Go To Apps Terms and Conditions

These Terms and Conditions apply to every provision of Services by GOTOAPPS to the Client:

1. Definitions and Interpretation

Definitions:

a)Agreement means these Terms, the Quotation, any proposals or Service Agreements and any other document produced by GOTOAPPS and provided to the Client in connection with the Services.

b)Claim means in relation to a Party, a demand, claim, action, proceeding, judgment, damage, loss, cost, expense or liability incurred by or recovered by or against the Party, however arising and whether present, unascertained, immediate, future or contingent and whether or not arising in relation to matters which occurred in the past.

c)Client means any person or entity that engages the services of GOTOAPPS, as detailed in the accepted proposal, Quotation, or Service Agreement. Client includes any person or entity that acts on behalf of the Client, its officers, employees, contractors or agents.

d)Commencement Date means the date specified as such in the Quotation, or such other date as is notified by GOTOAPPS to the Client in writing pursuant to the Agreement.

e)Confidential Information means all business, customer, trade and client information of GOTOAPPS including but not limited to the following information:

i)the Agreement and the contents of any discussions or negotiations between the parties related to this Agreement;

ii)all information in relation to the business of GOTOAPPS, including in relation to its pricing, costing, products, services, structure, funding or management;

iii)any customer or supplier information of GOTOAPPS;

iv)any asset listings, databases, source codes, methodologies, know-how, manuals and Intellectual Property of GOTOAPPS; and

v)records and/or information incorporating, copying, referencing, referring to or derived from the information described in paragraphs (i) - (iv) of this definition.

f)Deposit means an amount payable by the Client pursuant to clause 4(b) of these Terms.

g)Dispute means a dispute, controversy or claim arising out of or in relation to the Agreement.

h)Fee means the fee/s payable in consideration of the provision of the Services, which are estimated within the Quotation.

i)Guarantee means the Person Guarantee document attached to these Terms.

j)GOTOAPPS means Go To Apps Pty Ltd (ACN 676 586 619).

k)GST means Goods and Services Tax as applies under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and other related legislation.

l)Intellectual Property means any type of intellectual property rights or rights of a similar nature including all current and future trademarks, copyright, designs, trademarks, know-how, confidential information, patents, inventions and discoveries, business and domain names and all other results of intellectual property activity in the industrial, commercial, scientific, literary or artistic fields, whether or not registrable, registered or patentable anywhere in the world including without limitation:

i)trade secrets, know-how including know-how and techniques, technology and operating procedures and any developments or improvements to equipment, products, technology, processes, methods or techniques;

ii)all confidential information, non-public or proprietary information of, used by, or related to or connected with relevant Party's business or its transactions, operations and affairs including, without limitation, all past, current and prospective financial, accounting, marketing, trading, technical and business information, social media accounts, websites, advertising and marketing materials, customer and supplier lists, databases, source codes, methodologies and manuals;

iii)any patents, utility models, copyrights (including future copyrights), registered or unregistered trademarks or service marks, trade names, brand names, indications of source or appellations of origin, registered or unregistered designs, drawings, specifications or technology or commercial names or designations;

iv)any literary, artistic, dramatic and musical works including product packaging, print collateral and digital collateral; and

v)any other rights which result from intellectual activity in the industrial, scientific, literary or artistic fields whether industrial, commercial or agricultural and whether dealing with manufactured or natural products.

m)Invoice means the tax invoice issued by GOTOAPPS to the Client for the Fee or a relevant part of the Fee and other amounts pursuant to clauses 3 and 4 of these Terms.

n)Law means any legislation including regulations, by-laws, orders, awards and proclamations, common law and equity, any official requirements and consents, certificates, licences, permits and approvals (including conditions in respect of those consents, certificates, licences, permits and approvals) and any guidelines with which a Party is legally required to comply with.

o)Parties means GOTOAPPS and the Client and Party means either of them.

p)PPSA means Personal Property Securities Act 2009 (Cth).

q)Quotation means the quotation (being the final estimated Fee and/or total cost of the provision of the Services) provided by GOTOAPPS to the Client relating to the provision of the Services.

