Client Services Terms

Effective: 7 October 2026

These Client Services Terms are issued by AMTEC ADVISORY PTY LTD (ABN 92 697 826 627) (Amtec, we, us or our). They govern services supplied by Amtec to the client identified in a proposal, quote, order, statement of work or scope document (Client).

These terms are intended to operate with each Scope of Work. Project-specific commercial details, deliverables, exclusions, timing and fees should be stated in the applicable Scope of Work.

1. Definitions

• Agreement means the applicable SOW, these Client Services Terms, any document expressly incorporated into that SOW, and any Change Request or contractual amendment approved in accordance with clause 27.2;
• Affiliate means, in relation to a party, a related body corporate within the meaning of the Corporations Act 2001 (Cth);
• Acceptance Criteria means any objective acceptance requirements expressly identified as acceptance criteria in the applicable SOW or an approved Change Request;
• Additional Work means Services requested or required beyond the agreed Scope, including a Change Request, additional investigation, analysis, meetings, consultation, administration or other work that is not reasonably required to perform the Services expressly included in the SOW;
• Background IP means intellectual property owned, developed or controlled by a party independently of the Services, including reusable code, libraries, frameworks, templates, methods, tools, know-how, processes and modifications to them;
• Business Day means a day that is not a Saturday, Sunday or public holiday in Melbourne, Victoria;
• Change Request means a proposed addition, deletion, modification, expansion or other change to the Scope, Deliverables, requirements, assumptions, Acceptance Criteria, functionality, integrations, data sources, workflows, timing or other requirements of an SOW;
• Client Data means data, personal information, content, records, credentials, code and materials supplied by or on behalf of the Client or accessed through Client systems;
• Client Materials means Client Data, Client branding, content, systems, software, documentation, business processes, datasets and other materials supplied by or on behalf of the Client or made available to Amtec for the Services;
• Confidential Information means information described in clause 17;
• Defect means a failure of a Deliverable, directly caused by Amtec’s work, to materially conform to an express requirement or Acceptance Criterion in the Requirements Baseline, where the failure is reproducible or can otherwise be reasonably demonstrated by logs, recorded outputs or other reliable evidence;
• Deliverables means the items expressly identified as deliverables in a Scope of Work;
• Fees means the amounts payable under the applicable Scope of Work and these terms;
• Project Representative means the individual nominated by the Client under clause 7 who is authorised to provide instructions, approvals and decisions on behalf of the Client;
• Requirements Baseline means the requirements expressly contained in the applicable SOW, together with any document expressly incorporated into the SOW by reference and any subsequently approved Change Request;
• Scope means the Services, Deliverables and requirements included in the Requirements Baseline;
• Security Incident means actual or reasonably suspected unauthorised access to, disclosure of, loss of, alteration of, destruction of or material compromise of Client Data or an in-scope system used to provide the Services;
• Services means the consulting, design, development, integration, automation, artificial-intelligence, data, website, hosting, support, advisory or related services described in a Scope of Work;
• Scope of Work or SOW means a proposal, quote, order, scope, statement of work or similar document accepted by the parties; and
• Subprocessor means a third-party service provider engaged by Amtec that processes Client Data on Amtec’s behalf in connection with the Services.

For the avoidance of doubt, a Defect does not include a new or changed requirement, functionality not expressly included in the SOW, a change in the Client’s interpretation, preference or intended use, additional features, integrations, data sources, workflows or records, cosmetic or subjective preferences that do not materially affect agreed functionality, inaccurate or unavailable Client or third-party data, third-party changes or limitations, Client or third-party modifications, issues in pre-existing systems, use outside the agreed environment or purpose, or an enhancement, optimisation or improvement requested after delivery.

Sales discussions, demonstrations, proposals, meeting discussions, messages, examples, suggestions or correspondence do not form part of the Requirements Baseline unless expressly incorporated into the SOW or an approved Change Request.

2. Application and acceptance

These terms apply to each SOW that incorporates or refers to them. The Client accepts these terms by signing or electronically accepting a SOW, approving it by email, instructing Amtec to commence, paying a deposit or invoice, or receiving Services after being given reasonable notice of the terms.

If there is an inconsistency, an amendment expressly approved under clause 27.2 prevails over the earlier Agreement only for the matter it expressly changes. Subject to such an amendment, the order of precedence is the SOW, any expressly agreed project-specific data-processing, security or confidentiality schedule, and then these terms. The SOW prevails only for a project-specific matter it expressly addresses. A negotiated departure from these terms must clearly identify the affected subject and the intended variation; omission of a clause number does not, by itself, invalidate an otherwise clearly agreed variation.

A purchase order, procurement-portal term, vendor-onboarding document or other administrative document issued by the Client does not introduce additional terms or amend the Agreement unless an authorised Amtec representative expressly accepts it as a contractual amendment in writing. Acknowledging a purchase order, submitting an invoice or using a portal for administration does not, by itself, constitute that acceptance.

A quote or proposal is open for 30 days unless it states otherwise.

3. Services and project approach

Amtec will provide the Services with due care and skill and in accordance with the applicable SOW. Unless the SOW states otherwise, timelines are estimates and depend on Client cooperation, third-party systems and technical discovery.

Amtec may select the technical methods, tools, personnel and sequencing reasonably required to perform the Services, while taking account of agreed requirements.

3.1 Independent contractor, authority and non-exclusivity

Amtec provides the Services as an independent contractor. Nothing in an SOW or these terms creates a partnership, joint venture, fiduciary relationship, employment relationship or general agency between the parties.

Neither party may bind the other, incur obligations on the other’s behalf or represent that it has authority to do so except to the extent expressly authorised in the applicable SOW or a subsequent written instruction from an authorised representative.

Unless a SOW expressly provides otherwise, the engagement is non-exclusive. Amtec may provide services to other clients, including clients operating in the same industry or competing with the Client, provided Amtec complies with its confidentiality and intellectual-property obligations.

4. Fees, GST and invoicing

Fees are exclusive of GST unless expressly stated otherwise. The Client must pay GST in addition to the Fees where applicable.

The Client must pay deposits, milestones, retainers and invoices in accordance with the SOW. If no due date is stated, invoices are due within 7 days.

Where work is authorised but no fixed fee or rate is stated, the work is charged at Amtec’s standard rate of $400 plus GST per hour.

Amtec may apply interest to overdue amounts at the Reserve Bank of Australia cash rate plus 6% per annum, calculated daily, and recover reasonable debt-recovery costs. This does not limit any other right.

4.1 Invoice disputes

If the Client genuinely disputes an invoice, the Client must notify Amtec promptly in writing, identifying the amount disputed, the specific reason for the dispute and any supporting information reasonably available to the Client.

The Client must pay any undisputed portion of an invoice by the applicable due date.

A dispute relating to one Deliverable, Defect or Change Request does not entitle the Client to withhold amounts properly due for other Services or Deliverables.

Nothing in this clause limits any right the Client has under applicable law.

4.2 Currency, bank charges and withholding

Unless the SOW states otherwise, all Fees are stated and payable in Australian dollars.

The Client is responsible for its own bank, intermediary, foreign-exchange and international-transfer charges. If the Client is required by law to withhold an amount from a payment, it must provide Amtec with reasonable evidence of the withholding and cooperate in providing documentation reasonably required for Amtec to claim any available credit, exemption or relief.

4.3 Travel and project expenses

Unless the SOW expressly includes them in the Fees, reasonable travel, accommodation and material out-of-pocket project expenses are payable by the Client only where approved in writing before the relevant cost is incurred, except for minor incidental expenses reasonably necessary to perform an expressly approved onsite engagement.

5. Deposits, milestones and delivery

A deposit reserves capacity and authorises commencement.

If a SOW ends before completion, Amtec may retain from amounts already paid an amount equal to the aggregate of:

• Fees for Services properly performed up to the date the SOW ends;
• non-cancellable third-party costs Amtec has incurred or committed to for the Client;
• reasonable costs of transition, handover and demobilisation requested by the Client; and
• a reasonable amount for capacity specifically reserved for the Client and not able to be reallocated, calculated under the paragraph below.

