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 27 September 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 apart from the Claim Fees payable under paragraph (b), and no recurring fees apply. A calendar month in which the Platform performs no Chargeable Act for the Customer costs the Customer nothing.
2. The Customer must pay a Claim Fee each time the Platform performs a Chargeable Act for a payment claim at the Customer's request, in accordance with clause 2.2 and clause 6 (each such payment being a Purchase). Where the Chargeable Act is the generation of a Document of Record, the Claim Fee is payable whether or not the payment claim is afterwards issued or served. In each case the amount payable is subject to the Trial Allowance and the Monthly Cap.
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 a payment claim is the amount displayed in the Platform at the time the Customer proceeds with the Chargeable Act for that payment claim, and is payable in the currency displayed (Australian dollars or New Zealand dollars, as applicable). That amount may be nil, including where paragraph (b), paragraph (c) or paragraph (h) applies.
2. Trial Allowance. No Claim Fee is payable for the first three payment claims for which the Platform performs a Chargeable Act for the Customer. The Trial Allowance is limited to those three payment claims, and a Claim Fee is payable in accordance with this clause 2.2 for each payment claim for which a Chargeable Act is performed afterwards. A payment claim for which no Claim Fee was payable by reason of a Fee Waiver is not one of those three payment claims and does not reduce the Trial Allowance. Where the Customer holds a Fee Waiver expressed as a number of payment claims, the Trial Allowance is used first, and clause 2.2(h)(vii) applies. The Trial Allowance is not limited by time and does not expire. There is one Trial Allowance for the Customer, which covers every Claimant Entity of the Customer. It is not repeated, extended or begun again for a Claimant Entity the Customer records in the Platform after the Start Date, whether before or after the Trial Allowance has been used.
3. Monthly Cap. A separate Monthly Cap applies to each Claimant Entity. The total of the Claim Fees payable by the Customer for Chargeable Acts performed in any one calendar month for payment claims made for a Claimant Entity does not exceed the Monthly Cap for that Claimant Entity. Once the Monthly Cap has been reached for a Claimant Entity in a calendar month, the amount displayed for each further payment claim made for that Claimant Entity in that month is nil, and the Monthly Cap for each other Claimant Entity is unaffected. The Monthly Cap is reached for a Claimant Entity in a calendar month when the Platform has performed a Chargeable Act for the number of payment claims made for that Claimant Entity in that month for which the total of the Claim Fees would be the highest total not exceeding the Monthly Cap for that Claimant Entity. A payment claim is counted for this purpose whether or not a Claim Fee was payable for it, including where the amount for it was nil by reason of the Trial Allowance or of a Fee Waiver expressed as a number of payment claims; but a payment claim for which the amount was nil by reason of a Fee Waiver expressed to end on a date, or granted without a specified end date, is not counted. Where the Customer has more than one Claimant Entity, no maximum applies to the total of the Claim Fees payable by the Customer across all of its Claimant Entities in a calendar month. A calendar month is determined by reference to the local time of the jurisdiction of the construction contract to which the relevant payment claim relates.
4. Where a Claim Fee is payable, payment of it is a precondition to the Platform performing the Chargeable Act, and is made using the payment method made available in the Platform. Clauses 3.7, 3.10 and 4.6 apply.
5. Each Claim Fee relates only to the specific payment claim in respect of which it is paid, and no more than one Claim Fee is payable for any one payment claim however many Chargeable Acts are performed in respect of it. 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.
