Terms & Conditions

Last Updated: December 16th 2025

1. Agreement

1.1 This agreement applies to Customer access and use of BNDRY's Software, comprising these Terms and Conditions, the Privacy Statement, Support terms and the applicable Customer Order Form agreed between parties (collectively, the Agreement).

1.2 By signing this Agreement or clicking "Accept" when available, Customer is deemed to have (i) read and accepted this Agreement and (ii) entered into a legally binding agreement with BNDRY.

1.3 BNDRY may amend Terms and Conditions by publishing amended terms on its website and providing at least 30 days' written notice to Customer. If Customer disagrees with amended Terms and Conditions, it may terminate the Agreement during the notice period and stop using the Software. Continued use after the notice period constitutes acceptance of updated Terms and Conditions.

1.4 The Agreement may be executed in several counterparts, by electronic execution or by clicking "I accept" when available. BNDRY's counter-execution is deemed to occur upon execution by BNDRY or upon BNDRY's acceptance of Customer's order (whichever occurs first).

1.5 In the event of inconsistency between documents comprising this Agreement, the terms of the Customer Order Form (including any special conditions) prevail to the extent of the inconsistency, followed by any addenda or schedules, and then these Terms and Conditions.

2. Term

2.1 The Agreement commences on the Commencement Date and continues for the Initial Term unless terminated earlier in accordance with clause 10.

2.2 The Agreement will automatically renew for a Further Term at the end of the Initial Term or a subsequent Further Term (as applicable), unless a party notifies the other party that it does not agree to a Further Term at least 30 days prior to the end of the Initial Term or any Further Term (as applicable).

3. Customer Obligations

3.1 Access and Use

From the Commencement Date and for the duration of the Initial Term and any Further Term: (a) BNDRY will provide the Software in accordance with this Agreement; and (b) Customer and its Permitted Users may use the Software and BNDRY Material in the manner specified herein.

Customer undertakes to:

1. Ensure all details provided to BNDRY are correct, including billing and contact information and must promptly notify BNDRY of any changes to such information;
2. Only allow its Permitted Users to utilise the Software in accordance with the Agreement and ensure that its Permitted Users (and any other users) maintain the ongoing secrecy and confidentiality of all identification and log-in information, subject to compliance with any Government Agency request and/or relevant Laws; and
3. Take reasonable measures to ensure that all Permitted Users are made aware of and comply with this Agreement.
4. Customer is solely responsible for the content, quality, and accuracy of data provided to BNDRY. Customer agrees to implement and maintain reasonable administrative and technical safeguards to preserve the integrity of such data prior to its transmission to BNDRY. Customer warrants that it has taken reasonable steps to ensure that all data provided to BNDRY is formatted correctly and is free from any material errors, corruption, or malicious code that could compromise BNDRY's systems or services.

3.2 Regulatory and Reporting Requirements

1. It is Customer's sole responsibility to comply with its reporting and other obligations under any AML/CTF Legislation;
2. Customer must, prior to signing this Agreement, make its own determination as to whether or not and to what extent the Software enables it to meet its compliance and legal requirements (under subparagraph (a) or otherwise);
3. In making its determination under subparagraph (b) and executing this Agreement, Customer has not relied on any representations made by BNDRY which are not expressly contained herein.

3.3 Limitations on Use

Customer represents, warrants and undertakes to ensure that it will:

1. Only use the Software and BNDRY Material for the Approved Purpose;
2. Use best efforts to protect the Software from unauthorised access or use (to the extent that the prevention of such unauthorised access or use is within its control) and immediately notify BNDRY if such unauthorised access or use occurs; and
3. Comply with any reasonable direction given to it by BNDRY in order to ensure compliance with Law or the directions of a Regulator, investigate an issue or ensure the smooth running of the Software.

Customer must not, without BNDRY's prior written consent:

1. Share the use of the Software or any of the BNDRY Material with any third party; or
2. Reverse engineer, modify, resell, copy, sub-licence, re-create, create any derivative work from, frame, mirror, publish, distribute or make available to any third party, the Software or the BNDRY Material in any form or media or by any means.