The amount retained for reserved capacity must not exceed the Fees that would have been payable for the unexpired part of the notice period applicable under clause 23. If the Client gave the full notice required, or the SOW ended for Amtec’s material breach, no amount may be retained for reserved capacity. Where clause 23 does not prescribe a notice period for the way the SOW ended, the applicable period is the notice period that would have applied had the Client terminated the SOW for convenience.

Amtec must take reasonable steps to reallocate reserved capacity and to cancel or mitigate committed costs, and the retained amount is reduced accordingly.

Within 20 Business Days after the SOW ends, Amtec must give the Client a written reconciliation showing how the retained amount was calculated, and must refund any balance of amounts paid that exceeds the retained amount.

Subject to the payment, acceptance and handover sequence expressly agreed in the SOW and clause 5.2, Amtec may withhold the release or transfer of unpaid Amtec-created Deliverables, source code and working files until the Fees properly due for those items have been paid. This right does not permit Amtec to withhold Client Materials supplied by the Client, credentials needed to access the Client’s pre-existing accounts, or a separately identifiable completed Deliverable for which the corresponding Fees have been paid, merely because other amounts are outstanding.

Amtec is not required to transfer source code, repositories or editable working files unless they are expressly included in the SOW. Nothing in this clause requires disclosure of Amtec’s own shared infrastructure credentials or another client’s information.

Nothing in this clause limits any non-excludable right or remedy. If a consumer-law remedy applies, any refund or adjustment will be determined consistently with that law and the value of Services properly supplied.

5.1 When delivery occurs

A Deliverable is taken to have been delivered when Amtec gives the Client access to the Deliverable, provides or makes the Deliverable reasonably available for handover, download, deployment, transfer or review, or notifies the Client in writing that the Deliverable is complete and reasonably available for delivery, whichever occurs first.

The Client’s failure or refusal to attend a handover meeting, access or download a Deliverable, conduct testing, provide feedback, provide required access, information or approvals, or otherwise take possession of or review a Deliverable does not prevent delivery from occurring or, subject to clause 12, postpone the applicable acceptance period, warranty period or payment obligation.

Amtec must provide sufficient information to enable the Client reasonably to access and review the Deliverable. The acceptance period does not run while Amtec has withheld access reasonably necessary for the agreed testing. A notice of readiness does not, by itself, satisfy a milestone that expressly requires a further deployment, transfer or handover step before invoicing or payment.

5.2 Access for acceptance testing

From delivery for acceptance review, Amtec grants the Client and its authorised testers a limited, non-exclusive right to access and use the materials actually made available, solely for agreed acceptance testing and business validation. This right applies before final payment, continues for the applicable review and correction process, and is subject to confidentiality, security and agreed use restrictions. It does not authorise unrelated production use, resale or access to source code not included in the SOW.

If the SOW requires acceptance or specified handover before final payment becomes due, Amtec will provide the access and handover reasonably required to complete that agreed sequence. The Client must then pay in accordance with the SOW. Any suspension of testing access must comply with clause 22.

6. Scope changes and additional work

6.1 Agreed Scope

The SOW includes only the Services, Deliverables and requirements expressly stated in the Requirements Baseline.

A requirement does not become part of the Scope merely because it was discussed before or during the engagement, would improve the Deliverable, may ordinarily be associated with similar software or services, was expected or assumed by the Client, appears in a later email, message, meeting or document, or is investigated, discussed or considered by Amtec.

Nothing in this clause limits any representation or obligation that cannot lawfully be excluded.

6.2 Change Requests

Any proposed change to the Requirements Baseline is a Change Request.

A Change Request may include a new feature or function, additional integration, additional data source or dataset, additional workflow, page or interface, change to approved logic or design, revised business rule, additional reporting, data extraction or enrichment, expansion of an agreed use case, revision following earlier approval, changed assumption, additional testing requirement, training, documentation, support or remediation of an issue that does not constitute a Defect.

Amtec may provide an estimate or revised quotation addressing the effect of the Change Request on Fees, timing, resources and delivery.

Amtec is not required to commence a Change Request until the parties have agreed in writing on any material effect on Scope, Fees and timing.

6.3 No informal variation of Scope

A conversation, email, message, meeting discussion, demonstration, suggestion, investigation or request does not amend a SOW unless the communication expressly records that the parties are approving a Change Request or variation to the SOW.

Amtec’s investigation, consideration or discussion of a proposed change does not constitute agreement that the requested work was included in the original Scope.

6.4 Client instructions must be clear and consolidated

The Client must provide instructions, requirements, feedback, questions and decisions in a reasonably clear, complete and consolidated manner.

Amtec is not required to infer unstated requirements or determine the Client’s intended requirement from fragmented, repetitive, ambiguous, inconsistent or conflicting communications.

Where reasonably practicable, Amtec may require the Client to consolidate outstanding issues, requested changes or feedback into a single written issues list or Change Request before Amtec is required to provide a substantive response.

6.5 Ambiguous or conflicting instructions

Where an instruction or request is ambiguous, materially incomplete, inconsistent with a previous instruction or approval, inconsistent with the Requirements Baseline or inconsistent with another instruction from the Client, Amtec may request clarification and pause the affected work until sufficiently clear instructions are provided.

Any resulting delay will be treated as a Client delay under clause 8.

Where Client personnel provide conflicting instructions, Amtec may rely on the Project Representative to determine which instruction applies.

6.6 Meetings, consultation, communications and administrative time

Unless the SOW expressly states otherwise, a fixed-fee engagement includes up to 5 hours in total of scheduled meetings, consultation and advisory time. This total includes one kick-off meeting of up to 60 minutes, one final handover or review meeting of up to 60 minutes, and other scheduled project meetings within the remaining allowance. It does not create a separate unlimited weekly meeting entitlement.

Routine email and project-management communications reasonably required to deliver the agreed Services are included outside that scheduled-time allowance. Reasonable reporting and investigation of a potential Defect, and work required to correct a Defect or otherwise remedy Amtec’s own failure to perform its obligations, are not chargeable Additional Work merely because the allowance has been used. Before charging for investigation reasonably identified as outside Scope and not Amtec’s responsibility, Amtec must obtain approval under clause 6.2 or this clause.

Additional Work may include material time reasonably required to analyse extensive or repetitive correspondence, reconcile inconsistent Client instructions, reconstruct requirements from fragmented communications, prepare responses to substantial lists of questions or requested changes, conduct additional investigations requested by the Client, repeatedly explain matters already documented or addressed, attend additional meetings or workshops, provide substantive advisory services or administer a project materially beyond the level reasonably contemplated by the SOW.

Before charging material Additional Work under this clause, Amtec will notify the Client that the relevant activity falls outside the included project-administration allowance or Scope and will obtain approval before proceeding with chargeable work. The Client may instead elect to consolidate or withdraw the relevant request.

6.7 Additional Work fees

Unless another amount is agreed, approved Additional Work will be charged at Amtec’s standard rate of $400 plus GST per hour in 15-minute increments.

Amtec may require a deposit or advance payment before commencing substantial Additional Work.

7. Client responsibilities

The Client must:

• provide accurate, complete and timely requirements, information, decisions, approvals, access, credentials, content and personnel;
• appoint a Project Representative who may give instructions and approvals;
• ensure its instructions are sufficiently clear and complete for Amtec reasonably to perform the Services;
• promptly resolve conflicting instructions given by its personnel;
• consolidate feedback and requested changes where reasonably requested by Amtec;
• distinguish, where reasonably possible, between reported Defects and requests for changes or enhancements;
• review and approve requirements and decisions submitted to it within the time reasonably required for the project;
• ensure that personnel providing instructions to Amtec are appropriately authorised;
• ensure it has all rights, consents, licences and authority needed for Client Data, Client Materials, systems, instructions and third-party assets;
• ensure it is authorised to give Amtec access to each Client or third-party account, system, environment, dataset or platform that Amtec is instructed to access or configure;
• maintain appropriate backups and business-continuity arrangements unless backup services are expressly included;
• review Deliverables, test them in its environment and promptly report material issues;
• use the Services and Deliverables lawfully, securely and only for the intended purpose;
• comply with applicable industry, privacy, consumer, employment, marketing, health, financial and other regulatory requirements;
• obtain independent legal, regulatory, tax, financial, medical or other professional advice where required; and
• not knowingly require Amtec to repeatedly analyse substantially the same issue without identifying any new information or requirement.

