Access Terms

These Access Terms govern your use of the paymentclaims.ai platform (the Platform) provided by Retention Track Pty Ltd (ABN 28 682 975 373) (paymentclaims.ai, we, us, our). By accessing or using the Platform you agree to be bound by these terms.

1. About this agreement

1.1 Formation of this agreement

1. This agreement is comprised of these Access Terms and each Purchase and applies to any use of the Platform by:
   1. the individual who agreed to these Access Terms by using the Platform; and
   2. any company, partnership or other entity on whose behalf that individual accesses or uses the Platform,
   all such persons being referred to throughout as the Customer.
2. By accessing or using the Platform the Customer agrees that it must access or use the Platform only in accordance with these Access Terms and that it will be bound by these Access Terms.
3. This agreement:
   1. commences upon the first use of the Platform by any person forming part of the Customer (Start Date); and
   2. continues to apply to each and every use of the Platform by any person forming part of the Customer, whether or not the Customer has made, or ever makes, a Purchase.

1.2 Changes to Access Terms

1. These Access Terms are current from 23 July 2026.
2. paymentclaims.ai may change these Access Terms from time to time by bringing the updated terms to the Customer's attention not less than 90 days prior to the updated terms taking effect.
3. If the Customer does not agree with the updated terms, the Customer must notify paymentclaims.ai and the agreement will terminate in accordance with clause 8.2.
4. By continuing to use the Platform for more than 90 days following a notice provided by paymentclaims.ai under clause 1.2(b), the Customer agrees that the updated terms will apply from the date specified by paymentclaims.ai in that notice.

2. Access and purchases

2.1 No subscription

1. Access to the Platform is not sold by subscription. Creating an account and using the Platform (including entering contracts, counterparties and other records) is free of charge, and no recurring fees apply.
2. The Customer must pay a Claim Fee each time it issues a payment claim using the Platform, in accordance with clause 2.2 and clause 6 (each such payment being a Purchase).
3. paymentclaims.ai may change which features of the Platform require payment from time to time, by notice in accordance with clause 1.2 where the change would impose a fee on functionality that was previously free.

2.2 Claim Fees

1. The Claim Fee for each payment claim is the amount displayed in the Platform at the time the Customer proceeds to issue that payment claim, and is payable in the currency displayed (Australian dollars or New Zealand dollars, as applicable).
2. The Claim Fee is payable in advance of, or at the time of, issuing the relevant payment claim, using the payment method made available in the Platform.
3. Each Claim Fee relates only to the specific payment claim in respect of which it is paid. Payment of a Claim Fee does not confer any right to issue any other payment claim, or any ongoing entitlement to the Platform or any feature of it.
4. Subject to clause 11.1 and any Consumer Rights that the Customer may have, once the relevant payment claim has been issued, the Claim Fee is not refundable. If a Claim Fee has been paid but the relevant payment claim has not been issued at the time this agreement terminates, paymentclaims.ai will refund that Claim Fee.

3. Use of Platform

3.1 Intended Use

1. The Platform is a workflow management tool intended to assist businesses in preparing, issuing and tracking payment claims, recording payment schedules, and managing retention and related records under construction contracts.
2. The Platform:
   1. is provided as a tool to assist the Customer in administering its rights and entitlements in respect of any payment claims, payment schedules, retention amounts or other records dealt with by the Platform;
   2. cannot, and is not intended to, replace the judgement or decision making of the Customer;
   3. does not provide legal advice, and is not a substitute for legal advice about the Customer's rights or obligations under any Security of Payment Legislation or any construction contract; and
   4. does not guarantee, and cannot be relied upon to ensure, compliance with any legislation or other legal requirements, including any Security of Payment Legislation.
3. The Customer must not rely on the Platform and any Platform Information to determine any rights, entitlements or course of action.
4. Without limiting this clause 3.1, the Customer remains solely responsible for determining and complying with any timeframes, reference dates, due dates, service and content requirements, and other obligations that apply to it under any Security of Payment Legislation or any construction contract, including the valid preparation and service of any payment claim or payment schedule.
5. The Customer must only use the Platform and use and disclose the Platform Information:
   1. in accordance with the User Manual;
   2. to inform or supplement its administration of the Customer's business; and
   3. in conjunction with other relevant information and the independent judgement of appropriately qualified individuals using the Platform on the Customer's behalf.

3.2 Platform Information

1. paymentclaims.ai does not warrant that the Platform Information will be free from errors, accurate or complete and the Customer is responsible for verifying any Platform Information it intends to use for any purpose.
2. By using the Platform, the Customer acknowledges that the Platform Information:
   1. may not be relied upon to determine whether the Customer has any rights or entitlements or whether any of the Customer's payment claims, payment schedules, retention amounts or related claims or payments are valid; and
   2. is based on the use of, and data input into, the Platform by the Customer and its Authorised Users as well as third party information.

