1. Purpose and Structure

1.1 This Agreement sets out the general terms and conditions under which SlashTech provides professional services to the Client.

1.2 Specific services will be provided under one or more Statements of Work ("SOWs") agreed in writing by the Parties.

1.3 Each SOW forms part of this Agreement. If there is any inconsistency, this Agreement prevails unless the SOW expressly states otherwise.

2. Services

2.1 SlashTech will provide the services described in each SOW with due care and skill and in accordance with industry standards.

3. Client Responsibilities

The Client must:

• Provide timely access to information, systems, facilities, and personnel reasonably required
• Nominate a primary contact authorised to provide instructions and approvals
• Ensure information provided is accurate and complete
• Review deliverables and provide feedback within agreed timeframes

Delays caused by the Client may affect delivery timelines and fees.

3.2 Client Dependencies

The Client acknowledges that SlashTech's ability to deliver the services is dependent on the timely provision of information, access, feedback, decisions, and approvals by the Client ("Client Dependencies").

3A. Client Delays and Dependency Management

3A.1

If delivery of the services is delayed or impacted due to the Client's failure to meet Client Dependencies:

1. any agreed timelines will be adjusted accordingly;
2. SlashTech will not be responsible for delays caused by the Client;
3. SlashTech may pause or suspend services until the dependency is resolved; and
4. fees remain payable for work performed in accordance with the applicable Statement of Work.

3A.2

SlashTech will use reasonable efforts to notify the Client where a delay is caused by unmet Client Dependencies.

4. Fees and Payment

4.1 Fees, pricing models, invoicing schedules, and payment terms are defined in the applicable SOW.

4.2 All fees are exclusive of GST unless stated otherwise.

4.3 SlashTech may suspend services in accordance with Section 4A.

4A. Late Payment and Suspension

4A.1 Invoices must be paid in accordance with the payment terms set out in the relevant SOW.

4A.2 Any amount not paid by the due date will accrue interest from the due date until paid in full at a rate of 2% per month, calculated daily and compounded monthly, or such lower rate as permitted by law.

4A.3 The Client is responsible for reasonable costs incurred by SlashTech in recovering overdue amounts.

4A.4 SlashTech may suspend services for overdue invoices. Suspension does not waive the Client's obligation to pay outstanding amounts.

Nothing in this clause limits rights available under the Australian Consumer Law.

5. Intellectual Property

5.1 Background IP

Each Party retains ownership of all intellectual property existing prior to the commencement of services ("Background IP").

5.2 Foreground IP

Unless otherwise agreed in an SOW:

• SlashTech retains ownership of all methodologies, frameworks, templates, tools, architectural patterns, and reusable technical approaches.
• Upon full payment, the Client is granted a perpetual, non-exclusive, non-transferable, royalty-free licence to use deliverables solely for internal business purposes.

5.3 Restrictions

The Client must not sell, resell, sublicense, commercialise, or distribute deliverables without SlashTech's prior written consent.

6. Confidentiality

Each Party must keep confidential all non-public information disclosed in connection with this Agreement and must not disclose such information except as permitted by law or this Agreement. Confidentiality obligations survive termination.

7. Data Protection and Privacy

Each Party must comply with applicable Australian privacy laws. Where SlashTech processes personal information on behalf of the Client, SlashTech acts as a data processor only and will use the information solely to perform the services.

8. Warranties and Australian Consumer Law

8.1 SlashTech warrants that services will be provided with due care and skill.

8.2 Nothing in this Agreement excludes, restricts, or modifies any rights or remedies available under the Australian Consumer Law.

8.3 To the extent permitted by law, SlashTech's liability for breach of non-excludable consumer guarantees is limited (at SlashTech's option) to re-supply of the services or payment of the cost of re-supplying the services.

9. Limitation of Liability

9.1 To the maximum extent permitted by law, SlashTech's total liability arising out of or in connection with an SOW is limited to the fees paid under that SOW.

9.2 SlashTech is not liable for indirect, consequential, or economic loss, including loss of profit, revenue, data, or business opportunity. This clause does not limit liability that cannot be limited under Australian Consumer Law.

10. Indemnities

Each Party indemnifies the other against losses arising from:

• Breach of this Agreement
• Negligence or wilful misconduct
• Infringement of third-party intellectual property rights caused by its materials

11. Term and Termination

11.1 This Agreement commences on the Effective Date and continues until terminated.

11.2 Either Party may terminate an SOW:

• For convenience with 14 days' written notice, or
• Immediately for material breach not remedied within a reasonable period.

11.3 Fees for work performed up to termination remain payable.

11A. Cancellation and Suspension

11A.1 If the Client cancels an SOW with at least 14 days' notice, fees incurred and any non-refundable deposits remain payable.

11A.2 If the Client cancels with less than 14 days' notice, SlashTech may charge:

• Fees incurred to date, plus
• 20% of the remaining SOW value as a genuine pre-estimate of loss.

11A.3 SlashTech may suspend services for overdue invoices or material client delays.

11B. Extended Client Inactivity

If the Client fails to respond or provide required input, feedback, or approvals for a continuous period of fourteen (14) days, SlashTech may place the affected Statement of Work on hold.

Upon resumption:

1. delivery timelines may be revised;
2. resource availability may change; and
3. additional costs may apply, subject to agreement or change control.

12. Independent Contractor

SlashTech acts as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.

13. Insurance

SlashTech will maintain appropriate professional indemnity and public liability insurance during the term of this Agreement.

14. Force Majeure

Neither Party is liable for failure or delay caused by events beyond reasonable control, including natural disasters, government actions, power or telecommunications outages.

15. Subcontracting

SlashTech may subcontract portions of the services where appropriate and remains responsible for overall delivery.

16. Non-Solicitation

During the term of this Agreement and for 12 months after termination, the Client must not solicit or employ SlashTech personnel involved in the services without prior written consent.

17. Assignment

The Client may not assign or transfer this Agreement or any SOW without SlashTech's prior written consent, which will not be unreasonably withheld.

18. Dispute Resolution

The Parties will attempt to resolve disputes through good-faith negotiation before commencing legal proceedings.

19. Governing Law

This Agreement is governed by the laws of New South Wales, Australia, and the Parties submit to the exclusive jurisdiction of its courts.

20. Entire Agreement

This Agreement and all SOWs constitute the entire agreement between the Parties and may only be amended in writing signed by both Parties.