This SaaS Services Agreement (Agreement) is entered into between SwiftClick (ABN 65 486 079 335) (referred to in this document as the "Company", "we", or "us") and you (referred to as the "Customer" or "you").

BACKGROUND

(A) This Agreement is for the Company to provide the Customer the services outlined in Schedule 2 (Services), which includes access to the software the Company provides as part of the Service (Software).

(B) This Agreement also includes and incorporates Schedule 1.

OPERATIVE PROVISIONS

1. Definitions and Interpretation

1.1. Definitions

In this agreement unless the context otherwise requires:

Intellectual Property means copyrights, patents, trade marks, service marks, trade names, designs, and similar industrial, commercial and intellectual property (whether registered or not and whether protected by statute or not and including formulae, recipes and know-how).

1.2. Interpretations

In this agreement unless the context otherwise requires:

(a) a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation issued under, that legislation or legislative provision;
(b) the singular includes the plural and vice versa;
(c) a reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;
(d) a reference to any gender refers to all genders;
(e) a reference to a recital, clause, schedule, annexure or exhibit is to a recital, clause, schedule, annexure or exhibit of or to this agreement;
(f) a recital, schedule, annexure or description of the parties forms part of this agreement;
(g) a reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions), as amended, novated, supplemented or replaced from time to time;
(h) a reference to any party to this agreement, or any other document or arrangement, includes that party's executors, administrators, substitutes, successors and permitted assigns;
(i) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
(j) where an expression is defined anywhere in this agreement it has the same meaning throughout;
(k) a reference to time is to local time in New South Wales; and
(l) a reference to "dollars" or "$" is to an amount in Australian currency.

2. SaaS Services and Support

(a) Subject to the terms of this Agreement, the Company will use commercially reasonable efforts to provide the Customer the Services in accordance with the Service Level Terms attached in Schedule 1.
(b) Subject to this Agreement, the Company will provide the Customer with reasonable technical support services in accordance with the Company’s standard practice.

3. Restrictions and Responsibilities

(a) Except as otherwise permitted by the Copyright Act 1968 (Cth) or agreed to in writing by SwiftClick, the Customer must not:

(i) modify the Software or merge any aspect of the Software with another programme, record, reverse engineer, copy, duplicate, reproduce, create derivate works from, frame, download, display, transmit or distribute any of the Software, the source code of the Software or any documents, manuals or setup instructions provided with the Software or in relation to the Services;
(ii) licence, sell, rent, lease, transfer, assign or otherwise commercially exploit the Software or the Services;
(iii) engage in unauthorised access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
(iv) access, store, distribute or transmit:
- (A) viruses, worm, trojan or other malicious code that corrupts, degrades or disrupts the operation of the Software;
- (B) material that is unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or a contravention of the rights of any third party;
- (C) material that facilitates illegal activity; or
- (D) material that abuses or causes damage or injury to any person or property;
(v) provide Software login details or passwords, or otherwise provide access to the Software, to any unauthorised third party and you will take all reasonable steps to prevent unauthorised access to, or use of, the Software;
(vi) share any features of the Software that are not publicly available with any unauthorised third party;
(vii) engage in any conduct on the Software that is in breach of this Agreement (or any agreements mentioned therein); and
(viii) encumber or allow the creation of any mortgage, charge, lien or other security interest in respect of the Software.

Any breach of this clause constitutes a breach of this Agreement and we may, at our absolute discretion, terminate or suspend your access to, and/or use of, the Software or the Services, and/or take further actions against you for breach of this Agreement.

(b) The Customer represents, covenants, and warrants that the Customer will use the Services only in compliance with the Company’s standard published policies then in effect (Policy) and all applicable laws and regulations.
(c) The Customer hereby agrees to indemnify and hold harmless the Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and legal fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from the Customer’s use of Services. Although the Company has no obligation to monitor the Customer’s use of the Services, the Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
(d) The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, Equipment). The Customer shall also be responsible for maintaining the security of the Equipment, the Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Customer account or the Equipment with or without the Customer’s knowledge or consent.

4. Confidentiality and Proprietary Rights

(a) Each party (Receiving Party) understands that the other party (Disclosing Party) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (referred to as Proprietary Information of the Disclosing Party).
(b) Proprietary Information of the Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of the Customer includes non-public data provided by the Customer to the Company to enable the provision of the Services (Customer Data).
(c) The Receiving Party agrees:
- (i) to take reasonable precautions to protect such Proprietary Information, and
- (ii) not to use (except in performance of the Services or as otherwise permitted in this Agreement) or divulge to any third person any such Proprietary Information.
The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
(d) The Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to the Customer as part of the Services. The Company shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all Intellectual Property related to any of the foregoing.
(e) Notwithstanding anything to the contrary, the Company shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and the Company will be free (during and after the term) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
(f) Both parties agree to promptly destroy any Proprietary Information of the other party that is within their possession when this Agreement is terminated.
(g) No rights or licenses are granted except as expressly set out in this Agreement.