6. Subject to clause 11.1 and any Consumer Rights that the Customer may have, once the Platform has performed the Chargeable Act for a payment claim, the Claim Fee for that payment claim is not refundable, whether or not that payment claim is afterwards issued, served, amended, withdrawn or abandoned, and whether or not any response to it is received. If a Claim Fee has been paid but no Chargeable Act has been performed for the relevant payment claim at the time this agreement terminates, paymentclaims.ai will refund that Claim Fee.
7. Where the Platform has performed a Chargeable Act but the Claim Fee for it could not be taken at that time, the Claim Fee remains payable, and paymentclaims.ai may invoice the Customer for it through its payment processor. Any communication about that invoice, and the page on which it is paid, are sent and hosted by that payment processor and not by paymentclaims.ai. An unpaid Claim Fee does not of itself suspend the Customer's access to the Platform or prevent the Platform from performing a further Chargeable Act, but this paragraph does not limit clause 7.1(c).
8. Fee Waiver. paymentclaims.ai may, in its absolute discretion, waive the Claim Fee for a Customer, either until a date it specifies, or without a specified end date, or in respect of a specified number of payment claims, and may revoke a Fee Waiver at any time. While a Fee Waiver is in effect, the amount displayed for each payment claim it covers is nil. The Customer acknowledges and agrees that:
   1. a Fee Waiver is a concession and not an entitlement, is granted for the Customer identified by paymentclaims.ai and applies to each of that Customer's Claimant Entities, and is not transferable;
   2. where a Fee Waiver is expressed to end on a date, it covers that date and ends at the end of it; and where a Fee Waiver is expressed as a number of payment claims, it covers that number of payment claims for which a Chargeable Act is performed and is exhausted when the last of them has been performed. A Fee Waiver expressed as a number of payment claims is not limited by time and does not expire;
   3. a Fee Waiver operates only while it is in effect. When it ends, whether by reaching its specified date, by being exhausted or by being revoked, ordinary Claim Fees apply to each Chargeable Act performed afterwards, and paymentclaims.ai is not required to give notice in respect of any individual payment claim or of a Fee Waiver becoming exhausted. The amount displayed in the Platform at the time the Customer proceeds continues to govern under paragraph (a), so the Customer can see the applicable amount before proceeding on each occasion;
   4. no Claim Fee is charged retrospectively for a payment claim for which the Chargeable Act was performed while a Fee Waiver was in effect, and no Claim Fee already paid becomes refundable because a Fee Waiver is afterwards granted. In particular, a payment claim for which the Platform generated the Document of Record while a Fee Waiver was in effect carries no Claim Fee if it is issued or served after that Fee Waiver ends, because the Claim Fee attaches to the Chargeable Act and not to the issue or service of the payment claim (clauses 2.2(e), 3.7(a) and 3.10(b));
   5. where a Fee Waiver is expressed as a number of payment claims, revoking it takes effect only in respect of the payment claims it has not yet covered. A payment claim for which a Chargeable Act was already performed under that Fee Waiver remains at nil, and no Claim Fee becomes payable for it by reason of the revocation;
   6. a payment claim covered by a Fee Waiver still appears in the Customer's billing history in the Platform, recorded at nil and identified as not billed or, where the Fee Waiver is expressed as a number of payment claims, as a free claim; and
   7. the Customer may hold more than one Fee Waiver at the same time. Where the Customer does, each Chargeable Act is covered by one Fee Waiver only, and a Fee Waiver expressed as a number of payment claims is not exhausted by a Chargeable Act covered by the Trial Allowance or by another Fee Waiver, or by a Chargeable Act for which the amount payable is nil because the Monthly Cap for the relevant Claimant Entity has been reached.