7.1 Project Representative

Unless Amtec has actual knowledge to the contrary, Amtec may rely on instructions and approvals given by the Project Representative as authorised instructions of the Client.

Where other Client personnel give instructions that conflict with the Project Representative, an existing approval, the SOW or another Client instruction, Amtec may pause the affected work and request that the Project Representative provide a final consolidated direction.

The Client remains responsible for resolving internal disagreement among its personnel.

Appointment as Project Representative permits operational instructions and approvals within the Scope. It does not, by itself, authorise changes to intellectual-property ownership, liability, indemnities, confidentiality or other material legal terms. Authority to approve Change Requests, including any spending limit, may be stated in the SOW or separately confirmed in writing. Amtec must obtain approval from a representative with the relevant authority before treating a proposed legal or commercial change as agreed.

8. Client delays, inactivity and dependencies

8.1 Client delays

If the Client delays providing access, feedback, approvals, content, data, instructions, decisions or payment, Amtec may reasonably extend project dates, revise milestones, reallocate personnel, reschedule work according to resource availability and charge reasonable additional or remobilisation costs actually arising from the delay, where those costs have been notified to the Client before being incurred where reasonably practicable.

8.2 Dormant projects

If Amtec is unable materially to progress a project because the Client has failed to provide a required response, approval, decision, access or other dependency for 15 Business Days after Amtec has requested it, Amtec may give the Client a written inactivity notice.

If the Client does not provide the required item within a further 5 Business Days, Amtec may designate the project dormant and reallocate the personnel assigned to it.

When the Client later becomes ready to continue, Amtec will use reasonable efforts to remobilise the project, subject to personnel availability and a revised project timetable.

Reasonable additional costs directly arising from remobilisation may constitute Additional Work if notified to and approved by the Client before being incurred.

8.3 Prolonged inactivity

If Client-caused inactivity continues for 30 Business Days after an inactivity notice and materially prevents Amtec from performing the Services, Amtec may treat the continued failure as a material breach for the purposes of clause 23 and give the Client the applicable opportunity to remedy that breach.

8.4 External dependencies

Amtec is not responsible for delay or failure to the extent caused by inaccurate or incomplete Client requirements, Client Data, Client personnel, pre-existing or legacy systems, undocumented dependencies, third-party providers, APIs, platforms or websites, required third-party approvals, or circumstances outside Amtec’s reasonable control. This does not exclude responsibility to the extent the delay or failure is caused or contributed to by Amtec’s breach, negligence or failure to perform its agreed integration, supplier-selection or security obligations.

8.5 Changes in law, regulation or mandatory platform requirements

If, after an SOW is accepted, a change in law, regulation, regulatory guidance with which a party is required to comply, or a mandatory third-party platform requirement materially changes the work reasonably required to deliver or continue operating a Deliverable, the additional work may be treated as a Change Request.

This clause does not excuse either party from complying with legal obligations that apply directly to that party regardless of the SOW.

9. Third-party products, platforms and costs

The Services may use third-party hosting, software, APIs, artificial-intelligence services, libraries, plugins, email platforms, data providers, analytics, domains and other products. Unless the SOW expressly includes them, all third-party subscriptions, licences, usage fees, transaction charges, domains, advertising spend and infrastructure costs are payable by the Client.

Third-party services are governed by their own terms and may change, fail, suspend accounts, limit features or alter pricing. Amtec does not guarantee a third-party provider’s independent availability, security, data handling, policy settings, deliverability, model behaviour or continued compatibility. Amtec is not responsible for such independent acts, changes or failures to the extent outside its reasonable control, but remains responsible to the extent caused or contributed to by its own breach, negligence or failure to comply with clause 14 or another agreed obligation.

Amtec may recommend alternatives where practical. Redesign or migration resulting from an independent third-party change may be Additional Work under clause 6 unless included in the SOW. Correcting Amtec’s own failure to meet an agreed requirement does not become Additional Work merely because a third-party product is involved.

9.1 Client-controlled production accounts

Where reasonably practicable, production hosting, repositories, domains, SaaS subscriptions and other critical production accounts should be owned or controlled by the Client. Amtec may use its own development, testing or staging resources during delivery unless the SOW states otherwise.

If Amtec is to own or control a production account on the Client’s behalf, the applicable hosting, support, payment and transition arrangements must be stated in the SOW or another written agreement.

9.2 Technical feasibility and unavailable dependencies

Where discovery or implementation establishes that an anticipated API, integration, permission, provider feature or technical approach is unavailable, prohibited by applicable third-party terms, materially different from information reasonably available when the SOW was accepted, or cannot satisfy an agreed security requirement, Amtec may propose a commercially reasonable alternative.

If the alternative materially affects functionality, Fees or timing, it will be treated as a Change Request. If no compliant and commercially reasonable alternative is available or agreed, either party may terminate the affected component of the SOW, with Fees and committed costs reconciled under clause 5. This clause does not entitle Amtec to additional Fees, or excuse an existing breach, to the extent the problem results from Amtec’s failure to exercise due care and skill or perform an obligation already included in the SOW. Neither party’s accrued remedies or non-excludable rights are removed by termination of the affected component.

9.3 Ongoing support, maintenance and managed services

Where a SOW includes ongoing support, maintenance, hosting or managed services, Amtec will provide only the services expressly identified in that SOW.

Unless the SOW expressly states otherwise, ongoing services do not include guaranteed response or resolution times, 24-hour support, continuous monitoring, penetration testing, independent security certification, major redevelopment, new integrations, new functionality, content administration, migration to a materially different platform, remediation of Client or third-party modifications, or material work required because of third-party product changes.

Support is provided during Melbourne business hours through the contact method stated in the SOW or, if none is stated, by email to Amtec’s ordinary support contact.

Material redevelopment, migration, additional functionality or work required because the Client changes its systems, data sources, workflows or requirements is Additional Work, subject to clause 6. Work required to remedy Amtec’s own breach of an included maintenance or support obligation is not Additional Work.

The SOW identifies the recurring fee, billing arrangements, commencement trigger, included tasks and any minimum term. The ongoing-service termination rules in clauses 23.4 and 23.5 apply to support, maintenance and managed hosting as well as retainers. Ending an ongoing service does not, by itself, terminate a perpetual licence already granted for paid-for Deliverables. Continued hosting or other separately charged services are not included in that licence.

10. Personnel and subcontractors

Amtec may use employees, contractors, specialist developers and service providers to perform the Services. Amtec remains responsible for performance of the contractual obligations it delegates to its personnel or subcontractors, subject to the limitations and risk allocation in this Agreement, and will require personnel with access to Confidential Information to be subject to appropriate confidentiality obligations. This does not make Amtec a guarantor of the independent platform services described in clause 9.

Amtec will maintain contractual arrangements with its personnel and contractors that are reasonably sufficient for Amtec to grant the intellectual-property rights that Amtec expressly agrees to grant under the applicable SOW, subject to third-party, open-source and artificial-intelligence provider terms.

Unless expressly agreed, the Client is not entitled to require that a particular individual perform the Services.

10.1 Protection of Amtec commercial relationships

During an applicable SOW and for 12 months after its completion or termination, the Client must not knowingly use an introduction, non-public information, relationship or access obtained through Amtec or the Services primarily for the purpose of circumventing Amtec in relation to a specific delivery partner, supplier, referral source, commercial partner or commercial opportunity first introduced to the Client by Amtec through the engagement.