3.3 AI-generated content

1. The Platform includes features that use artificial intelligence models to read documents uploaded by the Customer or its Authorised Users and to generate transcriptions, classifications, extracted data and draft records from them (AI Output).
2. The Customer acknowledges and agrees that:
   1. AI Output is generated automatically and may be incomplete or inaccurate;
   2. AI Output is presented as a draft for review and forms part of the Platform Information, and clauses 3.1 and 3.2 apply to it accordingly; and
   3. the Customer must ensure that an appropriately qualified individual reviews and verifies any AI Output before it is confirmed, relied upon, or used in connection with any payment claim, payment schedule or other business record.

4. Provision of Services

4.1 The Platform

While this agreement is on foot, paymentclaims.ai must provide the Customer with access to the Platform:

1. including the functionality set out in the User Manual; and
2. in accordance with this agreement.

4.2 Operating Environment

1. The Customer is solely responsible for supplying and maintaining the software, hardware, operating system, network connections and other operational requirements required in order to access the Platform.
2. The Customer acknowledges and agrees that its failure to comply with clause 4.2(a) may affect its ability to successfully use the Platform.

4.3 Standard of Services

1. paymentclaims.ai will use best endeavours to provide access to the Platform, but paymentclaims.ai does not warrant that such access will be uninterrupted or error free.
2. Despite anything else in this agreement, the Customer acknowledges and accepts that the Platform may not be, and the Customer cannot rely upon the Platform being, available at all times.

4.4 Changes to the Platform

1. paymentclaims.ai may make changes to the Platform at any time. Where such changes will materially reduce or remove functionality of the Platform, paymentclaims.ai must provide at least 90 days' notice to the Customer prior to the changes taking effect.
2. If any changes specified by paymentclaims.ai materially reduce or remove functionality of the Platform used by the Customer and the Customer does not agree to continue using the Platform following the changes, then the Customer must notify paymentclaims.ai and the agreement will terminate in accordance with clause 8.2.
3. By continuing to use the Platform for more than 90 days following a notice provided by paymentclaims.ai under clause 4.4(a), the Customer agrees to use the Platform following the changes specified by paymentclaims.ai in that notice.

4.5 Subcontractors

1. paymentclaims.ai may provide the Platform itself or through any subcontractor.
2. If paymentclaims.ai uses subcontractors to provide the Platform:
   1. the Customer must provide to the subcontractor the same assistance, information, access, rights and benefits (other than payment of any money) that it is required to grant to paymentclaims.ai in connection with the Platform; and
   2. a reference to paymentclaims.ai's systems includes the subcontractor's system.

5. Conditions of access to the Platform

5.1 Conditions of access

1. The Customer must use the Platform:
   1. for appropriate purposes and only in accordance with the Intended Use;
   2. in accordance with this agreement and the User Manual; and
   3. in accordance with all applicable Laws.
2. The Customer must:
   1. not allow any person other than an appropriately qualified Authorised User to access or use the Platform;
   2. prevent unauthorised access to or use of the Platform;
   3. notify paymentclaims.ai promptly of any such unauthorised use or access of the Platform; and
   4. ensure that each Authorised User complies with the requirements of this clause 5 as if a reference to the Customer was a reference to the Authorised User.

5.2 The Customer's use of the Platform

1. The Customer must ensure that each Authorised User does not use the Platform (including the Platform Information):
   1. for any unlawful purpose, or in breach of any applicable laws or regulations;
   2. to harm another person in any way; or
   3. to engage in any conduct that is, or is likely to be, misleading or deceptive, including by issuing any payment claim that the Customer knows to be false or misleading.
2. The Customer is responsible for all of the Customer's and each Authorised User's activity on and in connection with the Platform (including all Customer Data) and all activity that occurs in the Platform through the Customer's and each Authorised User's login details.
3. The Customer is responsible for how the Customer and each Authorised User interprets or uses the Platform, the Platform Information and Customer Data, and any actions the Customer and any Authorised User may take as a result of such use of the Platform, including the service of any payment claim or payment schedule prepared with the assistance of the Platform.
4. The Customer remains responsible for any breach of contract or infringement of any intellectual property, privacy, confidentiality or other rights of any third party in connection with Customer Data or that is caused or contributed to by the Customer's or any Authorised User's use of the Platform.

