6.3.4 if by electronic communication, when transmitted to the addressee and provided the addressee acknowledges receipt of the electronic communication by reply electronic communication to the originator within 2 Business Days of the electronic communication entering an information system outside the control of the originator. 18.6.4 but if the delivery or receipt is on a day which is not a Business Day or is after 4.00 pm (addressee’s time) it is regarded as received at 9.00 am on the following Business Day; and 18.6.5 can be relied upon by the addressee and the addressee is not liable to any other person for any consequences of that reliance if the addressee believes it to be genuine, correct and authorised by the sender. 18.6.6 A facsimile transmission is regarded as legible unless the addressee telephones the sender within 24 hours after transmission is received or regarded as received and informs the sender that it is not legible. 18.6.7 A reference to an addressee includes a reference to an addressee’s officers, agents or employees or any person reasonably believed by the sender to be an officer, agent or employee of the addressee. 18.7 Governing law and jurisdiction. This Agreement is governed by the laws of New South Wales, Australia. Each of the Parties irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales or the Federal Court sitting in New South Wales, Australia. 18.8 Non-solicitation. If, during the term of this Agreement or within 12 months after its termination: 18.8.1 a Party (Inducing Party) induces or solicits an employee or contractor of the other Party (Employer Party) who is working directly in relation to the Services to leave the employ or engagement of the Employer Party; and 18.8.2 the Employer Party has not consented in writing to that employee or contractor being so induced or solicited by the Inducing Party, 18.8.3 then the Inducing Party must pay to the Employer Party a recruitment fee of 40% of the annual gross salary or annual contract fee of that employee or contractor. 18.9 Entire Agreement. This Agreement: 18.9.1 constitutes the entire Agreement between the Parties as to its subject matter; and 18.9.2 in relation to that subject matter, supersedes any prior understanding or Agreement between the Parties and any prior condition, warranty, indemnity or representation imposed, given or made by a Party. 19 DEFINED TERMS AND INTERPRETATION 19.1 Defined Terms. In this Agreement, unless the contrary intention appears: 19.1.1 Acceptance means satisfactory completion of Acceptance Tests on the relevant Base Software being tested in accordance with the processes referred to in Clauses 4.4 to 4.8 (inclusive). 19.1.2 Acceptance Tests means the tests referred to in Clauses 4.4 to 4.8 (inclusive). 19.1.3 Addendum means an addendum to this Agreement, specifying certain details relating to: 19.1.3.1 particular Base Software; 19.1.3.2 the support of that Base Software; and/or 19.1.3.3 a particular Project in relation to that Base Software, 19.1.4 Addendum means an addendum to this Agreement, specifying certain details relating to: 19.1.4.1 particular Software; 19.1.4.2 the support of that Software; and/or 19.1.4.3 a particular Project in relation to that Software for the purposes of this Agreement. An Addendum may also include a Statement of Work relevant to the particular Base Software and/or Project. 19.1.5 Base Software means, in respect of each Addendum, any software supplied by The Bridge Digital Solutions, under the Addendum, that does not comprise Source Materials. Where the relevant Addendum specifies that Source Materials are to be provided in respect of any such software, those Source Materials will form part of the Base Software. 19.1.6 Business Day means a day (other than a Saturday, Sunday or public holiday); 19.1.7 Charges means, in respect of each Addendum, the Service Fees, the Licence Fees, the Support Fees and any other fees that may be payable by the Client under this Agreement, in relation to that Addendum. 19.1.8 Confidential Information includes: 19.1.8.1 in respect of the Client, all technical, commercial and other confidential information and materials of the Client, its related bodies corporate (as that terms is defined in the Corporations Act 2001 (Cth)) and/or its Clients and third Party suppliers, disclosed to or generated by The Bridge Digital Solutions, or of which The Bridge Digital Solutions or any Named Person becomes aware, whether prior to, during or after the provision of the Services; and 19.1.8.2 in respect of The Bridge Digital Solutions, all technical, commercial and other confidential information and materials of The Bridge Digital Solutions, its related bodies corporate (as that terms is defined in the Corporations Act 2001 (Cth)) and/or its other Clients and subcontractors, disclosed to The Client through the provision of the Services. 19.1.9 Date Compliant means able to be used without any adverse effect on performance levels, and without any invalid or incorrect results, being caused by: 19.1.9.1 the occurrence of any date; or 19.1.9.2 the entry, processing or use of any date, at any time. 19.1.10 Designated Equipment means the computer equipment upon which the Base Software may be used by the Client in accordance with the Licence, as stated in a relevant Addendum; 19.1.11 Documentation means the documentation to be provided by The Bridge Digital Solutions under Clause 4.9. 