Terms of Service | Australia

1. INTERPRETATION AND STATUS OF AGREEMENT

1.1 Definitions: In this Agreement, the following terms have the following meanings, unless the context otherwise requires:

“Agreement” means these Terms and the Pricing Agreement.

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

“Business Day” means any day other than a Saturday, Sunday or public holiday in Victoria, Australia.

“Client” means the client named in the Pricing Agreement.

“Confidential Information” means the terms of this Agreement and any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, this Agreement. The “Supplier’s Confidential Information” includes Intellectual Property owned by the Supplier (or its licensors), including the Conqa Software. The “Client’s Confidential Information” includes the Data.

“Conqa Software” means the software owned by the Supplier (and its licensors) that is used to provide the SaaS Service.

“Contract Term” means the fixed period selected by the Client in the Pricing Agreement (being either a rolling 1 year term, or a multi-year term of 2 years or more), being the minimum period for which the Client commits to the SaaS Service on the terms of the applicable Pricing Agreement, and during which this Agreement may not be terminated by the Client for convenience, per clause 12.2 (No Early Termination).

“CPI” means the Consumer Price Index, All Groups, weighted average of eight capital cities, published by the Australian Bureau of Statistics, or, if that index ceases to be published or its methodology is materially changed, such replacement index as the ABS designates as its successor, or, in the absence of a designated successor, a comparable index reasonably selected by the Supplier and notified to the Client. For the purposes of clause 5.6 (Fee adjustment – multi-year Pricing Agreements), the applicable percentage change in CPI is measured over the four quarters ending with the most recently published quarter as at the relevant adjustment date.

“Data” means all data, content, and information (including Personal Information) owned, held, used or created by or on behalf of the Client, whether before or after the date of this Agreement, that is or has been stored using, or inputted into, the SaaS Service.

“Discount Rate” means the one-off discount applied to the Rate Card Price to set the Fees under the Client’s first Pricing Agreement, based on the Client’s initial Contract Term and billing frequency under the Supplier’s then-current discount schedule. It applies once only, at the start of that first Contract Term, and is never reapplied — including at renewal under clause 5.7 — regardless of the Contract Term or billing frequency the Client chooses later.

“Feedback” has the meaning given in clause 6.3.

“Fees” means the fees set out in the Pricing Agreement, calculated in accordance with clause 5.2, as updated from time to time in accordance with clauses 5.5 to 5.7.

“Force Majeure” means an event that is beyond the reasonable control of a party, excluding: (a) an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or (b) a lack of funds for any reason.

“GST” has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

“Intellectual Property Rights” includes copyright and all rights anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity, and “Intellectual Property” has a corresponding meaning.

“Objectionable” includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

“Permitted Users” means those personnel of the Client who are authorised to access and use the SaaS Service on the Client’s behalf in accordance with clause 3.3.

“Personal Information” has the meaning given in the Privacy Act 1988 (Cth).

“Pricing Agreement” means a document entitled Pricing Agreement that refers to these Terms and is issued by the Supplier and signed by the Customer, and which sets out the Client’s tier or segment, Contract Term, billing frequency, Discount Rate, and any one-time Fees.

“Rate Card Price” means the Supplier’s then-current standard published price for a Client’s tier or segment, as set out in the Supplier’s rate card, used together with the Discount Rate to calculate the Fees payable under the Client’s first Pricing Agreement in accordance with clause 5.2.

“SaaS Service” means the proprietary software-as-a-service solution branded ‘Conqa’ accessible via the internet (at https://app.con.qa/ or such other location notified to the Client by the Supplier from time to time), having the core functionality described on the Website.

“Start Date” means the date that the Client signs the Pricing Agreement.

“Supplier” means Conqa Pty Ltd (ACN 619 956 964).

“Terms” means these terms titled Terms of Service Australia.

“Underlying Systems” means the Conqa Software, IT solutions, systems and networks (including software and hardware) used to provide the SaaS Service, including any third party solutions, systems and networks used to provide the SaaS Service.