Without limiting the preceding paragraph, the Client must not knowingly bypass Amtec to enter into a direct arrangement for the same or substantially similar services or commercial opportunity where the purpose or effect of the arrangement is to avoid Amtec’s agreed commercial role or entitlement.

This restriction does not apply where the Client can reasonably demonstrate that the relevant relationship was independently known, independently sourced or already active before Amtec’s introduction, arose through general market activity that did not use Amtec’s Confidential Information or introduction, concerns a materially unrelated service or opportunity, or was approved by Amtec in writing.

Nothing in this clause prevents the Client from independently procuring competing products or services, engaging other suppliers or competing generally in its market. This clause does not restrict the recruitment, employment or engagement of an individual in their personal capacity and is not intended to operate as a no-poach agreement.

11. Instructions, approvals and project records

11.1 Project record

Amtec may maintain a written project record containing approved requirements, material decisions, Client approvals, Change Requests, reported Defects, project dependencies, meeting decisions and material Client instructions.

Email, project-management systems and other written electronic communications may form part of that record.

11.2 Hierarchy of requirements

The contractual documents have the order of precedence stated in clause 2. A Change Request or SOW variation approved under clause 27.2 prevails over an earlier requirement only for the matter it expressly changes. All unaffected requirements continue to apply.

Within that contractual framework, written operational decisions approved by the Project Representative take priority over other project correspondence on the implementation matters they address. Operational decisions and other correspondence do not expand the Requirements Baseline or alter legal terms unless expressly approved as a contractual amendment by representatives with the relevant authority.

11.3 Approvals

Once the Client has expressly approved a material requirement, design, workflow, rule, data mapping, business rule or other project decision, Amtec may rely on that approval.

A subsequent request to materially revise an approved item may constitute a Change Request.

11.4 Business decisions

The Client remains responsible for reviewing and approving campaign content, recipient lists, data mappings, business rules, release decisions, commercial assumptions and other outputs requiring Client business judgment before use or deployment.

12. Testing, delivery, acceptance and warranty

12.1 Testing

Amtec will perform the testing expressly included in the SOW.

The Client is responsible for user-acceptance testing, business validation and confirming that Deliverables are suitable for the Client’s operations before live use, except to the extent otherwise expressly stated in the SOW.

12.2 Acceptance period

Unless the SOW states otherwise, the Client has 10 Business Days after delivery to review a Deliverable.

Amtec’s delivery notice must state the date of delivery, the date the acceptance period expires and that the Deliverable will be taken to have been accepted if the Client does not notify Amtec of a material non-conformity during that period.

If those matters are not contained in the delivery notice, the deemed-acceptance period does not commence.

Where a Deliverable is complex or the Client’s testing depends on a third party, the Client may request a reasonable extension of the acceptance period and Amtec must not unreasonably refuse.

12.3 Notice of non-conformity

If the Client considers a Deliverable materially non-conforming, the Client must identify the issue with reasonable specificity, including where reasonably practicable the requirement or Acceptance Criterion that the Client considers has not been met, the behaviour complained of, reasonable reproduction steps and relevant examples or evidence.

The parties must then determine whether the issue is a Defect, Change Request, third-party issue or another matter under this Agreement.

The Client is not required to use any particular technical terminology when reporting an issue. An intermittent or probabilistic failure may be demonstrated through logs, recorded outputs or other reliable evidence; identical reproduction on demand is not required where that evidence reasonably establishes a Defect.

12.4 When acceptance occurs

A Deliverable is accepted when the Client confirms acceptance in writing, deploys or uses the Deliverable in production other than solely for agreed acceptance testing, or the applicable acceptance period expires without the Client having notified Amtec of a material non-conformity in accordance with clause 12.3.

Payment of an invoice or milestone is not, of itself, acceptance.

Acceptance does not limit the warranty in this clause, any right in respect of a defect that was not reasonably apparent on testing, or any non-excludable right or remedy.

12.5 Minor issues do not prevent acceptance

The existence of an issue that does not materially prevent a Deliverable from performing the functionality expressly required by the Requirements Baseline does not, by itself, permit rejection of the entire Deliverable.

Where a qualifying Defect exists, Amtec will address that Defect under this clause without affecting acceptance of unaffected parts of the Deliverable.

Nothing in this clause restricts any non-excludable right or remedy.

12.6 Opportunity to correct Defects

Where the Client identifies a qualifying Defect during the acceptance or warranty period, Amtec must be given a reasonable opportunity to investigate and, where Amtec is responsible, correct the Defect.

A request to alter the agreed requirement rather than correct the Deliverable to conform with it is a Change Request.

After correcting a material non-conformity notified during acceptance review, Amtec will redeliver the affected item with a written notice and allow the Client a reasonable period to retest the correction and directly affected functionality, including reasonable regression checks. Unless otherwise agreed, the period is 10 Business Days and the notice requirements in clause 12.2 apply. Retesting does not reopen acceptance of unaffected items or add new requirements. A material failure of the retested item remains subject to this correction process and the parties’ existing remedies.

12.7 Warranty

For 30 days after final acceptance of the final Deliverable or its first production use, whichever occurs first, Amtec will correct qualifying Defects without additional professional fees. Production use solely for agreed acceptance testing does not start this warranty period. The Defect definition in clause 1 supplies the materiality and evidence requirements; no additional requirement that the entire Deliverable be prevented from operating applies.

The warranty does not cover matters excluded from the definition of Defect.

For Deliverables involving artificial intelligence or probabilistic models, ordinary output variability, non-deterministic behaviour, independent model-provider changes, model deprecation, and context or rate limits are not Defects merely because they affect an individual output. A materially unmet requirement in the Requirements Baseline caused by Amtec’s implementation remains a Defect. Neither this qualification nor the presence of prompt-injection or adversarial content excuses Amtec’s failure to implement agreed access controls, security measures or other obligations.

12.8 Project closure

Unless an active support, maintenance or retainer arrangement applies, the project is considered closed after final acceptance and expiry of the applicable warranty period.

After project closure, requested services outside Amtec’s remaining obligations constitute Additional Work. Project closure or expiry of the warranty period does not end the obligation to address a qualifying Defect properly notified during the acceptance or warranty process, prevent completion of a correction already agreed, or limit the rights preserved by clauses 12.4 and 19.

12.9 Refusal or failure to participate in handover

A Client’s refusal or failure to attend a scheduled delivery or handover meeting does not prevent delivery occurring where Amtec has otherwise complied with clause 5.1.

Amtec may provide the relevant access, materials and delivery notice electronically and the acceptance process will then operate in accordance with this clause.

12.10 Warranty claims and expenses

The warranty in clause 12.7 is given by AMTEC ADVISORY PTY LTD (ABN 92 697 826 627), 74 Kooyong Road, Caulfield North VIC 3161, Australia. Warranty contact: Benji Saddik; email admin@amtecadvisory.com; telephone +61 432 886 953.

To claim, notify Amtec at those contact details during the applicable acceptance or warranty period, identify the SOW and affected Deliverable, and describe the issue with the information reasonably available under clause 12.3. Amtec will acknowledge the claim, investigate it and, where it is a qualifying Defect, correct it within a reasonable time having regard to its severity, complexity and necessary access. The Client must provide reasonable access and cooperation through the agreed secure process. These notification periods concern the contractual warranty only and do not limit statutory claims or other rights preserved by clause 12.4.

Amtec bears its own investigation and correction costs for a valid warranty claim and will reimburse reasonable, substantiated expenses it asks the Client to incur in making or completing that claim. Send receipts and a description of the expense to the warranty email address. The Client bears other claim expenses except to the extent applicable law requires Amtec to pay them. Chargeable work outside the warranty requires approval under clause 6; rejecting a warranty claim does not, by itself, authorise a charge.

