SERVICES AGREEMENT

between IPSI Entity ("IPSI") and Customer ("Customer") (for the purposes of this Agreement, individually, “Party”, together “Parties”), each as reflected in a Work Order Agreement (or other document specifically referencing these Services Agreement terms (“WOA”))

1. Definitions

Agreement means this Services Agreement.

Confidential Information means in relation to a party, any information in any form disclosed by or on behalf of one party to the other but does not include information that (a) is or subsequently becomes public knowledge (other than by breach of this Agreement); was known by the receiving party on a non-confidential basis prior to disclosure; (c) becomes available to the receiving party on a non-confidential basis from a person who is not bound by obligations of confidence; or (d) the Parties agree in writing is not confidential or may be disclosed.

Fees means the charges made by IPSI to the Customer for the Services as stated in a WOA.

Intellectual Property Rights means copyright, and all rights in relation to inventions, registered and unregistered trade marks (including service marks), registered and unregistered designs, circuit layouts, and any other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields.

Invoices means Tax Invoices raised by IPSI on the basis and frequency as disclosed in the WOA.

Laws means means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in Australia.

Payment Terms means the period in which correctly rendered invoices by IPSI must be paid by Customer for Customer to remain compliant with this Agreement, being 14 days from such invoices’ date of issuance.

Services means the services that IPSI undertakes to provide, and Customer wishes to acquire, pursuant to the terms of this Agreement and any WOA relating thereto.

Tax Invoice has the meaning given under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

WOA or Work Order Agreement means an agreement of that name, including any other agreement that specifically refers this Agreement between the Parties in respect of Services.

2. Formation

This Services Agreement prescibes the terms and conditions of IPSI's engagement with Customer. Additional details (if applicable) of such engagement are then specified in a Work Order Agreement, or other agreement with similar purpose and effect referencing specifically this Agreement in respect of the Services.

3. IPSI undertakings

IPSI undertakes to perform the Services:

with due care, competence and diligence and in accordance with industry best standards where applicable;
using resources at IPSI’s avail, including sub-contractors should IPSI reasonably decide to do so;
using where possible resources with continuity of experience with the Customer, and
having freedom to substitute resources assigned to each WOA and IPSI’s reasonable discretion.

4. Customer undertakings

To enable and facilitate IPSI’s effective and efficient execution of the Services, Customer undertakes to:

provide all reasonable assistance in a timely manner and with reasonable care;
disclose all information and provide access to all relevant resources reasonably requested by IPSI, and
ensure all such information provided is accurate, complete, authorised (where required) and not misleading.

5. Fees, Invoicing and Payment Terms

IPSI will raise a correctly rendered Tax Invoice to Customer in accordance with the WOA that then becomes payable by Customer to IPSI within the Payment Terms.
Where Customer disputes any element of such invoice (“Disputed Amount”), Customer must advise IPSI within five working days of the Disputed Amount including complete details of its nature, effect, rationale for the dispute and proposed remedy, and continue to pay all undisputed elements of such invoice with the Payment Terms.
Within five working days of receipt of such information re a Disputed Amount, IPSI will respond to Customer based on the details Customer has disclosed to IPSI for such dispute, and the Parties shall use their respective reasonable endeavours to settle such dispute.
IPSI shall, at its sole discretion, have the right to cease work and / or terminate the applicable WOA without penalty in respect of any element of the Disputed Amount that remains unpaid unless mutually agreed in writing otherwise.

6. Confidentiality & Privacy

Neither Party may use any Confidential Information of the other Party's for any purpose other than the provision of the Services, or disclose any Confidential Information, except to employees, agents, contractors, or advisers requiring the information for the purposes of this Agreement with the consent of the other party, if required to do so by law or as strictly required by the terms of this Agreement.
Each Party agrees, in respect of personal information held in connection with this Agreement, to comply with all laws relating to privacy in respect of that information, and to use that information only for the purposes of this Agreement.

