1. TERM

1.1 This Agreement commences on the Commencement Date and continues until the Expiry Date unless terminated earlier in accordance with clause 8.

2. ENGAGEMENT

2.1 The Enterprise engages Movement Care, and Movement Care accepts the engagement, to provide the Enterprise Services to the Enterprise subject to, and on, the terms and conditions of this Agreement.

3. MOVEMENT CARE’S OBLIGATIONS

3.1 Movement Care will, for the Term:

• (a) provide the Enterprise Services to the Enterprise;

• (b) use its best endeavours to perform the Enterprise Services in a proper, skilful, and efficient manner;

• (c) endeavour to comply with any timeframes reasonably agreed by the parties from time to time;

• (d) act in good faith at all times;

• (e) only use information, Personal Information, and Raw Content provided to Movement Care pursuant to clause 4.1(b) to provide the Enterprise Services in accordance with this Agreement; and

• (f) comply with the Special Conditions.

3.2 Movement Care will obtain the Enterprise’s approval as to the form and content of the Works provided as part of the Enterprise Services. A Work (including but not limited to a Customisation and Custom Content) is deemed to be approved where an Authorised Person provides written approval on the Enterprise’s letterhead or from that Authorised Person’s personal email address, or upon the Enterprise commencing to use the Work, or upon uploading the Work to the Movement Care Platform, or upon the Work (being a Customisation) going “live” on the Platform.

3.3 Movement Care will respond within a reasonable time to any reasonable requests by the Authorised Person for information and explanations which the Enterprise requires in relation to Movement Care’s provision of the Enterprise Services, but only to the extent that the provision of such information does not cause Movement Care to be in breach of any privacy, confidentiality, or intellectual property laws or third-party obligations.

4. ENTERPRISE’S OBLIGATIONS

4.1 The Enterprise will, for the Term:

• (a) provide in a timely and efficient manner all information, Personal Information, documentation, Raw Content, and approvals reasonably requested by Movement Care to enable Movement Care to provide the Enterprise Services in accordance with the Enterprise’s instructions, relevant timeframes, and this Agreement;

• (b) provide all information, Personal Information, and Raw Content as and when reasonably requested by Movement Care to enable Movement Care to provide the Enterprise Services in accordance with this Agreement;

• (c) notify Movement Care as soon as possible of any changes to the Enterprise’s brief or other matters which may affect the Enterprise Services;

• (d) ensure that all information, Personal Information, and Raw Content provided to Movement Care (whether by the Enterprise or by a third party on the Enterprise’s behalf) is accurate, complete, and up to date, and is not in any way false, incorrect, indecent, defamatory, or misleading or deceptive, and complies with all applicable laws, regulations, and codes;

• (e) comply with Movement Care’s policies relating to the provision of the Enterprise Services and use and access of the Movement Care System and Movement Care Platform, in place from time to time, as they apply to the Enterprise;

• (f) act in good faith at all times; and

• (g) comply with the Special Conditions.

5. AMENDMENTS & CANCELLATIONS

5.1 The Enterprise may request changes to, or reject any of the Works or work in progress by notifying Movement Care in writing. In the event that the Enterprise requests changes to, or rejects, the Works or work in progress, Movement Care may agree to make such changes or provide new Works, as the case may be, at the Enterprise’s expense, such costs to be reasonably agreed by the parties in writing.

6. FEES & EXPENSES

6.1 In consideration for Movement Care’s provision of the Enterprise Services, the Enterprise must pay Movement Care the Fees in accordance with this clause 6 and the payment terms specified in the Schedule.

6.2 The Enterprise must reimburse Movement Care for all reasonable Expenses incurred by Movement Care, or for which Movement Care is liable, in relation to the provision of the Enterprise Services. If requested by Movement Care, the Enterprise must pay such Expenses or part of the Expenses directly to the relevant third party.

6.3 The Enterprise acknowledges and agrees that the Fees and Expenses may change, as reasonably agreed by the parties in writing:

• (a) if the Enterprise’s brief changes;

• (b) if Movement Care provides services which are outside the initial scope of the Enterprise Services;

• (c) if the Enterprise Services are rescheduled;

• (d) pursuant to clause 5; or

• (e) if the parties agree in writing for any other reason.

6.4 The Enterprise must reimburse Movement Care for all expenses and costs (including but not limited to legal costs and debt recovery costs) incurred by Movement Care, or for which Movement Care is liable, in recovering any and all overdue amounts payable pursuant to this Agreement.

6.5 Payments of all amounts payable to Movement Care pursuant to this Agreement will only be deemed received upon receipt of cleared funds. Payments must be made in full without any abatement, set-off, or deduction.

