Master Services Agreement - Australia | Digital Signage Software | Workplace Management

Last Updated: July 1, 2025

IMPORTANT NOTICE: PLEASE READ THROUGH THESE TERMS CAREFULLY. This Master Services Agreement (this “Agreement”) describes the terms under which NFS Technology Group ANZ Pty Ltd (ABN 62 620 105 615) (“NFS”), with its registered office at 3 Woodford Place, Thornton NSW 2322, offers each individual or entity (hereinafter, “Customer”) access to its Services.

By placing an Order or accessing any Service, Customer agrees to comply with and to be bound by the terms of this Agreement, including the policies and guidelines linked to (by way of the provided URLs) this Agreement. If Customer does not understand or agree with the terms below, please do not use the Service.

This Agreement is incorporated by reference into each Order executed by Customer and any Customer Affiliate that is using a Service. NFS may amend this Agreement at any time in its sole discretion, effective upon posting the amended Agreement at the domain or subdomains of www.gokorbyt.com/legal, where the prior version of the Agreement was posted, or by communicating these changes through any written contact method NFS has established with Customer. An amended Agreement will not have retrospective application and only apply to Orders placed by Customer or Customer Affiliate after the release of the amended Agreement.

This online version of the Master Service Agreement will not apply to the extent that the Customer and NFS have signed a bespoke master service agreement.

The Parties agree to the following:

Operative terms

1. DEFINITIONS
In this agreement, unless the context otherwise requires:

1.1 “Affiliate” of a person means any entity that directly or indirectly controls, is controlled by, or is under common control with such person.

1.2 Attacks include:
(a) anything that impacts technical or functional performance, integrity, privacy or security;

(b) anything that is harmful, destructive or disabling;

(c) anything which assists in or enables theft, alteration, denial of service, unauthorised access to or disclosure, destruction or corruption of information or data; or

(d) any form of computer adware, bot, hacking, malware, routine, phishing, spider, spyware, time bomb, trap door, trojan horse, virus, worm, or other type of malicious, insidious or harmful computer activity, application, code, contamination, executable, program or software;

regardless of whether it actually harms or is merely dormant.

1.3 “Content” means all content in text, graphic, animation, audio, video, or any other form, including computer code, that is owned by NFS or licensed to NFS by a Third-Party Provider.

1.4 “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.5 “Customer Data” means any materials, information, data, content, and other information that Customer, or its employees or agents, transmit to the Subscription Services.

1.6 “Documentation” means any written or electronic documentation, images, video or text specifying the functionality of the Subscription Services that is provided or made available by NFS to Customer.

1.7 “Encumbrance” includes any bill of sale (as defined in any statute), mortgage, charge, lien, pledge, hypothecation, title retention agreement, interest under the Personal Property Security Act 2009 (Cwth), trust or power, as or in effect as security for the payment of a monetary obligation or the observance of any other obligation, and any notice under section 255 of the Income Tax Assessment Act 1936 (Cwth) or under Subdivision 260-A of Part 4-15 in Schedule 1 to the Taxation Administration Act 1953 (Cwth), profit a prendre, easement, restrictive covenant, equity, interest, garnishee order, writ of execution, right of set-off, license to use or occupy, assignment of income or monetary claim and any agreement to create any of them or allow any of them to exist.

1.8 “Hardware” means the physical devices purchased from NFS by Customer pursuant to an Order Form.

1.9 “Insolvent” means any of the following occurring to a person, the person:

(a) is bankrupt;

(b) is cancelled (in the case of associations), dead (in the case of a natural person), deregistered, dissolved (in the case of a partnership or joint venture), placed into bankruptcy, liquidation or receivership, vests (in the case of a trust) or wound-up;

(d) is otherwise unable to pay or suspends paying its debt; and

(e) includes any equivalent or similar concept, process, proceeding or outcome, howsoever described, anywhere in Australia or the world.

1.10 “Order Form” or “Order” means an ordering document executed by both parties, which incorporates by reference the terms of the Agreement, identifies the Services ordered by Customer, sets forth the prices for the Services, the Subscription Term and contains other applicable information, terms and conditions, including any SOW. By entering into an Order hereunder, an Affiliate agrees to be bound by the Terms of the Agreement as if it were an original party hereto.

1.11 “Professional Services” means implementation, site planning, training, creative services, configuration, integration, project management and other consulting services as may be described in an Order Form or SOW.

1.12 “Services” means, collectively, the Professional Services and the Subscription Services.

1.13 “SOW” means one or more work orders, work authorizations or statements of work, or similar document that describe the Professional Services for Customer.

1.14 “Subscription(s)” has the meaning in clause 2.1.

1.15 “Subscription Services” means NFS’s provision and management of the Subscription-based products described in the applicable Order or SOW that are provided for a particular Subscription Term.

1.16 “Subscription Term” means the period of time specified in an Order Form that Customer has the right to use the Subscription Services and includes any Renewal Terms (as defined in clause 12.2).

1.17 “Third-Party Hardware” means all equipment, hardware and components of the Hardware provided by or sourced from a Third-Party Provider.

1.18 “Third-Party Materials” means any Third-Party Software, and any Third-Party Hardware.

1.19 “Third-Party Provider” means third parties that provide Third-Party Materials under this Agreement or third parties that provide services or support in connection with the Services, including third-party provided hosting and data processing services.

1.20 “Third-Party Software” means software owned or licensed by a Third-Party Provider.

1.21 “Users” means Customer employees, Customer third party consultants, contractors or agents, who access and use the Subscription Services in accordance with this Agreement.