5.3 Restrictions on use

The Customer must not:

1. insert or activate, or permit a third party to insert or activate any Disabling Code into the Customer's systems used for accessing the Platform, or into paymentclaims.ai's systems;
2. use the Platform for any purpose other than specifically allowed in the User Manual;
3. access the Platform using automated means such as software robotics;
4. bypass any measure we use to prevent or restrict access to the Platform, any part of the Platform, or any other software, systems or networks connected to the Platform;
5. distribute or make the Platform available over a network where it could be used by multiple devices at the same time;
6. use the Platform to transmit (or authorise the transmission of) unsolicited messages;
7. decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying algorithms of any part of the Platform;
8. frame or mirror any part of the Platform, or delete any attributions or legal or proprietary notices on the Platform;
9. copy, modify or create derivative works of any part of the Platform;
10. rent, lease, lend, sell, transfer, redistribute, or sublicense the Platform; or
11. do anything that could disable, overburden or impair the proper working of the Platform, such as a denial of service attack.

5.4 Security

1. Without limiting the Customer's obligations in clause 5.2, the Customer must comply with:
   1. paymentclaims.ai's information security policies made available to the Customer from time to time; and
   2. paymentclaims.ai's reasonable directions relating to the security and integrity of paymentclaims.ai or the Customer's information systems.
2. The Customer must:
   1. take reasonable commercial measures to protect the Customer's systems against any Disabling Code; and
   2. maintain the security and confidentiality of the passwords and other information used by the Customer to access the Platform.

5.5 Personal information

Before using the Platform to enter, upload or transmit any personal information relating to any individual, the Customer must ensure that:

1. the purposes for which the Customer is using the individual's information with the Platform are within the purposes for which that information was originally collected by the Customer; and
2. the individual would reasonably expect the Customer to use their information in the way the Customer intends to use it with the Platform.

5.6 Customer Data

1. The Customer is solely responsible for Customer Data, which includes any information that the Customer enters, or uploads, into the Platform.
2. The Customer represents and warrants that Customer Data will not include any material that:
   1. infringes the rights of any person;
   2. is obscene, intended to humiliate or insult, or likely to cause offence; or
   3. is otherwise unlawful, encourages unlawful conduct, or is otherwise inappropriate having regard to the purpose of the Platform.

6. Fees and payment

6.1 Fees

1. The Customer must pay to paymentclaims.ai the Claim Fee for each payment claim the Customer issues using the Platform, in accordance with clause 2.2, together with any other Fees displayed in the Platform for a feature the Customer chooses to use.
2. Fees are payable at the time of the relevant Purchase, using the payment method made available in the Platform, and the Customer must ensure that cleared funds are available for each payment.
3. The Customer must make all payments due under this agreement without set-off or deduction of any kind.

6.2 Review of Fees

1. paymentclaims.ai may change the Fees, or introduce Fees in respect of new functionality of the Platform, at any time by updating the amounts displayed in the Platform. A change to the Fees applies only to Purchases made after the change takes effect, and does not affect any Purchase already made.
2. Because no Fees are payable other than for a Purchase the Customer chooses to make, the Customer's remedy if it does not accept new or changed Fees is not to make further Purchases.

7. Suspension or unavailability of Services

7.1 Suspension of Services

paymentclaims.ai may limit or suspend the provision of the Platform to the Customer by notice in writing with immediate effect if:

1. paymentclaims.ai is affected by an event or circumstances outside its reasonable control;
2. paymentclaims.ai is directed or required to do so by Law;
3. the Customer fails to pay an amount that is due and payable under clause 6;
4. paymentclaims.ai reasonably believes that, in the course of using the Platform, the Customer or any Authorised User has breached a person's rights (including any Intellectual Property Rights) or any Law;
5. paymentclaims.ai reasonably believes that the Customer or any Authorised User has failed to comply with its obligations under clause 5; or
6. an Insolvency Event occurs in relation to the Customer.

8. Termination

8.1 Termination by paymentclaims.ai for cause

paymentclaims.ai may, in its absolute discretion, terminate this agreement:

1. immediately by notice to the Customer if the Customer breaches this agreement and, in paymentclaims.ai's reasonable opinion, the breach:
   1. cannot be remedied; or
   2. can be remedied, but the Customer does not remedy it within 5 Business Days after paymentclaims.ai gives the Customer notice of the breach;
2. immediately by notice to the Customer if an Insolvency Event occurs in relation to the Customer; or
3. on 90 days' notice to the Customer if paymentclaims.ai stops offering the Platform as part of its business.

8.2 Termination by Customer

1. The Customer may stop using the Platform, and may close its account by notice to paymentclaims.ai, at any time. No ongoing Fees apply, and no Fees become payable by reason of the Customer ceasing to use the Platform.
2. If paymentclaims.ai makes changes to:
   1. these terms under clause 1.2(b); or
   2. the Platform under clause 4.4 that materially reduce or remove functionality of the Platform that was used by the Customer,
   and the Customer does not agree to such changes, then the Customer must notify paymentclaims.ai that it does not agree to the changes within 90 days of receiving notice of the changes from paymentclaims.ai.
3. If the Customer provides notice under clause 8.2(b) that it does not agree to the changes specified by paymentclaims.ai then:
   1. this agreement will terminate upon the date on which the changes will take effect, as specified by paymentclaims.ai in its notice in respect of the changes; and
   2. paymentclaims.ai must promptly refund any Claim Fee that has been paid by the Customer in respect of a payment claim that has not been issued at the date of termination.