r)Services means any service provided by GOTOAPPS to the Client and these include but not limited to the following:

i)Design and development of mobile applications, websites and web applications;

ii)User interface (UI) and user experience (UX) design;

iii)Brand strategy and brand identity development, including logos, style guides, and visual assets;

iv)Product strategy, consulting, and idea validation workshops

v)Prototyping, wireframing and designing of systems;

vi)Custom software development and system architecture;

vii)Integration with third-party services, APIs, and platforms;

viii)Enterprise systems development and implementation, including ERP (Enterprise Resource Planning) solutions;

ix)Business systems analysis, operations reviews and workflow optimisation services;

x)Process automation and internal tool development;

xi)Content management system (CMS) setup and configuration;

xii)Hosting, deployment, and cloud infrastructure setup (including but not limited to Google Cloud services);

xiii)Maintenance, support and ongoing technical updates;

xiv)Performance optimisation, analytics setup and SEO-related technical implementation;

xv)Bug fixes, troubleshooting and technical issue resolution;

xvi)Training, documentation and handover services; and

xvii)Digital marketing support services related to product launches and lead generation (where applicable).

s)Term means the duration of the term of the Agreement during which GOTOAPPS will provide the Services as set out in the Quotation.

t)Terms means these "Terms and Conditions" as amended from time to time.

Interpretation:

a)Words in the singular include the plural and vice versa;

b)A reference to any Party includes that Party's executors, administrators, substitutes, successors and permitted assigns;

c)All rights granted to and all obligations imposed on two or more Parties are joint and several in Quotation unless expressed otherwise;

d)Headings are for convenience only and do not affect interpretation of this Agreement; and

e)No rule of construction applies to the disadvantage of a Party on the basis that the Party put forward this Agreement or any part of it.

2. Operation

a)This Agreement applies to each occasion that GOTOAPPS provides Services to the Client.

b)It is a condition precedent to the provision of Services to the Client by GOTOAPPS that the Client has complied with each of the terms set out in this Agreement to the satisfaction of GOTOAPPS.

3. Quotations and Fees

a)Any Quotation for prices and availability of Services provided by GOTOAPPS are valid and capable of acceptance by the Client for a period of fourteen (14) days from the date of the Quotation unless specified otherwise.

b)Any Fee estimate set out in the Quotation is an estimate only and does not limit the Fee chargeable by GOTOAPPS under the Agreement. In addition to the Fee, the Client will pay all additional fees determined by GOTOAPPS for any services requested by the Client in addition to the Services or for GOTOAPPS's performance of any work or services reasonably necessary to be performed in connection with the Services.

c)GOTOAPPS may correct mistakes in fees quoted in any Quotation or in the Quotation by giving notice to the Client at any time prior to the commencement of the provision of the Services. The Client is deemed to accept the terms of the correction unless it gives 2 days' written notice disputing the corrected Quotation or term of the Quotation.

4. Fees & Payment Terms

a)GOTOAPPS will issue an Invoice to the Client in respect of the Fee together with any other fees and costs owing by the Client pursuant to this Agreement.

b)Unless otherwise stated, a twenty percent (20%) deposit is due on acceptance of any Quotation and must be paid prior to commencement.

c)The remaining eighty percent (80%) (or other outstanding balance) of the quoted Fees is due on the earlier of a handover/go-live (production rollout) in relation to the Services or by the Invoice due date.

d)GST shall be paid by the Client on all Invoices.

e)If the Client fails to pay any amount owing to GOTOAPPS under the Agreement (including failure to pay an Invoice in accordance with this clause), all amounts owing to GOTOAPPS by the Client become immediately due and payable and interest will accrue daily on the amount owing at a rate of 10% per calendar month, and GOTOAPPS may cease any further provision of Services to the Client until the Client pays the Invoice in full.

f)All expenses, costs or disbursements (including legal, debt collection and consultant costs on an indemnity basis) incurred by GOTOAPPS in connection with recovering any outstanding monies shall be paid by the Client.

g)All payments made to GOTOAPPS under this Agreement are to be made by electronic transfer to the bank account set out on the relevant Invoice or as otherwise nominated in writing by GOTOAPPS.

h)The Client may not set-off an amount payable to GOTOAPPS under this Agreement or any other agreement against an unpaid Invoice issued by GOTOAPPS.

i)Given the nature of the Services provided by GOTOAPPS and its tailored solutions, no cancellations of Services by the Client are accepted, unless agreed by GOTOAPPS in writing, and all work performed to date will be charged as per the Quotation provided to the Client.

j)Subject to clause 16, if the provision of the Services is terminated or paused by GOTOAPPS, any Fees for the work completed to date are due and payable. Any re-commencement of the Services may require re-scoping and revised timeframes. The Deposit money will be forfeited by GOTOAPPS.

k)If, on the Commencement Date, GOTOAPPS are prevented in any way by the Client from providing the Service, the Client is taken to have cancelled the Service on the Commencement Date and the Deposit paid for the Services will be forfeited by GOTOAPPS.