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 — including payment claims the Customer has served outside the Platform and records in it under clause 3.10 — recording payment schedules, recording payment claims served on the Customer and preparing, issuing and serving payment schedules in response to them under clause 3.12, 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;
   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; and
   5. does not determine, and does not warrant, that any act by which the Customer has served or lodged a payment claim outside the Platform — including by lodging it in a system operated by or for the person on whom the claim is served — constitutes valid service under any Security of Payment Legislation or any construction contract.
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.

3.4 Connected accounting systems

1. The Platform includes features that connect to a third party accounting system nominated by the Customer (a Connected Accounting System) and, on the Customer's instruction, create records in it — including tax invoices raised from a payment claim, attachments to those invoices, and journal entries in the Customer's general ledger — and, where the Customer instructs a correction, modify or remove records the Platform previously created, including temporarily removing and restoring a payment the Customer has applied to such a tax invoice, or an allocation of a credit note, prepayment or overpayment the Customer has made to it. A connection is made by the Customer for a particular company, and no records are created for a company the Customer has not connected.
2. The Customer acknowledges and agrees that:
   1. a record created in a Connected Accounting System is the Customer's own accounting record, and the Customer remains solely responsible for its accuracy and for its treatment under any tax or accounting requirement that applies to the Customer;
   2. where the Platform attaches a payment claim to a tax invoice, the attachment is uploaded so that it appears on the Connected Accounting System's customer-facing online invoice, and the claim may therefore be read by any person holding the link to that invoice, including the payer;
   3. where the Customer elects to have an invoice sent to a recipient from the Connected Accounting System, that message is composed and sent by the Connected Accounting System from the Customer's own account, and paymentclaims.ai does not set or control its recipients, subject or content; and
   4. sending or delivering a tax invoice is not, and must not be relied upon as, service of a payment claim or any other document under any Security of Payment Legislation or construction contract, and clause 3.1 continues to apply.

3.5 Accounting treatment

1. paymentclaims.ai does not provide accounting, bookkeeping, audit or taxation advice. The Platform is not a substitute for advice from the Customer's own accountant or tax adviser, and no entry the Platform posts to a Connected Accounting System is a recommendation about how the Customer should account for anything.
2. The Customer acknowledges and agrees that the following are the Customer's own accounting decisions, and that the Platform gives effect to them rather than determining them:
   1. the retention recognition policy selected for a company — that is, whether retention withheld on a certified payment claim is recognised as revenue when it is claimed, or deferred and recognised when it is released. The policy determines the entries the Platform posts for every claim, retention release and retention write-off for that company, and selecting a policy that is not the policy the Customer in fact applies will misstate the Customer's revenue;
   2. the point at which a tax invoice is raised for a payment claim in the Connected Accounting System — that is, whether it is raised after the period for responding to the claim has run, from the amounts certified by the payment schedule or, where no payment schedule is given, from the amounts claimed; or when the claim is served, from the amounts claimed. That selection determines the tax period in which the Customer accounts for GST on the claim, and where the invoice is raised when the claim is served the Customer accounts for GST on amounts which may later be certified for less. Where the amounts certified differ from those invoiced, the Platform offers to correct the invoice. Where a payment has been applied to the invoice in the Connected Accounting System, or a credit note, prepayment or overpayment allocated to it, correcting it requires that payment or allocation to be removed and made again, and the Platform will do so on the Customer's instruction; it will not do so, and cannot correct the invoice, where a payment has been reconciled in the Connected Accounting System;
   3. the accounts and tax codes in the Connected Accounting System that the Customer maps to each type of amount the Platform posts. The Platform posts to the accounts and codes the Customer has mapped; and
   4. the tax treatment recorded against each contract item and claim line, and whether the relevant company is registered for GST.
3. The Customer further acknowledges and agrees that:
   1. the retention recognition policy becomes fixed once a document has been posted under it, because entries already made in the Customer's ledger depend on it. Changing it afterwards is not a self-service change and requires the assistance of paymentclaims.ai; and
   2. the Platform applies a fixed treatment of GST on retention which the Customer cannot vary: retention withheld is deducted before GST is calculated and takes the tax treatment of the claim line it was withheld from, so that GST on the retained amount arises when that retention is released rather than when it is withheld.
4. The Customer should obtain its own accounting and taxation advice before connecting a Connected Accounting System, and in any event before selecting a retention recognition policy. Clauses 3.1 and 3.2 apply to any figure, entry or draft the Platform produces for a Connected Accounting System.

3.6 Notifications and reminders

1. The Platform may send Authorised Users emails about the Customer's own records, including that a payment schedule is approaching or has passed a statutory deadline, that a claim period has opened, that retention has become available to release, that a claim email failed to be delivered, and a periodic summary of those matters (each a Notification).
2. A Notification is a convenience only. It is Platform Information, and clauses 3.1 and 3.2 apply to it accordingly.
3. The Customer acknowledges and agrees that:
   1. each Notification is derived from the data entered into the Platform by the Customer and its Authorised Users, so a record that is absent, incomplete or incorrect in the Platform will produce an incorrect Notification or none at all;
   2. paymentclaims.ai does not warrant that any Notification will be sent, sent at any particular time, delivered, or received, and delivery depends on third parties including email providers and the recipient's own systems;
   3. an Authorised User may turn Notifications off, and the Customer is responsible for its Authorised Users' settings; and
   4. the absence of a Notification does not mean that no deadline is approaching or has passed.
4. Nothing in this clause 3.6 limits clause 3.1(d): the Customer remains solely responsible for determining and complying with every timeframe that applies to it, whether or not the Platform sends a Notification about it.