8.3 Consequences of termination

1. The termination of this agreement does not affect any of paymentclaims.ai's other rights or remedies.
2. On expiry or termination of this agreement:
   1. the Customer must immediately pay to paymentclaims.ai all Fees outstanding at the date of termination; and
   2. the Customer must promptly destroy, and must ensure that its Personnel promptly destroy, any Confidential Information of paymentclaims.ai in its possession, custody or control, except as permitted under clause 8.3(c).
3. If this agreement is terminated, each party may retain one copy of the Confidential Information of the other party (including any Customer Data), for the sole purpose of, and only to the extent required to, comply with any applicable Laws relating to archiving or recordkeeping.

9. Warranties

9.1 General representations and warranties

Each party represents and warrants to the other that:

1. the execution of this agreement has been properly authorised;
2. it is entitled to enter into this agreement and perform its obligations under this agreement; and
3. this agreement constitutes a legal, valid and binding obligation on it enforceable in accordance with its terms by appropriate legal remedy.

9.2 paymentclaims.ai's warranties

1. Subject to the limitations of the Platform set out in clause 3, paymentclaims.ai warrants that the Platform will operate materially in accordance with the User Manual.
2. Other than as expressly specified in the User Manual, paymentclaims.ai makes no warranties:
   1. about the Platform, the Platform Information or the Customer's use of the Platform or the Platform Information; or
   2. as to the suitability for a particular purpose of the Platform or the Platform Information.

9.3 Customer's warranties

1. The Customer warrants that, at all times while using the Platform, the Customer and each of its Authorised Users:
   1. will be familiar with and use the Platform appropriately taking into account the Intended Use;
   2. will not rely solely or primarily on the Platform and any Platform Information to determine its rights, entitlements or any course of action;
   3. will only use the Platform and any Platform Information to inform or supplement administration of the Customer's business in conjunction with its independent judgement and other relevant information; and
   4. will comply with the User Manual in relation to the use of the Platform.
2. The Customer represents and warrants that it will not use the Platform, or permit the Platform to be used, in any way that causes or contributes to any:
   1. breach of any applicable Law;
   2. conduct that is misleading, deceptive or defamatory;
   3. infringement of any person's privacy or confidentiality; or
   4. breach of any person's rights (including any Intellectual Property Rights).

10. Indemnity

10.1 Indemnity

The Customer must indemnify paymentclaims.ai, and paymentclaims.ai's Personnel, and hold paymentclaims.ai harmless against any expenses, costs, loss (including Consequential Loss) or damage suffered or incurred due to any claim by a third party arising out of or in connection with any wrongful act or omission by the Customer, the Customer's Personnel or the Customer's Authorised Users, including:

1. breach of contract;
2. tort (including negligence and breach of statutory duty);
3. breach of any applicable Law;
4. breach of privacy;
5. breach of confidence; or
6. infringement of any person's Intellectual Property Rights or other rights.

10.2 Exclusion

The indemnities in clause 10.1 do not apply to any loss or damage to the extent that the loss or damage is caused by paymentclaims.ai's breach of this agreement.

11. Liability

11.1 Consumer Laws

1. paymentclaims.ai acknowledges that, in some circumstances, the Customer may have rights under the Australian Consumer Law or other Laws which cannot be excluded, modified or restricted (Consumer Rights). The Consumer Rights may relate to conditions, warranties, undertakings and guarantees (including the Consumer Guarantees) which apply in relation to the Platform.
2. Nothing in this agreement (including this clause 11) excludes, modifies or restricts the rights referred to under clause 11.1(a).

11.2 New Zealand Consumer Guarantees Act

If the Customer is in New Zealand, the Customer acknowledges and agrees that it is acquiring the Platform in trade for business purposes, and that, to the extent permitted by law, the parties agree to contract out of the Consumer Guarantees Act 1993 (NZ) and sections 9, 12A and 13 of the Fair Trading Act 1986 (NZ), and that it is fair and reasonable that the parties are bound by this clause.

11.3 Limit of liability for Consumer Rights

1. Subject to clause 11.1 and any Consumer Rights that the Customer may have, except as expressly set out in this agreement, and to the fullest extent permitted at Law, paymentclaims.ai disclaims all express, implied and statutory warranties with regard to the Platform.
2. paymentclaims.ai's liability to the Customer in respect of any Consumer Rights is limited, at paymentclaims.ai's option, to:
   1. resupplying the Platform to the Customer;
   2. paying the cost of having the Platform resupplied to the Customer; or
   3. refunding the Fees in respect of the Customer's access to the Platform.