The benefits of this warranty are additional to other rights and remedies available under the Australian Consumer Law and other applicable law. Amtec will provide the applicable warranty notice with the warranty-bearing Deliverables or their accompanying contract and handover materials where required by law. A website link alone does not replace information required to accompany the supply.

12.11 Australian Consumer Law warranty notices

Where the Client acquires a supply as a consumer under the Australian Consumer Law, the applicable notice below forms part of the warranty. The applicable classification is determined by law, including where computer software constitutes goods, rather than merely by the label used in the SOW. These notices do not limit rights to the 30-day contractual warranty period.

For a warranty relating to services only:

Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:

• to cancel your service contract with us; and
• to a refund for the unused portion, or to compensation for its reduced value.

You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

For a warranty relating to both goods and services:

Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:

• to cancel your service contract with us; and
• to a refund for the unused portion, or to compensation for its reduced value.

You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion.

You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

For a warranty relating to goods only:

Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

13. Intellectual property

Each party retains the rights it holds in its Background IP. As between the parties, the Client retains all rights, title and interests it holds in Client Data, branding, content, business methods and Client Materials supplied by it. Nothing in this Agreement transfers those rights to Amtec or represents that the Client owns material licensed from a third party.

13.1 Licence to Client Materials

To the extent of the Client’s rights and authority, the Client grants Amtec and its authorised personnel and Subprocessors a non-exclusive, non-transferable licence to access, host, copy, process, transform, configure and otherwise use Client Materials solely as reasonably necessary to provide, secure, support and administer the Services. After the relevant Services end, use is limited to agreed transition and the retention purposes permitted by clause 14.8, including compliance with law and protection of legal rights. No independent reuse or commercialisation right is granted.

13.2 Amtec Background IP and reusable technology

Amtec owns its Background IP and all reusable or generally applicable code, components, integrations, prompts, workflows, templates, models, architecture, libraries, tools, methods, improvements and know-how used or developed in performing the Services.

Subject to payment of the Fees properly attributable to the relevant Deliverable, and any release sequence expressly agreed in the SOW, Amtec grants the Client a perpetual, worldwide, royalty-free, non-exclusive licence to use, operate, maintain and modify that Deliverable for its internal business purposes and any external or customer-facing use expressly contemplated by the SOW. Where the Deliverable is a public website, customer portal or customer-facing workflow, that licence includes making its intended functionality available to the users contemplated by the SOW. Clause 5.2 applies to access for acceptance testing before final payment.

The Client may permit its Affiliates, employees, professional advisers and contractors, including a replacement supplier, to exercise that licence solely on the Client’s behalf and for the same permitted purpose, provided the Client remains responsible for their compliance with the restrictions in this clause.

Unless the SOW expressly states otherwise, the licence does not transfer ownership of Amtec’s Background IP and does not permit the Client, an Affiliate or a contractor to resell, distribute, white-label, sublicense for independent third-party use or commercialise Amtec’s reusable technology as a standalone product or service.

Source code, repositories and editable working files are provided only where expressly included in the SOW, following the payment and handover sequence agreed there or, if no different sequence is stated, after payment of the corresponding Fees. Permitted access by end users or replacement suppliers does not grant them independent rights to extract, resell or commercialise Amtec’s reusable technology.

13.3 Project-specific outputs and third-party materials

The Client retains the rights it holds in Client Data. Subject to those rights, third-party licences and any different allocation expressly agreed in the SOW, the Client may use project-specific reports, records, configurations and outputs forming part of the Deliverables for the purpose permitted by clause 13.2.

Amtec retains ownership of the underlying reusable methods, matching logic, scoring approaches, prompts, architecture, workflows, models, tools and know-how used to create those outputs. Third-party and open-source data, software and components remain subject to their applicable rights and licences.

13.4 Artificial-intelligence generated material

Artificial-intelligence services may generate material that is not capable of exclusive ownership or copyright protection, may be similar to material generated for other users, and may be subject to provider terms. Amtec grants only the rights in AI-generated material that Amtec lawfully owns or is entitled to grant and does not warrant exclusivity of purely machine-generated output.

Amtec may reuse general skills, ideas, methods and non-client-specific components, provided it does not disclose Client confidential information.

Amtec may identify the Client or publish a case study only with the Client’s prior written approval. A project-specific IP arrangement, assignment, commercialisation right, source-code transfer or exclusivity arrangement must be stated expressly in the SOW.

14. Client Data, privacy and security

14.1 Client authority and lawful processing

The Client warrants that Client Data has been lawfully collected and may lawfully be provided to, accessed by and processed by Amtec for the Services. The Client is responsible for notices, consents, lawful bases, data quality, retention instructions and responses to individuals unless the SOW states otherwise.

The Client must identify before production processing any material data-residency, industry-specific, contractual or regulatory restriction that applies to the Client Data or systems and is relevant to Amtec’s proposed delivery approach.

14.2 Permitted use of Client Data

Amtec will use Client Data only to perform, secure, support and administer the Services, comply with law and protect legal rights. Amtec will not sell Client Data or use Client Data to train Amtec’s internal models.

14.3 Subprocessors and overseas handling

The Client authorises Amtec to use employees, contractors, cloud providers, hosting providers, artificial-intelligence providers, software platforms, APIs and other Subprocessors reasonably required to provide the Services.

Amtec will take reasonable steps appropriate to the nature of the engagement to ensure that persons and Subprocessors given access to Client Data are subject to appropriate confidentiality, security or data-protection obligations.

Client Data may be accessed, processed or stored outside Australia where reasonably required by a third-party service used for the Services. Where applicable privacy law requires Amtec to take reasonable steps in relation to an overseas disclosure or processing arrangement, Amtec will take reasonable steps appropriate to the circumstances.

A SOW or project-specific data-processing or security schedule may identify approved or prohibited providers, processing locations, data-residency requirements or additional safeguards.

14.4 Sensitive and regulated information

The Client must not provide sensitive personal information, health information, high-risk financial information, production credentials, information relating to minors or other regulated data unless Amtec has expressly agreed to receive it.

Where the nature, volume or sensitivity of information reasonably requires additional controls, Amtec may require the parties to agree a project-specific data-processing or security schedule before the relevant production processing begins.

14.5 Third-party artificial-intelligence settings

Where commercially available and reasonably appropriate to the engagement, Amtec will use business, API or enterprise settings intended to prevent Client Confidential Information from being voluntarily contributed to public or shared model-training or model-improvement programmes unless the Client approves otherwise in writing.

Amtec does not control the independent contractual, security, retention or model-development practices of third-party providers and does not warrant that a provider will maintain a particular feature or setting indefinitely.

14.6 Security measures and security scope

Amtec will take reasonable technical and organisational security measures appropriate to the engagement. The Client acknowledges that no system is completely secure and must maintain its own access controls, backups, monitoring and incident-response arrangements.

Unless expressly included in the SOW, the Services do not include formal penetration testing, independent security certification, SOC 2 or ISO certification, specified data residency, dedicated backup or disaster-recovery services, 24-hour security monitoring, custom single sign-on, a specified recovery time or recovery point objective, or compliance with a Client-specific security or audit framework.

14.7 Security Incidents

Each party must notify the other without undue delay after becoming aware of a Security Incident materially affecting the Services or Client Data for which the other party reasonably requires notice.

The notifying party will provide information reasonably available to it about the nature and known impact of the incident and will reasonably cooperate with containment, investigation and legally required notifications.

Each party remains responsible for regulatory or individual notifications that applicable law places on that party. A shorter contractual notification deadline applies only where expressly stated in the SOW or a project-specific data-processing or security schedule.

14.8 Return, deletion and credentials

On reasonable written request or termination of the relevant SOW, Amtec will return or make reasonably available Client Materials and agreed project materials within its control through the agreed handover process and a reasonably usable available format. Amtec will revoke or remove production credentials and access no longer required and reasonably cooperate with the Client in rotating credentials where appropriate. Payment and source-code rights remain subject to clauses 5 and 13.