“Website” means the Supplier’s website at https://www.conqa.com/, or such other site notified to the Client by the Supplier.

“Year” means a 12 month period starting on the Start Date or the anniversary of that date.

1.2 Interpretation: In this Agreement: (a) clause and other headings are for ease of reference only and do not affect the interpretation of this Agreement; (b) words in the singular include the plural and vice versa; (c) a reference to: (i) a party to this Agreement includes that party’s permitted assigns; (ii) personnel includes officers, employees, contractors and agents, but a reference to the Client’s personnel does not include the Supplier; (iii) a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity; (iv) including and similar words do not imply any limit; and (v) a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them; (d) no term of this Agreement is to be read against a party because the term was first proposed or drafted by that party; and (e) if there is any conflict or inconsistency between this Agreement and the terms or policies on the Website, then to the maximum extent permitted by law, the provisions of this Agreement will prevail to the extent of the conflict or inconsistency and such terms or policies must be read subject to this Agreement.

1.3 Acceptance: These Terms apply to the Client’s use of the SaaS Service (as those terms are defined above) and to anyone using the SaaS Service under the Client’s account. By signing a Pricing Agreement or accessing and using the SaaS Service, you agree to these Terms.

1.4 Non-acceptance: If you do not agree to these Terms, you are not authorised to access and use the SaaS Service, and must immediately stop doing so.

2. SaaS SERVICE

2.1 General: Subject to payment of the Fees by the Client the Supplier must use reasonable efforts to provide the SaaS Service: (a) in accordance with this Agreement and applicable law; (b) exercising reasonable care, skill and diligence; and (c) using suitably skilled, experienced and qualified personnel.

2.2 Non-exclusive: The Supplier’s provision of the SaaS Service to the Client is non-exclusive. Nothing in this Agreement prevents the Supplier from providing the SaaS Service to any other person.

2.3 Availability: (a) Subject to clauses 2.3(b) and (c), the Supplier will use reasonable efforts to ensure the SaaS Service is available on a 24/7 basis however the Supplier cannot guarantee this availability. If the SaaS Service becomes unavailable the Supplier will work as quickly as reasonably possible to restore availability. (b) On occasion the SaaS Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. The Supplier will use reasonable efforts to publish on the Website and/or notify the Client by email advance details of any unavailability. (c) Through the use of web services and APIs, the SaaS Service interoperates with a range of third party service features. The Client’s use of any third party service features is subject to the terms and conditions imposed by the applicable third party provider. The Supplier does not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, the Supplier may cease to make available that feature to the Client. If the Supplier ceases the availability of a feature that is a material feature of the SaaS Service then the Client may terminate the Agreement by notice to the Supplier and receive a pro-rata refund for the remaining unused portion of any pre-paid subscription fees. To exercise this right, the Client must give the Supplier notice of its termination within 30 days of the Supplier ceasing the availability of the material feature. If the Client does not terminate this Agreement in accordance with this clause, it is deemed to have accepted the SaaS Service without the material feature. To avoid doubt, if the Supplier exercises its right to cease the availability of a third party feature, the Client is not entitled to any refund, discount or other compensation other than where it is entitled to terminate the Agreement pursuant to this paragraph and exercises that right in accordance with this paragraph.

2.4 Additional services: The Supplier may, from time to time, make available to the Client additional services to supplement the SaaS Service upon the Client’s request, on terms to be agreed between the Supplier and the Client.

3. CLIENT OBLIGATIONS

3.1 General use: The Client and its personnel must: (a) use the SaaS Service in accordance with this Agreement solely for the Client’s own internal business purposes; and (b) not resell or make available the SaaS Service to any third party, or otherwise commercially exploit the SaaS Service.