Interpretation – In this agreement, unless the context otherwise requires:

1.22 Includes: the meaning of any general language is not restricted by any accompanying example, the words “includes”, “include”, “including”, “for example” or “such as” are not words of limitation and will be deemed to be followed by the words “without limitation”;

1.23 Whole includes part: a reference to anything includes the whole or any part of that thing and a reference to a group of things or persons includes each thing or person in that group.

1.24 Parts of speech: where any word or phrase is given a defined meaning, any other part of speech or other grammatical form of that word or phrase has a corresponding meaning and if a word or phrase is used in this Agreement without a capitalised first letter then, so long as the context permits, that word or phrase will be taken to be the defined word or phrase

1.25 Benefit of this agreement:

(a) Each party holds the rights and benefits under this agreement, including clause 9 (Confidentiality), for itself and as agent and trustee for and on behalf of each of its Affiliates.

(b) A party may enforce this agreement against the other party for and on behalf of its Affiliates even if those Affiliates are not a party to this agreement.

(c) To the extent that a party’s Affiliates cannot, and the party itself cannot on their behalf, recover any damages suffered by the Affiliate, such damages will be deemed to have been suffered and recoverable by the party itself.

2. USE OF SERVICES

2.1 Access and Use. Subject to the provisions of this Agreement, NFS hereby grants Customer a limited, non-exclusive, revocable, non-sublicensable, non-transferable right to access and use the Subscription Services for its internal business purposes during the Subscription Term (each, a “Subscription”). Subscription Services are purchased as Subscriptions. Other than Hardware, Customer acknowledges that NFS has no delivery obligation and will not ship anything to Customer as part of the Subscription Services. Customer agrees that its Subscriptions hereunder are not contingent on the delivery of any future functionality or features.

2.2 Affiliates. The terms of this agreement will apply to any Affiliate of the Customer (as if it was the Customer) that is named in or enters an Order Form.

2.3 Usage Metrics. Each NFS service Subscription is subject to a bandwidth usage limit of 2 gigabytes per endpoint or per user, as the case may be, per month and each Subscription account is limited to 500 gigabytes of storage. If Customer exceeds the usage metrics described in this clause then Customer will be invoiced and must pay the then-current rates for the applicable excess usage metric.

2.4 Changes and Environment. NFS regularly updates the Subscription Services and reserves the right to add and/or substitute functionally with equivalent features in the event of product unavailability, end-of-life, or changes to software requirements or regulatory changes. The Subscription Services will be hosted on a server that is maintained by NFS or its designated Third-Party Provider. Customer is solely responsible for obtaining and maintaining at its own expense all equipment needed to access the Subscription Services. For the avoidance of doubt, updates to the Subscription Services may include bug fixes, patches, error corrections, minor and major releases, or modifications or revisions that enhance existing performance. Updates exclude new products, modules, versions or functionality for which NFS generally charges a separate fee.

2.5 User IDs. Customer is responsible for providing and administering usernames and passwords for all Users (the “Log-In Information”). Each User must have valid and unique Log-In Information for the purpose of accessing the Subscription Services. Customer and Users must secretly, safely and securely store their Log-In Information. Customer is solely liable and responsible (and NFS will not be liable) for any loss that may result from someone else using a Users’ Log-In Information, either with or without the applicable Users’ knowledge.

2.6 Professional Services.

(a) NFS will perform the Professional Services described in an applicable Order Form. Customer agrees to NFS’s then current Professional Services policy, which is available at www.gokorbyt.com/legal/professional-services-standards/.

(b) NFS may perform Professional Services and develop certain deliverables for customer (“Deliverables”). NFS grants Customer, subject to timely payment of applicable fees and charges, and subject to the restrictions in this Agreement, a personal, nonexclusive, non-transferable license for the Subscription Term to use the Deliverables solely in connection with its use of the Subscription Services. Unless specified in an Order Form, NFS does not provide updates or reintegration work required to make Deliverables compatible with future versions or releases of the Subscription Services.

(i) timely cooperate and provide all assistance and access to resources reasonably required by NFS to perform the Professional Services;

(ii) provide a reasonable and safe work environment if the Professional Services are performed on Customer’s premises;

(iii) permit NFS to control and/or operate all facility controls, systems, apparatus, equipment and machinery necessary to perform the Professional Services;

(iv) furnish NFS with all information, approvals, permits and consents from government authorities, landlords and others as may be required for performance of the Professional Services;

(v) notify NFS promptly of any site conditions requiring special care, and provide NFS with any available documents describing the quantity, nature, location and extent of such conditions;

(vi) be solely responsible for, and assume the risk of, any problems resulting from the content, accuracy, completeness and consistency of all data, materials, information and other resources supplied by Customer, including Customer Data; and

(vii) be solely responsible for its data, including electronically stored data (e.g., data backup, security and virus protection).

3. CUSTOMER USE

3.1 Restrictions. Customer must not and ensure its personnel do not:

(a) license, sublicense, sell, resell, transfer, rent, lease, assign (except as provided in clause 13.5 (Assignment)), distribute, disclose, gift, Encumber, provide as a service bureau or otherwise commercially exploit or make available to any third party the Services or Documentation;

(b) copy, record, extract, scrape, modify or make derivative works based upon the Services or Documentation;

(d) decompile, disassemble, decipher, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Services;

(e) remove, obscure or modify a copyright or other proprietary rights notice in the Services or Documentation;

(f) use the Services to send or store infringing, obscene, offensive, hateful, racist, threatening, defamatory, or otherwise unlawful material, including material that violates third party privacy rights;

(g) permit any Attacks against the Services or otherwise use the Services to create, use, send, store, or otherwise engage in any malicious act or disrupt the security, integrity or operation of the Services; or

(h) permit or assist any other party (including any user) to do any of the foregoing.