Amtec will take reasonable steps to securely delete working copies of Client Data and Client Materials when they are no longer required for the Services, agreed transition or another purpose permitted by this clause. Retention is limited to information reasonably necessary to meet legal, insurance or professional record-keeping requirements, maintain proportionate security and transaction records, or establish, exercise or defend legal rights. Retention must comply with applicable privacy law; a general preference to keep all project data does not justify indefinite retention.

Residual backup copies may remain until deletion through the documented backup-retention cycle, provided access is restricted, the copies are not used for another purpose, and any restored copies are again subject to the same deletion requirements. Amtec will take reasonable steps to make deletion requirements effective with its Subprocessors and, on reasonable request, explain material retention exceptions and the applicable backup cycle.

Where applicable law requires destruction or de-identification of personal information, Amtec will take the required reasonable steps. De-identification does not confer a separate right to reuse Client Confidential Information, train models or commercialise Client Materials. Any retained information remains protected under clauses 14 and 17 until deleted or lawfully de-identified.

15. Artificial intelligence and automated systems

Amtec may design, integrate or configure artificial-intelligence, machine-learning and automated systems. These systems may produce incomplete, inaccurate, biased, variable or unexpected outputs and may be affected by source data, prompts and third-party models.

Amtec provides technology under the Client’s instructions and does not make legal, financial, medical, employment, credit, eligibility or other regulated decisions on the Client’s behalf unless expressly agreed in a specific SOW.

The Client is responsible for determining whether a proposed use is lawful and appropriate, implementing human review, validating outputs, documenting decisions, informing affected individuals where required and ensuring the technology is not used outside the agreed purpose.

Unless expressly agreed, Deliverables are decision-support tools and must not be treated as a substitute for qualified professional judgment.

15.1 No implied authority for automated systems

The fact that a Deliverable is technically capable of taking an action does not authorise that action.

Unless a SOW expressly provides otherwise, an artificial-intelligence agent, automation or other Deliverable has no authority to execute or amend a contract, transfer or release money, submit a legally binding filing, approve professional work, terminate or discipline an employee, make a credit, eligibility, medical or other regulated decision, or otherwise legally bind the Client.

Where an SOW authorises an automated external action, the Client remains responsible for defining the applicable approval rules, limits and authorised business purpose unless the SOW expressly allocates that responsibility to Amtec.

15A. Data sources, extraction and matching

15A.1 External data

Where Services use or process information obtained from government registers, websites, WHOIS or domain records, public databases, search engines, APIs, third-party datasets, social platforms or other external information sources, the Client acknowledges that those sources may contain incomplete, inaccurate, inconsistent, duplicated, delayed or outdated information or may become unavailable.

Unless expressly stated in the SOW, Amtec does not warrant the completeness or accuracy of the underlying third-party information.

15A.2 Data extraction and automated matching

Data extraction, enrichment, entity resolution, classification, deduplication, relationship mapping and automated matching may use deterministic, probabilistic, heuristic or artificial-intelligence techniques.

Depending on the agreed methodology and quality of available information, results may include false positives, false negatives, unmatched records, duplicate records, missing information or incorrect associations caused by ambiguous or inaccurate source data.

This does not relieve Amtec from implementing the expressly agreed methodology with due care and skill.

15A.3 What constitutes a Defect

An error caused by Amtec incorrectly implementing an expressly agreed rule may constitute a Defect.

An error materially attributable to inaccurate, incomplete, ambiguous, changed or unavailable source information, or an inherent limitation of an expressly agreed matching methodology, does not of itself constitute a Defect.

15A.4 Verification

The Client must apply appropriate human or independent verification before relying on extracted or matched information for material legal, regulatory, financial, ownership, compliance or other significant business decisions.

16. Outbound marketing, data and campaign compliance

Where Services involve data enrichment, prospecting, email or SMS infrastructure, campaign automation or direct marketing, the parties are responsible for compliance with laws and platform requirements to the extent those obligations apply to their respective conduct.

The Client is responsible for the commercial decision to conduct a campaign, recipient selection, the legal basis relied on for contacting recipients, the lawfulness and accuracy of contact data supplied or approved by the Client, factual and marketing claims, sender identity, business rules, sending volumes and final approval to launch.

The Client warrants that contact data and recipient lists supplied or approved by it are lawfully sourced and suitable for the intended use and that it can demonstrate any consent, inferred consent, published-address basis or other permission relied upon.

Amtec is responsible for implementing the agreed technical configuration with reasonable care and for complying with legal obligations that apply directly to Amtec’s own conduct. Where Amtec operates campaign infrastructure on the Client’s instructions, the parties must reasonably cooperate in implementing required unsubscribe, suppression, identification and complaint-handling controls.

Unless the SOW states otherwise, the Client is responsible for maintaining the authoritative suppression and unsubscribe records for its campaigns and for providing accurate sender and contact details.

Where branded SMS sender identities are used, the Client is responsible for obtaining and maintaining any registration, authorisation or entitlement required for the sender identity unless the SOW expressly states that Amtec will manage that process.

Amtec does not provide legal advice on marketing compliance and does not guarantee deliverability, inbox placement, domain reputation, responses, sales or platform availability.

Amtec may refuse, pause or suspend work that it reasonably believes may be unlawful, deceptive, unsafe or contrary to third-party rules. This right does not make Amtec responsible for auditing or guaranteeing the Client’s compliance.

17. Confidentiality

Each party must keep the other party’s confidential information secure, use it only for the engagement and disclose it only to personnel, contractors, Subprocessors, insurers and professional advisers who need it and are subject to confidentiality obligations.

Confidential information includes business plans, pricing, data, customer and prospect information, code, architecture, credentials, methodologies, technical documentation, security information and information that would reasonably be understood to be confidential.

Once these terms are accepted for an engagement, this clause also applies to Confidential Information disclosed in contemplation of or during discovery for the same engagement before acceptance, except to the extent a separate NDA or confidentiality agreement governs that information.

Confidentiality obligations do not apply to information that the receiving party can demonstrate was lawfully known without restriction, independently developed, lawfully received from another source without restriction or becomes public other than through breach.

A party may disclose information where required by law, giving notice where legally permitted. On request or termination, a party must return or securely delete confidential information reasonably within its control, subject to legal retention, backups, insurance requirements and security records.

These obligations continue for 5 years after the relevant SOW ends. Obligations relating to trade secrets, source code, credentials and information that remains inherently confidential continue for so long as the information remains confidential.

18. No guarantee of commercial outcomes

Unless expressly stated as a contractual performance commitment in the SOW, Amtec does not guarantee revenue, profit, sales, leads, conversion rates, search rankings, deliverability, customer adoption, funding, cost savings, regulatory approval, uninterrupted operation or any other commercial outcome.

Forecasts, estimates, demonstrations, prototypes and examples are indicative only and are not warranties.

19. Australian Consumer Law and non-excludable rights

Nothing in these terms excludes, restricts or modifies any consumer guarantee, statutory right, remedy or liability that cannot lawfully be excluded, restricted or modified.

Only to the extent permitted by section 64A of the Australian Consumer Law, for Services not ordinarily acquired for personal, domestic or household use or consumption, Amtec’s liability for failure to comply with a consumer guarantee may be limited, at Amtec’s option, to supplying the Services again or paying the reasonable cost of having them supplied again. This limitation does not apply where it is not fair or reasonable to rely on it, or where applicable law otherwise prohibits it. It does not restrict consumer guarantees for goods or other rights that cannot lawfully be limited. Clauses 12, 20 and 21 operate subject to this clause.

20. Liability

20.1 Excluded loss

To the maximum extent permitted by law, neither party is liable to the other for indirect, consequential, special or punitive loss, or for loss of profit, revenue, opportunity, goodwill, reputation or anticipated savings.

This exclusion does not exclude an amount forming part of a third-party claim that is recoverable under clause 21, an amount that cannot lawfully be excluded, or an express payment obligation under the SOW.

