Terms & Conditions

1. Agreement

BNDRY may amend these Terms by publishing changes on its website with at least 30 days' written notice. Customers may terminate during the notice period if they disagree. Continued use after notice means acceptance of amendments.

The Agreement may be executed in several counterparts, by electronic execution or by clicking "I accept" on these Terms and Conditions when the option is made available.

In case of document inconsistencies, the Customer Order Form prevails, followed by addenda or schedules, then these Terms and Conditions. The Data Processing Agreement governs the processing and protection of the Controller's Personal Information.

2. Term

The Agreement begins on the Commencement Date and continues for the Initial Term (12 months) unless terminated earlier. The Agreement will automatically renew for a Further Term at the end of the Initial Term or any subsequent Further Term, unless a party notifies the other at least 30 days prior to the end of the current term that it does not agree to a Further Term.

3. Customer Obligations

3.1 Access and Use

Customers must:

• Ensure all details provided to BNDRY are correct and promptly notify BNDRY of changes
• Only allow Permitted Users to use the Software and ensure they maintain the secrecy and confidentiality of all identification and log-in information
• Take reasonable measures ensuring all Permitted Users comply with this Agreement
• Be solely responsible for content, quality, and accuracy of data provided to BNDRY, and implement reasonable administrative and technical safeguards to preserve the integrity of such data prior to transmission

Customers warrant having taken reasonable steps ensuring all data provided to BNDRY is formatted correctly and free from material errors, corruption, or malicious code.

3.2 Regulatory and Reporting Requirements

It is the Customer's sole responsibility to comply with its reporting and other obligations under any AML/CTF Legislation. The Customer must, prior to signing this Agreement, make its own determination as to whether the Software enables it to meet its compliance and legal requirements. In executing this Agreement, the Customer has not relied on any representations made by BNDRY which are not expressly contained herein.

3.3 Limitations on Use

Without BNDRY's prior written consent, customers must not:

• Share use of the Software or any BNDRY Material with any third party
• 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 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. The 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

BNDRY reserves the right to update, upgrade, change, delete, modify, amend, correct, refine, or discontinue any part of, or features and functionality of, the Software at any time. BNDRY will provide at least 30 days' reasonable notice of any updates which it reasonably considers may have a material impact on the Customer. BNDRY does not guarantee that any changes will be compatible or interoperable with any third-party application, software or interface.

4.3 Support Services

BNDRY's support terms can be found at bndry.net/legals/support.

4.4 Communication and Notifications

BNDRY maintains a service status page at status.bndry.net which provides visibility of service status including uptime and availability performance, planned outages, and details of incidents or unplanned outages.

In the event of a notifiable data breach, BNDRY will not use the status page. Communications related to data breaches will be managed by BNDRY's Data Protection Officer and communicated to the Customer's nominated privacy, legal, risk or compliance officer.

5. Fees and Payment

5.1 Fees

The Customer will pay BNDRY the Fees set out in the Customer Order Form, comprising Platform Service Fees, any applicable Integrated Service Fees, and any applicable Taxes. Any paid Fees and Taxes are non-refundable. BNDRY reserves the right to suspend all or part of the Software indefinitely if the Customer fails to pay any Fees.

BNDRY may increase Platform Service Fees 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. Customers may terminate within 14 days of receiving notice if they disagree.

Integrated Service Fees may vary from time to time, including due to third-party changes. BNDRY will provide at least 30 days' prior written notice. Customers may discontinue affected services or terminate the Agreement by notice within 14 days.

5.2 GST

If GST applies to supplies under this Agreement, the consideration is exclusive of GST. 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 customers a worldwide, non-exclusive, revocable, royalty-free, non-transferable, non-sublicensable licence for the Term to use the Software and BNDRY Materials strictly for the Approved Purpose. The licence is automatically revoked upon termination or expiration of this Agreement.

6.2 BNDRY Material

BNDRY owns all rights, title and interest (including Intellectual Property Rights) in and to all BNDRY Material. The Customer must not use BNDRY Material for any purpose other than the Approved Purpose.

6.3 Background IP

Each party retains all rights, title and interest in and to its own Background IP. Neither party acquires any right, title, or interest in or to the Background IP of the other party except as expressly set out in this Agreement.

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 Warranties

To the extent that any Customer Material or Customer Data contains Personal Information, the Customer warrants it has obtained the necessary consents required to transfer or permit access to this Personal Information. BNDRY shall not be liable for, and is released of all liability relating to, the content of any Customer Data or the Customer's failure to comply with this clause.

6.6 Indemnity

Each party indemnifies the other against any direct loss, claim, damage, expense, cost, proceeding, liability or charge of any nature sustained or incurred as a result of an Infringement Claim, or material breach of clause 3.3 or 6.5, except where the Loss is directly attributable to fraud, gross negligence, breach of law, or wilful misconduct of the indemnified party.