3.2 Security. Customer will not:

(a) breach or attempt to breach the security of the Services or any network, servers, data, computers or other hardware relating to or used in connection with the Services, or any third-party that is hosting or interfacing with NFS;

(b) attempt to gain or permit unauthorised access to the Services or related systems or networks including but not limited to conducting any penetration testing, denial of service attacks, or similar efforts on the Services or any network, servers, data, computers or other hardware relating to or used in connection with the Services, or

(c) use or distribute through the Services any software, files or other tools or devices designed to Attack or otherwise interfere with or compromise the privacy, security, or use of the Services or the operations or assets of NFS or any other customer of NFS or any third party.

3.3 Breach by User. Any failure by a User to comply with this Agreement is deemed to be a breach by Customer, and NFS will not be liable for any damages incurred by Customer or any third party resulting from such breach. Customer shall immediately take all necessary steps, including providing notice to NFS, to effect the termination of a Log-In information for any User if there is any compromise in the security of that Log-In information or if unauthorised use is suspected or has occurred.

3.4 No Sensitive Information. Customer acknowledges and agrees that use of the Subscription Services does not require Customer to provide any Sensitive Information (as that term is defined in the Privacy Act 1998) to or through the Subscription Services or NFS and NFS has no liability to Customer or its representatives, users or any third party related to any Sensitive Information provided by or on behalf of Customer. Customer must not upload, store, provide or submit any Sensitive Information to the Subscription Services or NFS.

4. SUPPORT

4.1 Obligations. At no additional charge, NFS agrees to provide “Basic Support” for the Subscription Services from Monday-Friday from 8 a.m. to 6 p.m. GMT excluding NFS UK holidays. “Basic Support” means that NFS will provide a response within 12 business hours of receipt of an incident and use commercially reasonable efforts to resolve such incident promptly. Additional support packages are available for purchase. Together with Basic Support such additional support packages, if purchased, shall be collectively referenced as “Support” hereunder.

NFS Support contact information for all modules is as follows:

UK HELP DESK: +44 330-808-0731

EMAIL: support@korbyt.com

4.2 Exceptions to Support. NFS does not provide Support with respect to: (i) Subscription Services that have been altered or modified by anyone other than NFS or its licensors; (ii) Subscription Services used other than in accordance with this Agreement or the Documentation; (iii) errors or malfunction caused by any data, systems or programs not supplied by NFS; or (iv) in lieu of or as a form of Professional Services.

5. FEES, TAXES & PAYMENTS

5.1 General. If Customer provides credit/debit card or direct debit information to NFS, Customer authorises NFS to charge such credit/debit card and debit such bank account details for all Subscription Services listed in the Order Form for the Subscription Term. The Customer must promptly notify NFS if its credit/debit card or bank account details change. If the Order Form specifies that payment will be by a method other than a credit card, NFS will invoice Customer in advance. Customer must pay the fees specified in the applicable Order Form within 30 days of the invoice date. Except as otherwise specified herein or in an Order Form, (i) Subscription fees are based on Subscriptions purchased and not actual usage, (ii) payment obligations are non-cancellable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant Subscription Term.

5.2 Taxes. Customer is responsible for payment of all applicable sales, use, value added, goods & services (GST) or similar taxes at the then-prevailing rates (excluding those on NFS’s net income) imposed by a federal, state, provincial, local or other government entity relating to the provision of goods or services, including Hardware and the Services. If the rate of such taxes changes during the term of this Agreement or an Order then the applicable rate will apply in respect of any Services, Fees or taxable supplies (as that term is defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cwth)). If necessary, NFS will adjust any invoice to ensure that the correct amount of tax is charged.

5.3 Invoicing. NFS will invoice Customer for (i) Hardware fees upon shipment of applicable Hardware; (ii) Subscription fees for Subscription Services annually in advance of each year of the Subscription Term; and (iii) Professional Service fees on a (A) fixed price basis will be invoiced in advance of performance, or (B) time and materials basis will be invoiced monthly in arrears.

5.4 Late Payment. If any invoiced amount is not received by NFS by the due date, then without limiting NFS’s rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. NFS can charge Customer and Customer indemnifies NFS for any:

(a) fees or charges incurred in respect of any of any dishonoured or returned payments; and

(b) debt recovery or legal fees, on a full indemnity basis, related to the recovery of any unpaid monies, including monies owed under this clause 5.

5.5 Disputed Fees. Customer may reasonably and in good faith dispute an invoiced amount within thirty (30) days after the invoice date, provided that Customer shall promptly pay the undisputed portion of the invoice pursuant to clause 5.1 and may only withhold payment of the disputed portion until the dispute is resolved. The Parties will negotiate in good faith to resolve any payment dispute within forty-five (45) days. Customer agrees that any billing discrepancies or disputes not brought to the attention of NFS within thirty (30) days after the invoice date will be and are hereby waived and the invoiced amount will be deemed to be correct.

5.6 Failure to Pay. Failure to make payments of undisputed amounts pursuant to this clause 5 is a material breach of this Agreement and NFS may suspend its performance obligations under clause 12.5. Amounts paid or payable for the Subscription Services are not contingent upon the delivery of any future functionality or features.

5.7 Expenses. Fees are exclusive of any shipping costs, travel, lodging or other living expenses incurred in NFS’s performance. NFS will invoice Customer for all reasonable expenses incurred in providing the Services. NFS will provide reasonable documentation evidencing such expenses. Customer will promptly reimburse NFS for any and all such expenses. Unless otherwise specified in an Order Form, packaging for commercial shipment of Hardware is not included in the quoted fees. When any other packaging is specified, involving a greater expense than the cost of commercial shipment packaging, NFS will add a charge to cover such extra expense.

