In these Terms, "Tekmatix", "we", "us" or "our" means Tekmatix Pty Ltd (ABN 31 689 384 549) of Suite 5299, Q Supercentre, 14 Allendale Entrance, Mermaid Waters, Queensland, Australia 4218.

"Client", "you" or "your" means the person, company or other entity that purchases, books, requests or accepts any Service from Tekmatix, and includes any person who appears to Tekmatix to have authority to act on that entity's behalf.

These Terms apply to all paid services, done-for-you work, set-up packages, builds, migrations, configurations, consulting, strategy, design, copywriting, automation, training and any other work performed by Tekmatix or its Personnel for the Client (each a "Service" or "Project"), whether purchased through a sales page, a quote, a proposal, an invoice, a booking, an email exchange, a call, or any other means.

These Terms apply whether or not a separate written agreement is signed, and apply to every future Service purchased by the Client unless expressly replaced in writing signed by Tekmatix.

The Client's use of the Tekmatix Platform is governed at all times by the Tekmatix Terms of Service published at https://tekmatix.com/terms (the "Platform Terms"), as amended from time to time. The Client acknowledges it has read and accepted the Platform Terms.

These Services Terms are additional to, and do not replace, the Platform Terms.

Order of precedence. Where there is any inconsistency:

• (a)in relation to the Platform, the Platform subscription, Platform features, plan inclusions, sub-accounts, add-ons, Consumables, Platform cancellation, account transfer or account deletion, the Platform Terms prevail;
• (b)in relation to the Services, Deliverables, Project fees, payment plans, project scope, project timeframes or project cancellation, these Services Terms prevail;
• (c)as between these Services Terms and a signed Service Schedule, the Service Schedule prevails, but only to the extent it expressly and specifically states that it varies a numbered clause of these Terms.

Nothing in these Terms, and no Service purchased, entitles the Client to any refund, credit, discount, pause, extension or waiver of the Platform Terms, including the no-refund provisions at clauses 8, 8.1 and 8.3 of the Platform Terms.

The Client is taken to have read, understood and accepted these Terms in full on the earliest of:

• (a)signing or electronically accepting a Service Schedule, proposal, quote or contract;
• (b)ticking, clicking or otherwise accepting these Terms at checkout or on an onboarding form;
• (c)making any payment (including a deposit or first instalment) toward a Service;
• (d)submitting a Tekmatix service onboarding form;
• (e)confirming acceptance by email, message, chat or verbally on a recorded call; or
• (f)permitting Tekmatix to commence work.

Acceptance by any of the above methods is binding and enforceable, and the Client agrees it will not later assert that a Service was purchased without agreement to these Terms.

Quotes and proposals are valid for fourteen (14) days from issue and are subject to Tekmatix's availability at the time of acceptance. After 14 days Tekmatix may change its pricing, and a new quote may be issued at the prices current at that time.

Tekmatix may decline, or withdraw from, any Project at its discretion before work commences, in which case any deposit paid will be refunded in full and neither party will have any further obligation.

The Deliverables list is exhaustive. Tekmatix will supply only the items expressly and specifically listed as Deliverables in the applicable Service Schedule or sales page. Anything not expressly and specifically listed as a Deliverable is excluded from the Project and is not included in the Fee, regardless of:

• (a)whether it was discussed on a call, in an email, in chat, in a proposal, in a meeting or in passing;
• (b)whether the Client assumed, expected or believed it was included;
• (c)whether it is customary, industry-standard, or "obvious";
• (d)whether it is necessary for the Deliverables to function as the Client intends; or
• (e)whether a Tekmatix representative indicated it "could" or "might" be possible.

If the Client wants an item that is not on the Deliverables list, it is a Variation and clause 12 applies.

Unless expressly listed as a Deliverable, the following are always excluded: content writing and copywriting; logo, brand or graphic design; photography, videography and stock media; data entry; contact list cleaning, importing or migration from another platform; SEO work; paid advertising set-up or management; domain purchase, DNS configuration or email deliverability authentication beyond the specific items listed; third-party integrations; legal, tax, accounting or compliance content; training or coaching sessions; ongoing management, monitoring, maintenance or optimisation after handover; and any work inside a platform other than Tekmatix.