4. Software

4.1 Integrated Services: BNDRY may use integrated services provided by third parties in delivering the Software and/or other services under this Agreement. Customer agrees to comply with any applicable third-party terms and to pay all Integrated Service Fees associated with its use of those services, as set out in the Customer Order Form.

4.2 Updates:

1. BNDRY reserves the right, but is not obligated to: Update, upgrade, change, delete, modify, amend, correct, refine, or discontinue any part of, or features and functionality of, the Software at any time.
2. BNDRY does not guarantee that any change it makes to the Software or BNDRY Material will be compatible or interoperable with any third party application, software or interface.
3. BNDRY will provide reasonable notice, at least 30 days, of any update amendments referred to in clause 4.2(a) to the Software which they reasonably consider may have a material impact on Customer.

4.3 Support Services: BNDRY's support terms can be found at https://bndry.net/legal/support.

4.4 Communication & Notifications:

1. BNDRY maintains a service status page at https://status.bndry.net which provides visibility of our service status including:
   1. Uptime and availability performance;
   2. Any planned outages or changes that need to be made as a matter of normal business; and
   3. Details of any incidents or unplanned outages.
2. BNDRY's status page will be the primary channel for communication to Customers about any expected impact to the normal operation of the Software. Where BNDRY becomes aware of a material issue affecting a third-party integrated service, BNDRY will use reasonable efforts to update the status page to reflect that issue for visibility; However, BNDRY does not control or guarantee the availability or performance of third-party integrated services, and any such third-party issues will not be considered outages for the purposes of BNDRY's service levels, uptime metrics or any related remedies under this Agreement.
3. For the avoidance of doubt, BNDRY will not, in the event of a notifiable data breach, make use of the status page. Communications related to data breaches will be managed by BNDRY's Data Protection Officer and will be communicated to the nominated privacy, legal, risk or compliance officer nominated by Customer.

5. Fees and Payment Terms

5.1 Fees

1. In consideration for the provision of the Software and related services under this Agreement, Customer will pay BNDRY the Fees set out in the Customer Order Form, comprising the Platform Service Fees, any applicable Integrated Service Fees plus any applicable Taxes.
2. Customer agrees to pay the Fees monthly in arrears and in accordance with this clause 5 until the termination or the expiration of this Agreement.
3. Any paid Fees and Taxes are non-refundable.
4. BNDRY reserves the right to suspend all or part of the Software indefinitely if Customer fails to pay any Fees in accordance with this clause 5.
5. BNDRY may increase the Platform Service Fees by providing Customer with at least 30 days' written notice. Any such increase must be reasonable, having regard to factors such as increased operating costs, inflation, enhancements to the Software, or changes in service scope. If Customer does not accept the revised Platform Service Fees, it may terminate this Agreement by giving written notice within 14 days of receiving the notice, with such termination to take effect at the end of the 30-day notice period. If Customer does not provide notice of termination, the revised Platform Service Fees will take effect at the end of the 30-day notice period. Failure to notify BNDRY of termination within the notice period will be taken as acceptance of the revised Platform Service Fees.
6. Integrated Service Fees are subject to variation from time to time, including as a result of changes imposed by third-party providers. BNDRY will provide Customer with at least 30 days' prior written notice of any such changes. If Customer does not agree to the revised Integrated Service Fees, it may elect to discontinue the affected integrated services or terminate the Agreement by giving written notice within 14 days of receiving notice of the increase, with such termination to take effect at the end of the 30-day notice period. If Customer does not provide notice of discontinuation or termination, the revised Integrated Service Fees will take effect at the end of the 30-day notice period. Failure to notify BNDRY of discontinuation or termination within the notice period will be taken as acceptance of the revised Integrated Service Fees.
7. The revised Fees will be determined in accordance with this clause 5 and, once agreed in writing, will be deemed incorporated into this Agreement without the need for further action by the parties.

5.2 GST

If GST is or becomes payable on any party making a supply under this Agreement, the parties agree that:

1. Consideration for the supply is to be considered exclusive of GST; and
2. BNDRY may recover from the recipient an additional amount equal to the consideration for the supply multiplied by the prevailing GST rate.