6. SECURITY STANDARDS AND SAFEGUARDS

6.1 Personal Information. NFS will maintain commercial safeguards against the unauthorised destruction, disclosure or alteration of User personal information (as that term is defined in the Privacy Act 1988 (Cth)) that is in the possession of NFS and will abide by the Information Security Measures stated in Schedule B. Customer, itself and on behalf of its Users, consents to NFS collecting and handling their respective personal information in accordance with the RMG Privacy Policy as updated from time to time located here: https://www.gokorbyt.com/legal/.

6.2 Certain NFS services use Amazon Web Services (“AWS”) as its data centre and others use Microsoft’s Azure (“Azure”) as its data centre. AWS and Azure use external auditors to verify the adequacy of its security measures, including the security of the physical data centres from which NFS provides the Services. This audit:

(a) will be performed at least annually;

(b) will be performed according to ISO 27001 standards or such other alternative standards that are substantially equivalent to ISO 27001;

(d) will result in the generation of an audit report (each, a “Report”), which will be AWS’s or Azure’s Confidential Information. At Customer’s written request, NFS will provide Customer with a copy of the relevant Report(s) to the extent permitted by the auditor, AWS or Azure.

6.3 NFS may change data centres at its discretion.

6.4 Eligible Data Breach. If either party suffers an eligible data breach (as that term is defined in the Privacy Act 2001 (Cth)) that impacts the personal information of the other party or other party’s personnel or Users then to the extent required by law it will promptly co-operate and consult with the other party and the Office of the Information Commissioner.

7. WARRANTIES AND DISCLAIMERS

7.1 Mutual Warranty. Each Party represents and warrants to the other that:

(a) it has the full power and authority to enter into and deliver this Agreement and perform its obligations;

(b) it has the necessary rights to enter into this Agreement and perform its obligations;

(c) this Agreement, when executed by both Parties, is a valid and binding obligation of it and enforceable in accordance with its terms; and

(d) it will comply with all applicable laws in the course of performing its obligations and exercising its rights under this Agreement.

7.2 NFS Warranty. NFS represents and warrants that:

(a) it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof;

(b) the Subscription Services shall perform materially in accordance with the Documentation; and

7.3 Customer Warranty. Customer represents and warrants that Customer and those providing information to NFS have the right to transmit Customer Data to NFS, and receive Content from NFS, or other data, material or records that are required to enable NFS to perform the Service and any other of its obligations under this Agreement.

7.4 Hardware Warranty. Hardware warranty and support is only available from the relevant third-party manufacturer. NFS does not warrant or provide any services for Hardware. Hardware is subject to any pass-through warranties provided by the relevant third-party manufacturer or supplier of that Hardware. NFS will pass through to Customer any applicable Hardware warranties from the relevant third-party manufacturer or supplier of the Hardware that NFS is legally able to transfer.

7.5 Disclaimers. Except as expressly stated in this agreement, the Services and Hardware are provided “as is” without warranty of any kind. Any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement or any warranties arising from usage of trade, course of dealing, course of performance, or statutorily, are hereby disclaimed to the maximum extent permitted by applicable law.

7.6 Australian Consumer Law. If any consumer guarantee under Part 3-2 of the Australian Consumer Law (“Consumer Guarantee”) applies to any goods or services provided by NFS to Customer under this Agreement, then to the extent permitted by law, NFS limits its liability for failure to comply with a relevant Consumer Guarantee (other than a guarantee under sections 51, 52 or 53 of the Australian Consumer Law) at NFS’s option to:

(a) In the case of goods:

(i) the replacement of the goods or the supply of equivalent goods;

(ii) the repair of the goods;

(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods;

(iv) the payment of the cost of having the goods repaired.

(b) In the case of services:

(i) the supplying of the services again.

7.7 Despite any other provision of this agreement (including Schedule A), where the Customer is acquiring goods or services as a “consumer” for the purposes of the Australian Consumer Law, any warranties provided by NFS that are a “warranty against defects” (as that term is defined in the Australian Consumer Law) are in addition to any other rights and remedies available to the Customer under a law in relation to the goods or services to which such warranty relates and, in such case, the following applies:

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:

(a) to cancel your service contract with us; and

(b) 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.

7.8 In this clause 7, all references to:

(a) “our” / “us” refer to NFS;

(b) “you” / “your” refer to Customer; and

(c) the Australian Consumer Law means the Australian Consumer Law as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) as adopted throughout Australia.

8. PROPRIETARY RIGHTS

8.1 NFS’s Intellectual Property Rights. As between NFS and Customer, all rights, title, and interest in and to all intellectual property rights in the Services, Content, Documentation and Deliverables (including all components, derivatives, modifications and enhancements) are and will be owned exclusively by NFS despite any other provision in this Agreement or an Order Form. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services, Content, Documentation or Deliverables. All rights, title and interest in or to any copyright, trademark, service mark, trade secret, patents, and other proprietary right relating to the Services, Content, Documentation or Deliverables and the related logos, product names, etc. are reserved and all rights not expressly granted are reserved by NFS.

8.2 Customer Data. As between Customer and NFS, Customer owns all rights, title and interest in and to all Customer Data. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of and right to use all Customer Data, and hereby warrants that that it has and will have all rights and consents necessary to allow NFS to use all such data as contemplated by this Agreement. Customer hereby grants to NFS during the Subscription Term a royalty-free, fully paid, non-exclusive, non-transferable (except as set forth in clause 13.5 (Assignment)), sub-licensable, worldwide right to use and process Customer Data solely for the purpose of providing the Subscription Services to Customer and any other activities expressly agreed to by Customer.