3.7 Generating a Document of Record

1. The Platform generates a Document of Record for a payment claim when, at the Customer's request, it produces the document by which that payment claim is to be served — whether the Platform then serves that document by email, or the Customer serves it by other means. Generating a Document of Record is a Chargeable Act, and is therefore an act for which a Claim Fee is payable (clause 2.2). The other act for which a Claim Fee is payable is the Platform recording an External Claim under clause 3.10, and no act other than those two attracts a Claim Fee.
2. Where a Claim Fee is payable, the Platform will not generate the Document of Record unless a valid payment method is held for the Customer and payment of the Claim Fee is authorised at that time. If no valid payment method is held, or payment is declined, the Platform will not generate the Document of Record, no Claim Fee is payable, and the payment claim is unaffected and remains available to the Customer.
3. This clause applies in the same way however the relevant construction contract is served, and applies only to the generation of a Document of Record. It does not apply to recording, in the Platform, the service of a payment claim for which the Platform has generated a Document of Record, which is never conditional on payment. Recording an External Claim, for which the Platform has generated no Document of Record, is dealt with by clause 3.10.
4. The Customer acknowledges and agrees that:
   1. it is responsible for maintaining a valid payment method in accordance with clause 4.6, and for doing so sufficiently in advance of any timeframe that applies to it;
   2. a payment claim may be time-critical, and clause 3.1(d) applies in full — the Customer, and not paymentclaims.ai, remains solely responsible for determining and complying with every timeframe, reference date, due date and service requirement that applies to it under any Security of Payment Legislation or any construction contract, whether or not the Platform generates a Document of Record on any occasion;
   3. the Platform is not the only means by which the Customer may prepare and serve a payment claim, and the Customer must not rely on the Platform being able to generate a Document of Record at any particular time, whether the reason relates to the Customer's payment method, the availability of the Platform (clause 4.3), or the availability or response of paymentclaims.ai's payment processor; and
   4. if the Platform does not generate a Document of Record on any occasion, the Customer must take whatever other steps are necessary to prepare and serve the relevant payment claim within the applicable timeframe.
5. Nothing in this clause 3.7 limits clause 11.1 or any Consumer Rights the Customer may have.

3.8 Read-only support access to the Customer's account

1. Personnel authorised by paymentclaims.ai may access the Customer's account and the Customer Data in it where reasonably necessary to investigate a request for support, to diagnose or correct a fault, to prevent or investigate misuse of the Platform, or to comply with a legal obligation. That access may include using the Platform as an Authorised User in order to see what that user sees.
2. Such access is for inspection and does not alter any Customer Data. While it is in progress the Platform refuses, on the instruction of the person performing it, every change that could otherwise be made to the Customer's account. Those refusals are enforced by the Platform itself for the duration of the access, rather than being left to the discretion of the person performing it. This paragraph does not limit clause 2.2(h), under which paymentclaims.ai may grant or revoke a Fee Waiver, or clause 3.9, under which paymentclaims.ai may hold Setup Access, which is not read-only.
3. Access to the Platform as an Authorised User requires a reason to be recorded before it begins, and ends automatically after a limited period. Every access under this clause 3.8, including a member of personnel viewing the Customer's organisation details, is recorded in a security log identifying who accessed the account, the organisation concerned and the time. That log cannot be edited or deleted by anyone, and is kept permanently. The paymentclaims.ai Privacy Policy describes what is recorded and how long it is kept.
4. paymentclaims.ai does not notify the Customer of each individual access under this clause 3.8. The Customer may ask paymentclaims.ai what has been recorded in respect of its account, and paymentclaims.ai will tell it.
5. Nothing in this clause 3.8 obliges paymentclaims.ai to access an account, to monitor Customer Data, or to identify or correct any error in it, and clauses 3.1 and 3.2 continue to apply.