6.6 The Enterprise is deemed to accept and agree to the amount invoiced unless the Enterprise notifies Movement Care in writing within 7 days of the date of invoice.

6.7 Notwithstanding any other provision of this Agreement, upon providing 5 Business Days written notice to the Enterprise, Movement Care may suspend access and use of any part or all of the Movement Care System and/or the provision of Enterprise Services if:

• (a) any amounts payable by the Enterprise pursuant to this Agreement or a Related Agreement are overdue and fail to be paid within 5 Business Days after Movement Care has requested payment of such overdue amount; or

• (b) the Enterprise is in material breach of this Agreement or a Related Agreement with Movement Care or any of its Related Entities and fails to rectify such breach within 5 Business Days after Movement Care has requested rectification of such breach,

without any liability whatsoever for any loss or damage suffered by the Enterprise or any third party.

7. GST

7.1 GST, GST law, and other terms used in clause 7 (except Recipient) have the meanings ascribed to those terms by the A New Tax System (Goods and Services Tax) Act 1999 (as amended from time to time) or any replacement or other relevant legislation and regulations, except that GST law also includes any applicable rulings.

7.2 If any GST becomes payable by a party to this Agreement (Supplier) in relation to any supply that it makes pursuant to or in connection with this Agreement:

• (a) unless otherwise stated in this Agreement, any consideration provided for that supply pursuant to this Agreement is exclusive of GST;

• (b) an additional amount will be payable by the party providing consideration for that supply (Recipient) equal to the amount of GST payable by the Supplier in relation to that supply; and

• (c) the Supplier will provide a tax invoice to the Recipient in respect of that supply.

8. EXPIRY AND TERMINATION

8.1 This Agreement will expire on the Expiry Date.

8.2 A party may terminate this Agreement immediately with written notice if:

• (a) the other party is in material breach of any of its obligations or warranties pursuant to this Agreement and has failed to rectify that breach within 30 days (or where the breach is non-payment of money, 14 days) of written notice requiring remedy of the breach. A written notice must state the nature, grounds, and details of such breach; or

• (b) the other party has a receiver, receiver and manager, administrator, liquidator, or controller appointed, is unable to pay its debts, or ceases to carry on its business.

8.3 This Agreement may be terminated automatically pursuant to a Related Agreement (unless otherwise specified in this Agreement or the Related Agreement).

8.4 If this Agreement is entered into together with an Enterprise Licence Agreement (as specified in the Schedule):

• (a) if that Enterprise Licence Agreement is terminated, this Agreement will terminate (unless the parties otherwise agree in writing); or

• (b) if this Agreement expires or is terminated, the Enterprise Licence Agreement may continue.

8.5 Upon the expiry or earlier termination of this Agreement:

• (a) the Enterprise must immediately pay all unpaid Fees and Expenses payable to, and/or incurred by, Movement Care up to and including the date of expiry or termination, in respect of such Enterprise Services; and

• (b) the Enterprise must reimburse Movement Care for all costs and liabilities incurred by Movement Care up to and including the date of expiry or termination, in respect of such Enterprise Services where such costs and liabilities relate to non-cancellable or unfulfilled agreements entered into in the performance of the Enterprise Services.

8.6 Except as otherwise required by law, any amounts paid to Movement Care are not refundable.

8.7 Notwithstanding any other provision of this Agreement, if this Agreement is terminated, the Enterprise must immediately cease using all Works including Customisations except for any Custom Content that has already been licensed pursuant to clause 12.3.

8.8 For the avoidance of any doubt, if this Agreement expires, the Enterprise may continue to use:

• (a) the Customisations and Custom Content as contemplated by this Agreement, subject to and in accordance with, the licences in clause 12.2 and 12.3, and

• (b) other Works as contemplated by this Agreement.

9. DISPUTES

9.1 The parties will use their best endeavours to co-operatively resolve any dispute arising from or in relation to this Agreement.

10. LIABILITY

10.1 Each party indemnifies and will keep indemnified the other party from all claims, actions, demands, proceedings, losses, costs (including but not limited to legal costs), and expenses incurred, suffered, or brought against that other party arising from that first party’s material breach of this Agreement.

10.2 The Enterprise indemnifies and will keep indemnified Movement Care from all claims (including but not limited to third-party claims), actions, demands, proceedings, losses, costs (including but not limited to legal costs), expenses, penalties, and liabilities incurred, suffered, or brought against Movement Care arising from:

• (a) the Enterprise’s breach of this Agreement;

• (b) any claim that the Raw Content or any other materials provided by the Enterprise infringe the intellectual property rights of any third party;

• (c) any use of the Enterprise Services by the Enterprise in a manner not contemplated