3.2 Access conditions: When accessing the SaaS Service, the Client and its personnel must: (a) not impersonate another person or misrepresent authorisation to act on behalf of others or the Supplier; (b) correctly identify the sender of all electronic transmissions; (c) not attempt to undermine the security or integrity of the Underlying Systems; (d) not use, or misuse, the SaaS Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the SaaS Service; (e) not attempt to view, access or copy any material or data other than: (i) that which the Client is authorised to access; and (ii) to the extent necessary for the Client and its personnel to use the SaaS Service in accordance with this Agreement; (f) neither use the SaaS Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading; and (g) comply with these Terms and any additional terms of use or policies on the Website, as updated from time to time by the Supplier.

3.3 Personnel: (a) Without limiting clause 3.2, no individual other than a Permitted User may access or use the SaaS Service. (b) The Client may authorise any member of its personnel to be a Permitted User, in which case the Client will provide the Supplier with the Permitted User’s name and other information that the Supplier reasonably requires in relation to the Permitted User. (c) The Client must procure each Permitted User’s compliance with clauses 3.1 and 3.2 and any other reasonable condition notified by the Supplier to the Client. (d) A breach of any term of this Agreement by the Client’s personnel (including, to avoid doubt, a Permitted User) is deemed to be a breach of this Agreement by the Client.

3.4 Authorisations: The Client is responsible for procuring all licences, authorisations and consents required for it and its personnel to use the SaaS Service, including to use, store and input Data into, and process and distribute Data through, the SaaS Service.

4. DATA

4.1 Supplier access to Data: (a) The Client acknowledges that: (i) the Supplier may require access to the Data to exercise its rights and perform its obligations under this Agreement; and (ii) to the extent that this is necessary but subject to clause 7, the Supplier may authorise a member or members of its personnel or its trusted third party service providers to access the Data for the purposes set out in clause 4.1(a)(i). (b) The Client must arrange all consents and approvals that are necessary for the Supplier to access the Data as described in clause 4.1(a).

4.2 Analytical Data: The Client acknowledges and agrees that: (a) the Supplier may: (i) use Data and information about the Client’s and the Client’s end users’ (if any) use of the SaaS Service to generate anonymised and aggregated statistical and analytical data (“Analytical Data”); (ii) use Analytical Data for the Supplier’s internal research and product development purposes and to conduct statistical analysis and identify trends and insights; and (iii) supply Analytical Data to third parties; (b) the Supplier’s rights under clause 4.2(a) above will survive termination of expiry of this Agreement; and (c) title to, and all Intellectual Property Rights in, Analytical Data is and remains the Supplier’s property.

4.3 Personal Information: (a) The Client must comply with the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), any registered APP Code, and any other laws relating to the handling of Personal Information, in relation to its collection, use and disclosure of Personal Information in connection with this Agreement and the SaaS Service, as if it was an entity regulated by those laws. (b) Without limiting clause 4.3(a), the Client must obtain all necessary consents from the relevant individual to enable the Supplier to collect, use, hold and process information, including any Personal Information, in accordance with this Agreement.

4.4 Backups of Data: While the Supplier will take standard industry measures to back up all Data stored using the SaaS Service, the Client agrees to keep a separate backup copy of all Data uploaded by it onto the SaaS Service.

4.5 International storage of Data: The Client agrees that the Supplier may store Data (including any Personal Information) in secure servers in various overseas territories and may access that Data (including any Personal Information) in New Zealand, Australia and various overseas territories from time to time.

4.6 Indemnity: The Client indemnifies the Supplier against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by the Supplier’s solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.

5. FEES

5.1 Fees: The Client must pay to the Supplier the Fees in accordance with the billing frequency set out in the Pricing Agreement (being monthly in advance, annually in advance, or, for a multi-year Contract Term, annually in advance at the start of each Year of the Contract Term), each invoice timed to the anniversary of the Start Date, subject to clause 5.3. The Fees exclude GST, and the Client is solely responsible for the payment of any taxable supplies under this Agreement.