Onboarding is not a Service. The complimentary onboarding call described in the Platform Terms (one Zoom call, maximum 60 minutes) is not a Service under these Terms and does not include any build, migration or set-up work.

Included support is not a Service. Tekmatix's complimentary 24/7 live chat covers troubleshooting, bugs, errors and feature explanation only. Any work performed for the Client inside their account is a paid Service under these Terms.

Max Plan strategy calls are not a Service. The monthly Senior Tekspert call included with the Max Plan is advisory and instructional only. It cannot be used to obtain done-for-you work, and time spent on it does not reduce, offset or credit against any Fee.

Templates and systems. Many Services are delivered using Tekmatix templates, snapshots and proven frameworks. The Client acknowledges the Deliverables may be built from templates and does not acquire any exclusive right to those templates, structures, workflows or frameworks.

Project management fee. Every custom Project and every migration Project includes a project management fee of $150 AUD (or the stated equivalent in the invoice currency), shown as its own line on the invoice. It covers project administration and the Client's calls with their project manager (for example a kickoff call and a handover call), up to a maximum of ninety (90) minutes of project manager call time in total. The 90 minutes is a maximum, not a guaranteed allowance. Further call time is charged at the Out-of-Scope Rate (Part C). This clause does not apply to fixed-price packages purchased from the Tekmatix services page.

Quick Account Set-Up. The Quick Account Set-Up service is a single live call of no more than ninety (90) minutes. Where the set-up requires more than 90 minutes, any further time is charged at the Tekspert hourly rate (the Out-of-Scope Rate in Part C, USD $50 per hour), which must be agreed and paid before further work is done.

The Fee stated in the Service Schedule is a fixed price for the listed Deliverables, not an hourly estimate, and is payable in full irrespective of:

• (i)how long the Project takes to complete, whether that is one week, six months or longer;
• (ii)how many hours, revisions, calls, messages or Personnel are involved;
• (iii)whether the Project is delayed, paused or extended for any reason, including a reason caused by the Client;
• (iv)whether the Client's business circumstances, plans, priorities or requirements change;
• (v)whether the Client uses, launches, publishes or benefits from the Deliverables; or
• (vi)whether the Client remains a Tekmatix subscriber.

For the avoidance of doubt, a Project taking longer than anticipated does not reduce the Fee, entitle the Client to any discount, credit or refund, and does not suspend or defer any payment obligation.

The Client remains fully and solely responsible for all Consumables incurred on their account at all times during the Project, including Consumables incurred by Tekmatix Personnel while building, configuring or testing the Deliverables, except AI usage. AI usage incurred by Tekmatix Personnel while delivering the Deliverables (including AI Studio and Ask AI) is paid by Tekmatix and is not charged to the Client. AI usage by the Client, and by any AI feature, agent or automation that runs on the Client's account after handover, remains a Client Consumable.

Consumables are charged per sub-account in accordance with the Platform Terms, are never pooled, shared, transferred or averaged, and are non-refundable.

The Client must maintain a valid, active payment method and a sufficient wallet balance on their Tekmatix account for the entire duration of the Project. Tekmatix is not required to carry, absorb, waive, front or fund any Consumable, and work will not proceed while a wallet balance is insufficient.

The Client's Tekmatix Platform Subscription Fee continues to be charged and must continue to be paid in full for the entire duration of the Project, including during build, revision, delay, dispute, waiting periods and any period of inactivity.

The Client acknowledges and agrees that:

• (i)the Service Fee does not include the Subscription Fee and confers no discount, credit, waiver, pause, freeze or offset against it;
• (ii)the Platform subscription must be active and paid in order for Tekmatix to access the account and perform the Services;
• (iii)if the subscription lapses, is cancelled, is downgraded, fails to bill, or is suspended for non-payment, Tekmatix will immediately suspend the Project under clause 9, the Fee remains payable in full, and any resulting loss of work, data or configuration is at the Client's sole risk and cost;
• (iv)cancelling the Platform subscription permanently deletes the account and all data, including the Deliverables, in accordance with the Platform Terms. Tekmatix has no obligation to rebuild deleted work and any rebuild is a new, separately quoted Project; and
• (v)no part of the Subscription Fee is refundable in any circumstance, in accordance with the Platform Terms.