7. Privacy, Customer Data and Security

7.1 Privacy

BNDRY handles information in accordance with its Privacy Statement. Each party must comply with all applicable Privacy Laws, use or disclose Personal Information only to the extent necessary to provide, use or receive the Software, and take all reasonable steps to protect Personal Information from misuse, loss, unauthorised access, modification or disclosure.

7.2 Customer Data

The Customer owns all Intellectual Property Rights in and to the Customer Data. The Customer grants BNDRY a non-exclusive, non-transferable, royalty-free licence to access, use, process, and store Customer Data solely to the extent necessary to provide the Services. This licence terminates upon expiry or termination of this Agreement, subject to any retention obligations imposed by law.

BNDRY may create anonymised or de-identified statistical data from Customer Data and usage of the Software. Once anonymised, BNDRY may use it for its own purposes.

8. Confidential Information

Each party must keep confidential any Confidential Information disclosed to it by the other party. Confidential Information may be disclosed to Representatives on a need-to-know basis, as required by law, or as expressly permitted by this Agreement. Each party must, upon request, take reasonable steps to deliver, erase, or destroy all documents containing the other party's Confidential Information.

BNDRY may use the Customer's name and logo on its website, advertising materials, prospectus or investor documents for the sole purpose of identifying the Customer as a customer of BNDRY.

9. Warranties

9.1 Mutual Warranties

Each party represents and warrants that it is validly incorporated (if a corporation), has full legal capacity and authority to enter into this Agreement, and that execution and performance does not breach its Constitution, any agreement binding on it, or any applicable Laws.

9.2 No Warranties in Relation to Result

BNDRY does not warrant that:

• Any particular result or objective can or will be achieved through use of the Software
• The Software will be completely free from viruses or other unauthorised malicious code (though BNDRY warrants it is, to the best of its knowledge, substantially free of such code)
• The Software will be uninterrupted, error-free, and available at all times
• The Software will be fit for the Customer's purpose
• The Software will ensure the Customer's compliance with any applicable law or reporting obligation

9.3 No Advice Provided

BNDRY has not provided any financial, legal or regulatory advice, and has not reviewed or advised on any regulatory requirements, reporting obligations or laws which may or may not apply to the Customer. The Software is provided following the Customer's own due diligence and testing.

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 immediately by written notice if the other party:

• Commits a material breach that is not capable of remedy
• Commits a material breach and does not remedy that breach within 30 days after receipt of notice
• Fails to pay an outstanding amount due within 14 days of receiving notice
• Breaches any warranty or representation under this Agreement
• Suffers an Insolvency Event

10.3 Effect of Termination

On termination, all money owing for Software and Support Services provided up to the effective date of termination becomes immediately due and payable. Platform Service Fees for the remainder of the Initial Term following termination will also become immediately due and payable.

Customers must promptly return or destroy all Materials and Confidential Information provided by BNDRY. Any paid Fees are non-refundable except where the Customer terminates pursuant to clauses 10.2, 5.1(e)&(f), and 14(b), in which case BNDRY must repay all pre-paid fees for Services not yet provided.

11. Liability and Exclusion

11.1 Limitation of Liability

To the fullest extent permitted by law, the total liability of BNDRY 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.

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 data, loss of revenue, profit, income, bargain, opportunity, use, production, business, contract, goodwill, or anticipated savings.

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 the Customer harmless from and against all Loss the Customer incurs as a direct result of any third-party claim alleging that the Software infringes the Intellectual Property Rights of any person, except where the Customer's breach of this Agreement contributed to the claim, or where the Customer uses the Software in an unauthorised manner.

12.2 Customer Indemnities

The Customer indemnifies BNDRY against all Claims and Loss arising from:

• A material breach of this Agreement by the Customer
• A representation or warranty made by the Customer being untrue or incomplete
• Any use of the Software for a purpose other than the Approved Purpose
• Any negligent act or omission, fraud, breach of law or wilful misconduct by the Customer or its Representatives

13. Dispute Resolution

A party claiming a dispute has arisen must notify the other party in writing. Within seven days, representatives of each party will meet to negotiate in good faith. If unresolved after 20 Business Days, either party may refer the dispute to mediation. Mediation costs are borne equally. If mediation fails, either party may commence proceedings. Nothing prevents either party from seeking urgent interim relief at any time.

Disputes are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales.

14. Force Majeure

If a Force Majeure Event prevents BNDRY from providing the Software, BNDRY will provide written notice and the anticipated impact. If a Force Majeure Event continues for more than 30 days, either party may terminate the Agreement without penalty. Any prepaid amounts for services not yet received must be refunded within 60 Business Days after termination.

15. General

• Notices must be given in writing by email and are effective upon receipt
• This Agreement represents the entire agreement between the parties and supersedes all prior discussions and agreements
• No provision may be varied except in writing signed by the party or parties to be bound
• Neither party may assign its rights or obligations without the other party's prior written consent
• This Agreement does not create a relationship of agency, partnership, joint venture or employment between the parties
• If any provision is illegal or unenforceable, it will be severed from the Agreement without affecting the remaining provisions