19.1.12 Existing System means the Client's existing hardware and software configurations, specified in Schedule 7 of the relevant Addendum, with which the Base Software must operate. 19.1.13 Free Support Period has the meaning given to that term in Clause 6.2. 19.1.14 Harmful Code has the meaning given to that term in Clause 10.1.4. 19.1.15 Intellectual Property Rights means patents, trade marks, service marks, design rights, applications for any of the foregoing, copyright, know-how, domain names, trade or business names, any rights in silicon chip topography and any other similar rights or obligations whether registrable or not in any country. 19.1.16 Key Milestone means any fixed date to be met by The Bridge Digital Solutions in performing any of its obligations under the relevant Addendum. The Key Milestones are specified in Schedule 1 of each Addendum. 19.1.17 Licence means the licence of the Base Software, granted under Clauses 3.1 and 3.2. 19.1.18 Licence Fees means, in respect of each Addendum, the licence fees relating to the relevant Base Software, as specified in Schedule 2 of that Addendum. 19.1.19 Materials means any materials (including software and Source Materials) which The Bridge Digital Solutions or any Named Person creates (whether alone or jointly with another person) in supplying the Services. 19.1.20 Moral Rights means the right of integrity of authorship (that is, not to have a work subjected to derogatory treatment), the right of attribution of authorship of a work, and the right not to have authorship of a work falsely attributed, which rights are created by the Copyright Act 1968. 19.1.21 Named Persons means the persons specified as such in Schedule 6 of the relevant Addendum. 19.1.22 Payment Schedule means the payment schedule relating to the Service Fees and the Licence Fees under a particular Addendum. The Payment Schedule for each Addendum is set out in Schedule 2 of the relevant Addendum. 19.1.23 Personal Information means all information about an individual that is personal information under the Privacy Act and which is provided by the Client to, or collected or held by, The Bridge Digital Solutions in connection with this Agreement. 19.1.24 Personnel of a Party means the officers, employees, contractors and agents of that Party. 19.1.25 Privacy Act means the Privacy Act 1988 (Cth). 19.1.26 Privacy Law means the Privacy Act, the National Privacy Principles specified in Schedule 3 of the Privacy Act, any approved privacy code (as defined in the Privacy Act) applying to the Client and/or The Bridge Digital Solutions and any other statute, regulation or law in any jurisdiction, relating to the protection of Personal Information and with which the Client or The Bridge Digital Solutions must comply. 19.1.27 Production Date has the meaning given to that term in Clause 6.1. 19.1.28 Project means a project for the implementation of Base Software and/or the supply of ancillary Services. Each Project, the Base Software implemented under it, and the Services supplied in relation to it, are the subject of a separate Addendum. 19.1.29 Project Manager means the person referred to as such in Schedule 6 of the relevant Addendum. 19.1.30 Project Sponsor means the person referred to as such in Schedule 6 of the relevant Addendum. 19.1.31 Release means each release of the Base Software that corrects an error or defect in or enhances the previous form of that Base Software. 19.1.32 Services, in respect of each Addendum, means the services (including the Support Services) specified in Schedule 1 of that Addendum and (if applicable) further detailed in the relevant Statement of Work, and includes any other services specified in this Agreement, including delivery, installation and participation in Acceptance Tests, to the extent that they relate to the subject matter of that Addendum. Services, in respect of each Addendum, does not include the services specified in that Addendum as being expressly excluded from the Services. 19.1.33 Service Fees means the fees, specified as such in Schedule 2 of any Addendum, for the Services (other than Support Services) to be supplied under that Addendum. 19.1.34 Schedules means any Schedule in an applicable Addendum. 19.1.35 Source Materials means the source code of, and all relevant documentation, programming tools, notes and other materials required to support and further develop, the relevant Base Software. 19.1.36 Specified Requirements means, in respect of each Addendum, the delivery and installation, functional, performance and other requirements specified or referred to in Schedule 7 of the relevant Addendum. Unless otherwise agreed in writing in the relevant Addendum, the Specified Requirements will also include the requirement that the Base Software operate in combination with the Client's Existing System, as specified or referred to in the relevant Addendum. 