If the Client's plan tier does not include a feature required to deliver the Deliverables, the Client must upgrade at their own cost. Tekmatix is not obliged to substitute, work around, or absorb the cost of a missing feature or add-on.

All Third-Party Costs are excluded from the Fee and are payable by the Client directly, or reimbursed to Tekmatix on demand where Tekmatix has paid them on the Client's behalf.

Tekmatix will use reasonable efforts to notify the Client of a material Third-Party Cost before incurring it, but is not liable for any Third-Party Cost, price change, discontinuation, or refusal of service by a third party.

Fees are stated in the currency specified in the Service Schedule. Where the Client is an Australian tax resident, GST is included in the stated Fee. Where the Client is outside Australia, Fees are exclusive of all applicable taxes, duties and government charges, which are the Client's responsibility.

The Client is responsible for all bank fees, card fees, currency conversion costs, international transfer fees and any withholding. Amounts received by Tekmatix must equal the invoiced amount in full.

The first payment under clause 7.2 (the full Fee, or the first equal instalment) is payable before any work commences, in cleared funds. Work also does not commence until this agreement has been signed. This agreement refers to the Tekmatix invoice for the Project by its invoice number, and that invoice lists the itemised Deliverables and prices.

The first payment is non-refundable in all circumstances. It secures the Client's place in the Tekmatix production schedule, and Tekmatix forgoes other work in reliance on it.

No work of any kind will commence, and no scheduling position is held, until the first payment has cleared and the applicable onboarding form has been completed in full.

A payment plan is a payment convenience, not a change to the price, the scope or the Client's obligations. The full Fee is a debt due to Tekmatix from the moment the Service Schedule is accepted, and the instalment dates are simply when Tekmatix has agreed to collect it.

Instalments are payable on their due dates regardless of the state of the Project. They are not milestone payments, are not conditional on delivery, approval, satisfaction, launch or completion, and do not pause if the Project pauses, is delayed, is awaiting the Client, or is in dispute.

If the Project completes before the payment plan ends, all remaining instalments remain payable on their scheduled dates, and Tekmatix may elect to require the balance immediately.

The Client must provide and maintain a valid credit or debit card and irrevocably authorises Tekmatix (and its payment processors) to automatically charge that card for the first payment, every instalment, all Variations, all Consumables, all reimbursable Third-Party Costs, and all fees under Part C, on their due dates and without further notice or authorisation.

The Client must keep the card valid and funded for the life of the payment plan and must notify Tekmatix immediately of any change. Replacing, cancelling or blocking the card does not end the payment obligation.

The Client must not initiate a chargeback, card dispute or payment reversal in respect of any amount properly payable under these Terms. Doing so is a material breach, and clause 8 applies in full. Tekmatix will defend all such disputes with full evidence of service delivery, and all costs of doing so are recoverable from the Client.

Tekmatix will proceed with the Project through the payment plan and will deliver drafts and revisions in the ordinary course.

However, final release does not occur until the Fee and all other amounts owing are paid in full and cleared. "Final release" means: going live or publishing; final handover; transfer or grant of ownership rights under clause 13; delivery of source files, exports, snapshots or credentials; connection of a live domain; enabling of payments or checkout; and any final training or walkthrough call.

Where a Project would otherwise be completed before the payment plan concludes, Tekmatix may in its discretion either (i) require the outstanding balance to be paid in full immediately as a condition of final release, or (ii) hold the completed Deliverables in the Client's account, unpublished and unreleased, until the final instalment clears. The Client is not entitled to a refund, discount or credit in either case.

The Client is in default if any payment is not received in cleared funds by its due date, if a card payment fails, is declined, is dishonoured or is reversed, if the Client initiates a chargeback, if the Client's Platform subscription lapses for non-payment, or if the Client becomes insolvent or bankrupt.