3.9 Setup access to the Customer's account

1. Separately from clause 3.8, paymentclaims.ai may grant a member of its authorised personnel a temporary membership of the Customer's organisation in order to help set up or configure the Customer's account (Setup Access). Setup Access is granted by paymentclaims.ai to that person. It is not offered for the Customer's acceptance in the Platform and does not require the Customer's prior agreement on any occasion — the Customer is told when it begins under paragraph (e), can see any Setup Access in force under paragraph (f), and may end it at any time under that paragraph.
2. Setup Access is not read-only, and clause 3.8(b) does not apply to it. While it is in force the person holding it may create, change and delete records in the Customer's account, limited to: counterparties and their contacts; projects, and the details recorded against them; contracts, the items in them and variations to them; the claim history recorded against a contract for periods before the Customer began using the Platform; a company's own settings; and documents uploaded to the Customer's account, including the documents those records are prepared from. That person cannot create or delete a company; cannot create, submit or serve a payment claim; cannot record a payment schedule; cannot connect, configure or disconnect an accounting system, or send anything to one; cannot see or change billing or any payment method; and cannot invite, remove or change the role of any member of the organisation. Those limits are enforced by the Platform itself, in the same way as the refusals in clause 3.8(b), rather than being left to the discretion of the person holding Setup Access.
3. Setup Access requires a reason to be recorded before it begins, and ends by itself. It is granted to run to a stated day, and that day may be no more than 14 days after the day the grant is made. It may be granted again — to run to a later day, to correct the reason recorded for it, or to reach a company created after it began — and each grant is recorded in the same way. It confers nothing once the day it runs to has passed.
4. Each change made through Setup Access is recorded in the security log described in clause 3.8(c). The record identifies the person, the part of the Platform they used to make the change, the organisation, the company (if any) they were viewing at the time, and the time — and does not include the contents of the change. A change is recorded when it is attempted, whether or not it takes effect. Reading the Customer's account under this clause 3.9 is not separately recorded; the grant of Setup Access itself is.
5. paymentclaims.ai emails the owner of the Customer's organisation when Setup Access begins, and whenever it is extended to run to a later day, naming the person who holds it, the reason recorded for it and the day it runs to. That email is not a Notification for the purposes of clause 3.6, is sent whatever settings any Authorised User has chosen, and cannot be turned off. paymentclaims.ai does not warrant that the email will be sent, delivered or received, and delivery depends on third parties including email providers and the recipient's own systems; where no owner of the Customer's organisation is recorded in the Platform, it cannot be sent. The Customer may see any Setup Access in force at any time under paragraph (f), whether or not it received that email.
6. While Setup Access is in force it is shown in the Customer's own list of members, identified as paymentclaims.ai support, together with the reason recorded for it and the day it runs to. An owner or administrator of the organisation may end it at any time, without notice to paymentclaims.ai and without giving a reason. Ending it takes effect immediately, and nothing done under it is undone — every record created or changed while it was in force remains as it is. Once Setup Access has ended, whether by being ended by the Customer or by reaching the day it ran to, it is no longer shown in that list; the record of it is the security log described in clause 3.8(c).
7. A person exercising Setup Access does so as personnel of paymentclaims.ai and is not an Authorised User, and clause 5.2(b) does not make the Customer responsible for that person's activity on the Platform. Records created or changed through Setup Access are Customer Data, and clauses 3.1 and 3.2 continue to apply to them — in particular, the Customer remains responsible for verifying any such record before relying on it or using it in connection with any payment claim, payment schedule or other business record.
8. Nothing in this clause 3.9 obliges paymentclaims.ai to grant or exercise Setup Access, or to set up, configure or correct the Customer's account, and clauses 3.1 and 3.2 continue to apply.