11.4 No Liability

Notwithstanding any other clause of this agreement, paymentclaims.ai has no liability to the Customer in respect of:

1. any loss or damage caused by:
   1. a breach of this agreement by the Customer or the Customer's Personnel; or
   2. negligent or intentional acts or omissions by the Customer, its Personnel or any third party;
2. any loss or damage arising from any failure to make, serve or respond to a payment claim or payment schedule within any timeframe, or in any form, required by any Security of Payment Legislation or any construction contract;
3. any Consequential Loss, including where paymentclaims.ai had notice of the possibility of such Consequential Loss; or
4. any loss or damage the Customer suffers or incurs due to factors outside paymentclaims.ai's reasonable control.

11.5 Other limit of liability

In relation to paymentclaims.ai's liability other than liability dealt with under clauses 11.3 and 11.4 (other than liability for a failure to comply with any Consumer Rights) any such liability is limited to the aggregate Fees paid by the Customer in the 12 months preceding the events giving rise to the Customer's claim against paymentclaims.ai that results in such liability.

12. Intellectual Property Rights

12.1 paymentclaims.ai Intellectual Property Rights

1. The Customer acknowledges and agrees that:
   1. all Intellectual Property Rights in the Platform and the content on the Platform (excluding Customer Data) are owned and licensed by paymentclaims.ai, including all rights to paymentclaims.ai's trademarks and the copyright in the software and data comprising the Platform; and
   2. all Intellectual Property Rights created in the course of, or in connection with, the provision of access to the Platform (excluding Customer Data) vest, or will vest upon their creation, in paymentclaims.ai (New IP).
2. The Customer hereby assigns all rights, title and interest in and to any New IP to paymentclaims.ai.
3. The Customer acknowledges and agrees that nothing in this agreement transfers to the Customer, or gives the Customer any right or interest in, any Intellectual Property Rights relating to the Platform.
4. The Customer must notify paymentclaims.ai of any actual, threatened or suspected infringement of any of paymentclaims.ai's Intellectual Property Rights.

12.2 Background IP

Each party's Background IP remains vested in that party and nothing in this agreement transfers any interest in any Background IP to a party.

13. Customer Data

13.1 Ownership of Customer Data

1. The Customer owns all Intellectual Property Rights in the Customer Data.
2. The Customer consents to paymentclaims.ai's use of the Customer Data for the purpose of providing access to the Platform to the Customer (including the AI features described in clause 3.3) and for paymentclaims.ai's internal reporting.
3. The Customer grants paymentclaims.ai a perpetual, worldwide, non-exclusive, royalty-free, transferable and irrevocable licence to use for any purpose any anonymised or aggregated Customer Data.

13.2 After access to the Platform ends

1. If the Customer's access to the whole of the Platform or any part is to end for any reason, then:
   1. where access is ended on at least 10 Business Days' notice from paymentclaims.ai, the Customer must ensure that it takes a copy of any Customer Data stored in the Platform or the part for which access is ending (as applicable) prior to such access ending; and
   2. where access is ended on less than 10 Business Days' notice, paymentclaims.ai will provide a copy of any Customer Data stored in the Platform or that part (as applicable) within 20 Business Days of the access ending.
2. Following expiry of the relevant period referred to in clause 13.2(a), paymentclaims.ai is not obliged to retain any Customer Data relating to the relevant part for which access has ended, or the whole, of the Platform (as applicable).
3. paymentclaims.ai may continue to retain Customer Data, after its obligation to do so ends pursuant to clause 13.2(a), to comply with any applicable Laws relating to archiving or recordkeeping.

13.3 Hosting Provider

1. The Customer acknowledges that Customer Data will be provided to the Hosting Provider.
2. The Customer consents to the Hosting Provider's use of the Customer Data for the purpose of hosting the Platform.

14. Confidentiality

14.1 Confidentiality

1. Each party agrees to keep confidential, and not to use or disclose, other than as permitted by this agreement, any Confidential Information of the other party.
2. The obligation of confidence in clause 14.1(a) extends to Confidential Information provided to or obtained by a party before entering into this agreement.

14.2 Exclusions

The obligation of confidence in clause 14.1 does not apply to Confidential Information that is:

1. required to be disclosed by applicable Law or the rules of any stock exchange upon which the recipient's securities are listed, provided that the recipient:
   1. discloses the minimum amount of Confidential Information required to satisfy the Law or rules; and
   2. before disclosing any information, the recipient provides a reasonable amount of notice to the discloser and exhausts all reasonable steps (whether required by the discloser or not) to maintain the Confidential Information in confidence;
2. disclosed by paymentclaims.ai on a confidential basis to potential investors in, or financiers of, paymentclaims.ai or its Related Companies, provided that such information is reasonably necessary to be disclosed for the potential investors or financiers to assess whether or not to invest in or finance paymentclaims.ai;
3. in the public domain otherwise than as a result of a breach of this agreement or another obligation of confidence;
4. independently developed by the recipient; or
5. already known by the recipient independently of its involvement in this agreement or interaction with the other party and free of any obligation of confidence.