On default, without notice and without limiting any other right, Tekmatix may do any or all of the following:

• (a)charge a Failed Payment Administration Fee for each failed, declined, dishonoured or reversed payment attempt (Part C);
• (b)charge a Late Payment Fee on any amount remaining unpaid seven (7) days after its due date, and for each further seven (7) day period it remains unpaid (Part C);
• (c)charge interest on all overdue amounts at the rate in Part C, calculated daily from the due date until paid in full, compounding monthly;
• (d)immediately suspend all work on the Project and remove the Client from the production schedule, without liability for any resulting delay;
• (e)immediately suspend, restrict or withhold access to any Deliverable, unpublished asset, draft, file, export, credential or work product;
• (f)request suspension or restriction of the Client's Tekmatix Platform account or sub-account in accordance with the Platform Terms, until the default is cured;
• (g)accelerate the debt: declare the entire unpaid balance of the Fee, plus all accrued fees, interest, Variations and reimbursable costs, immediately due and payable in full as a single lump sum, whether or not it had otherwise fallen due;
• (h)retain all IP and ownership in the Deliverables in accordance with clause 13, and revoke any licence previously granted;
• (i)cancel the payment plan and require all future work to be paid 100% upfront;
• (j)terminate the Project under clause 16, retaining all amounts paid and remaining entitled to the balance; and/or
• (k)refer the debt to a mercantile agent, debt collection agency, credit reporting body or solicitor.

Recovery costs. The Client indemnifies Tekmatix for, and must pay on demand, all costs of recovering any overdue amount on a full indemnity basis, including debt collection commission and fees, mercantile agent fees, legal costs, court and filing fees, chargeback and dispute fees charged by payment processors, bank and dishonour fees, and Tekmatix's own reasonable administration time at the rate in Part C.

Reinstatement. Where work has been suspended for default, Tekmatix is not obliged to resume until all outstanding amounts, fees and interest are paid in full and cleared. On resumption, the Project re-enters the production schedule at the next available position (the original timeframe does not carry over), and a Reactivation Fee (Part C) is payable if the suspension exceeded thirty (30) days.

Application of payments. Tekmatix may apply any payment received against any amount owing by the Client in any order it chooses, regardless of any allocation the Client purports to make.

No set-off. The Client must pay all amounts in full without set-off, deduction, counterclaim, withholding or retention of any kind.

The Client must, promptly and at its own cost:

• (a)complete the applicable Tekmatix service onboarding form in full before work commences;
• (b)supply all content, copy, text, images, logos, brand assets, videos, product and pricing information, lists and other materials required, in the formats reasonably requested;
• (c)provide and maintain all access, logins, credentials, permissions and administrator rights required, including to the Tekmatix account, domain registrar, DNS, payment processor, email provider, social accounts and any third-party tool;
• (d)maintain an active, paid Tekmatix subscription on a plan tier that supports the Deliverables (clause 6.3);
• (e)maintain a funded wallet balance for Consumables (clause 6.2);
• (f)nominate one (1) primary contact with authority to give instructions, approvals and sign-offs; and
• (g)respond to Tekmatix's requests, questions, drafts and approval requests within five (5) business days.

Tekmatix is not responsible for, and the Fee is not reduced or refunded because of, any delay, error, rework, additional cost or failure caused by the Client's late, incomplete, inaccurate, inconsistent or changed materials, instructions, access or approvals.

Where the Client fails to supply content, Tekmatix may in its discretion use placeholder content. Placeholder content is provided for layout purposes only, is not a Deliverable, and replacing it is the Client's responsibility or a Variation.

Backups. The Client is solely responsible for backing up and exporting its own data and content at all times. Tekmatix accepts no liability for any loss of data, content or configuration, however caused.

Estimates only. Any timeframe, turnaround, delivery date or completion date given by Tekmatix is a good-faith estimate only, is not a guarantee, and does not form part of the Deliverables. Time is not of the essence for Tekmatix's performance. Tekmatix is not liable for any loss arising from a Project taking longer than estimated.

Client-caused delay. Any period during which Tekmatix is waiting on the Client for content, access, information, feedback, approval, payment, a funded wallet, or an active subscription does not count toward any estimated timeframe, and automatically extends every estimated date by at least the length of the delay.

Dormancy. If the Client fails to respond to a request from Tekmatix for fourteen (14) consecutive days, the Project is placed on hold and the Client is removed from the active production schedule. Payment obligations continue in full.