5. Scope and Engagement Documents

a)Any Quotation and/or the Services proposal may be accompanied by a detailed Statement of Work (SoW), which will be issued after acceptance of the Quotation and payment of the Deposit. The SoW will define the detailed delivery scope, rollout approach, and operational specifics of the Services.

b)In the event of any inconsistency between the documents comprising the Agreement, the SoW prevails for any Service delivery details and the Terms prevail for any commercial terms and conditions. Any Proposal/Quotation prevails for high-level intent/outcomes unless superseded by the SoW.

6. Variations / Scope Changes

a)Upon giving the Client reasonable notice, GOTOAPPS may vary the Agreement if the variation is reasonably necessary due to circumstances outside GOTOAPPS's control or if the variation is reasonably necessary in order for GOTOAPPS to perform the Services. The Agreement may otherwise be amended by express written agreement between the parties.

b)Any work outside of the agreed scope of the Quotation and/or the Services proposal will be provided to the Client via a Scope Change Proposal.

c)Timeframes and costs for variations to the Services provided depend on the nature of the requested changes and must be approved in writing before the commencement of the Services pursuant to the Scope Change Proposal.

7. Time Estimates

a)Any time-frames, delivery dates or milestones provided by GOTOAPPS to the Client for provision of the Services is an estimate only and GOTOAPPS is not liable for any Claim relating to a failure to meet any timeframes due to circumstances beyond GOTOAPPS's control.

b)GOTOAPPS undertakes to provide the Client with regular updates as to the timeframes or milestones of the Service delivery.

8. Client Responsibilities & Dependencies

a)In each instance of the provision of the Services by GOTOAPPS, the Client undertakes to provide timely access, necessary approvals and any other required information, including (but not limited to):

i)Any online platform connection approvals and access required for integration of the Services;

ii)Any online platform admin consent and confirmation of external sharing policy;

iii)Recipient email addresses for deliverable release (including any overrides); and

iv)Postal addresses for document postage.

b)Any delays in the provision of the required information and access by the Client, or any additional effort required on behalf of GOTOAPPS caused by the delays or missing access, approvals, or information, may result in adjusted timeframes and/or additional Fees in relation to the Services.

9. Risk and Title

a)Risk in relation to the Services passes to the Client at the time of delivery or provision of the Services.

b)Ownership of the Services does not pass to the Client until the Client makes all payments in respect of the relevant Services to GOTOAPPS under the Agreement.

10. Suitability of Services

a)The Client is responsible for assessing the suitability of the Services for their proposed use and relies solely on its own judgment and expertise and not on any documents, information, advice or representations given by GOTOAPPS in entering into this Agreement.

b)To avoid doubt, GOTOAPPS makes no representations, warranties, statements or guarantees that the Services provided to the Client will achieve a certain level of performance or will achieve a certain outcome or will obtain any goal outside the scope of the Services.

11. Data ownership, access, handling & retention

a)GOTOAPPS will host and process data in an Australian region where reasonably possible (subject to platform availability). Operational logs and records will be retained for 24 months, unless otherwise agreed between the Parties.

b)All information, records, files and content provided by the Client or accessed from third-party platforms in connection with the Client ("Customer Data") remains the property of the Client and/or the applicable third party/rights holder.

c)By providing the Services to the Client, GOTOAPPS does not acquire any proprietary rights in Customer Data, nor does it acquire any proprietary rights in any products or data owned by third parties.

d)GOTOAPPS may access, process, transmit, and store Customer Data only to the extent necessary to deliver the Services described in this quote and any associated SoW.

12. Intellectual Property

a)Where the Client supplies GOTOAPPS with any Intellectual Property, the Client grants GOTOAPPS a non-exclusive licence to use the Intellectual Property for the duration necessary to perform the Services (including for the Term) on a royalty-free basis, subject to any rights of third parties.

b)To avoid doubt, any original Intellectual Property, know-how, work, process, design or other material produced or developed by GOTOAPPS arising from GOTOAPPS relationship with the Client or performance of its obligations under this Agreement will be the property of GOTOAPPS indefinitely, and GOTOAPPS shall have full rights to the same whether those rights are exercised in any form during the Term.

c)At no point during the term of the Agreement or during the provision of the Services to the Client, does GOTOAPPS transfer its ownership of any Intellectual Property, whether or not produced prior to or during the Term, to the Client or any other third- party. All Intellectual Property rights that exist in relation to any of the Services provided by GOTOAPPS remain the property of GOTOAPPS.