6. Intellectual Property

6.1 Software Licence

Subject to compliance with this Agreement, BNDRY grants Customer and its Related Bodies Corporate:

1. A worldwide, non-exclusive, revocable, royalty-free, non-transferable, non-sublicensable license;
2. For the Term, to use the Software and the BNDRY Materials strictly for the Approved Purpose and on the terms set out in this Agreement.

The licence granted hereunder by BNDRY will be automatically revoked and will immediately terminate upon the termination or the expiration of this Agreement.

6.2 BNDRY Material

1. BNDRY owns all rights, title and interest (including Intellectual Property Rights) in and to all BNDRY Material.
2. Customer must not, and must ensure that its employees, officers, agents and Permitted Users do not, use BNDRY Material for any purpose other than the Approved Purpose.

6.3 Background IP

Each party will retain all rights, title and interest in and to its own Background IP. Other than as expressly set out in this Agreement, neither party acquires any right, title, or interest in or to the Background IP of the other party.

6.4 Developed IP

BNDRY owns all rights, title and interest (including Intellectual Property Rights) in and to any Developed Material.

6.5 Intellectual Property Rights Warranties

Customer represents, warrants and undertakes to BNDRY that:

1. To the extent that any Customer Material or Customer Data contains Personal Information, it has obtained the necessary consents required to transfer or permit access to this Personal Information as contemplated herein;
2. It acknowledges that BNDRY has limited control or visibility over the content of Customer Data and has therefore made reasonable steps to ensure that neither Customer Material nor Customer Data contains any material which is unlawful or would cause either party to be in breach of Law;
3. It will, in the event of an inquiry or investigation into the content of Customer Material or Customer Data by a regulatory, judicial or government body or any other third party with a legitimate interest in the matter, provide any information or cooperation requested by BNDRY or the aforementioned parties for the purpose of responding to same; and
4. BNDRY shall not be liable for, and is released of all liability relating to, the content of any Customer Data, Customer's failure to comply with this clause 6.5 or any breach of a representation or warranty under this clause 6.5.

6.6 Infringement Claim

Subject to Law, in the event of an Infringement Claim, the party who is being threatened with or has received an Infringement Claim (Indemnified Party) in relation to the other party's (Indemnifying Party) Intellectual Property, must:

1. Promptly notify the Indemnifying Party of the Infringement Claim in writing;
2. Use its best endeavours to mitigate any Loss;
3. Update and consult with the Indemnifying Party about the progress of the Infringement Claim in good faith;
4. Not make any admissions or take any action in relation to the Infringement Claim without the Indemnifying Party's prior written consent (such consent not to be unreasonably withheld or delayed);
5. Permit the Indemnifying Party control over any and all investigations, negotiations, settlement and dispute resolution proceedings relating to the Infringement Claim; and
6. Reasonably cooperate with, assist and act at all times in accordance with the reasonable instructions of the Indemnifying Party in relation to the Infringement Claim and any consequent investigations, negotiations, settlement and dispute resolution proceedings.

6.7 Indemnity

Each party (Indemnifying Party) must indemnify the other party (Indemnified Party) against any direct loss, claim, damage, expense, cost, proceeding, liability or charge of any nature sustained or incurred by the Indemnified Party:

1. As a result of an Infringement Claim; or
2. As a result of the Indemnifying Party's material breach of clause 3.3 or 6.5, except to the extent that the Loss is directly attributable to the fraud, gross negligence, breach of law or wilful misconduct of the Indemnified Party or its Representatives.
3. Customer shall not bring any claims against BNDRY, and shall indemnify BNDRY in full in respect of any claims (including legal costs), which arise in connection with Customer not meeting its regulatory and legislative obligations, or the Software not being fit for Customer's purpose.