5. Intellectual Property

(a) Subject to clauses 5(a) and 5(b), the Company grants the Customer a personal, non-exclusive, non-transferable and revocable license to permit its authorised users to access and use the Software and the Services (including the Intellectual Property contained therein) throughout the world during the Term.
(b) All rights, title or interest in and to the Software and any information or technology that may be provided to, or accessed by, you in connection with your use of the Software or Services is owned, and will remain owned, by the Company or its licensors (Provider IP). Using the Software or the Services does not transfer any ownership or rights, title or interest in and to the Provider IP.
(c) All Intellectual Property discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Software or the provision of any Services will automatically vest in, and are assigned to, the Company, including any enhancements, improvements and modifications to the Provider IP (collectively, Developed IP).
(d) The Customer must not represent to anyone or in any manner whatsoever that they are the proprietor of the Software and/or the Provider IP.
(e) The Customer agrees that the Company may refer to the Customer, their business name, publish their logo and/or trade mark and make reference to the Customer as a customer of the Company in any communications or publications for the purposes of marketing or promoting the Company's business.
(f) Customer Data: The Customer retains all right, title, and interest (including any Intellectual Property Rights) in and to the raw data imported into the Software from third-party platforms. The Company claims no ownership over the Customer's raw data, customer lists, or call recordings.

6. Payment of Fees

(a) The Customer will pay the Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with this Agreement (Fees).
(b) Payments of Fees may be made using third-party applications and services not owned, operated, or otherwise controlled by the Company. The Customer acknowledges and agrees that the Company will not be liable for any losses or damage arising from the operations of third-party payment applications and services. The Customer further acknowledge and warrant that they have read, understood and agree to be bound by the terms and conditions of the applicable third-party payment applications and services they choose to use as a payment method for the Services.
(c) If the Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), the Customer shall be billed for such usage and the Customer agrees to pay the additional fees in the manner provided in this Agreement.
(d) The Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or the current renewal term, upon thirty (30) days prior notice to the Customer (which may be sent by email).
(e) If the Customer believes that the Company has billed the Customer incorrectly, the Customer must contact the Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to the Company’s customer support department.
(f) The Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by the Company thirty (30) days after the mailing date of the invoice.
(g) Unpaid amounts are subject to an interest charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.
(h) Where applicable, any goods or services tax, charge, impost or duty payable in respect of this Agreement or the supply of any goods or service made under or in respect of this Agreement and any other taxes, duties or levies will be paid by the Customer at the then-prevailing rate.

7. Term and Termination

(a) Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, Term), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
(b) In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of non-payment), if the other party materially breaches any of the terms or conditions of this Agreement. The Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, the Company will make Customer Data available to the Customer in a form the Company deems appropriate for a period of thirty (30) days, but thereafter the Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
(c) Notwithstanding any other provision of this Agreement, the Company reserves the right to suspend or terminate the Customer's access to the Services immediately and without notice if the Company reasonably believes that the Customer has violated any provision of this Agreement or poses a threat to the security or integrity of the Services or other users. In such event, the Customer shall not be entitled to any refund of prepaid fees, and the Company shall not be liable for any damages resulting from such suspension or termination.
(d) Non-Payment and Infrastructure Suspension: The Subscription Fee covers the direct third-party cloud hosting, data storage, and AI processing costs associated with the Customer’s isolated data tenant. If the Customer fails to pay the Subscription Fee within fourteen (14) days of the invoice due date, the Company reserves the right to immediately suspend the Customer’s access to the Services. During this suspension, the Company will retain the Customer’s historical data in a dormant state for up to sixty (60) days. If the account remains unpaid after sixty (60) days from the original due date, the Company reserves the right to permanently delete the Customer’s isolated cloud environment and all associated analytics to prevent ongoing infrastructure costs.