5.2 Initial calculation of Fees: The Fees payable by the Client under its first Pricing Agreement are calculated by applying the Discount Rate to the Rate Card Price for the Client’s tier or segment. The Discount Rate is applied once only, at this point, and is not reapplied to the Client’s Fees at any later date, including on any renewal under clause 5.7, regardless of the Contract Term length or billing frequency the Client selects at that later date. On expiry of the Client’s Contract Term, the Client’s Fees do not reset to the Rate Card Price — clause 5.7 sets out how the Client’s Fees continue.

5.3 Invoicing and payment: (a) The Supplier will issue the Client’s first invoice on or promptly after the Start Date, covering the period from the Start Date up to (but excluding) the same date in the following month (for a Client billed monthly) or the following Year (for a Client billed annually or under a multi-year Contract Term). No advance notice period applies to this first invoice. (b) For each billing period after the first, the Supplier will issue an invoice on the same date of the month as the Start Date (for a Client billed monthly), or the same date each Year as the Start Date (for a Client billed annually or under a multi-year Contract Term), marking the start of that billing period. (c) The Client must pay each invoice within 10 Business Days after the date of the invoice, electronically in cleared funds without any set off or deduction.

5.4 Overdue amounts: The Supplier may charge interest on overdue amounts. Interest will be calculated from the due date to the date of payment (both inclusive) at a rate of 10% per annum.

5.5 Annual Fee Adjustment (Rolling Contracts): For a Client on a rolling annual term, the Supplier may adjust the Fees at each renewal, based on CPI and current market rates, up to a maximum of 10% of the prior year’s Fees (the “Annual Maximum Adjustment”). The Supplier will notify the Client of the adjusted Fees at least 20 Business Days before the renewal date. If the Client does not wish to pay the adjusted Fees, it may terminate this Agreement in accordance with clause 10.1(b). If the Client does not terminate this Agreement in accordance with clause 10.1(b), it is deemed to have accepted the adjusted Fees. The Annual Maximum Adjustment applies only to rolling annual Contract Terms and is not, and must not be construed as, a form of or comparator to the CPI Cap in clause 5.6, which applies exclusively to multi-year Contract Terms and reflects the different commercial terms offered in exchange for a multi-year commitment.

5.6 Fee Adjustment for multi-year Pricing Agreements: Where the Client’s Contract Term is 2 years or more, the Fees for that Contract Term are adjusted as follows: (a) at the end of Year 1, no adjustment applies and the Fees for Year 2 remain the same as the Fees for Year 1. (b) at the end of each subsequent Year of the Contract Term: the Fees increase, effective from that date, by the percentage increase in CPI over the preceding 12 months, capped at 5% per annum, compounding (the “CPI Cap”). No further notice is required for this adjustment, as it is agreed in advance in the Pricing Agreement. The CPI Cap is available only in exchange for the Client’s commitment to a multi-year Contract Term. Its existence does not limit, benchmark, or otherwise apply to Fee adjustments under clause 5.5.

5.7 Renewal following a multi-year Contract Term: On expiry of a multi-year Contract Term: (a) unless the parties enter into a new multi-year Pricing Agreement under clause 5.7(b), this Agreement continues on a rolling annual basis in accordance with clause 10.1(b), at the Fees applicable to the Client immediately before expiry of the preceding Contract Term (that is, the Client’s final Year’s Fees), with no further action required by either party; and from the start of that rolling annual period, clause 5.5 (Annual Fee Adjustment (Rolling Contracts)) applies to the Client’s Fees at each subsequent renewal; and (b) if the parties agree in writing to a new multi-year Contract Term, the Client’s Fees carry straight over as the starting point for that new term — fixed at whatever they were at the end of the previous Contract Term, with no Discount Rate reapplied and no reduction against the current Rate Card Price. Clause 5.6 then governs from there.

5.8 One-time Fees: The Pricing Agreement may specify one-time Fees for initial account and project set up, onboarding and training, and any additional Professional Services. Additional Professional Services beyond any hours included in the Client’s tier are chargeable at the Supplier’s then-current rate card, whether on an ad hoc hourly basis or in pre-purchased blocks of hours. One-time Fees are invoiced in accordance with the Pricing Agreement, or otherwise at a time the Supplier reasonably determines.