7. Privacy, Customer Data and Security

7.1 Privacy

1. BNDRY handles information in accordance with its Privacy Statement, available on BNDRY's website.
2. Each party must: comply with all applicable Privacy Laws in relation to Personal Information; only use or disclose Personal Information to the extent necessary to provide, use or receive the Software (unless otherwise required by Law); ensure any person to whom it discloses Personal Information is aware of and complies with the obligations under this clause 7.1; not do any act, engage in any practice, or omit to do any act or engage in any practice that would result in a breach of a Privacy Law, or would cause the other party to breach or be taken to breach a Privacy Law; and take all reasonable steps to protect any Personal Information provided to it under the Agreement from misuse, loss, unauthorised access, modification or disclosure.
3. BNDRY may disclose Personal Information to its Representatives for the purposes of providing the Software.
4. Subject to clause 12, each party agrees to indemnify and keep the other party indemnified against all Losses incurred by the other party as a direct result of any breach by it of its obligations under this clause 7.1.

7.2 Customer Data

1. Customer is the owner of all Intellectual Property Rights in and to the Customer Data.
2. Customer grants BNDRY a non-exclusive, non-transferable, non-assignable, sublicensable, royalty-free, irrevocable, worldwide licence to access, use, copy, reproduce, and store the Customer Data to the extent necessary for the purposes of this Agreement, compliance with law or for record keeping purposes.
3. If BNDRY deals with any Customer Data under this Agreement, BNDRY will:
   1. Process and use the Customer Data in accordance with the Agreement and Customer's reasonable and written lawful instructions, save where otherwise required under law, judicial or regulatory ruling, for the purposes of cooperating or consulting with a Regulator or for the purpose of investigating potential fraud, breach of law, breach of the Agreement or misuse of the Software; and
   2. Use all reasonable endeavours to implement technical and organisational measures to protect the Customer Data from Data Breaches that are appropriate and conform with industry practice data protection techniques.
4. Customer acknowledges and agrees that:
   1. BNDRY may engage third party suppliers, agents, advisors, service providers or contractors to assist BNDRY in delivering the Software and/or Support Services; and
   2. Subject always to clause 7.1, BNDRY may permit such persons to access the Customer Data, only as necessary for the subcontractor to deliver the products or services to BNDRY and for Customer; and
   3. BNDRY remains fully responsible for acts and omissions of its agents and subcontractors in connection with the Agreement as if they were the acts and omissions of BNDRY.
5. BNDRY may create anonymised or de-identified statistical data from the Customer Data and usage of the Software or Support Services, including through aggregation. Once anonymised, BNDRY may use it for its own purposes. These may include (but are not limited to) to provide and improve its services, to develop new services or product offerings or to identify business trends.

8. Confidential Information

8.1 Protection of Confidential Information

Each party must keep confidential any Confidential Information disclosed to it or made available to it by the other party.

8.2 Permitted Disclosures

Customer or BNDRY (Disclosing Party) may disclose the Confidential Information on the following terms:

1. To their Representatives on a need-to-know basis for the purposes of the Agreement and subject to the Disclosing Party taking reasonable steps to ensure that their Representatives are fully aware of the confidential nature of the Confidential Information before the disclosure is made;
2. Except where immediate disclosure is required, with the other party's prior written consent, which must not be unreasonably withheld;
3. As required to be disclosed by any Laws or the listing rules of any stock exchange where that party's securities are listed or quoted; or
4. As expressly permitted by this Agreement.

8.3 Removal of Confidential Information

At the request of the party to whom the Confidential Information belongs, each party must take reasonable steps to deliver, erase, or destroy all electronic and physical documents in its possession or control that contain Confidential Information.

8.4 Return Exceptions

A party may retain the other party's Confidential Information for the purpose of:

1. Complying with any Law;
2. Litigation;
3. Internal quality assurance, corporate governance and record-keeping; or
4. Performing its obligations or exercising its rights under this Agreement, provided it retains the Confidential Information in a secure manner and disposes of it in accordance with clause 8.3 when it is no longer required.

8.5 Announcements

1. BNDRY may make a press release, announcement or other public notification in relation to the Agreement or the Software with the prior written consent of Customer, unless such release, announcement or public notification is required in accordance with any Laws or listing rules applicable to BNDRY.
2. Customer agrees that BNDRY may use or reproduce any of Customer's trade marks or branding for any lawful purpose subject to consulting with, and agreement by, Customer.
3. Customer agrees that despite subparagraph (b), BNDRY may use Customer's name and logo on its website, advertising materials, prospectus or investor documents that are provided by Customer, for the sole purpose of identifying Customer as a customer of BNDRY.