13. Client Warranties

The Client agrees and warrants that:

a)it has the power, authority and capacity to enter into the Agreement;

b)all Intellectual Property supplied to GOTOAPPS complies with all Laws, the Client is not breaching any Laws in supplying the Intellectual Property to GOTOAPPS and GOTOAPPS will not breach any Laws by using the Intellectual Property in accordance with this Agreement;

c)it will do all things and provide all information reasonably necessary to assist GOTOAPPS to perform its obligations under the Agreement; and

d)it will comply with all Laws in entering into this Agreement and in carrying out any activities and obligations in connection with this Agreement.

14. Liability

a)If the provision of the Services relies on third-party platforms and other service providers, GOTOAPPS is not responsible for outages, changes, restrictions, rate limits, deliverability issues, authentication/guest access requirements, or policy changes imposed by third-parties.

b)GOTOAPPS's liability for all loss/damages under or related to the Agreement is limited to general damages and GOTOAPPS shall not be responsible for any special or consequential damages of whatsoever nature suffered by the Client, including but not limited to loss of profit, business revenue, damage to business reputation or damage to property.

c)GOTOAPPS is not liable for any Claim directly or indirectly resulting from the Client's use of Services provided including any unlawful or improper use of the Services.

d)Despite any other term of this Agreement, GOTOAPPS's liability to the Client in relation to the Services will be limited to price of the Services. In the case of goods or products supplied, GOTOAPPS's liability is limited to the repair, replacement or refund of the goods or products.

e)GOTOAPPS is not liable for any non-provision of Services or defective or non-compliant Services unless the Client has provided GOTOAPPS with written notice of the same within seven (7) days of performance of the relevant Services.

f)GOTOAPPS is not liable for any Claim or breach of this Agreement unless the Client has provided fourteen (14) days' written notice of the breach and GOTOAPPS fails to remedy the breach within fourteen (14) days from the date of the notice.

g)GOTOAPPS is not liable in any way whatsoever for any Claim arising from or connected to the acts and omissions of the Client or any third-party.

h)The Client indemnifies and will keep indemnified GOTOAPPS in relation to any Claim by the Client or a third-party connected to a breach of the Agreement by the Client and in respect of any Claim, negligence, personal injury or death arising out of the Client's acts or omissions in connection with this Agreement.

15. Charge

a)The Client grants GOTOAPPS the following security interests as security for its performance of its obligations under the Agreement:

i)charge of all present and after-acquired personal property as security which includes all proceeds of the sale or divestment of any present or after-acquired personal property; and

ii)the Client will do all such things and provide all such documents as reasonably directed by GOTOAPPS to enable GOTOAPPS to obtain the full benefit of the securities granted under this clause.

b)GOTOAPPS can register any security interest granted under this Agreement on the Personal Property Securities Register pursuant to the PPSA in any manner that it chooses. The Client must provide GOTOAPPS with any information it requires for the purposes of applying for or giving effect to any registration. To the extent possible, the Client waives its rights in relation to sections 95, 97, 118, 121, 130, 132, 135, and 157(3) of the PPSA.

16. Termination

a)GOTOAPPS may immediately terminate the Agreement without liability if:

i)the Client breaches any term or condition of the Agreement and fails to remedy the breach after receiving written notice from GOTOAPPS;

ii)the Client commits a breach of the Agreement that cannot be remedied;

iii)the Client is guilty of fraud; or

iv)the Client is insolvent, enters into liquidation or receivership or a petition in bankruptcy is filed by or against it or if it makes an arrangement for the benefit of its creditors or if it otherwise ceases carrying on business.

b)GOTOAPPS may terminate the Agreement without liability by providing seven (7) days' written notice to the Client if the performance of its remaining obligations under the Agreement is not reasonably possible or practicable due to circumstances outside GOTOAPPS's control including but not limited to war, strike, lockout, political conditions, natural disaster or other force majeure events.

c)If the Agreement is terminated by GOTOAPPS pursuant to clause 16 of these Terms, the Client is liable for all Claims, costs, expenses, damages and losses incurred by GOTOAPPS as a result of the termination including all legal and consultant costs (on an indemnity basis) and including all consequential losses such as loss of profit and damage to business reputation.