8. Warranty and Disclaimer

(a) The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services and shall perform the Implementation Services in a professional and proper manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. However, the Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.
(b) While all due care has been taken, the Company does not warrant that the operation of the Services will be uninterrupted or error free or that any third party components of the Services, will be accurate or error free or that the Services will be compatible with any application, program or software not specifically identified as compatible by the Company.
(c) To the maximum extent permitted by law, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Software provided hereunder is given or assumed by the Company other than as required at law.
(d) The Company makes no representations, warranties or guarantees:
- (i) that content available on, or produced by or via, the Software is accurate, complete, reliable, current, error-free or suitable for any particular purpose; or
- (ii) that the Software and/or the Services are or will be free from viruses, worm, trojan or other malicious code. The Customer responsible for taking precautions in this respect.
(e) The Company’s obligation and the Customer’s exclusive remedy during the Term are limited, in the Company’s absolute discretion, to:
- (i) the Company, at its own expense, using all reasonable endeavours to rectify any non-conformance of the Services by repair (by way of a patch, workaround, correction or otherwise) within a reasonable period of time; or
- (ii) a refund of the Fees paid if, in the Company’s reasonable opinion, it is unable to rectify such non-conformance within a reasonable timescale or at an economic cost, whereupon this Agreement will terminate.
(f) The Customer acknowledges and accepts that it is the Customer’s sole responsibility to ensure that:
- (i) the facilities and functions of the Services meet the Customer’s requirements;
- (ii) the Services are appropriate for the specific circumstance of the Customer and are within the laws and regulations of the Customer’s jurisdiction.
(g) The Company does not purport to provide any legal, taxation or accountancy advice by providing the Service under this Agreement.
(h) The Company will not be liable for any failure of the Services to provide any function not described in the documentation (provided online as part of the Services) or any failure attributable to:
- (i) any modification to the Services other than by the Company;
- (ii) accident, abuse or misapplication of Services by the Customer;
- (iii) use of the Services with other software or equipment without the Company’s written consent;
- (iv) use of other than the latest, unaltered current release of the Services; or
- (v) use other than in accordance with this Agreement.
(i) If, upon investigation, a problem with the Services is determined not to be the Company’s responsibility, the Company may invoice the Customer immediately for all reasonable costs and expenses incurred by the Company in the course of or in consequence of such investigation.

9. Indemnity

The Customer will at all times indemnify and hold harmless the Company and its officers, employees and agents in respect of any third party claim for any injury, loss, damage or expense occasioned by or arising directly or arising directly or indirectly from:

(a) a breach by the Customer of its obligations under this Agreement;
(b) any wilful, unlawful or negligent act or omission of the Customer.

10. Limitation on liability

(a) Except in the case of death or personal injury caused by the Company's negligence, the liability of the Company under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise must not exceed the fees paid by the Customer to the Company for the Services under this Agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not the Company has been advised of the possibility of such damages.
(b) Neither party is liable to the other party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill.
(c) Reliance on Third-Party Data: The Service aggregates, calculates, and displays business intelligence metrics based strictly on raw data imported from the Customer’s connected third-party platforms (including, but not limited to, ServiceM8, Avanser, and WildJar). The Company does not verify the accuracy, completeness, or timeliness of the data entered into these third-party platforms by the Customer or its employees.
(d) No Financial or Legal Advice: The dashboards, predictive models, and commission calculations provided by The Service are for informational and internal management purposes only. They do not constitute financial, accounting, legal, or HR advice.
(e) Verification of Payroll and Commissions: The Customer is solely responsible for verifying the accuracy of all timesheet outputs, award-rate calculations, and commission tiers generated by The Service before executing payroll or distributing funds. The Company accepts no liability for overpayments, underpayments, or employee disputes arising from the Customer's reliance on The Service's automated calculations.
(f) Business Decisions: The Company shall not be held liable for any direct, indirect, or consequential loss of profit, revenue, or goodwill arising from business, operational, or personnel decisions made by the Customer based on the analytics, heatmaps, or predictive models provided by The Service.

11. Client Warranties Regarding Call Recording Consent

(a) Legal Consent: The Customer warrants that it complies with all applicable Australian Federal and State telecommunications and privacy laws regarding the recording of telephone conversations. The Customer is solely responsible for ensuring that appropriate audible warnings or notifications (e.g., "This call may be recorded for quality and training purposes") are provided to all callers before call audio is captured and transmitted to The Company via third-party integrations.

12. Dispute Resolution and Mediation

(a) If a dispute arises out of or relates to the terms of this Agreement, neither Party may commence any legal proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
(b) A Party to this Agreement claiming a dispute (Dispute) has arisen under the terms of this Agreement, must give written notice to the other Party detailing the nature of the Dispute, the desired outcome, and the action required to settle the Dispute (Dispute Notice).
(c) On receipt of the Dispute Notice by the other Party, the Parties to this Agreement must within seven days of the Dispute Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree.
(d) If for any reason whatsoever, 21 days after the date of the Dispute Notice, the Dispute has not been resolved the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by The Resolution Institute or his or her nominee and attend a mediation.
(e) It is agreed that mediation will be held in New South Wales, Australia.
(f) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing, undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation.
(g) All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the fullest extent possible, must be treated as "without prejudice" communications.
(h) If thirty (30) days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
(i) In the event that the Dispute is not resolved at the conclusion of the mediation, either Party may institute legal proceedings concerning the subject matter of the Dispute thereafter.