Abandonment. If the Client fails to respond for thirty (30) consecutive days, the Project is deemed abandoned. On abandonment:

• (a)the entire outstanding balance of the Fee becomes immediately due and payable in full, and Tekmatix may charge it to the Client's card under clause 7.3;
• (b)the Project is deemed delivered and accepted in its then-current state;
• (c)no refund, credit, discount or extension of any kind is payable, and no part of the Fee is apportioned for undelivered items;
• (d)Tekmatix's obligations in respect of the Project end; and
• (e)any resumption of the Project is at Tekmatix's sole discretion, subject to payment in full of all outstanding amounts plus the Reactivation Fee in Part C, and re-entry into the schedule at the next available position.

Long-hold projects. Tekmatix is not obliged to hold, store, preserve or maintain any partially completed work, draft, asset or file for more than ninety (90) days after a Project becomes dormant or abandoned, and may delete it without further notice.

Rescheduling by the Client. Where the Client requests a start date to be deferred after a deposit is paid, Tekmatix may hold the booking once for up to thirty (30) days. Any further deferral releases the booking and the Client re-enters the schedule at the next available position; the deposit remains non-refundable.

Revision allowance. Unless a different number is stated in the Service Schedule, each Project includes one (1) round of revisions on each Deliverable. A "revision" means one consolidated set of change requests submitted together in one revision submission in writing. The Client has seven (7) working days from delivery to submit its revision request.

Revisions are limited to correcting or adjusting items within the agreed Deliverables. A revision request that adds to, changes the direction of, or expands the Deliverables is a Variation (clause 12), not a revision.

Revision requests must be submitted in one consolidated written list. Requests sent piecemeal, verbally, across multiple messages or by more than one person may be treated as separate revision requests, which could incur additional fees at $75 AUD per hour of extra revision work.

Additional revision rounds beyond the allowance are chargeable at the rate in Part C.

Approval by silence. Where Tekmatix submits a Deliverable, draft, proof or item for approval and the Client does not provide written comments or a revision request within seven (7) working days, that item is deemed approved and accepted in full. Deemed approval is final, and any subsequent change is a Variation.

Deemed acceptance on use. Any Deliverable that is published, launched, used, shared, promoted or made live by the Client is deemed accepted in full.

Revision turnaround. Tekmatix will complete a valid revision request and release it to the Client for approval within an estimated seven (7) working days of receiving it. This is an estimate, not a guarantee, and clause 10.2 (client-caused delay) applies.

Any Variation must be requested and agreed in writing. Tekmatix is not obliged to accept any Variation.

Where Tekmatix accepts a Variation, it will advise the additional fee in writing and any effect on timeframes. The Variation fee is payable in advance unless Tekmatix agrees otherwise, and all estimated dates are extended accordingly.

Verbal, chat or in-passing requests are not Variations and create no obligation on Tekmatix, whether or not a Tekmatix representative appeared to agree.

Where a Tekmatix representative performs additional work in good faith at the Client's request without a formal Variation, that work is chargeable at the rate in Part C and the Client is deemed to have authorised it.

Repeated direction changes. Where the Client materially changes the brief, brand, direction or requirements after work has commenced, Tekmatix may treat the affected work as abandoned by the Client and quote the replacement work as a new Variation. No credit is given for the superseded work.

Rush requests. Requests to expedite a Project ahead of the ordinary schedule are subject to availability and a Rush Fee (Part C).

Tekmatix IP. All intellectual property in Tekmatix's templates, snapshots, workflows, automations, frameworks, systems, processes, methodologies, training materials, code, design libraries and know-how ("Tekmatix IP") is and remains the exclusive property of Tekmatix. Nothing in these Terms transfers any Tekmatix IP to the Client.

Client Materials. All intellectual property in content, branding and materials supplied by the Client remains the Client's property. The Client grants Tekmatix a non-exclusive, royalty-free licence to use, reproduce, modify and incorporate those materials as necessary to perform the Services and as permitted by clause 18.

Ownership conditional on payment. Ownership of, and all rights in, the Deliverables remain vested in Tekmatix until the Fee and all other amounts owing under these Terms are paid in full and cleared. Until that time:

• (a)the Client holds only a limited, revocable, non-transferable, non-sub-licensable licence to view the Deliverables inside their Tekmatix account for review purposes;
• (b)the Client must not publish, launch, use commercially, copy, export, transfer, sell, license or exploit any Deliverable; and
• (c)Tekmatix may revoke that licence immediately on default and require the Client to cease all use.