9. Warranties

9.1 Mutual Warranties

Each party represents and warrants to the other party as at the date of the Agreement and at all times during the Term that:

1. (if a corporation) it is validly incorporated;
2. (if a corporation) it has taken all corporate action necessary to authorise the execution of the Agreement to render the Agreement legally enforceable in accordance with its terms;
3. All authorisations and consents, including by any government agency, that are required or will be required to execute and perform the obligations under the Agreement have been lawfully obtained;
4. It has full legal capacity, power and authorisation to enter into this Agreement;
5. The execution and performance by it of the Agreement does not breach its Constitution, any agreement binding on it or any applicable Laws; and
6. It has disclosed any and all information concerning it which could reasonably be regarded as affecting the decision of the other party to enter into this Agreement.

9.2 No Warranties in Relation to Result

BNDRY makes no further warranty and, in particular, does not warrant that:

1. Any result or objective, can or will be achieved or attained at all by the use of the Software or BNDRY Materials;
2. The Software and BNDRY Materials will at all times be completely free from viruses or other unauthorised malicious code, however, BNDRY does warrant that the Software and BNDRY Materials are, to the best of its knowledge, substantially free of such viruses or other unauthorised malicious code;
3. The Software will be uninterrupted, error-free, and available at all times;
4. The Software and BNDRY Materials will be fit for Customer's purpose; or
5. The Software will ensure Customer's compliance with any applicable law or reporting obligation.

9.3 No Advice Provided

At all times, Customer agrees and acknowledges that BNDRY:

1. Has not provided it with any financial, legal or regulatory advice;
2. Has not reviewed, considered, or advised on any of the regulatory requirements, reporting obligations or laws which may or may not apply to Customer; and
3. Is providing the Software to Customer following Customer's own due diligence and testing of the Software and in accordance with Customer's instructions.

BNDRY makes no representations or warranties regarding the Software being fit for Customer's purposes and expressly excludes same hereunder.

10. Termination

10.1 Termination Upon Notice

Either party may terminate the Agreement in whole or in part at will by giving at least 60 days' written notice to the other party.

10.2 Termination for Cause

Either party may terminate the Agreement immediately by written notice if the other party:

1. Commits a material breach of the Agreement that is not capable of remedy;
2. Commits a material breach of the Agreement and, if the breach is capable of remedy, does not remedy that breach within 30 days after receipt of notice of the breach (or any further time allowed by the party);
3. Fails to pay an outstanding amount due and payable hereunder within 14 days of receiving notice of same;
4. Breaches any warranty or representation under this Agreement; or
5. Suffers an Insolvency Event.

10.3 Effect of Termination

1. If this Agreement is terminated hereunder, then the Platform Service Fees for the remainder of the Initial Term following termination will become immediately due and payable by Customer to BNDRY.
2. On termination, all money owing by Customer to BNDRY under the Agreement for the Software and Support Services provided by BNDRY up to the effective date of termination will immediately become due and payable by Customer to BNDRY.
3. Customer must:
   1. Subject to clauses 8.3 and 8.4, promptly, and in any event, within 2 Business Days return or destroy (at BNDRY's election) all Materials and Confidential Information given or made available to it by BNDRY; and
   2. If requested by BNDRY, promptly provide a signed declaration that it has complied with its obligations under subparagraph (c)(i).
   3. Without limiting the rights of either party under this Agreement: if Customer terminates this Agreement pursuant to clauses 10.2, 5.1(e) and (f), and 14(b), then BNDRY must repay all pre-paid fees paid by Customer for Services that will not be provided from the effective date of termination; and in all other circumstances, clause 5.1(c) shall apply.

10.4 Preservation of Rights

Expiry or termination of the Agreement for any reason does not affect any rights of either party against the other which arose prior to the time at which such termination or expiry occurred, or which otherwise relate to, or which may arise at any future time for any breach or non-observance of obligations under the Agreement occurring prior to the termination or expiry.