17. Dispute Resolution

a)When a Dispute arises, the complaining Party must give notice to the other Party particularising the Dispute. The parties must then act in good faith to attempt to resolve the Dispute.

b)If the Dispute has not been resolved within 21 days of the date of the notice given pursuant to clause 17(a), the parties may take whatever action they consider appropriate, including commencing legal proceedings.

c)The Client must continue to perform its obligations under this Agreement notwithstanding the existence of a Dispute.

18. Warranty and Guarantee

a)GOTOAPPS provides no express or implied warranties, guarantees, statements, representations, agreements or undertakings in connection with the Agreement or the Services except those required by Law or expressly set out in the Agreement.

b)Should GOTOAPPS be liable for any Claim, or a Claim in any way connected to a breach of Schedule 2 of the Australian Competition and Consumer Act 2010 (Cth), subject to Law, GOTOAPPS's liability is limited to (at its sole discretion):

i)re-supply of the Services or the supply of equivalent Services;

ii)payment of the reasonable cost of re-supplying the Services or of acquiring equivalent Services; or

iii)refunding the Fee paid for the Services.

c)Where the Client is a corporation, if requested by GOTOAPPS, each of the directors jointly and severally guarantee the payment by the Client of all outstanding amounts in relation to Services supplied and agrees to complete, sign and deliver to GOTOAPPS the Guarantee.

19. Information

a)The Client warrants that any information provided to GOTOAPPS in connection with this Agreement is true, accurate and correct. The Client must provide all information requested by GOTOAPPS reasonably necessary to enable GOTOAPPS to perform its obligations under this Agreement.

20. Notice

a)Any notice, consent or communication to be given by Party under the Agreement must be given by delivering the notice by e-mail or registered post addressed to the Party at such address set out in the Quotation or otherwise notified in writing to the other Party from time to time.

b)Any notice, consent or communication so sent shall be deemed to have been duly given, served and received if personally delivered, upon receipt of the addressee, if sent by pre-paid post, 3 business days after posting and if sent by e-mail, upon receipt by the sender.

21. Trust

a)In the case of a Client that is a trust, the trustee of the Client enters this Agreement in its personal capacity as well as in its capacity as trustee. The trustee warrants that the trust is lawfully operating and that the assets of the trust shall be available to meet payment of any monies owed to GOTOAPPS by the Client.

22. Governing Law

a)Agreement shall be governed by, take effect and be construed in accordance with the Laws in force in the State of Western Australia, and the parties submit to the exclusive jurisdiction of the Courts of that State.

23. Assignment

a)The Client may not assign or transfer any part of its rights or obligations under this Agreement to a third party without the written consent of GOTOAPPS.

b)GOTOAPPS may at any time assign or transfer any part of its rights and obligations under this Agreement to any third party without the Client's consent upon providing notice to the Client.

24. Confidentiality

a)The Client must keep confidential and not disclose the Confidential Information, take all reasonable and necessary precautions to maintain the secrecy and prevent the disclosure of the Confidential Information, use the Confidential Information only for the purposes of performing its obligations under this Agreement and ensure that all of its agents, employees and representatives comply with this clause in relation to all Confidential Information.

b)Clause 24(a) does not apply to Confidential Information to the extent that the information is generally available to the public other than as a result of a breach of this Agreement, required to be disclosed by Law or permitted in writing to be disclosed by GOTOAPPS.

25. Waiver

a)Subject to the express terms of this Agreement, a right may only be waived in writing, signed by GOTOAPPS; and no other conduct by GOTOAPPS (including but not limited to a failure to exercise, or delay in exercising the right) operates as a waiver of that right or otherwise prevents the exercise of the right.

b)A waiver of a right on one or more occasions does not operate as a waiver of that right if that occasion arises again and the exercise of a right does not prevent any further exercise of that right or of any other right.

26. Severance

a)If any term or condition of these Terms is or becomes for any reason wholly or partially invalid, that term or condition shall, to the extent of the invalidity, be severed without prejudice to the continuing force and validity of the remaining terms and conditions.

27. Entire Agreement

a)The Agreement constitutes the entire agreement between the parties with respect to its subject matter.