9. CONFIDENTIALITY

9.1 Prior Non-Disclosure Agreement. Any existing non-disclosure or confidentiality agreement entered into by the Parties is superseded, terminated and replaced by the terms in this clause 9, which will govern all disclosures and exchanges of Confidential Information made by the Parties previously under that agreement.

9.2 Confidential Information means:

(a) all data or information, including any administration, business, customer, family, financial, health, marketing, operational, personal, pricing, strategy or technical data or information in any form or media, whether in writing or oral, or whether marked as confidential or not,

(b) related to a party or its Affiliates (Disclosers),

(d) to or received by or on behalf of the other party or its Affiliates (Recipients),

but does not include information that:

(e) is already available to the general public other than as a result of a breach of confidence; or

(f) already known by, or rightly received, or independently developed, by the recipient free of any obligation of confidence.

9.3 The terms of this Agreement, the relationship of the Parties and any Confidential Information disclosed by or about a Discloser, will at all times remain strictly confidential, except:

(a) to the extent required by Law, or

(b) to enforce the terms of this Agreement, or

9.4 Subject to this Agreement, the Discloser reserves all rights in its Confidential Information and no rights are granted to the Recipient or are to be implied from this Agreement.

9.5 Without limiting any other remedies, a Discloser has the right to specific performance of the obligations under this clause 9 or to obtain an immediate injunction preventing further breach of this clause 9.

9.6 Provided that a Recipient continues to comply with its obligations under this clause 9, that person may retain any Confidential Information that:

(a) is included in any board papers of that party;

(b) that party is required by law to retain; or

9.7 This clause 9 will remain in effect and survive the termination of this Agreement for a period of six years following termination.

10. INDEMNIFICATION

10.1 NFS Indemnity. NFS shall indemnify, defend and hold Customer harmless against any and all damages finally awarded against Customer by a court of competent jurisdiction, or agreed to in a written settlement agreement signed by NFS, arising out of any claim or lawsuit by a third party (a “Claim”) against Customer to the extent such Claim alleges: that the use of the Subscription Services by Customer in accordance with the terms of this Agreement, infringes any patent, copyright or federally registered trademark, or misappropriates a trade secret of a third party.

10.2 If Customer’s use of the Subscription Services is enjoined or NFS determines that such use may be enjoined, then NFS may, at its sole option and expense, either,

(a) modify the Subscription Services to be non-infringing,

(b) obtain for Customer a license to continue using the Subscription Services, or

(c) if neither (a) nor (b) are practical in NFS’s sole judgment, terminate the affected Subscription Service and return to Customer the unused portion of any fees paid for the affected Subscription Services.

10.3 The foregoing obligations of NFS do not apply to the extent that the alleged infringement claim:

(a) results from any change made by Customer or any third party for the Customer;

(b) could have been avoided by using an unaltered current version of the Subscription Services which was provided by NFS; or

(c) is based upon any information, design, specification, instruction, software, data, or material not furnished by NFS, or any material from Customer, a third party portal or other external source that is accessible to Customer within or from the Subscription Services (e.g., a third party Web page accessed via a hyperlink).

10.4 Customer Indemnity. Customer will:

(a) Indemnify, hold harmless and defend NFS against any Claim by or against NFS to the extent the Claim relates to (i) Customer Data; or (ii) Customer’s breach of clause 3.1; and

(b) pay any loss or damages suffered by or awarded against NFS for the Claim or any amounts agreed by Customer and the claimant for the settlement of the Claim.

10.5 Procedures. The Party seeking indemnity under this clause 10 (the “Indemnified Party”) must:

(a) notify the other Party (the “Indemnifying Party”) promptly in writing of the Claim, specifying the nature of the Claim and relief sought;

(b) tender to the Indemnifying Party sole control of the defence or settlement of the Claim at the Indemnifying Party’s expense, provided that the Indemnifying Party may not settle a Claim in a manner that would have an adverse impact on the business of the Indemnified Party without receiving the prior written consent of the Indemnified Party; and

(c) cooperate and, at the Indemnifying Party’s expense, assist in the defence of the Claim. The Indemnified Party will have the right to participate at its own expense in any Claim or related settlement negotiations using counsel of its own choice.

11. LIMITATION OF LIABILITY

11.1 Limitations of liability. Except for liability arising under sections 3 (restrictions), 5 (payment of fees), 10 (indemnification), 13.8 (OFAC), 13.9 (export) or from death, personal injury or physical damage caused by the gross negligence or wilful misconduct of a party, neither party’s aggregate liability under this agreement or an Order Form will exceed the amount paid by Customer for the relevant Service that caused such liability during the 12 months prior to the event triggering such liability.

11.2 Exclusion of damages. In no event will either party be liable under this agreement for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage), regardless of the cause, arising out of or in connection with the agreement or the Services, even if advised of the possibility of these damages.

12. TERM AND TERMINATION

12.1 Term. This Agreement commences on the Effective Date and continues until the expiration of the Subscription Term of the last outstanding Order Form (unless terminated earlier) (“Term”). Except as provided in clause 12.3 below, an Order Form for Subscription Services may not be terminated early by either party prior to the expiration of the Subscription Term.

12.2 Renewal. All Subscriptions will automatically renew for the same period as the original Subscription Term (each a “Renewal Term”) at the list price in effect at the time of renewal unless either Party gives the other Party written notice of non-renewal at least 60 days prior to the end of the applicable Subscription Term or Renewal Term.

