0. Definitions

1. Scope & Structure

1.1 Purpose

This Agreement governs access to and use of the Service and related support.

1.2 Documents

This Agreement includes: (a) this Agreement; (b) Service Terms; (c) SLA Schedule; (d) DPA; (e) AUP; and (f) any Order Form.

Order of precedence: Order Form → Service Terms → SLA → DPA → AUP → this Agreement. Non-excludable law prevails in case of inconsistency.

2. Sharktech Responsibilities

2.1 Provision

Sharktech will provide the Service per this Agreement and the SLA.

2.2 Security

Sharktech applies industry-standard security practices (including encryption, secure access controls, and system monitoring) designed to maintain confidentiality, integrity, and availability consistent with generally accepted Australian cybersecurity practices.

2.3 Privacy & Data Location

Sharktech complies with the Privacy Act 1988 (Cth) and Australian Privacy Principles (APPs) and acknowledges OAIC oversight. Customer Data will be hosted and processed primarily in Australia. For any overseas disclosure, Sharktech will take reasonable steps to ensure recipients handle personal information in a manner consistent with the APPs; Sharktech is not responsible for acts or omissions of independent third-party cloud providers beyond its contractual control.

2.4 Change Management

Sharktech may change or discontinue features with at least 30 days' prior notice where material functionality is removed, unless change is required for security, legal, IP, or operational reasons.

2.5 Third-Party & Overseas Delivery

Customer consents to Sharktech's use of reputable Sub-processors (which may be offshore). Sharktech remains responsible for contractual compliance by Sub-processors but not for events beyond its reasonable control.

3. Customer Responsibilities

3.1 Account & Use

Maintain accurate account details, comply with the AUP, and accept responsibility for all activity under Customer accounts.

3.2 Customer Data

Customer is responsible for the legality, accuracy, and required consents for Customer Data.

3.3 Configuration & Backup

Customer manages configuration and maintains backups/exports suitable for its needs.

3.4 Access Control

Credentials and API keys are for internal use by authorised personnel/service providers under Customer's control.

4. Fees, Invoicing & Taxes

4.1 Fees

As set out in the Order Form or price schedule; payable in full without set-off or withholding except as required by law.

4.2 Non-Payment

Sharktech may suspend the Service if undisputed invoices remain unpaid for more than 14 days.

5. Suspension

Sharktech may suspend all or part of the Service (with prompt notice where practicable) if: (a) use poses a material security, legal, or Service risk; (b) Customer breaches law or the AUP; (c) undisputed invoices are overdue; (d) fraud or material harm is suspected; or (e) required by law or competent authority. Suspension will be proportionate. Fees continue to accrue unless suspension is caused by Sharktech's fault.

6. Term & Termination

6.1 Term

Commences on the Effective Date; auto-renews for 12-month periods unless either party gives 30 days' written notice before renewal.

6.2 Convenience

Either party may terminate at the end of a term under 6.1.

6.3 Cause

30 days to cure a material breach; immediate termination for repeated or non-curable AUP, privacy, or security violations.

6.4 Data Exit & Deletion

Within 30 days post-termination (subject to all fees being paid), Sharktech will enable export of Customer Data in standard formats (e.g., CSV/JSON). Data will be deleted 30 days thereafter unless retention is required by law. Written deletion confirmation is available on request.

7. Intellectual Property

7.1 Ownership

Sharktech (and its licensors) retain all rights in the Service. Customer retains rights in Customer Data.

7.2 Licence

Non-exclusive, non-transferable licence for Customer's internal business use during the Term.

7.3 Feedback

Sharktech may use feedback without restriction; to the extent permitted by law, no moral rights are asserted.

8. Confidentiality

8.1 Obligations

Each party must use reasonable care and use confidential information only to perform under this Agreement; disclosure to professional advisers, insurers, or prospective investors is permitted under confidentiality obligations.

8.2 Exclusions

Information that is public, already known not through breach, independently developed, or lawfully received.