19.1.37 Statement of Work means a statement of work (which will, unless otherwise agreed, include a project plan) executed by the Parties under this Agreement in relation to a particular Addendum and detailing the Services to be supplied pursuant to that Addendum. 19.1.38 Support Fees means, in respect of each Addendum, the fees specified in Schedule 5 of the relevant Addendum, which are payable for Support Services provided subsequent to the Free Support Period. 19.1.39 Support Period means the period during which the Client acquires Support Services in accordance with Clauses 6.1 - 6.5 (inclusive) of this Agreement. 19.1.40 Support Services means, in respect of each Addendum, the support services specified in Clauses 6.1 - 6.5 (inclusive) of this Agreement, and Schedule 4 of the relevant Addendum. 19.1.41 Template Addendum means the template form of Addendum annexed to this Agreement in Annexure A. 19.1.42 Termination Event means the events referred to in Clause 14.4 of this Agreement. 19.1.43 Training means the training specified in Schedule 1 of each applicable Addendum to enable the Client to make full use of the Base Software. 19.1.44 Version means a version of any Base Software that provides major new functionality compared with the previous version of that Base Software. 19.2 Interpretation. In this Agreement, unless the contrary intention appears: 19.2.1 headings are for ease of reference only and do not affect the meaning of this Agreement; 19.2.2 the singular includes the plural and vice versa and words importing a gender include other genders; 19.2.3 other grammatical forms of defined words or expressions have corresponding meanings; 19.2.4 a reference to a Clause, paragraph, Addendum, or attachment is a reference to a Clause or paragraph or Addendum of, or attachment to, this Agreement. A reference to this Agreement includes any Addenda (and their Schedules) and attachments; 19.2.5 a reference to a document or Agreement, including this Agreement, includes a reference to that document or Agreement as novated, altered or replaced from time to time; 19.2.6 a reference to A$, $A, dollar or $ is a reference to Australian currency; 19.2.7 a reference to a specific time for the performance of an obligation is a reference to that time in the State, Territory or other place where that obligation is to be performed; 19.2.8 a reference to a Party includes its executors, administrators, successors and permitted assigns; 19.2.9 if there is any inconsistency between this Agreement and an Addendum, the provisions of the Addendum will prevail. If there is any inconsistency between a Statement of Work and the balance of the relevant Addendum, the balance of the Addendum will prevail; 19.2.10 words and expressions importing natural persons include partnerships, bodies corporate, associations, governments and governmental and local authorities and agencies; and 19.2.11 a reference to any legislation or statutory instrument or regulation is construed in accordance with the Acts Interpretation Act 1901 (Cth) or the equivalent State legislation, as applicable. 19.3 Addenda. Each Addendum to this Agreement will be in a form, and will contain terms, substantially similar to those set out in the Template Addendum, except to the extent otherwise agreed. The Addenda will, upon execution, form part of this Agreement. 19.4 If there are any inconsistencies between the terms of this Agreement and the terms appearing in an applicable Addendum, the terms of this Agreement shall prevail to the extent of the inconsistency. ANNEXURE A ADDENDUM TO SOFTWARE DEVELOPMENT & SUPPORT AGREEMENT ADDENDUM TO SOFTWARE DEVELOPMENT & SUPPORT AGREEMENT Dated : 7 March 2019 BERFAWN PTY LTD t/as THE BRIDGE DIGITAL SOLUTIONS And USER OF THE SOFTWARE ADDENDUM TO SOFTWARE DEVELOPMENT AND SUPPORT AGREEMENT DATE OFADDENDUM: 7 March 2019 ADDENDUM NUMBER: 1 BACKGROUND A. This Addendum is made between The Bridge Digital Solutions and the Client pursuant to the Software Development and Support Agreement (Agreement). THE PARTIES AGREE in consideration of, among other things, the mutual promises contained in the Agreement: OPERATIVE PROVISIONS 1. The provisions of the Agreement will apply to this Addendum. 2. The details set out in the Schedules to this Addendum will apply, for the purposes of the Agreement, to the Base Software, Source Materials, Services and Support Services provided under this Addendum. 3. The commencement date of this Addendum is defined to be the date that he client begins to use the software. SCHEDULE 1 GENERAL CONTRACT DETAILS Description of Services (other than Support Services) and Materials to be delivered: Seymour online file processing and graphical display. Services specifically excluded: Detailed Description of Base Software: Seymour provides an online account for creation of objects, data sources, reports and graphs, together with automated processing of Excel and CSV files. Designated Equipment: (clause 20.10) Training: (clause 5.3) SCHEDULE 2 PAYMENT SCHEDULE Service Fees and Licence Fees Monthly fees in advance, as advertised. Interest applicable to late payments: (clause 7.4)