5.9 Usage-based and add-on Fees: Where the Client’s usage exceeds the included allowance for its tier (including, without limitation, unit-volume overage) or the Client elects to add an optional module, additional Fees apply at the Supplier’s then-current rate card for that overage or module, invoiced in the following month’s invoice under clause 5.3. These Fees are not subject to any Discount Rate applicable to the Client’s core subscription unless the Pricing Agreement states otherwise.

6. INTELLECTUAL PROPERTY

6.1 Ownership: (a) Subject to clause 6.1(b), title to, and all Intellectual Property Rights in, the SaaS Service, the Website, and all Underlying Systems is and remains the property of the Supplier (and its licensors). The Client must not contest or dispute that ownership, or the validity of those Intellectual Property Rights. The Supplier grants the Client a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable licence for the Client and its Permitted Users to use the SaaS Service during the period of this Agreement subject to payment of the Fees. (b) Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains the property of the Client. The Client grants the Supplier a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of its rights and performance of its obligations in accordance with this Agreement.

6.2 Know-how: To the extent not owned by the Supplier, the Client grants the Supplier a royalty-free, transferable, irrevocable and perpetual licence to use for the Supplier’s own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by the Supplier in the provision of the SaaS Service.

6.3 Feedback: If the Client provides the Supplier with ideas, comments or suggestions relating to the SaaS Service or Underlying Systems (together, “Feedback”): (a) all Intellectual Property Rights in that Feedback, and anything created as a result of that Feedback (including new material, enhancements, modifications or derivative works), are owned solely by the Supplier; and (b) the Supplier may use or disclose the Feedback for any purpose.

6.4 Third party sites and material: The Client acknowledges that the SaaS Service may link to third party websites or feeds that are connected or relevant to the SaaS Service. Any link from the SaaS Service does not imply any Supplier endorsement, approval or recommendation of, or responsibility for, those websites or feeds or their content or operators, or any grant of licence by the Supplier to the Client in relation to that content. To the maximum extent permitted by law, the Supplier excludes all responsibility or liability for those websites or feeds.

6.5 Client logo: During the term of this Agreement, the Client shall permit the Supplier to use the Client’s logo and name on the Website and the Supplier’s promotional material for marketing purposes upon the Supplier’s request and approval from the Client (which shall not be unreasonably withheld or delayed).

7. CONFIDENTIALITY

7.1 Security: Each party must, unless it has the prior written consent of the other party: (a) keep confidential at all times the Confidential Information of the other party; (b) effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and (c) disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, the provisions of clauses 7.1(a) and 7.1(b).

7.2 Permitted disclosure: The obligation of confidentiality in clause 7.1 does not apply to any disclosure or use of Confidential Information: (a) for the purposes of performing this Agreement or exercising a party’s rights under this Agreement; (b) required by law (including under the rules of any stock exchange); (c) which is publicly available through no fault of the recipient of the Confidential Information or its personnel; (d) which was rightfully received by a party to this Agreement from a third party without restriction and without breach of any obligation of confidentiality; or (e) by the Supplier if required as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, merger, or corporate restructure.

8. WARRANTIES

8.1 Mutual warranties: Each party warrants that it has full power and authority to enter into and perform its obligations under this Agreement which will constitute binding obligations on the warranting party.

8.2 Australian Consumer Law: The SaaS Service comes with guarantees that cannot be excluded under the Australian Consumer Law. If the Client constitutes a consumer under the Australian Consumer Law in accessing the SaaS Service and these guarantees are not met, the Client is entitled to a replacement or refund for a major problem with a product, compensation for the drop in value below the price paid or a refund for a major problem with a service, and compensation for any other reasonably foreseeable loss or damage. The Client is also entitled to have a product repaired or replaced if the product fails to be of acceptable quality and the problem does not amount to a major problem. Nothing in these Terms is intended to remove the Client’s rights under the Australian Consumer Law. If the Supplier is entitled to limit the remedies available to the Client for breach of such guarantees, the Supplier expressly limits its liability to either supplying the affected services again or paying the cost of supplying the services again.