11. Liability and Exclusion

11.1 Limitations on Liability

1. To the fullest extent permitted by law, the total liability of BNDRY to any other party under or in connection with the Agreement in respect of all Claims will not exceed the Platform Service Fees paid or payable in the 12 months immediately prior to the Claim.
2. The parties agree that the limitation of liability in clause 11.1(a) does not apply in respect of the indemnities set out in clause 12.1.

11.2 Exclusion of Consequential Loss

Neither party is liable to the other for any kind of indirect or Consequential Loss or damage, including Loss or corruption of the Confidential Information, copies, or backups, arising out of or in connection with this Agreement.

11.3 Australian Consumer Law

Nothing in the Agreement is intended to limit or exclude the consumer guarantees or rights which cannot be excluded under the Australian Consumer Law.

12. Indemnities

12.1 BNDRY Indemnities

BNDRY agrees to indemnify and hold Customer harmless from and against all Loss Customer incurs as a direct result of any third party claim against Customer alleging that the Software infringes the Intellectual Property Rights of any person. However, BNDRY will not indemnify Customer:

1. To the extent Customer's breach of this Agreement (including clause 3) contributed to the Claim;
2. Where Customer uses the Software in a manner which is unauthorised or contrary to this Agreement;
3. Where the infringement arises due to Customer's failure to use an Update made available by BNDRY; or
4. Where Customer does not comply with any specifications or directions provided by BNDRY relating to the Software.

12.2 Client Indemnities

Customer indemnifies BNDRY, and holds BNDRY harmless from and against all Claims and Loss (on a full indemnity basis) it or its Representatives incurs or suffers as a result of:

1. A breach of this Agreement;
2. A representation or a warranty under this Agreement being untrue or incomplete at any time;
3. Any use of the Software for a purpose other than the Approved Purpose; and
4. Any negligent act or omission, fraud, breach of law or wilful misconduct by Customer, its Representatives, or its Permitted Users.
5. Each party agrees to indemnify and keep the other party indemnified against all Losses incurred by the other party as a direct result of any breach by it of its obligations under clause 7.1.

13. Dispute Resolution

13.1 Dispute Resolution

A party claiming that a dispute has arisen in respect of the Agreement must notify the other party in writing specifying the nature of the dispute. Within seven (7) days after receipt of the notice, the representatives of each party will meet to negotiate in good faith to seek resolution of the dispute. If the representatives resolve the dispute, their agreement will be recorded in writing and will be binding on both parties.

13.2 Mediation

1. If, within twenty (20) Business Days, the dispute cannot be resolved following negotiation between the parties, either party may refer the dispute for mediation.
2. The parties agree to negotiate in good faith to agree on the appointment of a mediator, or failing agreement, as appointed by the President of the Law Society of New South Wales.
3. The costs of the mediator are to be borne equally between the parties.
4. If the dispute cannot be resolved through mediation, either party may commence proceedings. Nothing in this clause 13 prevents either party from commencing any proceedings at any time for urgent interim relief in any court or tribunal having jurisdiction over such action or proceeding.

13.3 Bar to Proceedings

A party may not bring proceedings against another party before taking the steps outlined in clauses 13.1 and 13.2.

13.4 Urgent Action Permitted

Notwithstanding clause 13.3, nothing in this clause 13 shall prevent a party from seeking urgent relief from a court or judicial or regulatory body in the form of an injunction or declaration.

14. Force Majeure Event

1. If a Force Majeure Event prevents BNDRY from providing the Software or any product or service under this Agreement, BNDRY will provide Customer a written notice of the Force Majeure Event and the anticipated impact on its performance of its obligations under this Agreement.
2. If a Force Majeure Event continues for more than 30 days, either party may terminate the Agreement by written notice to the other without penalty.
3. Where the Agreement has been terminated in accordance with clause 14(b), any prepaid amounts paid by Customer and for which goods, services or other consideration has not been received, must be refunded within sixty (60) Business Days after termination, unless the recipient for those amounts elects otherwise.