8.3 Compelled Disclosure

Prompt notice (where lawful) and reasonable cooperation if disclosure is required by law.

9. Data Protection & Security Incidents

9.1 DPA

The Data Processing Addendum (DPA) forms part of this Agreement and addresses roles, security, sub-processors, transfers, and incident response.

9.2 Security Breach Notice

Sharktech will notify Customer within 24 hours of confirming a Security Incident affecting Customer Data, provide updates every 48 hours until containment, and issue a post-incident report within 10 business days. Notifications will comply with the Notifiable Data Breaches scheme.

9.3 Scope of Responsibility

Sharktech is not responsible for third-party or Customer systems, configurations, or integrations.

10. Warranties & Disclaimers

10.1 Authority

Each party warrants it has authority to enter into this Agreement.

10.2 Service Warranty

Sharktech will provide the Service using reasonable commercial efforts consistent with industry practice.

10.3 Australian Consumer Law

Nothing in this Agreement excludes or restricts any non-excludable rights under the Competition and Consumer Act 2010 (Cth) or other applicable law.

10.4 Disclaimer

Subject to 10.3, the Service is provided "as is". Beta features and Third-Party Services are provided as-is and are excluded from credits and warranties.

11. Indemnities

11.1 Sharktech IP Indemnity

Sharktech will defend and indemnify Customer only for direct third-party claims alleging that Sharktech-authored software, as supplied by Sharktech and used in accordance with documentation, infringes IP rights.

11.2 Customer Indemnity

Customer indemnifies Sharktech for losses arising from Customer Data, misuse of the Service, or breach of law or the AUP by Customer.

11.3 Limitations

Sharktech's indemnity excludes claims arising from third-party components, Customer configurations, combinations not supplied by Sharktech, or Customer-provided materials.

12. Limitations of Liability

12.1 Exclusions

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or exemplary losses, including loss of profits, revenue, goodwill, or data.

12.2 Cap

Aggregate liability in any 12-month period is limited to the greater of: (a) amounts paid for the Service during that period; or (b) AUD 10,000.

12.3 Sole Remedy for Downtime

Service credits under Schedule A are goodwill adjustments and the Customer's sole and exclusive remedy for failure to meet the Availability target.

12.4 ACL Remedies

To the extent the ACL applies and the Service is not ordinarily for personal, domestic, or household use, liability for failure to comply with a consumer guarantee is limited (at Sharktech's option) to resupply of the Service or payment of the cost of having the Service resupplied.

13. Modifications

Sharktech may update this Agreement or supporting Documents. Material adverse changes to the SLA or Service Terms for active features will be notified at least 30 days in advance, except for urgent security or legal reasons. Continued use after the effective date constitutes acceptance.

14. Insurance

15. Publicity

Sharktech may reference the Customer's name and logo for factual marketing unless Customer opts out in writing.

16. Governing Law & Dispute Resolution

16.1 Law

New South Wales, Australia.

16.2 Mediation

Any dispute will first be referred to mediation under the Resolution Institute rules in Sydney. If unresolved within 30 days of a mediator's appointment, either party may commence proceedings.

16.3 Jurisdiction

The parties submit exclusively to the courts of New South Wales and the Federal Court of Australia sitting in NSW.

17. General

17.1 Assignment

Customer may not assign without Sharktech's prior written consent (not to be unreasonably withheld). Sharktech may assign to an affiliate or in connection with a merger or reorganisation upon notice to Customer.

17.2 Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control (including third-party service provider outages), other than payment obligations.

17.3 Notices

Written notices may be provided by email to the addresses in the Order Form and via the customer portal.

17.4 Severability & Waiver

Invalid terms are severed; waiver is ineffective unless in writing.

17.5 Entire Agreement

This Agreement and incorporated schedules constitute the entire agreement.

17.6 Survival

Provisions relating to unpaid fees, data deletion, IP, confidentiality, indemnities, liability, governing law, and disputes survive termination.