7. Intellectual Property

Nothing in this Agreement alters the ownership of pre-existing Intellectual Property Rights. Intellectual Property Rights developed or coming into being as a result of this Agreement accrue to the benefit of IPSI until all Fees for Services are received by IPSI.

8. Warranty and Liability

To the maximum extent permitted by Law:

all terms, conditions, warranties, undertakings, inducements and representations, whether express or implied by legislation, common law, equity, trade, custom or usage or otherwise relating to the provision of the Services are expressly excluded, and
in no event will IPSI be liable or responsible to Customer for any type of incidental, punitive, indirect or consequential damages, including, but not limited to, lost revenue, lost profits, replacement goods, loss of technology, rights or services, loss of data, or interruption or loss of use of service or equipment, even if advised of the possibility of such damages, whether arising under theory of contract, tort, strict liability or otherwise.

The total aggregate liability of IPSI for all loss or damage in respect of all claims arising out of or in relation to this Agreement whether arising in tort (including negligence), contract, equity or otherwise shall be limited to the fees paid by Customer to IPSI in the twelve months immediately preceeding the date the event giving rise to the loss is first deemed to have occurred.

9. Term and Termination

This Agreement shall commence on the date shown as such in the WOA, and continue for the term of the WOA unless such WOA is terminated early in accordance with this Agreement.
Either party may terminate this Agreement and / or any WOA executed pursuant to it immediately on written notice to the other, while preserving to itself any rights which may have accrued to it, where the other party:

(a) commits a material breach of this Agreement which is not capable of being remedied;

(b) fails to remedy a breach capable of being remedied within a reasonable period stated in writing; or

(c) commits an act of insolvency, comes under any form of insolvency administration, or assigns or purports to novate its rights otherwise in accordance with this Agreement.

In the events of this sub-clause, Customer will be liable for full payment for Services provided, including IPSI’s reasonable and documented work in progress, up to the effective date of termination.

Customer may terminate this Agreement at any time by no less than ninety (90) days written notice to IPSI.

In the event of this sub-clause, Customer will be liable for full payment for Services provided, including IPSI’s reasonable and documented work in progress, up to the effective date of termination.

IPSI may terminate this Agreement immediately on written notice to the Customer, while preserving to itself any rights which may have accrued to it, where Customer:

(a) fails to pay money due under this Agreement when it falls due;

(b) fails to provide such materials or content required for the provision of the Services for a period longer than seven (7) days post when such was to be provided; or

10. Order of Precedence

The terms of this Agreement take precedence over any WOA unless the Parties agree my mutual consent that a term of the WOA shall add to or take precedence over a term of the Agreement.

11. Dispute resolution

If a dispute arises under this Agreement which is not resolved at an operational level, each party must cause a senior representative with authority to settle the dispute to be available and to meet with the other party's senior representative with a view to resolving the dispute prior to commencing any action in any court or any action in any other form of judicial of quasi-judicial forum. Where senior representatives fail to reach a solution within twenty (20) working days (or such other time frame agreed between the parties), the parties are released from these obligations.

12. General

Nothing in this Agreement constitutes either party as the agent, partner or joint venturer of the other.
Notices in connection with this Agreement must be in writing to each Party’s authorised representative by email, which in the case of IPSI shall be [email protected], and in the case of Customer, as Customer has disclosed within the WOA. Email is deemed received within 24 hours of sending provided no no-receipt advice has been received by the sender.
The terms of this Agreement may only be varied in writing by mutual consent and execution by both parties.
Neither party shall assign or novate the whole or part of this Agreement without the prior written consent of the other party which shall not be unreasonably withheld.
This Agreement constitutes the entire Agreement between the parties about its subject matter and supersedes all prior representations, Agreements, statements and understandings, whether verbal or in writing.
This Agreement is governed by laws of the state of New South Wales, Australia and the courts of New South Wales shall have exclusive jurisdiction in respect of it.

20251004

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