15. General

1. A notice, consent, approval, waiver, or other communication provided in connection with the Agreement must be in writing. A notice must be given by email and is effective upon receipt.
2. The Agreement represents the entire agreement between the parties and supersedes all prior discussions, negotiations, understandings, and agreements in relation to the subject matter of this Agreement.
3. A provision of this Agreement, or right, power or remedy created under it, may not be varied except in writing signed by the party or parties to be bound.
4. Neither party may assign or otherwise deal with all or any party of its rights or obligations under the Agreement without the other party's prior written consent (which may not be unreasonably withheld but which may be given subject to reasonable conditions).
5. The Agreement does not create a relationship or agency, contractor, partnership, joint venture or employment between the parties. No party may act or hold itself out as having the authority to act as the agent or representative of another party or in any way bind or commit another party to any obligation.
6. Customer acknowledges that it is not, nor will it be, the exclusive customer to BNDRY for the Software.
7. Part or all of any provision of the Agreement that is illegal or unenforceable will be severed from the Agreement and will not affect the continued operation of the remaining provisions of this Agreement.
8. The rights, powers and remedies provided in the Agreement are in addition to those provided by Law independently of this Agreement, and each right, power and remedy provided in the Agreement (including any right of indemnity) is additional to and not exclusive of every other right, power or remedy provided in this Agreement.
9. Termination or expiration in whole or in part of the Agreement does not affect those provisions and those obligations of a party which by their very nature survive termination, including clause 6 (Intellectual Property), clause 7 (Privacy, Customer Data and Security), clause 8 (Confidential Information), clause 10 (Termination), clause 11 (Liability and Exclusion).
10. The Agreement is governed by the laws in force in New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales, Australia.

16. Definitions

Agreement means this agreement applying to Customer access and use of BNDRY's Software, comprising these Terms and Conditions, the Privacy Statement, Support terms and the applicable Customer Order Form.

AML/CTF Legislation means anti-money laundering and counter-terrorism financing legislation applicable to the Customer in any jurisdiction in which Customer operates.

Approved Purpose means the purpose for which Customer is permitted to use the Software as specified in the Customer Order Form.

Australian Consumer Law means the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Background IP means any Intellectual Property Rights owned or licensed by a party prior to the commencement of, or independently of, the Agreement.

BNDRY means BNDRY Pty Ltd ABN 49 678 808 449.

BNDRY Material means all material, content, documentation, data and information (including software, code, algorithms, workflows, models, APIs, and interfaces) owned, developed or licensed by BNDRY and used in connection with or forming part of the Software, excluding Customer Data.

Business Day means a day that is not a Saturday, Sunday, or public holiday in New South Wales, Australia.

Claim means any claim, action, proceeding, demand, damage, loss, liability, cost, charge, expense, outgoing or payment.

Commencement Date means the date specified in the Customer Order Form on which the Agreement commences.

Confidential Information means all information of a confidential or proprietary nature disclosed by one party to the other in connection with the Agreement, regardless of form, but excluding information that is publicly available (other than through a breach of this Agreement), already known to the recipient without restriction, or independently developed by the recipient.

Consequential Loss means any loss of revenue, loss of profits, loss of anticipated savings, loss of business, loss of opportunity, loss of data, or any indirect, special, or consequential loss or damage.

Customer means the entity identified as the customer in the Customer Order Form.

Customer Data means any data, information or content provided, uploaded, or submitted by Customer or its Permitted Users to BNDRY or the Software.

Customer Material means all material, content, documentation, data and information provided by Customer to BNDRY in connection with this Agreement, other than Customer Data.

Customer Order Form means the order form executed by Customer and BNDRY setting out the specific terms of the engagement, including fees, term, and approved purpose.

Data Breach means unauthorised access to, or unauthorised disclosure of, or loss of, Customer Data or Personal Information held by BNDRY.

Developed Material means any material, content, software, documentation, or other output created or developed by BNDRY in the course of performing its obligations under this Agreement.

Fees means the Platform Service Fees and any applicable Integrated Service Fees and Taxes payable by Customer under this Agreement.

Force Majeure means any event beyond a party's reasonable control, including acts of God, natural disasters, war, terrorism, civil disturbance, government action, pandemic, epidemic, or failure of third-party infrastructure or utilities.

Further Term means a renewal period of the same duration as the Initial Term (or such other period as agreed in writing) commencing upon the expiry of the Initial Term or a preceding Further Term.