3.10 Recording a payment claim served through another system

1. The Customer may record in the Platform a payment claim that it has served otherwise than through the Platform, and for which the Platform has not generated a Document of Record — including a payment claim lodged in a system operated by or for the person on whom it is served — so that the Platform tracks that payment claim and the timeframes that apply to it (an External Claim). The Platform does not serve an External Claim and generates no Document of Record for it; the document by which it was served is the Customer's own.
2. Recording an External Claim is a Chargeable Act, and is the only act other than generating a Document of Record for which a Claim Fee is payable (clause 3.7(a)). Clause 2.2 applies to that Claim Fee in the same way as it applies to a Claim Fee for a Document of Record.
3. Where a Claim Fee is payable, the Platform will not record the External Claim unless a valid payment method is held for the Customer and payment of the Claim Fee is authorised at that time. If no valid payment method is held, or payment is declined, the Platform will not record the External Claim, no Claim Fee is payable, and the payment claim itself is unaffected.
4. The Customer acknowledges and agrees that:
   1. an External Claim has already been served before it is recorded, so the Platform not recording it on any occasion does not affect that payment claim, its service, or any right or entitlement arising from it;
   2. clause 3.1(d) applies in full — the Customer, and not paymentclaims.ai, remains solely responsible for determining and complying with every timeframe, reference date, due date and service requirement that applies to it, whether or not the Platform records or tracks any payment claim on any occasion; and
   3. where the Platform does not record an External Claim, the Customer must itself determine and monitor the timeframes that apply to that payment claim.
5. paymentclaims.ai does not determine, and does not warrant, that the act by which the Customer served or lodged an External Claim constitutes valid service under any Security of Payment Legislation or any construction contract (clause 3.1(b)(5)). Every date the Platform uses in relation to an External Claim, including the date on which it treats the payment claim as having been served, is the date stated by the Customer, and clauses 3.1 and 3.2 apply to everything the Platform derives from it.
6. This clause does not apply to a record the Customer makes of a payment claim solely to establish the position of a construction contract as at the date it was set up in the Platform — a record in relation to which the Platform tracks no timeframe and against which no payment schedule may be recorded. Such a record is not an External Claim and no Claim Fee is payable for making it. Whether a record falls within this paragraph does not depend on when the payment claim it records was served: a payment claim served before the construction contract was set up in the Platform may still be recorded as an External Claim, where the Customer records it for the Platform to track.
7. Nothing in this clause 3.10 limits clause 11.1 or any Consumer Rights the Customer may have.

3.11 Connected applications

1. The Platform includes features that allow an Authorised User to connect an application of the Customer's own choosing — in the ordinary case an AI tool the Customer already uses — so that it can read records from, and create records in, the Platform on that Authorised User's behalf (a Connected Application). A Connected Application acts as that Authorised User, with that Authorised User's permissions and no more, in each organisation and company that Authorised User can reach. The Platform displays the name the application supplied when it registered; paymentclaims.ai does not verify that name and does not endorse, recommend or supply any Connected Application.
2. The Customer acknowledges and agrees that a Connected Application:
   1. cannot serve or submit a payment claim, which only a person can do, in the Platform itself;
   2. does not perform a Chargeable Act, and no Claim Fee is payable for anything a Connected Application does;
   3. does not confirm anything the Platform extracts from a document — a contract or other record begun by a Connected Application is staged for review under clause 3.3 and has no effect until a person in the Customer's organisation confirms it in the Platform; and
   4. cannot reach billing or any payment method, cannot invite, change or remove members, cannot connect, configure or disconnect a Connected Accounting System or send anything to one, and cannot create or delete a Claimant Entity.
3. Where a Connected Application supplies a document to the Platform, that document is Customer Data and is treated in the same way as a document uploaded by the Authorised User who authorised it, including for the purposes of clause 3.3 and the paymentclaims.ai Privacy Policy. The Customer is responsible for what a Connected Application supplies on its behalf.
4. A Connected Application is the Customer's own, and paymentclaims.ai does not control it. paymentclaims.ai does not warrant a Connected Application, the instructions it gives the Platform, or anything it produces from what it reads, and clauses 3.1, 3.2 and 3.3 apply to a record begun by a Connected Application in the same way as to any other. In particular, clause 3.1(d) applies in full — a Connected Application preparing a record earlier than a person would have does not transfer to paymentclaims.ai any responsibility for the timeframes, reference dates, due dates and service requirements that apply to the Customer, and the Customer remains solely responsible for them.
5. An Authorised User may disconnect a Connected Application at any time, from that Authorised User's own account page in the Platform. Disconnecting takes effect on the Connected Application's next request to the Platform: paymentclaims.ai stops serving it from that point, and does not cancel any credential it already holds or warrant that it ceases to operate at any particular moment. A connection is the Authorised User's own, so another user of the Customer's organisation cannot disconnect it; ending that Authorised User's access to the organisation does, however, end the Connected Application's access to that organisation's records.