20.2 General liability cap

Subject to clauses 20.3 and 20.5, to the maximum extent permitted by law, Amtec’s total aggregate liability arising from or in connection with a SOW, whether in contract, tort, statute or otherwise, is limited to the greater of:

• the Fees paid or payable to Amtec under that SOW during the 12 months preceding the event giving rise to the claim; and
• $50,000.

Unless the applicable SOW expressly states otherwise, this cap applies to all claims arising from or in connection with the SOW, including claims relating to privacy, security, confidentiality, intellectual property and indemnities under clause 21.

20.3 Project-specific enhanced liability limits

The parties may agree in the applicable SOW that a higher or different liability limit applies to a specified category of claim or risk.

Any project-specific liability limit must be expressly stated in the SOW and applies only to the category of claim or risk identified there. A project-specific limit does not increase Amtec’s liability for any other claim.

20.4 Insurance

Amtec will maintain insurance that is reasonably appropriate to the nature and scale of its business and the Services it provides.

Where reasonably requested in connection with an engagement, Amtec may provide evidence of relevant insurance, subject to confidentiality and insurer requirements.

Any requirement that Amtec maintain a particular type or amount of insurance for a specific engagement must be expressly stated in the applicable SOW.

The existence, amount or availability of insurance does not increase, replace or determine Amtec’s contractual liability under this clause, and a policy limit is not a representation that any particular claim is insured or recoverable.

20.5 Liability that is not limited by these terms

The exclusion of loss in clause 20.1 does not apply to a party’s fraud or wilful misconduct, or to liability or remedies that cannot lawfully be excluded. The monetary limit in clause 20.2 and any project-specific limit under clause 20.3 do not apply to Amtec’s fraud or wilful misconduct, or to liability that cannot lawfully be limited, including death or personal injury caused by negligence to that extent. The Client-indemnity limit is separately stated in clause 21.1 and has the exceptions stated there.

Neither the exclusion of loss nor a monetary limit under this clause reduces the Client’s obligation to pay Fees properly due. Each party must take reasonable steps to mitigate loss, and no party may recover more than once for the same loss.

21. Indemnities

21.1 Client indemnity

To the maximum extent permitted by law, the Client indemnifies Amtec and its personnel against third-party claims, regulatory complaints, lawfully indemnifiable penalties and reasonable external costs to the extent caused by:

• Client Data, Client Materials, content or instructions that infringe rights, are unlawful or were supplied without required authority;
• the Client’s marketing campaigns, recipient selection, lack of consent or other lawful basis, failure to honour opt-outs, or breach of privacy, spam or platform requirements for which the Client is responsible under clause 16;
• the Client’s use of Deliverables outside the agreed purpose, without required human oversight or contrary to Amtec’s written instructions;
• modification of Deliverables by the Client or a third party; or
• the Client’s material breach of these terms or the SOW.

The indemnity is reduced to the extent the claim was caused or contributed to by Amtec’s breach, negligence, fraud or wilful misconduct.

Unless the SOW expressly agrees a different limit for this indemnity, the Client’s total aggregate liability under clause 21.1 for a SOW is limited to the greater of the Fees paid or payable to Amtec under that SOW during the 12 months preceding the event giving rise to the claim and $50,000. This limit does not apply to the Client’s own fraud or wilful misconduct or liability that cannot lawfully be limited. It does not reduce Fees properly due. Clause 20.1 applies subject to its exceptions and clause 20.5. This paragraph limits the Client indemnity only; it does not create a general cap on all Client obligations. Amtec’s liability remains governed by clause 20.

21.2 Amtec indemnity

To the maximum extent permitted by law, Amtec indemnifies the Client against third-party claims and reasonable external costs to the extent caused by:

• a claim that a Deliverable or Amtec Background IP, used in accordance with these terms and the SOW, infringes a third party’s intellectual-property rights; or
• Amtec’s breach of clause 17.

Amtec’s intellectual-property indemnity does not apply to the extent a claim results from Client Materials, a component or design specifically required by the Client, a modification not made by Amtec, a combination with products or systems not supplied or approved by Amtec, use outside the agreed purpose or documentation, or continued use after Amtec has provided or offered a materially equivalent non-infringing replacement or workaround.

This indemnity is reduced to the extent the claim was caused or contributed to by the Client’s breach, negligence, fraud or wilful misconduct, by Client Data or Client instructions, or by modification of a Deliverable by the Client or a third party.

21.3 Claims procedure

A party seeking indemnity must give the indemnifying party reasonable notice of the claim and reasonable cooperation.

Where the indemnifying party bears the material financial responsibility for a third-party claim, it may control the defence and settlement using reasonably competent advisers, provided it must not settle a claim in a way that admits liability for, imposes non-monetary obligations on or materially prejudices the indemnified party without that party’s consent, not to be unreasonably withheld.

If a Deliverable is or is likely to become the subject of an infringement claim, Amtec may at its option and expense procure the right for the Client to continue using the Deliverable, modify or replace it so that it is non-infringing while remaining materially equivalent in function, or, if neither is reasonably achievable, terminate the affected part of the SOW and refund the Fees paid for that Deliverable.

22. Suspension

Amtec may suspend affected Services, deployment, access, delivery or Additional Work where an undisputed invoice or undisputed portion of an invoice is overdue, required Client access, approval, information or decisions have not been provided, Client inactivity materially prevents progress, the Client has materially breached the Agreement, continued work creates a material legal, regulatory, security or third-party platform risk, the Client has not resolved materially conflicting instructions, a disputed Change Request requires resolution before the affected work can reasonably proceed, or the Client repeatedly requires work outside the Requirements Baseline without agreeing the applicable Change Request after Amtec has explained the position.

Except where immediate suspension is reasonably necessary because of serious legal, security or other risk, Amtec will give reasonable written notice of the reason for suspension and an opportunity to resolve the issue.

A genuine invoice dispute must identify the disputed amount and reasons under clause 4.1. It does not excuse payment of other amounts properly due or prevent suspension on an independent permitted ground. Amtec will not suspend solely for non-payment of an amount while it is genuinely disputed in accordance with clause 4.1, and will limit suspension to the affected Services so far as reasonably practicable.

Suspension caused by a Client dependency or breach does not extend payment dates for Services already properly supplied. Amtec will resume affected Services within a reasonable time after the ground for suspension is resolved, subject to the agreed dependencies and reasonable remobilisation arrangements.

Project timelines and resource availability may be reasonably adjusted as a result of the suspension.

23. Termination

23.1 Termination for material breach

Either party may terminate a SOW if the other party commits a material breach and does not remedy that breach within 10 Business Days after receiving written notice specifying the breach and requiring it to be remedied.

A party may terminate immediately where a material breach is incapable of remedy.

23.2 Examples of Client material breach

Depending on its seriousness, duration and effect on the engagement, a Client material breach may include persistent non-payment, prolonged failure to provide required access, approvals, information or decisions, repeated refusal to comply with the agreed Change Request process where that refusal materially prevents performance, Client-caused inactivity that materially prevents performance, unlawful instructions, material misuse of a Deliverable, serious or repeated abusive, threatening or harassing conduct towards Amtec personnel, material breach of confidentiality, intellectual-property or commercial non-circumvention obligations, or other conduct materially preventing Amtec from reasonably performing the agreed Services.

Except for circumstances justifying immediate termination under clause 23.3, Amtec must follow the notice and remedy procedure in clause 23.1.

23.3 Immediate suspension or termination

Amtec may suspend immediately, and where reasonably necessary terminate immediately, where continued performance would expose Amtec or its personnel to unlawful conduct, a serious security risk, fraud, serious abusive or threatening conduct, serious misuse of Amtec systems or intellectual property, or another material risk that cannot reasonably be addressed through continued performance.

23.4 Ongoing services without a minimum term

Unless the SOW expressly states otherwise, either party may terminate an ongoing retainer, support, maintenance, hosting or managed-service arrangement that has no fixed minimum term on 30 days’ written notice. Fees remain payable for Services properly supplied during the notice period and approved non-cancellable commitments, subject to clause 5. Termination of an ongoing service alone does not terminate a separate build SOW or a paid-for perpetual licence.