On payment in full, Tekmatix grants the Client a perpetual, non-exclusive, non-transferable licence to use the Deliverables for the Client's own business only, subject to clause 13.1. This is a licence to use, not an assignment of Tekmatix IP.

Restrictions. The Client must not resell, sub-license, white-label, distribute, share, export as a snapshot, or use the Deliverables or any Tekmatix IP to create a competing product, template, agency offering or platform, or for the benefit of any third party, without Tekmatix's prior written consent.

Third-party components. Deliverables may incorporate third-party templates, plugins, fonts, images or code licensed to Tekmatix or the Client. The Client's use of those components is subject to the applicable third-party licence.

The Client warrants that:

• (a)it has full authority and capacity to enter into this agreement and to bind the entity named;
• (b)it owns, or is validly licensed to use, all content, copy, images, video, audio, data, trade marks and other materials it supplies, and their use by Tekmatix will not infringe any third party's rights;
• (c)all information and instructions it gives are accurate, complete and not misleading;
• (d)its business, products, services, claims and marketing comply with all applicable laws, including the Australian Consumer Law, the Spam Act 2003 (Cth), the Privacy Act 1988 (Cth), the Do Not Call Register Act 2006 (Cth), and any equivalent overseas law including GDPR, CAN-SPAM, TCPA and A2P/10DLC messaging requirements;
• (e)all contact data it uploads or sends to has been lawfully obtained with valid consent to be contacted; and
• (f)it will comply with the Tekmatix Acceptable Use Policy and the Platform Terms at all times.

Indemnity. The Client indemnifies, and will keep indemnified, Tekmatix and its Personnel against all claims, demands, actions, losses, damages, fines, penalties, liabilities, costs and expenses (including legal costs on a full indemnity basis) arising out of or in connection with:

• (a)any breach of clause 14.1;
• (b)any content, claim, product, service, offer or communication of the Client;
• (c)any third-party claim relating to the Deliverables as used, modified or published by the Client;
• (d)any regulatory action, complaint, spam or deliverability penalty, carrier suspension or platform sanction arising from the Client's conduct or data; and
• (e)any unpaid amount, chargeback or payment dispute.

This indemnity survives completion, cancellation or termination of the Project.

Tekmatix provides technology, build, configuration and implementation services. Tekmatix does not guarantee, warrant, promise or represent any particular business outcome, including any level of revenue, profit, sales, leads, enquiries, conversions, traffic, open rates, click rates, deliverability, search ranking, followers, enrolments, attendance or return on investment.

Results depend on factors outside Tekmatix's control, including the Client's offer, pricing, market, audience, execution, follow-up, effort, content and business decisions.

Any figure, example, case study, testimonial or projection mentioned at any time is illustrative only and is not a guarantee, promise or representation of the Client's results.

The Client acknowledges it has not relied on any representation about results in deciding to purchase the Services, and that dissatisfaction with results is not a ground for refund, credit, withholding payment, chargeback or termination.

No refunds. Consistent with the Platform Terms, Tekmatix does not provide refunds. Once a deposit is paid or work has commenced, no refund, credit, discount, transfer or exchange is available for any reason, including change of mind, change of business circumstances, change of priorities, delay, dissatisfaction with results, failure to supply content, failure to engage, non-use of the Deliverables, cancellation of the Platform subscription, or the Client's decision not to proceed.

Cancellation by the Client. The Client may cancel a Project at any time by written notice. On cancellation:

• (a)the deposit is forfeited;
• (b)the full outstanding balance of the Fee remains immediately due and payable, as the Fee is for the Client's booked place in the production schedule and the work reserved for them;
• (c)all Consumables, Third-Party Costs, Variations and fees incurred to the date of cancellation are payable in full; and
• (d)Tekmatix may, at its sole discretion and without obligation, offer a credit toward another Tekmatix service in place of some or all of the balance. Any such credit is a goodwill gesture, expires ninety (90) days from issue, is not transferable and is not redeemable for cash.