3.12 Head contractor features

1. Some features of the Platform are for a Customer that receives payment claims under a construction contract rather than making them. They let the Customer record a payment claim served on it, track the timeframe for responding to that claim, and prepare, issue and serve a payment schedule in response (the Head Contractor Features). The Head Contractor Features are available to the Customer only where paymentclaims.ai has enabled them for the Customer's organisation. Whether to enable them is at paymentclaims.ai's discretion, and paymentclaims.ai may withdraw them at any time.
2. If paymentclaims.ai withdraws the Head Contractor Features, the Customer will no longer be able to use the Platform to start new work of that kind, including recording a payment claim served on it or issuing a payment schedule, and this applies even to a payment claim the Customer has already recorded. Records the Customer has already made remain available to it in the Platform.
3. When the Customer issues a payment schedule in the Platform, the Platform:
   1. generates the document by which the payment schedule is to be served, from the amounts, reasons and other details the Customer has entered;
   2. sends that document by email to the contacts the Customer has recorded for the claimant on the relevant construction contract, as a single act with issuing it; and
   3. records the time at which it sent that email, which is not a record of when, or whether, the claimant received it.
   The Platform will not issue a payment schedule under a construction contract the Customer has recorded as not permitting service by email, and may not support issuing a payment schedule under every Security of Payment Legislation.
4. The Customer acknowledges and agrees that:
   1. a payment schedule issued through the Platform is the Customer's own payment schedule, and the Customer is responsible for its content, including the amounts it schedules and the reasons it gives;
   2. paymentclaims.ai does not determine, and does not warrant, that a payment schedule generated by the Platform contains everything required of it by any Security of Payment Legislation or construction contract, that email is a permitted means of serving it, or that it is served on the right person or within the applicable timeframe;
   3. the Customer is responsible for recording the claimant's contacts correctly, and for confirming that a payment schedule has been received where that matters to it; and
   4. the Platform is not the only means by which the Customer may prepare and serve a payment schedule. The Customer must not rely on the Platform being able to issue one at any particular time, whether because the Head Contractor Features have been withdrawn, because the relevant jurisdiction or contract is not supported, or because of the availability of the Platform (clause 4.3). If the Platform does not issue a payment schedule on any occasion, the Customer must take whatever other steps are necessary to prepare and serve it within the applicable timeframe, and clause 3.1(d) applies in full.

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.

4.6 Payment method

1. The Customer must maintain a valid payment method in the Platform at all times at which it intends to use functionality for which a Claim Fee is payable.
2. The Customer acknowledges and agrees that its failure to comply with clause 4.6(a) will prevent the Platform from performing a Chargeable Act for any payment claim for which a Claim Fee is payable, in accordance with clauses 2.2(d), 3.7(b) and 3.10(c).
3. Card details are collected by paymentclaims.ai's payment processor directly and are not received or stored by paymentclaims.ai. The paymentclaims.ai Privacy Policy describes what that payment processor is told and what it tells paymentclaims.ai.
4. A receipt for each Claim Fee that is paid is sent by paymentclaims.ai's payment processor, and not by paymentclaims.ai, to the billing email address held for the Customer. The Customer may nominate that address in the Platform, and where it has not nominated one the address of an owner of the Customer's organisation is used. The Customer is responsible for keeping that address current. A receipt is a record of a payment and not a tax invoice; clause 2.2 states what is payable, and the Platform's billing page states what has been charged.