8.3 No implied warranties: To the maximum extent permitted by law, and subject always to clause 8.2 and the operation of the Australian Consumer Law: (a) the Supplier’s warranties are limited to those set out in this Agreement, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded; and (b) the Supplier makes no representation concerning the quality of the SaaS Service and does not promise that the SaaS Service will: (i) meet the Client’s requirements or be suitable for a particular purpose; or (ii) be secure, free of viruses or other harmful code, uninterrupted or error free.

8.4 Limitation of remedies: Where legislation or rule of law, other than the Australian Consumer Law, implies into this Agreement a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in this Agreement. However, the liability of the Supplier for any breach of that condition or warranty is limited, at the Supplier’s option, to: (a) supplying the SaaS Service again; and/or (b) paying the costs of having the SaaS Service supplied again.

9. LIABILITY

9.1 Maximum liability: Subject to clause 9.3, the maximum aggregate liability of the Supplier under or in connection with this Agreement or relating to the SaaS Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed an amount equal to the Fees paid by the Client under this Agreement in the previous six months (which in the first six months is deemed to be the total Fees paid by the Client from the Start Date to the date of the first event giving rise to liability).

9.2 Unrecoverable loss: Subject to clause 9.3, neither party is liable to the other under or in connection with this Agreement or the SaaS Service for any: (a) loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or (b) consequential, indirect, incidental or special damage or loss of any kind.

9.3 Unlimited liability: (a) Clauses 9.1 and 9.2 do not apply to limit the Supplier’s liability under the Australian Consumer Law or under or in connection with this Agreement for: (i) fraud or wilful misconduct; or (ii) a breach of clause 7. (b) Clause 9.2 does not apply to limit the Client’s liability: (i) to pay the Fees; (ii) under the indemnity in clause 4.6; or (iii) for a breach of clause 7.

9.4 No liability for other’s failure: Neither party will be responsible, liable, or held to be in breach of this Agreement for any failure to perform its obligations under this Agreement or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under this Agreement, or by the negligence or misconduct of the other party or its personnel.

9.5 Mitigation: Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with this Agreement.

10. TERM, TERMINATION AND SUSPENSION

10.1 Duration: Unless terminated under clause 5.5(b), this clause 10, or clause 12.2 (No Early Termination), this Agreement and the Client’s right to access and use the SaaS Service: (a) starts on the Start Date; and (b) continues for the Contract Term set out in the Pricing Agreement and thereafter on a rolling annual basis until a party gives at least 20 Business Days’ notice that this Agreement and the Client’s access to and use of the SaaS Service will terminate at the end of the then-current Contract Term or annual period (as applicable), provided that where the Client has selected a multi-year Contract Term, no notice of termination given by the Client under this clause 10.1(b) may take effect before the end of that Contract Term.

10.2 Initial term: If the Pricing Agreement specifies a minimum initial term (including, for a multi-year Contract Term, the Contract Term itself), or the parties have otherwise agreed a minimum initial term in writing, the earliest date for termination under clause 10.1 will be the expiry of that initial term.

10.3 Other termination rights: Either party may, by notice to the other party, immediately terminate this Agreement if the other party: (a) breaches any material provision of this Agreement and the breach is not: (i) remedied within 10 Business Days of the receipt of a notice from the first party requiring it to remedy the breach; or (ii) capable of being remedied; (b) becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason; or (c) is unable to perform a material obligation under this Agreement for 20 Business Days or more due to Force Majeure.