14.3 Permitted disclosures

1. Each party may disclose Confidential Information of the other party only on a ‘need-to-know’ and confidential basis:
   1. with the prior written consent of the other party;
   2. to its Personnel; or
   3. to its Related Companies, solely for the exercise of rights in accordance with, or the performance of obligations under, this agreement.
2. Each party who discloses Confidential Information of the other party pursuant to clause 14.3(a) must ensure that the information is kept confidential by the recipients.

14.4 Preventing disclosures

Each party must take all steps and do all things as may be reasonably necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.

14.5 Remedies for breach

1. Each party acknowledges that the value of the other party's Confidential Information is such that an award of damages or an account of profits may not adequately compensate if this clause 14 is breached.
2. Each party acknowledges that, without in any way compromising its right to seek damages or any other form of relief in the event of a breach of this clause 14, a party may seek and obtain an ex parte interlocutory or final injunction to prohibit or restrain the other party or its Personnel from any breach or threatened breach of this clause 14.

15. Privacy

1. Each party agrees to comply with all applicable Laws, including the Privacy Act, relating to privacy and data protection with respect to any act done, or practice engaged in, by that party in the course of this agreement.
2. The Customer agrees to comply with all applicable Laws, including the Privacy Act, relating to privacy and data protection with respect to all Platform Information and any other information that is collected, transferred or stored pursuant to its use of the Platform.
3. The Customer acknowledges and agrees that paymentclaims.ai:
   1. may collect, hold and process the Customer's personal information for the purposes of providing the Platform; and
   2. will collect, hold and process each Authorised User's personal information, and the personal information of any other person where included in the Customer Data, in accordance with the paymentclaims.ai Privacy Policy.

16. Goods and Services Tax

1. Any reference in this clause 16 to a term defined or used in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) is, unless the context indicates otherwise, a reference to that term as defined or used in that Act.
2. Unless expressly included, the consideration for any supply made under or in connection with this agreement does not include an amount on account of GST in respect of the supply (GST Exclusive Consideration) except as provided under this clause 16.
3. Any amount referred to in this agreement (other than an amount referred to in clause 16(g)) which is relevant in determining a payment to be made by one of the parties to the other is, unless indicated otherwise, a reference to that amount expressed on a GST exclusive basis.
4. To the extent that GST is payable in respect of any supply made by a party (Supplier) under or in connection with this agreement, the consideration to be provided under this agreement for that supply (unless it is expressly stated to include GST) is increased by an amount equal to the GST Exclusive Consideration (or its GST exclusive market value if applicable) multiplied by the rate at which GST is imposed in respect of the supply.
5. The recipient must pay the additional amount payable under clause 16(d) to the Supplier at the same time as the GST Exclusive Consideration is otherwise required to be provided.
6. Whenever an adjustment event occurs in relation to any taxable supply made under or in connection with this agreement the Supplier must determine the net GST in relation to the supply (taking into account any adjustment) and if the net GST differs from the amount previously paid under clause 16(e), the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable.
7. If one of the parties to this agreement is entitled to be reimbursed or indemnified for a loss, cost, expense or outgoing incurred in connection with this agreement, then the amount of the reimbursement or indemnity payment must first be reduced by an amount equal to any input tax credit to which the party being reimbursed or indemnified (or its representative member) is entitled in relation to that loss, cost, expense or outgoing and then, if the amount of the payment is consideration or part consideration for a taxable supply, it must be increased on account of GST in accordance with clause 16(d).
8. Where a supply made under or in connection with this agreement is subject to goods and services tax under the Goods and Services Tax Act 1985 (NZ), this clause 16 applies to that supply with the necessary changes, as if references to GST and to the A New Tax System (Goods and Services Tax) Act 1999 (Cth) were references to New Zealand GST and that Act.

17. Dispute Resolution

17.1 Dispute resolution procedure

1. If a party believes that a dispute has arisen in relation to this agreement (Dispute), then that party must deliver a notice to the other party setting out the particulars of that Dispute (Notice of Dispute).
2. If a party delivers a Notice of Dispute, then:
   1. representatives from each party must meet as soon as possible and use all reasonable endeavours to resolve the Dispute within 10 Business Days of the receipt of the Notice of Dispute (Initial Discussions); and
   2. if the Dispute is not resolved during the Initial Discussions, then it must be immediately escalated to the CEO (or equivalent representative) from each party, who must use all reasonable endeavours to resolve the Dispute within 10 Business Days of the end of the timeframe for the Initial Discussions.
3. Neither party may commence legal proceedings in relation to a Dispute without complying with the requirements in clauses 17.1(a) and 17.1(b), unless the party is seeking urgent interlocutory relief.