Termination by Tekmatix. Tekmatix may suspend or terminate a Project immediately by written notice if the Client:

• (a)is in default of any payment (clause 8);
• (b)breaches these Terms, the Platform Terms or the Acceptable Use Policy;
• (c)fails to provide required materials, access or approvals, or abandons the Project (clause 10.4);
• (d)allows the Platform subscription to lapse, downgrade below the required tier, or be cancelled;
• (e)engages in abusive, threatening, harassing, discriminatory or defamatory conduct toward any Tekmatix Personnel or customer (which is grounds for immediate termination without notice, consistent with the Platform Terms);
• (f)requests work that is unlawful, misleading, deceptive, infringing, or that Tekmatix reasonably considers may damage its reputation or its relationship with any platform, carrier or provider; or
• (g)becomes insolvent, bankrupt, or has an administrator, liquidator or receiver appointed.

On termination by Tekmatix under clause 16.3, all amounts paid are retained, the entire outstanding balance for any work completed becomes immediately due and payable, all licences to the Deliverables are revoked, and no refund or credit is payable for work that has been completed prior to cancellation.

Termination does not affect any right or obligation accrued before termination. Clauses 6, 7, 8, 13, 14, 15, 16, 17, 19, 20, 21 and 23 survive termination.

The Services are provided with due care and skill. To the maximum extent permitted by law, and except for the non-excludable rights in clause 17.5, all warranties, guarantees and conditions not expressly stated in these Terms are excluded.

To the maximum extent permitted by law, Tekmatix is not liable for any indirect, special, incidental, punitive or consequential loss, or for any loss of profit, revenue, business, opportunity, goodwill, anticipated savings, data, contracts, or reputational harm, however arising.

Liability cap. To the maximum extent permitted by law, Tekmatix's total aggregate liability arising out of or in connection with a Project, whether in contract, tort (including negligence), statute or otherwise, is limited to the total Fee actually paid by the Client for that Project.

Third-party dependencies. Tekmatix is not liable for any act, omission, outage, error, change, price increase, discontinuation, suspension, data loss or breach of any third-party platform, provider, carrier, integration, payment processor or hosting service, including the underlying platform on which Tekmatix operates. Tekmatix does not warrant that any third-party feature will remain available or continue to function.

Australian Consumer Law. Nothing in these Terms excludes, restricts or modifies any right, guarantee, warranty or remedy that cannot lawfully be excluded, including under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)). Where Tekmatix is entitled to limit its liability for breach of a consumer guarantee, it limits that liability, at Tekmatix's election, to re-supplying the relevant Service or paying the cost of having it re-supplied.

Insurance. Each party will maintain appropriate insurance for its own activities and provide evidence on reasonable request.

Confidentiality. Each party must keep confidential all non-public information of the other, including business information, strategies, pricing, customer data, systems and processes, and must use it only for the purposes of the Project. This obligation survives termination indefinitely.

Exceptions. Confidentiality does not apply to information that is public through no breach, was already lawfully known, is independently developed, or must be disclosed by law or to a professional adviser.

Privacy. Each party must comply with the Privacy Act 1988 (Cth) and, where applicable, GDPR. Where Tekmatix handles personal information on the Client's behalf, it does so only to perform the Services. The Client warrants it has all necessary consents for any personal information it provides.

Publicity and portfolio. Unless the Client objects in writing, Tekmatix may name the Client, and display non-confidential screenshots or examples of the Deliverables, in its portfolio, case studies, website, social media and marketing. This right survives completion of the Project. Tekmatix will not disclose confidential commercial information or personal data in doing so.

Testimonials. Where the Client provides a testimonial, review or endorsement, Tekmatix may use it in its marketing indefinitely unless consent is withdrawn in writing, in which case Tekmatix will cease new uses within a reasonable period.

During the Project and for twelve (12) months after its completion or termination, the Client must not, directly or indirectly, solicit, employ, engage, contract with, or induce to leave any Tekmatix Personnel (including any Tekspert, contractor or subcontractor) whom the Client came into contact with through the Project, whether as employee, contractor, consultant or otherwise.

The Client acknowledges this restriction is reasonable and necessary to protect Tekmatix's legitimate business interests. If the Client breaches this clause, the Client must pay Tekmatix a recruitment and training recovery fee equal to the greater of AUD $10,000 or six (6) months of that person's total remuneration or contract value, as a genuine pre-estimate of Tekmatix's loss.