10.4 Consequences of termination or expiry: (a) Termination or expiry of this Agreement does not affect either party’s rights and obligations that accrued before that termination or expiry. (b) On termination or expiry of this Agreement, the Client must pay: (i) all Fees for the SaaS Service provided; and (ii) for the avoidance of doubt, any amount outstanding pursuant to any invoice provided to the Client by the Supplier in accordance with clause 5, prior to that termination or expiry. (c) Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination or expiry of this Agreement and subject to clause 10.4(d), a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control. (d) At any time prior to one month after the date of termination or expiry, the Client may request: (i) a copy of any Data stored using the SaaS Service, provided that the Client pays the Supplier’s reasonable costs of providing that copy. On receipt of that request, the Supplier must provide a copy of the Data in a common electronic form. The Supplier does not warrant that the format of the Data will be compatible with any software; and/or (ii) deletion of the Data stored using the SaaS Service, in which case the Supplier must use reasonable efforts to promptly delete that Data. To avoid doubt, the Supplier is not required to comply with clause 10.4(d)(i) to the extent that the Client previously requested deletion of the Data, and the Supplier may delete the Data stored using the SaaS Service (whether deletion is requested by the Client or not) at any time after the one month period elapses. (e) Once the one-month period in clause 10.4(d) ends, the Supplier has no further obligation to retain, provide access to, or export the Client’s Data, and may delete it at any time. The Supplier may instead offer continued hosting-only access to the Data (no other SaaS Service functionality included) for AUD $119.95 per year, paid annually in advance. Either party may decline to renew at the end of a paid Year; once paid, a Year is non-refundable, and clause 12.2 (No Early Termination) applies to it as if it were a Contract Term.

10.5 Obligations continuing: Clauses which, by their nature, are intended to survive termination or expiry of this Agreement, including clauses 4.6, 6, 7, 9, 10.4 and 10.5, continue in force.

10.6 Rights to restrict: Without limiting any other right or remedy available to the Supplier, the Supplier may restrict or suspend the Client’s access to the SaaS Service and/or delete, edit or remove the relevant Data if the Supplier considers that the Client (including any of its personnel) has: (a) undermined, or attempted to undermine, the security or integrity of the SaaS Service or any Underlying Systems; (b) used, or attempted to use, the SaaS Service: (i) for improper purposes; or (ii) in a manner, other than for normal operational purposes, that materially reduces the operational performance of the SaaS Service; (c) transmitted, inputted or stored any Data that breaches or may breach this Agreement or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or (d) otherwise materially breached this Agreement.

10.7 Process: (a) The Supplier must notify the Client as soon as reasonably possible where it restricts or suspends the Client’s access, or deletes, edits or removes Data, under clause 10.6. (b) Clause 10.4(d)(i) will not apply to the extent that it relates to Data deleted or removed under clause 10.6.

11. GENERAL

11.1 Force Majeure: Subject to clause 11.2, neither party is liable to the other for any failure to perform its obligations under this Agreement to the extent caused by Force Majeure, provided that the affected party: (a) immediately notifies the other party and provides full information about the Force Majeure; (b) uses its best efforts to overcome the Force Majeure; and (c) continues to perform its obligations to the extent practicable.

11.2 Exception to Force Majeure: Clause 11.1 does not excuse a party from any obligation to make a payment when due under this Agreement.

11.3 Rights of third parties: No person other than the Supplier and the Client has any right to a benefit under, or to enforce, this Agreement.

11.4 Waiver: To waive a right under this Agreement, that waiver must be in writing and signed by the waiving party.

11.5 Independent contractor: Subject to clause 4.3, the Supplier is an independent contractor of the Client, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under this Agreement.

11.6 Notices: If the Supplier needs to contact the Client, the Supplier may do so by email or by posting a notice on the Website. The Client agrees that this satisfies all legal requirements in relation to written communications. The Client may give notice to the Supplier under or in connection with these Terms by emailing the signatory Business Manager.

11.7 Severability: (a) If any provision of this Agreement is, or becomes, illegal, unenforceable or invalid, the relevant provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. (b) If modification under clause 11.7(a) is not possible, the provision must be treated for all purposes as severed from this Agreement without affecting the legality, enforceability or validity of the remaining provisions of this Agreement.