17.2 Continued performance of the agreement

Despite the existence of a Dispute, the parties must continue to perform their respective obligations under the agreement.

18. General

18.1 General provisions

1. Interpretation: In this agreement, unless the context requires otherwise:
   1. headings are for convenience only and do not affect the interpretation of this agreement;
   2. words importing the singular include the plural and vice versa;
   3. a reference to a right includes a power, authority, discretion, benefit or remedy conferred on a party by this agreement or any applicable law;
   4. a reference to a person includes any company, partnership, joint venture, association, corporation or other body corporate and any government agency;
   5. a reference to a clause, party or schedule is a reference to a clause of, and a party and schedule to, this agreement and a reference to this agreement includes an attachment and schedule;
   6. a reference to a statute or regulation includes all statutes or regulations amending, consolidating or replacing it and a reference to a statute includes all regulations issued under that statute;
   7. no rule of construction applies to the disadvantage of a party solely because that party was responsible for the preparation of this agreement or any part of it; and
   8. a promise or agreement by two or more persons binds them jointly and severally.
2. Notices:Any notice or other communication to or by a party to this agreement must be legible, in English and addressed, in the case of the Customer, to the email address associated with the Customer's account and, in the case of paymentclaims.ai, to the contact details set out at the end of these Access Terms or, if applicable, to the alternative address details notified by a party in writing, and:
   1. a notice is regarded as being given by the sender and received by the addressee:
      1. if delivered in person, when delivered to the addressee;
      2. if by post, 2 Business Days from the date of posting; and
      3. if by email, upon receipt of an acknowledgement (in any form) from the recipient that the email was received; and
   2. if the delivery or receipt of any notice is on a day which is not a Business Day or is after 4.00pm (addressee's time), it is regarded as received on the following Business Day.
3. Governing law and jurisdiction: This agreement is governed by the laws of Western Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Western Australia.
4. Entire agreement: This agreement replaces all previous agreements in respect of its subject matter and contains the entire agreement between the parties.
5. Further assurances: Each party must do all things and execute all further documents as reasonably required by the other party to give full effect to this agreement.
6. Relationship of parties: This agreement does not:
   1. constitute a partnership or a joint venture between the parties;
   2. authorise a party to act or hold itself out as an agent or representative of the other party, or assume or create any obligations on behalf of the other party; or
   3. constitute an employer and employee relationship between the parties.
7. Costs and expenses: Each party must pay its own costs and expenses in respect of the negotiation, preparation, execution and delivery of this agreement.
8. Prohibition and enforceability:
   1. Any provision of, or the application of any provision of, this agreement or any right of a party under this agreement which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.
   2. Where a clause in this agreement is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this agreement.
9. No waiver:No delay or failure to act will be construed as a waiver of, or in any way prejudice, any of paymentclaims.ai's rights. No waiver will be effective unless it is in writing. A waiver of a breach will not waive any other breach.
10. Variation: A variation of any term of this agreement must be in writing and executed by the parties.
11. Cumulative rights: The rights of the parties arising out of or under this agreement are cumulative and do not exclude any other right of the parties.
12. Assignment:paymentclaims.ai may assign, transfer, novate, mortgage, encumber, charge, grant a security over or otherwise dispose of its rights and obligations under or in connection with this agreement without the Customer's consent. The Customer must not do any of these things without paymentclaims.ai's consent.

18.2 Survival of obligations

Clauses 5, 6 (in relation to Fees that are unpaid at the date of termination or expiry), 8.3, 9 to 15, 17 to 19 and any other obligations which are expressed to, or by their nature, survive expiry or termination of this agreement, will survive expiry or termination of this agreement and are enforceable at any time at law or in equity.

19. Definitions

In this document:

1. Access Terms means the terms and conditions set out in this document;
2. AI Output has the meaning given in clause 3.3(a);
3. Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of the Fair Trading Act 2010 (WA);
4. Authorised Usermeans any person using the Platform on the Customer's behalf or to whom the Customer has provided access to the Platform;
5. Background IP means, in relation to a party:
   1. all Intellectual Property Rights of the party that were in existence prior to the date of this agreement; and
   2. all Intellectual Property Rights of the party that come into existence independently of this agreement;
6. Business Day means a day on which banks are open for business in Perth excluding a Saturday, Sunday or public holiday in that city;
7. Claim Fee means the fee payable for each payment claim issued using the Platform, as displayed in the Platform at the time of the relevant Purchase, in accordance with clause 2.2;
8. Confidential Information of a party means any information:
   1. regarding the business or affairs of that party or its Related Companies;
   2. regarding the Customers, employees or contractors of, or other persons doing business with, that party or its Related Companies;
   3. regarding the terms of this agreement, or the commercial arrangements between the parties;
   4. which is by its nature confidential or which is designated as confidential by that party; or
   5. which the other party knows, or ought to know, is confidential,
   and, in the case of paymentclaims.ai, includes all information about the Platform, including the User Manual and any other documentation;
9. Consequential Loss means any loss of data, business, profits, opportunity, reputation or goodwill, or any other indirect or consequential loss, which is suffered by the Customer in connection with this agreement;
10. Consumer Guarantee means a consumer guarantee applicable to this agreement under the Australian Consumer Law, including any express warranty (as defined in section 2(1) of the Australian Consumer Law);
11. Consumer Rights has the meaning given to it in clause 11.1(a);
12. Customer has the meaning given in clause 1.1(a);
13. Customer Data means all information, documents, images, audio or video files or other materials or data entered into the Platform by the Customer or any Authorised User;
14. Disabling Code means any virus, bomb, Trojan horse or other malware or computer programming code, including source and object code, which may impair, deny or otherwise adversely affect the use of software;
15. Fees means the Claim Fees and any other fees for access to, and use of, features of the Platform as displayed in the Platform at the time of the relevant Purchase;
16. Hosting Provider means any person providing hosting infrastructure and services to paymentclaims.ai for use in providing the Platform;
17. Insolvency Event means, in relation to a party:
    1. an administrator, liquidator or provisional liquidator is appointed to the party or a resolution is passed or any steps are taken to appoint, or to pass a resolution to appoint, any of those persons to the party;
    2. an application or order is made for the winding-up or dissolution of the party or a resolution is passed or any steps are taken to pass a resolution for the winding-up or dissolution of the party;
    3. a receiver, receiver and manager, official manager, trustee, administrator, other controller or similar officer is appointed over the assets or undertaking of the party or any steps are taken to appoint, or to pass a resolution to appoint, any of those persons to the party;
    4. the party suspends payment of its debts generally or is unable to pay its debts as and when they fall due or is presumed to be insolvent under applicable law, or enters into or resolves to enter into any arrangement, composition or compromise with, or assignment for the benefit of, its creditors or any class of them;
    5. the party ceases to carry on business; or
    6. anything having a substantially similar effect to any of the events specified in items (1) to (5) above happens to that party under the law of any jurisdiction;
18. Intended Use means the information describing how the Platform and Platform Information are intended to be used and their limitations, as set out in clause 3;
19. Intellectual Property Rights means any industrial and intellectual property rights throughout the world and for the duration of the rights including:
    1. any patents, copyright including future copyright, registered or unregistered trademarks or service marks, trade names, brand names, registered or unregistered designs, commercial names, circuit layouts, database rights;
    2. any inventions, discoveries, processes, methods, trade secrets, know-how, computer software, confidential information and scientific, technical and product information;
    3. the right to apply for any industrial and intellectual property rights;
    4. any moral rights; and
    5. any other similar or analogous rights and any intellectual or industrial rights whether now existing or which come into existence in the future;
20. Law means any:
    1. legislation, including regulations, determinations, by-laws, declarations, ministerial directions and other subordinate legislation;
    2. common law;
    3. Governmental Agency requirement or authorisation (including conditions in respect of any authorisation);
    4. mandatory codes, standards and guidelines;
    5. writ, order, injunction, or judgment; or
    6. local government legislation, including regional plans, district plans, regulations, by-laws, declarations, ministerial directions and other subordinate legislation;
21. paymentclaims.aimeans Retention Track Pty Ltd ABN 28 682 975 373 of Unit 15 / 5 Murphy Street, O'Connor, Western Australia 6163;
22. paymentclaims.ai Privacy Policy means the privacy policy available at app.paymentclaims.ai/privacy-policy;
23. Personnelmeans, in relation to a party, that party's employees, agents, consultants and subcontractors;
24. Platform means the software platform available at paymentclaims.ai, app.paymentclaims.ai and as described in clause 3.1(a);
25. Platform Information means the information, data, results, workflows, timeframes, AI Output, generated documents and any other output that the Customer obtains from the Platform;
26. Privacy Act means the Privacy Act 1988 (Cth) and, where applicable, the Privacy Act 2020 (NZ);
27. Purchase has the meaning given in clause 2.1(b);
28. Related Company means a related body corporate as that expression is defined in the Corporations Act 2001 (Cth);
29. Security of Payment Legislation means any legislation regulating payment claims, payment schedules, progress payments, retention money or adjudication in the building and construction industry, including the security of payment Acts of each Australian State and Territory and the Construction Contracts Act 2002 (NZ), in each case as applicable to the relevant construction contract;
30. Start Date has the meaning given in clause 1.1(c)(1);
31. Tax Invoice has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
32. User Manualmeans paymentclaims.ai's documentation of the Platform's functionality and use as made available by paymentclaims.ai from time to time, including at docs.paymentclaims.ai.

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