13. General

(a) Except as otherwise permitted by this Agreement, no variation to its terms will be effective unless in writing and signed by both the Company and the Customer.
(b) If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
(c) This Agreement is not assignable, transferable or sublicensable by the Customer except with the Company’s prior written consent. The Company may transfer and assign any of its rights and obligations under this Agreement without consent.
(d) This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided in this Agreement.
(e) No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Customer does not have any authority of any kind to bind the Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and legal fees.
(f) All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognised overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
(g) This Agreement takes effect, is governed by, and will be construed in accordance with the laws from time to time in force in New South Wales, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

SCHEDULE 1: Specifications

Statement of Work

The Company will implement the SwiftClick Business Intelligence platform for the Customer as follows:

Provisioning of a secure, isolated data environment (tenant) on Google Cloud infrastructure located in Australia (Sydney/Melbourne).
Integration and API configuration with the Customer's designated third-party platforms (including ServiceM8 and designated Call Tracking providers).
Extraction, cleansing, and backfilling of historical operational data to populate initial dashboard trends.
Configuration of the master staff directory, user roles, and initial commission and target rules.
Deployment of custom BI modules, including the Executive Dashboard, Sales & Commission Automation, Marketing ROI, and AI Call Quality Analysis.
One (1) handover and training session (up to 60 minutes) for the Customer's management team via video conference.

Service Level Terms

Platform Availability: The Services will be available 99.5% of the time, measured monthly, excluding scheduled maintenance windows and downtime caused by third-party API outages (e.g., ServiceM8, Avanser, Google Cloud).
Support Response Time: 95% of all support enquiries submitted via email will receive an initial response within 24 business hours (9:00 AM to 5:00 PM AEDT, Monday to Friday).
Critical Issue Resolution: Critical platform outages affecting core dashboard accessibility will be addressed within 4 business hours of notification, with resolution targeted within 24 business hours.
Scheduled Maintenance: Planned maintenance will be conducted outside of standard business hours with at least 48 hours' notice to the Customer.

Support Terms

The Company will provide Technical Support to the Customer via both telephone and email on weekdays during the hours of 9:00 am through 5:00 pm Australian Eastern Standard Time, with the exclusion of Australian Public Holidays (Support Hours). The customer may initiate a helpdesk ticket during Support Hours emailing support@swiftclick.com.au. The Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one to three business days.

SCHEDULE 2: SAAS Services Order Form

Services: The Company will provide access to the SwiftClick Business Intelligence software-as-a-service platform, including:

Cloud-based Business Intelligence (BI) dashboards tailored for trade services.
Executive Dashboard featuring live revenue tracking, predictive modeling, and cash flow visibility.
Sales & Commission Automation engine, including custom payroll rules, tiering, and live leaderboards.
Marketing ROI module tracking Return on Ad Spend (ROAS), Cost Per Acquisition (CPA), and geographic job heatmaps.
AI-Powered Call Quality Analysis utilizing enterprise-grade AI for call transcription, summarization, and lead categorization.
Operations module for mobile-friendly staff timesheets, leave tracking, and award-rate calculations.
Secure data storage and processing via Google Cloud Platform with strict multi-tenant isolation and Australian data sovereignty.
Ongoing maintenance of API connections with supported third-party platforms.
Technical support and automated daily data-sync pipelines. (Service(s))

Implementation Timeline: The complete implementation will be performed within 7 to 14 days of receiving valid third-party API credentials from the Customer. The total one-off cost for implementation and setup is as specified in your applicable Order Form.

The Implementation Fee is non-refundable once the deployment and data backfill process has commenced.

Service Fees: As specified in your applicable Order Form (Subscription Fee), payable in advance, subject to the terms of clause 6 of this Agreement.

Initial Service Term: As specified in your applicable Order Form.

Service Capacity: Unlimited user accounts for the Customer's internal staff. Usage is subject to a Fair Use Policy regarding Google Vertex AI audio processing tokens and BigQuery data storage for a single business entity.

Implementation Services: The Company will use commercially reasonable efforts to provide the Customer the services described in the Statement of Work (SOW) found in Schedule 1 of this Agreement (Implementation Services), and the Customer shall pay the Company the Implementation Fee in accordance with the terms of this Agreement.