23.5 Fixed minimum-term ongoing services

If the Client terminates an ongoing retainer, support, maintenance, hosting or managed-service arrangement during a minimum term expressly agreed in the SOW, other than because of Amtec’s material breach, the Client must pay the Fees that would otherwise become payable for the remaining minimum term, reduced by costs Amtec saves as a result of the termination and amounts Amtec earns, or by taking reasonable steps could reasonably be expected to earn, by reallocating the capacity reserved for the Client.

Amtec must take reasonable steps to mitigate its loss and provide the Client with a written calculation.

23.6 Fixed projects – Client convenience termination

The Client may terminate a fixed project for convenience on 14 days’ written notice.

The Client must pay for Services properly performed, approved work in progress, non-cancellable third-party commitments, reasonable transition work requested by the Client and reserved capacity calculated in accordance with clause 5.

Any excess prepaid amount must be reconciled and refunded in accordance with clause 5.

23.7 Fixed projects – Amtec convenience termination

Amtec may terminate a fixed project for convenience on 14 days’ written notice.

Where Amtec does so other than because of Client breach, the Client is liable only for Services properly performed up to termination and non-cancellable third-party costs reasonably incurred for the Client before notice of termination.

Amtec must provide paid-for completed Deliverables reasonably capable of handover, reasonably cooperate with transition, not charge for unperformed professional Services and provide the reconciliation and refund any excess prepaid amount within 20 Business Days after the SOW ends, consistently with clause 5.

23.8 Effect of termination

On termination, accrued payment obligations remain payable and each party must return the other’s property and Confidential Information as reasonably practicable, subject to permitted retention under clauses 14 and 17. Rights in Deliverables follow the payment and licence provisions in clauses 5 and 13; a perpetual licence already granted for a paid-for Deliverable is not revoked merely because maintenance or another separate service ends. Amtec is not required to perform unapproved Change Requests.

Amtec will provide the handover expressly included in the SOW and reasonably cooperate in transferring Client-controlled accounts, the delivered configuration and available Client Data exports within its control. Handover does not require disclosure of shared infrastructure credentials, another client’s information or source code not included in the SOW. Material migration, redevelopment or additional training outside the agreed handover is Additional Work requiring approval under clause 6. Where transition work is required to remedy Amtec’s own breach, it is not chargeable merely because the SOW has ended.

Termination does not affect accrued rights, outstanding correction obligations, licences already granted or any non-excludable legal right or remedy. Clause 27.4 applies to surviving obligations.

24. Force majeure

A party is not liable for delay or failure caused by events beyond its reasonable control, including outages, cyber incidents not caused by its failure to take reasonable care, natural disasters, war, civil disturbance, government action, industrial disputes and failures of utilities or third-party platforms.

The affected party must notify the other and take reasonable steps to minimise the impact. Payment obligations for Services already supplied are not excused.

25. Disputes

25.1 Notice and senior discussion

Before commencing court proceedings, a party must give written notice identifying the dispute with reasonable detail.

Senior representatives of each party must then attempt in good faith to resolve the dispute.

25.2 Scope and Change Request disputes

If the parties disagree about whether requested work forms part of the Requirements Baseline, constitutes a Defect or constitutes a Change Request, either party may provide its written position.

Unless necessary to prevent damage, security risk or material operational interruption, Amtec may pause the disputed work while the issue is being resolved.

Amtec must continue any other undisputed Services that can reasonably proceed, subject to payment and Client dependencies.

The Client must continue paying undisputed amounts.

25.3 Mediation

If a dispute is not resolved within 10 Business Days after notice, either party may propose mediation in Melbourne, Victoria through a mutually agreed mediator.

Each party bears its own costs and the mediator’s fees are shared equally unless otherwise agreed.

25.4 Urgent proceedings

Nothing in this clause prevents urgent interlocutory or injunctive relief, action reasonably required to protect confidential information, intellectual property, system security or rights under clause 10.1, or proceedings to recover an undisputed debt.

26. Notices

Legal notices to Amtec must be sent to admin@amtecadvisory.com and may also be delivered to 74 Kooyong Road, Caulfield North VIC 3161, Australia. Notices to the Client may be sent to the contact details in the SOW.

An email notice is taken to be received on the next business day after sending unless the sender receives a delivery failure message.

27. General

The agreement is governed by the laws of Victoria, Australia. The courts of Victoria and courts entitled to hear appeals from them have non-exclusive jurisdiction.

Neither party may assign the agreement without the other party’s prior written consent, not to be unreasonably withheld, except to a related body corporate or as part of a genuine sale of substantially all of the relevant business, provided the assignee assumes the obligations.

A failure or delay to exercise a right is not a waiver. If a provision is invalid or unenforceable, it is severed or read down to the minimum extent necessary without affecting the remainder.

The agreement records the entire agreement about its subject matter and replaces prior discussions, subject to fraud and rights that cannot be excluded.

Unless the SOW states otherwise, the Client may permit an Affiliate to use a Deliverable for the same purpose permitted under clause 13.2, provided the Client remains responsible for that Affiliate’s compliance with the applicable restrictions.

Permission for an Affiliate, employee, customer, adviser, contractor, replacement supplier or other end user to use a Deliverable does not, by itself, make that person a party to the SOW or give that person a right to enforce the Agreement. This does not exclude any independent statutory or other right that cannot lawfully be excluded.

27.1 Goodwill work does not amend Scope

If Amtec elects on a particular occasion to investigate an issue without charge, perform work outside Scope without charge, correct an issue that is not a Defect, provide additional assistance as a courtesy, extend a deadline or refrain from exercising a contractual right, that action does not amend the SOW, change the Requirements Baseline, constitute an admission that the work was previously required, create an ongoing obligation to provide equivalent work in the future or waive any right in relation to a later occurrence, unless Amtec expressly agrees otherwise in writing.

27.2 Variations

A variation to Scope, Fees, Acceptance Criteria, Deliverables or other material commercial terms must be expressly identified in writing as a Change Request, SOW variation or other contractual amendment and approved by authorised representatives of both parties.

Routine operational instructions do not vary the Agreement merely because they are provided by email or message.

27.3 Contract version

The version of these Client Services Terms identified in or incorporated into the applicable SOW governs that SOW unless the parties subsequently agree in writing to adopt another version.

Publication or editing of terms on Amtec’s website does not, by itself, retrospectively amend an existing SOW, even if the displayed effective date is unchanged. The text actually supplied to or made available to the Client and incorporated when the SOW was accepted remains applicable unless the parties expressly agree an amendment. Amtec will retain a copy or identifiable revision record of the terms supplied with each accepted SOW and make the applicable text reasonably available on request.

27.4 Survival

Clauses concerning accrued payment obligations, intellectual property, confidentiality, data return and permitted retention, liability, indemnities, commercial non-circumvention, dispute resolution, perpetual licences and any provision that by its terms is expressed to continue after completion or termination survive completion or termination of the relevant SOW.

Electronic signatures, counterparts, email acceptance and online acceptance are permitted.

28. Contact details

AMTEC ADVISORY PTY LTD
ABN 92 697 826 627 | ACN 697 826 627
74 Kooyong Road, Caulfield North VIC 3161, Australia
Primary and legal contact: Benji Saddik
Email: admin@amtecadvisory.com

Previous versions

Each Scope of Work identifies the version of these terms that governs it. Superseded versions stay published here so they remain readable for the engagements that incorporate them.

• Effective 5 October 2026, superseded 7 October 2026: https://www.amtecai.com/client-services-terms-5-october-2026
• Effective 3 September 2026, superseded 5 October 2026: https://www.amtecai.com/client-services-terms-3-september-2026
• Effective 27 July 2026, superseded 3 September 2026: https://www.amtecai.com/client-services-terms-27-july-2026