Government Agency means any government, governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.

GST has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Information System means any system for generating, sending, receiving, storing, displaying or otherwise processing electronic communications, including computer systems, networks, and software.

Infringement Claim means any claim, demand, action or proceeding alleging that the use of a party's Intellectual Property Rights infringes the Intellectual Property Rights of a third party.

Initial Term means the initial subscription period specified in the Customer Order Form.

Insolvency Event means any of the following events in relation to a party: the party is unable to pay its debts as they fall due; a receiver, administrator, liquidator or similar officer is appointed over any of its assets; it enters into a scheme of arrangement with its creditors; or it is wound up or dissolved.

Integrated Service Fees means the fees payable by Customer for third-party integrated services used in connection with the Software, as set out in the Customer Order Form.

Intellectual Property (or Intellectual Property Rights) means all intellectual property rights, including patents, trade marks, service marks, design rights, copyright, database rights, trade secrets, know-how, confidential information, and any other proprietary rights, whether registered or unregistered, anywhere in the world.

Law means any applicable legislation, regulation, ordinance, by-law, binding code of conduct or practice, or enforceable direction or order of any Government Agency or Regulator.

Loss means any loss, damage, cost, expense, liability, claim or proceeding of any kind.

Material means any tangible or intangible material, including software, documentation, data, and other content.

Permitted User means an individual authorised by Customer to access and use the Software under this Agreement.

Personal Information means information or an opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not and whether the information or opinion is recorded in a material form or not.

Platform Service Fees means the recurring fees payable by Customer for access to the Software, as set out in the Customer Order Form.

Privacy Laws means the Privacy Act 1988 (Cth), the Australian Privacy Principles (APPs), the General Data Protection Regulation (EU) 2016/679 (GDPR), and any other applicable privacy or data protection legislation.

Regulators includes: the Australian Securities and Investments Commission (ASIC); the Australian Prudential Regulation Authority (APRA); the Australian Transaction Reports and Analysis Centre (AUSTRAC); the Financial Action Task Force (FATF); the New Zealand Financial Intelligence Unit (NZ FIU); the Office of the Australian Information Commissioner (OAIC); the Reserve Bank of Australia (RBA); the National Institute of Standards and Technology (NIST); and the Australian Cyber Security Centre (ACSC).

Related Body Corporate has the meaning given in the Corporations Act 2001 (Cth).

Representative means, in relation to a party, any officer, employee, agent, contractor, adviser, or other person acting on behalf of that party.

Software means the software platform and related services provided by BNDRY to Customer as described in the Customer Order Form.

Support Services means the technical support and assistance provided by BNDRY to Customer in accordance with BNDRY's support terms.

Taxes means GST and any other applicable taxes, levies, duties, or similar governmental charges.

Term means the Initial Term and any Further Term.

Terms and Conditions means these terms and conditions as amended from time to time in accordance with this Agreement.

Third Party IP means Intellectual Property Rights owned by a third party and licensed to BNDRY for use in connection with the Software.

Timely Manner means within the timeframe specified in this Agreement or, where no timeframe is specified, within a reasonable time having regard to the nature and urgency of the relevant obligation.

Update means any modification, enhancement, upgrade, patch, or new version of the Software released by BNDRY from time to time.

17. Interpretations

In this Agreement:

1. If a word or phrase is defined, its other grammatical forms have a corresponding meaning;
2. Words such as including or for example do not limit the meaning of the words preceding them;
3. A reference to a document or instrument, including this Agreement, includes all of its clauses, paragraphs, recitals, parts, schedules, and annexures;
4. A party includes the party's successors and permitted transferees and assigns and if a party is an individual, includes executors and personal legal representatives;
5. An obligation or liability assumed by, or a right conferred on, two or more parties binds or benefits them all jointly;
6. No provision of the Agreement will be construed to the disadvantage of a party merely because that party was responsible for preparing the Agreement or including the provision in this Agreement;
7. All monetary amounts are expressed in Australian Dollars ($AUD); and
8. Parties must perform their obligations on the dates and times fixed by reference to Sydney, New South Wales.