12.3 Termination. Either Party may terminate this Agreement or an Order Form immediately upon written notice at any time if:

(a) the other Party fails to cure any remediable material breach within 30 days of being notified in writing of the breach;

(b) the other Party ceases business operations; or

12.4 Where a Party has rights to terminate, the non-breaching Party may at its discretion either terminate the entire Agreement or the applicable Order Form. Order Forms that are not terminated will continue in full force and effect under the terms of this Agreement. If this Agreement is terminated by Customer due to an uncured material breach by NFS, NFS will promptly refund the pro-rata amount of any pre-paid Subscription fees attributable to periods after the date of such termination. Upon any termination, Customer will immediately pay all fees then due and payable. If this Agreement is terminated by NFS under clause 12.3 then Customer will be liable to immediately pay a termination fee by way of liquidated damages equal to the greater of (a) the fees that otherwise would have been due and payable in the next year of the term, or (b) 75% of the fees that otherwise would have been due and payable in the remaining term of this Agreement. The termination fee is a genuine pre-estimate of the loss and damage that NFS will suffer.

12.5 Suspension. NFS may immediately restrict or suspend access to the Subscription Services if NFS becomes aware of, or reasonably suspects, any breach of this Agreement by Customer or its Users. NFS will act in good faith and use reasonable efforts to notify Customer via phone or email before suspending or restricting any Services and provide Customer with the opportunity to remedy the breach within 14 days and resume access to the service. Customer is still responsible for full payment of all fees and amounts under this Agreement and the Order Form(s) even if access to the Subscription Services is suspended. If the Customer does not remedy the breach within 14 days, then that breach will become a material breach if it was not already a material breach.

12.6 Return of Data. Upon Customer’s written request made within 30 days after the effective date of expiration or termination of this Agreement, NFS will, upon Customer’s payment of all fees for Services then due and owing (including under clause 12.5), make available to Customer for download a file of Customer Data in its then current format. After this 30-day period, NFS has no obligation to maintain or provide any Customer Data and may, unless legally prohibited, delete all Customer Data maintained in its production systems, provided NFS may retain archival copies of Customer data on backup media for a reasonable period of time not to exceed two (2) years following expiration or termination of the relevant Order Form.

13. MISCELLANEOUS

13.1 Order of Precedence. The terms and conditions of this Agreement take precedence over the terms and conditions of an Order Form, except where the Order Form specifically states the intent to supersede a specific portion of this Agreement. Any terms of any Customer purchase order, requests, websites or other business processing document are hereby rejected and will have no force or effect.

13.2 Force Majeure. A Party will be excused from performance under this Agreement, other than an obligation to pay money, for any period of time that the Party is prevented from performing its obligations hereunder as a result of an act of God, criminal acts, distributed denial of service attacks, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, war, utility or communication failures, or other cause beyond the Party’s reasonable control. Both Parties shall use reasonable efforts to mitigate the effect of a force majeure event and keep each other updated from time to time.

13.3 Waiver. The delay or failure of a Party at any time to enforce a right or remedy available to it under this Agreement with respect to any breach or failure will not be construed as a waiver with respect to that breach or failure or any other breach or failure.

13.4 Severability. If any provision of this Agreement is held invalid or unenforceable by a court, this Agreement will be construed as if not containing the invalid or unenforceable provision, and the rights and obligations of Customer and NFS shall be construed and enforced accordingly.

13.5 Assignment. Except for assignment to a Party’s Affiliate, or in the case of a merger, acquisition or sale of all or substantially all assets not involving a direct competitor of the other Party, neither Party may assign any right or obligation set forth under this Agreement without the other Party’s prior written consent, not to be unreasonably withheld or delayed. Any purported assignment or transfer in violation of this clause 13.5 is void.

13.6 Relationship of the Parties. Each Party is an independent contractor in the performance of this Agreement and is solely responsible for all of its employees and agents and its labour costs and expenses arising in connection with this Agreement.

13.7 Governing Law. This Agreement is governed by the laws of Victoria, Australia without giving effect to its conflict of law provisions. Each Party agrees to submit to the exclusive jurisdiction of the state and federal courts with jurisdiction in Victoria. For purposes of establishing jurisdiction in Victoria under this Agreement, each Party hereby waives, to the fullest extent permitted by applicable law, any claim that: (i) it is not personally subject to the jurisdiction of the court; (ii) it is immune from any legal process with respect to it or its property; and (iii) any suit, action or proceeding is brought in an inconvenient forum. Each Party waives its right to a trial by jury for all matters or disputes arising from this Agreement.

13.8 OFAC. Customer represents and warrants that it is not and will not share the benefit of the Services to any entity incorporated in or resident in a country subject to economic or trade sanctions by the U.S. State Department and/or U.S. State Department or U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or are listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person,” or similar designation under the OFAC sanctions regime. Any breach of this Section shall be deemed a material breach of this Agreement and NFS may immediately terminate this Agreement.

13.9 Export. The Services and Documentation, including technical data, may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer will not export, re- export, divert, or transfer the Services, Documentation or any component thereof to any prohibited destination or to any party who has been prohibited from participating in US export transactions by any federal agency of the US government. Customer agrees to comply strictly with all such laws and regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import the Services and Documentation. Customer indemnifies and holds harmless NFS, including its officers, directors and agents from all losses and liabilities (including reasonable attorney’s fees and court costs) arising from any breach of Customer’s representations, warranties or obligations under this clause.