The Client must not attempt to engage Tekmatix Personnel directly, off-platform, or outside the scope of the Project, for any work of any kind.

All Project communication must occur through the designated official Tekmatix communication channel by email on [email protected]. Requests made through personal channels, direct messages, social media or comments are not received and create no obligation.

Tekmatix's business hours for services are Monday to Friday, 9:00am to 5:00pm AEST, excluding Queensland public holidays. Communication outside these hours is responded to on the next business day.

Respectful conduct. Tekmatix has a zero-tolerance policy for abuse. Any verbal or written abuse, threat, harassment, intimidation or defamatory conduct toward any Tekmatix Personnel or customer entitles Tekmatix to terminate the Project and the Client's account immediately, with all amounts remaining payable in full.

Excessive contact, repeated demands outside agreed timeframes, or contacting multiple Personnel about the same matter may be treated as out-of-scope project-management time chargeable under Part C.

Tekmatix may perform the Services through any of its Personnel and may subcontract all or part of the Services without the Client's consent. Tekmatix remains responsible for the Deliverables.

The Client may not assign, novate or transfer this agreement, or any Deliverable, without Tekmatix's prior written consent.

Tekmatix may assign or novate this agreement to a related entity or a purchaser of its business on written notice.

The parties are independent contractors. Nothing creates a partnership, joint venture, employment, agency or fiduciary relationship.

Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay money) caused by an event beyond its reasonable control, including natural disaster, fire, flood, storm, pandemic, epidemic, government action, war, terrorism, civil unrest, industrial action, cyber-attack, telecommunications or internet failure, power failure, or the failure, outage, suspension, change or discontinuation of any third-party platform, provider, carrier or service on which Tekmatix depends.

A force majeure event does not suspend or reduce the Client's payment obligations, and does not entitle the Client to any refund, credit or reduction in the Fee.

If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected Project by written notice, in which case amounts already paid are retained and amounts for work performed to that date remain payable.

The Client must raise any concern about the Services in writing to [email protected] within seven (7) days of the event giving rise to it. Concerns raised outside that period may not be considered.

The parties must attempt in good faith to resolve any dispute by direct negotiation between their representatives. If unresolved within twenty-one (21) days, the parties must attempt mediation in Queensland, Australia, before commencing proceedings.

Clause 23.2 does not prevent either party seeking urgent injunctive relief, and does not prevent Tekmatix commencing recovery action for an unpaid debt, which the Client agrees is not a "dispute" for the purposes of this clause.

Raising a dispute does not suspend, defer or reduce any payment obligation. The Client must continue to pay all amounts when due while a dispute is on foot.

Entire agreement. Part A, the applicable Service Schedule (Part B) and the Fee Schedule (Part C), together with the Platform Terms, constitute the entire agreement between the parties in relation to the Services and supersede all prior discussions, proposals, quotes, calls, emails and representations.

No reliance. The Client acknowledges it has not relied on any statement, representation, promise or assurance not expressly set out in these documents.

Amendment. Tekmatix may update these Master Services Terms at any time by publishing the updated version. The version in force at the date a Service Schedule is accepted governs that Project. No amendment proposed by the Client is effective unless accepted in writing by Tekmatix. Any purchase order, standard terms or conditions issued by the Client are of no effect.

Severability. If any provision is held invalid or unenforceable, it is severed and the remainder continues in full force.

Waiver. No failure or delay by Tekmatix in exercising a right is a waiver of it. A waiver must be in writing and applies only to the specific instance.

Notices. Notices must be in writing and sent by email: to the Client at the email address on its account, and to Tekmatix at [email protected]. Notices are deemed received on the next business day after sending.

Electronic execution. These Terms and any Service Schedule may be accepted and signed electronically and in counterparts, each of which is an original and together form one agreement.

Governing law. These Terms are governed by the laws of Queensland, Australia. The parties submit to the exclusive jurisdiction of the courts of Queensland, Australia, consistent with the Platform Terms.

Interpretation. Headings are for convenience only. "Including" means "including without limitation". References to a clause are to a clause of Part A unless stated otherwise.