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, other than through a Connected Application connected and used in accordance with clause 3.11;
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 in respect of which the Platform performs a Chargeable Act at the Customer's request, in accordance with clause 2.2, together with any other Fees displayed in the Platform for a feature the Customer chooses to use.
2. No Claim Fee is payable for a payment claim covered by the Trial Allowance, and the total of the Claim Fees payable for Chargeable Acts performed in any one calendar month for payment claims made for a Claimant Entity does not exceed the Monthly Cap for that Claimant Entity, in each case in accordance with clauses 2.2(b) and 2.2(c). A separate Monthly Cap applies to each Claimant Entity, and where the Customer has more than one Claimant Entity, no maximum applies to the total of the Claim Fees payable by the Customer across all of its Claimant Entities in a calendar month.
3. No Claim Fee is payable for a payment claim for which the Chargeable Act is performed while a Fee Waiver is in effect, in accordance with clause 2.2(h). A Fee Waiver does not affect any other Fee.
4. 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. For a Claim Fee, payment is authorised before the Chargeable Act is performed and is taken once it has been performed; where it could not be taken at that time, clause 2.2(g) applies.
5. 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 for which no Chargeable Act has been performed 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 User means 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. Chargeable Act means, in relation to a payment claim, either of the following and no other act:
   1. the Platform generating a Document of Record for that payment claim at the Customer's request (clause 3.7); or
   2. the Platform recording that payment claim as an External Claim at the Customer's request (clause 3.10);
8. Claim Fee means the fee payable for each payment claim in respect of which the Platform performs a Chargeable Act, as displayed in the Platform at the time of the relevant Purchase, in accordance with clause 2.2, which amount may be nil by reason of the Trial Allowance, the Monthly Cap or a Fee Waiver;
9. Claimant Entity means each business entity that the Customer records in the Platform as a claimant and that is named as the claimant on the payment claims made for it, being in the ordinary case an entity with its own Australian Business Number or New Zealand Business Number. A Claimant Entity is referred to in the Platform as a company, and the Customer may record more than one;
10. 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;
11. Connected Accounting System has the meaning given in clause 3.4(a);
12. Connected Application has the meaning given in clause 3.11(a);
13. 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;
14. 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);
15. Consumer Rights has the meaning given to it in clause 11.1(a);
16. Customer has the meaning given in clause 1.1(a);
17. 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;
18. 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;
19. Document of Record has the meaning given in clause 3.7(a);
20. External Claim has the meaning given in clause 3.10(a);
21. Fee Waiver means a waiver of the Claim Fee granted by paymentclaims.ai in accordance with clause 2.2(h);
22. 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, and does not include any amount waived under a Fee Waiver;
23. Head Contractor Features has the meaning given in clause 3.12(a);
24. Hosting Provider means any person providing hosting infrastructure and services to paymentclaims.ai for use in providing the Platform;
25. 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;
26. 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;
27. 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;
28. 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;
29. Monthly Cap means the maximum total of the Claim Fees payable by the Customer for Chargeable Acts performed in any one calendar month for payment claims made for a single Claimant Entity, as displayed in the Platform from time to time, in accordance with clause 2.2(c);
30. Notification has the meaning given in clause 3.6(a);
31. paymentclaims.ai means Retention Track Pty Ltd ABN 28 682 975 373 of Unit 15 / 5 Murphy Street, O'Connor, Western Australia 6163;
32. paymentclaims.ai Privacy Policy means the privacy policy available at app.paymentclaims.ai/privacy-policy;
33. Personnel means, in relation to a party, that party's employees, agents, consultants and subcontractors;
34. Platform means the software platform available at paymentclaims.ai, app.paymentclaims.ai and as described in clause 3.1(a);
35. Platform Information means the information, data, results, workflows, timeframes, AI Output, generated documents and any other output that the Customer obtains from the Platform;
36. Privacy Act means the Privacy Act 1988 (Cth) and, where applicable, the Privacy Act 2020 (NZ);
37. Purchase has the meaning given in clause 2.1(b);
38. Related Company means a related body corporate as that expression is defined in the Corporations Act 2001 (Cth);
39. 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;
40. Setup Access has the meaning given in clause 3.9(a);
41. Start Date has the meaning given in clause 1.1(c)(1);
42. Tax Invoice has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
43. Trial Allowance means the first three payment claims for which the Platform performs a Chargeable Act for the Customer, for which no Claim Fee is payable in accordance with clause 2.2(b);
44. User Manual means paymentclaims.ai's documentation of the Platform's functionality and use as made available by paymentclaims.ai from time to time, including at paymentclaims.ai/docs.

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