11.8 Variation: (a) The Supplier may vary any provision of these Terms (for example to respond to changes to law, the SaaS Service or the Supplier’s business) from time to time by notice to the Client and publishing the varied Terms on the Website. Unless otherwise stated in a notice associated with the variation, all variations to the Terms will take effect for the Client the next time one of the Client’s users access the SaaS Service or fourteen days after the Client is first notified of the variation (whichever occurs earlier). If the Client objects to the variation (acting reasonably) then the Client must discontinue its use of the SaaS Service and, as its sole and exclusive remedy, the Client may terminate this Agreement by notice to the Supplier. To exercise this termination right, the Client must give the Supplier notice of the objection and termination within 30 days of the Supplier providing notice of the variation. (b) Subject to clauses 5.5, 5.6, 5.8, 5.9 and 11.8(a), any variation to this Agreement must be in writing and signed by both parties.

11.9 Entire agreement: This Agreement sets out everything agreed by the parties relating to the SaaS Service, and supersedes and cancels anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the subject matter of this Agreement that is not expressly set out in this Agreement, and no such representation, warranty or agreement has any effect from the Start Date.

11.10 Assignment and subcontracting: (a) The Client may not assign, subcontract or transfer any right or obligation under this Agreement without the prior written consent of the Supplier. Any change of control of the Client is deemed to be an assignment for which the Supplier’s prior written consent is required under this clause. In this clause, “change of control” means any transfer of shares or other arrangement affecting the Client or any member of its group which results in a change in the effective control of the Client. (b) The Supplier may at any time directly or indirectly assign, transfer or otherwise dispose of any of its rights or interests in, or any of its obligations or liabilities under, or in connection with, this Agreement.

11.11 Law: This Agreement is governed by, and must be interpreted in accordance with, the laws of the State of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the Courts of Victoria, Australia in relation to any dispute connected with this Agreement.

11.12 Order of precedence: If there is any conflict between clause 5 (Fees) of these Terms and the Pricing Agreement or the Supplier’s then-current rate card as to the Fees, Contract Term, Discount Rate or CPI Cap applicable to the Client, the Pricing Agreement (or, for one-time and usage-based Fees, the rate card) prevails to the extent of the specific commercial terms agreed with the Client, and these Terms prevail as to the general mechanism by which those commercial terms operate.

12. SUBSCRIPTION PAUSES AND TERMINATION

12.1 Pause requests by exception: Pauses are considered by exception only and must be requested in writing. Requests must be sent to accounts@conqahq.com and your Key Account Manager or Customer Support. If approved, a pause of up to 5 months may be granted at our discretion. A maintenance fee of 25% of the monthly subscription fee will apply during the pause period to retain access to historical data and account settings. Compliance and enforcement: Customers must clear all outstanding invoices before a pause request is approved. Non-compliance, such as unilateral pauses or non-payment, will result in account suspension and referral to collections if necessary. Automatic resumption: Subscriptions will automatically resume at the end of the approved pause period unless otherwise stated.

12.2 No Early Termination: The Client has no right to terminate this Agreement, or its access to and use of the SaaS Service, for convenience before the end of the then-current Contract Term. If the Client ceases to use the SaaS Service, stops paying, or otherwise purports to end this Agreement before the end of the then-current Contract Term for any reason other than under clause 10.3, the Client remains liable in full for the Fees for the remainder of that Contract Term, calculated as follows: (a) for a Client billed monthly, the Monthly Subscription Fee multiplied by the number of months remaining in the Contract Term; and (b) for a Client billed annually in advance, or who has prepaid Fees for the whole or part of a multi-year Contract Term, the Client’s Fees (calculated in accordance with clause 5.6) for any full unexpired Year remaining in the Contract Term beyond the Year already paid for. Any amount payable under this clause 12.2 is due immediately as a lump sum, is non-negotiable, and must be settled in full together with any other outstanding Fees before the Supplier will process any request to end this Agreement.

Last update: 04/09/2026