13.10 Entire Agreement; Counterparts. This Agreement contains the entire agreement of the Parties with respect to its subject matter and supersedes all prior agreements on the same subject matter and shall govern all disclosures and exchanges of Confidential Information made by the parties previously hereto. This Agreement may not be modified except by a writing signed by NFS and Customer. This Agreement and/or any Order may be signed in any number of counterparts all of which together will constitute one and the same document. A signed copy of this Agreement and/or any Order transmitted via facsimile, email or other electronic means, including DocuSign or similar e-signature technology, will constitute an originally signed Agreement and/or Order, as applicable, and, when together with all other required signed copies of this same Agreement or Order, as applicable, will constitute one and the same instrument.

13.11 Use of Agents. NFS may designate an agent or subcontractor to perform certain tasks and functions under this Agreement. However, NFS will remain responsible for performance of its duties under this Agreement.

13.12 Publicity. NFS may identify Customer as a recipient of Services and use its logo in sales presentations, marketing materials and press releases.

13.13 Notices. Any notice required or permitted under this Agreement or required by law must be in writing and must be: (i) delivered in person; (ii) delivered by electronic mail to the address listed on the applicable Order Form; (iii) sent by first class registered mail, or air mail, as appropriate; or (iv) sent by an internationally recognized overnight air courier, in each case properly posted and fully prepaid to the contact person specified in the Order Form. Notices will be considered to have been given at the time of actual delivery in person, two (2) business days after deposit in the mail, one (1) day after delivery to an overnight air courier service, upon completion of transmission of the facsimile as confirmed by a transmission report, or if by e-mail, the earlier of (i) when the sender’s mail server reports that the email has been delivered or received; or (ii) thirty (30) minutes after the time sent (as recorded on the sender’s device) unless within five minutes after sending the email the sender is sent an automated message that the email has not been delivered or the intended recipient is out of the office, provided in each case that delivery in fact is effected. Either Party may change its contact person or address for notices by means of notice to the other Party given in accordance with this Section.

13.14 Set Off. Customer must not make any set-off, withholding or deduction from any amounts, including fees, payable by NFS.

13.15 Survival. Clauses expressed to or by their nature should survive termination or expiry will survive termination or expiry of this Agreement, including clauses 1, 3, 5, 8 – 12, 13.7, 13.12 and this 13.15.

Attachments:

Schedule A – Hardware Terms and Conditions

Schedule B – Information Security Measures

Schedule A Hardware Terms and Conditions

1. DELIVERY AND TITLE

A Shipping and Delivery.

(i) Subject to subpart (ii) of this Section 1(A), NFS will ship the Hardware FCA Shipping Point (INCOTERMS 2010); provided that Customer will reimburse NFS the shipping and insurance costs. NFS will use Customer’s preferred carrier if Customer provides NFS with necessary information and instructions. Otherwise, NFS is responsible for delivering the Hardware to its preferred common carrier with NFS’s preferred routing instructions, obtaining all appropriate shipping documents, and assuring that the Hardware has been insured for its replacement cost.

(ii) Delivery of the Hardware will be subject to availability of the Hardware. However, any dates quoted for delivery of the Hardware are approximate only, and NFS will not be liable for any delay in delivery of the Hardware, regardless of cause.

B Title to Hardware. Title and ownership of the Hardware will pass to Customer upon Customer’s payment for the Hardware.

C Risk of Loss. Risk of loss to the Hardware will pass to Customer upon delivery of the Hardware to the carrier. Customer assumes risk of loss or damages to the Hardware while the Hardware is in transit to Customer. Within ten (10) business days of receipt of the Hardware (or three calendar days for third party displays/TVs), Customer will inspect the Hardware and inform NFS of any damages thereto. Should Customer not notify NFS of any damage incurred during shipment of the Hardware within the applicable period, NFS will be relieved of all responsibility and liability with respect to the damaged Hardware, and Customer will be responsible for any damage claim, repair or replacement of such damaged Hardware. These terms also apply to any Hardware provided to Customer in connection with any warranty for Hardware. Notwithstanding anything in the Agreement and this schedule to the contrary, risk of loss and title is not subject to Customer’s acceptance of the Hardware.

Schedule B

NFS Information Security Measures

In its provision of the Subscription Services, NFS may have access to Customer Data, including personally identifiable information. NFS has implemented safeguards and taken other reasonable measures to protect Customer Data against unauthorised disclosure, loss and misuse (“Information Security Measures”) as provided below, and NFS will continue to perform these or equivalent measures subject to the terms and conditions of the Agreement:

Information Security Program. NFS maintains an information security program based on generally accepted industry information security standards and frameworks (NIST Framework for Improving Critical Infrastructure Cybersecurity 1.1). The information security program is in place to plan, implement, manage and monitor processes to meet NFS’s information security objectives and requirements applicable to the Subscription Services. The information security program also includes performing information security risk assessments at appropriate intervals and carrying out risk treatment activities according to a documented, risk-based methodology.
Information Security Policy. NFS maintains a policy that identifies Information Security Program goals and sets forth information security control objectives. The policy shall outline critical roles and responsibilities for information security across NFS’s business operations and govern maintenance of relevant implementation standards, guidelines and/or procedures. It shall also be reviewed annually and communicated to employees and applicable third parties.
Information Security Awareness. NFS maintains an information security awareness program geared to its employees and relevant third parties to provide for understanding of NFS’s Information Security Program, common threats and risks to Customer Data resources as well as fulfillment of their information security responsibilities. As part of the Security Awareness Programs, Security awareness trainings shall be conducted on a companywide basis at least once annually and subject to a mandatory passing score.
Personnel Security. NFS and its Affiliates employees that access Customer Data undergo background screening upon hire, as permitted by applicable law. NFS employees agree to requirements to maintain the confidentiality and non-disclosure of Customer Data.
Physical Security. NFS (including its data hosting vendor) information hosting and processing facilities maintain secure areas and physical entry controls to provide for prevention of unauthorised physical access or exposure, damage, loss, or theft to Customer Data. Entry to the facilities have layered security controls including badged access for authorised individuals and strict visitor policies. Equipment housing Customer Data within facilities as well as mobile computing devices shall be reasonably safeguarded against unauthorised physical access, damage, loss or theft of Customer Data, as well as environmental threats that may disrupt processing of Customer Data. Hosting facilities shall have safeguards against fire hazards and electricity outages with such safeguards maintained and tested regularly.
Access Control. NFS maintains reasonable controls to authorise, limit and monitor access to Customer Data maintained in NFS information systems. Controls shall include processes to provision user access with authorisation using unique authentication IDs per individual, manage and review user access rights at least once a year, and prompt removal of user access upon termination of employment or agreement with NFS. User passwords and other login information used to facilitate user identification and access to NFS information systems shall be protected from unauthorised access by secure login mechanisms. Passwords shall be changed at regular intervals and shall be locked after a specific time period of being dormant. Access shall also be locked upon specific number of invalid login tries.
Customer Data Protection. NFS maintains reasonable controls to safeguard Customer Data maintained in NFS systems from unauthorised access, exposure, modification, or loss. Controls to protect Customer Data may include but not limited to protecting Customer Data in transit and while at rest, as required by NFS’s standard for information classification; where encryption is used, strong cryptography shall be implemented, such as AES-256 specifically for handling PII and customer financial data. It should be noted that Subscription Services are usually part of a larger enterprise ecosystem of connected data and information. The Customer decides and controls what information from that ecosystem is made available to NFS through the Subscription Services; therefore, NFS contractually prohibits Customer Data from including sensitive personally identifiable information (e.g. social security numbers, passport numbers, etc.). Further, NFS recommends Customer avoid uploading additional sensitive information like passwords and other login information to the Subscription Services.
Employee On Boarding: NFS secure Customer Data by adopting appropriate measures upon employee on boarding. Identity and criminal background checks are conducted as permitted by applicable laws prior to the commencement of employment with NFS. All employees shall be subject to disciplinary actions while in violation of NFS’s security policies and/or customer obligations as mandated through NFS’s policies.
Network and System Security. NFS’s Subscription Services are hosted by third-party data providers and NFS utilizes the network and system security of such providers. NFS shall maintain reasonable controls to operate its internal information systems that maintain Customer Data. Controls may include controlling and monitoring user access to NFS networks; operating systems, applications and databases with network filtering devices, firewalls, intrusion detection systems, anti-malware solutions, authentication and authorisation mechanisms when appropriate, and event logging facilities to detect and respond to unauthorised or suspicious activity. NFS shall also maintain a change management process to control significant planned and unplanned changes to information systems, including the installation of new software.
Technical Vulnerability Management. NFS maintains processes to identify, evaluate and address technical vulnerabilities in security that may be present on NFS systems. Processes require that security related technical vulnerabilities are addressed within reasonable timeframes to reduce the risk of potential exploitation that may lead to system compromise, loss of system availability, or unauthorised access to system(s) or Customer Data. Processes shall be established to classify the severity level of the security vulnerability. Vulnerabilities classified as “critical” will be addressed within 45 days unless the risk is to be accepted with justification and compensating control. Customer will be provided with an executive summary of an external scan report upon written request.
Secure Software Development. NFS maintains processes to identify and take into consideration risks to its software solutions. Developers follow secure coding practices and static and dynamic security code analysis is performed on all code modules.
Third Party/Supply Chain Security. NFS maintains a process to evaluate and manage risks associated with third party provider access to Customer Data and/or the NFS service or product supply chain.
Security Incident Management. NFS shall maintain processes to identify, respond to, contain and minimize impact of information security incidents to Customer Data. In the event of an information security breach (“Breach”) of Customer Data while maintained in NFS systems, NFS shall notify Customer no later than 72 hours after the Breach has been confirmed. The notice shall include the approximate date and time of the Breach and a summary of relevant, then-known facts, including a description of measures being taken to further investigate and address the Breach. An Information Security Breach shall be defined as an event that results in unauthorised access, use, or disclosure of Customer Data.
Artificial Intelligence and Machine Learning Use. Where NFS incorporates Artificial Intelligence (“AI”) and/or Machine Learning (“ML”) technologies into the Subscription Services, including but not limited to generative text summarization, data tagging, and chatbot interactions, NFS shall:
1. Provide transparency about the use of such technologies in the product or platform;
2. Ensure Customer Data used for training or fine-tuning of AI models is either anonymized or aggregated unless expressly permitted by the Customer in writing;
3. Prohibit the use of Customer Data for general model training across customers;
4. Maintain audit logs of AI-driven data interactions where feasible;
5. Provide opt-out mechanisms for AI-driven features where practical; and
6. Regularly assess AI systems for fairness, explainability, and security risks.

NFS shall not deploy AI tools that perform autonomous actions (e.g., automated content publishing or configuration changes) without human oversight or customer consent.

15. AI Governance and Model Security. NFS shall maintain internal governance policies related to the development and deployment of AI and ML models to ensure models do not introduce unacceptable security risks, biased outputs, or data leakage. Where third-party AI vendors or platforms are used, NFS shall assess such providers under its third party/supply chain security program and ensure contractual protections are in place.

16. Acquired Entities. NFS shall ensure that any acquired entity or affiliate aligns its security and data protection practices to meet or exceed the requirements outlined in this Schedule B within 120 days of the effective date of such ac

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Master Services Agreement – Australia